H2O EXTRACTS GAS AND ATTRACTS MONEYBorn in Philadelphia on September 3, 1837, John Ernst Worrell Keely worked various jobs as a young man, as a member of a theatrical orchestra, a painter, a carpenter, a carnival barker, and as a mechanic. Then in 1872, he announced the discovery of a machine that could revolutionize the world. He said he had discovered a new physical force that could produce phenomenal power, never before heard of. Keely proposed to use the power of atoms in water to create perpetual motion. Since water covers more of the earth than land, the fuel for his machine would be cheap and readily available for all of mankind to benefit from. Keely’s basic idea, as he explained it to his awed listeners, was that atoms were in constant vibration, so all you had to do was to harness and channel the random vibrations of the atoms within water and you could produce unlimited energy. If you could get atoms to vibrate in unison, you could use their “etheric force” to run any motor of any size. To promote his discovery, Keely went on a speaking tour to share his great discovery with the world. At each engagement, someone in the audience would ask “How did you come to this great discovery?” Keely would explain to the audience that the revelation had hit him while he was playing a few notes on the violin. The notes on the instrument had set in motion harmonic vibrations, and in a moment of serendipitous inspiration, he had realized that the vibrations of atoms could be used to create energy just as the vibration of notes could be used to create music that could soothe the beast. Keely’s next stop was New York where he invited potential investors to the plush hotel he was staying at on Fifth Avenue. There, in his expansive suite with velvet chairs, chandeliers and extravagant mirrors, Keely explained his invention to potential investors while serving them delicacies to eat and liquor and champagne to savor and imbibe. Bankers, businessmen, engineers, lawyers, and other rich investors went to the hotel to invest in the sensation of the century. Soon after, with his first investment of $1 million in hand, he formed the Keely Motor Company. The corporation quickly grew to $5 million in capitalization. His investors wondered why the name of John Ernst Worrell Keely shouldn’t stand alongside that of Thomas Alva Edison and Alexander Graham Bell in the pantheon of great American inventors.
ETHERIC DISINTERGRATIONKeely impressed potential investors with phrases such as “quadruple negative harmonics,” “etheric disintegration,” and “atomic triplets” when he revealed his ideas to eager listeners. Through the “liberator” which was a system of highly sensitive tuning forces, Keely would unleash the secret powers of the universe through his “hydro-pneumatic, pulsating vacuum energy” to solve the world’s energy problems forever. Keely demonstrated his machine to his guests, using his powers of prestidigitation to pour water into his vacuum engine and demonstrate his device. After a little bit, the engine gurgled, then rumbled, then came alive, providing a pressure of 50,000 psi to the amazed onlookers. As The New York Times wrote on June 11, 1875, the “generator” was reported to be about 3 feet in size, made of Austrian gunmetal in one piece, and held about ten or twelve gallons of water. Its inside was made up of cylindrical chambers connected by pipes and fitted with stopcocks and valves. The “receiver” or “reservoir” was about forty inches long by six inches in diameter and connected to the “generator” by a one inch diameter pipe. Keely claimed that his apparatus would generate his “vapor” from water solely by mechanical means without using any chemicals and claimed that it could produce 2,000 psi in five seconds. Whenever Keely demonstrated one of his machines, he would provide an elaborate explanation of how the engine worked, as illustrated by one of Keely’s exercises in eloquent embellishment from The New York Times on June 7, 1885: “It is an elaboration of interatomic ether by vibration. The atomic ether vibrates all around the molecules of matter. There is a magnetic force attached to it at the same time, and it assimilates with the molecular atomic aggregations – that is, assimilates with a certain attractive force that it is hard to tell what it is. I call it a vibratory negative. It doesn’t act like a magnet drawing metals toward it. There is a certain magnetic effect about it that causes it to adhere by vibratory rotation to different forms of matter – that is the molecular, atomic, etheric, and ether-etheric. The impulse is given by metallic impulses, the rotary power that is formed by etheric vibration – that is the force that holds it in position.” Even if you didn’t understand Keely’s theories, he had demonstrated to potential investors that his machine actually worked. What else mattered?
A VIBRATING DEMONSTRATIONOn November 10, 1874, Keely demonstrated the first full-scale version of his miracle machine at his laboratory at 1422 North Twentieth Street in Philadelphia, which he called the “etheric generator,” later to be called a “vibratory-generator.” The motor obtained its power from “intermolecular vibrations of ether” which allowed him to create a machine which he finally named the “hydro-pneumatic pulsating vacuo-motor engine.” The press simply called it a perpetual motion machine, though Keely never referred to it as such.
CONDUCTOR OF MUSIC, ELECTRICITY, AND STOCKOne of Keely’s biggest supporters was a widow by the name of Mrs. Clara Jessup Bloomfield-Moore, who not only invested $100,000 in the Keely Motor Co., but provided Keely with $2000 a month for personal expenses. When others began to lose faith in Keely because of the inevitable delays, Clara would invest more money and urge others to do the same. Ms. Bloomfield-Moore even wrote articles for prominent magazines of the day, praising Keely and his invention, saying that Keely’s etheric force was “like the sun behind the clouds, the source of all light though itself unseen. It is the latent basis of all human knowledge…” Whenever there were doubts that his engine would finally come to fruition, Keely would unveil his newest advancement in tapping the forces of nature. At one demonstration, he showed investors the “shifting resonator” which carried seven different kinds of vibration, each “being capable of infinitesimal division.” Keely would set the whole contraption going in a variety of ways; sometimes by playing a few notes on his violin, a zither, a harmonica, or even an ordinary tuning fork. Whatever the method, etheric force came forth, starting the motor and impressing the investors. The stock went public on the New York Stock Exchange in January 1890, the greatest place for venture capital in the United States. The stock traded steadily during the 1890s, neither shooting up in a bubble nor collapsing. With no profits and no dividends, there was no reason for the stock to skyrocket until the etheric vibrations were turned into a money-making machine for the company’s shareholders.
DISINTERGRATION OF PROFITS
Under the Affordable Care Act, you must have health insurance, or pay a fine. But what if you were arrested or jailed if you did not comply with the healthcare reform law? The website for the Affordable Care Act is now up and running again so Americans can enroll for health insurance. Obama has had problems making the Affordable Care Act a reality during the past few weeks. Millions of Americans have found out that their health care has been cancelled, despite promises to the contrary, because their plans didn’t meet the standards of the Affordable Care Act, and millions more have seen large jumps in their annual premiums. Other Americans could not sign up due to past website performance of an approximate 10% downtime so now the government is hoping the website will work and reverse their fortunes.
The problem is that given the increase in health care costs that will occur, many people will not be able to afford health care insurance and will face the prospect of paying fines for non-compliance. The whole process reminds me of what happened during the Roosevelt Administration and its ill-fated attempt to impose price controls on the economy during the 1930s.
FINES FOR COMPETITION
After Roosevelt became President in 1933, he introduced the New Deal to bring the country out of the Great Depression. Manufacturing production was collapsing, trade was falling, people didn’t know where their next meal was coming from and unemployment lines were growing. As the chart below shows, unemployment had risen from around 1% in 1929 to 25% by 1933.
With any new legislation comes a new set of government rules, and the NRA created the inevitable regulatory nightmare. Raymond Clapper reported that between 4,000 and 5,000 business practices were prohibited by some 3,000 NRA orders that ran to over 10 million pages. Businesses that supported Roosevelt’s plan showed their support by putting up an NRA poster, which showed a blue eagle and the words “We Do Our Part” in their windows. If you watch an old movie, such as Gold Diggers of 1933, you can even see an NRA eagle that Busby Berkeley had his dancers form in the musical as a sign of Hollywood’s support for the NRA.
As with any set of government regulations, you have to have enforcement. Black markets resulted from the NRA’s regulations and in some garment districts, enforcement police were used to make sure the rules were followed. Just as the Volstead Act was passed to enforce Prohibition, each state passed laws that administered the thousands of regulations created by the NRA. The New Jersey State Recovery Act was passed by that state’s legislature to make sure businessmen complied, regardless of whether they knew all the details or not. The biggest supporters of the price controls were big businesses which, as always, were better able to apply the regulations than small firms, and which could use the price controls to increase their profits and keep smaller, more efficient firms from competing against them. In the cleaners and dyers business in New Jersey, the industry set a “fair competition” price of 40 cents for pressing a suit. Before the Crash, tailors could charge 50 cents; now they were forced to charge 40 cents. Jacob Meged was a tailor of Polish descent who had a tailor shop at 138 Griffiths Street in Jersey City. He had a wife and four children and he needed money to feed his family. Other tailors were charging 40 cents, but he wanted to get more business, so he put a sign in his shop window advertising that he would press suits for 35 cents. After all, this was America where you were accustomed to being free to charge what you want. Beating the competition and being entrepreneurial was the American way, and he would be happy to press suits for 35 cents. Unfortunately, Jacob didn’t get more business and instead, he was arrested. J. Raymon Tiffany, Special Assistant Attorney General in charge of enforcing NRA codes in New Jersey took responsibility for prosecuting the tailor. When Jacob Meged was read the charges, he told Judge Kinkead that he was only vaguely aware of the existence of a code, but he pled guilty to the charge that he had violated the New Jersey State Recovery Act. Mr. Tiffany asked the court to impose a sentence stiff enough to warn other code violators that the law had teeth in it.
UNSUITABLE JAIL SENTENCE
On Friday, April 20, 1934, Judge Robert V. Kinkead sentenced Jacob Meged to 30 days in the county jail, and he was ordered to pay a $100 fine. At 40 cents a suit, Meged would have to press 250 suits to cover his fine. That would be $100 he couldn’t use to feed his family, and in addition to this, he would lose a month’s earnings. As The New York Times put it, “He believed that the codes were designed to help the ‘little fellow’ and could not believe that by charging 35 cents instead of 40 cents to press a suit would put him behind bars. In court yesterday he stood as if in a trance when sentence was pronounced. He hoped that it was a joke.” It was no joke. Jacob Meged spent the weekend in jail, where he played checkers with fellow inmates. His case quickly became a cause célèbre, and although there is no record of it, over the weekend, political pressure was likely brought to bear upon Judge Kinkead to reverse the sentence. On Monday, Jacob Meged was called back before Judge Kinkead who remitted the fine and suspended sentence. Meged’s attorney explained that Meged had been ignorant of the meaning of the NRA, and now that the purpose of the NRA had been explained to him, he was anxious to comply. Judge Kinkead -who had no problem feeding his family, spoke to Meged like a father berating a little child. “I am glad you have come into court in a spirit of repentance…. The idea was to teach you a lesson. It never was the intention of this court that you pay the fine or be sent to prison. But there must be some way of impressing people who break the law that you did and it is necessary to demonstrate to people that the NRA State Act will be rigidly enforced.” The jocular judge even promised to be one of Meged’s customers if he raised his price to 40 cents for pressing a suit, though it is not known if Judge Kinkead ever followed up on his promise. Jacob Meged had an easy choice – shut up, do as you are told, comply, and you will be able to feed your family. Don’t comply and you could lose everything. So Jacob Meged did what he had to do. He went back to his shop. He took down the poster advertising his willingness to press a suit for 35 cents and replaced it with an NRA poster with the blue eagle on it. The photo of Jacob Meged at his shop, obviously staged, was published in newspapers with the caption: “The NRA is OK.” Jacob Meged also wired General Hugh Johnson, the head of the NRA, and let him know that he was “heartily in favor of it.” Meged was free from jail, but not free in spirit. He had to choose between his conscience and his family, and he chose his family. Although Jacob Meged’s incarceration was the most egregious result of the NRA, there were many other examples of the agency keeping people from competing freely in the market. As a result, in early 1935, the NRA announced that it would stop setting prices. The main supporters of the price controls had been the businessmen who ran the industries. According to Time Magazine, of the 2,000 businessmen that worked with the NRA, 90% opposed the chairman of the NRA’s decision to stop setting prices. Why compete with more agile, smaller firms when you can use the government to set up a cartel to protect you?
FREED BUT NOT FREE
On May 27, 1935, in the court case of Schecter Poultry Corp. v. United States, the Supreme Court, in a unanimous decision, held that the mandatory codes section of the NRA was unconstitutional because it attempted to regulate commerce that was not interstate in character. They found that the codes represented an unacceptable delegation of power from the legislature to the executive. The Court held that the codes violated the United States Constitution’s separation of powers as an impermissible delegation of legislative power to the executive branch. The Court also held that the NIRA provisions were in excess of congressional power under the commerce clause. After the Supreme Court invalidated the NRA, Jacob Meged was free to speak his mind and indeed he did. When asked what he thought of the court’s ruling, he retorted . . . “[the] NRA never was any good and is no good now.” Nevertheless, the entire ordeal clearly took its toll on Jacob Meged. He became ill in 1938, went into the hospital on February 21, 1939 where he died at the young age of 54, only five years after initial arrest. Reviewing this misadventure of Joseph Meged, it makes you wonder about the unintended consequences of government interference in the marketplace. Who and when will be the next Joseph Meged? The government has proven it is able to enforce its writ regardless of the consequences, but I certainly hope that this time, the government will.
PUMP AND DUMPOriginally founded in 1840, Park & Tilford had a long history of being a family-owned operation run by the Schulte’s. For decades, the company produced a broad line of whiskey and related products until it formally incorporated in 1923 in order to list on the NYSE. In 1943, in the middle of World War II, whiskey was scarce. Most companies that produced whiskey had their factories diverted to manufacturing more important goods – in the opinion of some folks – making whisky a hot product to the public. Since Park & Tilford owned a drug store in New York and went public during prohibition; the company diversified into cosmetics, perfumes and other drug sundries. Though Prohibition had been repealed in 1933, the diversion of resources to the production of war materiel had some people worried that Prohibition was being reintroduced de facto if not de jure. On December 15, 1943, D.A. Schulte, the President of Park & Tilford announced that the company was contemplating a distribution of whiskey to its shareholders. The announcement by Schulte had its effect. Based on these rumors, the stock advanced roughly 40 points over the next five months, as new shareholders tried to get access to scarce whisky to sell on the black market. This advance was an aggressive move in any market. The Schulte family owned over 90% of Park & Tilford stock, and they took advantage of the promise of the whiskey dividend to sell their stock to the public During the five months that followed the announcement, the family unloaded 93,000 shares through their broker, Ira Haupt & Co. The 93,000 shares the family sold may not seem like a large amount of stock until you realize that there were only 243,683 shares outstanding when the whiskey announcement was made. Ira Haupt & Co unloaded 40% of the outstanding shares as the stock hit new highs between December 1943 and May of 1944, as can be seen by the graph below. Park & Tilford stock had been at 57.625 on December 15, 1943 and advanced to 98.25 on May 26, 1944. It was classic pump and dump. Pump up the stock price then dump the shares on unwitting investors.
WHISKY DIVIDENDSOn May 26, the company formally announced the details of the whisky dividend. During World War II, the government imposed price controls on consumer goods, including liquor. The Government did not see the whiskey dividend as an exception to their regulations. The Office of Price Administration stepped in and limited the negotiability of the purchase rights and the maximum profit on the resale of the liquor. The stock price plummeted on the news. Since some shareholders were more interested in making cash than in drinking whiskey, they saw their profits from the whiskey dividend melt away, further causing a collapse in the stock price. If the government had not intervened with their ruling, the result might have been otherwise, but the government did intervene. The price of Park & Tilford fell 10 points on May 31st; and declined over 60 points during the month of June to close at 32 on June 28. The stock’s behavior relative to the S&P 500 is shown in the graph below.
LIQUID STOCKSUntil the announcement, Park & Tilford stock had been relatively illiquid. In the month of November 1943, only 7,000 shares of Park & Tilford had traded on the NYSE, but after the announcement was made, 24,500 shares, or about 10% of the float, traded in the next two days, and 115,000 shares, or half the float, traded during the rest of the month. The announcement of the whiskey dividend had made their stock very liquid. Unloading such a large number of shares caused Park & Tilford and the brokerage firm of Ira Haupt & Co. to run afoul of the SEC. During the period in which the 93,000 shares were dumped on the public, ten representatives of Ira Haupt & Co. solicited twenty-one customers to buy shares in the company, and the company’s chief statistician prepared a written analysis of the stock for a customer. The sale of stock by the Schulte family was, essentially, a secondary offering since the company had used a brokerage firm to distribute the stock. In a secondary offering, potential buyers know that insiders in the firm are unloading stock and the float is increasing. This tends to drive down the price of the stock. Park & Tilford used the rumors they had circulated about the Great Whiskey Dividend to push the price up so the family could unload their shares at a higher price; however, potential buyers were completely unaware they were buying shares from insiders.
A TOAST TO PUMP AND DUMPThough Park & Tilford argued that the shares they sold were not a secondary offering, the SEC saw otherwise and ruled against Park & Tilford and Ira Haupt & Co. since “[t]he only reasonable conclusion that could have been reached by respondent was that it was intended that a large block would be sold.” This rule was formalized by the SEC in Rule 154 which was adopted in 1954. If Park & Tilford’s principal shareholders had only sold a few hundred shares, there would have been no violation of SEC rules, but since the company had unloaded a large block of shares, they were effectively making a secondary offering. Ira Haupt & Co. should have insisted on a registration statement for the securities being distributed from Park & Tilford, and should have provided potential customers with a prospectus, but they did not. As a result, Ira Haupt & Co.’s membership in the NASD was suspended for twenty days. What have we learned here? Besides the fact that investors need to have all of the facts before investing, they also need to have a brokerage firm that is transparent with all relevant information, just the opposite of the behavior of Ira Haupt & Co. Had investors known they were being solicited to buy shares from insiders, and that the government was going to limit the profitability of the Whisky Dividend, the stock would never have risen in price as it did in order to be dumped by the Schultes. This is a classic case of not only buy on rumor and sell on news and don’t count your chickens before they are hatched, but most importantly, there is a sucker born every minute.
Salad Oil, Cornered and QuarteredThe Great Salad Oil Swindle was carried out by Anthony “Tino” De Angelis, who traded vegetable oil (soybean oil) futures which was an important ingredient in salad oil. De Angelis had previously been involved in a swindle involving the National School Lunch Act while he President of the Adolph Gobel Co. When it was discovered that he had overcharged the government and delivered over 2 million pounds of uninspected meat, he and the company ended up bankrupt. Con-men don’t stop being cons, they just try to learn from their mistakes and make more money the next time around.