-------------------- BEGINNING OF PAGE #1 ------------------- SECURITIES AND EXCHANGE COMMISSION Washington D.C. Litigation Release No. 14647 / September 21, 1995 Accounting and Auditing Enforcement Release No. 715 / September 21, 1995 SECURITIES AND EXCHANGE COMMISSION v. ERNEST W. GRENDI, JOSEPH E. GRENDI, JOHN K. MCQUADE, PHILIP M. MCGINN and EMCOR GROUP, INC. (formerly known as JWP, INC.), 95 Civ. 8685 (DAB) (S.D.N.Y.) The Securities and Exchange Commission announced today that it filed a civil injunctive action in the United States District Court for the Southern District of New York charging a company and four of its former senior officers with engaging in a fraudulent accounting scheme to overstate materially the company's net income and assets. Named in the complaint were: EMCOR Group, Inc. (formerly JWP, Inc.) ("JWP") was a world-wide technical services company, with its headquarters in Purchase, New York, specializing in facility and information systems. During the time of transactions and events alleged in the complaint, JWP's common stock was registered with the Commission and was traded on the New York Stock Exchange. JWP sought bankruptcy protection in December 1993. It emerged from bankruptcy in December 1994 and since then has been conducting business under the name EMCOR Group, Inc. Ernest W. Grendi ("E. Grendi"), age 49, was JWP's chief financial officer ("CFO"), executive vice-president and a member of its board of directors during the time of transactions and events alleged in the complaint. E. Grendi was relieved of his duties as CFO in August 1992 and, in October 1992, he resigned from JWP's board of directors. E. Grendi is a certified public accountant. Joseph E. Grendi ("J. Grendi"), age 55, was employed by JWP during the time of transactions and events alleged in the complaint and held a number of officer positions at JWP's subsidiaries. J. Grendi's employment was terminated in October 1992. J. Grendi is E. Grendi's brother and is a certified public accountant. John K. McQuade ("McQuade"), age 52, was JWP's senior vice president of finance during the time of transactions and events alleged in the complaint until March 1992, when he became chief operating officer of JWP's Information Services Division. McQuade's employment was terminated in February 1993. McQuade is a certified public accountant. Philip M. McGinn ("McGinn"), age 45, was JWP's controller during the time of transactions and events alleged in the complaint. McGinn resigned from JWP in October 1994. McGinn is a certified public accountant. The Commission's complaint alleges, among other things, that E. Grendi, J. Grendi, McQuade, McGinn and JWP (collectively, "Defendants") engaged in a variety of improper accounting practices designed to inflate JWP's net income in its financial -------------------- BEGINNING OF PAGE #2 ------------------- statements for the year ended December 31, 1991 and the quarters ended March 31, 1992 and June 30, 1992. These financial statements were contained in an annual report, quarterly reports, a registration statement and a Schedule 14D-1, all of which were filed with the Commission. As a result, the complaint alleges violations of the antifraud, corporate reporting, corporate record keeping and tender offer fraud provisions of the federal securities laws. The Defendants allegedly each knowingly or recklessly participated in this fraudulent accounting scheme by recording or directing others to record improper and unsupported accounting entries that materially overstated JWP's net income. Among other things, the complaint alleges that the Defendants, in contravention of generally accepted accounting principles, made fictitious entries to record assets and income, kept overvalued assets on the books and records, treated improperly acquisition costs incurred and failed to record expenses incurred. According to the Commission's complaint, as a result of the fraudulent accounting scheme: (1) for its year ended December 31, 1991, JWP reported in its filings with the Commission net income of $60.3 million, when JWP's net income was not more than $28.9 million; (2) for its quarter ended March 31, 1992, JWP reported in its filings with the Commission net income of $1.4 million, when it should have reported a net loss; and (3) for its quarter ended June 30, 1992, JWP first disclosed in a public announcement net income of $393,000, then reported in its filing with the Commission net losses of $48.8 million, when JWP suffered a total loss of $54 million for the quarter. In the complaint, the Commission seeks a final judgment permanently enjoining E. Grendi from violating Section 17(a) of the Securities Act of 1933 ("Securities Act"), Sections 10(b), 13(a) and 14(e) of the Exchange Act of 1934 ("Exchange Act") and Rules 10b-5, 13a-1, 13a-13, 13b2-1 and 13b2-2 thereunder. In addition, the Commission seeks disgorgement from E. Grendi in the amount of $869,473, plus prejudgment interest, and civil penalties. The complaint also seeks an order that E. Grendi be permanently 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, or that is required to file reports pursuant to Section 15(d) of the Exchange Act. The Commission also seeks a final judgment permanently enjoining J. Grendi, McQuade and McGinn from violating Section 17(a) of the Securities Act, Sections 10(b) and 14(e) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder and an order requiring each to pay disgorgement in the amount of $17,391, $75,494 and $115,138, respectively, plus prejudgment interest thereon. The Commission seeks an order requiring J. Grendi and McQuade to pay civil penalties. Finally, the Commission seeks a final judgment permanently enjoining JWP from violating Section 17(a) of the Securities Act, Sections 10(b), 13(a), 13(b)(2) and 14(e) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1 thereunder. Simultaneous with filing of the complaint, J. Grendi, McQuade and McGinn each consented, without admitting or denying the allegations in the complaint, to the issuance of a final judgment permanently enjoining each of them from violations of Section 17(a) of the Securities Act, Sections 10(b) and 14(e) of the Exchange Act, and Rules 10b-5 and 13b2-1 thereunder. J. Grendi, McQuade and McGinn each also consented to be ordered to disgorge $20,787.15, $20,737.80 and $51,087.88, respectively, representing the bonus each received in 1992, which was based, in part, on JWP's materially overstated 1991 net earnings, plus prejudgment -------------------- BEGINNING OF PAGE #3 ------------------- interest thereon. McQuade and McGinn each also consented to disgorge an amount representing losses avoided on his sale of shares of JWP common stock, plus prejudgment interest thereon, while in possession of material, nonpublic information that JWP was reporting overstated net income, in the amounts of $74,240.93 and $92,978.85, respectively. Finally, J. Grendi agreed to pay a civil penalty of $17,391.00, and McQuade agreed to pay a civil penalty of $75,493.50. JWP also consented, without admitting or denying the allegations in the complaint, to the issuance of a final judgment permanently enjoining it from violations of Section 17(a) of the Securities Act, Sections 10(b), 13(a), 13(b)(2) and 14(e) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1 thereunder. The litigation is pending against E. Grendi.