Release No. 41686 / August 2, 1999
File No. 3-9948
|In the Matter of
JOHN J. KENNA
|ORDER INSTITUTING PROCEEDINGS
PURSUANT TO SECTIONS 15(b) OF
THE SECURITIES EXCHANGE ACT OF
1934, MAKING FINDINGS AND IMPOSING
The Commission deems it appropriate and in the public interest that administrative proceedings be instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") with respect to John J. Kenna ("Kenna").
In anticipation of these proceedings, Kenna has submitted an Offer of Settlement ("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 contained herein, except that Kenna admits the jurisdiction of the Commission over him and the subject matter of this proceeding and the matters described in paragraphs III.A, B, D, G, H and I of this Order Instituting Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions ("Order"), Kenna has consented to the findings and sanctions set forth below.
Accordingly, IT IS ORDERED that the proceedings pursuant to Section 15(b) of the Exchange Act be, and they hereby are, instituted.
On the basis of this Order and the Offer submitted by the Respondent, the Commission finds that:
A. On March 13, 1997, the Commission filed a Complaint ("Complaint") against Kenna, among others, in SEC v. Global Financial Traders, Ltd. et al., Docket No. 97 Civ. 1753 DC (USDC SDNY), alleging Kenna violated Section 10(b) of the Exchange Act and Rules 10b-5 and 10b-6 and Rule 102 of Regulation M promulgated thereunder
B. The Complaint alleges that from February 1995 through March 1997 Kenna and others operated a business under the name of Global Financial Traders, Ltd. which, among other activities, published an investment newsletter called The Daily Speculator.
C. While publishing The Daily Speculator, Kenna engaged in the regular business of buying and selling securities for his own account.
D. The Complaint alleges that in or about August 1996, Kenna and his partner Michael R. Reilly ("Reilly") acquired a majority of the outstanding shares of Wall Street Information Services Holding, Inc. ("WSIS"), an Idaho shell company, and that Kenna and Reilly caused Wall Street Information Services Holding, Inc. to acquire American Image Motor Co., Inc. ("American Image"), a privately held California corporation, and to change the name of the company to American Image. The Complaint further alleges the shares acquired by Kenna and Reilly in this transaction were held in various Liberian and Bahamian entities under the control of Kenna and Reilly.
E. In or about August 1996, the common stock of American Image became quoted on the National Association of Securities Dealers' OTC Bulletin Board. American Image's common stock has been quoted on the OTC Bulletin Board from August 1996 to the present.
F. During the time period relevant to this proceeding, the common stock of American Image was not registered or approved for registration upon notice of issuance on a national securities exchange, nor were such securities authorized, or approved for authorization upon notice of issuance for quotation on an automated quotation system sponsored by a registered securities association, nor were such securities issued by a registered investment company. During a portion of the time period relevant to this proceeding the price of American Image common stock was less than five dollars per share. At no time relevant to this proceeding did American Image have net tangible assets in excess of $2,000,000 nor average revenue of $6,000,000 for a three year period.
G. The Complaint alleges that Kenna and Reilly received a large amount of American Image stock and marketed that stock using special selling efforts and selling methods.
H. The Complaint further alleges that while recommending purchases of American Image stock, Kenna and Reilly failed to disclose their control of at least 46% of American Image's unrestricted stock and failed to disclose that they were selling their shares in American Image.
I. On June 2, 1999, the United States District Court for the Southern District of New York issued an order of permanent injunction against Kenna enjoining him from further violations of Section 10(b) of the Exchange Act and Rule 10b-5 and Rule 102 of Regulation M promulgated thereunder and requiring him to pay disgorgement of $1,750,947, the payment of disgorgement to be waived and no penalty imposed based upon Kenna's demonstrated inability to pay.
In view of the foregoing, it is in the public interest to impose the sanctions specified in the Offer submitted by Kenna. Accordingly, IT IS ORDERED that:
The Respondent, John J. Kenna be and hereby is:
A. Barred from participating in an offering of any penny stock; and
B. Barred from association with any broker or dealer.
The sanctions ordered herein shall become effective immediately.
By the Commission.
Jonathan G. Katz