The Banker, his Buddy, a CEO and a Crippling Stock Scam

The Globe and Mail
By Paul Waldie

April 21, 2006

Wayne Breedon must have been intrigued when he got a call from his old colleague Kenneth D'Angelo in the summer of 1999.

Mr. Breedon was managing the stock loan department at the Deutsche Bank Securities Ltd. office in Toronto at the time and Mr. D'Angelo ran a New Jersey investment company called RBF International Inc. The two knew each other well and had worked together before.

Mr. D'Angelo needed Mr. Breedon's help. He had just been hired by Ramy el-Batrawi, chief executive officer and majority shareholder of GenesisIntermedia Inc., a California-based company that specialized in infomercials for gizmos such as the Ab Twister and audiotapes based on the book Men are from Mars, Women are from Venus. Genesis had just gone public on the Nasdaq Stock Market and Mr. D'Angelo had been retained to carry out a novel plan.

Over the next two years, according to allegations filed recently in court by the U.S. Securities and Exchange Commission, the three men embarked on a sophisticated stock scam that netted more than $130-million (U.S.) and crippled several brokerage firms. According to the SEC, the financial devastation was so severe that the Securities Investor Protection Corp., a U.S. federal agency that insures brokerage accounts, "had to conduct the largest bailout in its history."

The SEC alleges the scam also involved a CNBC television commentator and Saudi financier Adnan Khashoggi, best known for his role in the 1980s Iran-contra arms sales.

The saga has been under investigation by the FBI for years and it has already led to a couple of arrests and a series of civil lawsuits. But the SEC's suit, which involves accusations of stock manipulation, alleges for the first time that Mr. Breedon was a significant player.

None of the allegations have been proven. Mr. Breedon, who was suspended by Deutsche Bank in 2002, declined comment when contacted at his home outside Toronto. His lawyer, Richard Strassberg, said Mr. Breedon "has long denied any involvement with any inappropriate activity and will vigorously contest these charges." Officials at Deutsche Bank were unavailable.

Mr. D'Angelo, 62, has pleaded guilty to charges related to the scam and is cooperating with officials. Mr. Khashoggi, 70, has denied any wrongdoing and Mr. el-Batrawi, 44, was unavailable.

According to allegations filed in court, the scheme centred around stock loans -- a common practice among legitimate brokerages that involves one firm temporarily lending stock to another in return for cash. The loans are based on the price of the stock. If the share price rises, more cash can be borrowed; if it falls, the borrower must repay some money.

Mr. D'Angelo and Mr. Breedon allegedly arranged a series of loans with Deutsche Bank Canada involving Genesis shares owned by Mr. el-Batrawi. But Deutsche Bank Canada didn't permit stock lending with individuals so the two men had to run the transactions through several other firms to make it look like the stock was coming from a legitimate broker, the SEC alleges.

Mr. D'Angelo had a long history of stock manipulation and fraud. Court filings say he had been sanctioned three times by the courts and the SEC, dating back to 1983.

Once the Deutsche Bank structure was in place, Mr. el-Batrawi allegedly began arranging loans involving millions of shares. He was joined by Mr. Khashoggi, who became a major Genesis shareholder in 2000, the SEC alleges.

In order to raise even more money, the SEC alleges, the men began an illicit campaign to boost Genesis's share price using false financial records and bogus analyst reports. They also allegedly paid television commentator Courtney Smith more than $1-million to push Genesis on TV (he has been named in an SEC suit but was recently acquitted of criminal charges).

The scheme created a lucrative circle. By lending shares instead of selling them on the market, which would have driven down the stock price, the group allegedly received cash that they used to buy up more shares. That drove the share price even higher, which generated more cash from the loans, which led to more stock buying. All of this was fuelled by Mr. Smith allegedly telling viewers that Genesis was "exploding in revenues" and "extremely profitable."

Genesis's share price soared from $1.67 on Sept. 1, 1999 (adjusted for a stock split), to $25 on June 29, 2001. At the same time, the firm was losing millions of dollars -- $119-million in the first nine months of 2001 alone. The SEC alleges the men obtained more than $130-million through loans involving roughly 15 million Genesis shares.

The scam might have continued were it not for the terrorist attacks on Sept. 11, 2001, which caused a sharp market drop. Genesis's share price tanked, requiring the men to repay some of the loans. However, according to the SEC allegations, the group did not repay any money, leaving several brokerages with losses amounting to tens of millions of dollars.

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