SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
LITIGATION RELEASE NO. 15719 / April 23, 1998
SECURITIES AND EXCHANGE COMMISSION v. MARC A. OSHEROFF,
BARRY GESSER, ROBERT S. MITCHELL, GLEN T. VITTOR, and
SHELDON MASCHLER, Civil Action No. 98-914-Civ-Hoeveler (S.D.
Fla. ).
The Securities and Exchange Commission today filed a
microcap market manipulation case involving the securities
of Alter Sales Co., Inc. ("ASI"), a Florida distributor of
automotive parts and accessories. Named as defendants are
Marc A. Osheroff, 42, former president and CEO of ASI; Barry
Gesser, 35, formerly ASI's public relations agent; Robert S.
Mitchell, 43, a former ASI employee and business partner of
Osheroff; Glen T. Vittor, 36, formerly President of
Sovereign Equity Management Corp., a registered broker-
dealer; and Sheldon Maschler, 53, formerly a broker at
Datek Securities Corp. The Complaint seeks orders
permanently enjoining all the defendants from violations of
Sections 5(a) and 5(c) of the Securities Act of 1933;
permanently enjoining Osheroff, Gesser, Mitchell and Vittor
from violations of Section 17(a) of the Securities Act of
1933 and Section 10(b) of the Securities Exchange Act of
1934 and Rule 10b-5 thereunder, and requiring the defendants
to disgorge their illegal profits, together with prejudgment
interest, and to pay civil penalties. Finally the Complaint
seeks an order barring Osheroff from acting as an officer or
director of a public company.
Specifically, the Complaint alleges:
From April 1993 through January 1994, Osheroff, acting
in concert with some or all of the other defendants,
engaged in a fraudulent scheme to distribute four
million shares of ASI stock -- a 200% increase in
the shares outstanding -- without registration. The
distribution purportedly was effected pursuant to
the Commission's Regulation S. The shares were
issued at discounts ranging from 40% to 85% from the
market price on the day of issuance, and payment was
not made until after the shares were resold in the
United States.
The distribution included three million unregistered
shares that were issued in the name of one Martin
Clainey ("Clainey"), a fictitious foreign investor.
SNIPPETS:
SECURITIES AND EXCHANGE COMMISSION v. MARC A. OSHEROFF,
microcap market manipulation case involving the securities
of Alter Sales Co., Inc., a Florida distributor of
Named as defendants are
Marc A. Osheroff, 42, former president and CEO of ASI;
Gesser, 35, formerly ASI's public relations agent;
Mitchell, 43, a former ASI employee and business partner of
Glen T. Vittor, 36, formerly President of
Sovereign Equity Management Corp., a registered brokerdealer; and Sheldon Maschler, 53,
permanently enjoining all the defendants from violations of
Sections 5and 5of the Securities Act of 1933;
to disgorge their illegal profits,
Finally the Complaint
From April 1993 through January 1994, Osheroff, acting
the shares outstanding -- without registration.
market price on the day of issuance,
not made until after the shares were resold in the
The distribution included three million unregistered
Clainey, a fictitious foreign investor.
Bauman, S.A., a newly-formed Bahamian entity.
in the United States at market prices.
To increase the price of ASI stock while the
He sold ASI shares
through those accounts as part of a scheme to enrich
Maschler was the broker for an account in Clainey's
Securities Dealers Regulation Inc. for the substantial
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