U.S. Securities & Exchange Commission
SEC Seal
Home | Previous Page
U.S. Securities and Exchange Commission

United States of America
before the
Securities and Exchange Commission

Securities Exchange Act of 1934
Release No. 48440 / September 4, 2003

Administrative Proceeding
File No. 3-11243


In the Matter of

WILLIAM L. FRANKLIN,

Respondent.


:
:
:
:
:
:
:
:
ORDER INSTITUTING CEASE-AND-DESIST PROCEEDINGS, MAKING FINDINGS, AND IMPOSING A CEASE-AND-DESIST ORDER PURSUANT TO SECTION 21C OF THE SECURITIES EXCHANGE ACT OF 1934

I.

The Securities and Exchange Commission ("Commission") deems it appropriate that cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") against William L. Franklin ("Franklin" or "Respondent").

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement (the "Offer"), which the Commission has determined to accept. 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 herein, except as to the Commission's jurisdiction over him and the subject matter of these proceedings, which are admitted, Respondent consents to the entry of this Order.

III.

On the basis of this Order and Respondent's Offer, the Commission finds that:

Respondent

1) Franklin was, at all relevant times, Wulf International Ltd.'s ("Wulf") president and chief executive officer, and a member of its board of directors. Respondent, age 55, is a resident of Houston, Texas.

Other Relevant Entities

2) Wulf is a Colorado corporation with offices in Austin, Texas. From 1973 to 1992, the company operated as an oil and gas exploration entity. The company was inactive between 1992 and 1997. From 1997 through 2003, Wulf was attempting to develop housing for low-income persons in the Philippines and elsewhere.

Background

3) In April 1998, Wulf, through an intermediary entity, entered into a joint venture with the Southern Philippines Development Authority ("SPDA"), a corporation wholly owned by the Philippines government, to build one million houses for low-income persons in that country. The joint venture agreement required that Wulf obtain funding for the project, which required the approval of at least five Philippines governmental entities. The last such entity granted approval in November 2001.

4) Between January 18 and June 5, 2001, Franklin participated in drafting and/or disseminating four Wulf press releases concerning the proposed housing project. These releases contained materially false or misleading statements.

5) Two releases stated that the SPDA would issue $200 million of bonds, which would be sold by major investment banks, to fund Wulf's Philippines housing project. These statements were false because the Philippines government had not agreed to issue, and no investment banks had committed to underwrite, any such bonds. One investment bank had merely agreed to underwrite such bonds on a "best efforts" basis, provided that the Philippines government guaranteed the bonds, which had not occurred. Franklin knew that no investment banks had committed to underwrite such bonds at the time the releases were disseminated.

6) Two releases stated that the SPDA had "approved" the Philippines housing project. These statements were misleading because they failed to disclose that the SPDA was merely the first of at least five governmental entities from which approval was required, and that approval of the other such entities had not been obtained. Franklin knew that additional approvals were required at the time the releases were disseminated.

7) One release stated that the proposed Philippines housing project would enable the Wulf joint venture to earn $565 million within ten years, while another release stated that the project would enable the joint venture to earn $343 million within that period. These statements lacked a reasonable basis and were misleading because they failed to disclose that the Philippines government had not approved, and/or Wulf had not obtained funding for, the project. Franklin knew that the project lacked funding and government approval at the time the releases were disseminated.

8) As a result of the conduct described above, Franklin violated Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, which prohibit fraudulent conduct in connection with the purchase or sale of securities.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions specified in Respondent Franklin's Offer.

Accordingly, it is hereby ORDERED:

Pursuant to Section 21C of the Exchange Act, that Respondent Franklin cease and desist from committing or causing any violations and any future violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

By the Commission.

Jonathan G. Katz
Secretary

 

http://www.sec.gov/litigation/admin/34-48440.htm


Modified: 09/04/2003