“There’ll Be Some Changes Made” (1939)

Composed by W. Benton Overstreet; arranged by Andy Phillips.

Recorded by Bunny Berigan and His Orchestra for Victor on March 15, 1939 in New York.

Bunny Berigan, trumpet, directing: Johnny Napton, first trumpet; Jake Koven and George Johnston, trumpets; Ray Conniff and Bob Jenney, trombones; Arcuiso “Gus” Bivona, first alto saxophone and B-flat clarinet; Henry Saltman, alto saxophone; Don Lodice and Larry Walsh, tenor saxophones; Joe Bushkin, piano; Allan Reuss, guitar; Hank Wayland, bass; Eddie Jenkins, drums.

The story:

The winter months in early 1939 were a pivotal time in the history of Bunny Berigan’s band, and indeed, of his career. After a series of misfortunes befell Berigan and his band during the last four months of 1938, Bunny began to experience a gradual withdrawal of support from his booking agency, Music Corporation of America (MCA). At the same time, he and his personal manager, Arthur Michaud, came to an acrimonious parting of the ways. The net result of the MCA situation, and Bunny having no personal manager, was that the Berigan band, instead of getting a balanced mix of work including some weeks at major theaters where the work was hard and the hours long, but where a lot of money could be made in a hurry, was dispatched by MCA on what seemed like an endless series of one-night dance dates. To make this worse, these dates were mostly in ballrooms in the snowy and freezing Eastern and Midwestern states. And they were often separated by hundreds of miles.

Bunny Berigan is seated between his personal manager, Arthur Michaud (l), and probably a liaison with Music Corporation of America (MCA), his booking agent.

The result of the divorce of Berigan from Michaud, though unclear, seems to have been that in order to get free of Michaud, Bunny had to buy his way out of the management contract that had existed between them. Looking at the amount of money his band had made in the first eight months of 1938, when Michaud was managing him fairly effectively, Bunny negotiated a buyout amount and payments to Michaud (almost certainly without any legal representation), that he thought he could handle. His grosses through the first months of 1939, despite a lot of hard work and backbreaking travel, were substantially less than they had been the year before. By March, Bunny was struggling to balance his income and expenses.

Another extremely harmful effect of Bunny’s divorce from Michaud and him operating with no personal manager was that at the very critical time when his contract to make records for Victor was up for renewal, he had no strong advocate, indeed he had no advocate at all, to help him secure another contract with Victor, or indeed any other record company. Consequently, the March 15, 1939 Victor recording session was the last under Bunny’s March 1938 one-year contract with Victor (which was a renewal of the one-year contract he had signed in March of 1937). After that session, Berigan had no contract to make records. This resulted in another loss of revenue for Berigan at a time when he could not afford it. And it prevented him from making recordings with and documenting for posterity what was then a very good band.

In addition, other developments were taking place in the world of swing outside of the Berigan band that would have negative impacts on Bunny’s career. Without any personal manager to help him navigate these treacherous waters, Berigan’s career went adrift.

In spite of the fact that in early 1939, the reorganized Berigan band was playing very well (he had every reason to be quite happy with his new personnel), and Bunny himself was playing superbly, rumors, possibly started by MCA, began to circulate that he would soon rejoin Benny Goodman, replacing Harry James, who had just left Goodman to start his own band, that would operate under the management of MCA. I wonder what Bunny thought when he started seeing or being informed about items like this in the trade press: “Rumored that Bunny Berigan may give up band and take Harry James’s place with Benny Goodman.”(1)

The various conflicts of interest that Arthur Michaud was involved in had on more than one occasion placed Berigan and his band in bad (and costly) predicaments. Bunny undoubtedly realized that the same was true with MCA, which seemed more and more to be relegating him to a minor league status. That was bad enough when in 1938 Bunny’s in-house MCA competition was Gene Krupa. But Gene’s band was built around his drumming, so to some extent at least, the two bands were selling a slightly different swing product. Now, in 1939, MCA was also using Harry James, whose hot trumpet calling card was the same as Bunny’s, to compete for the same gigs that the Berigan band had been getting in 1937 and 1938. There were only a finite number of good engagements for top grade big bands, and by 1939, those gigs were increasingly not going to Bunny Berigan.

Harry James and Bunny Berigan at the Metronome All-Star recording session, January 12, 1939.

All of this was compounded by Berigan’s alcoholism, which by 1938 had become a chronic and destructive physical condition for him. Nevertheless, it was something he was almost always able to deal with in a way that permitted him to function on a remarkably high level as the virtuoso trumpet-playing leader of a very good band. He rarely was affected by his drinking in ways that negatively impacted his playing. Yet on those few occasions when he was unable to control how alcohol affected his behavior, the consequences were usually dire. Such was the time when he was performing with his band at the Stanley Theater in Pittsburgh in August of 1938. He was in the middle of a very successful run at a top-level venue, when, undoubtedly addled by liquor, he walked too close to the front edge of the stage, and fell off. Fortunately, he was caught in a canvas covering partially stretched over the orchestra pit, and was not injured. But the consequences of this faux-pas were almost immediate: MCA did not book him into a major theater again for over a year. The loss of revenue that resulted caused the gradual disintegration of the band Bunny had organized at the beginning of 1937.

By late 1938, as a result of the incident that happened at the Stanley Theater, MCA apparently had come to the conclusion that Berigan was now incapable of handling a lucrative one-week engagement at a major theater, playing four or five shows a day. They reasoned that if he was drunk on a one-nighter, and could not play well, then the damage would be relatively small. At a theater, the financial risks to MCA would be much greater. Since Bunny no longer had a personal manager to advocate on his behalf with MCA, the agency simply booked his band as it saw fit.

Consequently, Berigan and his band would for the last two months of 1938 and the first six-plus months of 1939 be booked by MCA almost exclusively for one-nighters. In that way, MCA would continue to make money off of the band with relatively little risk for the agency. The inevitable adverse consequences that would flow from this business arrangement (not enough earnings to offset expenses, and physical exhaustion) would fall squarely upon Berigan. I think that he probably understood this to some degree. Nevertheless, Bunny had repeatedly made it clear to his handlers at MCA that he was not going to give up his band. Bunny Berigan was a very stubborn/willful/tenacious person. So, MCA allowed him to play out the string with indifferent (at best) support from the agency. It is possible that by early 1939 MCA’s operatives were making book on how long it would take before Bunny and/or his band would implode.

Gus Bivona solos on alto saxophone at the March 15, 1939 Berigan-Victor recording date.

The Berigan band played one-nighters through most of January 1939. On Tuesday January 31, 1939, they opened at the Southland, a large night club in Boston for a week’s engagement. It was a welcome respite from the constant winter travel. They were billeted at Boston’s number one musicians’ hotel, the Avery. Drummer Eddie Jenkins, the new kid in the band, discreetly recalled the Avery: “After another dreadful drive through blizzard conditions, we all checked in at the Avery Hotel in Boston. It was a well-known hangout for visiting musicians who were working in the area. Needless to say, there were plenty of stories about crazy goings-on there, and it became known among musicians as the ‘Ovary’ Hotel.”(2) It was at this time, according to Andy Phillips, that Joe Bushkin created quite a sensation by launching fireworks skyrockets from a bathtub in the Avery Hotel through an open window into the still of the Boston night at 4:00 a.m. Berigan himself was in Bushkin’s room with several other band members urging Joe to “shoot off one more,” when a visit from the house detective, and a threat of immediate eviction from the hotel, brought the pyrotechnic display to an end.

Drummer Eddie Jenkins.

Massachusetts, like several other states in the 1930s, had “blue laws” which prevented live entertainment on Sundays. So when Sunday, February 5 arrived, MCA made sure that the Berigan band had not forgotten the backbreaking rigors of the road: they booked Bunny and his boys for a one-nighter at the Mosque Ballroom in Newark, New Jersey, after which they had to return to Boston to finish their week at the Southland. Once again, Eddie Jenkins provided the background:

“We drove to Newark on Sunday, because the Southland in Boston was shut in accordance with Massachusetts’ so-called ‘blue laws,’ which prohibited such activities on Sundays. So, despite the distance (225 miles one way) and the inconvenience, which apparently meant nothing to the booking office, we had to make a quick round-trip to Newark. There was a consolation for me, however, when Mr. Avedis Zildjian, maker of the famous Zildjian cymbals, invited me to visit his factory, where I selected several new cymbals on the understanding that payment would be made through my New York retailer. But Mr. and Mrs. Zildjian came down to the Southland a couple of nights later and Bunny called me over to their table to be told that the cymbals were a gift!”(3)

The Berigan band’s stay at the Southland was extremely successful. In fact, they had broken all attendance records at that venue.(4)  But no matter how hard Bunny tried, no matter how well he and his band played, indeed, no matter how good business was where they played, it never seemed to be good enough. He simply could not keep ahead of his band’s overhead.

The Berigan band bus. This photo dates from early 1942.

After their run at the Southland, the Berigan band was once again scheduled to play a string of one-night engagements throughout the eastern United States. Probably because of the cold and snowy weather, a date in Charlottesville, Virginia (February 9) was cancelled. On the 10th and 11th, Bunny played at Virginia Polytech Institute in Blacksburg, Virginia. Vic Hauprich, who had been playing lead alto saxophone, became ill, and subs were used until a permanent replacement could be found. I am of the opinion that at this time, Gus Bivona, who had been a member of the Berigan band for six months, took over the first alto chair, in addition to continuing to play jazz on both alto saxophone and clarinet. Shortly after this, Henry Saltman joined the band playing alto. He may have played first alto at times, but Bivona undoubtedly played first alto at least some (and probably most) of the time.(5) 

The one-nighters continued: “February 12, Keith’s Ballroom, Baltimore; the 13th, Webster Hall, New York City; off on the 14th; the date at Berwick, Pennsylvania on the 15th, cancelled due to bad roads; 16th, Mealey’s Auditorium, Allentown, Pennsylvania.”(6). It was at this last gig that two men who would figure prominently in Bunny’s last band would encounter him. George Quinty (lead alto sax with Berigan’s 1941-1942 band) remembered: “Don Palmer (who would become Bunny’s personal manager in July, 1941) and I drove up from Trenton to see Bunny on this date. Don was related to Don Lodice. I may have met Bunny very briefly at this time; I’m not sure.”(7)       

The next night, the Berigan band played at the prep school in Andover, Massachusetts. And so it went.

Eddie Jenkins later recalled life on the road with the Berigan band during those weeks:

“On a night when the band was in rare form, Bunny would give most of the guys a chance to play a chorus and I think he often got more out of his men than maybe a strict disciplinarian like Glenn Miller might have. But it was in the realm of business organization that he took a beating. The agents exploited him to the full, as I’m sure did many of the ballroom operators. Since most of our dates were one-nighters, we barely had time to get checked into a hotel before we were leaving for the next job. So the only socializing would take place at a diner en route to the next engagement, usually in the small hours of the morning! Don Lodice and I often rode in the same car with road manager Jerry Johnson and his wife, singer Kitty Lane. We’d try to plug the cracks in the rear doors with old newspapers to keep out the cold drafts. We carried a portable phonograph balanced on our knees to lessen the vibration and listened to Count Basie records, especially ‘Blue and Sentimental’ with Herschel Evans’s fabulous tenor solo.”(8)

Kathleen Lane sings with the Berigan band in Victor’s New York recording studio November 22, 1938. Life for the young women who were band vocalists was grueling, but Ms. Lane, unlike most band vocalists, was able to travel with her husband, Jerry Johnson, Berigan’s road manager, and that mitigated some of the hardship for her.

More one-nighters in New England followed until the band was informed that MCA had lined up a series of dates in the South, to commence on February 24, at Virginia Military Academy in Blacksburg, Virginia. This news was no doubt greeted by cheers of joy from the bedraggled and exhausted Berigan sidemen because it meant they would soon be leaving the frigid northern states and their ice-and-snow-covered roads, and heading into much warmer temperatures. From Virginia, the Berigan troupe headed further south, playing at the University of Alabama at Tuscaloosa, on February 27–28; then to the Capitol Theater in Macon, Georgia on March 1 (from which they made one of their now rare radio broadcasts); the County Armory in Jacksonville, Florida on the 2nd; and at the University of Florida at Gainesville on the 3rd and 4th. On Sunday March 5, they arrived at Daytona Beach, and enjoyed a day off. According to Eddie Jenkins’s diary, some of the guys played golf and swam during the day, then went to nightclubs that evening.

No matter how bad things on the road were, the Berigan band was a basically happy band, something Bunny himself was often responsible for.

On Monday, March 6, they played at the Pier Casino in Daytona Beach. Despite the backbreaking traveling and work the Berigan band was doing, there was still a good deal of hilarity in the band, with Bunny contributing more than his share, often convulsing the sidemen with his humorous remarks delivered with an imitation of W. C. Fields. Gus Bivona was another clown, and he later recalled doing some “press agent” work for the band involving a lovely young lady reporter covering the Daytona Beach gig:

Gus Bivona was one of the Berigan band members who rarely took himself too seriously.

“That date was for the 5th Annual Junior Service League’s Ball and we were being pestered by a local gal reporter called Florence Pepper. Eventually, we got so fed up that we concocted a phony story that was 100% bullshit! We did it to get rid of her. Here is the story: ‘Bunny Berigan thinks jitterbugs are too noisy. The famed trumpet-leader likes sweet music and does some of his own arranging. Also arranging are Ray Conniff and Gus Bivona, members of the orchestra, and Joe Lippman, Andy Phillips and Jake Zarombie, New York arrangers. Berigan also composes numbers. His newest, yet to be published, is ‘Easy to Find and Hard to Lose.’ In collaboration with Bivona, he has written ‘Gus Bivona Blues.’  Bivona, a sax player in the orchestra, is a replica of William Powell(9), and plans to go to Hollywood to play a stand-in for the actor. An expert surfboard rider, he will be filmed in surfing sequences. Berigan’s wife and two infant daughters did not accompany him on this trip. They are vacationing in Canada.’ As Bivona was recounting this tale, he added: I’d never been on a surfboard in my life! I guess we really took that lady reporter for a ride! By the way, ‘Jake Zarombie’ was a name invented by Bunny, which he used as a gag or a brush-off, when somebody recognized him and he didn’t want to be disturbed.”(10)

At about this same time, Bunny’s real public relations department, probably an office boy at MCA’s New York office, produced a story that was designed to counteract the rumors that he would soon be disbanding. Here it is:

The revamped Berigan band in Victor’s Manhattan studio – March 15, 1939. Visible L-R back: Johnny Napton, Jake Koven, George Johnston; middle: Don Lodice, Gus Bivona, Hank Saltman, Larry Walsh, Eddie Jenkins (behind Walsh); front: Kathleen Lane, Berigan, Allan Reuss.

“Berigan’s going to join Goodman. That’s what the crowd was saying two months ago when Bunny let several of his men go. Others claimed Bunny was planning to organize a ‘chamber group’ and try something new in the way of swing trumpeting. But Bunny fooled us all. He went out and got new men and a new girl singer in the person of Kathleen Lane and now he’s back on the stand with a new band, which, in a few more weeks, Bunny and his men are convinced will be the best Berigan has ever assembled. The new combo includes 15 pieces: Gus Bivona, Vic Hauprich, Don Lodice and Larry Walsh, saxes; Bob Jenney and Ray Conniff, trombones; Johnny Napton, Jake Koven and George Johnston, trumpets; Hank Wayland, bass; Eddie Jenkins, drums; Andy Phillips, guitar; Joe Bushkin, piano; Miss Lane and Danny Richards, vocals and Joe Lippman and Andy Phillips, arrangers. Bunny, of course, makes it a 4-way trumpet section. Several factors point to the security of the band’s future. One is that it’s the most loyal gang Bunny’s had. Another is the presence of Wayland, Bushkin and Jenkins in the rhythm section. Wayland and Bushkin are proven men, but Jenkins, a youngster, is the man to watch. He’s young, but he is constantly improving and he plays good, solid drums. Don Lodice on tenor is about as good as Georgie Auld, but doesn’t have Georgie’s bite. Bivona’s clarineting is exciting and his alto work is excellent. ‘I’m tired of just making a living,’ Bunny said recently, ‘and I want the best band in the country.’ It looks as if he’s on his way.”(11)

The story was accompanied by a photo of Bunny and Bob Jenney, and is captioned “Berigan Fools All: New Band, Despite Talk, Is Best Yet.” This was not just press-agent puffery: this edition of the Berigan band was quickly coming into its own as one of the more powerful and swinging bands on the scene in early 1939.

The gig in Daytona Beach received some press coverage: “Bunny Berigan’s torrid tunes proved conclusively his right to the title, ‘Hottest Man in Town.’ Sparkling gaily-colored lights and a high revolving rainbow-hued ball trembled as the blasts from Bunny’s trumpet reached the ceiling and bounced back to tickle the toes of the dancers attired in the smartest and loveliest of evening gowns. True to his word that he had the loudest band extant, Bunny was aided by the pier’s peculiarly amplifying acoustics.”(12)

The Berigan bandsmen were booked to play the following day in Columbus, Georgia, but before they drove there from Daytona Beach, MCA notified them that the gig had been cancelled. Larry Walsh recalled this incident: “Bunny never seemed to worry about anything. We had that date at Daytona Beach and we were supposed to go from there to the Royal Theater in Columbus, Georgia, but for some reason or other that job was canceled. Bunny didn’t seem to care, so we took a vote and decided to have another day at the beach and get some sun.”(13) This small holiday, like the numerous off-days the Berigan band had just had because of bad winter weather, reduced Bunny’s income, while the expense side of the ledger, principally his sidemen’s salaries, kept accruing. Off days were another factor that was slowly putting Bunny in a deep hole financially.

Nevertheless, the band played on. They moved to their next engagement at the City Auditorium in Birmingham, Alabama, on March 8, followed by a gig at the Shrine Mosque in Atlanta, Georgia, on the 9th. Hank Wayland remembered that night well: “The place was packed to the doors when we arrived. Soon, nobody was dancing at all! They pulled their chairs across the dance floor and around the bandstand and we proceeded to play them a five-hour concert! The crowd acclaimed Bunny all the way for his outstanding playing that night.”(14)

Bunny Berigan, as always, was taking care of the music part of his band very well. But the essentially unmanaged business operations of his band were slowly undermining its very existence.

The music:

“There’ll Be Some Changes Made” was a warhorse, even in 1939. It was composed in 1921, by W. Benton Overstreet. This powerful exposition was charted by Andy Phillips, and opens with a lovely four-bar piano introduction by Joe Bushkin. Berigan, who rarely altered the arrangements written for his band, at least not at first, suggested this most effective touch. The reeds, led by Gus Bivona’s alto saxophone, set forth the melody in the first chorus. Notice how much push Allan Reuss’s guitar provides here. Bunny hired him for this session only, having foregone a guitar in his band, at least temporarily in favor of another trumpet. Ray Conniff plays a trombone solo, followed by Berigan, who punches out his solo like a heavyweight boxer working out on the big punching bag. The Bivona-led (now on clarinet) reeds follow; then Don Lodice adds some punches of his own on his tenor saxophone. Bivona, on clarinet, plays a rather straight and quiet solo; then Bunny returns careening into his upper register. This is another very good Berigan record.

As was noted above in the April 1939 Down Beat piece, starting in early 1939, Bunny used three trumpets instead of two in the section. The first lead trumpeter he used in this set-up was the excellent Johnny Napton. (All trumpeters who ever worked with Berigan became better players simply by working with him on a daily basis and watching what he did, and learning.) In the two years before making this important change, Bunny himself would fill-out the section, playing a great proportion of the lead. Doing that, in addition to playing all of the trumpet solos, many of which were incredibly demanding, was exhausting, even for Bunny, who loved playing his trumpet as much as possible. With the new three man trumpet section, he concentrated on his solos, and augmented the section playing lead only whenever he thought the first trumpet part needed his special je ne sais quoi.

The recording presented with this post was digitally remastered by Mike Zirpolo.

(1) Melody Maker: February 4, 1939, cited in the White materials.

(2) White materials: January 31, 1939.

(3) White materials: February 5, 1939.

(4) Variety: February 8, 1939, cited in the White materials.

(5) To my ears, it is Gus Bivona, who had a distinctive sound on alto saxophone, who plays most if not all of the first alto on Berigan’s March 15, 1939, Victor recording session.

(6) White materials: February 16, 1939.

(7) Ibid.

(8) White materials: February 17, 1939.

(9) Gus Bivona also (later) very much resembled Hollywood film actor David Niven.

(10) White materials: March 6, 1939.

(11) Down Beat: April 1939, cited in the White materials.

(12) Daytona News: March 7, 1939, cited in the White materials.

(13) White materials: March 7, 1939.

(14) White materials: March 9, 1939.

One thought on ““There’ll Be Some Changes Made” (1939)

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  1. Given the condition of flux in which the Berigan band had been existing in the months leading up to March of ’39 — the disagreeable dissolution of Bunny’s association with Michaud, MCA’s increasingly roughshod treatment, shifting personnel and the imminent conclusion of the Victor contract — “There’ll Be Some Changes Made” could indeed have been the orchestra’s secondary theme. This marvelous side, one of the first I heard, many years ago, from the Berigan orch., has always been a favorite of mine in the band’s discography. First off, I consider Bunny’s addition of a Bushkin introduction to Andy Phillip’s pretty but punchy chart to be an inspired touch; Joe’s elegant four bars set the mood beautifully. Proceedings underway, the gently rocking tempo is ideal for Overstreet’s fairly information-dense melody. Following the trumpet section’s strong announcement, the Bivona-led reeds achieve a limpid sound on Phillip’s beautiful harmonization of the melody. Ray Conniff, who I’ve always felt played fairly industrious but perhaps not especially inspiring trombone in this period, delivers perhaps my favorite among his solos, a lazy, bluesy, elliptical statement in his upper register. Then, Bunny, even starting in an almost reticent manner, manages to make a Hollywood film-worthy entrance. I love the way he lets three beats go by in bar three before continuing, almost as if he’s coaxing his own story out; he always displays a talent for using space very effectively. The clarinet choir, a sonic device I always enjoy, is a nice textural element. While I can understand Bunny’s disappointment in the recent departure of rising superstar Buddy Rich and band stalwart Georgie Auld, I have to say, I don’t miss their presence on this excellent 3/15/39 session. Eddie Jenkins is solid, in both the general and Swing Era parlance tenses, and I actually think I prefer Don Lodice, who hints here at his future Dorsey work, to Georgie of this period, who had yet to reach his prime. Bivona’s clarinet, so different tonally from the woody hue of his predecessor, Joe Dixon, sounds lonely and lovely, just playing the straight melody. The ensemble returns exultant on those changes, with Bunny reappearing with swagger, as if in defiance against the naysayers who may have been counting out him and the band in ’39. Finally, I have to say that I’m so thrilled that despite the tight financial situation that forced Bunny to drop the guitar chair in order to add a trumpet to the section and thus lighten his heavy work load, he opted to spring for the services of the great Allan Reuss, my favorite guitarist, for this session. Reuss, then freelancing, but soon to join the fledgling Teagarden orchestra for its first recording session, provides a highly perceptible lift on this one date; his rhythm, in an even four, adds buoyancy to this superb performance.

    I strongly suspect that if Bunny had been giving total freedom with regard to selection of material for his studio dates, there would have been a whole lot more jazz warhorses in place of the lightweight, subpar pop tunes. As it is, I think records like “There’ll Be Some Changes Made,” “Jelly Roll Blues,” “Livery Stable Blues,” “Mahogany Hall Stomp,” “Sobbin’ Blues” and this same session’s “Jazz Me Blues” tell us where Bunny’s heart was.

    Despite the fact that I consider the 3/15/39 date, including even the take on the dopey “Patty Cake, Patty Cake,” to be an unqualified triumph, and there would be another fine studio date in ’39, I always find this session — and “Changes Made,” in particular — to have an elegiac quality about it and thus listening sometimes makes me a little sad. Big changes were going on around Bunny in ’39, in both his immediate sphere and the larger pop music world; he was affected by these developments but kept on plugging away in the same old tireless manner, playing beautiful trumpet.

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