==========================================START OF PAGE 1====== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. Lititgation Release No. 14901 / May 6, 1996 Accounting and Auditing Enforcement Release No. 779 / May 6, 1996 United States v. Sung and Feher, 95 Crim. 92 (May 11, 1995) United States District Court for the Middle District of Florida The United States Securities and Exchange Commission announced today that as a result of a Commission investigation, on May 3, 1995, ARTHUR S. FEHER, JR.( Feher ), the former chairman and chief executive of Members Services Corporation, a public company located in Winter Park, Florida, was convicted after a ten-day, jury trial before United States District Judge Patricia Fawcett. The case was prosecuted with the assistance of the Commission by the United States Attorney s Office for the Middle District of Florida. FEHER, age 47, of Winter Park, Florida, was found guilty of twenty-seven counts of securities fraud,illegal sale of 1,411,000 shares of unregistered common stock, mail fraud, wire fraud, money laundering and obstruction of a Commission investigation. FEHER faces a maximum term of incarceration of 265 years and a maximum fine of $4,629,000. Sentencing is scheduled for August 26, 1996. FEHER was convicted under an indictment which alleged that between January 1992 and May 1993, FEHER engaged in a scheme to defraud public investors in Members common stock. Between January and March 1992, FEHER caused Members to issue 1,411,000 shares of unregistered common stock, purportedly pursuant to Regulation S of the Securities Act of 1933, in the names of a 95-year-old woman who lived with FEHER and his wife and seven Bahamian companies that FEHER had secretly established. FEHER and his accomplices then sold the stock into the Unites States market for approximately $5,500,000. In order to obtain a higher price when selling the unregistered common stock, FEHER manipulated the price of Members common stock by substantially overstating Members' assets in Members' annual and quarterly reports filed with the Securities and Exchange Commission and issuing false and misleading press releases concerning Members business operations. Between March 24, 1992 and June 3, 1992, FEHER manipulated the price of Members common stock from approximately $4.00 per share to approximately $12.00 per share, and thereafter maintained an artificially-high price for Members common stock. This is the first criminal prosecution involving a scheme to avoid the registration requirements of the Securities Act of 1933 through the sale of securities purportedly in reliance on the Regulation S exemption from such requirements. Regulation S provides a limited exemption from the federal registration requirements for stock sold to overseas purchasers. Regulation S provides no exemption, however, for transactions designed as a scheme to avoid the registration requirements nor does it cover any sales of securities made in the United States.