U.S. Securities and Exchange Commission Litigation Release No. 16109 / April 8, 1999 Securities and Exchange Commission v. CBT-Ohio, Ltd. Andrew P. Bodnar, Thomas E. Buck, Michael P. Keating and Keating Advisory Group (N.D. Ohio Civil Action No. 5:99-CV-822 The Securities and Exchange Commission ("Commission") announced the filing of a Complaint on April 8, 1999, in the United States District Court for the Northern District of Ohio against CBT-Ohio, Ltd. ("CBT-Ohio"), Andrew P. Bodnar ("Bodnar"), Thomas E. Buck ("Buck"), Michael P. Keating ("Keating"), and Keating Advisory Group ("Keating Advisory"). The Complaint alleges that from November 1996 through July 1997, the defendants engaged in a scheme to defraud investors and to misappropriate money through the fraudulent offer and sale of the unregistered securities of CBT Holding Corporation ("CBT Holding") and CBT-Ohio. Bodnar, Buck, acting by and through CBT Holding and CBT-Ohio, organized a salesforce comprised of certain registered representatives, including Keating. Bodnar and Keating, acting by and through Keating Advisory, and the others on the salesforce solicited and induced at least 148 public investors to purchase approximately $6.4 million of promissory notes issued by CBT Holding and CBT-Ohio. Bodnar, Keating and the others on the salesforce falsely portrayed the securities as certificates of deposit yielding a 12 percent annual return and made other misrepresentations intended to lull investors into the false belief that the securities were safe investments. The Complaint alleges that, in reality, Bodnar and Buck misappropriated most, if not all, of the investor funds raised through the sales of the CBT Holding and CBT-Ohio securities. Bodnar and Buck used over $3 million to pay their personal living and business expenses, and transferred another $2 million to individuals promoting dubious investments known as "Prime Bank" instruments. In addition, Bodnar and Buck used most of the remaining investor funds to make principal and interest payments to other investors who had invested in CBT Holding and CBT-Ohio securities at earlier points in time. The Complaint alleges that Keating and the others on the salesforce failed to conduct any independent investigation or due diligence on CBT Holding, CBT-Ohio and/or their securities. Instead, they relied entirely on Bodnar for information who provided little more than the anticipated rate of return. Nevertheless, Keating, in particular, touted the safety of the CBT Holding and CBT-Ohio securities. Acting through Keating Advisory, he told investors, variously, that their funds would be invested in a certificate of deposit issued by a so-called "world bank;" that the rate of return was guaranteed; that the investment was liquid; and that the securities were backed by the "full faith and credit" of the United States. Keating knew, or was reckless in not knowing, that these representations were entirely false. The Complaint alleges that CBT-Ohio, Bodnar, Buck, Keating and Keating Advisory violated 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. The Complaint further alleges that Bodnar, Keating and Keating Advisory violated Section 15(a) of the Exchange Act. The Complaint seeks permanent injunctive relief, disgorgement of all profits, together with prejudgment interest thereon and the imposition of civil penalties.