SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. LITIGATION RELEASE NO. 15006 / August 7, 1996 SECURITIES AND EXCHANGE COMMISSION v. AMERICOMM PROPERTIES, INC., et al., Civ. Act. No. 96-CV-01848 (D.D.C., filed August 7, 1996) The Securities and Exchange Commission ("Commission") today filed a civil injunctive action in the United States District Court for the District of Columbia against AmeriComm Properties, Inc. ("AmeriComm"), Texas Communications, Inc. ("Texcomm"), James Reinhart Coburn ("Coburn"), Morris Wayne Terry ("Terry"), Gerald Schwartz Stein ("Stein") and Paul Jay Shiffman ("Shiffman"). The Commission's complaint alleges that between approximately July 1993 and August 1994, the defendants engaged in the fraudulent interstate offer and sale of unregistered securities in the Golden Triangle Wireless Television Partnership, a California general partnership (the "Golden Triangle Partnership"). The complaint also alleges that the fraudulent offering raised $8 million and that the unregistered securities were sold to 550 investors in more than 35 states. The complaint alleges that the Golden Triangle Partnership was formed for the purpose of becoming a joint venture partner in an entity that would own and operate a wireless television system in the area of Texas known as the Golden Triangle, consisting of the cities of Beaumont, Port Arthur and Orange. The complaint alleges that the defendants sold the units using telephone solicitations and the mailing of materially false and misleading written offering materials. For example, the complaint alleges that the offering materials distributed to investors contained a chart showing that investors could expect a $10,000 investment to yield a 100% return over a three-year period, even though there was no credible basis for such projections. The complaint also alleges that the offering materials told investors that $5.8 million of the total offering proceeds would be used to purchase licenses from defendant AmeriComm when, in fact, a substantial portion of the $5.8 million was used to pay sales commissions, operating expenses and the defendants' salaries. The Commission's complaint seeks permanent injunctions against each of the defendants for violations of Section 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder; against AmeriComm, Coburn, Terry, Stein and Shiffman for violations of Sections 5(a) and 5(c) of the Securities Act; and against AmeriComm for violations of Section 15(a) of the Exchange Act. The Commission's complaint also seeks disgorgement, prejudgment interest and civil penalties with respect to each of the defendants. ==========================================START OF PAGE 2====== Simultaneously with the filing of the Commission's complaint, AmeriComm, Texcomm, Coburn, Terry and Stein have consented, without admitting or denying the allegations of the complaint, to the entry of a final judgment permanently enjoining each of them from violating the above-described provisions of the federal securities laws. The final judgment will require Coburn and Terry to pay the sum of $20,000, representing partial disgorgement of their gains from the conduct alleged in the complaint. The Commission waived part of the disgorgement and did not seek civil penalties with respect to Coburn and Terry based on their demonstrated financial inability to pay. Similarly, the Commission waived disgorgement and/or did not seek civil penalties against AmeriComm, Texcomm and Stein based on their demonstrated financial inability to pay. The Commission is proceeding with its litigation against Shiffman.