Settlements

Tatjana Pessl [Sec. 144 & Agreed Stmt]

BCSECCOM #:
Document Type:
Sec. 144 & Agreed Stmt
Published Date:
1993-08-27
Effective Date:
1993-08-24
Details:


IN THE MATTER OF the Securities Act, S.B.C. 1985, chapter 83
AND IN THE MATTER OF Tatjana Pessl
Order Under Section 144
D.E. Holley
August 24, 1993

   ORDER:--  WHEREAS an Agreed Statement of Facts and Undertaking was executed by Tatjana Pessl ("Pessl") 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:

1.
under section 144(1)(c) of the Securities Act, S.B.C. 1985, c. 83 (the "Act") that any or all of the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Pessl for a period of 12 months from the date of the Order except that Pessl shall be permitted to utilize the exemption under section 31(7) of the Act solely for the purposes of disposition of the securities she holds at the date of the Order.  The following conditions shall apply to any dispositions made by Pessl:
(a)
prior to any securities being sold, Pessl must deliver to the Superintendent a list of the securities she is holding as of the date of the Order;
(b)
all dispositions by Pessl must be made through one registered dealer and prior and prior to any securities being sold, Pessl must advise the Superintendent of the name of the registered dealer and the name and account number through which the dispositions will be made by Pessl;
(c)
Pessl shall make arrangements with the registered dealer to ensure that the Superintendent receives copies of the confirmation slips for each disposition on a timely basis;
(d)
that no unusual effort is made to prepare the market or to create a demand for e securities; and
(e)
that no extraordinary commission or other consideration is paid in respect of trades of the securities; and
2.
under section 144(1)(d) of the Act that Pessl be prohibited from becoming or acting as a director or officer of any reporting issuer or of any issuer which provides management, administrative or consulting services to a reporting issuer for a period of 42 months from the date of the Order.
D.E. HOLLEY
Superintendent of Brokers

* * * * *
Schedule "A"
IN THE MATTER OF THE SECURITIES ACT
S.B.C. 1985, chapter 83
AND
IN THE MATTER OF TATJANA PESSL
Agreed Statement of Facts and Undertaking

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

1.
Riviera Explorations Inc. ("Riviera"), Yellow Point Mining Corp. ("Yellow Point") and TTC/Truck Tech Corp. ("TTC") are reporting issuers incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59 and their common shares are listed for trading on the Vancouver Stock Exchange (the "Exchange");
2.
at all times material to this matter, Pessl was a director of Riviera, Yellow Point and TTC;
3.
Atlantic Trust Management Group ("Atlantic") is a proprietorship which is controlled by Richard Frank John Newsom ("Richard Newsom");
The Option Transactions

4.
Pessl acknowledges that during late 1990 to 1992, she, among others, caused Riviera, Yellow Point and TTC to distribute stock options (the "Options") to ten persons (the "Optionees");
5.
Pessl acknowledges that she signed and filed with the British Columbia Securities Commission (the Commission"), on behalf of Riviera, Yellow Point and TTC, Reports of Exempt Distribution (the "Reports") which represented that the Options were being distributed in reliance upon the prospectus exemption set out in section 55(2)(9) of the Securities Act, S.B.C. 1985, c. 83 (the "Act");
6.
Pessl acknowledges that she represented to the Exchange (the "Exchange Filings") that the Optionees were employees of the issuer from which they received the Options;
7.
Pessl acknowledges that she knew or ought to have known that:
(a)
the Optionees were not employees of the issuers and that no prospectus exemption was available for the distribution of the Options;
(b)
the beneficial owner of all or part of the Options purportedly issued to Michael Jolly, David Ellison and John Armitstead (a.k.a. John Armistead) was Atlantic or related parties; and
(c)
the Reports and the Exchange Filings contained misrepresentations;
8.
as a result of her participation in the matters described above, Pessl, in exercising the powers and in performing the functions of a director and officer of the three issuers, failed to act in the best interest of the issuers and failed to exercise the care, diligence and skill of a reasonably prudent person;
Insider Reports

9.
Pessl acknowledges that during the period from September 1991 to June 1992, she filed insider reports with the Commission which did not disclose changes in her shareholdings of TTC on or about September 9, 1991, March 19, 1992, and April 6, 1992, contrary to section 70 of the Act;
Orders

10.
Pessl consents to an order (the "Order") by the Superintendent that:
(a)
under section 144(1)(c) of the Act that any or all of the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Pessl for a period of 12 months from the date of the Order;
(b)
under section 144(1)(d) of the Act that Pessl be prohibited from becoming or acting as a director or officer of any reporting issuer or of any issuer which provides management, administrative or consulting services to a reporting issuer for a period of 42 months from the date of the Order;
(c)
before accepting any position as a director or officer of a reporting issuer, Pessl will successfully complete a course of study satisfactory to the Superintendent concerning the duties and responsibilities of directors and officers of reporting issuers;
(d)
she will file amended insider reports for TTC which accurately reflect her trading activities and shareholdings of TTC; and
(e)
she will seek such professional counsel as may be reasonably necessary or take such other steps as may be reasonably required, to ensure that her future activities in the securities industry are in compliance with applicable securities legislation and policies;
11.
Pessl hereby consents and undertakes to pay to the Minister of Finance and Corporate Relations the sum of $3,500; and
12.
Pessl waives any right she 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 Vancouver, B.C., on August 23, 1993.

Witness:

H. RODERICK ANDERSON    }
607 - 808 Nelson Street }TATJANA PESSL
Vancouver, B.C.         }
V6Z 2H2                 }
Barrister & Solicitor   }
   DATED at Vancouver, British Columbia, on August 24, 1993.

D.E. HOLLEY
Superintendent of Brokers