UNITED STATES OF AMERICA
| ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS, MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934|
The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") against Kenneth P. Kasarjian ("Respondent").
In anticipation of the institution of this proceeding, the Respondent has submitted an Offer of Settlement ("Offer"), which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceeding brought by or on behalf of the Commission or in which the Commission is a party, and without admitting or denying the findings contained herein, except as to the Commission's jurisdiction over the Respondent and over the subject matter of these proceedings, and the findings contained in Section III.11 below, which are admitted, the Respondent consents to the issuance of this Order Instituting Public Administrative Proceedings, Making Findings and Imposing Remedial Sanctions Pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Order"), as set forth below.
On the basis of this Order and the Respondent's Offer, the Commission finds that:
1. Kasarjian, born October 2, 1944, was a senior vice president of The Bennett Funding Group, Inc. ("BFG") from 1990 through May 1995. From an office in Mahwah, New Jersey, he managed sales of BFG financial products through a network of broker-dealers. From at least 1991 through at least 1995, Kasarjian was a registered representative of Jameson DeWitt & Associates, Inc., a registered broker-dealer located in Syracuse, New York that was a wholly-owned subsidiary of BFG until at least 1994.
2. The Kenton Group, Inc. ("Kenton") is a New Jersey corporation wholly-owned by Kasarjian since January 1993. It is the corporate entity through which Kasarjian managed sales of BFG financial products. From late 1995 through 1996, Kenton created and managed investment funds designed to invest in BFG financial products. Kenton also participated in the falsification of BFG's financial statements.
3. Patrick Bennett ("Bennett"), 48, was BFG's chief financial officer from 1984 through March 29, 1996. He ran BFG's Finance Department and directed BFG's issuance of securities for sale to the public. Bennett was convicted on July 5, 2000, after a jury trial, of criminal charges, including securities fraud.
4. BFG was incorporated in New York in 1977. Through 1995, BFG principally financed acquisitions of office equipment and resort time-share contracts. BFG is not a reporting company and none of the securities issued by BFG or any of its subsidiaries is registered with the Commission. BFG, and several of its former subsidiaries (including Aloha Capital Corporation f/k/a Bennett Leasing Corporation and The Processing Center, Inc.) are debtors in cases filed under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Northern District of New York.
5. From 1992 through 1995, Kasarjian and Kenton directly or indirectly offered and sold, and participated in the distribution of over $810 million of BFG Lease Assignments and Notes. Kasarjian and Kenton received lists of Lease Assignment and Note inventory from Bennett and coordinated their offer and sale through a network of registered broker-dealers.
6. Many of the BFG Lease Assignments sold by Kasarjian and Kenton related to leases that did not exist. Kasarjian and Kenton also sold tens of millions of dollars of BFG Lease Assignments that already had been assigned to other investors or pledged to financial institutions as collateral for loans. Kasarjian knew, or was reckless in not knowing, that BFG did not have enough equipment lease receivables to support his sales of Lease Assignments.
7. From August 1993 to March 1995, Kasarjian and Kenton distributed to registered broker-dealers private placement memoranda for Notes issued by two wholly-owned subsidiaries of BFG for distribution to prospective investors. BFG offered up to $155 million of these Notes.
8. The private placement memoranda for the BFG Note offerings contained BFG's 1992 audited financial statements, which were materially false and misleading. BFG avoided reporting a loss in 1992 by improperly recognizing income from sham, year-end transactions, and by lying to its auditors. Kasarjian and Kenton aided BFG in the sham transactions by creating false documents to be produced to BFG's auditors that evidenced Kenton's purchase of $21.6 million of leases from BFG, when in fact Kenton did not acquire such leases. Furthermore, BFG avoided taking a reserve against an unpaid $10.8 million debt owed to it by channeling $15 million through Kenton and paying the loan off to itself.
9. From approximately October 1995 through March 1996, Kasarjian and Kenton offered and sold approximately $27 million of membership interests in four Delaware limited liability companies that Kasarjian and Kenton created (the "Kenton Funds"). Kasarjian and Kenton falsely stated to prospective investors that the Kenton Funds would invest primarily in debt instruments to be acquired from, and serviced by, BFG or its affiliates.
10. The Kenton Funds never acquired any such instruments from BFG or anyone else. Kasarjian and Kenton received proceeds from investors purchasing membership interests in the Kenton Funds and advanced those proceeds to BFG or to one of its affiliates. Neither BFG nor anyone else transferred any property to the Kenton Funds in return.
11. On May 7, 2003, a final judgment was entered by consent against Kasarjian and Kenton, permanently enjoining them from future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 ("Securities Act"), Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, in the civil action entitled SEC v. Kenneth P. Kasarjian and the Kenton Group, Inc. f/k/a Kenton Portfolio Management, Inc., Civil Action Number 97 Civ. 2516, in the United States District Court for the Southern District of New York.
12. By reason of the foregoing, the Respondent willfully violated and was enjoined from violating Sections 5(a), 5(c) and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5.
In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in the Respondent's Offer.
ACCORDINGLY, IT IS ORDERED that Kasarjian be, and hereby is, barred from association with any broker or dealer.
For the Commission, by its Secretary, pursuant to delegated authority.
Jonathan G. Katz
|Home | Previous Page||