U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 20418 / December 31, 2007
Accounting and Auditing Enforcement Release No. 2762 / December 31, 2007
SEC v. Joseph F. Apuzzo, Civil Action No. 07-CV-1910 (CFD) (D.Ct.)
SEC Charges Second CFO in Connection With Financial Fraud at United Rentals, Inc.
Joseph F. Apuzzo, Former CFO of Terex Corporation, Charged With Aiding and Abetting Fraudulent Scheme
The Securities and Exchange Commission announced that on December 27, 2007, it filed a complaint against Joseph F. Apuzzo, former Chief Financial Officer ("CFO") of Terex Corporation, for aiding and abetting securities law violations of United Rentals, Inc. ("URI") and Michael J. Nolan ("Nolan"), a former CFO of URI. Apuzzo is the second CFO charged in connection with the alleged violations. On December 12, 2007, the Commission filed settled financial fraud charges against Nolan.
The Commission's complaint, filed in the United States District Court for the District of Connecticut, alleges that Apuzzo aided and abetted a fraudulent accounting scheme involving two sale-leaseback transactions, carried out between 2000 and 2002 by URI, Nolan and others. The transactions were structured to improve URI's 2000 and 2001 financial results by allowing URI to recognize revenue prematurely and to inflate the profit generated from the sales. The complaint further alleges that Apuzzo substantially assisted URI and Nolan in implementing the fraudulent scheme by, among other things, signing agreements with URI that he knew or was reckless in not knowing were designed to hide URI's continuing risks and financial obligations relating to the sale-leaseback transactions, and directing or approving the issuance of inflated invoices that he knew or was reckless in not knowing URI, through Nolan and others, would use to inflate URI's gain on the transactions As a result of the fraudulent transactions, URI materially overstated its financial results in its Forms 10-K for fiscal years 2000 and 2001, as well as in other filings and public releases.
The Commission's complaint alleges, as a result of his actions, that Apuzzo aided and abetted URI's violations of Sections 10(b), 13(a) and 13(b)(2)(A) of the Securities Exchange Act of 1934 ("Exchange Act") and Rules 10b-5 and 13a-1 thereunder, and Nolan's violations of Section 13(b)(5) of the Exchange Act and Exchange Act Rule 13b2-1. As part of this action, the Commission seeks a permanent injunction prohibiting Apuzzo from future violations of the federal securities laws, an officer and director bar, disgorgement plus prejudgment interest, civil penalties, and other equitable relief.
The Commission acknowledges the assistance of the U.S. Attorney's Office for the District of Connecticut and the New Haven Field Office of the Federal Bureau of Investigation in the investigation of this matter.
The Commission's investigation is continuing.
For further information, see Litigation Release No. 20396 (December 12, 2007).