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Carlow's back, amid court dispute over former cement plant
Heard Off the Street
Sunday, August 31, 2008

When Michael Zampaglione showed up at Kosmos Cement's shuttered Neville Island plant in December 2005 and said his client was interested in buying it, Kosmos was all ears.

Eighteen months later, Kosmos inked a $1.9 million tentative deal with GMI Land, Mr. Zampaglione's client. A condition of the sale was that GMI would not make cement or related products at the plant, which Kosmos decommissioned in 2001.

It was only then -- after the sales agreement was signed but before the transaction was completed -- that Kosmos accidentally found out Mr. Zampaglione was really Michael P. Carlow, who went to prison in 1996 for masterminding a $31 million check-kiting scheme so vast that a federal judge said he'd never seen anything like it in 24 years on the bench.

It was only a matter of time before Kosmos discovered that Elizabeth G. Jones, GMI Land's sole shareholder, was Mr. Carlow's longtime girlfriend, the woman who stuck by him while the Uniontown native served 68 months in prison, who let him move into her Upper St. Clair home following his release in 2002.

Nor did it take long for Kosmos to experience Mr. Carlow's sometimes unconventional approach to business, something the hundreds of workers and creditors victimized by his crimes could have warned the cement maker about.

Shortly after the sale was completed in November, Mr. Carlow and two of Ms. Jones' brothers involved in the business told at least six witnesses they intended to restart the cement plant, according to papers submitted in connection with Kosmos' lawsuit, filed Jan. 18 in Allegheny County Common Pleas Court.

Citing "flagrant and deliberate breach" of the prohibition on cement making, Kosmos sought an injunction preventing that from happening. Also named as defendants were Griswold Manufacturing and Neville Island Supply, two related entities Kosmos says are owned by Ms. Jones and Mr. Carlow, "a/k/a Michael Zampaglione."

Mr. Carlow's named was changed from "Zampaglione" in 1960. Carlow was the name he used to build a house of cards that included: Pittsburgh Brewing, Clark Bar-maker D.L. Clark, City Pride bakery in Lawrenceville, furniture companies in New York and Connecticut, cement companies in Ohio and Washington, and a ready-mix concrete company in Alaska.

The empire collapsed in 1995 when PNC Bank discovered Mr. Carlow had used a whirlwind of checks to make off with $31 million. Mr. Carlow was indicted on bank fraud and other charges a year later. He pleaded guilty and was given an eight-year sentence.

Although Kosmos knew who it was dealing with before the property changed hands, it went ahead with the transaction anyway, believing the use restriction in the sales agreement protected it. After seeing what Mr. Carlow and his associates were doing at the site, Kosmos wasn't so sure.

In court papers, the company stated that Mr. Carlow and his associates: hired people who know how to operate and maintain a cement plant; refurbished equipment needed to make cement; sought bids for related equipment; and listed cement manufacturing as their business when applying for insurance.

"Cement is in Mr. Carlow's blood," Richard F. Paciaroni, one of the K&L Gates attorneys representing Kosmos, said in a court filing. "Since he can't own anything in his own name, he uses Beth Jones as his 'straw man' for business transactions."

Ms. Jones said in an April 8 deposition that she owns the Range Rover Mr. Carlow drives and is, as far as she knows, the 57-year-old consultant's only source of income. When Joseph Safar, another K&L Gates attorney representing Kosmos, asked her why she wanted to get equipment at the plant running, Ms. Jones responded: "I don't have a direct business plan in mind, if that's what you're asking."

Two days later, Raymond Gilmore, Ms. Jones' brother and manager of Neville Island Supply, told Mr. Safar that Mr. Carlow was not serious about making cement.

"Michael has talked about making cement in jest at times, sometimes in a playful way, sometimes as a way of, how should I say it, stirring up controversy," Mr. Gilmore stated.

GMI attorney Michael Plummer told the court "there is no current plan to manufacture cement while the use restriction remains in effect."

Common Pleas Judge Christine Ward issued a preliminary injunction May 23 enforcing the prohibition. Since then, the parties have been trying to negotiate a long-term arrangement, according to Mr. Plummer.

"The court is hopeful that the parties can work it out," he said Friday.

Mr. Safar said he could not discuss the case.

Mr. Plummer said his client wanted to return the former cement plant "to the production of something. ... We want to bring back jobs," he said.

Mr. Carlow used the same refrain to persuade PNC, politicians and others to bankroll his previous ventures. Seems like his current civics projects are being subjected to the type of due diligence his past undertakings deserved.

Len Boselovic can be reached at lboselovic@post-gazette.com or 412-263-1941.
First published on August 31, 2008 at 12:00 am