The Labor Department has accused a Falls Church company of illegally depleting its pension fund of $270,000 and giving its employees unmarketable company stock in return.
Last week in Alexandria District Court, Labor Secretary W. J. Usery sought a preliminary injunction to stop Marcoin, Inc., from selling more of its assets and to order the trustees to make restitution to its 160 employees' rees named as defendants were Fred G. Harris and N. Helen Turner of Falls Church, Oscar H. Wiygul and A. G. Hendly Jr. of Fairfax. They are accused of violating their fiduciary duties to protect employees interests.
Marcoin, a management counseling service for gas station operators, is a Virginia corporation, but its operating headquarters are in Atlanta and Houston. Its sales were about $5 million last year. It closely held stock is not traded publicly.
According to the complaint, the company's directors, in a telephone vote Sept. 25, 1975, ordered the trustees to transfer all the assets of the company's profit-sharing plan - then worth $44,000 to the company in exchange for Marcoin stock. In addition to already existing company stock, the pension plan had a portfolio of bluechip securities worth $165,000, private notes worth $21,500, a $71,000 mortgage on company property, and a $25,000 interest in a real estate limited partnership.
Four days later, again by phone, the directors arbitrarily set the value of Marcoin stock at $2.23 for the purpose of the exchange. The book value at the time was 35 cents.
Under the employee stock ownership plan (ESOP) adopted by management, employees' pension benefits are to be distributed in these shares. However, as the complaint noted, "Neither the plan nor Marcoin have any obligation enforceable by participants to repurchase shares distributed under the plan."
Because the stock is not traded publicly and has no ready market, employees can redeem their shares only if the company is willing. The situation was brought to the government's attention by a disgruntled employee.
At the time of the exchange, Marcoin was in poor financial condition. The previous year, its subsidiary, Williams East, was assessed $600,000 in damages for infringing on the trademark rights of Edwin K. Williams Co., known familiarly as Williams West.
The liability was extended to the parent corporation, Marcoin, in 1976. Last December, a California judge enjoined Marcoin from disposing of its assets other than in the course of ordinary business.
A spokesperson at Marcoin's Falls Church office yesterday said tMarcoin president Robert N. Talmage, interviewed by telephone from Atlanta, denied that the $600,000 in damages was the reason for the switch. Asked what had happened to the fund's assets, he replied that about $60,000 had been used to reimburse employees for their voluntary contributions to the profit-sharing fund.
He said he did not know what had happened to the $25,000 real estate venture. Finally, Talmage disputed the Labor Department's contention that the book value of Marcoin's stock was 35 cents at the time of conversion. Labor obtained the figure from company balance sheets, but Talmage held that unnamed "intangible assets" made its actual value higher.