==========================================START OF PAGE 1====== U.S. SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 15255 / February 13, 1997 SECURITIES AND EXCHANGE COMMISSION v. JOHN T. HALL, JOEL CINIERO AND MARK KECKEISEN, 97 Civ. 0985 (WK) S.D.N.Y. The former head of a joint venture once heralded as a source of recovery for the victims of the Towers Financial Corporation was charged today with defrauding the same victims. John T. Hall was the chairman and general partner of Qualis Care, L.P., a joint venture in the healthcare receivables business to which Towers contributed over $37 million in cash and other assets. According to the Commission, Hall and an associate, Joel Ciniero, engaged in a complex scheme to obtain Towers assets, by assuming control of and looting Qualis, while transferring to Qualis securities at an inflated price and documenting phony investments. The Commission's complaint alleges that Hall's fraud was aided and abetted by the third defendant, Mark Keckeisen. All three defendants have pleaded guilty to criminal charges arising from the Qualis fraud, and are awaiting sentencing. The Commission's complaint describes a complex securities fraud that began soon after Towers filed for bankruptcy in March 1993. Hall was the successful bidder in a court-ordered bankruptcy auction in January 1994 for Towers' remaining business. Hall committed to contribute an additional $5 million and valuable software to Qualis, which was to continue in the healthcare-receivables finance business and generate income to Towers' creditors, who became Qualis's limited partners. Instead, Hall and Ciniero deprived Qualis of $10 million on the same day that the transaction closed, March 18, 1994, by causing Qualis to pay $10 million to an individual who had made a one-day $5 million loan to Hall and (as a quid pro quo for the loan) to purchase for Qualis certain securities for $5 million, although they were worth substantially less. Having accomplished this overnight looting, Hall continued to loot Qualis, transferring at least $6 million of Qualis's funds to a nominee's bank account, beyond Qualis's control. As part of the scheme to defraud prospective limited partners of Qualis, Hall produced a false and misleading stock certificate, which was deposited in a Qualis brokerage account. With Keckeisen's assistance, Hall also created a phony investment agreement, and bogus securities account statements, which were delivered to Qualis. Whereas Qualis was funded with $27 million in cash, and accounts receivable worth at least $13 million, for a total of $40 million (plus the value of TIRC), Qualis had total assets of approximately $14,726,154 as of March 31, 1996, according to Qualis's recent bankruptcy filing, or less than half of Towers' original investment in Qualis. ==========================================START OF PAGE 2====== The Commission charged Hall and Ciniero with violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The complaint seeks an injunction against future violations of these antifraud fraud provisions with respect to Hall and Ciniero, as well as disgorgement of ill-gotten gains, prejudgment interest thereon, civil penalties, and an officer- and-director bar. Defendant Keckeisen was charged with aiding and abetting Hall's violations of Section 10(b) and Rule 10b-5 thereunder; the Commission seeks a permanent injunction against future violations of these provisions by Keckeisen. Without admitting or denying the allegations in the Commission's complaint, Keckeisen has consented to the requested injunctive relief.