==========================================START OF PAGE 1====== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 15149 \ November 5, 1996 SEC v. Mark S. Shaner and Shaner & Co., Inc., S.D. IA, No. 4-96-CV-70767, filed October 21, 1996. The Commission announced that on October 21, 1996, it filed an action in the United States District Court for the Southern District of Iowa against Shaner & Company, Inc., a registered broker-dealer, and Mark Shaner, its President. The Complaint charges Shaner with violations of Section 17(a) of the Securities Act of 1933 (Securities Act), Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 promulgated thereunder, and with aiding and abetting violations of Section 15(c) of the Exchange Act and Rule 15c1-2 promulgated thereunder. The Complaint also charges Shaner & Co. with violations of Section 17(a) of the Securities Act, Sections 10(b) and 15(c) of the Exchange Act and Rules 10b-5 and 15c1-2 thereunder. The Complaint seeks an order of permanent injunction against them, disgorgement including prejudgment interest and civil penalties. Specifically, the Complaint alleges that from at least December 1994 to October 1995, Shaner and Shaner & Co. raised at least $2.65 million in the offer and sale of limited partnership units in the Shaner Fund, L.P. (the Fund), and in connection therewith, Shaner, through Shaner & Co., misrepresented and omitted to state material facts to investors, concerning the intended use of investor proceeds and the risks of investing. In particular, Shaner and Shaner & Co. informed investors that their funds would be used to trade in commodity futures contracts, specifying that a portion of their funds would be committed as margin for trading and the remaining funds would be segregated and held by a clearing agent for the Fund and be invested in 90 day Treasury Bills. In reality, Shaner caused $675,000 of partnership funds to be placed in a certificate of deposit (CD) at his personal bank and pledged that CD to obtain additional financing for the construction of his personal residence. Subsequently, Shaner misappropriated approximately $622,000 of partnership funds in the CD to pay his personal and business expenses, including paying off the construction loan for his residence. Simultaneous with filing the Complaint, Shaner and Shaner & Co. consented, without admitting or denying the allegations in the Complaint, to the entry of an order of permanent injunction against them, disgorgement of ill-gotten gains in the amount of $621,804 plus prejudgment interest of $34,581 and an order which does not impose civil penalties based on their financial inability to pay. On October 28, 1996, the Honorable Harold ==========================================START OF PAGE 2====== Vietor of the United States District Court for the Southern District of Iowa permanently enjoined Shaner and Shaner & Co. from future violations, and aiding and abetting violations of the above-mentioned antifraud - 2 - provisions. In addition, the Court ordered disgorgement of $621,804 and prejudgment interest of $34,581. The Court did not impose civil penalties based on the defendants collective inability to pay a civil penalty.