Securities & Exchange Commission v. American Real Estate Investment Trust

PRELIMINARY FINDINGS OF FACT AND CONCLUSIONS OF LAW IN SUPPORT OF PLAINTIFF’S MOTION FOR PRELIMINARY INJUNCTION AND OTHER EQUITABLE RELIEF

I. FINDINGS OF FACT

The Court makes the following preliminary findings of fact:

A. JURISDICTION AND VENUE

1. This Court has jurisdiction of this action pursuant to Section 27 of the Exchange Act [15 U.S.C. § 78aa],

2. Many of the acts, practices, courses of business and transactions described herein have occurred within the Central District of California.

B. DEFENDANTS

3. American Real Estate Investment Trust (“AREIT”) is a California business trust with its principal offices located at 2124 Union Street, San Francisco, California. Effective November 30, 1981 AREIT registered its shares of beneficial interest with the Commission pursuant to Section 12(g) of the Exchange Act [ 15 U.S.C. § 787 (g) ]. AREIT has at least 146 public shareholders.

3a. Gary L. Jackson (“Jackson”) is a certified public accountant with offices at 435 Los Palmos Drive, San Francisco, California.

II. FACTS UNDERLYING VIOLATIONS OF SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 12b-20 THEREUNDER

4. On or about October 1, 1981 AREIT filed with the…