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UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
August 15, 1996
INVESTMENT ADVISERS ACT OF 1940
Release No. 1577
SECURITIES EXCHANGE ACT OF 1934
Release No. 37573
ADMINISTRATIVE PROCEEDING
File No. 3-9063
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: ORDER INSTITUTING PROCEEDINGS
In the Matter of : PURSUANT TO SECTION 21C OF
THE : SECURITIES EXCHANGE ACT OF
: 1934, AND SECTIONS 203(e),
CABOT MONEY MANAGEMENT, INC. and : 203(f) and 203(i) OF THE
: INVESTMENT ADVISERS
ROBERT T. LUTTS, : ACT OF 1940,
: MAKING FINDINGS, IMPOSING
Respondents. : SANCTIONS, AND CEASE-
: AND-DESIST ORDER
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I.
The Securities and Exchange Commission ("Commission") deems
it appropriate and in the public interest that public
administrative proceedings be, and they hereby are, instituted
pursuant to Section 21C of the Securities Exchange Act of 1934
("Exchange Act") and Sections 203(e), 203(f) and 203(i) of the
Investment Advisers Act of 1940 ("Advisers Act") against Cabot
Money Management, Inc. ("Cabot Money Management") and Robert T.
Lutts ("Lutts") to determine whether Cabot Money Management and
Lutts willfully violated Section 13(f)(1) and Rule 13f-1
thereunder.-[1]-
II.
In anticipation of the institution of these administrative
proceedings, each Respondent has submitted an Offer of Settlement
---------FOOTNOTES----------
-[1]- "Willfully" as used in this Order means intentionally
committing the act which constitutes the violation. There is no
requirement that the actor also be aware that he is violating one
of the Rules or Acts. See Tager v. SEC, 344 F.2d 5 (2d Cir.
1965).
for the purpose of disposing of the issues raised in these
proceedings. 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 prior to a hearing pursuant
to the Commission's Rules of Practice, 17 C.F.R. Section 201.1,
et seq. the respondents, without admitting or denying the
findings set forth herein, except that they admit to the
jurisdiction of the Commission over them and over the subject
matter of these proceedings, consent to the entry of the findings
and to the issuance of this Order Instituting Proceedings
("Order").
III.
On the basis of this Order and the Respondents' Offers of
Settlement, the Commission finds the following:-[2]-
A. RESPONDENTS
1. Cabot Money Management is an investment adviser that
has been registered with the Commission pursuant to Section
203(c) of the Advisers Act since 1983, and is an "institutional
investment manager" within the definition set forth in Section
13(f)(5)(A) of the Securities Exchange Act of 1934 ("Exchange
Act").
2. Lutts, age 39, is the president, treasurer, director
and sole stockholder of Cabot Money Management. Lutts has
authority to direct the investment of Cabot Money Management's
clients' funds, and is an "institutional investment manager"
within the definition set forth in Section 13(f)(5)(A) of the
Exchange Act.
3. On March 23, 1987, Cabot Money Management and Lutts
consented, without admitting or denying the findings, to the
entry of a Commission order finding that it violated Sections
206(1), (2) and (4) of the Advisers Act and Rules 206(4)-1(a)(2)
and 206(4)-1(a)(5) thereunder, imposing a censure, and ordering
them to comply with certain undertakings. See In the Matter of
Cabot Money Management, Inc. and Robert T. Lutts, Investment
Advisers Act Rel. No. 1063 (March 23, 1987).
B. FACTS
1. In the course of their business as institutional
investment managers, Cabot Money Management and Lutts use the
---------FOOTNOTES----------
-[2]- The findings herein are made pursuant to the
Respondents' Offers of Settlement and are not binding on any
other person or entity in this or any other proceeding.
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mails and other means or instrumentalities of interstate
commerce.
2. On the last trading day of July 1995, Cabot Money
Management and Lutts exercised investment discretion with respect
to accounts that held in excess of $100 million in publicly
traded equity securities described in Exchange Act Rule 13f-1(c)
as "Section 13(f) securities." Cabot Money Management's and
Lutts' holdings of "Section 13(f) securities" in discretionary
accounts also exceeded $100 million on the last trading day of
September, November and December 1995.
3. Pursuant to the provisions of Section 13(f) of the
Exchange Act and Rule 13f-1 thereunder, Cabot Money Management
and Lutts were obligated to file a Form 13F disclosing their
holdings of "Section 13(f) securities" as of December 31, 1995,
within 45 days of December 31, 1995 -- the last day of the
calendar year in which they first exercised investment discretion
with respect to accounts holding "Section 13(f) securities"
having an aggregate fair market value on the last trading day of
any month in that calendar year of at least $100 million. That
Form 13F should have been filed on or before February 14, 1996.
4. Cabot Money Management and Lutts were obligated to file
a second Form 13F within 45 days of March 31, 1996 -- the last
day of the following calendar quarter, disclosing their holdings
of "Section 13(f) securities" as of the end of that quarter.
That Form 13F should have been filed on or before May 15, 1996.
5. Cabot Money Management and Lutts did not file the
required Forms 13F with the Commission until June 11, 1996. On
that date, Cabot Money Management and Lutts filed two Forms 13F,
one reflecting their holding of more than $138 million of
"Section 13(f) securities" as of December 31, 1995, the other
reflecting their holding of more than $199 million of "Section
13(f) securities" as of March 29, 1996, the last trading day of
that quarter.
6. Lutts father, a director of Cabot Money Management,
publishes an investment advisory letter known as The Cabot Market
Letter, and otherwise disseminates investment advice to
subscribers. Presstek, Inc. ("Presstek") is one of the
securities it has recommended. The Cabot Market Letter has
described Presstek as "the best stock we have ever uncovered in
our lifetime of searching for super-growth stocks," and "the Son
of Xerox, a stock that increased 100-fold in an eight-year
period." The Cabot Market Letter calls Presstek its "Stock of
the Decade," and on at least four occasions has described
Presstek as its "Stock of the Month."
7. The investment philosophy Cabot Money Management and
Lutts apply to client accounts generally follows that recommended
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by The Cabot Market Letter and other related publications. As of
December 31, 1995, accounts over which Cabot Money Management and
Lutts exercised investment discretion held 693,109 shares of
Presstek, approximately 4.7 percent of the total outstanding. As
of March 29, 1996, that figure had increased to 729,441 shares,
or approximately 4.8 percent of the total outstanding. Those
holdings accounted for more than 45 percent of the "Section 13(f)
securities" in accounts over which Cabot Money Management and
Lutts exercised investment discretion as of December 31, 1995,
and nearly 40 percent of the "Section 13(f) securities" as of
March 29, 1996.
8. During the period when Cabot Money Management's and
Lutts' required Forms 13F were due but had not been filed,
Presstek's stock price traded between a high of $200 and a low of
$60. Investors in Presstek during that period did not have the
information set forth in the last three sentences of paragraph 7
above, which was subsequently disclosed on the Forms 13F.
IV.
LEGAL DISCUSSION
The Congressional purpose in enacting Section 13(f) of the
Exchange Act was "to create a central depository of historical
and current data about the investment activities of institutional
investment managers." S. Rep. No. 94-75, 94th Cong., 2d Sess.
77-78 (1975). The importance of timely disclosure of such
information is especially pronounced here, where the
institutional investment managers' holdings include a significant
percentage of the outstanding securities of an issuer with a
volatile stock price, and where the manager's father is strongly
recommending the stock in question through his investment
advisory letter. These circumstances illustrate that the
information required on Form 13F can be of value to the
marketplace and investors in evaluating the demand for a stock,
and assessing the motivations of those holding or recommending a
stock.
V.
FINDING
On the basis of this Order and the Offers of Settlement
submitted by the Respondents, the Commission finds that Cabot
Money Management and Lutts willfully violated Section 13(f)(1) of
the Exchange Act and Rule 13f-1 thereunder.
VI.
In view of the foregoing, the Commission has determined that
it is in the public interest to accept the Respondents' Offers of
Settlement. Accordingly, IT IS HEREBY ORDERED THAT:
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A. Cabot Money Management and Lutts be, and they hereby
are, censured;
B. Cabot Money Management and Lutts, pursuant to Section
21C of the Exchange Act, shall cease-and-desist from committing
or causing any violation and any future violation of Section
13(f)(1) of the Exchange Act and Rule 13f-1 thereunder;
C. Cabot Money Management and Lutts shall, within ten days
of the date of this Order, each pay a civil penalty in the amount
of twelve thousand five hundred dollars ($12,500) to the United
States Treasury. Such payment shall be: (A) made by United
States postal money order, certified check, bank cashier's check
or bank money order; (B) made payable to the Securities and
Exchange Commission; (C) hand-delivered to the Comptroller,
Securities and Exchange Commission, 450 Fifth Street, N.W.
Washington, D.C. 20549; and (D) submitted under cover letter
identifying Cabot Money Management and Lutts as Respondents in
these proceedings, the file number of these proceedings, and the
Commission's case number, a copy of which cover letter and money
order shall be sent to Erich T. Schwartz, Assistant Director,
Division of Enforcement, Securities and Exchange Commission, 450
Fifth Street, N.W., Stop 5-4, Washington, D.C. 20549.
By the Commission.
Jonathan G. Katz
Secretary
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