Call it luck, skill or what you will, but we should all be as fortunate in our stock-trading capabilities as a trio of top officers of Great Basins Petroleum Co. of Los Angeles. Thanks to timely selling of slightly more than 33,000 shares of the company's stock -- at a time when that seemed like a dumb thing to do, they made money rather than lost it. I'm happy I'm not one of the buyers; I'd hate like heck to have to have bought the stock in the 19 1/2 - 20 1/4 range (where the officers sold it) and now own it in the 13 1/2 area.
This situation is intriguing on a couple of counts. For starters, there's an ethical question to be raised about the sale of the shares at a sensitive point in time. Equally important is another moral question: Should corporate management inform its shareholders that bids to buy the company -- which it previously announced it was soliciting -- are running well below the current market value of the stock, which, in turn, is being inflated by rumors of a much higher offer?
This story dates to June 1979 Great Basins announced it would liquidate the company and consider offers for its assets. The stock at the time (traded on the Amex) immediately shot up from about 7 to 11. By November, First Boston Corp., Great Basins' investment banker, had put together a detailed package of the company's assets, which included reserves, production figures and cash flow projections. After Great Basins' management approved it, the package was then offered to would-be acquirers for $10,000.
By year-end, spurred by rumors that a $28 bid was in the offing, the stock ran up to around 22.
Considering the market's torrid love affair with just about anything remotely to do with energy (before the recent selloff), it's easy to understand the sharp runup in Great Basins' stock. A look at the company's latest 10-k report showed oil reserves in Canada and the United States of 1.8 million barrels, natural gas reserves of more than 232 billion cubic feet and additional interests in other gas, oil, gold, coal and uranium properties. To many speculators, a Great Basins investment looked like a sure thing.
The company had set a Jan. 15, 1980, deadline for all bids (it was later extended), and trading in the stock intensified as the completion date drew near. Eager investors, in fact, bid up the stock to an '80 high of 20 1/4.
Now if only the speculators knew that, as they were buying, three of the top officers of Great Basins were selling. They are president Charles Hatten, senior vice president Lenore Charboneau and vice president Ross Hamilton, also head of the company's Canadian operations (which account for 90 percent of Great Basins' assets). On Jan. 3, Charboneau sold 6,000 Great Basins shares at 19 5/8, leaving her with 6,675 shares. On Jan. 4, Hatten disposed of 7,270 shares at 20 1/4, leaving him with 23,000 shares. And on Jan. 9, Hamilton unloaded 20,000 shares at 20 5/8, leaving him with 5,000.
With rumors of a $28 bid rampant, these sales -- just before the deadline for the bids -- seemed like exactly the wrong thing to do. You and I should only be so dumb. As it turned out, the bids -- no doubt an absolute shock to the Great Basin officers -- were way below the $28 figure; the early ones were reportedly in the 11-12 area. Moreover, the company didn't publicly disclose any of the bid prices until March 18 -- more than two months later. And when it did, it revealed only an offer of about $18 a share from Phillips Petroleum. It was also announced at the time that the two boards had agreed in principle to merge.
In reaction, the price of Great Basins' stock tumbled. And some smart money, I'm told, took a drubbing. Caught in the crunch were the chief executives of two well-known companies. Both had bought the stock at prices well above 20 on guarantees from a broker that an offer of 28, or above, was in the bag.
I spoke to the broker and he was livid. "Everybody's over 21 and I'll the loss," he says. "But I was going on rumors, not specific knowledge . . . like the insiders who sold the stock. They saw the First Boston report; they had to know the bids would be coming in lower than the market price . . . and even after they came in, the company didn't tell anybody. They ought to hand the insiders who sold."
All three officers insisted they acted legally and ethically. As president Hatten explains it: "We had no knowledge of what the final offer would be."
Being the suspicious type, I must admit it struck me as odd that all three officers sold within seven days of each other -- and just before the opening of the bids.
Charboneau contends, however, that "it was a coincidence."
Her reason for selling: She needed money to pay her taxes. Hamilton's explanation: He was in hock to the banks and also needed money for tax payments. "I didn't want to sell, but I had to and I was lucky," he says. Hatten told me he had sold some shares because he owed the bank money and wanted to invest in a tax-shelter program.
As it turns out, the actual $18 bid from Phillips -- which Hatten told me was the highest -- wasn't made until March 17 (although Phillips had been in touch earlier). That being the case, I asked the Great Basins president why he didn't let the public know the other offers -- those before the Phillips bid -- were substantially below the going market price.
"Because we didn't want to weaken our position with Phillips," he says. "We were up against the wall.. We owed $68 million and we were paying over $1 million a month in debt at 1 1/4 percent above prime. We would have to sell our major assets because there was not enough cash flow to service the debt and the company could very definitely have gone bankrupt."
Hatten never said it in so many words, but it was clear he wasn't about to advertise Great Basins' plight to the public. And who can blame him?
And as for letting unwitting investors get sucked in at an inflated stock price, Hatten, taking note of the company's dilemma, lamented: "You're damned if you do and you're damned if you don't."
It's not for me to pass judgement on corporate morality; I'll leave it to others. But the entire Great Basins affair could have one positive effect: If nothing else, it could help restore a degree of sanity to a market in which impressionable and greedy investors have been willing to pay almost any price to be in one of those "can't-miss" energy stocks.