The Commission announced today that it has filed a complaint in federal court seeking a civil penalty against William A. Wilkerson, arising out of violations of the "going private" rules under Section 13(e) of the Exchange Act. The Commission's complaint alleges that during the period May through September 2001, Wilkerson and The Phoenix Group of Florida, Inc. engaged in a series of transactions to purchase the common stock of BCT International, Inc. (BCTI) for the purpose of acquiring control of the company and taking it private. These transactions increased their ownership position in BCTI from 19.1% to 56.8%. According to the complaint, Wilkerson and Phoenix Group failed to timely file a Schedule 13E-3 disclosing their purchases and intent to effect a going private transaction, and that they failed to disseminate the required disclosures to other BCTI shareholders. As a result, investors were deprived of important information, such as: (i) the purposes for the transaction; (ii) the effects that the transaction would have on BCTI and its unaffiliated security holders; and (iii) the factors concerning the fairness of the transaction to the unaffiliated security holders. The complaint also alleges that Wilkerson and Phoenix Group failed to make adequate and timely disclosures in the Schedules 13D that they filed with the Commission.
Without admitting or denying the allegations in the complaint, Wilkerson consented to pay a $25,000 civil penalty. In a related enforcement action announced today, Wilkerson and Phoenix Group consented, without admitting or denying the Commission's findings, to the issuance of a Commission Order requiring them to cease and desist from committing or causing violations of Sections 13(d) and 13(e) of the Exchange Act and Rules 13d-1, 13d-2 and 13e-3 thereunder, and to comply with the undertakings set forth in the Order. (Rel. No. 34-48703; File No. 3-11315).
