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SECURITIES AND EXCHANGE COM'N v. PIG

March 29, 1973

SECURITIES AND EXCHANGE COMMISSION, PLAINTIFF,
v.
PIG'N WHISTLE CORPORATION ET AL., DEFENDANTS.



The opinion of the court was delivered by: Bauer, District Judge.

OPINION

FINDINGS OF FACT

1.  Pig'N Whistle Corporation was incorporated in Delaware
in 1926. From November, 1968 to the present its principal
place of business has been in Elgin, Illinois, and Chicago,
Illinois.
2.  Congress-Pacific Corporation, a Nevada corporation
dominated and controlled by Paul Pickle, a felon, acquired
180,181 shares (eighty percent) of the 224,878 shares of Pig'N
Whistle common stock outstanding in November 1968 for 6¢ per
share. Thereafter Pickle dominated and controlled Pig'N Whistle
Corporation.
3.  No registration statement as to the common stock or
convertible debentures of Pig'N Whistle Corporation has ever
been in effect with the Securities and Exchange Commission; a
registration statement for 250,000 shares of Pig'N Whistle
common stock was filed on December 24, 1969 but never became
effective.
4.  In November, 1968, Alvin Dolnick became a shareholder of
King Kastle Systems, Inc., a Delaware corporation dominated
and controlled by Paul Pickle.
5.  King Kastle Systems, Inc., was merged into Pig'N Whistle
Corporation in June, 1969 pursuant to a pre-existing plan to
distribute to the public unregistered shares of Pig'N Whistle
Corporation.
6.  In November, 1968 George Dixon agreed to sell the
Holiday Lodge to Pig'N Whistle Corporation for Pig'N Whistle
stock.
7.  From November 1968 to December 1969, Pig'N Whistle
Corporation issued, sold and distributed, directly and
indirectly, approximately 2,000,000 shares of common stock and
599 convertible debentures to the public.
8.  From November, 1968 to June, 1970, defendants Alvin
Dolnick and George Dixon singly and in concert with others, in
the Northern District of Illinois, Eastern Division, and
elsewhere, were, directly and indirectly, participating in the
distribution of unregistered Pig'N Whistle securities by:

a) making use of the means and instruments of transportation and communication in interstate commerce and of the mails, to sell securities, namely, common stock and convertible debentures of Pig'N Whistle Corporation, through the use and medium of prospectuses and otherwise;

b) carrying and causing to be carried through the mails and in interstate commerce, by means and instruments of transportation, the common stock and convertible debentures of Pig'N Whistle Corporation.

9.  From May, 1969 to January, 1970, Alvin Dolnick pledged
with banks shares of Pig'N Whistle stock.

10. Alvin Dolnick and George Dixon knew that the shares referred to in paragraphs 8 and 9 hereof were neither registered nor exempt from registration.

11. From November, 1968 to June, 1970, the defendants George Dixon and Alvin Dolnick, in the offer and sale of securities, namely, common stock and convertible debentures of Pig'N Whistle Corporation, by the use of means and instruments of transportation and communication in ...


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