the members of this group owned substantially in excess of 10% of the outstanding common stock of Bath Industries. Beginning March 31, 1969, Madison Fund and MAD International substantially increased their holdings of Bath preferred and common stock; however, these entities never filed the report required under the recent takeover amendments to the Exchange Act-a socalled Schedule 13D reflecting these purchases. In addition, Hambros Bank and various of its representatives, including other foreign banks, increased their holdings significantly. The plaintiffs, who are officers and directors of Bath Industries, filed a complaint alleging that the defendants failed to file a Schedule 13D with the Commission and that the attempt to obtain control of the Board was, therefore, illegal. The Court held that the defendants (including Hambro American Bank, Hambros Bank, Ltd., MAD International and Banque de Paris) constituted a "group" which acted together for the purpose of acquiring or holding the securities of Bath, as such group is defined by Section 13 (d) (3) of the Exchange Act, and which beneficially owned, directly or indirectly, more than 10% of Bath common stock. The Court concluded that members of the group agreed to pool their voting interests in Bath and to act in secrecy to carry out their plans. Since a Schedule 13D filing was not made, the Court enjoined this attempt to take over Bath's Board of Directors. FUNDS HOLDING COMBINED HOLDINGS FOF PROP FUNDS LTD, IIT FUND, FONDITALIA, TOS VENTURE FUND OF CANADA, IOS INTERNATIONAL VENTURES FUND, REGENTS FUND COMBINEC HOLDINGS FOF PROP FUNDS LTD, IIT FUND, FONDITALIA, IOS VENTURE FUND OF CANADA, IOS INTERNATIONAL VENTURES FUND, REGENTS FUND |