UNITED STATES SECURITIES AND EXCHANGE COMMISSION

             Litigation Release No.  16081 / March 9, 1999

             SEC v. Michael J. Randy, et al., 94-C-5902 (N.D. Ill., filed
             September 27, 1994).

                  The Commission announced today that on March 2, 1999,
             the Honorable Wayne R. Anderson, United States District
             Judge for the Northern District of Illinois, granted summary
             judgment on all counts against David A. Johnston.
             ("Johnston") and permanently enjoined him from violations of
             Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933,
             Sections 10(b) and 15(a)(1) of the Securities Exchange Act
             of 1934 and Rule 10b-5 thereunder.  In granting summary
             judgment, the Court found that from at least September 1990
             to December 1992, Michael J. Randy ("Randy") and his
             nationwide sales network offered and sold over $16 million
             in bogus certificates of deposit ("CDs") to over 500
             investors.  These CDs, which were not registered with the
             Commission, were purportedly issued by Canadian Trade Bank,
             Ltd., in Grenada.  In reality, CTB was not a licensed bank,
             but a corporation controlled by Randy out of his offices in
             Illinois for the purpose of operating this scheme.

                  The Court further found that Johnston and his agents,
             doing business as Edison Worldwide Capital, were part of
             Randy’s nationwide sales network.  From at least February
             until December 1992, Johnston and his agents sold at least
             $1.7 million of these bogus CTB CDs. At no time was Johnston
             or Edison Worldwide registered with the Commission as a
             broker-dealer.  The Court found that, as part of the sales,
             Johnston misrepresented and omitted to state material facts
             concerning the nature, existence, safety and profitability
             of investing in CTB CDs, facts even more critical because
             the scheme was directed at elderly retirees looking for a
             safe investment.

             In finding scienter, the Court applied the standard of care
             for registered representatives articulated in Hanly v. SEC,
             415 F.2d 589, 596 (2d Cir. 1969).  This standard requires a
             broker-dealer to fully investigate the securities he
             recommends.  The Court stated that "this standard should
             apply here because Johnston acted as a broker-dealer by
             recommending and selling certificates of deposit to
             investors.  He should not be held to a lesser standard of
             care because he failed to comply with the registration
             provisions of the federal securities laws."  In addition,
             the Court found that Johnston acted knowingly by
             disregarding warnings and continued to sell the CTB CDs.  As
             relief,  in addition to the injunction, the Court found
             Johnston liable for $25,453.81 in disgorgement and $12,591
             in prejudgment interest and imposed a civil penalty of
             $50,000 against him.