Settlements

Peter A. Junger [Sec. 144]

BCSECCOM #:
Document Type:
Sec. 144
Published Date:
1996-01-05
Effective Date:
1995-12-28
Details:


IN THE MATTER OF The Securities Act, S.B.C. 1985, c. 83
AND IN THE MATTER OF Peter A. Junger
Order Under Section 144
D.E. Holley
December 28, 1995

ORDER:-- WHEREAS Peter A. Junger is the beneficial owner of shares in the capital of Boswell International Technologies Inc.;

AND WHEREAS an Agreed Statement of Facts and Undertaking was executed by Junger and the Superintendent of Brokers, a copy of which is attached hereto as Schedule "A" (the "Agreement");

NOW THEREFORE the Superintendent, considering that it would be in the public interest to do so, orders, BY CONSENT, that:

1.   under section 144(1)(c) of the Act,  the exemptions described under sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Junger for a period of three years, except that Junger may trade shares that he beneficially owns at the date of the Agreement, subject to the following conditions:

(a)
that before any such trades take place, Junger must deliver a sworn declaration to the Superintendent, listing all of the securities he beneficially owns at the date of the Agreement;
(b)
that any such trades must take place within 180 days from the date of this Order through a registered dealer designated in writing by Junger;
(c)
that before any such trades take place, Junger must deliver to the registered dealer a copy of this Order and an irrevocable direction to pay to the Commission the first $15,000 of net proceeds from the trades;
(d)
that, within ten days of the end of each month in which trading occurs, Junger files with the Superintendent a report in Form 36 disclosing his trades; and
2.
under section 144(1)(d) of the Act, Junger is prohibited from becoming or acting as a director or officer of any reporting issuer for a period of three years from the date of this Order.
D.E. HOLLEY, Superintendent of Brokers

Schedule "A"
IN THE MATTER OF THE SECURITIES ACT
S.B.C. 1985, c. 83
AND
IN THE MATTER OF PETER A. JUNGER
Agreed Statement of Facts and Undertaking

The following agreement has been reached between Peter A. Junger and the Superintendent of Brokers:

1.As the basis for the order and undertaking referred to in paragraph 2 of this Agreement, Junger acknowledges the following facts as being true:
(a)Boswell International Technologies Inc. is a reporting issuer, incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59 and its commons shares are listed and posted for trading on the Vancouver Stock Exchange;
(b)Junger was appointed a director of Boswell on June 4, 1986 and remained a director until he resigned his position on November 30, 1995;
(c)While an insider of Boswell, between December, 1989 and March, 1994, Junger made changes in his direct or indirect beneficial ownership of, or control or direction over, securities of Boswell and failed to file any of the insider reports required to be filed during this period under section 70(4) of the Securities Act, S.B.C. 1985, c. 83 (the "Act");
(d)on August 8, 1994, Junger was ordered, under section 146(1) of the Act to cease trading in the securities of Boswell until he filed the required insider reports;
(e)on June 28, 1995, Junger filed 37 insider reports for the period December, 1989 to March, 1994, disclosing purchases and sales in excess of 1,000,000 shares in Boswell;
(f)certain of the insider reports referred to in paragraph (e) were not in the required form and required amendment; and
(g)during the period January, 1992 to May 31, 1992, Junger caused eight trades involving 41,500 shares of Boswell held by him to take place among brokerage accounts under his sole control and direction.   The trades did not result in a change of beneficial ownership of the shares.  Junger knew or ought reasonably to have known that these trades created or resulted in a misleading appearance of trading activity in the shares of Boswell, contrary to section 41.1 of the Act.
2.Junger consents to an order (the "Order") of the Superintendent that:
(a)under section 144(1)(c) of the Act, the exemptions described under sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Junger for a period of three years, except that Junger may trade shares that he beneficially owns at the date of the Agreement, subject to the following conditions:
(i)that before any such trades take place, Junger must deliver a sworn declaration to the Superintendent, listing all of the securities he beneficially owns at the date of the Agreement;
(ii)that any such trades must take place within 180 days from the date of this Order through a registered dealer designated in writing by Junger;
(iii)that before any such trades take place, Junger must deliver to the registered dealer a copy of this Order and an irrevocable direction  to pay the Commission to the first $15,000 of net proceeds from the trades; and
(iv)that, within ten days of the end of each month in which trading occurs, Junger files with the Superintendent a report in Form 36 disclosing his trades;
(b)under section 144(1)(d) of the Act, Junger is prohibited from becoming or acting as a director or officer of any reporting issuer for a period of three years from the date of this Order; and
3.Junger agrees to pay the amount of $15,000 to the British Columbia Securities Commission.
4.Junger waives any right he may have under the Act or otherwise to a hearing, hearing and review, judicial review or appeal related to or in connection with or incidental to this Agreement and the related Order.
DATED at Vancouver, British Columbia, on December 28, 1995.
_________________________)
Witness                   )
)
T.W. Stewart_____________)
Barrister and Solicitor  )
Witness Name             )
_________________________)_____________________________
2438 Marine Drive________)Peter A. Junger
West Vancouver, B.C. _____
Address
D.E. HOLLEY, Superintendent of Brokers