UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Securities Act of 1933
Release No. 8414 / April 26, 2004
Securities Exchange Act of 1934
Release No. 49619 / April 26, 2004
File No. 3-11465
COMMISSION CHARGES PUBLIC FINANCE CONSULTANTS, INC., ROBERT D. FOWLER, DOLPHIN AND BRADBURY, INCORPORATED, AND ROBERT J. BRADBURY WITH VIOLATIONS OF THE ANTIFRAUD PROVISIONS OF THE FEDERAL SECURITIES LAWS IN CONNECTION WITH A $75.35 MILLION OFFERING OF MUNICIPAL SECURITIES
Today the United States Securities and Exchange Commission ("Commission") instituted enforcement proceedings against Public Finance Consultants, Inc. ("PFC"), of Harrisburg, Pennsylvania; PFC's President, Robert Fowler; Dolphin and Bradbury, Incorporated ("D&B"), a registered broker-dealer located in Philadelphia, Pennsylvania; and D&B's Chief Executive Officer, Robert J. Bradbury, for alleged violations of the antifraud provisions of the federal securities laws. PFC and Fowler served as financial advisor, and D&B and Bradbury acted as the underwriter in connection with a $75.35 million public offering in July 1998 of long-term, tax-exempt municipal bonds (the "Bonds") issued by the Dauphin County General Authority (the "Authority") to finance the purchase of the Forum Place office building in Harrisburg, Pennsylvania.
In the Order Instituting Public Administrative and Cease-and-Desist Proceedings ("Order"), the Commission's Division of Enforcement (the "Division") has alleged that:
The Bonds were offered and sold on the basis of a materially misleading disclosure document known as an Official Statement;
The Official Statement failed to disclose that Forum Place's major tenant, the Pennsylvania Department of Transportation ("PennDOT"), representing over sixty percent of the building's revenues, intended to vacate Forum Place as soon as a new building in Harrisburg, known as the Keystone Building, was completed;
The Official Statement simply disclosed that all of the Forum Place leases expired prior to the maturity of the Bonds, and contained a general warning that "there is no commitment, requirement or guarantee that the Commonwealth will renew or extend any of the office leases," thereby misleading investors as to the possibility that PennDOT might renew its lease;
The Official Statement did not contain any information concerning the supply of, or demand for, office space by eligible tenants in the Harrisburg area. In order to maintain the tax-exempt status of the Bonds, only ten percent of the space at Forum Place could be leased to entities other than state or local government units or charitable organizations;
The Authority relied on Fowler, as its financial advisor, to ensure that the Official Statement was accurate. Further, Fowler substantially participated in the drafting of the Official Statement;
As underwriter of the Bonds, D&B was obligated to obtain and review a near-final version of the Official Statement, and Bradbury was responsible for conducting that review;
Fowler and Bradbury each knew, or were reckless in not knowing, prior to the offer and sale of the Bonds, that the State planned to move PennDOT from Forum Place to the Keystone Building when construction of that building was completed;
Prospective investors generally were unaware of PennDOT's scheduled move to the Keystone Building, and by virtue of the misleading Official Statement and other documents provided by D&B, incorrectly concluded that PennDOT was likely to remain at Forum Place beyond the expiration of the lease; and
PennDOT departed from Forum Place as scheduled, and the Authority has been unable to replace it. The Bonds are in default, and Forum Place is currently in receivership.
The Order alleges that the Authority violated, and PFC and Fowler caused the Authority's violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act. The Order also alleges that D&B and Bradbury willfully violated Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and MSRB Rule G-17. Further, the Order alleges that D&B willfully violated and Bradbury willfully aided and abetted and caused violations of Section 15B(c)(1) of the Exchange Act.
A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide PFC, Fowler, D&B and Bradbury an opportunity to dispute these allegations, and to determine what remedial sanctions, if any, are appropriate, including, but not limited to, a cease-and-desist order, disgorgement, and, with respect to D&B and Bradbury, civil penalties. The Commission has further directed that an administrative law judge issue an initial decision in this matter within 300 days from the date of service of the Order.