THE SECRET LIFE OF JB OXFORD

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For years, the securities industry in the U.S. and elsewhere has been host to fast-buck brokerage firms that have ridden the back of the bull market like so many parasites. Typically, they hype penny stocks in tiny companies that are all promise and no delivery and then close up shop when the market hiccups or the regulators catch on, leaving gullible investors to count their losses.

No one has been a better practitioner of the craft than Irving Kott, a sharp operator who has played a powerful, behind-the-scenes role at brokerage firms in his native Canada, Continental Europe, Britain and the U.S. In his biggest caper, Kott's brokerage customers lost as much as $400 million. His operations have been run out of a number of countries, but now he is back in the U.S., operating right under the noses of government regulators, including the Securities and Exchange Commission and the National Association of Securities Dealers (NASD).

Kott is a powerful figure behind the scenes at JB Oxford & Co., a small discount brokerage with big pretensions whose parent company, JB Oxford Holdings, has become a darling of a group of online investors, to the point that many of them have bought stock in the brokerage company. Hundreds of messages about the company, based in Beverly Hills, California, have been posted in America Online's Motley Fool electronic forum, which has been prominent in boosting prices of a number of issues. Last year the company's stock opened at $1 a share and shot up to nearly $4 in December, ending the year at $2. This year, despite a torrid market, the stock has not done as well as its online admirers might wish. At week's end it closed at $1.75.

Few of the mostly small investors who have put money into JB Oxford's stock know about Kott's ties to the firm, because his name appears nowhere in the company's SEC filings. Why? According to JB Oxford, Kott is nothing more than a consultant to the brokerage company. Kott too, in faxed communications with TIME, reiterated the company's official explanation. In reality, he wields so much influence that several former employees told TIME they regarded him as the de facto CEO. There have also been allegations--hotly denied by Oxford--that the firm is engaging in some of the same dubious practices that were employed by other Kott-related brokerages in the past. Stephen Rubenstein, Oxford's chairman and CEO, insists that despite Kott's association with the company, JB Oxford is a clean operation making an honest living in one of the hottest markets in history.

But making an honest living is not an Irving Kott hallmark. Although he claims Canadian residency, Kott spends much of his time in California and lives at a rented 4,000-sq.-ft. mansion in Beverly Hills with a swimming pool and tennis court that was once the home of Cary Grant. Officially, the tenant is Rhoda F. Kott, Irving's wife, and there's a reason: by claiming Canadian residency, Kott has been able to avoid being served with subpoenas at JB Oxford's headquarters. Until a few months ago, Oxford reimbursed Kott's consulting firm for the rent.

Kott gets around. In 1976 he was convicted of stock fraud in Ontario and fined Can$500,000--believed to be the largest personal fine in Canadian history up to that time. In 1979 he was sentenced to four years in prison in another case, a conviction that was overturned on appeal. By the '80s, he had set out for Europe to help run an Amsterdam-based company called First Commerce Securities, which became mired in scandal. The operation was a classic boiler room--a brokerage firm that used high-pressure sales tactics to push dubious securities. Telemarketers dialed for dollars around the clock to all points of the globe.

First Commerce's main product was stock of an outfit called DeVoe-Holbein International, a company that boasted a very interesting technology: one that could essentially extract gold and other valuable minerals from wastewater and seawater. It was a lure reminiscent of the medieval alchemists who claimed to be able to transform base metals into gold, with equally unimpressive results. Dutch authorities raided First Commerce in 1986 and forced it into bankruptcy the following year. Thousands of investors lost money, including many Americans living abroad.

Although Kott told TIME he was only a consultant to First Commerce, Dutch prosecutor Jan Koers says he found overwhelming evidence that Kott owned the company and played a major role in running it. He accused Kott of fraud, tax evasion and various other crimes. The criminal investigation stalled because Kott could not be extradited from Canada. Kott settled the case against him and other operators of the boiler room for about $4 million. This was pocket change in comparison with what First Commerce collected. Prosecutor Koers estimates that investors lost a bare minimum of $100 million. Jan van Apeldoorn, the bankruptcy receiver, believes the total damage was as high as $400 million. Having been made unwelcome in the Netherlands, Kott, together with some of his associates, continued to push highly speculative stocks using brokerage firms in other countries, including Britain, Luxembourg and the U.S. One such outlet was Greentree Securities, a now defunct New York City firm run by Kott's son Michael, an alumnus of First Commerce. (Another son, Ian, is a senior official of JB Oxford.)

JB Oxford Holdings used to be called RKS Financial Group, and it was the parent company of a sketchy brokerage firm called Reynolds Kendrick Stratton. In the spring of 1993, Kott helped arrange for a group of investors to acquire a controlling interest in the brokerage company, and Kott was hired as a consultant. Reynolds Kendrick Stratton aggressively promoted Kott-related stocks, notably shares of a NASDAQ-listed company called Hariston Corp.

For many years Hariston was a Kott plaything. Hariston's stock had been sold by First Commerce Securities. The company was once called Western Allenbee Oil & Gas and later renamed Convoy Capital. Whatever the label, Hariston bore an odd resemblance to First Commerce's main piece of merchandise, DeVoe-Holbein International. It too boasted technology that could squeeze minerals from water, and one of the same scientists was involved: Irving W. DeVoe, a Canadian professor who had co-founded DeVoe-Holbein. In the early 1990s, a Hariston unit announced a project to extract minerals from mining waters in Butte, Montana, and many local people who believed in the project bought stock. The scheme came to naught, as did much of the money invested. (In its current incarnation, Hariston is a computer software company.)

Reynolds Kendrick Stratton's practices touched off a spate of litigation by investors as well as a probe by the nasd, forcing the company to pay out settlements, arbitration awards and fines. A March 1994 expose in BusinessWeek highlighted Kott's "consulting" role and revealed that Kott and some of the investors he had helped bring into the brokerage company were major shareholders of Hariston.

Shortly after that story appeared, RKS announced that it was pulling out of the full-service brokerage business. RKS shut down Reynolds Kendrick Stratton, and a new brokerage firm took its place: JB Oxford & Co.

Unlike its predecessor, JB Oxford & Co. would be a discount stockbroker--essentially a passive order taker for customers who wanted to save money on commissions.

In the two years since then, JB Oxford has expanded aggressively, hiring dozens of stockbrokers and opening branch offices in New York City, Boston, Miami, Dallas and Basel, Switzerland. Customers have been solicited through television commercials on cnbc in the U.S. and nbc Super Channel, an English-language cable channel in Europe. An Asian marketing group runs ads in Japanese, Chinese and Korean newspapers in California, and there are plans to open offices in Hong Kong and Taipei. Oxford has also plunged into cyberspace with its own Internet site, enabling investors to trade online.

Oxford CEO Rubenstein insists that Oxford is "vastly different" from its predecessor, Reynolds Kendrick Stratton, "with new management, new personnel and an entirely different business focus. There is simply no comparison between the two firms." One thing hasn't changed, however: the Kott connection. Several major JB Oxford shareholders have been closely associated with Kott or with stocks pushed through Kott-connected boiler rooms. Felix Oeri, a Swiss financier who is Oxford's biggest stockholder, bought a large block of Hariston stock a few years ago after it was recommended to him by Kott. (Oeri says he's lost money on the stock.) Arabella, a Luxembourg company that is Oxford's second-ranking stockholder, is currently the controlling shareholder of Hariston.

"Kott was the key: he made the decisions," recalls a former employee. When asked whether Kott gave orders to Rubenstein, this source replied, "Definitely." Said another ex-employee: "Kott called the shots. Everyone made suggestions to him, but [I think] his word was the final one. Nothing went on without his knowledge." A former broker said flatly, "It's his place. He runs it, he makes the decisions, he does the hiring and firing."

Early this year, several Oxford branch managers and employees from various parts of the country held at least two meetings at Kott's Beverly Hills mansion. Rubenstein, according to a former employee, was at both meetings, but they were chaired by Kott. A source in the brokerage business says Kott has actually described himself as the "owner" of JB Oxford. When TIME asked Kott about his relationship with JB Oxford, he denied owning any stock and described himself as a consultant.

Rubenstein likewise rejects the notion that Kott is anything more than a consultant, and he adds that a two-year consulting agreement expired at the end of June and that Kott is now used only on an ad hoc basis. And yet Rubenstein's own comments about Kott make it clear that Kott has played a central role in the company, making him, at the very least, one of the two or three most important people there.

Kott not only has ties to several major shareholders, but he has also helped launch the discount-brokerage business, restructured the company's debt and supervised advertising and marketing. Until a few months ago, he spent 50% to 60% of his time at JB Oxford's headquarters--in an office that was larger than Rubenstein's own digs. (Although Rubinstein points out, "I have the corner office.")

Rubenstein's statements about Kott's office and the amount of time Kott spent there seem to contradict assertions that Oxford made in a civil case filed last year against Oxford, Kott and other defendants. After the plaintiffs tried to serve a summons on Kott at Oxford's offices, he and Oxford persuaded an appeals court judge to quash the summons. The main reasons: Kott had no office at JB Oxford, and he lived in Canada, not California. (Rubenstein says this isn't a contradiction because the office was provided to employees of Kott's consulting firm. Yet he acknowledges that the consulting-firm employee who occupied it was Irving Kott.)

The Kott connection may be disturbing, but does it matter to JB Oxford's clients? After all, Oxford portrays itself as little more than a passive order taker for customers who make their own investment decisions. In fact, Oxford customers can have their own "personal" brokers, and some of the brokers steer clients to specific stocks, especially stocks in which Oxford is a market maker, since the firm makes much bigger profits that way. (A market maker can sell out of its own inventory, rather than as a middleman between buyer and seller.) Brokers have every incentive to recommend such stocks because part of their compensation comes from the "spread"--the difference between the price paid by Oxford for the stock and the price charged to the customer. One of the stocks in which Oxford is a market maker is the controversial Hariston Corp.

Even if customers make their own decisions, there can be room for abuse. Former employees and customers say the firm sometimes overcharged for stocks through price-manipulation schemes. At least three disgruntled clients complained to state-securities regulators about such abuses; one of them claimed to have lost his life savings. Rubenstein, for his part, insists that Oxford's sales and trading practices are in line with industry standards and that there have been few customer complaints.

There's no question that Oxford brokers have recommended at least one speculative stock to their customers: Legacy Software. It's an obscure company in the Los Angeles area that develops edutainment software, and when it went public last May, JB Oxford arranged the deal. Edutainment is a promising area, but Legacy was in very poor financial shape. The tiny software developer had a record of losses, and its accountants said there was "a substantial doubt as to the company's ability to continue as a going concern." In plain English, Legacy was on the verge of bankruptcy.

Yet the deal was a major success for Legacy: the offer price of $6 a share gave the struggling software house a market capitalization of more than $14 million on a fully diluted basis. Perhaps the biggest winner was an obscure Monaco company called EBC Trust. Some months before the deal, EBC provided a loan to Legacy to keep it going, and is now one of the company's biggest single stockholders, with millions of dollars in paper profits.

Who's behind EBC? Legacy's prospectus states that EBC is owned by Monaco-based businessmen Michael Woolf and Richard MacLellan. TIME has learned that MacLellan is apparently no stranger to Irving Kott: the two men were co-defendants in a suit filed in California last year accusing them of having misappropriated shares of a Canadian company. (The suit was settled, and TIME has no evidence of wrongdoing by any of the defendants.)

Other co-defendants included Felix Oeri, Oxford's largest stockholder, and Financial Strategies International, a now defunct company that published a newsletter that often touted Kott-related stocks. (Oeri told TIME that he did not know he had been sued.) A former FSI employee, Ian Clay, worked for two Kott-connected boiler rooms in Europe. For the past two years, Clay has been working for JB Oxford.

It's likely that the most actively traded stock connected to Kott is not Legacy or even Hariston but JB Oxford Holdings. Trading volume has at times been extraordinarily high for a company of Oxford's size ($39.6 million in revenues last year); there were times last year when Oxford was one of the most actively traded stocks on nasdaq's Small-Cap market.

To date, JB Oxford has never seen fit to inform its shareholders of the key role Kott plays at the company. Although most of Oxford's customers and stockholders are in the dark, U.S. securities regulators have known for years that Kott is connected to JB Oxford. When regulators have looked into the matter, Oxford has assured them that Kott is nothing more than a consultant.

Long before arriving at JB Oxford, Kott ran other brokerage firms by operating through front men. Authorities weren't fooled. In his native Quebec, for instance, regulators yanked the license of one brokerage, L.J. Forget, citing Kott as the secret mastermind. Dutch authorities came to the same conclusion about First Commerce. Kott-related bucket shops have also been shut down in Britain and Luxembourg. In the U.S., by contrast, by calling himself a consultant, Kott has an ongoing license to work his stock-market alchemy.