McLouth Steel Corp., the nations's 11th-largest steel manufacturer, yesterday consented to a court order forbidding the company to violate the anti-fraud and accounting provisions of federal securities law.
According to a complaint filed by the Securities and Exchange Commission, the steel company failed to disclose to investors the details of its crumbling corporate marriage to the Jewell Smokeless Coal Corp., which included court fights and the withholding of information from McLouth that the SEC required the steel company to disclose.
According to the complaint, McLouth also wrongly chose a method of accounting that overstated its earnings from its ownership of nearly 20 percent of Jewell's stock. In 1975, that overstatement amounted to $3.4 million -- or 54.9 percent of McLouth's pre-tax earnings.
Through another accounting method disapproved by the SEC, the steel company managed to generate an increase in its inventory value of $1.8 million simply by moving a pile of steel from one plant to another at which it would be valued higher.
Detroit-based McLouth consented to the judgement without admitting or denying the SEC's allegations against it.
According to the SEC, McLouth's problems began in 1969, when the company obtained an option to acquire 25 percent of Jewell's stock. The chairman of Jewell, a Tennessee firm that supplied a significant portion of McLouth's requirements for blast furnace coke, and his family wanted to retain control of at least 80 percent of Jewell's stock. Ultimately an arrangement was worked out in which McLouth acquired 19.867 percent of Jewell's stock.
In spite of McLouth's rather large holdings in Jewell, the steel firm failed in repeated attempts to influence company policy or to get its own representative on the board of directors. In 1974, McLourth filed a lawsuit against Jewell seeking a court order that would require Jewell to pay higher dividends.
Later the two firms got into a legal wrangle about whether Jewell would supply more coal to McLouth failed to disclose that information to shareholders when it should have, the SEC said.
The SEC also charged that McLouth accounted for earnings from Jewell by the equity method -- which resulted in overstated earnings -- when its lack of control over Jewell's affairs made it improper to use that method. The case is the first in which the SEC has set what amounts to a guideline for use of the equity method, often used by firms which own 20 percent of another company.
One sign of the state of the relationship between the two firms detailed in the complaint was that Jewell refused to permit McLouth to include Jewell's auditied financial statements in the steel company's annual reports filed with the SEC, forcing McLouth into violation of SEC rules.