SECURITIES AND EXCHANGE COMMISSION Washington, D.C. Litigation Release No. 15465 / August 28, 1997 Accounting and Auditing Enforcement Release No. 947 / August 28, 1997 SECURITIES AND EXCHANGE COMMISSION v. IRVING M. MANGEL, SAMUEL J. MANGEL, THOMAS J. CIOCCO AND EDWARD W. MASKALY, Civil Action No. 97-1977 (D.D.C.)(JHG) The Securities and Exchange Commission ("Commission") today announced the filing of a civil injunctive action in the United States District Court for the District of Columbia against Irving M. Mangel ("Irv Mangel"), Samuel J. Mangel ("Sam Mangel"), Thomas J. Ciocco ("Ciocco") and Edward W. Maskaly ("Maskaly"), all of whom were former executives of Jasmine, Ltd., a Delaware corporation headquartered in Pennsauken, N.J. The Commission's complaint alleges that the defendants engaged in a fraudulent scheme to falsify and inflate Jasmine's financial statements, which were included in a registration statement for Jasmine's $10.5 million initial public offering ("IPO") in December 1993 and in three subsequent quarterly reports filed with the Commission. According to the complaint, Jasmine's materially false and misleading financial statements and disclosures enabled Jasmine to portray itself as a financially robust entity when, in fact, the company was insolvent. Jasmine currently is in liquidation proceedings pursuant to Chapter 7 of the Bankruptcy Code. The complaint alleges that the fraudulent scheme at Jasmine was carried out under the direction of Irv Mangel, Jasmine's former chief executive officer and chairman of the board. Sam Mangel, Jasmine's former vice president, a director and Irv Mangel's son, was responsible for implementing and organizing the fraudulent scheme, and Ciocco, Jasmine's former controller, participated in booking and recording false entries in Jasmine's books and records. Maskaly, Jasmine's former chief financial officer and a director, signed Jasmine's registration statement for its IPO and a quarterly report on Form 10-Q even though he knew or was reckless in not knowing that a material liability was excluded from the financial statements included in these filings. In order to effectuate the fraudulent scheme, the complaint alleges that the defendants, variously, excluded $11.3 million and $13.3 million in accounts payable from Jasmine's books and records for fiscal years ended September 30, 1992 and 1993, respectively; recorded $553,000 in phony sales for fiscal year 1993; improperly recorded a $1,160,000 gain on a purported sale of an investment for fiscal year 1993; and failed to record $502,000 in commission expense for fiscal year 1993. The fraudulent scheme caused Jasmine to report a $1.3 million net worth for fiscal year 1993 when, in fact, the company should have reported a $13.3 million deficit and to report a $1.6 million pre-tax profit, when, in fact, the company should have reported a $600,000 pre-tax loss. The complaint further alleges that Sam Mangel directed Jasmine's independent buying agent in Hong Kong to submit a false audit confirmation to Jasmine's independent auditors which failed to disclose Jasmine's total debt to the buying agent. The complaint further alleges that Sam Mangel solicited a false audit confirmation from a Jasmine customer located in New Jersey. According to the complaint, Irv Mangel and Maskaly provided a general representation letter to Jasmine's independent auditors which contained numerous false representations. The complaint also alleges that Ciocco avoided losses by selling Jasmine stock while in possession of material nonpublic information concerning Jasmine's true financial condition. The Commission's complaint seeks permanent injunctions against Irv and Sam Mangel for violations of Section 17(a) of the Securities Act of 1933 ("Securities Act"), Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 ("Exchange Act), and Rules 10b-5, 13b2-1 and 13b2-2 thereunder; against Ciocco for violations of Sections 10(b) and 13(b)(5) of the Exchange Act and Exchange Act Rules 10b-5 and 13b2-1; and against Maskaly for violations of Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Exchange Act Rules 10b-5 and 13b2-2. Simultaneously with the filing of the Commission's complaint, all of the defendants have consented, without admitting or denying the allegations of the complaint, to the entry of a permanent injunction that enjoins them from violating the respective provisions of the federal securities laws that each is alleged to have violated. In addition, Irv Mangel has consented to the entry of a judgment that permanently bars him from serving as an officer or a director of any public company and orders him to pay a $100,000 civil penalty. Sam Mangel has consented to the entry of a judgment that bars him from serving as an officer and director of any public company for a period of ten years and orders him to pay an $80,000 civil penalty. Maskaly has consented to pay a civil penalty of $50,000. Ciocco has consented to the entry of a judgment which orders him to pay the sum of $7,293.00, representing the disgorgement of $3,155.00 of losses he avoided from his sale of Jasmine stock, prejudgment interest of $983.00 and a civil monetary penalty of $3,155.00. The Commission determined not to seek additional civil monetary penalties against Ciocco in light of his demonstrated inability to pay. The Commission also announced that it instituted related administrative proceedings pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act against Ngai King Tak ("Ngai"), Evelyn A. Wong ("Wong"), both residents of Hong Kong, and Haroutioun K. Aydjian for submitting false audit confirmations to Jasmine's independent auditors in connection with Jasmine's fiscal year end 1993 audit. Without admitting or denying the Commission's findings, Ngai, Wong and Aydjian consented to ======END OF PAGE 2====== cease and desist from committing or causing any violation and any future violation of Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Exchange Act Rules 10b-5, 13b2-1 and 13b2-2. See, In the Matter of Ngai King Tak, Evelyn A. Wong and Haroutioun K. Aydjian, Admin. Proc. File No. 3-9379; Securities Act Rel. No. 7443; Securities Exchange Act Rel. No. 38988; Accounting and Auditing Enforcement Rel. No. 946. ======END OF PAGE 3======