COUNT II

Sections 13(a) and 13(d)(1) of the Securities Exchange Act of 1934

[15 U.S.C. 78m (a) and 78m (d) (1)}

Rules 17 CFR 240.13a-1, 13a-11, 13a-13, 13d-1

27. Paragraphs 1 through 21, and 24 through 26 are hereby realleged and incorporated herein by this reference.

28. Since about September 30, 1974, Greater Idaho, Sierra, Dalhar, National Funding, Powder Mountain, and Frazier, aided and abetted by the other defendants, have violated and continued to violate Sections 13 (a) and 13(d) (1) of the Securities Exchange Act of 1934 and Rules 13a-1, 13a-11, 13a-13, and 13d-1 thereunder in the following respects, among others:

Violations of Rule 130-1

GREATER IDAHO

(1) Filed a substantially misleading (and about 50 days late) Form 10-K on November 18, 1974 for the fiscal year ending June 30, 1974 inasmuch as the report, among other things, failed to disclose material facts related to Greater Idaho's transfer of land in Antelope Valley, Custer County, Idaho to Frazier in June 1974;

(2) Filed about September 30, 1977 Form 10-Ks for its fiscal years ending June 30, 1975 and June 30, 1976, which contained unaudited financial statements and which were filed a year or more late.

(3) Failed to file on or before the September 28, 1977 due date or thereafter a Form 10-K report for its fiscal year which ended June 30, 1977.

Violations of Rule 13a-11

GREATER IDAHO

Failed to file Form 8-Ks, as indicated below:

(1) January 1975 to reflect Sierra's reacquisition of Greater Idaho's control stock from Best National on or about December 16, 1974 and Powder Mountain's acquisition of this stock from Sierra on or about December 18, 1974;

(2) May and/or June 1975 to reflect Greater Idaho's acquisitions of Sierra stock from National Funding, and Dalhar's acquisition of Greater Idaho control stock from Powder Mountain;

Violations of Rule 13a-13

GREATER IDAHO

Failed to file Form 10-Qs for fiscal year quarters, as indicated below:

(1) September 30, 1975; (2) December 31, 1975; (3) March 31, 1976; (4) September 30, 1976; (5) December 31, 1976; (6) March 31, 1977; and (7) September 30, 1977;

Violations of Rule 13d-1

GREATER IDAHO

Failed to file a Schedule 13D in May and/or June 1975 or thereafter reporting its April and/or May 1975 acquisitions of shares of Sierra stock;

SIERRA

Failed to file a Schedule 13D within ten days after about December 16, 1974, or at any time thereafter, reporting its acquisition of more than 5% of Greater Idaho's outstanding common stock from Best National on or about that date;

DALHAR

Filed a false and misleading Schedule 13D on or about April 15, 1975 concerning its acquisition of more than 5% of Greater Idaho's outstanding common stock from Powder Mountain in that the report failed to disclose the stock was pledged to or deposited with Sierra pursuant to a contract, arrangement or understanding with the latter company;

NATIONAL FUNDING

Failed to file a Schedule 13D within ten days after December 19, 1974 or at any time thereafter reporting its acquisition of more than 5% of Sierra's outstanding stock about December 19, 1974;

POWDER MOUNTAIN

Filed a false and misleading Schedule 13D about December 30, 1974 in reporting its acquisition of more than 5% of the outstanding common stock of Greater Idaho on December 18, 1974 in that it failed to disclose that it had pledged or deposited the stock with Sierra pursuant to a contract, arrangement or understanding with the latter company;

FRAZIER

Failed to file a Schedule 13D within ten days after December 29, 1975 or at any time thereafter reporting his acquisition of more than 5% of Sierra's outstanding common stock from Greater Idaho on or about that date.

COUNT III

Section 14(a) of the Securities Exchange Act of 1934 [15 U.S.C. 78n(a)] Rule 17 CFR 240.14a-9

29. Paragraphs 1 through 21, 24 through 26, and 28 are hereby realleged and incorporated herein by this reference.

30. On or about April 25, 1975 Greater Idaho, aided and abetted by Jordan, Anglin, Driggers, Hadley, Lang, and Rowe solicited proxies from its shareholders for voting its common stock by mailing to its stockholders a notice of annual meeting to be held May 6, 1975 and related proxy material soliciting proxies for the purpose of electing a board of directors for the company, which material contained statements which, at the time and in light of the circumstances under which they were made, were false and misleading with respect to material facts, and which material omitted to state material facts necessary in order to make the statements therein not false or misleading, in that, among other things, the material made statements to the following effect:

A. It was anticipated that the curing by Dalhar of certain title defects pertaining to two mortgages which Dalhar, as successor to Powder Mountain, had agreed to transfer to Sierra would be resolved in the near future with a resulting release by Sierra to Dalhar of the Greater Idaho control stock held by Sierra;

B. Dalhar retained voting rights to the 20,313,162 shares of Greater Idaho stock which Sierra held as a security deposit;

C. The proxies being solicited would be used to vote for Anglin, Driggers, Hadley, Jordan, Lang and Rowe as members of the new board of directors; D. Copies of Greater Idaho's annual report as of June 30, 1974 had been sent to shareholders of record in March 1975;

E. Greater Idaho's certified public accountants would have representatives at the meeting who would be available to shareholders for proper questions, but omitted to state various matters of material fact, including but not limited to those described in paragraphs 24 through 26, and 28, which were then known to the foregoing defendants, and which were necessary to be made known to the shareholders who received the proxy material in order to make the statements made therein not false or misleading.

COUNT IV

Section 16(a) of the Securities Exchange Act of 1934

[15 U.S.C. 78p(a)]

Rule 17 CFR 240.16a-1

31. Paragraphs 1 through 21, and 24 through 26 are hereby realleged and incorporated herein by this reference.

32. Since about December 16, 1974, Sierra, Dalhar, and Powder Mountain, aided and abetted by each other and by the other defendants, have violated Sec

tion 16(a) of the Securities Exchange Act of 1934 and Rule 16a-1 thereunder in the following respects:

SIERRA

(1) Failed to file a Form 3 within ten days after about December 16, 1974, or at any time thereafter, reflecting its acquisition on or about that date of more than 10% of Greater Idaho's outstanding common stock;

(2) Failed to fiel a Form 4 within ten days after about December 18, 1974, or at any time thereafter, reflecting its disposition of the same stock;

POWDER MOUNTAIN

Failed to file a Form 4 within ten days after about April 10, 1975, or at any time thereafter, to reflect its disposition of Greater Idaho stock on or about that date;

DALHAR

Failed to file a Form 3 within ten days after about April 10, 1975, or at any time thereafter, reflecting its acquisition of more than 10% of Greater Idaho's outstanding common stock about that date.

Wherefore the plaintiff Commission respectfully demands:

I

Judgments of preliminary and permanent injunction restraining and enjoining the defendants, their officers, agents, servants, attorneys, employees, and those persons in active concert or participation with them who receive actual notice of any such judgments by personal service or otherwise from:

A. In the offer or sale of any security issued by Sierra Life Insurance Company, Greater Idaho Corporation, or any other security, or in connection with the purchase or sale of any such securities, by use of any means or instruments of transportation or communication in interstate commerce or by use of the mails, directly or indirectly, making any untrue statements of a material fact or omitting to state any material facts necessary in order to make any statements made, in the light of the circumstances under which any such statements were made, not misleading or engaging in any other fraudulent or deceitful transaction, act, practice or course of business prohibited by Section 17(a) of the Securities Act of 1933 (15 U.S.C. 77q (a), or Section 10(b) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 77j (b)), and Rule 10b-5 thereunder (17 CFR 240.10b-5).

B. Aiding, abetting, inducing, commanding, or counseling any other person to engage in any of the types of conduct described in paragraph A above.

II

Judgments of preliminary and permanent injunction:

A. Requiring Greater Idaho promptly to file a Form 10-K with the Commission pursuant to Section 13 (a) of the Securities Exchange Act of 1934 and Rule 13a-1 thereunder for its fiscal year ended June 30, 1977 which contains financial statements prepared and certified as to their accuracy and completeness without any qualification, limitations, restrictions, or reservations by an independent certified public accountant, and prohibiting Greater Idaho from failing to file Form 10-Ks with the Commission on a timely basis for all subsequent fiscal years as to any of its securities in accordance with the requirements of said section and rule; B. Requiring Greater Idaho promptly to file Form 10-Qs with the Commission pursuant to Section 13(a) of the Securities Exchange Act of 1934 and Rule 138-13 thereunder for those quarters which ended September 30, 1975, December 31, 1975, March 31, 1976, September 30, 1976, December 31, 1976, March 31, 1977, September 30, 1977, and prohibiting it from failing to file Form 10-Q reports with the Commission on a timely basis for all succeeding quarters as to any of its securities in accordance with the foregoing section and rule; C. Requiring Greater Idaho promptly to file Form 8-Ks with the Commission pursuant to Section 13 (a) of the Securities Exchange Act of 1934 and Rule 13a-11 thereunder, for the months and transactions indicated:

(1) December 1974 to reflect Sierra's acquisition of Greater Idaho control stock from Best National on or about December 16, and Powder Mountain's acquisition of the control stock from Sierra on or about December 18;

(2) April and/or May 1975 to reflect Greater Idaho's acquisitions of 200,000 or more shares of Sierra common stock from National Funding, and Dalhar's acquisition of the Greater Idaho control stock from Powder Mountain during that period; and prohibiting Greater Idaho from failing to file Form 8-Ks with the Commission on a timely basis in the future as to any of its securities in accordance with said section and rule;

D. Requiring Greater Idaho, Sierra, Dalhar, National Funding, Powder Mountain, and Frazier promptly to file Schedule 13Ds with the Commission pursuant to Section 13 (d) (1) of the Securities Exchange Act of 1934 and Rule 13d-1 thereunder with respect to the following acquisitions of securities:

(1) Sierra, as to its acquisition of approximately 59% of Greater Idaho's common stock from Best National in December 1974;

(2) National Funding, as to its acquisition in December 1974 of approximately 2000,000 shares of Sierra common stock directly from Sierra;

(3) Greater Idaho, as to its acquisition in April or May 1975 of 200,000 or more shares of Sierra common stock from National Funding;

(4) Frazier, as to his acquisition of the same 200,000 or more shares of Sierra stock from Greater Idaho about December 1975, ,and prohibiting the foregoing defendants from failing to file timely Schedule 13Ds with the Commission as to the securities of any issuer in the future in accordance with the requirements of said section and rule;

E. Requiring Dalhar and Powder Mountain promptly to file Schedule 13Ds with the Commission pursuant to Section 13 (d) (1) of the Securities Exchange Act of 1934 and Rule 13d-1 thereunder which are not false or misleading with respect to their following acquisitions of securities:

(1) Powder Mountain, as to its acquisition of approximately 59% of Greater Idaho's outstanding common stock from Sierra about December 18, 1974;

(2) Dalhar, as to its acquisition of approximately 59% of Greater Idaho's outstanding common stock from Powder Mountain about April 10, 1975; and prohibiting the foregoing defendants from filing false or misleading Schedule 13Ds with the Commission as to any securities of any issuer in the future contrary to the requirements of said section and rule.

III

Judgments of preliminary and permanent injunction against Greater Idaho prohibiting it from making any solicitation by means of any proxy statement, form of proxy, notice of meeting or other communication, written or oral, containing any statement which, at the time and in light of the circumstances under which it was made, is false and misleading with respect to any material fact, or which omits to state any material fact necessary in order to make any statement made therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading, concerning but not limited to:

A. the past, present, or anticipated financial condition and results of operations of Greater Idaho or any other person;

B. the past, present, or anticipated business operations of Greater Idaho or any other person;

C. the contracts or agreements to which Greater Idaho or any other person was, is, or may be a party in interest;

D. the business experience, skill, success, integrity, or candor of any officer, director, or other affiliated person of Greater Idaho or any other person, at any time when Greater Idaho has securities registered with the Commission pursuant to Section 12 of the Securities Exchange Act of 1934.

IV

Judgments of preliminary and permanent injunction:

A. Requiring Sierra to file a Form 3 with the Commission to show its acquisition of more than 10% of Greater Idaho's outstanding common stock from Best National about December 16, 1974 and a Form 4 to reflect its resale of the same stock to Powder Mountain about December 18, 1974, pursuant to Section 16(a) of the Securities Exchange Act of 1934 and Rule 16a-1 thereunder, and prohibiting Sierra from failing to file timely Form 3s and Form 4s with the Commission as to the securities of any issuer in the future in accordance with the requirements of said section and rule;

B. Requiring Powder Mountain to file a Form 4 with the Commission to reflect its disposition of Greater Idaho stock to Dalhar about April 10, 1975 pursuant to Section 16(a) of the Securities Exchange Act of 1934 and Rule 16a-1 thereunder, and prohibiting Powder Mountain from failing to file timely Form 3s and Form 4s with the Commission as to the securities of any issuer in the future in accordance with the requirements of said section and rule;

C. Requiring Dalhar to file a Form 3 with the Commission to show its acquisition of more than 10% of Greater Idaho's outstanding common stock about April 10, 1975, pursuant to Section 16(a) of the Securities Exchange Act of 1934 and Rule 16a-1 thereunder, and prohibiting Dalhar from failing to file timely Form 3s and Form 4s with the Commission as to the securities of any issuer in the future in accordance with the requirements of said section and rule.

V

Judgments of preliminary and permanent injunction against all the defendants prohibiting them from aiding and abetting any of the acts and omissions which would be prohibited by the judgments demanded in Sections II through IV above.

VI

An order requiring Frazier to disgorge all profits he made in connection with his acquisition and disposition of land in Antelope Valley Subdivision, Units A and B, Custer County, Idaho, which he obtained from Greater Idaho on or about June 7, 1974.

VII

An order requiring Frazier, Jones, Lyle F. Frazier, and McClintock to disgorge all of the profits they obtained directly or indirectly as a result of the contracts they entered into about December 1974 or thereafter to sell their personallyowned shares of Sierra stock to the Powder Mountain group.

VIII

An order requiring Frazier to disgorge the 200,000 shares of Sierra stock which he obtained, directly or indirectly, from the Powder Mountain group, National Funding, Dalhar and/or Greater Idaho purportedly as additional collateral to secure the performance of his agreement of December 30, 1974 to sell 124,000 shares of his Sierra stock to National Funding.

IX

An order requiring Sierra to take whatever steps are reasonably necessary and appropriate to recover the profits obtained by Chick, McGreer, and Veeh through contracts they entered into, directly or indirectly, in 1974 or thereafter to sell shares of their Sierra stock to the Powder Mountain group, National Funding, Dalhar and/or Greater Idaho.

X

Such other and further relief as the Court may determine to be just and equitable.

Our next witness is the Deputy Federal Insurance Administrator, John Robert Hunter, Jr. Now I'd also like to have Mr. Sims come forward at the same time, if we could, so we could have a panel. Mr. Sims is Deputy Assistant Attorney General, Antitrust Division.

We are honored and happy to have both of you gentlemen. We would appreciate it if you could follow the superlative example of the