SECURITIES AND EXCHANGE COMMISSION Washington, D.C. LITIGATION RELEASE NO. 15490 / September 12, 1997 SECURITIES AND EXCHANGE COMMISSION v. CHARLES O. HUTTOE, ET AL., Civil Action No. 96-02543 (GK)(D.D.C.) UNITED STATES v. THEODORE R. MELCHER, JR., Cr. 97-244-A (AVB) (E.D.Va.) The Securities and Exchange Commission announced that the Honorable Albert V. Bryan, United States District Judge for the Eastern District of Virginia, today sentenced Theodore R. Melcher, Jr. ("Melcher"), who published a daily stock newsletter disseminated over the internet, to a federal prison term of 12 months, followed by 2 years supervised release and a $20,000 fine. Melcher, a resident of Tennessee, was sentenced pursuant to a criminal information charging him with criminal violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder by engaging in a conspiracy to defraud subscribers of the newsletter in connection with the purchase and sale of the stock of Systems of Excellence, Inc. ("SOE"). Melcher pled guilty to the information on June 9, 1997. The plea was filed under seal and remained sealed until today. The criminal case against Melcher was the result of a coordinated investigative effort by the Commission, the U.S. Attorney's Office for the Eastern District of Virginia and the Internal Revenue Service - Criminal Investigation Division from Northern Virginia. The criminal information alleged that, in January 1996, Melcher entered into an agreement with Charles O. Huttoe, former Chairman of the Board and Chief Executive Officer of SOE, pursuant to which Melcher received shares of SOE stock from Huttoe in exchange for favorably commenting upon and recommending the purchase of the SOE stock to the subscribers of SGA Goldstar Research, Inc. ("SGA"), the corporation owned by Melcher which published the newsletters. Thereafter, Melcher received a total of 250,000 shares of SOE stock, the vast majority of which were acquired through Alpha Securities Ltd. ("Alpha"), a Bahamian entity that he controlled, to avoid the payment of personal income tax, and also received an interest in SOE stock that was received from an entity that had a similar arrangement with Huttoe. The information further alleges that SGA promoted SOE stock to its subscribers from January 23, 1996 through about October 8, 1996, but that Melcher failed to disclose in the newsletter that he was compensated for favorably promoting SOE stock, as required by the federal securities laws. According to the information, Melcher caused SGA to issue strong buy recommendations, while at the same time failing to disclose that he was selling his own shares, and failed to verify certain material facts concerning SOE as he indicated had been done in a number of specific publications. The information alleges that Melcher's fraudulent conduct with regard to SOE resulted in trading profits of approximately $515,802. Melcher previously was named as a defendant in a civil injunctive action brought by the Commission on November 7, 1996. On that day, the Commission obtained a Temporary Restraining Order ("TRO") against Melcher, SGA, and Alpha that, among other things, prohibited ongoing violations of the securities laws, and froze those defendants' assets. Like the criminal information unsealed today, the complaint alleged that Melcher took bribes from Huttoe in the form of SOE stock to recommend SOE to subscribers of the SGA Goldstar Whisper Stock Report, a tout sheet that was disseminated over the internet and otherwise. The Complaint further alleged that Melcher then took advantage of the inflated market for SOE stock that he had created by dumping his own SOE stock on unwitting investors. On January 21, 1997, the Commission filed an amended complaint alleging that from in or around 1991, Melcher engaged in a systematic practice of publishing promotional coverage for other issuers in exchange for compensation, without disclosing the compensation. The Commission's litigation against Melcher, SGA, and Alpha is ongoing. The Commission also announced that on August 18, 1997, in its ongoing civil litigation, the Court appointed Thomas A. Ferrigno of the Washington, D.C. office of O'Melveny & Myers LLP as Receiver in the case for the purposes of receiving and marshalling monies and other assets that are ordered by the Court to be disgorged by defendants and relief defendants, aiding the Commission in devising a disgorgement plan for the return of disgorged assets to defrauded investors, and administering such a disgorgement plan once it has been approved by the Court. The Commission further announced that on May 19, 1997, pursuant to a settlement, the Court ordered that relief defendant Investors Associates, Inc. pay $1,100,000, plus $24,379 in prejudgment interest, to the Registry of the Court. Investors Associates, Inc. did not admit or deny the allegations of the Commission's Amended Complaint. The Commission previously has made several announcements concerning this matter. See Lit. Rel. 15286 (March 12, 1997); Lit. Rel. 15237 (January 31, 1997); Lit. Rel. 15185 (December 12, 1996); Lit. Rel. 15153 (November 7, 1996); Securities Exchange Act Rel. No. 37791 (October 7, 1996). The Commission is cooperating with separate investigations in this matter carried on by the United States Attorney's Office for the Eastern District of Virginia and the Criminal Investigation Division of the Internal Revenue Service. The Commission's investigation in this matter is continuing. ======END OF PAGE 2======