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        UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Litigation Release No. 15274 / March 5, 1997

Accounting and Auditing Enforcement
Release No. 893 / March 5, 1997

SECURITIES AND EXCHANGE COMMISSION v. SIMON M. ROSENFELD, TERRY
D. KOCHANOWSKI, AND JOHN F. YAKIMCZYK  97 Civ. 1467 (RPP) 
U.S.D.C., S.D.N.Y.

The Commission filed a civil complaint in the United States
District Court for the Southern District of New York against
Simon M. Rosenfeld and Terry D. Kochanowski, the former president
and vice-president, respectively, of Synpro Environmental
Services, Inc. (f/k/a Sherwood Corporation), and John F.
Yakimczyk, a stockbroker.

The Commission's Complaint alleges that, from 1991 through 1994,
Rosenfeld and Kochanowski engaged in a fraudulent scheme to
falsely inflate the value of Synpro common stock and to evade the
registration requirements of the federal securities laws. The 
Complaint alleges that, as part of this scheme, Rosenfeld and
Kochanowski, in Synpro's periodic reports filed with the
Commission, as well as in a registration statement, overstated
the value of Synpro's assets and shareholder's equity, failed to
disclose related party transactions, and made various other
material misrepresentations and omissions. The Complaint also
alleges that this fraudulent scheme involved an unregistered
distribution of Synpro common stock purportedly issued pursuant
to Regulation S through foreign shell companies controlled by
Rosenfeld. Moreover, the Complaint alleges that Rosenfeld and
Kochanowski engaged in activities intended to condition the
market for Synpro common stock, including the making of
undisclosed stock payments to Yakimczyk as compensation for his
efforts to solicit his public customers to purchase Synpro common
stock in the open market. The Complaint further alleges that
Yakimczyk failed to disclose these stock payments to his
customers.

The Complaint seeks permanent injunctive relief against:
Rosenfeld for violations of Sections 5(a), 5(c) and 17(a) of the
Securities Act of 1933 ("Securities Act") and Sections 10(b),
13(a), 13(b), and 13(d) of the Securities Exchange Act of 1934
("Exchange Act") and Rules 10b-5, 10b-6, 12b-29, 13a-1, 13a-13,
13b2-1, 13b2-2, and 13d-1 thereunder; Kochanowski for violations
of Sections 5(a), 5(c) and 17(a) of the Securities Act and
Section 10(b) of the Exchange Act and Rules 10b-5 and 10b-6
thereunder; and Yakimczyk for violations of Section 17(a) of the
Securities Act and Section 10(b) of the Exchange Act and Rule
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10b-5 thereunder. The Complaint also seeks disgorgement and civil
penalties against all of the defendants, as well as officer and
director bars against Rosenfeld and Kochanowski.