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If you offer to buy an airline for $3.25 billion but don't really have the money to do the deal, the government is going to notice.
On Tuesday, the Securities and Exchange Commission filed a civil complaint against Florida resident Allen Weintraub, citing "false and misleading" offers to buy American Airlines' parent company, AMR Corp., as well as Eastman Kodak Co. of Rochester, N.Y.
The suit, filed in a Florida federal court, says Weintraub violated several federal securities regulations, attempted fraud and "made untrue statements" in his buyout offers. One of Weintraub's violations, the suit says, was not revealing that he is a felon on probation for fraud in Florida and has not paid a "nondischargeable prior judgment in favor of the SEC in the amount of $1,050,000."
In March, Weintraub sent a letter to Fort Worth-based AMR offering to buy all outstanding stock for $3.25 billion, a 50 percent premium over AMR's closing price at the time. He said his firm, Sterling Global, had banks lined up to finance the deal so he could take AMR private.
A week earlier, he made a similar offer to take over Kodak for $1.3 billion.
AMR was suspicious of the offer, saying it couldn't confirm whether Sterling Global was a legitimate investment company or a shareholder. The Star-Telegram obtained a photo of the "global headquarters" of Sterling Global, which appeared to be a small office center in Davie, Fla., in the Miami area, that housed Weintraub's attorney but no firm named Sterling Global.
Apparently SEC investigators were skeptical of the offer as well.
According to the suit, SEC staffers interviewed Weintraub, who named three commercial banks that he said agreed to provide letters of credit to finance the deal.
"None of the banks Weintraub identified as sources of financing for the tender offers agreed to provide any financing to him or Sterling Global," the suit says. It says the SEC has "no reasonable basis to believe that [he] could obtain the approximately $4.5 billion in financing required to complete the tender offers."
Weintraub did not return calls Wednesday seeking comment on government's suit.
AMR said Wednesday that it received two letters from Weintraub but does not believe the offers are legitimate.
"We have referred the matter to the Securities and Exchange Commission, and their lawsuit certainly speaks for itself," AMR spokesman Tim Smith said.