The Virginian-Pilot
                             THE VIRGINIAN-PILOT 
              Copyright (c) 1994, Landmark Communications, Inc.

DATE: Sunday, November 20, 1994              TAG: 9411180180
SECTION: VIRGINIA BEACH BEACON    PAGE: 10   EDITION: FINAL 
TYPE: Cover Story 
SOURCE: BY KRYS STEFANSKY, STAFF WRITER 
                                             LENGTH: Long  :  321 lines

IT ALL STARTED WITH. . . MOM 'N' THE BOYS

MRS. LUCILLE BROCK POTTER is plainly insulted when someone questions that she still gets behind the wheel of a car.

``Yes, ma'am, I drive,'' she says firmly while drying her hands still wet from washing lettuce. Under a snow white pouf of hair, her blue eyes fasten on the person who dares suggest she should stay off the road. Mrs. Potter, who turned 92 in September, has just returned from the grocery store. Two loaves of bread are tossed on the kitchen counter and grocery bags still are on the table.

Some of the boys are coming for lunch.

The boys, her sons and grandsons, are anywhere from 66 to 38 years old. She is petite and trim at barely 5 feet tall, wearing a periwinkle dress, earrings, necklace and a dash of bright red lipstick. ``I've shrunk,'' she complains, frowning.

She is the family's independent and outspoken matriarch, the glue that holds together the Potter clan - a local family dynasty that began in Virginia Beach just after the turn of the century.

The first Potter moved here from Ohio and bought land that the government later forced the family to sell so it could build what is now Oceana Naval Air Station. The second Potter (Mrs. Potter's husband), bought and farmed land along Laskin Road. With a vision toward the future, he built a gas station and small motel. And the third generation, ``the boys,'' developed the entire property, leasing the land for Hilltop North and building Hilltop East and Hilltop West shopping centers. They've created one of the city's most popular, upscale retail districts, making the family wealthier than any of them are willing to talk about.

City records show that the Potters own some of the most heavily trafficked commercial real estate in town, most of it near Laskin and First Colonial roads. Besides the shopping centers, their holdings include banks, restaurants and office buildings. This summer, the Potters donated a 2-acre site near Hilltop East to the YMCA of South Hampton Roads for the Hilltop Family YMCA.

MRS. POTTER'S THREE SONS - Gordon, the oldest at 66; Dean Jr., 62; and John Ray Potter, 55 - are a business combination that works, say friends. Gordon Potter, say some, holds the upper hand in decision-making as the oldest brother. Dean Smith Potter Jr., long the bookkeeper for the family investments, keeps the lowest profile.

And John Ray Potter, says his mother, ``is very smart, but he's different. He's very much business.'' Her youngest son is the most visible of the three. Friends say he likes to live well and enjoy himself. He describes himself this way: ``I have the gift of gab. I'm a deal maker.''

``We'd go broke if they made deals,'' John Ray Potter says of his brothers. ``I've made million-dollar deals on a handshake.''

J. Curtis Payne says the three brothers are a formidable force in the business community. Mayor in the mid-1970s and a former city councilman, Payne has known the family since the 1950s.

``Dean is more or less on the quiet side, a behind-the-scenes type guy,'' Payne said. ``Gordon is more outgoing, very down-to-earth and has a lot of friends in the community. And John Ray is the more outspoken, a pusher. The combination of the three has been good for them.''

John Ray Potter is more flamboyant than his brothers. He wears his hair styled and longer. Open-necked shirts allow a glimpse of gold chain. He sports a thin gold watch and a diamond pinky ring. His tastes run toward NASCAR races, trips to the Caribbean and big yachts, say friends.

But his private life has not been carefree. Divorced, John Ray Potter had a seven-year relationship with Denise A. Wise, a boutique owner who became his fiancee. Two and a half years ago, she was killed in a car accident. It was 15 days before their wedding.

``I'm still getting over it,'' he said, rubbing a hand across his desktop.

John Ray Potter is the one brother who still spends most of his day at their offices, a development company called Potter Properties, on the floor above the Kitchen Barn store in Hilltop West. A small sign in his office says, ``Never Put Life On Hold.''

While his outspokenness seems to both annoy and amuse his older brothers, John Ray Potter also has their respect.

``He likes to spend money and likes to make money,'' said Dean Potter Jr., chuckling softly. He and his older brother grumble that their little brother ``has a big mouth.'' But, he adds, ``We balance each other out in the office. Gordon and I will just say take it or leave it. John Ray likes to make deals. It's a good thing we have John Ray.''

Dean Potter Jr. and his wife, Betty, live in Cannon Shores, minutes from Hilltop. From a picture window in the family room of their red brick ranch they have a stunning view of an inlet that leads to Linkhorn Bay.

He is a plain-speaking man who enjoys taking friends on road trips in his white van and stopovers in simple hotels. He favors roadside picnics with memorable views over expensive restaurants. If he does eat out, Dean Potter Jr. orders water to drink.

``I won't pay 95 cents for a glass of iced tea,'' he says, half laughing at himself.

In the late '60s he began stopping in at his mother's house for breakfast every Wednesday morning, a tradition he and his nephews still keep.

Gordon Potter, the oldest brother, and his wife, Helen, recently built a French chateau-style home in Linlier. Guests enter a foyer that leads into a living room boasting a floor-to-ceiling view of Linkhorn Bay and the couple's swimming pool. He is the most tight-lipped of the brothers about the family's business affairs and, some say, the one who has final word.

``He and Dean are the quiet ones. John Ray is the spokesman most of the time,'' said J. Frank Malbon, a friend of Gordon Potter's since they were teenagers. They were also business partners in a short-lived joint hog raising venture in the 1950s. ``But I think the leader of the group when it comes down to decision-making is Gordon. He's the oldest and the most conservative and he watches the dollar pretty close.''

Thrift is a trait Mrs. Potter's sons share.

``We've always been aware of buying land at a good price,'' said John Ray Potter. ``And we like to stay close to home with our business.'' It's the secret of their success and harks back to their Midwestern roots.

GORDON JOSEPH ``POP'' POTTER moved here from Columbus, Ohio, in December 1912 with his wife, Lucy Gage, and children. On the train with them, he brought along his entire farm - dairy cows, horses, cattle and farm equipment. He bought about 1,100 acres just south of the road that now bears the family name where he ran a dairy farm, grew peas and wheat. It was in the northeast corner of what is now Oceana Naval Air Station.

He had four children - Vera, Mary, John and Dean Smith.

Dean Smith Potter was 14 when he moved here from Ohio. On Aug. 27, 1925, he married Lucille Brock. She was a native of the area, born in Back Bay, and a member of one of Virginia Beach's oldest families. She taught fourth grade at Bayside and Creeds elementary schools. Lucille Potter was 25 years old the day of her wedding at Oak Grove Baptist Church.

During the Great Depression, Joseph Potter's two sons, Dean Smith and John, ran separate dairies on land that had belonged to their father, who passed away in May 1933.

``Everybody had to have milk, so we got along but it was hard,'' recalled Mrs. Potter. ``I took care of the house and three children and three meals a day and the sewing.''

Her son Gordon was born in 1928, Dean Jr. in 1932 and John Ray in 1939.

In about 1940, looking for room to build a small military airfield, the government forced the sale of Potter land. They first bought 330 acres out of the center of the farm for a small airstrip. In 1942, with the airstrip expanding, the Potter brothers, Dean Smith and John, had to sell again.

Lucille and Dean Potter and their three sons moved to her mother-in-law's house near Oceana Boulevard. Within the next few years the family would build a new house on a strip of new land, 54 acres bordered on the south by Laskin Road and on the west by First Colonial Road.

``I liked this place,'' Mrs. Potter said, sitting in the sun room of the brick bungalow. ``I thought it was good farm land. And thank the Lord we did buy it because it went up in value so much.''

Mrs. Potter's three sons all live within a mile or two of their mother. Her red brick bungalow is sandwiched neatly between two banks on busy Laskin Road. She's lived there for nearly 50 years and insists that she will never move.

When she isn't using it, her light blue Chrysler New Yorker is parked out back. It's surrounded by a yard filled with mature azaleas, crape myrtles and dogwoods.

Two enormous pin oaks in the front yard dwarf the house. When her husband planted them 50 years ago their trunks were as big around as her wrists, Lucille Potter says.

She said her husband knew the area would boom - he talked about it often. His middle son and namesake, Dean Potter Jr., remembers watching his father's interest shift from farming to owning commercial property; his father always said Virginia Beach would have to expand to the west.

``He used to say they couldn't go south because of Camp Pendleton. They had to come this way and we were the first thing they'd come to,'' said Dean Potter Jr. His father had another gut feeling, he added, smiling. ``He said land always does better on the north side of the road than on the south because of the way the sun shines.''

In fact, as they waited for its value to increase, the sun turned Potter land to gold.

IT HAPPENED OVER SEVERAL decades. Dean Smith Potter had constant requests from people wanting to buy his land. But he only sold once in 1948 - a parcel fronting First Colonial Road on which the owner built a cabinet shop. Gordon Potter recalls that his father sold the land for $1,000, mainly as a favor to a friend from church. Today it holds a ski shop. Dean Smith Potter never sold land again.

``We don't sell property,'' said John Ray Potter emphatically, sitting in his office. Then he offered up the family's philosophy on investing in real estate: ``They aren't making any more land, are they?''

On the other hand, giving land away - like to the YMCA - is OK.

``That made us feel good,'' John Ray Potter said and grinned.

In 1948 Mrs. Potter's husband and two older sons built the Hilltop Motor Court, later renamed Hilltop Motel, at the western edge of today's Hilltop West shopping center. It was his first business enterprise since the dairy. People thought he was daring to situate a motel so far from the resort area.

But Dean Smith Potter reasoned that a modern motel with private bathrooms would draw guests. Eventually the 13 rooms expanded to 22 rooms. It was popular with servicemen's families and with locals who had run out of guest rooms in their homes.

In the early 1950s Dean Smith Potter built a filling station - Hilltop Esso Service Center - and leased it to the fuel company.

``The state inspector came by and told Dean it was one of the highest places in the county,'' Mrs. Potter recalled. ``He came home that day and said, `Mama, I've called it Hilltop.' ''

The two oldest sons helped farm and run the motel. ``Dean believed in keeping the boys busy,'' Mrs. Potter recalled.

Gordon Potter says developing his father's property was the only way in those days to get ahead.

``People made just $5 a day working on a farm,'' he said. ``Of course a loaf of bread was just 10 cents. But still, it wasn't much money.''

On Aug. 15, 1952, just a few years after beginning to develop his land, Dean Smith Potter died of a heart attack.

``I think Daddy worried himself to death,'' said Dean Potter Jr. He recalled that his father was extremely hardworking and seemed to feel the pressures of running the family farm and motel. He was a farmer and an astute businessman, his sons say, and when he died he was considered quite affluent. He left behind a wife and sons ages 23, 19 and 12.

``The boys, they all suffered from it,'' Mrs. Potter said, pressing her lips together and blinking rapidly as she looked out the window. That was when Lucille Brock Potter became, as her sons joke today, the family's ``chairman of the board.'' Helen Potter, Gordon Potter's wife, put it differently: ``She had a lot of inner strength.''

It seems to still be with her. Even though September marked her 92nd birthday, Lucille Potter says she thinks her sons have just recently begun looking after her.

Her home is filled with family antiques like a pressed back oak highchair in the kitchen that her father bought for her brother. Since then it has seated her three sons as babies and two more generations of the Potter clan, some of her nine grandchildren and 15 great-grandchildren.

Mrs. Potter's not alone much. Family members drop in all day - for breakfast, to see what's for lunch, or just to stop in and say hello.

``She's a mother that listens, there when you need her,'' said Essie D. Kerley, a friend for 17 years. All Mrs. Potter's extended family but three granddaughters - one in Gordonsville, one in Richmond and a third in Newport News - live here in town.

For a while after her husband died, Lucille Potter ran the family businesses. After three years, she turned the motel over to Gordon and Dean Potter Jr. They air-conditioned the rooms and ran blacktop over the motel's oyster shell parking lot. The motel remained in operation until 1972.

Gordon farmed his father's land and for a few years tried hog farming in Pungo. Dean Jr. was drafted into the Army in the mid-'50s and later sold feed and appliances and, eventually, John Ray grew up to sell insurance.

Today family members laugh that for a while John Ray, the baby in the family, made more money than anybody else.

John Ray Potter calls himself a super salesman.

``I'm a high profile person. Some people can talk, some people can't,'' he says. He never farmed land or worked in the fields like his brothers did, they recall.

THE BROTHERS MEET DAILY in their executive offices to ``cuss and discuss,'' they joke.

Talk about the development of Hilltop as a shopping center began in the early 1970s. ``Business was growing,'' recalled Gordon Potter. ``My dad said there'd be shopping up there some day. He said one day Hilltop would be like Wards Corner.''

The brothers were ready to fulfill their father's prophecy.

``We were going to build a Roses, a People's and a grocery store,'' said Dean Potter Jr. But when the brothers worked out the numbers, he said they didn't think the investment was worth it.

Gordon Potter puts it more bluntly: ``We had no money to do anything so we ground-leased the land.''

S.L. Nusbaum Realty Co. built Hilltop North. From the start, Alan L. Nordlinger, vice president of S.L. Nusbaum Realty Co., worked with the Potters on the project.

``We asked them for a year's option to see if we could put a deal together,'' Nordlinger said. He got to know the business side of John Ray Potter well. ``Whatever he tells you, you can take to the bank,'' he said.

The deal went through.

``While we didn't make that much money off Hilltop North, it got us going and we learned a little bit,'' said Dean Potter Jr.

The brothers learned enough to build Hilltop West. Its success surprises Dean Potter Jr. even today.

``I'm not that smart,'' he said, ``but I'm lucky as hell. Things just mushroomed. We're just so fortunate, so lucky.''

Hilltop East was the Potters' final and most recent investment. Even after some resistance from residents of neighboring Linlier, City Council granted Potter Properties its major rezoning requests with one exception. They were required to retain the zoning designation for office buildings on land next to the upper-middle income neighborhood.

The collection of upscale shops is now anchored by an Ethan Allen store, popular gourmet eateries, and specialty boutiques. Two of them - Posh Kids and Maternity Boutique - are owned by two of Mrs. Potter's granddaughters.

Together the retail district houses close to 200 tenants in about 455,000 square feet of space.

``They ended up with one of the finest shopping center properties at the Beach,'' said Nordlinger. ``It's probably been more successful than any shopping center in Virginia Beach. It certainly has for us.''

Today, Potter and Company, a real estate brokerage, is run by Brock Jr. and Walter Ray Potter - the sons of Gordon and John Ray Potter. Their fathers say they are already helping to run Potter Properties and will one day take it over.

John Ray Potter, Walter Ray's father, says he's offered them this advice: ``Make a hard deal, a strong deal, a good deal and then once you make it, stick by it.''

The legacy Dean Smith Potter left to his three sons on 54 acres at Hilltop changed the face of Virginia Beach as the city grew. It also influenced the city's economy in a way the one-time dairy farmer could not have imagined. The shopping centers have provided an income for hundreds of retail workers and have changed the lives of his three sons, their offspring and his widow.

Lucille Potter putters in the red brick house, surrounded by traffic.

``I like it here,'' she says stoutly. ``The boys wanted me to build but I said, `No, I'm going to stay right here until I die.' ''

She says her husband wouldn't believe it if he saw his hilltop today.

``They're fine boys,'' she says of her sons. ``I'm pleased with what they've done and how profitable it is.'' ILLUSTRATION: Staff photos by D. KEVIN ELLIOTT

Color on the Cover: Brothers Dean Jr. (left), John Ray and Gordon

Potter own some of the most heavily trafficked commercial real

estate in town, most of it near busy Laskin and First Colonial

roads.

Built in 1948, the Hilltop Motel was the Potter Family's first

development. It was demolished in 1973.

Matriarch Lucille Potter has breakfast with her boys every Wednesday

morning.

Betty Potter walks with her husband Dean Potter Jr. - the family's

bookkeeper.

Brock Potter Jr., left, and Walter Ray Potter run the family's real

estate brokerage.

John Ray Potter makes the deals.

Helen Potter walks with her husband, Gordon Potter. Gordon Potter,

say some, holds the upper hand in decision-making in the Potter

business as the oldest brother.

Photo

Dean Smith Potter

Staff graphic

The Potter Family Tree

For copy of graphic, see microfilm

by CNB