SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Litigation Release No. 16652 / August 14, 2000
SECURITIES AND EXCHANGE COMMISSION v. TEXAS AMERICAN GROUP, INC., et
al., Case No. 1 00CV01955 (D.D.C., filed August 11, 2000).
SEC SUES TEXAS AMERICAN GROUP, INC. AND ITS
SENIOR MANAGEMENT FOR MAKING FALSE STATEMENTS ABOUT THE COMPANY'S
ASSETS AND ISSUING UNREGISTERED SECURITIES
The Securities and Exchange Commission (the "Commission") announced
today that it filed a complaint in the United States District Court
for the District of Columbia against Texas American Group, Inc., a
Texas corporation headquartered in Verdi, Nevada; Alan E. Humphrey,
the company's President; Richard E. Lee, a Texas American Group
director; and William Grosvenor, the company's Chief Executive
Officer. The Commission's complaint alleges that in 1995 and 1996, the
defendants repeatedly made false statements about the company's assets
and financial condition in filings with the Commission, at investor
seminars, and in promotional materials and advertisements. The
complaint further alleges that during the same period, Texas American
Group issued over 170 million unregistered shares of its common stock
in sham offshore transactions.
According to the complaint, the defendants claimed that Texas American
Group owned the Amarilla Golf and Country Club, purportedly a $148
million resort in the Canary Islands, even though Texas American Group
never actually owned Amarilla. The complaint also alleges that Texas
American Group falsely claimed to own various other assets, including
internet lottery and casino games, a hotel development and management
company, and a London pathology testing service. The complaint further
alleges that Texas American Group falsely claimed in national
advertisements recommending the stock that it had $300 million in
assets.
In addition, as alleged in the complaint, the defendants issued over
170 million unregistered shares of Texas American Group stock to
various offshore persons and entities, for the purported purpose of
obtaining real estate and other assets. Notwithstanding the offshore
nature of the transactions, the complaint alleges that the issuance of
this stock did not qualify for the Regulation S safe harbor from
registration because Texas American Group's actions constituted a
scheme to temporarily place the securities offshore in order to evade
the registration requirements of the federal securities laws. The
complaint alleges that Texas American's Group's scheme to evade the
registration requirements of the federal securities laws is evidenced
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SECURITIES AND EXCHANGE COMMISSION v. TEXAS AMERICAN GROUP, INC., et al., Case No. 1
SEC SUES TEXAS AMERICAN GROUP,
The Commission's complaint alleges that in 1995 and 1996, the defendants repeatedly made
The complaint further alleges that during the same period, Texas American Group issued over
According to the complaint, the defendants claimed that Texas American Group owned the
Notwithstanding the offshore nature of the transactions, the complaint alleges that the
The complaint alleges that by their conduct, all of the defendants violated the antifraud
The complaint also alleges that Texas American Group, Humphrey and Grosvenor violated the
The complaint further alleges that Texas American Group, Humphrey and Lee violated the
In addition, the complaint alleges that Humphrey violated Rule 13b2-2 of the Exchange Act for
The complaint seeks permanent injunctions against all of the defendants, a permanent
This enforcement action is part of the Commission's four-pronged approach to minimizing
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