A confidential investigation by the National Bank of Washington alleges that one of its directors and his business partner falsified an application form last year to obtain $1 million in insider loans from the bank.
Sources familiar with the transaction say that a report on the loans has been referred to U.S. bank examiners and federal prosecutors to determine whether the director, Bruce D. Lyons, and his real estate developer partner, Robert D. Holland, violated federal banking laws.
So far, bank officials have determined that Holland and Lyons, who operate one of the largest condominium development firms in the city, pledged the assets of Energy Resource Co. to secure two $500,000 loans in May and June of 1979. The developers, however, only partially controlled the company. The pledge was made on the loan application form, according to the sources.
Energy Resource Co. is involved in developing gas well investments.
After the loans fell delinquent, bank officials discovered that Holland and Lyons had not disclosed that an unspecified number of additional partners shared control of the energy company's assets. The permission of these other partners would have been required to pledge the assets, sources said.
The advantage of the loans themselves stems not from low interest rates, but from Lyons' access to large loan funds by virtue of his directorship at the bank. Because of the "insider" nature of these loans, federal banking regulations require that bank officials annually disclose financial dealings with their directors.
The bank's internal investigation has been turned over to a five-member audit committee, which has hired outside counsel. Banking law violations being studied by federal officials include one that prohibits making false statements on a loan application.
Lyons resigned from the National Bank of Washington (NBW) board in March, when it was revealed that Holland & Lyons Associates Inc. and its affiliated companies were delinquent on a total of $3.6 million in loans to NBW, including the two questioned $500,000 loans.
Both in their mid-30s, Holland and Lyons have dazzled the Washington real estate market with a 10-year meteoric rise.But last fall's nosedive in housing sales coupled with the withdrawal of the firm's major investor, multimillionaire Warren Avis (founder of the rental car company) has brought the young entrepreneurs to the edge of financial collapse.
One well-placed bank official said the alleged falsification surfaced only because of the economic downturn.
"Frankly, if (the loans) hadn't gone into default, nothing would have happened," the official said.
Neither Holland, Lyons nor their lawyer, Nelson Deckelbaum, could be reached for comment.
One man who was said by an investor to be a partner in Energy Resource Co., Ronald M. (Mickey) Nocera, acknowledged that "I have an involvement" in the firm, but declined to comment on the investigation.
"I'm a wealthy man," said Nocera, "I don't want to be in the newspaper. If you'll wait a couple of weeks, the whole thing will be taken care of and cleared up."
He would not elaborate. The U.S. bank examiners, however, were expected to report their findings in about two weeks.
One investor in gas wells with Holland and Lyons, Harlene Cohen, said she didn't know anything about the loans or the investigation. She said Nocera had "coordinated" the gas well investment venture in which Holland and Lyons were involved.
Dale L. Jernberg, NBW's chairman, declined to comment last week. "We have a very firm policy of not discussing any kind of customer relationship with any one who doesn't have a need to know." Of the allegations, he said, "even if they were true, it is not something that I could discuss."
Holland and Lyons often referred to their gas well and other energy investment ventures in interviews over the past two years. They said the energy company represented a master stroke of diversification for their ballooning land company.
In interviews, Holland and Lyons have said that their investments involved natural gas wells in West Virginia. Another source familiar with the venture said it extended to other wells in North Carolina.
"We need energy so we're in the energy field very heavily -- gas, oil, coal," said Holland in a 1979 interview with Real Estate Washington magazine.
"If we wanted to stop doing real estate business, we have enough income-producing businesses that we could do that," Holland told the magazine. i
On Feb. 26, NBW published its annual statement disclosing all of its loan dealings with its directors in 1979.
From this annual statement and from interviews with sources familiar with the transaction, this is the story of the $1 million in loans:
In early 1979, Holland and Lyons were embarked on the most ambitious real estate development projects of their firm's 10-year history. On the Georgetown waterfront they were nearing completion of the first phase of The Papermill, the $20 million condominium complex.
From Georgetown to Dupont Circle, where they got their start, east to Capitol Hill, north along Connecticut Avenue as far as Ellott Street NW and beyond to the suburbs of Montgomery County, Holland & Lyons were building.
One of the biggest factors in their success was the access they had to dozens of local bankers, largely due to the backing of Avis, who helped the fledgling partnership of the two former American University students.
"Lenders know who we are now and they don't put us on hold anymore," Lyons said in a Washington Post interview last year.
Sometime in early 1979, Holland and Lyons applied for substantial new loans from NBW. These loans eventually were structured as two $500,000 notes whose interest rates would "float" at 3 percent above the prime rate.
Under such a formula, the interest rates on these loans would have reached 23 percent earlier this year when the prime rate peaked at 20 percent. At that rate the interest payment on $1 million would be nearly $20,000 a month.
The first $500,000 loan was made in May 1979. "It is secured by an assignment of Mr. Lyons' and others' profits from a partnership project, the value of which cannot be ascertained at this time, and an assignment of certain gas well interests valued at $334,000 by an independent appraiser," the bank's annual statement to its stockholders said.
The second $500,000 loan was made in June and secured by the identical collateral.
Sources said that in applying for these loans, Holland and Lyons signed the loan application form on behalf of Energy Resource Co. and all of its assets.
Holland and Lyons did not disclose that an unspecified number of other partners shared control of Energy Resource Co., sources said. The signature of those other partners would have been required to pledge the company's assets for the loans.
It could not be determined whether Nocera, who owns a plumbing company and hotel interests in the Washington area, was one of the Energy Resource partners whose pledge was needed, but did not appear on the loan application.
It also could not be determined how Holland and Lyons made use of the $1 million in loans, but presumably it was for their real estate operations.
The first of the loans fell delinquent on Nov. 6, 1979 and the second on Nov. 14, according to the bank's records.
Shortly thereafter, bank officials "investigated and found the ownership (of Energy Resources) was not as presented in the original application," according to one bank official.
A second potentially sensitive aspect of the investigation centers on the discovery by the bank, at some point after the loan was made, that NBW's general counsel, Ronald G. Nathan, was also a partner in Energy Resource with Holland and Lyons.
One objective of the investigations, sources said, is to determine whether Nathan was a partner in the energy company at the time the bank's executive committee, on which he sits, passed on the loan.
According to one source, the minutes of the bank's executive committee show that Nathan was absent from one meeting in which one of the loans was considered. During a second meeting in which there was further action on the loan, the minutes reflect that Nathan was present, but not voting.
Nathan, a partner in a local law firm, could not be reached for comment.
Over the last several months, Holland and Lyons have cut the work force of their firm from 150 to 30 or fewer. The firm has sold or is in the process of selling millions of dollars worth of assets, including a travel service, a property management company, a Porsche-Audi dealership in Annapolis and the firm's Powerhouse headquarters overlooking the C&0 Canal.
Following the pullout by Avis last fall, the two men were forced to restructure a $12 million loan commitment from the First National Bank of Maryland to complete the second phase of The Papermill.
A number of the firm's creditors have filed lawsuits over unpaid bills.
"We are trying to get in a more liquid position to shore ourselves up," Holland said in an interview earlier this year.