SECURITIES AND EXCHANGE COMMISSION Washington, D.C. LITIGATION RELEASE NO. 14835 / March 5, 1996 SECURITIES AND EXCHANGE COMMISSION v. TRANS-AMERICAN OSTRICH TRADERS, INC., LARRY R. EARP, and DAVID P. SILVER, Civil Action No. 96-1559 RMT (MCx)(C.D.Cal. March 5, 1996). The Securities and Exchange Commission ("Commission") announced the filing today of a Complaint in the United States District Court for the Central District of California seeking permanent injunctions, disgorgement, prejudgment interest thereon, and civil money penalties against Trans-American Ostrich Traders, Inc. ("Trans-American"), Larry R. Earp ("Earp"), and David P. Silver ("Silver") for violations of the federal securities laws in connection with the offer and sale to the public of securities in a series of partnerships purportedly organized for the purpose of acquiring, raising, and breeding ostriches ("Ostrich Partnerships"). Securities in 17 such Ostrich Partnerships were offered and sold. The Commission alleges that the 17 partnership offerings constituted a single public offering. The Commission also is seeking an order barring Earp and Silver from acting as officers or directors of any public company. Trans-American is located in Thousand Palms, California. Earp and Silver are California residents. Specifically, in its Complaint, the Commission alleges that the defendants violated Sections 5(a) and 5(c) of the Securities Act of 1933 ("Securities Act") by offering and selling to the public unregistered securities in the Ostrich Partnerships. The Complaint also alleges that the defendants each violated Section 17(a) of the Securities Act and Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder, by making untrue statements of material facts and by omitting to state material facts in connection with the offer and sale of the Ostrich Partnership securities. In addition, the Complaint alleges that defendants Earp and Silver violated Section 15(a) of the Exchange Act by acting as brokers in connection with the sale of the Ostrich Partnership securities without being registered with the Commission as brokers. The Commission alleges in its Complaint that, beginning in November 1993 and continuing into December 1994, the defendants offered and sold to the public investments designated as partnership units ("units") in the 17 Ostrich Partnerships. The units, which were priced by Trans-American at between $7,500 and $20,000 each, were not registered as securities with the Commission. Defendants raised at least $7.45 million through the sale the of Ostrich Partnership units to approximately 350 investors in at least 40 states. According to the Complaint, the defendants, directly or indirectly, solicited prospective investors to purchase the ==========================================START OF PAGE 2====== - ^N - Ostrich Partnership securities. The Commission further alleges that these solicitations were carried out through telephone calls and mailings to prospective investors located throughout the United States. Up to 50% of the proceeds from investments in the Ostrich Partnership units were spent on sales and marketing related expenses. The Commission also alleges that the defendants made material misrepresentations and omissions in the offer and sale of at least some of the Ostrich Partnership securities. For example, a promotional brochure sent to potential investors in some of the Ostrich Partnerships falsely depicts total returns on investments in the Ostrich Partnerships, rising from as high as 45% in two years, 1,147% in five years, 5,003% in eight years, and up to 9,355% in ten years. The Commission alleges that there is no reasonable basis for claiming that an investment in the Ostrich Partnerships would produce such returns. The Complaint also alleges that the defendants made misleading statements concerning the amount of the investors' money that would be used to purchase ostriches and for working capital. For example, investors were not informed that Silver, with Earp's knowledge, demanded and received kickbacks from a third party supplier in connection with the business of Trans-American and certain of the Ostrich Partnerships. The Commission acknowledges the assistance of the California Department of Corporations in this matter.