==========================================START OF PAGE 1====== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 15130 / October 21, 1996 Securities and Exchange Commission v. James G. Freeman, et al., (United States District Court for the Northern District of California, Civil Action No. C-96-2316-WHO). The Securities and Exchange Commission announced that on October 9, 1996, William H. Orrick of the United States District Court for the Northern District of California entered an Order of Permanent Injunction (Order) against James G. Freeman and 19 related companies enjoining them from further violations of Sections 5(a), 5(c), 17(a)(1), 17(a)(2) and 17(a)(3) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and ordering an accounting, disgorgement and civil penalties against them. The Court will set the specific amount of disgorgement and civil penalties in a subsequent hearing. Freeman and the 19 related companies consented, without admitting or denying the allegations in the Commission's complaint, to the entry of the Order. The Complaint, filed on June 25, 1996, alleged, among other things, that during the period from approximately April 1994 through April 1995, Freeman operated a nation-wide "Ponzi" scheme involving nearly 500 investors and raising over $26 million in proceeds. As a part of this scheme, Freeman misappropriated approximately $4.45 million from investors. During the one-year period, Freeman and the companies offered and sold promissory notes ("Freeman notes"). The investor funds raised through the sale of the Freeman notes allegedly were to be invested in various European ventures. The Freeman notes were renewable every 9 months and guaranteed a 12% annual return. In addition, investors were promised a "longevity bonus" equal to 8% interest on all funds maintained in the alleged investment for each year the Freeman note was renewed. In reality, however, Freeman was operating nothing more than a Ponzi Scheme. Freeman deposited all investor funds into bank accounts under his control and used the proceeds to make purported interest payments, pay exorbitant commissions, satisfy unrelated business and personal expenses and meet obligations to prior investors. Accordingly, in connection with the offer, purchase and sale of securities, Freeman and the companies he controlled made misrepresentations and omissions of material fact concerning the nature of the investments, the legitimacy of the investments, the use of investor proceeds, the returns to be generated, the commissions to be paid, and the risks involved.