SECURITIES AND EXCHANGE COMMISSION Washington, D.C. LITIGATION RELEASE NO. 15719 / April 23, 1998 SECURITIES AND EXCHANGE COMMISSION v. MARC A. OSHEROFF, BARRY GESSER, ROBERT S. MITCHELL, GLEN T. VITTOR, and SHELDON MASCHLER, Civil Action No. 98-914-Civ-Hoeveler (S.D. Fla. ). The Securities and Exchange Commission today filed a microcap market manipulation case involving the securities of Alter Sales Co., Inc. ("ASI"), a Florida distributor of automotive parts and accessories. Named as defendants are Marc A. Osheroff, 42, former president and CEO of ASI; Barry Gesser, 35, formerly ASI's public relations agent; Robert S. Mitchell, 43, a former ASI employee and business partner of Osheroff; Glen T. Vittor, 36, formerly President of Sovereign Equity Management Corp., a registered broker- dealer; and Sheldon Maschler, 53, formerly a broker at Datek Securities Corp. The Complaint seeks orders permanently enjoining all the defendants from violations of Sections 5(a) and 5(c) of the Securities Act of 1933; permanently enjoining Osheroff, Gesser, Mitchell and Vittor from 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 thereunder, and requiring the defendants to disgorge their illegal profits, together with prejudgment interest, and to pay civil penalties. Finally the Complaint seeks an order barring Osheroff from acting as an officer or director of a public company. Specifically, the Complaint alleges: From April 1993 through January 1994, Osheroff, acting in concert with some or all of the other defendants, engaged in a fraudulent scheme to distribute four million shares of ASI stock -- a 200% increase in the shares outstanding -- without registration. The distribution purportedly was effected pursuant to the Commission's Regulation S. The shares were issued at discounts ranging from 40% to 85% from the market price on the day of issuance, and payment was not made until after the shares were resold in the United States. The distribution included three million unregistered shares that were issued in the name of one Martin Clainey ("Clainey"), a fictitious foreign investor. Within days or weeks after they were issued, most of the shares were deposited into new U.S. brokerage accounts that Osheroff and Gesser arranged to open in Clainey's name, and sold at prevailing market prices. Another one million shares were issued to - 2 -  Bauman, S.A., a newly-formed Bahamian entity. The majority of these shares likewise were soon resold in the United States at market prices. The resale of those shares yielded illegal profits of more than $6.5 million. To increase the price of ASI stock while the distribution was underway, Osheroff and Gesser caused the company to issue a series of false press releases calculated to generate investor interest in the stock. Those releases announced interest by foreign firms in acquiring the company or making a large investment in it. The entities purportedly interested in making the acquisitions did not exist. Vittor, who knew or was reckless in not knowing that Clainey was a fictitious person, was the broker for two of the accounts in Clainey's name. He also was the broker on the Bauman account. He sold ASI shares through those accounts as part of a scheme to enrich his codefendants or others. Maschler was the broker for an account in Clainey's name at Datek Securities Corp. He sold the shares deposited in that account without making an adequate inquiry to determine whether the sales were in violation of Section 5 of the Securities Act. Mitchell deposited some of the Clainey shares into his personal brokerage account and sold them. To facilitate the sales, Mitchell falsely represented to his broker that he had bought the ASI stock in a private transaction with another investor, and that he had no affiliation with ASI. The Commission thanks the National Association of Securities Dealers Regulation Inc. for the substantial assistance it provided in connection with the investigation leading to this action.