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Little Big Crony

It's an unusually warm day for what passes for autumn in Houston, and Billy Burge is playing hurt. The chairman of the Metropolitan Transit Authority has just returned from yet another trip out of town -- Boston, this time -- and is back to work at his day job as president of Ayrshire Corporation, the development firm started 48 years ago by his father.

Burge is a man of almost monotonous good spirits, but the rigors of the road are testing him. He looks tired. His boyish face, round and pink as a piece of candy, is now deeply and malevolently creased. Climbing the stairs to Ayrshire's second-floor conference room, a cup of coffee in one hand, a stack of messages in the other, he explains how his "goofy back went out" as he stooped to pick up a suitcase. "First time it's ever happened," he notes.

It's a bit of an occasion to hear Burge's voice for the first time. It's what you might expect from a 53-year-old man named Billy: a twangy, cartoonish chirp that neither soothes nor irritates, though it's prone to abrupt shifts in speed, revving into high gear when he's angry. At 5 feet 5 inches, Burge is cushy and compact and, when he's on his game, as inviting as a bowl of sweets -- which is to say, you either can't resist him or you avoid him when you can. An unabashed glad-hander, Burge, as one friend put it, "is someone you want to find a way to say yes to."

Others -- none of whom will say so for the record -- suggest that the happy schmoozer is only half the Billy Burge persona. The other half is a spoiled and undisciplined man whose convictions are shaped, not by passion, but by time and place and opportunity. Below Burge's inviting surface, they say, lies a self-serving competitiveness that, over the years, has cost him relationships with longtime friends and family members.

Burge slips uneasily into a padded chair in his company's conference room. To his right, a wall of windows looks out over Allen Parkway a block away. Midmorning traffic whizzes to and from downtown, which is so close to Ayrshire's headquarters that it appears as if the looming skyline is about to swallow the company's modest two-story building.

Until recently, it seemed Burge was only mildly interested in the daily migration that takes place outside his window. But in August, at the annual meeting of Central Houston Inc., a group dedicated to promoting the central city, Burge made news by announcing his support for Oilers owner Bud Adams' controversial proposal to build a domed stadium downtown. A few days later, in a rambling Sunday op-ed piece in the Houston Chronicle, Burge suddenly assumed the job of number one cheerleader for a major revitalization of downtown. He waxed nostalgic about downtown's glory days and prophesied their return with the construction of "capital-scale projects," including a casino and a new hotel near the George R. Brown Convention Center. He goofily encouraged every Houstonian to pick a project and "be part of the team working to make Houston and downtown thrive and grow."

On the one hand, Burge's interest in downtown marks a departure from his past; Ayrshire's impact on Houston has largely been a suburban phenomenon. It started with a post-World War II development near Bellaire of 800 acres -- at the time a venture of unheard-of scope in Houston -- and continued with mixed-use projects and master-planned communities farther out as the city grew. These days, Ayrshire is involved in major commercial projects in New Orleans, New York, Atlanta and Los Angeles. But because a massive redevelopment plan for the Fourth Ward with American General has been scrubbed, downtown Houston has yet to be subjected to the Ayrshire touch.

Yet on the other hand, it's hardly a surprise that Billy Burge should be waking up to downtown. Lots of people have since Burge's close friend and fellow developer, Bob Lanier, was elected mayor in 1991. Lanier's election owes a lot to his pal Billy, since it was Burge who finally convinced a reluctant Lanier to run. "Elyse [Lanier's wife] called the house one day and said, 'We're running out of time. If anyone can talk him into it, it's you,'" Burge recalls. Burge organized a breakfast for a group of Lanier's friends, including developers Harry Reed, Wayne Duddlesten and Jimmy Hill, in which they decided Lanier was their man.

"We told him there was nobody else out there ... no leadership and no politician except Kathy Whitmire and her liberal agenda. So [Lanier] said, 'I'll run an internal poll, see where things stand. See if you can raise $200,000,'" says Burge. "So I went to see three or four people and came back and said, 'I got your $200,000. It's all yours. No obligation.'"

Burge says Lanier ran for mayor partly out of a sense of obligation to his friends, who were looking to get a businessman back in City Hall. Burge took charge of Lanier's campaign finances, raising $3 million from the suburban business and real estate circles of which both men had long been a part. Following his election, Lanier rewarded Burge by promoting him from county representative on the Metro board to chairman of the transit agency, making him the first county appointee to hold that position.

As mayor, Lanier the builder and banker has aspired to become what one political observer calls "the Franklin D. Roosevelt of Houston." He has directed millions of dollars, not to mention his aw-shucks personal charm, to projects such as "Neighborhoods To Standard," a streets-and-sidewalks repair program designed to invigorate Houston's inner-city and close-in neighborhoods. The result has been a popularity so widespread that Lanier has been able to chuckle and harrumph away what meager dissension he's encountered. Barring the second coming of FDR himself, he will likely be a runaway choice for a third term next November.

Burge has found the ride a bit rougher. Much of the funding for Lanier's agenda -- some $110 million in the last two years -- has come from Metro's 1 sales tax subsidy. Voters in 1988 gave the city approval to take a quarter-cent of the subsidy for street projects, but under Lanier and Burge that "street project" approval has been interpreted to include everything from more police to hike-and-bike trails. In essence, critics say, Metro's coffers have been cannibalized -- and its riders penalized -- so Bob Lanier could fulfill his campaign promises.

Last month, Burge was vilified when the Metro board, citing a budget crisis, voted to raise the basic bus fare from 85 to $1 and to privatize 48 staff positions. Debate over the fare hike corresponded with news that Burge and two other board members had dined at expensive restaurants on Metro's dime. At the budget vote, the tensions between Burge and his critics fueled an ugly exchange with state Representative Sylvester Turner, an exchange that ultimately resulted in Burge apologizing to Turner. It was a rough public coming-out for Burge, who, despite his nearly three years as Metro chairman, had until then pretty much remained a behind-the-scenes power player.

But such unpleasantness is well behind Billy Burge as he looks out over Allen Parkway. The walls of Ayrshire's offices offer a psychological tonic in the form of large color pictures of his family's imprint on the Earth: the first Ayrshire subdivision near Bellaire; several million square feet of commercial development in downtown New Orleans, with the Louisiana Superdome looming nearby; Citicorp Plaza, a $500 million office tower in downtown Los Angeles.

Burge can recline before this tangible proof of his success and point out that his Metro critics aren't businessmen and are therefore unqualified to question the very businesslike chore of running a transit agency. As for the news that greeted him and his aching back this morning -- that Bud Adams was stepping away from his downtown dome plans in the face of Lanier's tepid response -- well, that can't stifle Billy Burge's enthusiasm, either. He's a real estate developer, a profession that demands thick skin and persistence. Just look up on the wall, he seems to want to say. Think big. And never say never.

"If you could really get the right people behind you," he says, raising an arm to point toward the green banks of Buffalo Bayou, "I'd take this bayou right here and I'd cut that thing right through the middle of town. And then I'd pull that river up close, put some water in there and do something with that."

Though his eye is on the future, William Farley Burge III owes the luxury of his vision to bygone days. He is every bit the old-style developer, a throwback to the days when guts and an endless optimism weren't worth a hill of dirt if you didn't have someone's ear at City Hall. That's never been a problem in Houston, a city long dominated by business and political elites who shared the notion that you can never grow too fast or too big.

"The culture here was always, 'We've gotta grow, we've gotta become this big city, this important city,'" says Richard Murray, a professor of political science at the University of Houston. "You could go back and find a lot of these developers who maintained close relationships with particular mayors. It's a common pattern in this city's development. It was good for business."

The most famous example of local political bedfellowing is the power gatherings in Suite 8F of the old Lamar Hotel in the 1940s and '50s. Legendary figures such as Jesse Jones, Gus Wortham and the Brown brothers, George and Herman -- men who had made their fortunes and now wanted to choose and influence those who would hold office -- met regularly in 8F to play cards and hash out the city's future. They were empowered, not only by their social and economic graces, but by a not entirely arrogant belief that what was best for them was best for Houston.

In both style and substance, Billy Burge is a descendent of Suite 8F. Certainly, his father, Bill Burge Jr., was a benefactor of its influence. At age 16, Burge Jr. ran away from home in Missouri and came to Houston, where he went to work for the Brown brothers' firm, Brown & Root. He started Ayrshire with David Hannah Jr. in 1946, and almost immediately took advantage of the good-ol'-boy network that was determined to make Houston the economic giant of the South.

The following year, Oscar Holcombe, "the Old Gray Fox" famous for his close association with the 8F crowd, was once again elected mayor. Holcombe's first order of business after the 1947 election was to abolish the city manager form of government. He then took charge of an annexation strategy that doubled and redoubled the city's size in less than a decade. New homes built on land secured in 1949, when annexation fenced in Pasadena, would become the linchpin of Ayrshire's rapid growth.

Jimmy Hill, a friend and business contemporary of Bill Burge Jr. -- at age 79, the elder Burge still shows up for work each day, though Billy III runs the company -- says it was much easier to do business back then. "Holcombe was mayor for so long, nobody needed to be involved in politics," Hill says. "You used to be able to get a permit in five minutes. It's totally different now. There are so many regulations for toxic waste, endangered species, the handicapped, civil rights, sexual harassment. It's literally so expensive, it's about impossible to develop."

By the late 1960s, Ayrshire had begun to form partnerships across the country, moving from home building to real estate speculation. The most impressive example of the Burges' vision and their influence is the Poydras Plaza development in New Orleans. In 1971, with the help of George R. Brown, Ayrshire bought 22 acres of undeveloped land downtown. A year later, the company sold 11 acres of the land to the city of New Orleans for construction of the Louisiana Superdome.

While the Superdome was going up, Ayrshire, Prudential Insurance Co. and developer Edward DeBartolo began to transform the rest of the property into a massive commercial development that now includes shopping centers, office buildings and hotels. Also tied to the project, according to a 1980 New Orleans Times-Picayune story on the opening of a 24-story office tower, were "several prominent New Orleanians ... involved in the project through Ayrshire Corp."

"We had been in New Orleans since 1953," Burge says. "We were local and very tied to the political system." Burge says the situation he saw with Poydras Plaza is similar to the situation he sees now with undeveloped property near the Brown Convention Center, which has been discussed as the site of any future stadium or entertainment-complex development. "Everybody's talking about how you can't do downtown," he says. "But that acreage [in New Orleans] was transformed into 6 million square feet in 15 years, and the catalyst was a stadium."

"The resistance here is because the Astrodome and the Summit were politically driven and not driven from a market standpoint or a real estate standpoint," he adds. "They were political payoffs to [Judge Roy] Hofheinz and the Sakowitz family. I mean, that's why they are where they are. If those two stadiums had been combined downtown 30 years ago, you'd have hotels and restaurants down there and you wouldn't have all the talk and all the gyrations we're going through today."

Not that the New Orleans project was without gyrations. One problem, Burge says, was the use of state revenue bonds to fund the Superdome, bonds that were capped at a 6 percent rate of return. Banks were reluctant to buy such low-yield instruments, holding up the sale of Ayrshire's land to the city. But "typical of Louisiana," Burge says, the governor called all the big banks up and said, 'If you want to be a depository for us, you'd better take some of these below-market bonds.'"

Also crucial to the project was a narrow strip of city-owned land next to the Superdome. In what became known as the Poydras Land Swap, DeBartolo traded an old building on Canal Street for the parcel, which is now a major retail site called the New Orleans Center. The swap was controversial because New Orleans' mayor at the time was considered too chummy with local developers. Clancey DuBos, a former New Orleans newspaper reporter who covered the issue, says he was initially skeptical of the deal but later concluded that it worked out well for the city.

"The city got a turkey of a building that sucks up money," Dubos says. "But [it wasn't] going to develop the land it owned next to the Dome anyway. Now that land is on the tax rolls to the tune of millions a year in property taxes, not to mention the sales tax from the retail."

By the early 1970s, Ayrshire had formed two partnerships with New York-based investment bankers Morgan Stanley. Among Morgan Stanley's clients was the Japanese conglomerate Mitsubishi, which was looking, as Burge put it, to "saddle up" with U.S. developers. The Ayrshire-Mitsubishi partnership in 1972, Burge says, "kinda became my territory. It put me on my own in terms of that being my 100 percent focus and backing off the company and my father -- to cut the ties and really run with something."

The new partners did residential developments in Houston and Atlanta, then, in 1987, started Citicorp Plaza, a 3 million square-foot office and retail complex in downtown Los Angeles. Then, Rockefeller Group Investments approached Mitsubishi during a company restructuring. Burge was suddenly on a plane to New York, and for the next two years would spend most of his time shuttling between the Big Apple and Tokyo. Then came the news that the Japanese had bought what many people suddenly learned was a beloved piece of American real estate: Rockefeller Center.

Burge is relatively low-key about his role in the sale, considering it's one of the most famous -- some prefer infamous -- real estate transactions of the 20th century. "The Japanese had a great desire to have what they thought were trophy representations in both Los Angeles and New York," he says. "There was a marriage there. That was the personal part of it, to see two giants like a Mitsubishi and a name like Rockefeller join together."

Though the union with Mitsubishi has made Burge his own man (not to mention buckets of money), it has come at a price. Two years ago, Ayrshire went through a restructuring of its own. Burge says it was just time for Ayrshire's partners to "do different things." Others say it was a bitter parting of the ways between Billy and his brother, Eddie, precipitated by greed and Billy's ego. Eddie, as well as other principals in Ayrshire -- Arthur Coburn and David Hannah III -- declined to be interviewed for this story.

They no longer speak to Billy either, according to one source familiar with the myriad of relationships involved. The reason, of course, is money. "The Burges did deals under the auspices of having a partner, then they cut the partner out," says the source. "Billy's just a genius at that. His only agenda is making money for himself, and he's good at it."

Burge acknowledges the break was caused in part by the international direction Ayrshire had taken. He says he had a choice of selling his interest or buying the others', and he chose to buy. "Philosophically, there was a difference in the long-term goal for the company," says Burge. "It wasn't something that had to be done, but it was the right time for everybody."

Apparently, this is not the right time to be talking about Billy Burge. Few people are willing to discuss him. The mention of his name usually elicits a sign of recognition that is then followed by vague, relatively benign recollections. Of the score of people contacted for this story, only a few agreed to be quoted by name. Many wouldn't speak at all. All -- particularly those who travel in the same business circles as Burge -- either chose their words carefully or pleaded ignorance.

A Houston real estate consultant put it best: "It's kinda interesting in a way that he's so mysterious and yet so powerful."

But to some, there is no mystery to Billy Burge. All one has to do is study the time-honored methods of doing business in Houston, and then take a quick read of the political tea leaves. "It's because of his relationship with Bob Lanier," says a local political observer. "And the world quakes at the thought of Bob Lanier being mad at you."

If not for their mutual interest in land development and the future of Houston, it would be hard to imagine Billy Burge and Bob Lanier having anything in common. Burge, a diminutive schmoozer, seems the exact opposite of Lanier, a big, almost shy man with a preference for hard facts and windy public discourse. Unlike Burge, the oldest of three children in a well-to-do family who inherited his political and personal assets, Lanier was the youngest child in a family that struggled through the Depression. While Burge was an unruly sort who had trouble staying in the handful of colleges he tried to attend, Lanier was a good student who studied English before getting a law degree at the University of Texas.

Their professional lives are similarly distinct. Lanier left the prominent Baker & Botts law firm to start his own law practice, where he began dabbling in real estate. While Burge rode the security of his father's company to bigger and better deals, Lanier quit law to enter the real estate and banking business. Lanier became a classic risk taker, specializing in buying and resuscitating failed financial institutions. Burge, one source says, opts for a different approach.

"A classic Burge deal is to borrow against the other guy's assets, to jerrybuild the thing so he would be the guy in charge and he didn't have to put up a fucking thing," according to the source. "If he can do it without using his own money, that makes him the equal of his dad. If he just uses his dad's money and setup, that's a management deal. If he does it his way, that makes him an entrepreneur. It's always struck me as weird."

Others suggest that Burge is often not given his due because he's a genuinely nice guy who enjoys a beer and a good time. "I think Lanier is very methodical and Billy certainly is not. He's more of a do-er," says Jim Jard, chairman of the West Houston Association, a pro-development planning group. "Lanier wants to study a problem, wants to hear all sides of it and wants people to think through their ideas before they come to him. Billy is a more intuitive type person, the kind of guy who wants you to tell him 20 ideas and if one of them is good, then great."

Burge says his friendship with Lanier goes back at least 20 years. He admits they are very different, but, he says, they share a business and political philosophy -- "a feeling of wanting to go out and make things happen."

"Business people can be effective in the political arena if given the time," he continues. "There's enough money to do these things right if you get in and run it right. That was a common bond we all had."

The two haven't always agreed -- or so it seemed. One example was last year's referendum on zoning. Burge led the crusade against zoning, while Lanier backed the concept. Or did he? "Lanier got up and said, 'I'm for it,'" observes a local political consultant. "Then all his people and all their money went against it. Lanier is an absolute master at being for and against something at the same time, and he does it through these cronies of his." Similar conjecture has been heard about Burge's hearty support for a downtown dome and Lanier's reluctance to commit taxpayers' money to Bud Adams' dream.

In 1987, County Judge Jon Lindsay approached the West Houston Association looking for someone to appoint to the Metro board. Members recommended Burge, who founded the suburban pro-development group and served as its chairman. (He currently sits on its board of directors.) Until then, Burge had been content to play from behind the scenes, much as his father did in the old days. Certainly, if the opening of a six-mile stretch of the Grand Parkway earlier this year is any indication, he already had enough friends in high places.

Grand Parkway, conceived in the early 1960s as a way to accommodate Houston's growth beyond the Beltway, was thought to be a dead issue when a group of major landowners in the area the parkway would serve, among them Burge and Lanier, resurrected the project in 1984. They offered to donate land and money for design to the State Highway Commission if the state would build a section of the road near Cinco Ranch. The commission, chaired by Lanier at the time, agreed. Legislative approval to begin the road was secured by State Representative Ed Emmett of Kingwood, who was later forced to resign a paid position as executive director of the North Houston Association, a group of landowners whose members stood to gain from the road's construction.

As chairman of Metro five years later, Lanier would once again help the project along by pledging $4.5 million of Metro's money for further design. But during his 1991 campaign, Lanier's involvement with the Grand Parkway as both a public official and landowner as well as other revelations about his land dealings barely registered with voters. He beat Whitmire, then -- in a runoff campaign in which his opponent, Sylvester Turner, was almost destroyed as a public figure

-- was elected the first openly pro-business mayor since Jim McConn was ousted by Whitmire in 1981.

It almost seemed as if the ghosts of Suite 8F were returning from the ruins of the Lamar Hotel. "Certainly, superficially, it looks like you've got a lot of those patterns again," says Richard Murray, the University of Houston professor. "And somewhat surprisingly to a lot of folks, who thought the election of people like Hofheinz and Whitmire suggested we had moved on beyond that."

Burge's tenure as Metro chairman demonstrates how hard change comes in Houston. Burge was a county appointee under Chairman John King when, in 1987, the board voted unanimously to set aside 25 percent of Metro's 1 sales tax subsidy -- about $180 million annually -- for general mobility projects. The set-aside was part of an overall compromise plan for spending on rail and streets worked out between King and a group of businessmen that included Lanier. In January 1988, voters approved the package, which included pay-as-you-go funding for a proposed $1.2 billion monorail rail system and $560 million over 13 years for bridge and street projects.

Three months later, when King, assuming that Metro would soon begin construction on a monorail system, resigned as Metro chairman, then-Mayor Whitmire chose Lanier to fill the post because of his role in gathering voter support for the rail and streets plan. But in truth, Lanier "hated monorail," says one source, "because it didn't service the suburbs and he thought it was simply being sold because it was futuristic." Lanier led a movement to kill the plan he had helped sell, inducing Whitmire to force him to resign and then name Anthony Hall as his replacement. Burge took over the anti-rail faction on the Metro board.

"Lanier and I were kinda the lone rangers in the anti-rail push," Burge explains today. "After Kathy kicked Lanier off, I stayed close to him and fed him information on what was really happening politically. He was convinced the numbers were not there, that [rail] would bleed the system."

Burge, with the support of suburban and county appointees, succeeded in delaying a key vote on a 22-mile monorail proposal drawn up by Metro staff. He opposed the plan because it did not continue out into the suburbs. The plan -- amended to extend to Beltway 8 -- was eventually approved, but it was in trouble.

Just weeks after Lanier took office, the board -- now dominated by Lanier appointees, including new chairman Billy Burge -- officially killed the monorail project and approved a transfer of $100 million from Metro to the city to indirectly fund 655 new police officers. Under Burge and Lanier, such transfers to the city have risen from 25 percent of the transit agency's sales-tax subsidy to more than 50 percent. "There was a lot of the Whitmire legacy that needed to be overcome, things not really being effective and not being done for business reasons," Burge explains. "So he got in there and, like a business person, tried to figure out what was necessary to build, to get money into these inner-cities, which Whitmire never did."

But former Metro chairman King says exceeding 25 percent of the subsidy violates the "solemn contract" to which voters agreed in 1988. "When I left Metro, we had something like $600 million in reserves that had been set aside for rail," says King. "They're depleting their cash reserves in an illegal manner, and the fact that they need a fare increase to help their cash flow is a tragedy."

The policy, however, has enabled Lanier to take credit for, among other things, a reduction in crime that he attributes to his placement of more police officers on the street. While Burge has been his chairman, Lanier has committed about $450 million of the approximately $600 million Metro surplus -- none of which will be used for rail as originally planned.

Yet even some rail advocates, particularly among downtown business people, say the new spending has helped. "The practicalities now are we have a strong mayor who feels otherwise [on rail]," says Richard Everett, president of Century Development and a member of Central Houston Inc.'s executive committee. "To his credit, he is doing a lot of things, inner city, that I didn't think he would do."

Lanier's critics, however, say his short-term political benefits will have serious repercussions. "Nobody was willing to take him on," says King, "either because they were fearful of the mayor or they had other things on their agenda or they were tired of fighting Metro's battles. And [Lanier] comes along and says, 'Hey, I can reduce crime and, hey, I can use Metro money to do that.' In the end, you'll wind up with a bus company that is just a bus company and nothing more. And it'll have to increase its fares because its cash has been materially depleted."

King and others say that until there's a Metro chairman intent on keeping political distance from Lanier, Metro money will continue to be spent on non-transit needs. One current board member, who did not want to be identified, says Lanier essentially took charge of Metro by appointing Burge chairman. "I defy you to find a single time when Burge has voted against what Bob Lanier has wanted out of Metro," the board member says. "And I'm not so sure that Billy Burge isn't running up trial balloons and leaving the mayor sitting in the background until somebody gets a read on what the community reaction will be."

But such criticism has been rare, as has any real outrage over how Lanier and Burge have both used Metro to further their own interests. The Grand Parkway was one example. Another was a Park & Ride site approved by the full board near land owned by Burge and board member Holcombe Crosswell. The board had to vote a second time on the site, with Burge and Crosswell abstaining.

A much more lucrative conflict may lie in Metro's dealings with Southern Pacific Railroad. In December 1992, when Metro was publicly bandying about the idea of pursuing construction of commuter rail lines, the transit agency agreed to purchase 128 miles of Southern Pacific line and an Amtrak station.

Metro completed the first phase of the deal by paying the railroad $45 million for 58 miles of right of way along the Westpark Corridor, from Dunlavy Street out to Eagle Lake. Metro plans to contribute six miles of the right of way, plus $130 million for a special toll road heavily endorsed by, among others, the West Houston Association. But after the Westpark purchase, Metro decided not to buy the Amtrak station and the other 70 miles of track, which lies north of the city. At the time, Burge said Metro needed to save money in anticipation of increased spending for street maintenance. The agency had also shelved the commuter rail concept. Earlier this year, Southern Pacific sued Metro for bailing out of the deal. Metro also sued, claiming it deserves a $19.7 million refund on the Westpark purchase. Both suits are pending in federal court.

More than one observer finds it odd that the only consummated part of the Southern Pacific deal will result, not in rail, but in a new highway that will service both Cinco Ranch and land owned by Burge, Crosswell and members of the West Houston Association.

"They had talked about commuter rail lines all over the place," says one source familiar with the Southern Pacific negotiations. "But they had no intention of doing any of that. It was all a straw man to divert attention from the fact they were buying a rail line out to the west side."

Perhaps only in Houston would such doings be considered business as usual. Only in Houston are they, perhaps, something to be admired. After all, conflict of interest might seem to be only the flip side of the Texas-style wheeling and dealing that built this city and its fortunes. But while change comes hard, things do change.

To those who witnessed the September 22 vote on the Metro budget, though, it would be hard to make the point that things have changed much. The meeting had been shaping up for weeks to be a raucous affair. At stake was much more than a $557 million budget, a 15 fare increase and 133 jobs. Also on the table was a style of governing that, as in the past, seemed to owe more to done-deals than healthy public debate.

Billy Burge came prepared. He gaveled down the first speaker, Harris County judge candidate Vince Ryan, as soon as Ryan launched into what was destined to be a politicized dissent to the fare increase. Burge sat quietly, hardly appearing to absorb what was being said, as a line of private citizens and lesser-known activists weighed in with opposition. Burge was even relatively cordial when City Controller George Greanias, a vocal critic of Lanier and Burge, struck to the heart of the budget matter.

"One of the dangers in government," Greanias said, "is that there are a lot of ways you can accomplish a lot in the short term, if you're willing to bend and ignore the rules." Greanias' point -- that Metro wouldn't be raising fares if Lanier hadn't spent so much of its surplus -- seemed to roll right off Burge until board member W.W. Thorne seconded the argument.

"Wait a minute," Burge said, his voice firing like a toy machine gun. "I don't believe you've both ever worked for a living. Thorne? Sit up, you need to hear this...."

But Greanias had spent the better part of a month ripping the budget; his opposition was expected. Burge had even invited it by asking Greanias to appear before the board.

Burge had also invited Sylvester Turner, who a week earlier had called for the Metro chairman's resignation. Turner was a much more dangerous man than Greanias in the eyes of Billy Burge. Greanias was a numbers cruncher, and it was well-known that the numbers he had crunched, in his view, added up to trouble. Turner, on the other hand, brought a whole different set of baggage to the meeting.

He had entered the 1991 mayoral race (some say at Lanier's urging) and, to the surprise of many, nearly became Houston's first black mayor. Lanier and Turner had beaten Whitmire in the general election, and their runoff turned into an ugly, racially charged battle for spoils between the old guard and Houston's increasingly powerful minority voters.

Now, Turner had fired up black legislators and ministers to issue public denouncements of the fare increase, as well as of Metro's policy of allowing board members to charge meals to the agency. Everyone in the room knew Turner would balance Greanias' policy-wonking with an emotional plea for disenfranchised riders. He began quietly, saying he had once been a bus rider before he bought a car. "But it would be remiss on my part," he continued, "now that I can afford additional means, not to speak out and represent those who have no choice.

"And some say 85 is not a whole lot of money. Eighty-five cents is a great deal of money when that's all that you have, not only to get to your job, but to feed your families. And some of you on this board ought to know that."

As soon as Turner got rolling, his voice rising like a preacher's, Burge announced his time was up. But Turner managed to get in a parting shot that spoke to a half-century of Houston politics: "There will come a time in this city when working men and women will understand they will not have to accept a done deal, by this board or by any board. And you are not any greater than the people who put you here."

It might have ended there, if not for Holcombe Crosswell. Crosswell is a Lanier confidante, a longtime business associate of Burge's and the grandson of Oscar Holcombe, a favorite son of the 8F crowd. As Turner returned to his seat, Crosswell said, "Thank you for that free political announcement. Thank you."

Which prompted Burge to pipe up, "Sylvester, when you run against Lanier next year and, if you win, then you can remove me as chairman, okay?"

Turner stormed back to the podium, shouting, "I am not going to let you do that. My comments are not politically motivated."

"I will ask you to be removed," Burge warned Turner, banging his gavel. When Turner persisted, Burge said, "I'll meet you in the backroom and we'll discuss it there."

Though the fare increase passed easily, Burge's final comment unwittingly threw the bright light of day onto the realities of policy making in Houston. It was merely anticlimactic when Thorne, who cast the lone vote against the fare increase, chided Burge for announcing to the press budget decisions he had never discussed with the board. Lanier reportedly was angry at Burge over the exchange with Turner, and two days later Burge issued a public apology to the state representative.

If there was an element of desperation to Burge's performance, it's because, in a way, everything about the world he inherited has changed. The suburban growth on which his family built its fortune is now being challenged by a renewed focus on inner-city neighborhoods. Ironically, that new growth is being funded in the absence of a comprehensive transit plan, without which, many believe, the future growth of Houston will be limited.

Even where there are opportunities, it's a whole new ball game. Annexations must now be approved by the U.S. Department of Justice, to ensure they aren't designed simply to add more white voters to the city's electorate. Developers must deal with complex environmental and wildlife guidelines. And, finally, in 1990s Houston, politicians and insiders such as Billy Burge have to contend with the interests of blacks, Hispanics, gays, Asians and the poor. Ayrshire's venture with American General and Cullen Center Inc. for a Fourth Ward redevelopment is a prime example. Despite widespread political and business support for the project, which included the demolition of Allen Parkway Village, it was halted by minority and low-income housing advocates. And you can bet Oscar Holcombe and the Brown brothers never had to contend with affirmative action.

"I think he has an altered sense of reality from the world he's always lived in," one lifelong Houston resident says of Burge. "You can't be somebody who's dealing with selling Rockefeller Center and really understand the way other people see the world. His world is the world where Bob Lanier is his buddy-pal."

But don't put Billy Burge out to pasture just yet. There is still downtown Houston, the new frontier. It's at times like this, when Burge's personality and all that possibility converge, that one can understand how Bob Lanier might find him indispensable. He can say all the things the mayor cannot: that downtown must have a stadium; that business people have for too long been left out of the inner-city debate; that Bob Lanier has let them back in.

What's not so clear is what's in it for Billy Burge. He claims to own no property downtown -- "Got rid of it seven, eight years ago, to some Canadians," he says with a laugh -- and as much as public records will reveal, that's true. However, his longtime relationships with such prominent downtown landholders as Wayne Duddlesten and Charles Hurwitz do not preclude an interest.

And despite Ayrshire's success with high-profile mega-projects from coast to coast, Burge doesn't see his company getting in on any commercial development downtown. He thinks the company's local interest will remain residential.

"I'm just trying, with [the Oilers], the mayor's office and Central Houston, to be a catalyst to make things happen downtown," Burge says. "Lanier's posture has always been, you know, "Private sector, come to the table with what you can do and I'll see how much I can match you with my chips." He wanted it to happen, but not get out there in the lead." When it's suggested that there is a perception among many that any major downtown project -- whether it be a stadium or a casino -- will benefit a handful of developers and business people like himself, Burge says that's not the way things work here anymore. "I don't want to compromise trying to get something off [the ground] as a citizen versus making money off of it. If I can be a part of getting this [moving], I'm not looking at the development as much as I am, 'We got to save the city.'"

Lanier, he says, has "a group that he confides in, yes, but there is another layer out there. It's not just that he's my buddy, so we'll get in a room and two hours later come out with a decision. I think Lanier, more than anyone since Oscar Holcombe, has had a big open-door policy."

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Downtown Houston is clearly a topic Burge has warmed to, and he offers the impression he is willing to discuss it in all its intricacies, from Bud Adams to parking to private sector credit enhancement. But he is interrupted by his administrative assistant, who enters the room and hands Burge a message.

"They're in Dave Walden's office," he says, referring to Bob Lanier's co-chief of staff.

"Was this urgent or just...." He decides it isn't. "I'll call back."

Settling back in his chair, Billy Burge explains why Bob Lanier can wait: "He's with Dave. You see, when the mayor's with Dave, it's usually not important. When the mayor calls from his office, it's important.

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