UNITED STATES OF AMERICA
|In the Matter of||:|
|:ORDER MAKING FINDINGS AND|
|MODEL IMPERIAL, INC.,||: REVOKING REGISTRATION|
|: PURSUANT TO SECTION 12(j) OF|
|Respondent||: THE SECURITIES EXCHANGE|
|____________________________________||: ACT OF 1934|
On September 28, 1999, the Commission instituted public administrative proceedings against Model Imperial, Inc. ("Model Imperial"), pursuant to Section 12(j) of the Securities Exchange Act of 1934 (15 U.S.C. § 78l(j))("Exchange Act"). On September 28, 1999, the Order Instituting Public Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Exchange Act of 1934 was served on the Respondent.
Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or to which the Commission is a party, and without admitting or denying the findings set forth in the Order, except as to the Commission's finding of jurisdiction over Model Imperial and the subject matter of these proceedings, which are admitted, Model Imperial consents to the issuance of the Order by the Commission which finds that:
A. 7Model Imperial is a Florida corporation whose common stock is registered with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934 (15 U.S.C. § 78l (g)) (the "Old Common Stock").
B. On July 18, 1996, Model Imperial entered a voluntary proceeding for reorganization under Chapter 11 of the United States Bankruptcy Code in the Southern District of Florida (the "Bankruptcy Court") (Case Nos. 96-32922-BKC-PGH through 96-32929-BKC- PGH). On September 2, 1997, the Bankruptcy Court entered an Amended Order (the "Confirmation Order") confirming Model Imperial's Jointly Proposed Consolidated Plan of Reorganization, as Amended (the "Plan"). On July 14, 1998, the Bankruptcy Court entered an order modifying the Confirmation Order (the "Modification Order"). Pursuant to the Plan as modified by the Modification Order, a privately-held company, Quality King, Inc. ("Quality King"), contributed funds pursuant to an agreement with Model Imperial's secured and unsecured creditors in exchange for 100 percent of newly issued Model Imperial common stock (the "New Common Stock"). The New Common Stock was issued to Quality King pursuant to the Modification Order under Section 4(2) of the Securities Act of 1933 and without registration in accordance with 11 U.S.C. § 1145(a)(1)(A).
C. Upon the issuance of the New Common Stock to Quality King, the Old Common Stock was canceled, and all obligations evidenced thereby were discharged and fully satisfied by confirmation of the Plan, as modified, and the distributions made to the holders of the Old Common Stock pursuant to the Plan, as modified.
D. Prior to the acquisition by Quality King and the issuance of its New Common Stock, Model Imperial failed to comply with Section 13(a) of the Exchange Act and Exchange Act Rules 13a-1 and 13a-13 in that it has not filed annual reports on Form 10-K and quarterly reports on Form 10-Q for any period subsequent to its quarter ended September 30, 1995.
E. Prior to the acquisition by Quality King, Model Imperial failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1, 13a-13 and 12b-20 by including in its annual report on Form 10-K for the year ended December 31, 1994 and quarterly reports on Form 10-Q for the first three quarters of the years ended December 31, 1994 and December 31, 1995, financial statements that failed to conform with Generally Accepted Accounting Principles (as required by Regulation S-X) in that they materially overstated the value of Model Imperial's revenues and gross profit.
In view of the foregoing, the Commission finds that it is necessary and appropriate for the protection of investors that the registration of Model Imperial's common stock be revoked pursuant to Section 12(j) of the Securities Exchange Act of 1934 (15 U.S.C. §78l (j)).
Accordingly, it is hereby ordered, pursuant to Section 12(j) of the Securities Exchange Act of 1934 (15 U.S.C. §78l (j)) that the registration pursuant to Section 12(g) of the Securities Exchange Act of 1934 (15 U.S.C. §78l (g)) of Model Imperial's common stock be, and hereby is, revoked.
For the Commission, by its Secretary, pursuant to delegated authority.
Jonathan G. Katz
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