==========================================START OF PAGE 1====== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. LITIGATION RELEASE NO. 15215 / January 16, 1997 ACCOUNTING AND AUDITING ENFORCEMENT RELEASE NO. 870 / January 16, 1997 SECURITIES AND EXCHANGE COMMISSION v. ROSS FREITAS AND EUGENE D. DERRY (United States District Court for the District of South Carolina, Spartanburg Division, Civil Action No. 7:95-340-3, filed February 8, 1995) The Securities and Exchange Commission ("Commission") announced that on January 9, 1997, the Honorable G. Ross Anderson, Jr. entered a Final Judgment of Permanent Injunction as to Eugene D. Derry ("Derry"). The Final Judgment enjoins Derry from violations of the antifraud, beneficial ownership, and reporting and recordkeeping provisions of the federal securities laws. Derry consented to the Final Judgment without admitting or denying the allegations of the Commission's complaint. The Complaint alleged that Derry, as president of Ross Cosmetics Distribution Centers, Inc. ("RCDC"), engaged in a scheme to prevent full disclosure of related party transactions and control of RCDC. RCDC, which changed its name to Tristar Corp. in 1993, manufactures, markets and distributes "knock off" cosmetics and fragrances. Specifically, the Complaint alleged that, to effectuate the scheme, Derry signed annual reports on Form 10-K that contained false and misleading information or omitted to disclose material information concerning the undisclosed beneficial ownership of 65 percent of RCDC stock and control of RCDC's principal supplier by members of two families from Dubai, United Arab Emirates (the "Dubai Group"). Additionally, in furtherance of the fraudulent scheme, the Complaint alleged that Derry issued a false credit memo that increased RCDC's net income by 145 percent for RCDC's fiscal year ended August 31, 1987. The intent and effect of the false credit memo was to raise RCDC's net income to a level that would prevent the National Association of Securities Dealers from delisting RCDC stock from the NASDAQ. The Complaint also alleged that Derry made false and misleading statements to RCDC's independent auditors in connection with the false credit memo and control of the shares issued to the Dubai Group. The Complaint further alleged that Derry failed to disclose timely his indirect beneficial ownership of the shares owned by the Dubai Group. On February 22, 1994, a federal Grand Jury indicted Derry on charges that included conspiracy, securities fraud, making false statements, mail fraud and wire fraud. U.S. v. Ross Cosmetics ==========================================START OF PAGE 2====== Distribution Centers, Inc., et al., Crim. No. 7:94-214 (D.S.C., Spartanburg Division). On July 12, 1996, Derry pled nolo contendere to a one count information alleging a violation of - 2 - Section 13(d) of the Securities Exchange Act of 1934. Derry was sentenced to five years of unsupervised probation, which was terminated upon the payment of a $500,000 fine. On April 3, 1995, Judge Anderson entered a Final Judgment of Permanent Injunction and Other Equitable Relief as to Ross Freitas enjoining him from violations of the antifraud, beneficial ownership, reporting and recordkeeping provisions of the federal securities laws. Freitas had consented to the entry of the Final Judgment without admitting or denying the allegations in the Commission's Complaint.