Linda Chatman Thomsen (LT 0954)
Securities and Exchange Commission
UNITED STATES DISTRICT COURT
Plaintiff Securities and Exchange Commission ("Commission") alleges:
1. Safety-Kleen Corp. is one of the nation's leading providers of industrial waste collection and disposal services. From at least November 1998 through March 2000, Safety-Kleen's former senior executives engaged in a massive accounting fraud by materially overstating the company's revenue and earnings in periodic reports filed with the Commission and in press releases issued by the company. The defendants carried out the scheme primarily by making inappropriate quarterly accounting adjustments for the purpose of meeting Wall Street pro forma earnings expectations. The adjustments were made to multiple accounts and generally can be categorized as follows: (i) improper revenue recognition; (ii) improper capitalization and deferral of operating expenses; and (iii) improper treatment of reserves and accruals. The defendants also fraudulently recorded approximately $38 million of cash that was generated by entering into speculative derivatives transactions, further distorting the company's true financial picture.
2. Defendant Paul R. Humphreys, the former Chief Financial Officer, orchestrated and directed the fraudulent scheme. William D. Ridings, the former Controller, and Thomas W. Ritter, Jr., the former Vice President of Accounting assisted Humphreys. Each of these defendants recorded, or directed others to record, numerous adjustments that were not in conformity with Generally Accepted Accounting Principles ("GAAP"). Defendant Kenneth W. Winger, the former Chief Executive Officer, signed the company's periodic reports and knew or was reckless in not knowing that the financial statements contained in those reports were materially false and misleading. The defendants also knew or were reckless in not knowing that the company's quarterly earnings press releases were materially false and misleading.
3. By engaging in the conduct described above, (i) Safety-Kleen, directly or indirectly, violated Section 17(a) of the Securities Act of 1933 ("Securities Act") [15 U.S.C. § 77q(a)] and Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. §§ 78j(b), 78m(a), 78m(b)(2)(A) and 78m(b)(2)(B)] and Rules 10b-5, 12b-20, 13a-1 and 13a-13 [17 C.F.R. §§ 240.10b-5, 240.12b-20, 240.13a-1 and 240.13a-13] thereunder, (ii) Winger, directly or indirectly, violated Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)] and Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rules 10b-5 and 13b2-2 [17 C.F.R. §§ 240.10b-5 and 240.13b2-2] thereunder and (iii) Humphreys, Ridings and Ritter, directly or indirectly, violated Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)] and Sections 10(b) and 13(b)(5) of the Exchange Act [15 U.S.C. §§ 78j(b) and 78m(b)(5)] and Rules 10b-5 and 13b2-1 [17 C.F.R. §§ 240.10b-5 and 240.13b2-1] thereunder. Humphreys and Ridings also violated Exchange Act Rule 13b2-2 [17 C.F.R. § 240.13b2-2].
4. This Court has jurisdiction pursuant to Section 22 of the Securities Act [15 U.S.C. § 77v] and Sections 21 and 27 of the Exchange Act [15 U.S.C. §§ 78u and 78aa].
5. The Commission brings this action seeking permanent injunctions, disgorgement, prejudgment interest, civil penalties, and officer and director bars, pursuant to Sections 20(b), 20(d) and 20(e) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d) and 77t(e)] and Sections 21(d) and 21(e) of the Exchange Act [15 U.S.C. §§ 78u(d) and 78u(e)].
6. The defendants, directly or indirectly, used the means and instrumentalities of interstate commerce, or of the mails, or the facilities of a national securities exchange in connection with the acts and practices and courses of business alleged herein.
7. Safety-Kleen Corp. is a Delaware corporation with headquarters in Columbia, South Carolina. Safety-Kleen's common stock is registered with the Commission pursuant to Section 12(b) of the Exchange Act [15 U.S.C. § 78l(b)] and was listed for trading on the New York Stock Exchange until it was delisted on June 12, 2000. Safety-Kleen's fiscal year ends on August 31. On June 9, 2000, Safety-Kleen and 73 of its wholly-owned domestic subsidiaries filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code.
8. Kenneth W. Winger, age 63, at all relevant times was Safety-Kleen's President and Chief Executive Officer and a member of the Board of Directors. He resigned from the company in May 2000 and currently resides in Canada. Winger is a Canadian citizen and a chartered accountant.
9. Paul R. Humphreys, age 42, at all relevant times was Safety-Kleen's Senior Vice President and Chief Financial Officer. He resigned from the company in May 2000 and currently resides in Canada. Humphreys is a Canadian citizen and a chartered accountant.
10. William D. Ridings, age 56, at all relevant times was Safety-Kleen's Controller. His employment at Safety-Kleen ended on June 21, 2000.
11. Thomas W. Ritter, Jr., age 49, served as Safety-Kleen's Vice President of Accounting until October 1999, and then as Vice President of Analysis and Integration. His employment at Safety-Kleen ended on October 9, 2001.
STATEMENT OF FACTS
Background, Reported Financial Results and Restatement
12. In April 1998, Laidlaw Environmental Services, Inc. ("LESI") acquired Safety-Kleen Corp. after making a hostile takeover bid. Laidlaw Inc. beneficially owned approximately 44% of the merged company, which maintained the Safety-Kleen name.
13. After the merger, Safety-Kleen's management expected to achieve annual savings in the range of $100-165 million. In statements to analysts, Winger and Humphreys said that they expected the company to be at the top end of this range during fiscal 1999. However, it soon became apparent that the anticipated synergies from the merger were not being realized, and Humphreys devised a scheme to materially overstate Safety-Kleen's revenue and earnings. The fraudulent scheme, which was accomplished by using inappropriate accounting adjustments and other accounting maneuvers that were not consistent with GAAP, was designed to conceal the fact that the company was not realizing the predicted synergies and to meet Wall Street pro forma earnings expectations.
14. At the close of each quarter, Humphreys, Ridings and Ritter met to discuss the results of operations. Typically, Humphreys told Ridings and Ritter what the targeted earnings amount was, and then they jointly discussed potential accounting adjustments to help them achieve the target. Although the company had always made legitimate quarterly adjusting entries in preparing its financial statements, the magnitude and nature of the adjustments changed dramatically during fiscal 1999. As time went on, the discrepancy between the company's projected results and the actual results increased, and they made several improper adjustments each quarter to reach the earnings targets. As the table below reflects, Safety-Kleen's quarterly earnings were materially increased as a result of the accounting adjustments (i.e., the legitimate adjustments and the improper adjustments combined). In some reporting periods, the company's reported earnings were increased by more than 100%.
15. On March 6, 2000, after Safety-Kleen's Board of Directors had received information concerning possible accounting irregularities, the company announced that it had initiated an internal investigation of its previously reported financial results and certain of its accounting policies. The company also announced that Winger and Humphreys had been placed on administrative leave pending the outcome of the internal investigation.
16. On March 10, 2000, Safety-Kleen filed a Form 8-K stating that the company's independent accounting firm, PricewaterhouseCoopers LLP, had withdrawn its audit reports on the financial statements for fiscal years 1997, 1998 and 1999.
17. On July 9, 2001, Safety-Kleen filed restated financial statements for fiscal years 1997, 1998 and 1999. The company's restatement reduced net income over the three-year period by $534 million. Approximately $312 million, or 58%, of the restated net income was in fiscal 1999. Also on July 9, 2001, the company filed financial statements for fiscal 2000 reflecting a net loss of $833 million. Examples of some of the more egregious aspects of defendants' fraudulent accounting scheme are set forth below.
Improper Revenue Recognition
Contingent Contract Claims
18. During the first quarter of fiscal 1999, Humphreys directed Ridings and Ritter to record $17 million of revenue with respect to certain contracts that the company had with the U.S. Army Corps of Engineers. The revenue purportedly related to claims that the company had for cost overruns that it had experienced in connection with the contracts. However, at the time the revenue was booked, no claims had been filed with the Corps of Engineers.
19. During the second quarter of fiscal 1999, Ridings recorded an additional $10 million of revenue relating to the Corps of Engineers contracts. By the end of this reporting period, the company had submitted only $19.1 million of claims to the Corps of Engineers, substantially less than the $27 million recorded by the company.
20. The $27 million of claims revenue was booked without sufficient documentation to support the specific amounts recorded. In addition, the amount was not discounted to allow for the probability that it might not be collected in full. The company also failed to disclose the contingent nature of this revenue in its financial statements.
21. Later in fiscal 1999, the Corps of Engineers denied all of Safety-Kleen's contract claims. Nevertheless, the company failed to reduce the amounts previously recorded as revenue, and the entire $27 million remained on the company's year-end financial statements as a receivable.
22. Following the end of fiscal year 1999, Safety-Kleen retained outside counsel to review the validity of the Corps of Engineers claims, and the company received an opinion letter in December 1999. The outside law firm advised the company that some of the claims had merit and were worth pursuing through litigation, while others were less likely to succeed. Despite this legal opinion, Safety-Kleen continued to report the entire $27 million as a receivable in its financial statements for the first quarter of fiscal 2000. To date, Safety-Kleen has not received any payment from the Corps of Engineers in connection with these contract claims.
23. This recognition of revenue by Safety-Kleen was not consistent with GAAP, which state that additional contract revenue relating to claims can be recorded only if it is probable that the claim will result in additional contract revenue and the claim amount can be estimated. In addition, revenue from the claim can be recorded only to the extent of actual contract costs incurred. Some of the revenue booked by Safety-Kleen was improper because it related to claims for lost profits. All of the revenue related to these claims was reversed on the company's restated financial statements.
24. The fraudulent scheme also included improper accounting adjustments relating to the purported sale of two properties. During the first quarter of fiscal 1999, Humphreys, Ridings and Ritter recorded $1 million of revenue for each of the properties, which had been offered for sale, but were not yet sold. At the time these entries were recorded, there had been negotiations with a potential purchaser, but no contracts had been executed and no payments had been received. These accounting entries were not consistent with GAAP, and this revenue was reversed on the company's restated financial statements.
25. During the second quarter of fiscal 1999, Humphreys directed Ridings and Ritter to record an $8 million adjusting entry, purportedly to reflect the fact that a contingency in a contract to sell a landfill facility had been met. In fact, the contingency had not been triggered and no money or other consideration was ever received as a result of this contract provision. This adjustment was not consistent with GAAP, and the revenue was reversed on the company's restated financial statements.
Improper Capitalization of Operating Expenses
26. As part of the fraudulent accounting scheme, Humphreys, Ridings and Ritter improperly recorded several adjusting entries to capitalize certain operating expenses. These adjustments caused the company to materially overstate both its assets and its earnings. For example, at the end of the third quarter of fiscal 1999, they improperly capitalized approximately $4.6 million of payroll expenses relating to certain marketing and start-up activities.
27. At the close of the fourth quarter of fiscal 1999, they improperly capitalized $1.8 million of salaries and wages incurred in connection with the development and implementation of various software systems. Not only did this adjusting entry fail to comply with GAAP, it ultimately was recorded twice.
28. Also during the fourth quarter closing, pursuant to Humphreys' directions, Ridings and Ritter recorded $7.3 million of fraudulent adjustments to capitalize the tires on the company's trucks and the fuel in the tanks. Humphreys sketched these adjustments on graph paper, without any analysis or documentation to support them. He also directed Ridings and Ritter to improperly record a $7.2 million adjustment at year-end to capitalize costs associated with the placement of parts washer machines at customer sites. Humphreys, Ridings and Ritter recorded all of these capitalization adjustments in violation of Safety-Kleen's internal accounting policies.
Improper Deferral of Operating Expenses
29. During the relevant time, Safety-Kleen's Board of Directors typically met once per quarter, on the day before the company's earnings press release was to be issued. Prior to the July 6, 1999 Board meeting, Winger and the rest of the Board were informed that earnings per share for the third quarter of fiscal 1999 would be $.27. On or about July 5, Winger expressed concern that this would be a disappointment to the markets.
30. In response to Winger's concerns, Humphreys directed a senior financial manager to record a $5.2 million adjusting entry to defer expenses that had been incurred during the third quarter (in connection with incinerator shutdowns) to the fourth quarter. Also on or about July 5, Winger, Humphreys and the Chairman of Safety-Kleen's Board of Directors discussed this accounting adjustment and its impact on the company's earnings. As a result of the fraudulent accounting adjustment, the company's financial results were materially overstated.
31. On July 7, 1999, Safety-Kleen issued a press release stating that its third quarter earnings per share was $.30.
Improper Treatment of Reserves and Accruals
32. Throughout fiscal 1999, Humphreys, Ridings and Ritter created fictitious income by reducing several environmental remediation reserve accounts. During the first quarter of fiscal 2000, Humphreys and Ridings continued making similar improper accounting adjustments. All of these adjustments failed to comply with GAAP because they were made arbitrarily, with no analysis to support the reductions.
33. During the fourth quarter of fiscal 1999, Humphreys created additional fictitious income by directing Ridings and Ritter to eliminate a $7.6 million accrual that had been established to provide for management bonuses that had been earned in fiscal 1999, but were to be paid the following quarter. Humphreys' action suggested that no bonuses were going to be paid for that year. In fact, the bonuses for 1999 were paid as scheduled, and Winger, Humphreys, Ridings and Ritter each received a bonus. The bonuses constitute ill-gotten gains because they were obtained as a result of defendants fraudulently misrepresenting that Safety-Kleen had attained or exceeded certain earnings or other performance targets for fiscal year 1999.
34. At the close of the fourth quarter of fiscal 1999, Humphreys directed Ridings and another employee to record a $6.3 million revenue adjustment to account for services that had been rendered by the company during the fourth quarter, but had not yet been billed. The adjustment was improper because an accrual already existed to capture this revenue. At the close of the first quarter of fiscal 2000, Humphreys and Ridings directed another employee to record a similar $13.8 million revenue adjustment, despite their knowledge that this revenue had already been booked.
Improper Recording of Derivatives Transactions
35. Safety-Kleen's senior credit facility required the company to fix a certain percentage of its floating rate debt in order to protect against adverse interest rate moves. To comply with this covenant, Safety-Kleen entered into several interest rate swaps during fiscal years 1998 and 1999, pursuant to which the company paid a fixed interest rate and received a floating rate in return. These "plain vanilla" swaps did not generate any cash proceeds for the company.
36. Due in part to the quarterly earnings shortfalls described above, Safety-Kleen began experiencing severe cash flow problems during fiscal 1999. To help raise cash for the company, Humphreys directed the company's treasury department to begin engaging in speculative derivatives transactions.
37. During the first quarter of fiscal 1999, Safety-Kleen entered into three interest rate swaps that contained embedded options and received $3.15 million of cash as a result of the transactions. At Humphreys' direction, the cash was used to reduce interest expense.
38. On June 1, 1998, Safety-Kleen sold $325 million of high-yield, ten-year notes. Under the terms of the notes, the company had the option of calling the notes after five years. After the notes were issued, interest rates moved in a favorable direction for Safety-Kleen and the value of the call option increased significantly.
39. Several large banks were aware that the company was looking to raise cash, and they proposed that Safety-Kleen "monetize" the value of the call option. In effect, the company would give up the right to exercise the call option, and in return it would receive the current value of the option in cash. During the second quarter of fiscal 1999, Humphreys approved the proposal, which generated a total of $20.21 million of cash for the company. At Humphreys' direction, approximately $5 million of this amount was used to reduce interest expense during that quarter and the remainder was hidden in various balance sheet accounts.
40. During the third quarter of fiscal 1999, Safety-Kleen's operating results were substantially lower than expectations, and the amount remaining from the call monetization transactions ($15.29 million) was used to reduce operating expenses. To accomplish this, Humphreys directed Ritter to work with a lower-level employee to reverse the earlier balance sheet entries and decrease various operating expense accounts. The adjustments were spread across different lines of business and in different accounts to make it more difficult to detect what they were doing. These fraudulent adjustments made it appear that the company was performing better than it actually was.
41. To generate additional cash, the company continued to enter into speculative derivatives transactions during the third and fourth quarters of fiscal 1999 and the first quarter of fiscal 2000. Approximately $14.8 million of cash was received during that time. At Humphreys' direction, the cash was used to reduce interest expense, increase interest income, and reduce operating expenses.
42. Humphreys, Ridings and Ritter failed to comply with GAAP when they recorded the speculative derivatives transactions described in paragraphs 37 through 41, because the cash generated from these transactions should not have had an immediate income statement effect. Under GAAP, a liability should have been established and amortized over the life of the underlying transactions (if the transactions qualified for hedge accounting), or the transactions should have been marked to market on a quarterly basis (if they did not qualify for hedge accounting). In addition, the periodic reports that Safety-Kleen filed with the Commission were materially false and misleading because they failed to disclose that the company was entering into these transactions.
False Management Representation Letter
43. In connection with the company's fiscal 1999 audit, Winger, Humphreys and Ridings provided PricewaterhouseCoopers LLP with a management representation letter that they knew or were reckless in not knowing was materially false and misleading. Among other things, the letter falsely represented that: (i) the consolidated financial statements were fairly presented in conformity with GAAP; (ii) there were no material transactions, agreements or accounts that were not properly recorded; (iii) receivables recorded in the consolidated financial statements represented bona fide claims; and (iv) that there had been no fraud involving management or employees who had significant roles in the company's internal controls.
False Public Filings
44. As part of the fraudulent scheme, the individual defendants caused Safety-Kleen to file materially false and misleading periodic reports and a materially false and misleading registration statement with the Commission. Winger and Humphreys signed these filings, and each defendant knew or was reckless in not knowing that the filings were materially false and misleading as a result of the accounting practices described above.
45. On January 15, 1999, April 14, 1999, July 15, 1999 and January 14, 2000, Safety-Kleen filed quarterly reports on Form 10-Q with the Commission. Among other deficiencies, these quarterly reports contained financial statements that materially misstated the company's revenue, net income and earnings per share.
46. On October 29, 1999, Safety-Kleen filed an annual report on Form 10-K for the 1999 fiscal year with the Commission. Among other deficiencies, the annual report contained financial statements that materially misstated the company's revenue, net income and earnings per share.
47. On July 12, 1999, Safety-Kleen filed a Form S-4 registration statement with the Commission. Among other deficiencies, the registration statement contained financial statements that materially misstated the company's revenue, net income and earnings per share.
False Press Releases
48. As part of the fraudulent scheme, the individual defendants caused Safety-Kleen to issue materially false and misleading press releases, including the earnings press releases that were issued by the company each quarter. For example, in the company's press release announcing its operating results for the second quarter of fiscal 1999, dated March 30, 1999, Winger is quoted as saying "I am quite satisfied with the Company's acquisition integration progress. We have raised our target for cash synergy's [sic] to $165 million and expect to achieve this annualized level during the second half of this fiscal year." At the time, Humphreys, Ridings and Ritter had already begun making fraudulent accounting adjustments to boost the company's reported earnings.
49. In the company's press release announcing its fiscal 1999 operating results, dated October 5, 1999, Winger is quoted as saying "The aggressive goals that we set for the Company in fiscal 1999 were met. Dramatic cost savings were achieved." In fact, the expected savings had not materialized, the company's business was declining rapidly, the company was facing a severe cash flow problem, and Humphreys, Ridings and Ritter were inflating the company's reported financial results with fraudulent accounting adjustments.
50. Each defendant knew or was reckless in not knowing that the press releases were materially false and misleading as a result of the accounting practices described above.
Violations of Section 17(a) of the Securities Act and
(Against All Defendants)
51. Paragraphs 1 through 50 are realleged and incorporated here by reference.
52. Defendants knowingly or recklessly engaged in a fraudulent accounting scheme in which Commission filings made by Safety-Kleen, and press releases issued by the company, contained materially false and misleading financial statements and disclosures. These filings and press releases contained untrue statements of material fact concerning the company's financial condition and omitted to state facts necessary to make the statements made, in light of the circumstances under which they were made, not misleading.
53. By reason of the foregoing, defendants violated Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)] and Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder.
Violations of Section 13(a) of the Exchange Act
(Against Defendant Safety-Kleen)
54. Paragraphs 1 through 53 are realleged and incorporated here by reference.
55. Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] requires issuers to file such annual and quarterly reports as the Commission may prescribe and in conformity with such rules as the Commission may promulgate. Rules 13a-1 and 13a-13 [17 C.F.R. §§ 240.13a-1 and 240.13a-13] require the filing of accurate annual and quarterly reports that comply with the Commission's Regulation S-X, which requires that financial statements be presented in accordance with GAAP. Rule 12b-20 [17 C.F.R. § 240.12b-20] requires an issuer to include material information as may be necessary to make the required statements, in light of the circumstances under which they were made, not misleading.
56. The following periodic reports that Safety-Kleen filed with the Commission contained financial statements that were not prepared in accordance with GAAP:
57. By reason of the foregoing, Safety-Kleen violated Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder.
Violation of Section 13(b)(2)(A) of the Exchange Act
(Against Defendant Safety-Kleen)
58. Paragraphs 1 through 57 are realleged and incorporated here by reference.
59. Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. § 78m(b)(2)(A)] requires issuers to make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect transactions and disposition of assets.
60. Throughout fiscal year 1999 and the first quarter of fiscal 2000, Safety-Kleen's books, records and accounts did not accurately and fairly reflect its transactions and disposition of assets.
61. By reason of the foregoing, Safety-Kleen violated Section 13(b)(2)(A) of the Exchange Act.
Violation of Section 13(b)(2)(B) of the Exchange Act
(Against Defendant Safety-Kleen)
62. Paragraphs 1 through 61 are realleged and incorporated here by reference.
63. Section 13(b)(2)(B) of the Exchange Act [15 U.S.C. § 78m(b)(2)(B)] requires issuers to devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that, among other things, transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP.
64. Throughout fiscal year 1999 and the first quarter of fiscal 2000, Safety-Kleen did not devise and maintain an adequate system of internal accounting controls.
65. By reason of the foregoing, Safety-Kleen violated Section 13(b)(2)(B) of the Exchange Act.
Violation of Section 13(b)(5) of the Exchange Act and Rule 13b2-1
(Against Defendants Humphreys, Ridings and Ritter)
66. Paragraphs 1 through 65 are realleged and incorporated here by reference.
67. Section 13(b)(5) of the Exchange Act [15 U.S.C. § 78m(b)(5)] requires that no person shall knowingly circumvent or knowingly fail to implement a system of internal accounting controls or knowingly falsify any book, record, or account. Exchange Act Rule 13b2-1 [17 C.F.R. § 240.13b2-1] provides that no person shall, directly or indirectly, falsify or cause to be falsified, any book, record, or account subject to Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. § 78m(b)(2)(A)].
68. Defendants Humphreys, Ridings and Ritter knowingly circumvented and failed to implement internal accounting controls and knowingly falsified and caused others to falsify the company's books, records and accounts.
69. By reason of the foregoing, Humphreys, Ridings and Ritter violated Section 13(b)(5) of the Exchange Act and Rule 13b2-1 thereunder.
Violation of Exchange Act Rule 13b2-2
(Against Defendants Winger, Humphreys and Ridings)
70. Paragraphs 1 through 69 are realleged and incorporated here by reference.
71. Exchange Act Rule 13b2-2 [17 C.F.R. § 240.13b2-2] provides that no director or officer of an issuer shall, directly or indirectly, (a) make or cause to be made a materially false or misleading statement, or (b) omit to state, or cause another person to omit to state, any material fact necessary in order to make statements made, in light of the circumstances under which such statements were made, not misleading to an accountant in connection with any audit or the preparation or filing of any document or report required to be filed with the Commission.
72. Defendants Winger, Humphreys and Ridings made and caused others to make materially false and misleading statements and omissions to Safety-Kleen's auditors in connection with the audit for the fiscal year ended August 31, 1999.
73. By reason of the foregoing, Winger, Humphreys and Ridings violated Exchange Act Rule 13b2-2.
PRAYER FOR RELIEF
WHEREFORE, plaintiff respectfully requests that this Court enter a final judgment: