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To: patron_anejo_por_favor who wrote (142663)	1/9/2002 6:03:23 PM
From: patron_anejo_por_favor	Respond to of 436258

ROTFL! Is it any wonder that it's come to this? An IPO in every pot! quote.bloomberg.com 01/09 16:10 Ogunjobi's Plans to Acquire GM, AT&T and AOL Crimped by SEC By Miles Weiss Washington, Jan. 9 (Bloomberg) -- The Securities and Exchange Commission blocked a first-time stock sale by Toks Inc., crimping Ade Ogunjobi's vision of acquiring General Motors Corp., AT&T Corp., and five other major U.S. companies. Ogunjobi's proposal simply isn't credible, an SEC administrative law judge said in ordering a suspension of the registration statement that Toks filed last August for a $100,000 initial public offering. If the SEC had cleared the initial offering, Toks planned to register an additional $10 billion of bonds and $2 trillion of Class A stock to fund the takeovers. ``The registration statement goes well beyond hyperbole with a series of assumptions that it presents as realistic events,'' said an order issued yesterday by SEC Chief Administrative Law Judge Brenda Murray. For one thing, the IPO disclosure documents don't say how Toks, a company with no revenue and one employee, would find buyers for $10 billion of bonds, Murray's order said. Toks also didn't disclose in its initial registration statement that Ogunjobi planned to buy all $100,000 of stock issued through the IPO, the order said. Another problem: Toks didn't explain how the company would have securities worth $2 trillion to complete its takeover plans, which also called for the acquisition of Hughes Electronics Corp., AT&T Wireless Services Inc., AOL Time Warner Inc., General Electric Co., and Marriott International Inc. Nor did the filing disclose that Toks would have to raise $500 million simply to pay the registration fee on $2 trillion of stock, Murray said. Charter Repealed And the document's claim that Toks was a Delaware corporation was false, the SEC said, because the state had repealed the company's corporate charter in June 1998 for failure to pay taxes. Under SEC rules, the registration statement for a stock sale must disclose all the risks and material information on investing in a company. The agency said the filing by Toks failed to meet this standard. Ogunjobi, who operates Toks out of his Los Angeles apartment, didn't immediately return a telephone call seeking comment. Ogunjobi refused to participate in the proceeding unless the SEC declared the registration effective, a move that would have permitted the IPO to proceed, the SEC said. The registration describes Ogunjobi as a naturalized U.S. citizen born in London and educated at a Catholic school for boys in Nigeria, his parents' homeland. He is chairman and chief executive of Toks. Suspensions Rare The case is of interest to securities lawyers because the SEC rarely suspends registration statements. The agency stopped using such suspensions about 25 years ago because the process is so cumbersome, requiring a detailed set of proceedings, said Richard Rowe, a securities attorney with the law firm Proskauer Rose LLP. Carl Tibbetts, an attorney in the SEC's enforcement division, agreed that the suspensions of registration statements are relatively rare. However, he said that Ogunjobi's refusal to cooperate left the agency little choice. ``Normally the registrant is willing to either withdraw or make amendments necessary for the registration not to contain any material misrepresentations,'' Tibbetts said. ``We were not able to do that in this case.'' Buyers for 10 billion in bonds? No problemo! Get the party, errrr, ROAD SHOW started!<G>