BCSC

Settlements

E.C. Auto Centres Inc., et al. [Sec. 144]

BCSECCOM #:	Document Type: Sec. 144
Published Date: 1993-02-05	Effective Date: 1993-02-02
Details:

IN THE MATTER OF the Securities Act, S.B.C. 1985, chapter 83
AND IN THE MATTER OF E.C. Auto Centres Inc.
AND IN THE MATTER OF Walter Hoehn

Order Under Section 144

February 2, 1993

D.E. Holley

ORDER:-- WHEREAS an Agreed Statement of Facts and Undertaking was executed by Walter Hoehn ("Hoehn") and the Superintendent of Brokers (the "Superintendent"), a copy of which is attached hereto as Schedule "A";

NOW THEREFORE the Superintendent, considering that it would be in the public interest to do so, orders, BY CONSENT, that, pursuant to section 144(1)(a) of the Securities Act, S.B.C. 1985, c. 83 (the "Act"), Hoehn comply with the provisions of the Act and of the Regulation, B.C. Reg. 270/86, and in particular those relating to control person resale restrictions and reporting requirements.

D.E. HOLLEY
Superintendent of Brokers

* * * * *

SCHEDULE "A"

Agreed Statement of Facts and Undertaking

The following agreement has been reached between Walter Hoehn ("Hoehn") and the Superintendent of Brokers (the "Superintendent"):

As the basis for the undertakings referred to in paragraphs two and three of this agreement, Hoehn acknowledges the following facts:

(a)		E.C. Auto Centres Inc. ("E.C. Auto") is a reporting issuer incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59 and its common shares are listed for trading on the Vancouver Stock Exchange;
(b)		during July and August 1991, Hoehn was in the process of negotiating a sale of his interest in Auto Hoehn GmbH and Co. to E.C. Auto (the "Auto Hoehn Transaction") for which he was to acquire 1,700,000 shares of E.C. Auto (the "Shares"), representing approximately 32% of the issued and outstanding share capital of E.C. Auto;
(c)		on August 11, 1992, Hoehn filed a Notice of Intention to Sell (the "Notice of Intention") indicating his intention, as a control person, to sell 1,000,000 of the Shares, commencing August 19, 1992, pursuant to section 117(d) (the "Exemption") of the Securities Regulation, B.C. Reg 270/86 (the "Regulations");
(d)		at the time Hoehn filed the Notice of Intention and on the date proposed for completion of the transaction, he was not the beneficial owner of the Shares;
(e)		the Exemption did not apply to Hoehn at that time and under the circumstances and Hoehn subsequently withdrew the Notice of Intention; and
(f)		the Auto Hoehn Transaction has now closed and Hoehn will be issued 1,700,000 shares of E.C. Auto. Hoehn acknowledges that, as a result, he will be a control person of E.C. Auto and must comply with all applicable hold period and resale restrictions under the Securities Act, S.B.C. 1985, c. 83 (the "Act") and the Regulations.

2.		Hoehn consents to an order by the Superintendent under section 144(1)(a) of the Act that he will comply with the provisions of the Act and the Securities Regulation, S.B.C. Reg 270/86, with respect to dispositions of securities as a control person.
3.		Hoehn undertakes to personally pay to the Minister of Finance and Corporate Relations the sum of $2,000.
4.		Hoehn waives any right he may have, under the Act or otherwise, to a hearing, hearing and review, judicial review or appeal related to, in connection with or incidental to this agreement and any related orders.

DATED at Schoffengrund, Germany, on November 15, 1992.

NORBERT BOZON
Witness name
Lindenweg 4	WALTER HOEHN
2-7753 Allensbach 2

DATED at Vancouver, British Columbia, on February 1, 1993.

D.E. HOLLEY
Superintendent of Brokers