SECURITIES AND EXCHANGE COMMISSION Washington, D.C. Litigation Release No. 15865 / September 1, 1998 Securities and Exchange Commission v. Douglas G. McCaskey, et al., 98-Civ-6153 (S.D.N.Y.) (September 1, 1998) SEC FILES SUIT IN $5 MILLION MICROCAP FRAUD: THREE REGISTERED REPRESENTATIVES, TWO OFFICERS AND DIRECTORS, AND ONE UNDISCLOSED PRINCIPAL NAMED IN 1994 MANIPULATION OF MARCORP, INC. The Commission announced that it filed a complaint in the U.S. District Court for the Southern District of New York alleging that Douglas G. McCaskey, Neal E. Fitzpatrick, Hope D. Trowbridge, and Robert A. Schatz manipulated the securities of Marcorp, Inc. from May through December 1994. The complaint further alleges that two former registered representatives, John von der Lieth III and Daniel F. Dugan, violated the antifraud provisions of the federal securities laws in connection with sales of Marcorp stock to their customers in 1994. The Commission's complaint also alleges that Marcorp made materially false and misleading statements and omissions in its periodic filings with the Commission in 1993 and 1994. At the time of the manipulation, according to the complaint, Marcorp held the licensing rights to a low-voltage electron beam technology. At its peak, Marcorp had a market capitalization of over $12 million, and its stock was listed for trading on the OTC Bulletin Board. According to the complaint, Douglas McCaskey, an undisclosed principal of Marcorp, artificially increased Marcorp's share price and volume by purchasing and selling millions of shares of Marcorp stock among 20 accounts at 14 brokerage firms in the U.S. and Canada, obtaining proceeds in excess of $5.2 million. The complaint alleges that two of Marcorp's officers and directors, Neal Fitzpatrick and Hope Trowbridge, caused Marcorp to make false Commission filings, concealed McCaskey's control of Marcorp, opened nominee trading accounts for McCaskey, and surreptitiously transferred Marcorp shares to McCaskey for use in the manipulation. The complaint further alleges that McCaskey, Fitzpatrick, and Trowbridge obtained aggregate illegal profits in excess of $1 million by selling restricted and unregistered shares before and during the manipulation. According to the complaint, former registered representative Robert Schatz knowingly participated in the manipulation by selling McCaskey's shares while McCaskey simultaneously purchased the same number of shares through accounts at other brokerage firms. The complaint also alleges that Daniel Dugan and John von der Lieth recommended Marcorp stock to their retail clients without adequate basis for making the recommendations. Further, the complaint alleges that Dugan accepted $10,000 in undisclosed compensation for recommending the stock to his clients, and that Von der Lieth sold Marcorp stock to his clients despite knowing or recklessly disregarding that the market for Marcorp stock was being manipulated. Without admitting or denying the substantive allegations in the complaint, Dugan and Von der Lieth have consented to the entry of orders permanently enjoining them from violating Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act, and Rule 10b-5, ordering Dugan to disgorge $10,000 plus prejudgment interest and Von der Lieth to disgorge $5,000 plus prejudgment interest, and waiving the payment of disgorgement based on their demonstrated inability to pay. In addition, without admitting or denying the Commission's findings, Dugan and Von der Lieth have agreed to settle a separate administrative proceeding to be instituted against them under Sections 15(b) and 19(h) of the Exchange Act. Dugan and Von der Lieth have consented to the issuance of an order of the Commission barring them from association with any broker, dealer, municipal securities dealer, investment advisor, or investment company, with rights to reapply for association after five years. This enforcement action is part of the Commission's four- pronged approach to minimizing microcap fraud: enforcement, inspections, regulation, and investor education. For more information about the SEC's response to microcap fraud, visit the SEC's Microcap Fraud Information Center at www.sec.gov/news/extra/microcap.