SECURITIES AND EXCHANGE COMMISSION
LITIGATION RELEASE NO. 16690 / September 6, 2000
SECURITIES AND EXCHANGE COMMISSION v. HOUSTON TEXANS NFL FOOTBALL TEAM HOLDING CO. AND EDGAR A. GUILBEAU, Civil Action No. H-00-3072
Federal Regulators and Criminal Authorities Coordinate Actions to Halt Illegal Internet Stock Offering Scheme
On September 6, 2000, Judge John Rainey granted the Commission's Ex Parte Application for Temporary Restraining Order and Other Equitable Relief against the Houston Texans NFL Football Team Holding Co. ("HTHolding Co.") and Edgar A. Guilbeau ("Guilbeau"), and entered orders freezing their assets. HTHolding Co. and Guilbeau had falsely claimed that they were affiliated with the National Football League ("NFL") and the Houston NFL football franchise, and had sought to solicit investments in the franchise. Simultaneously with the filing of the Commission's action, the Houston office of the Federal Bureau of Investigation ("FBI") executed a search warrant on Guilbeau's residence.
Guilbeau, age 50, resides at 6421 Kelly Dr., Pearland, Texas. Guilbeau is the president and director of HTHolding Co.
The complaint alleges that Guilbeau and HTHolding Co. schemed to defraud investors in the offer of stock, by among other things:
Designing the website www.houstontexans-nfl.com to mislead investors into believing that they were purchasing an interest in the recently-formed Houston NFL football franchise;
Using the name, "Houston Texans NFL Football Team Holding Company" and using the NFL Shield and other NFL trademarks on the website to create the impression that the purported team was an NFL-sanctioned franchise;
Creating the illusion that HTHolding Co. was a prosperous entity conducting legitimate business affairs by advising potential investors that its business address was 5300 N. Braeswood, Suite 282, Houston, Texas, when in reality this is merely a mail drop box and 282 is simply the number of the box;
Failing to disclose that HTHolding Co. has no affiliation with the NFL or the legitimate Houston NFL franchise;
Failing to disclose that HTHolding Co. does not own an NFL football franchise; and
Failing to disclose that the offering is not registered with the Commission.
The Commission would like to acknowledge the significant assistance of the Houston FBI office in both bringing the Commission's action and in coordinating the execution of its search warrant. The Commission would also like to acknowledge the assistance of the Texas State Securities Board in the investigation of this matter.
The Complaint charges that Guilbeau and HTHolding violated the antifraud provisions found in Section 17(a), as well as the registration provisions found in Section 5(c), of the Securities Act of 1933, and seeks a temporary restraining order, preliminary and permanent injunctions, an asset freeze, accounting, disgorgement with prejudgment interest and civil penalties. The complaint also seeks an order prohibiting the movement, alteration and destruction of books and records and an order expediting discovery.