-------------------- BEGINNING OF PAGE #1 ------------------- SECURITIES AND EXCHANGE COMMISSION LITIGATION RELEASE NO. 14742 / November 30, 1995 SECURITIES AND EXCHANGE COMMISSION v. ROBERT D. GERSH, BOSTON MUNICIPAL SECURITIES, INC. AND DEVONSHIRE ESCROW AND TRANSFER CORP., Defendants, and MA'AYAN BOOK COMPANY, INC., CHARLES RIVER LANDING, LTD., CRL GROUP, INC., CULINARY CLASSICS OF CHESTNUT HILL, INC., CULINARY CLASSICS OF BURLINGTON, INC., THE KITCHEN SHELF, INC., AND THE COMPU-BILL CO., INC., Relief Defendants, Civil Action No. 95-12580(RCL)(D. Massachusetts, filed November 29, 1995) The Securities and Exchange Commission announced the filing of a complaint in the United States District Court for the District of Massachusetts, seeking a temporary restraining order, preliminary and permanent injunctions, disgorgement, civil monetary penalties and an asset freeze and other equitable relief against Defendants Robert D. Gersh ("Gersh"), of Burlington, Massachusetts, Boston Municipal Securities ("BMS"), and Devonshire Escrow and Transfer Corp. ("Devonshire") and Relief Defendants Ma'Ayan Book Company, Charles River Landing, Ltd., CRL Group, Inc., Culinary Classics of Chestnut Hill, Inc., Culinary Classics of Burlington, Inc., The Kitchen Shelf, Inc. and the Compu-Bill Co., Inc. ("Relief Defendants"). The complaint alleges violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and Section 17(a) of the Securities Act of 1933. On November 30, 1995, the Honorable Reginald C. Lindsay granted the Commission's request for an ex parte Temporary Restraining Order, and an order freezing assets of the Defendants and Relief Defendants, requiring an accounting of these assets and granting other relief. A Hearing on the Commission's application for a Preliminary Injunction has been set for December 12, 1995. The complaint alleges that from early 1990 to the present, Defendant Gersh and two of his wholly-owned corporate entities, Defendants BMS and Devonshire, offered and sold securities in the form of Certificates of Participation ("COPs") in 34 securities offerings which raised approximately $14 million from investors in at least six states. In connection with the offer and sale of these securities, the complaint alleges that the Defendants have engaged in continuing fraudulent acts which include the misappropriation of over $7 million in investor funds. The complaint alleges that, to induce public investors to invest in these COPs, the Defendants marketed the offerings as tax-exempt municipal securities, collateralized by equipment leases entered into by state and local governments. The Defendants made multiple false statements and omissions of material fact. These included falsely promising that investments were fully-secured by state and municipal obligations, that Gersh would merely pass-through the collateral payments to investors and that a trustee would protect the interests of investors. In fact, however, Gersh only used a portion of the proceeds to invest in state and local government leases. Gersh commingled the proceeds of the investments and misappropriated the monies to invest in a variety of personal business ventures. The complaint further alleges that Gersh's failure to use investor proceeds as represented deprived investors of information material to an assessment of the tax-exempt status of the COPs. -------------------- BEGINNING OF PAGE #2 ------------------- The complaint further alleges that Gersh falsely represented that a portion of investor monies would be set aside in a debt service reserve account, failed to disclose that he exercised control over the trustee, and falsely represented that the COPs were issued pursuant to the authority of state or local government agencies. On July 1 and September 1, 1995, Gersh defaulted on two COPs issues, the State of Washington Series 1990A ($3,020,000) and the State of Wisconsin Series 1990A ($380,000), respectively, and those funds have not been repaid to investors. According to the complaint, additional COPs defaults are imminent. Approximately $2,220,000 of the COPs securities, consisting of the State of Florida Series 1990A ($1,250,000), the State of Wisconsin Series 1990B ($270,000) and the City of Providence, Rhode Island Series 1990B ($700,000), mature on December 1, 1995. Three other Gersh COPs issues, consisting of the Westchester County, NY 1981 G Lane ($415,000), Livingston County, NY ($400,000) and Onondaga County, NY ($805,000), mature on December 31, 1995, January 31, 1996 and December 15, 1996, respectively. Gersh-controlled bank accounts currently contain only $319,000 and nearly all of the leases securing the outstanding COPs have been prepaid. Gersh has no other apparent source of funds available to repay COPs investors. Accordingly, the complaint alleges that expedited action is necessary to preserve remaining assets and assure an equitable distribution of any remaining funds to all investors.