UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 34-39125 / September 24, 1997 ADMINISTRATIVE PROCEEDING File No. 3-9433 : In the Matter of : ORDER INSTITUTING CEASE- : AND-DESIST PROCEEDINGS NYCAL CORPORATION, : PURSUANT TO SECTION 21C OF : THE SECURITIES EXCHANGE ACT : OF 1934 AND FINDINGS AND ORDER Respondent. : OF THE COMMISSION : : I. The 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") to determine whether Nycal Corporation ("Nycal") has failed to comply with Sections 13(d) and 16(a) of the Exchange Act, and Rules 13d-1, 13d-2, 16a-2, 16a-3 and former Rule 16a-1 promulgated thereunder. II. In anticipation of the institution of these administrative proceedings, Nycal ("the Respondent") has submitted an Offer of Settlement which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceeding brought by or on behalf of the Commission or to which the Commission is a party, the Respondent, without admitting or denying the matters set forth herein, consents to the issuance of this Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934 and Findings and Order of the Commission ("Order"), and to the entry of findings and imposition of remedial sanctions set forth below. III. On the basis of this Order and the Respondent's Offer of Settlement, the Commission finds the following: A. FACTS 1. Respondent Nycal (formerly known as Nickel Resources Development Corporation and Ni Cal Developments, LTD.), a Delaware corporation with its principal office in Dallas, Texas, is engaged in the exploration and development of mineral properties. Nycal beneficially owned more than 10% of the equity securities of Gulf USA Corporation ("Gulf"), Woodbine Petroleum Inc. ("Woodbine"), Powerhouse Resources, Inc. ("Powerhouse"), and Sunlite, Inc. ("Sunlite"). According to its most recent quarterly report on Form 10A, for the quarter ended March 31, 1994, Nycal reported total assets of $37,349,404 and total stockholders equity of $21,477,600. For the three months ended March 31, 1994, Nycal reported total revenues of $1,480,786. Nycal's common stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act. As of May 9, 1997, Nycal's common stock was quoted in the National Quotation Bureau s "pink sheets" and is traded in the over-the-counter market. 2. Issuers a. Gulf USA Corporation Gulf (formerly known as Gulf Resources & Chemical Corporation and Gulf Sulphur Corporation), a Delaware corporation with its principal offices in Boston, Massachusetts, is engaged in surface mining of bituminous coal. According to its most recent Annual Report on Form 10-K for the year ended December 31, 1992, Gulf had total assets of over $34 million and stockholders' equity of $319 million. As of March 22, 1993, Gulf had 10,854,886 shares of common stock issued and outstanding. Gulf reported a net loss of $49.3 million or $4.76 per share for its 1992 fiscal year. Gulf's common stock was registered with the Commission pursuant to Section 12 of the Exchange Act on March 30, 1987. According to a Form 8-K filed with the Commission on October 27, 1993, Gulf filed a Voluntary Petition in the U.S. Bankruptcy Court on October 22, 1993. b. Woodbine Petroleum, Inc. Woodbine, a Delaware corporation with its principal offices in Dallas, Texas, is engaged in oil and gas development, production, exploration and acquisition. According to its most recent Annual Report on Form 10-K for the year ended June 30, 1991, Woodbine had total assets of over $8.5 million and stockholders' equity of $4.7 million. As of September 12, 1991, Woodbine had 16,652,793 shares of common stock issued and outstanding. Woodbine reported net income of $514,898 or $.03 per share for its 1991 fiscal year. Woodbine's common stock was registered with the Commission pursuant to Section 12 of the Exchange Act on September 22, 1982. There has been no established trading market for Woodbine's securities since September 1992. ======END OF PAGE 2====== c. Powerhouse Resources, Inc. Powerhouse (formerly known as Com Tek Resources, Inc.), a Colorado corporation with its principal offices in Denver, Colorado, is engaged in the exploration, acquisition, development and production of oil and gas properties. According to its most recent Annual Report on Form 10-K for the year ended September 30, 1994, Powerhouse had total assets of over $7.1 million and stockholders' equity of $5.5 million. As of December 1, 1994, Powerhouse had 79,768,740 shares of common stock issued and outstanding. Powerhouse reported a net loss of $2.8 million for its 1994 fiscal year. Powerhouse's common stock was registered with the Commission pursuant to Section 12 of the Exchange Act on April 27, 1984, and is traded in the over-the-counter market. d. Sunlite, Inc. Sunlite (formerly known as Anret, Inc.), a Delaware corporation with its principal offices in Washington, D.C., has been engaged in the development, ownership, and management of oil and gas producing properties through its subsidiary, Woodbine Petroleum, Inc. According to its most recent Annual Report on Form 10-K for the year ended June 30, 1994, Sunlite had total assets of over $2 million and stockholders' equity of $1.5 million. As of March 20, 1995, Sunlite had 2,414,898 shares of common stock issued and outstanding. Sunlite reported a net loss of $3.9 million or $1.65 per share for its 1994 fiscal year. Sunlite's common stock was registered with the Commission pursuant to Section 12 of the Exchange Act on January 23, 1980, and was traded on the Philadelphia Stock Exchange and quoted on NASDAQ. Sunlite was delisted from the NASDAQ SmallCap Market and the Philadelphia Stock Exchange on September 15, 1994 and February 7, 1995, respectively. Sunlite and its subsidiaries have divested themselves of their net operating assets as of March 20, 1995. Sunlite's shares are quoted in the National Quotation Bureau's "pink sheets." B. APPLICABLE LAW Section 13(d) of the Exchange Act and Rule 13d-1 thereunder, in relevant part, provide that any person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a company registered pursuant to Section 12 of the Exchange Act, is directly or indirectly the beneficial owner of more than 5 percent of such security, shall, within 10 days after such acquisition, file a Schedule 13D with the Commission and the appropriate Exchange. Rule 13d-2(a) requires that amendments to Schedule 13D be promptly filed if any material change to the facts set forth in the Schedule 13D occurs. A change of one percent or more in the reporting person's beneficial ownership of the specified securities is deemed material for the purposes of Rule 13d-2(a). ======END OF PAGE 3====== Section 16(a) of the Exchange Act <(1)> requires that beneficial owners of more than ten percent of any class of any equity security registered pursuant to Section 12 of the Exchange Act and the officers and directors of the issuer of any such security (hereinafter "insider") file a statement with the Commission by the effective date of a registration statement filed pursuant to Section 12 of the Exchange Act, or within ten days of becoming such officer, director or beneficial owner, reporting the amount of all equity securities of such issuer of which they are a beneficial owner. Section 16(a) also requires an insider to file with the Commission within ten days after the close of each calendar month, if there has been a change in the insider's ownership of the issuer's equity securities during such month, a statement indicating such changes. The rules enacted pursuant to Section 16(a) provide that an initial statement by an insider is to be made on a Form 3 and subsequent statements of changes in beneficial ownership are to be made on a Form 4 or a Form 5. C. RESPONDENT'S VIOLATIONS OF SECTIONS 13(d) AND 16(a) OF THE EXCHANGE ACT AND THE RULES THEREUNDER Nycal failed for periods ranging from one week to more than five years and nine months to file two Schedules 13D and four amendments thereto, reporting acquisition or ownership and changes, in the securities of Gulf, Powerhouse and Sunlite. Nycal failed for periods ranging from one week to more than one year and two months to file three Forms 3 and amendments thereto, reporting its holdings of three different issuers, failed for periods ranging from one month to more than five years and nine months to file thirty Forms 4, and failed for periods ranging from three years and eleven months to more than five years and three months to file five Forms 5. The combined value of Nycal's stock transactions in late Form 4 filings is approximately $2.6 million. The history of delinquency, compiled from the ownership reports filed with the Commission by Nycal, is set forth below: <(1)> Until May 1, 1991, the statutory filing requirements under Section 16 of the Exchange Act were implemented by Rule 16a-1. On January 10, 1991, the Commission adopted a comprehensive revision of the rules under Section 16 which became effective on May 1, 1991. See Rel. 34-28869, 56 Fed. Reg. 7242 (Feb. 21, 1991). Among other things, these amendments place the implementation of the former Rule 16a-1 filing requirements in new Rules 16a-2 and 16a-3. Accordingly, this Order, at paragraph VI, orders that Nycal cease and desist from violating Rules 16a-2 and 16a-3. ======END OF PAGE 4====== NYCAL CORPORATION (formerly Nickel Resources Development Corp. and Ni Cal Developments, LTD.) Forms 3, 4 and 5 For Holdings and Transactions in the Equity Securities of Gulf USA Corporation (formerly Gulf Resources and Chemical Corp. and Gulf Sulphur Corp.) June 3, 1991 through February 10, 1997 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 05-91 Form 3 0 06-03-91 T 06-03-91 Forms 4, 5 06-91 Buy 1,800 5.75 10,350 07-10-91 9m3w 5,000 5.88 29,400 05-07-92 500 6.00 3,000 42,750 06-91 Buy 2,000 5.88 11,760 07-10-91 5y7m Not rec'd** 07-91 Buy 1,000 6.00 6,000 08-12-91 8m3w 4,600 5.63 25,898 05-07-92 2,000 6.00 12,000 43,898 07-91 Sale 2,000 6.00 12,000 08-12-91 5y6m Not rec'd 08-91 Sale 13,900 N/R N/R 09-10-91 5y5m Not rec'd 09-91 Buy 935,107 4.28 4,002,258 10-10-91 T 10-03-91 09-91 Buy 2,000 4.25 8,500 10-10-91 6m3w 05-07-92 09-91 Buy 1,000 4.25 4,250 10-10-91 5y4m Not rec'd ======END OF PAGE 5====== Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 11-91 Buy 1,000 4.00 4,000 01-10-92 5y1m Not rec'd 12-91 Buy 500 4.00 2,000 01-10-92 5y1m Not rec'd 12-91 Sale 1,000 4.00 4,000 01-10-92 5y1m Not rec'd FY-91 Form 5 02-14-92 5y Not rec'd 01-92 Buy 1,000 3.63 3,630 02-10-92 5y 500 3.75 1,875 Not rec'd 5,505 01-92 Sale 2,000 4.00 8,000 02-10-92 5y 1,000 3.88 3,880 Not rec'd 11,880 04-92 Buy 5,000 3.38 16,900 05-11-92 T 500 3.38 1,690 05-07-92 04-92 Buy 500 3.63 1,815 05-11-92 4y9m 10,000 3.50 35,000 Not rec'd 36,815 05-92 Buy 1,000 3.00 3,000 06-10-92 T 5,500 3.00 16,500 06-05-92 9,000 2.76 24,840 1,000 2.88 2,880 2,300 2.88 6,624 3,500 3.00 10,500 2,700 3.00 8,100 06-10-92 1m 07-09-92 05-92 Buy 500 3.00 1,500 06-10-92 4y8m Not rec'd 06-92 Buy 218 3.00 654 07-10-92 T 4,500 2.50 11,250 07-09-92 900 2.75 2,475 3,600 2.50 9,000 ======END OF PAGE 6====== Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 06-92 Buy 6,750 2.88 19,440 07-10-92 4y7m 1,400 3.00 4,200 Not rec'd 8,000 2.63 21,040 11,200 2.75 30,800 1,400 2.65 3,710 5,600 2.38 13,328 xxxxx 92,518 07-92 Buy 15,000 2.47 37,050 08-10-92 T 500 2.72 1,360 08-07-92 500 2.63 1,315 100 2.90 290 07-92 Sale 6,500 2.50 16,250 08-10-92 4y6m Not rec'd 08-92 Buy 6,000 2.50 15,000 09-10-92 4y5m 6,500 2.65 17,225 Not rec'd 32,225 09-92 Buy 3,000 2.50 7,500 10-13-92 4y4m 10,300 2.63 27,089 Not rec'd 34,589 09-92 Sale 8,850 2.50 22,125 10-13-92 4y4m Not rec'd 09-92 Buy 3,500 2.38 8,330 10-13-92 T 500 2.50 1,250 10-09-92 2,000 2.50 5,000 200 2.50 500 09-92 Sale 500 2.50 1,250 10-13-92 T 1,800 2.63 4,734 10-09-92 1,000 2.50 2,500 10-92 Buy 41,000 2.25 92,250 11-10-92 T 1,000 2.50 2,500 11-09-92 10,800 2.50 27,000 10-92 Sale 500 2.50 1,250 11-10-92 T 11-09-92 10-92 Buy 1,000 2.25 2,250 11-10-92 4y3m 1,700 2.38 4,046 Not rec'd 6,296 ======END OF PAGE 7====== Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 10-92 Sale 12,800 2.50 32,000 11-10-92 4y3m Not rec'd 11-92 Buy 4,600 2.13 9,798 12-10-92 T 4,000 2.25 9,000 12-11-92 3,700 2.38 8,806 1,500 2.50 3,750 11-92 Buy 2,000 2.50 5,000 12-10-92 4y2m 5,000 2.25 11,250 Not rec'd 2,500 2.38 5,950 3,500 2.00 7,000 29,200 11-92 Sale 352 1.88 662 12-10-92 4y2m Not rec'd 12-92 Buy 1,000 2.13 2,130 01-11-93 T 1,500 2.13 3,195 01-11-93 500 2.00 1,000 600 1.88 1,128 12-92 Buy 3,000 2.13 6,390 01-11-93 4y1m 19,400 2.00 38,800 Not rec'd 1,500 1.88 2,820 1,000 1.75 1,750 49,760 12-92 Sale 1,000 1.75 1,750 01-11-93 4y1m Not rec'd FY-92 Form 5 02-16-93 3y11m3w Not rec'd 01-93 Buy 25,000 2.07 51,750 02-10-93 5m 07-08-93 06-93 Sale 4,300 .38 1,634 07-12-93 T 2,000 .34 680 07-08-93 9,600 .31 2,976 07-93 Buy 80,000 .40 32,000 08-10-93 T 390,000 .40 156,000 08-10-93 50,000 .40 20,000 ======END OF PAGE 8====== Total value late reported transactions: $ 566,083 * = Price per share rounded off ** = Lateness calculated through February 10, 1997 ======END OF PAGE 9====== Schedule 13D and Amendments Gulf USA Corporation (formerly Gulf Resources and Chemical Corp. and Gulf Sulphur Corp.) May 29, 1991 through February 10, 1997 Date Month Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Due Wks.Late 05-24-91 13D 3,626,775 06-03-91 T 05-29-91 06-07-91 13D Amendment Change 06-07-91** T Items* 6, 06-10-91 7 06-27-91 13D Amendment Change 06-27-91 T Items 6,7 07-02-91 07-12-91 13D Amendment Change 07-12-91 T Items 3, 07-19-91 6, 7 09-30-91 13D Amendment Change 09-30-91 T Items 3, 10-04-91 6, 7 06-08-92 13D Amendment*** 06-08-92 4y8m Not rec'd 08-12-92 13D Amendment Change 08-12-92 T Items 4, 08-18-92 5,6,7 01-08-93 13D Amendment*** 01-08-93 4y1m Not rec'd 07-23-93 13D Amendment Change 07-23-93 T Items 4,6 07-28-93 * = Items refers to Items of Schedule 13D. ** = For the purpose of this table, the due date for amendments reflects the date the obligation to file the amendment arose. ======END OF PAGE 10====== *** = Material changes in Nycal's beneficial ownership of Gulf occurred. ======END OF PAGE 11====== Forms 3, 4 and 5 For Holdings and Transactions in the Equity Securities of Woodbine Petroleum, Inc. October 11, 1990 through December 16, 1991 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late Form 3 10-90 C/S 6,073,430 10-11-90 1y2m Indirect 12-16-91 Forms 4, 5 10-90 Buy 9,438,730 .09 849,486 11-13-90 9m 4,217,046 .15 632,557 08-14-91 1,482,043 05-91 Buy 25,000 .14 3,500 06-10-91 2m 100,000 .32 32,000 08-14-91 35,500 06-91 Buy 46,700 .26 12,142 07-10-91 1m 08-14-91 FY-91 Form 5 08-14-91 T 08-14-91 Total value late reported transactions: 1,529,685 ======END OF PAGE 12====== Forms 3, 4 and 5 For Holdings and Transactions in the Equity Securities of Powerhouse Resources, Inc. (formerly Com-Tek Resources, Inc.) April 25, 1991 through February 10, 1997 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 04-91 Form 3 4,666,667 04-25-91 1w 05-06-91 Forms 4, 5 04-91 Buy 2,990,516 .05 153,329 05-10-91 5y9m Not rec'd** 05-91 Buy 282,000 .05 14,600 06-10-91 5y8m 361,250 .05 18,653 Not rec'd 33,253 07-91 Sale 8,300,433 .05 415,022 08-12-91 T 07-23-91 FY-91 Form 5 11-14-91 5y3m Not rec'd 10-91 Deliv. 4,565,238 N/A N/A 11-12-91 5y3m escrowed shrs Not rec'd 11-91 Sold 4,565,238 N/R 240,000 12-10-91 5y2m Not rec'd FY-92 Form 5 11-16-92 4y2m3w Not rec'd Total value late reported transactions: $ 426,582 * = Price per share rounded off ** = Lateness calculated through February 10, 1997 ======END OF PAGE 13====== Schedule 13D and Amendments Powerhouse Resources, Inc. (formerly Com-Tek Resources, Inc.) April 25, 1991 through February 10, 1997 Date Month Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Rec'd Wks.Late 04-15-91 13D 4,666,667 04-25-91 1w 05-06-91 04-30-91 13D Amendment*** 04-30-91** 5y9m1w Not rec'd 07-11-91 13D Amendment Change 07-11-91 T Items* 07-18-91 2, 5 - 7 10-11-91 13D Amendment Change 10-11-91 T Items 10-15-91 5 - 7 11-15-91 13D Amendment Change 11-15-91 T Items 11-25-91 5 - 7 * = Items refers to Items of Schedule 13D. ** = For the purposes of this table, the due date for amendments reflects the date the obligation to file the amendment arose. *** = Material changes in Nycal's beneficial ownership of Powerhouse occurred. ======END OF PAGE 14====== Forms 3 and 4 For Holdings and Transactions in the Equity Securities of Sunlite, Inc. (formerly Anret, Inc.) September 6, 1991 through February 10, 1997 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 09-91 Form 3 1,329,200 09-16-91 1m1w 10-22-91 Forms 4, 5 09-91 Buy 1,300 5.13 6,669 11-12-91 5y3m Not rec'd** 10-91 Buy 3,000 4.38 13,140 11-12-91 5y3m 5,000 4.19 20,950 Not rec'd 34,090 12-91 Buy 20,400 4.75 96,900 01-10-92 1m2w 02-24-92 05-92 Buy 950 2.13 2,024 08-14-92 T 06-05-92 06-92 Buy 2,500 2.06 5,150 08-14-92 T 07-02-92 FY-92 Form 5 08-14-92 4y6m Not rec'd 11-92 Buy 400 2.75 1,100 07-12-93 T 12-11-92 06-93 Sale 10,000 1.75 17,500 07-12-93 T 10,000 1.50 15,000 07-08-93 Total value late reported transactions: $ 137,659 ======END OF PAGE 15====== * = Price per share rounded off ** = Lateness calculated through February 10, 1997 ======END OF PAGE 16====== Schedule 13D and Amendments Sunlite, Inc. (formerly Anret, Inc.) August 22, 1991 through February 10, 1997 Date Month Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Rec'd Wks.Late 08-12-91 13D 128,700 08-22-91 5y5m2w Not rec'd 09-06-91 13D Amendment 09-06-91 T 09-11-91 09-16-91 13D Amendment Change 09-16-91** T Items* 09-19-91 1,3,5,6,7 10-14-91 13D Amendment Change 10-14-91 T Items 10-21-91 1,4,5 12-11-91 13D Amendment*** 12-11-91 5y2m Not rec'd 02-14-92 13D Amendment Change 02-14-92 T Items 02-18-92 1,3,4 03-16-92 13D Amendment Change 03-16-92 T Items 03-20-92 1, 4 * = Items refers to Items of Schedule 13D. ** = For the purposes of this table, the due date for amendments reflects the date the obligation to file the amendment arose. *** = Material changes in Nycal's beneficial ownership of Sunlite occurred. IV. ======END OF PAGE 17====== FINDINGS Based on the above, the Commission finds that Nycal violated Sections 13(d) and 16(a) of the Exchange Act, and Rules 13d-1, 13d-2, 16a-2, 16a-3 and former Rule 16a-1 promulgated thereunder. V. OFFER OF SETTLEMENT Nycal has submitted an Offer of Settlement in this proceeding which the Commission has determined to accept. Nycal, in its Offer, consents to this Order making findings, as set forth above, and ordering it to cease and desist from committing or causing any violation of, and committing or causing any future violation of, Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 thereunder. VI. ORDER Accordingly, IT IS HEREBY ORDERED, pursuant to Section 21C of the Exchange Act, that Nycal cease and desist from committing or causing any violation of, and committing or causing any future violation of, Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder. By the Commission. Jonathan G. Katz Secretary ======END OF PAGE 18======