How to Make $5,000,000

The Securities and Exchange Commission, which has long worried over the way speculative Canadian stock issues pour into U.S. markets despite SEC regulations, last week got what it thought was a perfect example of how it is done. The case involved Great Sweet Grass Oils Ltd. and Kroy Oils Ltd., sister Canadian companies whose stock was recently suspended on the American Stock Exchange because the oil and asset claims looked suspicious (TIME, Nov. 5). But as SEC poked deeper in a hearing last week, it uncovered a series of transactions that seemed to duck around U.S. regulations and bring windfall profits for slick Canadian and American operators.

Merger Series. Under the law, before any stock can be sold in the U.S., the sellers must first file with SEC a prospectus disclosing the full facts; thus SEC has a chance to disapprove the registration and block the stock sale. Great Sweet Grass President Samuel Ciglen (who resigned after the hearings were scheduled) and his associates, according to testimony, had apparently taken advantage of a loophole in the law to sell stock. No registration--and no disclosure--is required if stock is issued solely to complete a merger. Thus, according to SEC, Ciglen and his friends had organized a bewildering series of mergers.

The first, said SEC, was a merger between Sweet Grass and a group of Oklahoma oilmen who formed a company called Depositors Mutual Oil Development Co., which had leases on Oklahoma oil lands. For $1,900,000 they sold out to Sweet Grass. Meanwhile, Sweet Grass created 1,750,000 shares of stock, presumably to cover the merger and be issued to stockholders in D.M.O.D. But actually, said SEC, since the merger had already been paid for in cash, most of the stock wound up in President Ciglen's Toronto brokerage account.

Sold by Phone. Funneled down to Manhattan high-pressure, boiler-shop operators over a period of months, said SEC, the stock was sold by phone all over the U.S. for more than $7,500,000 (including the brokers' 15% commission). Later, another 500,000 shares of Sweet Grass stock were issued to cover a merger with a Canadian company called Pitt Petroleums Ltd., and sold in the U.S. In a third merger, involving Kroy Oils and a Texas-Oklahoma company called Coronet Development Corp., Kroy officials, some of them also connected with Great Sweet Grass, issued 1,500,000 new shares of Kroy Oils stock, which in turn brought $1,900,000 from gullible investors.

While SEC investigated in Washington, Great Sweet Grass was still being sold on Toronto's Stock Exchange last week, slipped to a new low of 80-c- per share, down from its high for the year of $5.85. SEC, which has yet to hear the defense of company officers, estimates that it will be at least six weeks before any decision is reached on whether Sweet Grass and Kroy Oils should be permanently barred from trading on U.S. exchanges. But on the basis of the first week's testimony, said Phillip A. Loomis, head of SEC's Trading and Exchanges Division, "someone made around $5,000,000 on the initial deal alone."

This file is automatically generated by a robot program, so reader's discretion is required.