UNITED STATES SECURITIES AND EXCHANGE COMMISSION LITIGATION RELEASE NO. 16089 \ March 17, 1999 SECURITIES AND EXCHANGE COMMISSION v. BENJAMIN FRANKLIN COOK, individually and dba DENNEL FINANCE LIMITED, GERALD LEE PATE, ELLSWORTH WAYNE McLAWS and ALAN CLAGG, et al., 3:99CV0571-X, USDC, ND/TX (Dallas Division) On March 16, 1999, Judge Jerry Buchmeyer, United States District Judge for the Northern District of Texas, granted the Commission's request for a temporary restraining order to halt a fraudulent scheme to offer and sell unregistered "prime bank" securities throughout the United States. In connection with the scheme, approximately $30 million has been raised from more than 100 investors nationwide. The fraudulent trading program was developed by Benjamin Franklin Cook ("Cook") and his company, Dennel Finance Ltd ("Dennel"), and marketed to investors chiefly by Gerald Lee Pate ("Pate"), Ellsworth Wayne McLaws, ("McLaws") and Alan Clagg ("Clagg"), all named as defendants in this matter. According to the Commission's complaint, the defendants targeted religious and charitable groups and persons investing retirement funds. To induce investment in the scheme, the defendants misrepresented the use and safety of investor funds. Defendants represent, for example, that investor funds will be transferred to a London bank, secured by a bank guarantee and used as collateral to trade financial instruments with top 50 European banks. This trading activity, investors are told, will provide them with annual returns of 24 to 60 percent. In reality, the prime bank program marketed to investors does not exist. Dennel has not sent any funds to Europe for use in a trading program and funds have not been secured by any type of guarantee. Rather, defendants have misappropriated investment funds for personal and unauthorized uses, including making Ponzi payments to existing investors with funds provided by new investors. The Court also entered an order freezing the assets of the defendants as well as FPC-1 Limited Partnership, Samuel Limited Partnership, Alliance Investments Corp., Cornerstone Management LLC, International Business Consultants Limited, Highlander Limited Partnership, and C. Kelly Olsen (collectively "relief defendants"), named as defendants solely for relief purposes, and ordered the defendants and relief defendants to account for investor monies and to repatriate any funds not subject to the jurisdiction of the Court. Additionally, the Court ordered the appointment of a receiver to take control of the assets of the defendants and relief defendants for the benefit of investors. The Commission is seeking preliminary and permanent injunctions enjoining Cook, Dennel, Pate, McLaws and Clagg from future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, and Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder, and Pate, McLaws, and Clagg from future violations of Section 15(a)(1) of the Exchange Act. The Commission also seeks disgorgement of funds and benefits the defendants obtained illegally as a result of the violations alleged, and civil penalties, as well as disgorgement from the relief defendants of illegally obtained investors funds they received from the defendants. This matter was jointly investigated by the Commission, the Securities Division of the Arizona Corporation Commission, and the Arizona Attorney General's office. The Commission appreciates their valuable assistance in bringing this case to litigation.