-------------- BEGINNING OF PAGE #1 -------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. September 26, 1995 LITIGATION RELEASE NO. 14651 ACCOUNTING AND AUDITING ENFORCEMENT RELEASE NO. 718 SECURITIES AND EXCHANGE COMMISSION v. EXCAL ENTERPRISES, INC., (ASSIX INTERNATIONAL, INC.), ET AL., Civil Action No. 95-1583- CIV-T-23(B) (SDM) (M.D.Fla.) The Securities and Exchange Commission today filed a financial fraud and insider trading action in the United States District Court for the Middle District of Florida against Excal Enterprises, Inc. (formerly known as Assix International, Inc.); R. Park Newton, III; Fredric S. Schadt; Charles A. Ross; Douglas S. Gardner; George Crook; Richard I. Brewer and J. Theodore Biesanz. The Commission alleges that the senior management of Assix fraudulently misled the investing public into believing that Assix was a financially sound and growing company when, in fact, it was not. In particular, the Commission alleges that, during fiscal 1991 to 1993, Assix concealed its loss of all three of its principal customers, which represented 92% of Assix' revenue in 1991, 95% in 1992 and 90% in 1993, and reported non- existent revenues from one of the lost customers. In fiscal 1994, Assix' senior management materially understated its tax liability, and thereby materially overstated the company's working capital, by recording a grossly understated value for the Jacksonville Center, a large commercial building it received in settlement of a lawsuit by a lost customer. Assix and its senior management, among other things, filed false periodic reports with the Commission; created false books and records; and repeatedly lied to the company's auditors. The scheme was devised and implemented by Newton, Chairman of the Board and former CEO of Assix, with the direct knowledge and active participation of other members of Assix' senior management: Ross, a former outside director; Gardner, the former Secretary and Treasurer; Crook, the former Chief Operating Officer; and Brewer, the former Controller. The Commission also alleges that Newton and Biesanz sold or transferred Assix stock in violation of insider trading prohibitions while they knew about the ongoing fraud, and that Newton personally avoided losses of over $500,000 through his insider trading. In addition, Newton and Schadt also allegedly engaged in a second episode of insider trading when Newton disclosed to Schadt material nonpublic information concerning Assix' settlement negotiations with one of its customers, after which Schadt purchased 63,500 shares of Assix stock, which represented 5.5% of the company's outstanding securities. The Commission seeks permanent injunctions; the disgorgement by defendants Newton, Schadt and Biesanz of illicit profits received and losses avoided as a result of their insider trading; an order prohibiting Newton from serving as an officer or director of any public company; an order requiring Assix to restate its financial statements for fiscal year 1994 based on a new appraisal of the Jacksonville Center; and civil penalties. Defendants Ross, Gardner, Crook and Biesanz consented, without admitting or denying the allegations, to the entry of -------------- BEGINNING OF PAGE #2 -------------- Final Judgments that permanently enjoin them from violating the antifraud provisions of the federal securities laws and order Ross to pay a $50,000 penalty; Gardner to pay a $30,000 penalty; Crook to pay a $25,000 penalty; and Biesanz to pay $22,835 in disgorgement, prejudgment interest, and a penalty pursuant to the Insider Trading Sanctions Act of 1984. The Commission also instituted related administrative proceedings against Terry R. Kuntz, Richard J. Scheer and Richard D. Russell for participating in the fraud at Assix. The Commission's Orders find that: Kuntz and Scheer, officers of an Assix' customer, Western Auto, prepared fictitious documents that were used to falsify Assix' books and records and to lie to Assix' auditors; and Russell, Assix' controller from 1992 until 1995, recklessly signed a false and misleading periodic report filed with the Commission. Without admitting or denying the Commission's findings, Kuntz, Scheer and Russell consented to cease and desist from violating or causing violations of the antifraud, periodic reporting, and recordkeeping provisions of the Exchange Act. See In the Matter of Terry R. Kuntz and Richard J. Scheer, Administrative Proceeding 3-8831, and In the Matter of Richard D. Russell, Administrative Proceeding 3-8830.