UNITED STATES SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 15308 / March 28, 1997 SECURITIES AND EXCHANGE COMMISSION v. CHURCHILL SECURITIES, INC., CHURCHILL MORTGAGE INVESTMENT CORP., and GERALD P. HIRSCH, 93 Civ. 7486, U.S.D.C., S.D.N.Y. (CBM) The Securities and Exchange Commission ("Commission") announced that, on March 25, 1997, the Honorable Thomas P. Griesa, United States District Court Judge for the Southern District of New York, entered a stipulation and order on consent finding defendants Gerald P. Hirsch ("Hirsch") and Churchill Mortgage Investment Corp. ("CMIC") in contempt of the Court's Final Judgment Of Permanent Injunction And Other Relief By Consent Against Gerald P. Hirsch, and Final Judgment Of Permanent Injunction And Other Relief By Consent Against Churchill Mortgage Investment Corp., both of which were entered by the Court on April 16, 1996 ("The Court's Orders of Permanent Injunction"). The stipulation and order also appointed Howard H. Heiss, Esq., as receiver over all assets and entities owned or controlled by Hirsch, enjoined the destruction of documents, and ordered an assets freeze, an accounting, and expedited discovery. The Complaint, which was filed on November 1, 1993, alleged that from June 1987 to approximately November 1993, Hirsch and CMIC, as well as Churchill Securities, Inc. ("CSI"), participated in the distribution of unregistered securities, in the form of fractional interests in mortgages as evidenced by notes ("Mortgage Participation Notes") by offering and selling at least 1,030 such Mortgage Participation Notes to at least 520 investors in numerous states through a public distribution, raising approximately $15 million. The Complaint further alleged that in connection with the offers and sales of these unregistered securities, Hirsch, CMIC and CSI misrepresented material facts to investors. The Court's Orders of Permanent Injunction enjoined Hirsch, CMIC and CSI from further violating Sections 5(a) and 5(c) of the Securities Act of 1933 ("Securities Act"), 15 U.S.C.  77e(a) and (c), Section 17(a) of the Securities Act, 15 U.S.C.  77q(a), and Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act"), and Rule 10b-5 thereunder. The stipulation and order entered by the Court found that, in contempt of the Court's Orders of Permanent Injunction, from on or about April 1996 through at least January 1997, Hirsch and CSI continued to offer and sell unregistered securities to investors in the form of new Mortgage Participation notes, continued to renew existing investments when the terms of the original notes expired, offered and sold other unregistered securities issued by a Hirsch-controlled entity known as CD Investment Groups ("CD Investment Groups Instruments"), and made material misrepresentations and omitted to disclose material facts to investors in connection with the offer and sale of the Mortgage Participation Notes and the CD Investment Groups Instruments by ==========================================START OF PAGE 2====== failing to disclose to investors the existence and terms of the Court's Orders of Permanent Injunction.