U.S. SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 15081 / September 27, 1996 SECURITIES AND EXCHANGE COMMISSION v. EMPOWER TELECOMMUNICATIONS CORP. ET AL., Civil Action No. 96-6815 WDK (VAPx) (C.D. Cal.) The Securities and Exchange Commission ("Commission") announces that on September 26, 1996, it filed a complaint in federal district court in Los Angeles against Empower Telecommunications Corporation ("Empower"), its former and current officers and directors, William H.B. Chan ("William Chan"), Osvaldo N. Lorenzetti ("Lorenzetti") and Donald E. Whorl and a related company, William H.B. Chan & Company. The Complaint alleges that from January 1993 through October 1994, the defendants engaged in a nationwide fraudulent offer and sale of unregistered Empower securities allegedly to build two telephone exchanges in Indonesia. The Complaint alleges that William Chan misappropriated approximately $1.2 million of the $6.56 million Empower raised through the sale of its securities. Chan spent the $1.2 million on a wide variety of business ventures, including Vietnamese art research and the purchase of a cellular telephone company. The Complaint further alleges that Empower raised these proceeds from approximately 350 investors, most of whom were unsophisticated individuals with little or no prior experience in securities transactions. In addition, the defendants made material misrepresentations and omitted to disclose material facts to investors concerning, among other things: Empower's purported agreements with a regional telephone company; the value of Empower's assets; outstanding financial obligations Empower owed to a business partner and its investment banker; undisclosed commissions paid to Empower's sales agents; and the personal bankruptcy of Empower's Chairman, William Chan. The Complaint alleges violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 ("Securities Act") and Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 ("Exchange Act") and Rules 10b-5 and 10b-9, thereunder. The Complaint seeks permanent injunctions, an officer and director bar, disgorgement with prejudgment interest and civil penalties. Concurrent with the filing of the Commission's Complaint, Lorenzetti, Empower's former Chief Executive Officer, consented, without admitting or denying the allegations in the Complaint, to a permanent injunction enjoining him from future violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rules 10b-5 and 10b-9, thereunder. Civil penalties were not assessed against Lorenzetti based upon his demonstrated inability to pay. The Commission's suit is pending against the remaining defendants.