When he was a boy in rural southern Ohio, Tom J. Billman's career ambitions ranged far beyond the coal mines and aluminum factories of Woodsfield, a working-class town of 3,200 where his father made his living drilling water wells.
"Neither one of us wanted to go to work in the factory, which is all that was there," recalled Burris Christman, one of Billman's childhood friends and now a banker in Northern Virginia. Today, he said, Billman, 45, is "as successful a man who's ever come out of Monroe County."
Today, Billman is also caught up in the storm that has battered the Maryland savings and loan industry since May, and whose recent casualties include the institution Billman once headed, Community Savings & Loan of Bethesda.
The disclosure nine days ago that Community's 1.5 billion real estate subsidiary was delinquent on some payments due on mortgages and mortgage-backed securities drew throngs of nervous depositors seeking to withdraw money from Community's six suburban Maryland branches. On Monday, acting at the request of Commmunity President Clayton McCuistion, Maryland Gov. Harry Hughes ordered a 20-day halt on all withdrawals from the troubled thrift.
Federal regulators have insisted that Community S&L -- the largest Maryland-insured thrift in the Washington suburbs that has not obtained either final or conditional approval for federal deposit insurance -- sell its much larger real estate subsidiary, Equity Programs Investment Corp. (EPIC), in order to qualify for federal protection.
Because he no longer retains any position at Community S&L or EPIC, Billman has drawn little news media attention at a time when state regulators, the media and, most of all, Community S&L's 30,000 depositors are clamoring for an explanation of what went wrong.
But until late May, when he ceded the roles to McCuistion, his college roommate, Billman served as Community S&L's chairman and chief executive officer. Until earlier this year he owned 80 percent of Epicenter Consolidated Ltd., the holding company that through yet another holding company owned Community S&L, EPIC and a complex corporate network of related companies. Now, Billman holds no financial interest in Epicenter, according to a deposition he gave in a civil lawsuit in Alexandria federal court in June.
Several secretaries at EPIC's Fairfax County headquarters said last week that Billman was in meetings there. EPIC officials and Billman did not return repeated calls, so it was unclear exactly what role Billman was playing in the company's day-to-day dealings.
But during the previous decade, the ambitious young man from Woodsfield was the driving force behind the creation and growth of the mammoth EPIC empire that has apparently started to crumble.
When the FBI came to Woodsfield High School in 1958 looking for recruits, Billman seized the opportunity to go to Washington, where he worked for the bureau as a fingerprint clerk. He toyed with the idea of becoming an agent, but chose instead to enroll in an undergraduate business program at George Washington University, where he financed his education driving a taxi and working other odd jobs and still found time to serve as president of Sigma Psi fraternity.
"He wanted to be successful, much more so than the average person, and was willing to spend the time to do it," said a fraternity brother, Ralph Moore. Moore recalled that when playing cards, "Tom was too energetic to sit too long at a poker table."
"The guy always wanted to make a million bucks," said Philip N. Arnold, who met Billman during that period and later worked for him at EPIC.
It was during his college days that Billman got his first taste of the business that would help him realize that dream.
He went to work in the purchasing department of the Alexandria home-building firm of Wills & Van Metre, and stayed with the company after his graduation from George Washington in 1965, working his way up to run the firm's sewer and water operations, acording to owner J. Eugene Wills.
"Tom, you could see that he had that certain patience you need to wait your turn," Wills said. "He wasn't content just to learn purchasing, or just to learn sewers . . . . You saw a little bit of yourself in him."
Billman left Wills & Van Metre to work for two other builders before striking out on his own in 1970 with a company called Chatham Properties. But Chatham fell victim to the difficult housing market of the early 1970s. In 1974, after a lender foreclosed on one of its developments, Chatham went out of business, according to Arnold, who worked as Chatham's marketing director.
It was from the ashes of Chatham, with a $36,900 stake and an ingenious idea for meshing the needs of cash-strapped builders and the tax-burdened rich, that Billman created EPIC. A few months later, in early 1975, Billman's college roommate, McCuistion, who had kicked around the concept for EPIC with Billman in the early 1970s, left his job with an automobile dealers trade group and joined EPIC as a vice president.
Their plan was simple. On the one hand, EPIC would help out builders by buying their unsold homes, initially model homes, giving them needed cash, often in exchange for a break on the purchase price.
On the other hand, EPIC would organize groups of investors into limited partnerships to buy the homes and take advantage of huge tax deductions plus potential profits. And EPIC would make money through fees for arranging the deals, and, as time went on, through subsidiary companies that managed the properties, arranged mortgage financing and sold securities based on the mortgages.
The company grew rapidly. In 1975, its first full year of operation, EPIC formed four partnerships that bought 68 houses valued at slightly more than $4 million, according to an EPIC prospectus. Four years later, that had grown to more than $50 million in home purchases, the prospectus said.
Last year, EPIC purchased about 2,000 houses from U.S. Homes alone, one-sixth of the Houston-based company's total building, according to U.S. Homes' chief financial officer. Now its partnerships own about 20,000 homes, which are worth $1.5 billion.
The original EPIC spawned a host of EPIC companies, from EPIC Mortgage to EPIC Residential Network, from EPIC Commercial Investment Corp. to EPIC Realty Services.
There is a dizzying array of related corporations: Among those mentioned by McCuistion in a deposition taken in June were Air EPIC, which provided "air transportation to affiliates;" the Luft Corp., which owned and operated a hot air balloon that it leased to a Community S&L subsidiary for advertising; and Prune Leasing and Plum Leasing, which rented cars, equipment and computers to the savings and loan and its affiliates.
The entire corporate structure, with its multiple layers of subsidiaries constantly shifting with spinoffs and mergers, is so complicated that McCuistion, when asked in a recent deposition about his position at EPIC Realty Services Inc., replied: "I don't recall. It's probably vice president of something."
In 1982, Billman and other EPIC officials decided to beef up their corporate portfolio with a savings and loan.
They shopped around, eyeing thrifts in Florida and California, and even made a bid for the Baltimore-based Old Court Savings and Loan, where, three years later, a run by depositors precipitated the first round of Maryland's savings and loan woes.
"Thank goodness, it the acquisition didn't happen," McCuistion remarked in the deposition, taken in June.
A crucial component of EPIC's success was Billman himself, friends and associates said. They described the balding, bearded Billman as aggressive and energetic, a born entrepreneur with a quick grasp of convoluted financial transactions.
"Nobody ever gave Tom Billman a damn thing," said Christman, his childhood friend. "He did it all on his own. He worked 14, 16 hours a day."
"He's a first-rate salesman . . . a showman type," said Arnold. To make the EPIC idea succeed, he said, "You've got to be a salesman, it's so complicated to explain."
Said Moore, "When's he's talking to you, you get the impression you're getting all of his attention . . . . He's a raconteur. He can tell stories, get a crowd together, entertain them."
Many of those conversations revolve around property and the intricacies of real estate financing. "He's an entrepreneur, that's the best way to describe him," said William F. Sinclair, president of Washington Federal Savings & Loan, who met Billman playing squash and raquetball at a local athletic club about seven years ago. "When we'd see each other at the gym we were always talking business, it was always related to mortgages or mortgage financing . . . . You could tell from the way he talked that he knew mortgage financing from the acquisition phase on."
Billman has not stinted in enjoying the fruits of his labors.
He lives with his wife Clare, an Alabama native whom he met in college, and their three teen-aged children at an $830,000 monumental brick mansion in McLean with a full circular driveway.
"It looks like a public library," John Brophy, a former neighbor, said of the house. Of Billman, he said, "he has a lot of money, and wants people to know it."
Christman has been Billman's guest at an estate on the Eastern Shore of Maryland that Billman's business associates have said is owned by an EPIC-related company.
Last November, EPIC Realty Services Inc. sold a 53-foot yacht to Annie Glenn, the wife of Ohio Sen. John Glenn and Gen. Tom Miller, an old friend of the Glenn family, for $275,000, according to a spokesman for the senator.
Billman, one Northern Virginia builder said, showed up in a tennis sweater and slacks at a meeting where other participants wore three-piece suits. The builder said he took that as Billman's way of saying, "I am so rich, I don't have to come to the meeting dressed up."
As any successful businessman, Billman has aroused his share of controversy over the years.
Developer William J. Harnett, the chairman of Washington Homes Inc., and a former minority shareholder in EPIC, has sued Billman, McCuistion and various EPIC companies, charging fraud and deceit through a variety of complicated corporate maneuvers.
In the fraud suit, scheduled to go to trial next month in federal court in Alexandria, Harnett contends that the men "looted" two EPIC subsidiaries for themselves "in the guise of" such things as "management fees," "operating expenses" and other payments.
In another suit, filed in Fairfax County Circuit court, Harnett alleges that the two men fraudulently diluted his interest in two EPIC subsidiaries by exercising an EPIC-owned stock option on their own behalf.
The Fairfax suit asks the court to determine the value of Harnett's holdings in EPIC at the time of the Community merger.
In court filings in both lawsuits, lawyers for Billman, McCuistion and EPIC have denied any improprieties. Gerard F. Treanor, a lawyer for the two men, declined further comment on the suit, and John A. Fornaciari, a lawyer for the companies, did not return repeated phone calls.
Part of the Alexandria suit involves a company called EPIC Mortgage Servicing, Inc. (EMSI), spun off from EPIC as a separate entity just before EPIC's March 1983 merger with Community S&L. Harnett still owns a minority interest in EMSI.
He asserts in his complaint that Billman and McCuistion diverted the "lucrative and expanding" mortgage servicing business away from EMSI and back to their EPIC group of companies, leaving EMSI "little more than a shell corporation with no operations and no activities" other than what it had at the time of the spinoff.
In addition, he alleges in the complaint, the men "appropriated themselves during 1983 and 1984 over $300,000 of EMSI's assets in the guise of salaries, management fees, professional fees, and other excessive payments, without legal justification . . . . "
In court papers filed in response to the lawsuit, lawyers for the two men and EPIC argue that EMSI was never intended to take advantage of new mortgage servicing business, but rather only to continue to handle the mortgages it had at the time of its creation.
As to the allegations of excessive payments, the lawyers assert that all of the disputed fees were reasonable.
"Comparison of the alleged $300,000 of misappropriated funds with the EMSI financial statements shows that plaintiff is alleging that virtually every salary, management fee and professional fee paid by EMSI was improper," one court paper stated.
"Plaintiff's allegation is simply that EMSI should have operated for free without incurring any such expenses."
At the end of its fiscal year in February, EPIC underwent a major corporate transformation. Billman, who had been the controlling figure at the head of the firm, transferred his interest in EPIC's and Community's parent company to a stock option program for top EPIC management.
That same month, Billman set up an entirely new corporate structure under the aegis of a holding company named Crysopt, which sources say stands for "opportunity in crisis."
In a deposition taken in the Harnett lawsuit, Billman said that several EPIC-related companies were then "spun off" to Crysopt, which is owned entirely by Billman. The companies included Cavalier Oil, which drills for oil near Billman's home town; EMSI, which was later merged into Cavalier; District Realty Title Insurance Co., a prominent Washington area title insurance company; and Merrill Natural Resources, an oil exploration company.
A few weeks later, a group of Billman's friends from college days met at Mama Ayesha's Calvert Cafe in Northwest Washington.
Billman, who had not been expected to turn up at all, came in late from a business meeting, mentioned that he had been having problems at work, and ducked out early, Ralph Moore recalled.
Billman's friends, Moore said, didn't press their former fraternity brother about what was wrong.
"We figured that it was his business." By Ruth Marcus and John Mintz; Staff writer Albert B. Crenshaw contributed to this report. CAPTION: Picture 1, Tom K. Billman . . . caught in savings and loan storm; Picture 2, This $83,000 brick mansion in McLean, complete with circular driveway, is the home of Tom Billman and his wife Clare. Photos by Sharon Farmer for The Washington Post; Picture 3, Clayton McCuiston . . . "probably vice president"