UNITED STATES SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 15968 / November 5, 1998 Accounting and Auditing Enforcement Release No. 1087 / November 5, 1998 Securities and Exchange Commission v. Gerard Burns, et al. (United States District Court, S.D. Fla., Civil Action No. 97- 3111-CIV-MOORE, Complaint filed September 29, 1997) The Securities and Exchange Commission ("Commission") announced that on October 21, 1998 the United States District Court for the Southern District of Florida entered a final judgment of permanent injunction ("Final Judgment") and other equitable relief against Gerard Burns ("Burns"), former president of VDS Enterprises, Inc. ("VDS"), which was a publicly traded company in the environmental clean-up business. The Commission had filed its suit on September 29, 1997, seeking, as against Burns, injunctive and other equitable relief, including disgorgement, civil penalties and an officer and director bar. The Commission alleged in its complaint that Burns and VDS, by disseminating false information, fraudulently sold $2.7 million worth of VDS stock to citizens of Spain, in violation of Section 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder. The Commission further alleged that, as a control person of VDS, Burns caused VDS to fail to keep adequate books and records, in violation of Section 13(b)(2)(A) of the Exchange Act, and in certain instances, to falsify its books and records, in violation of Section 13(b)(5) of the Exchange Act and Rule13b2-1 thereunder, filed or caused to be filed with the Commission materially false and misleading information, in violation of Section 13(a) of the Exchange Act and Rules 12B-20, 13A-1, 13A-11 and 13A-13 thereunder, and made or caused to be made false statements to VDS auditors, in violation of Section 13(b)(5) of the Exchange Act and Rule 13b2-2 thereunder. In particular, the Commission alleged in its complaint that Burns provided a VDS "Business Profile" to investors which overvalued VDS' assets and shareholder equity by at least 300% and 150%, respectively, and overvalued service contracts by at least 800%. The Business Profile also misrepresented the use of stock sale proceeds, as well as Burns' background and experience, and failed to disclose his prior securities fraud conviction. The Commission further alleged in its complaint that the Form 8-K Burns filed or caused to be filed with the Commission misrepresented the value of certain VDS property and Burns' background, and failed to disclose Burns' criminal conviction as well as a $1.5 million judgment against him. The Final Judgment enjoins Burns from future violations of the antifraud provisions of the Securities Act and the Exchange Act, and enjoins Burns, when acting as a control person, from causing violations of the Exchange Act's recordkeeping provisions, from making or causing to be made false statements to auditors, and from filing or causing to be filed with the Commission false reports. In addition, the Final Judgment permanently bars Burns from acting as an officer or director of any public issuer, and orders Burns to pay a $100,000 civil penalty, disgorgement in the amount of $2,700,000, and prejudgment interest in the amount of $1,063,960.