UNITED STATES SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 15502 / September 18, 1997 SEC v. Omni International Trading, Inc., et al., (U.S.D.C. D. Minn., Civil Action No. 97-2116 DSD/JMM, filed September 18, 1997) The Securities and Exchange Commission ("Commission") announced that on September 18, 1997, the Commission filed a Complaint in the United States District Court for the District of Minnesota against Omni International Trading, Inc. ("Omni"), a Minnesota corporation, Daniel J. Bubalo ("Bubalo"), John C. Hetherington ("Hetherington"), Michael A. Wilcox ("Wilcox"), Daniel L. Koehler ("Koehler"), Brian E. Farley ("Farley") and Scott A. Rude ("Rude") for their violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, Sections 10(b), 15(a) and 15(c) of the Securities Exchange Act of 1934 and Rules 10b-5 and 15c1-2 promulgated thereunder. The Complaint seeks, among other things, permanent injunctions, an accounting, disgorgement and civil penalties. The Commission's Complaint alleges that from in or about January 1991 through in or about February 1995, Omni and others engaged in three separate fraudulent offerings. From these offerings, Omni raised approximately $4 million. The securities underlying the offerings were not registered with the Commission. The Commission's Complaint also alleges that, in the first part of the fraud, from in or about January 1991 to in or about March 1993, Omni, Bubalo, Koehler and others offered and sold approximately $1.3 million of unregistered convertible debentures to approximately 100 investors in Florida, Michigan and several other states. While offering and selling these debentures, Omni, Bubalo and Koehler misrepresented and omitted to state material facts regarding, among other things, Omni's revenues, sales to the Ukraine, the use of proceeds to acquire a tire company, the listing of the common stock on NASDAQ at an opening price of $5 per share and the commissions earned on the debenture sales. The Commission's Complaint further alleges that from on or about March 31, 1993 and continuing to the present, as a second part of the fraud, Omni, Bubalo, Hetherington, Wilcox, Koehler and others made, and have continued to make, false and misleading statements to investors regarding a purported, upcoming tender offer. Specifically, Omni, Bubalo, Hetherington, Wilcox and Koehler informed investors that the company would buy back its common stock at an approximate 200% to 300% profit to investors. Following these fraudulent statements, between in or about March and in or about December 1993, Omni, Bubalo and Koehler offered and sold newly issued shares of common stock and raised approximately $500,000 from approximately 46 investors located in several states. These investors were told that if they bought stock at prices around $0.75 per share they were guaranteed a profit based on a - 2 - ======END OF PAGE 1====== tender offer price of at least $2.50 per share. The majority of Omni investors tendered their shares to Omni. In addition, the Commission's Complaint alleges that as a third part of the fraud, between in or about March 1994 and in or about February 1995, after Omni investors had tendered their shares, Omni, Bubalo, Farley, Rude and others sold previously tendered Omni shares to new investors. In this secondary market, Omni raised approximately $2.2 million from approximately 122 investors in several states. In connection with the offer and sale of these securities, Omni, Bubalo, Wilcox, Farley, Rude and others misrepresented and omitted to state material facts concerning, among other things, the purported tender offer, the expected profit to be made on the tender offer and commissions earned upon the sale of the previously tendered shares. To date, no tender offer payout has been made to any Omni shareholder. Finally, the Commission's Complaint alleges that throughout the course of the fraud, Omni, Bubalo, Hetherington and Wilcox made misrepresentations and omitted to state material facts in press releases and newspaper articles regarding Omni's revenues, sales to the Ukraine and the listing of Omni common stock on NASDAQ. ======END OF PAGE 2======