U.S. Securities and Exchange Commission
LITIGATION RELEASE NO. 18629 \ March 19, 2004
SECURITIES AND EXCHANGE COMMISSION v. WULF INTERNATIONAL LTD. AND GEORGE R. WULF, Civ. No. A03CA-565SS (USDC ND Tex).
The Commission announced that on February 27, 2004, the district court for the Western District of Texas entered judgments against Wulf International Ltd. and its founder, former chairman, and former chief executive officer, George R. Wulf. The judgments permanently enjoined Wulf International and Wulf from violating Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder. The judgment against Wulf also barred him from acting or serving as an officer or director of any public company, and from participating in an offering of penny stock. Wulf International and Wulf consented to the judgments without admitting or denying any of the allegations in the Commission's complaint.
The complaint alleged that, between January 2001 and April 2002, Wulf International, through Wulf, made fraudulent statements in press releases concerning: (1) its receipt of financing commitments for low-income housing projects in the Philippines and Pakistan; (2) its receipt of approval from the Philippines government for the housing project in that country; and (3) related earnings projections. Wulf International has subsequently abandoned those proposed housing projects.
The complaint alleged that the statements about purported financing commitments were fraudulent because they failed to disclose material contingencies associated with such commitments. In particular, any purported loan commitments were conditioned on Wulf International obtaining bank or government guarantees as security for the loans, which had not occurred. The complaint further alleged that statements in the press releases about approval from the Philippines government were fraudulent because they implied that the Philippines government had granted final approval for the project in that country. Contrary to this implication, only one of five governmental entities from which approval was required had approved the project. Finally, the statements about earnings projections lacked a reasonable basis in light of the lack of financing commitments and government approval.
Litigation as to the Commission's claims for disgorgement of ill-gotten gains and civil money penalties against Wulf is continuing.