The Securities and Exchange Commission has charged a North Carolina company with fraud in connection with the sale of unregistered securities in which a newsletter publisher held a financial interest.
According to the complaint, William H. Elam of Charlotte raised $207,000 in the summer of 1983 for Professional Athletes Inc., which was to represent athletes and manage their careers. Although it was supposed to be a private placement, the SEC contends that, because there was a general solicitation of investors, it was really a public offering and should have been registered before $99,000 was accepted from investors.
Furthermore, the SEC contended that John V. Holmes, editor and publisher of two investment news publications, The Profit Strategy Letter and The Venture Capital News, published information about Professional Athletes before registration as well as after to "encourage potential investors to buy the securities."
When the registration statement was filed with the SEC, Elam declined to state that Venture Capitalists -- another Holmes enterprise -- had lent Professional Athletes $50,000. The funds could be converted to common stock. In exchange for other services performed by Holmes, Venture Capitalists paid for and received 2.5 million shares of Professional Athletes' restricted, discounted common stock.
According to the complaint, Professional Athletes "knowingly or recklessly failed to disclose that Holmes and Venture Capitalists had, for consideration, agreed to assist Professional Athletes in obtaining investors through a private and public offering." The SEC further alleged that "with Elam's knowledge, Holmes and others distributed hundreds of copies of private-placement memoranda of Venture Capitalists to potential investors on a mailing list compiled and maintained by Holmes." The SEC contends these were general solicitations and so the offering should have been registered.
The agency announced yesterday that it has signed consent agreements in which Professional Athletes and Elam neither admit nor deny the charges. Holmes was not named as a defendant.