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U.S. Securities and Exchange Commission

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION


Securities and Exchange Commission,

Plaintiff,   

v.

BRUCE E. SNYDER, JR.,

Defendant.   


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Civil Action No.

JURY TRIAL DEMANDED

COMPLAINT

Plaintiff United States Securities and Exchange Commission ("Commission") alleges:

SUMMARY

1. This is a fraudulent financial reporting and insider trading case. The defendant, Bruce E. Snyder, Jr. ("Snyder"), was the Chief Accounting Officer of Waste Management, Inc. ("WMI" or the "Company") in May and June 1999.

2. On May 13, 1999, WMI filed with the Commission a materially false or misleading Form 10-Q for the first quarter of its fiscal year ended December 31, 1999. Snyder prepared, reviewed, and signed the materially false or misleading filing even though he knew, or was reckless in not knowing, that it failed to disclose that WMI's reported pretax income for the first quarter of fiscal year 1999 included tens of millions of dollars of non-recurring income items. The undisclosed income items inflated WMI's earnings per share ("EPS") by approximately $0.09 or 17%.

3. On May 17, 1999, while in possession of material, nonpublic information that the Company's financial results for the first quarter of 1999 included undisclosed, non-recurring income items, Snyder exercised WMI options and sold 5,500 shares of WMI stock. By selling WMI stock before the Company disclosed in August 1999, that the Company's first quarter pretax income included $95 million of non-recurring items, Snyder avoided losses of at least $27,530 on his May 17th sale.

4. On June 9, 1999, Snyder again exercised WMI options and sold an additional 2,200 shares of WMI stock. At the time of this sale, in addition to the material, nonpublic information he possessed at the time of his May 17th sale of WMI stock, Snyder possessed material, nonpublic information indicating, among other things, WMI's internal earnings projections showed a shortfall against its second quarter 1999 EPS guidance provided to the investing public. By selling WMI stock before the Company announced in July 1999, that it would fall well short of its second quarter earnings guidance, Snyder avoided losses of at least $60,405 on his June 9th sale.

5. When WMI disclosed to investors that it would not achieve its projected second quarter earnings and, later, when WMI told investors about the first quarter non-recurring income items, WMI stock lost more than half its value.

6. In this action, the Commission is seeking an order, pursuant to Section 20(b) of the Securities Act of 1933 ("Securities Act") [15 U.S.C. 77t(b)] and Sections 21(d)(1) and (e) of the Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. 78u(d)(1) and (e)], to permanently restrain and enjoin Snyder from, directly or indirectly, violating Section 17(a) of the Securities Act [15 U.S.C. 77q(a)], Section 10(b) of the Exchange Act [15 U.S.C. 78j(b)], and Exchange Act Rule 10b-5 [17 C.F.R. 240.10b-5], and from aiding and abetting violations of Section 13(a) of the Exchange Act [15 U.S.C. 78m(a)] and Exchange Act Rules 12b-20 and 13a-13 [17 C.F.R. 240.12b-20 and 240.13a-13]. The Commission also is seeking disgorgement of Snyder's illegal losses avoided, with prejudgment interest, and, pursuant to Sections 21A and 21(d)(3) of the Exchange Act [15 U.S.C. 78u-1 and 78u(d)(3)], civil penalties.

7. In addition, the Commission is seeking, pursuant to Section 20(e) of the Securities Act [15 U.S.C. 77t(e)] and Section 21(d)(2) of the Exchange Act [15 U.S.C. 78u(d)(2)], an order barring Snyder from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. 78l], or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. 78o].

JURISDICTION

8. The Commission brings this action pursuant to Section 20(b) of the Securities Act [15 U.S.C. 77t(b)] and Sections 21(d) and 21(e) of the Exchange Act [15 U.S.C. 78u(d) and 78u(e)].

9. This Court has jurisdiction over this action, and venue is proper, pursuant to Section 22(a) of the Securities Act [15 U.S.C. 77v(a)] and Sections 21 and 27 of the Exchange Act [15 U.S.C. 78u and 78aa].

10. The defendant, directly or indirectly, made use of the means or instrumentalities of transportation, or of interstate commerce, or of the mails, or of any of the facilities of any national securities exchange in connection with the transactions, acts, practices and courses of business alleged herein.

11. Snyder has engaged in, and unless enjoined, will continue to engage in, directly or indirectly, transactions, acts, practices, and courses of business that constitute violations of Section 17(a) of the Securities Act [15 U.S.C. 77q(a)], Section 10(b) of the Exchange Act [15 U.S.C. 78j(b)], and Exchange Act Rule 10b-5 [17 C.F.R. 240.10b-5], or aid and abet violations of Section 13(a) of the Exchange Act [15 U.S.C. 78m(a)] and Exchange Act Rules 12b-20 and 13a-13 [17 C.F.R. 240.12b-20 and 240.13a-13].

DEFENDANT

12. Snyder, age 48, resides in Sugar Land, Texas. Snyder is, and was at all times relevant to this Complaint, a certified public accountant registered in Oklahoma, but his license to practice public accounting has been inactive since before 1997. From 1982 to 1985 and from 1988 to 1992, Snyder was an auditor with the public accounting firm Coopers and Lybrand, LLP. Snyder was a Vice President and the Chief Accounting Officer of USA Waste from July 1992 until USA Waste merged with Waste Management, Inc. ("WMX"), formerly known as Waste Management Technologies, Inc. After the merger, the new company was known as WMI. Thereafter, and at all relevant times, Snyder was a Vice President and the Chief Accounting Officer of WMI. On May 6, 2002, Snyder was reassigned from his position as WMI's Chief Accountant Officer and became WMI's Vice President of Financial Services. WMI terminated Snyder's employment in February 2003. At all times relevant to this Complaint, Snyder was bound by WMI's policy prohibiting trading while in possession of material, nonpublic information and he owed a fiduciary duty to, or had a relationship of trust and confidence with, WMI and its shareholders not to trade WMI securities while in possession of material, nonpublic information.

CORPORATION INVOLVED

13. WMI is a Delaware corporation with its principal place of business in Houston, Texas. Through its subsidiaries, WMI provides solid and hazardous waste services, energy recovery services, environmental technologies, engineering and consulting services. At all relevant times, WMI's common stock was registered with the Commission pursuant to Section 12(b) of the Exchange Act and traded on the New York Stock Exchange.

FACTS

A. Background

14. On March 11, 1998, WMX and USA Waste announced that the two companies had entered into a merger agreement. Pursuant to the agreement, WMX, a company with $9 billion in annual revenues became a wholly-owned subsidiary of USA Waste, a company with $3 billion in annual revenues. After the merger, the combined company was known as WMI. The merger largely was a result of a massive accounting scandal at WMX, made public in the fall of 1998, which severely damaged WMX's stock price and resulted in the removal of most of WMX's senior management.

15. In the press release announcing the merger, WMI issued earnings guidance for 1999 of $2.90 to $3.05 per share. WMI's EPS forecast for 1999, however, represented a significant increase in the two companies previous years' combined pro forma earnings.

16. On October 8, 1998, WMI issued a press release stating that it expected its 1999 earnings to be in the range of $3.00 to $3.05 per share, a narrower range than the Company had previously announced. This press release was issued following a 17% drop in the Company's stock price on October 7th, which apparently was precipitated in part by cautious comments from two analysts about the Company's 1999 EPS guidance. Thus, at least by this time, Snyder became aware of the sensitivity of WMI's share price to potential deviations from the EPS guidance that had been provided to Wall Street.

17. During October and November 1998, Snyder also learned that WMI would have to achieve extraordinary operating results in order to meet its 1999 EPS guidance. Snyder and WMI's former President and Chief Operating Officer, Rodney R. Proto (the "President"), received final budgets from the Area Vice Presidents ("Area VPs"), the five officers responsible for the Company's North American solid waste operations, indicating that the Company would fall $1.047 billion short of its previously estimated 1999 earnings. Snyder then assisted the President in allocating the earnings shortfall among the areas. In an email he wrote in November 1998, Snyder told another WMI employee involved in the budget process that they needed to determine the level of "phantom" margin increase necessary to "get to our goal." Through this allocation, WMI's President and Snyder established "stretch goals" for each of WMI's five operating Areas. The Areas never produced budgets that would have yielded this amount of additional earnings, and certain of the Area VPs repeatedly protested that their "stretch goals" were unachievable.

B. Snyder Prepares, Reviews, and Signs WMI's Materially False or Misleading Form 10-Q for the First Quarter of Fiscal Year 1999; Snyder Sells WMI Stock

18. During the first quarter of 1999, WMI issued EPS estimates for the first quarter in the range of $0.60 to $0.62. Although WMI reported first quarter EPS in line with estimates, the Company was unable to meet its first quarter EPS guidance through normal operations. Instead, WMI's reported first quarter pretax income included at least $95 million of undisclosed, non-recurring income items that contributed $0.09 to WMI's reported EPS. These income items related to changes in estimates and reversals of reserves for environmental liabilities of certain domestic and international landfills, changes in accounting method relating to landfills and operating plants of the Company's Wheelabrator ("WTI") subsidiary, and extending the useful lives of WTI incinerators.

19. Snyder knew, or was reckless in not knowing, by May 13, 1999, that the Company's reported first quarter pretax income included approximately $95 million, or $0.09 per share, of undisclosed, non-recurring income items. On May 13, 1999, WMI filed its Form 10-Q for the first quarter of fiscal year 1999. Snyder prepared, reviewed, and signed the filing, which failed to disclose that WMI's reported pretax income included $95 million of non-recurring income items. The Management Discussion and Analysis ("MD&A") section of WMI's first quarter 1999 Form 10-Q, which Snyder reviewed, highlighted WMI's increase in operating margins during the first quarter of 1999 and listed several operational factors that contributed to the increase. However, the MD&A failed to state that the non-recurring income items contributed to the Company's improved operating margins.

20. Snyder also knew, or was reckless in not knowing, that WMI did not disclose in a May 6, 1999 press release announcing first quarter earnings that the Company's first quarter financial results included non-recurring items that materially boosted pretax income and EPS. In addition, Snyder knew that neither WMI's President nor its Chief Financial Officer, Earl E. DeFrates (the "CFO"), disclosed during a May 6th conference call with Wall Street analysts and the investing public, that the Company's first quarter financial results included non-recurring income items that materially increased pretax income and EPS. The President and the CFO did not disclose the inclusion of these income items, even though these items materially increased the Company's reported EPS for the first quarter of 1999 by 17% and contributed to the Company's stronger than expected first quarter operating margins.

21. Failing to disclose in the first quarter Form 10-Q and the May 6th press release and conference call, that the Company's reported first quarter pretax income and EPS figures included a material amount of non-recurring items, presented a materially false or misleading picture of the Company's first quarter operations to Wall Street analysts and the investing public. The Form 10-Q, the press release, and the public statements created the materially false or misleading impression that the Company was experiencing quarter-to-quarter earnings increases and margin improvement through normal operating results. If WMI had properly disclosed the non-recurring income items, the investing public would have learned that the Company's reported quarterly earnings from normal operations were $0.52 per share, $0.09 per share lower than its first quarter 1999 guidance and lower than its fourth quarter 1998 earnings. Also, had proper disclosure been made, the investing public would have learned that the Company's operations actually produced Earnings Before Interest and Taxes ("EBIT") margins, an important measure of financial success, of 23.7%, as opposed to the 26.7% EBIT margin that the Company reported in the first quarter of 1999 and the 24.4% EBIT margin that the Company reported for the fourth quarter of 1998.

22. On May 17, 1999, Snyder, while in possession of this material, nonpublic information about the Company's reported and announced first quarter financial results, exercised WMI stock options and sold 5,500 shares of WMI stock. Snyder sold his shares for net proceeds of $303,187, and he avoided losses of at least $27,530.

C. Snyder Sells WMI Stock While in Possession of Material, Non-Public Information Regarding the Company's Ability to Meet its Second Quarter EPS Guidance

23. On April 26, 1999, Snyder and the President conducted a conference call with four of WMI's five Area VPs. During this call, three of the four Area VPs projected revenue and EBIT shortfalls in their areas for the second quarter. According to Snyder's handwritten notes of the call, the areas' EBIT shortfalls ranged from $25 million to $80 million. The Area VP who was absent from the conference call provided the corporate office with a spreadsheet indicating that his area was projecting a $16 million EBIT shortfall for the second quarter. Based on these projections, Snyder calculated at the time that WMI would be $0.11 short of its second quarter EPS guidance.

24. After the Area VPs gave their second quarter projections, there was a discussion of how to make up the projected earnings shortfall. Snyder's notes of the conference call indicate that personnel from two of the Areas were to meet to identify accounting adjustments that would help the company meet its earnings targets.

25. Snyder's notes also indicate that two Area VPs stated during the conference call that they were experiencing significant problems in converting their billing systems to the new WMI billing system. They stated that these difficulties had resulted in increases in their accounts receivables balances, which was adversely affecting cash flow. In addition, several of the Area VPs indicated that they were facing difficulties implementing needed price increases or had been forced to roll back price increases due to loss of business.

26. On May 3, 1999, Snyder, the President, and the CFO met with WMI's Area VPs. The Area VPs reiterated their projections of large EBIT shortfalls for their Areas for the second quarter.

27. Adverse financial information concerning WMI's likely second quarter results continued to come to Snyder's attention during the rest of May and into early June. The Company's corporate accounting department, which Snyder managed, created spreadsheets on May 19 and May 26, 1999, reflecting actual April financial results from the five operating areas. These spreadsheets indicated, consistent with the Area VPs' earlier projections, that four of the five areas had fallen short of their April revenue and EBIT budget targets. The total earnings shortfall for the Company's solid waste operations for April was $90.5 million, which was equal to $0.08 per share. Snyder received these spreadsheets.

28. Later in May, Snyder directed WMI's accounting department to collect new projections of second quarter operating results from each of the five operating areas. By May 28, 1999, the accounting department summarized these projected results on a spreadsheet and compared them with the Company's budget target. WMI's operating areas projected a total revenue shortfall of approximately $220 million and a total EPS shortfall of $0.12 per share for the second quarter. Snyder received the spreadsheet created by his accounting department. Thus, by the end of May, Snyder knew additional information confirming the projections he had received from the five Area VPs on April 26th and May 3rd, which indicated that the Company was projecting that it would not meet its second quarter EPS guidance.

29. Snyder also received a memorandum from the Southern Area VP and the Southern Area Controller, dated June 2, 1999, regarding systems problems and financial reporting. The memorandum stated, "We as a corporation do not have the ability to produce accurate and timely financial information through our accounting systems." The memorandum went on to state, "[u]nder the current structure, over 5,000 man hours and the creation of over 10,000 reports would be required (within the Southern Area Operations) to provide each operation with the financial reports they need to assist in making business decisions and to accommodate the company's reporting requirements."

30. On the morning of June 9, 1999, while WMI executives were attending the Waste Expo industry trade conference, Snyder, the President, and the CFO attended a meeting, previously scheduled by the President, with the Area VPs and Area controllers. During the meeting, they discussed two main topics: systems problems and updated earnings projections. The June 2nd Southern Area memorandum was discussed at this meeting, and the conversation revolved around issues such as the Company's inability to get bills out on time, difficulties in paying vendors promptly, and how the systems problems were adversely impacting revenues. The Area VPs and Area controllers generally agreed that systems problems were causing company-wide problems and were adversely impacting revenues.

31. With regard to second quarter earnings, the Area VPs reiterated the EBIT and revenue shortfalls that they had projected in late April and early May 1999, and the projections the Area accounting departments had sent to the corporate accounting group in mid to late May 1999. As a result of these discussions on June 9th, Snyder learned that the Company's poor second quarter financial condition had not improved, and was actually deteriorating.

32. On June 9, 1999, less than two hours after the Area VP meeting, Snyder exercised 8,700 WMI stock options and immediately sold 2,700 of the underlying shares for net proceeds of $152,043 and avoided losses of at least $60,406.

D. WMI Announces that It Will Miss its Second Quarter Revenue and Earnings Guidance

33. On July 6, 1999, after the market closed, WMI issued a press release announcing that it was lowering its earnings expectations for the second quarter and for the full year. The Company stated that it expected second quarter EPS to be in the range of $0.67 to $0.70, compared to its previous EPS guidance of $0.78 to $0.82. WMI stated that its failure to meet its EPS forecast was due to a $250 million shortfall in revenue. In reaction to this news, WMI's stock price plunged 37%, from $53.56 per share to $33.94 per share.

34. On July 29, 1999, WMI again revised its earnings expectations for the second quarter. The Company indicated that it now expected earnings to be in the range of $0.58 to $0.60 per share. The Company's stock price dropped another 17% in reaction to this news.

35. On August 3, 1999, WMI announced its second quarter results. The Company's second quarter EPS was revised for the third time to $0.58, which was approximately $0.20 per share lower than the guidance that WMI had previously confirmed throughout the second quarter. In this press release, WMI also announced that the Company and its independent auditors were reviewing its reported first quarter earnings, and that the "review may demonstrate that approximately $95 million of non-recurring pretax income items were included in operating income for the quarter ended March 31, 1999."

36. On August 16, 1999, the Company disclosed, in its Form 10-Q for the second quarter, the nature of the $95 million of non-recurring income items and explained how they affected first quarter pretax income. On August 16th, WMI's stock closed at $23.13 per share, approximately 9.1% lower than its closing price on August 2, 1999, the day before WMI first announced that it was reviewing its previously reported first quarter 1999 financial results.

FIRST CLAIM FOR RELIEF

Violations of Section 17(a) of the Securities Act
(Insider Trading)

37. The Commission realleges and incorporates herein by reference the allegations contained in paragraphs 1 through 36 above.

38. Snyder sold WMI stock on May 17 and June 9, 1999, while in possession of material, nonpublic information that WMI's reported and announced pretax income for the first quarter of fiscal year 1999 included tens of millions of dollars of undisclosed, non-recurring income items. When Snyder sold WMI stock on June 9th, he also possessed material, nonpublic information regarding WMI's ability to meet its second quarter EPS guidance. Snyder's sales of WMI stock were in breach of a fiduciary duty or other relationship of trust and confidence that he owed to WMI and its shareholders.

39. Snyder, in the offer or sale of securities, by the use of means or instruments of transportation or communication in interstate commerce, or by the use of the mails, directly or indirectly: (a) employed devices, schemes or artifices to defraud; (b) obtained money or property by means of untrue statements of material fact or omissions to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or (c) engaged in transactions, practices, or courses of business which operated or would operate as a fraud or deceit upon any purchasers of securities in violation of Section 17(a) of the Securities Act [15 U.S.C. 77q(a)].

40. By reason of the foregoing, Snyder violated Section 17(a) of the Securities Act [15 U.S.C. 77q(a)].

SECOND CLAIM FOR RELIEF

Violations of Section 10(b) of the
Exchange Act and Exchange Act Rule 10b-5
(Insider Trading)

41. The Commission realleges and incorporates herein by reference the allegations contained in paragraphs 1 through 36 above.

42. Snyder sold WMI stock on May 17 and June 9, 1999, while in possession of material, nonpublic information that WMI's reported and announced pretax income for the first quarter of fiscal year 1999 included tens of millions of dollars of undisclosed, non-recurring income items. When Snyder sold WMI stock on June 9th, he also possessed material, nonpublic information regarding WMI's ability to meet its second quarter EPS guidance. Snyder's sales of WMI stock were in breach of a fiduciary duty or other relationship of trust and confidence that he owed to WMI and its shareholders.

43. Snyder, directly or indirectly, by use of the means or instrumentalities of interstate commerce, the mails, or of any facility of any national securities exchange, in connection with the purchase or sale of securities: (a) employed devices, schemes or artifices to defraud; (b) made untrue statements of material fact or omitted to state material facts necessary to make the statements made, in light of the circumstances under which they were made, not misleading; (c) engaged in transactions, acts, practices, and courses of business which operated as a fraud or deceit upon various persons, in violation of Section 10(b) of the Exchange Act [15 U.S.C. 78j(b)] and Exchange Act Rule 10b-5 [17 C.F.R. 240.10b-5].

44. By reason of the foregoing, Snyder violated Section 10(b) of the Exchange Act [15 U.S.C. 78j(b)] and Exchange Act Rule 10b-5 [17 C.F.R. 240.10b-5].

THIRD CLAIM FOR RELIEF

Violations of Section 10(b) of the
Exchange Act and Exchange Act Rule 10b-5
(Fraudulent Financial Reporting)

45. The Commission realleges and incorporates herein by reference the allegations contained in paragraphs 1 through 36 above.

46. Snyder prepared, reviewed, and signed WMI's Form 10-Q for the quarter ended March 31, 1999, which was filed with the Commission on May 13, 1999. Snyder knew, or was reckless in not knowing, that WMI's Form 10-Q, including the financial statements contained therein, failed to disclose that the Company's pretax income included non-recurring items. By virtue of this omission, which Snyder caused to occur, WMI's Form 10-Q for the quarter ended March 31, 1999, including the financial statements contained therein, contained materially false or misleading statements and omissions of material facts.

47. Snyder, directly or indirectly, by use of the means or instrumentalities of interstate commerce, the mails, or of any facility of any national securities exchange, in connection with the purchase or sale of securities: (a) employed devices, schemes or artifices to defraud; (b) made untrue statements of material fact or omitted to state material facts necessary to make the statements made, in light of the circumstances under which they were made, not misleading; (c) engaged in transactions, acts, practices, and courses of business which operated as a fraud or deceit upon various persons, in violation of Section 10(b) of the Exchange Act [15 U.S.C. 78j(b)] and Exchange Act Rule 10b-5 [17 C.F.R. 240.10b-5].

48. By reason of the foregoing, Snyder violated Section 10(b) of the Exchange Act [15 U.S.C. 78j(b)] and Exchange Act Rule 10b-5 [17 C.F.R. 240.10b-5].

FOURTH CLAIM FOR RELIEF

Aiding and Abetting Violations of Section 13(a) of the Exchange Act and Exchange Act Rules 12b-20 and 13a-13
(Aiding and Abetting WMI's Reporting Violations)

49. The Commission realleges and incorporates herein by reference the allegations contained in paragraphs 1 through 36 above.

50. WMI filed with the Commission a quarterly report on Form 10-Q for the quarter ended March 31, 1999, which contained materially false or misleading statements and omissions of material facts, because the filing failed to disclose that the Company's reported pretax income included non-recurring income items. By virtue of the foregoing, WMI violated Section 13(a) of the Exchange Act [15 U.S.C. 78m(a)], and Exchange Act Rules 12b-20 and 13a-13 [17 C.F.R. 240.12b-20 and 240.13a-13].

51. Snyder knowingly provided substantial assistance to WMI in the commission of these violations. Snyder prepared, reviewed, and signed the Form 10-Q for the quarter ended March 31, 1999, and he knew, should have known, or was reckless in not knowing, that it failed to disclose non-recurring income items.

52. By reason of the foregoing, Snyder, pursuant to Section 20(e) of the Exchange Act [15 U.S.C. 78t(e)], aided and abetted violations of Section 13(a) of the Exchange Act [15 U.S.C. 78m(a)], and Exchange Act Rules 12b-20 and 13a-13 [17 C.F.R. 240.12b-20 and 240.13a-13].

PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that this Court:

I.

Issue a Final Judgment of Permanent Injunction and Other Relief restraining and enjoining Snyder from, directly or indirectly, violating Section 17(a) of the Securities Act [15 U.S.C. 77q(a)], Section 10(b) of the Exchange Act [15 U.S.C. 78j(b)], and Exchange Act Rule 10b-5 [17 C.F.R. 240.10b-5], and from aiding and abetting violations of Section 13(a) of the Exchange Act [15 U.S.C. 78m(a)], and Exchange Act Rules 12b-20 and 13a-13 [17 C.F.R. 240.12b-20 and 240.13a-13].

II.

Order Snyder to disgorge all losses avoided, plus prejudgment interest thereon, from his illegal conduct as alleged herein.

III.

Order Snyder to pay: (a) civil penalties, for the fraudulent financial reporting, pursuant to Section 21(d)(3) of the Exchange Act [15 U.S.C. 78u(d)(3)], and (b) civil penalties, for his illegal insider trading, pursuant to Section 21A of the Exchange Act [15 U.S.C. 78u-1].

IV.

Order, pursuant to Section 20(e) of the Securities Act [15 U.S.C. 77t(e)] and Section 21(d)(2) of the Exchange Act [15 U.S.C. 78u(d)(2)], that Snyder be barred from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. 78l] or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. 78o(d)], as a result of his violations of Section 17(a) of the Securities Act [15 U.S.C. 77q(a)], Section 10(b) of the Exchange Act [15 U.S.C. 78j(b)], and Exchange Act Rule 10b-5 [17 C.F.R. 240.10b-5],

V.

Grant such other and additional relief as this court may deem just and proper.

Dated: October ____, 2003

Respectfully submitted,


_____________________________________
Thomas C. Newkirk
Associate Director, Division of Enforcement


_____________________________________
Carleasa A. Coates
Assistant Chief Litigation Counsel
Attorney-in-Charge, Plaintiff
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0911
Phone: (202) 942-4514 (Coates)
Fax: (202) 942-9569 (Coates)

Of Counsel:
Christopher R. Conte
Noel A. Gittens
Andrew M. Lawrence


http://www.sec.gov/litigation/complaints/comp18422a.htm


Modified: 10/22/2003