Desperate to raise money to pay long-over-due debts, Auto-Train Corp. apparently was drawn into an international loan scheme that forced the Washington railroad into bankruptcy this week.
Auto-Train might have lost as much as $3.7 million on the deal, but intervention last weekend by federal authorities enabled the company to avoid major losses by backing out of a loan agreement with a Swiss bank.
Without the loan, however, Auto-Train was unable to pay more than $10 million in debts, and Monday morning its board of directors voted to file a petition for reorganization in bankruptcy.
The company has disclosed little about what went wrong with the loan, saying only that it and the Swiss bank "apparently were deveived by third parties" who were acting as middlemen in the loan negotiations.
Independent inquiries by The Washington Post disclosed these details of the complex transactions involving bankers in Geneva and London, loan brokers from the swankest suburbs of Los Angeles and an all-but-broke little railroad:
The "British Bancorporation Ltd." that was arrnaging the Swiss loan for Auto-Train is neither British nor a bank, according to officials of the Bank of England and the state Banking Department of California, where the firm has offices. A Delaware Corp., British Bancorp. has been sued twice in the past year in California for alleged fraud in loan transactions similar to the one involving Auto-Train.
Edward S. Friedland, whom Auto-Train executives met as "executive director of British Bancorp.," is believed to be the same Edward S. Friedland who was convicted in New York City of stock forgery, conspiracy and related charges for which he served three and a half years in prison.
Milton Z. Mende, another official of British Bancorp, involved in negotiations with Auto-Train, has been identified by the Securities and Exchange Commission as a former broker who was cited by the SEC for illegally selling unregistered securities. Mende is the defendant in several California lawsuits, including those involving British Bancorp.
Auto-Train officials have made no accusations against British Bancorp., Friedland or Mende but say they asked the U.S. Department of Justice to investigate the loan transaction.
Auto-Train Chairman Eugene K. Garfield has declined to discuss the matter further, saying, "I don't want to prejudice the investigation."
Friedland and Mende could not be reached for comment. Telephone calls to the offices of British Bancorp. in Beverly Hills and Santa Monica were taken by an answering service and not returned. Auto-Train officials say they have been unable to contact them for a week.
Although it has two phone listings -- and apparently two offices -- in the Los Angeles suburbs, British Bancorp. has no charter to conduct banking in California, said an attorney for the state's banking department. Nor does it have a license to do any business in Beverly Hills, where one office is located, city records show.
The California banking department already has raised questions about the firm's use of the name "bancorporation," an agency attorney said. Investigators determined the firm was not a bank but a loan-brokering firm that acted as a middleman in dealings between banks and borrowers.
The use of the term "bancorporation" may have been misleading, the state investigators said, but it was not illegal under California law, which says the name "bank" can be used only by banks but does not restrict use of variations like "bancorporation."
Use of the word "bank" or any variation in the United Kingdom requires the approval of the Bank of England, which is both the British central bank and the bank regulatory agency. British Bancorp. is not registered as a financial institution in Britain, where some of the negotiations for the Auto-Train loan took place.
When a reporter commented earlier this week that he thought British Bancorp. was a British bank, Auto-Train's Garfield replied, "I did, too." b
Documents Auto-Train filed with the Interstate Commerce Commission show British Bancorp. negotiated a line of credit for Auto-Train from Banque Keyser-Ullman, a major British merchant banking firm. For its aid in securing the loan, British Bancorp. was to be paid a finder's fee by Auto-Train and was to get the right to buy enough Auto-Train stock to make it the biggest shareholder in the firm, whose shares are traded on the American Stock Exchange.
British Bancorp. also was to be paid insurance premiums on special coverage to pay off the loan in case Auto-Train defaulted on the loan. Two lawsuits filed against British Bancorp. in Southern California accuse the firm of collecting similar insurance payments but never arranging the loans. Auto-Train executives said yesterday they could not comment on whether they, too, paid advance fees to the firm.
British Bancorp. was to set up a special escrow account for Auto-Train to handle money from the Swiss loan. Under terms of the agreement, the entire $3.7 million would have been placed in the hands of British Bancorp., Friedland and Mende, who were then to pass it on to Auto-Train.
After meeting with attorneys of the SEC last Friday, Auto-Train officials wired the Swiss Bankers and ordered them to cancel the loan and keep the money away from British Bancorp.
Auto-Train executives apparently cnaceled the loan even though it was the last chance for the railroad to avoid bankruptcy proceedings. Formed a decade ago to haul passengers and their cars between surburban Lorton and Sanford, Fla., Auto-Train has been in financial trouble for about three years. The troubles began when the train had two costly derailments and lost money starting a second Auto-Train between Louisville, Ky., and Florida.
After failing several times to raise new capital, Auto-Train officials a few weeks ago were approached by representatives of British Bancorp. about an overseas loan. The company had previously tried to borrow money abroad. Auto-Train officials have not disclosed how they came into contact with British Bancorp., Mende and Friedland.
Edward S. Friedland's troubles with the law go back nearly 20 years, according to records on file in federal court in New York City. In the early 1960s, Friedland was charged -- but never convicted -- of dealing in counterfeit money in California.
In 1967 he was convicted in New York on five counts of selling phony bonds of International Telephone and Telegraph Corp. and Standard Oil of California. Along with several co-defendants, Friedland was charged with forgery, interstate transportation of forged securities and conspiracy in a scheme to sell the phony bonds in Europe.
An attorney, Friedland handled his own defense, with the aid of a court-appointed lawyer. After his conviction was upheld by an appellate court, Friedland was sentenced to five years in federal prison; he was released in 1972 after serving three and a half years.
Milton Z. Mende was named in an SEC injunction filed in the early '60s charging him with selling unregistered securities. Mende and associates were enjoined permanently from violating federal securities laws, under threat of stiffer sanctions. They allegedly inflated the assets of a company, and then sold the stock.