Robert E. Brennan Jr., chairman of First Jersey Securities Inc., recently made a deal that turned his fellow Wall Streeters money-green with envy.
Back in 1975, Brennan paid two cents a share for stock in a tiny New Jersey electronics firm called Data Access Systems Inc. On July 19, Data Access, which has grown and prospered in the years since, paid Brennan $6.50 each for his 311,000 shares, bringing him a pre-tax profit of more than $2 million his initial investment of $6,220 just four years ago.
It's deals like these that have made 35-year-old Brennan a multimillionaire. But while the Data Access deal may have been completely on the up and up, regulators allege that Brennan has enriched himself and his associates at the expense of naive and uninformed investors.
Last May, the Securities and Exchange Commission filed a court document using phrases such as "fraud," "deceit," "Devices, schemes and artifices to defraud" to describe Brennan's business affairs.
Earlier, an article in the Washington Post described how Brennan built First Jersey from nothing in 1974 to sales of $12.5 million last year, mainly "boiler rooms" in 16 cities. First, Jersey has an office in Falls Church to tap the lucrative Washington area market.
Today, nearly three months after the SEC accused him of defrauding the investing public, Brennan continues business as usual.
This week, as in past years, some 300 employes of First Jersey will gather for a four-day sales conference at Brennan's seaside estate at Brielle, N.J. To accommodate such gatherings, Brennan acquired and renovated a neighboring estate. First Jersey also will take over a local resort hotel to accommodate its staff. Past participants recall these affairs as designed to inspire the young sales staff.
First Jersey sells stock through its high-pressure salesmen, who earn commissions as high as 75 percent of the price of the stock. Brennan and his top aides have made fortunes by acquiring hundreds of thousands of shares of unknown companies like Chefs International, PK Management, or URT Industries.Then Brennan has his First Jersey salesmen comb telephone directories in search of listeners for their prepared sales pitch in hope of selling the stock at inflated prices.
In May, about the same time the SEC was petitioning the federal courts for a public hearing on its allegations against First Jersey, an industry group also was moving against the firm. The National Association of Securities Dealers, an industry self-regulatory organization that oversees the over-the-counter market, filed private fraud charges against First Jersey, a member firm.
NASD has spent more than four years preparing a case against First Jersey. The NASD investigation has been characterized by its secrecy.
The Washington Post has learned the NASD investigators ignored a series of questionable transactions by Brennan in 1977 that earned him a profit of $1.5 million. The transactions involved bearer bonds, which are the same as cash. They are not registered and do not show the name of the buyer; thus, they are very difficult to trace.
But NASD investigators learned that in 1977, First Jersey bought a number of bearer bonds, then immediately turned around and sold them at a loss to eight nominee accounts (accounts held under other names) controlled by Brennan.
In a typical transaction, the firm paid $950 for a New York city municipal bond. On the very same day, the bond was sold by First Jersey to Arnold Steel, a Brennan nominee, for $250 - a $700 loss.
NASD investigators found that First Jersey took a $700 tax loss on the sale. But the investigators were reluctant to find out if Brennan treated the $700 as income, as required by law, in the unusual transaction.
An SEC official claims the commission sought a court hearing rather than trying to stop First Jersey with a temporary restraining order because the courts are slow to issue such orders. But critics of the SEC say a judge might laugh commission attorneys out of court if they rushed to get a restraining order after so prolonged an investigation.
Our knowledgeable source said he was disheartened by failure of the NASD and the SEC to crack down on Brennan's business.
"First Jersey is the biggest boiler room in the country, and it can be expected to continue for at least the next three years because the NASD lacks injunctive power," he predicts. "This may result in as much as an additional $50 million in stock being sold to the public until Robert Brennan exhausts his court appeals and is put out of business."
The source continues: "The big surprise is that the SEC didn't seek an injunction against Brennan."
Brennan already has shown that he is planning a long court battle. In May, after the NASD leveled the private charges against him, First Jersey sued the association in U.S. District Court, Newark. The firm charged NASD with violating its right to due process by its investigating techniques.
And First Jersey's attorneys have persuaded presiding U.S. District Court Juege Vincent P. Biunno to seal the records, including transcripts of hearings on the case held in open court.
Brennan and his attorney, Lewis Lowenfels of New York City, have been unavailable for comment.