U.S. SECURITIES AND EXCHANGE COMMISSI0N Litigation Release No. 15522 / October 1, 1997 Accounting Auditing Enforcement Release No. 974 / October 1, 1997 SECURITIES AND EXCHANGE COMMISSION v. JEFFREY P. SUDIKOFF, EDWARD CHERAMY AND RUDY WANN, Civil Action No. CV-97-7207 AAH (RCX) (C.D.Cal.) The Securities and Exchange Commission ("Commission") announced the filing of a Complaint on September 30, 1997, against two former officers of IDB Communications Group, Inc. ("IDB"), a telecommunications company formerly headquartered in Los Angeles, California, for securities fraud for falsely overstating IDB's 1994 first quarter earnings and engaging in insider trading. The Commission's Complaint also names as a defendant a third former IDB officer, charging him with securities fraud for falsely overstating IDB's earnings. The Complaint was filed in Federal Court in Los Angeles. The defendants in the Commission's action are: * Jeffrey P. Sudikoff ("Sudikoff"), age 41, IDB's former Chairman and Chief Executive Officer, who resides in Los Angeles, California * Edward Cheramy ("Cheramy"), age 53, IDB's former President, who resides in Jackson Hole, Wyoming * Rudy Wann ("Wann"), age 40, IDB's former Chief Financial Officer, who resides in Los Angeles, California The Commission's Complaint alleges that Sudikoff, Cheramy and Wann fraudulently inflated IDB's 1994 first quarter earnings from $9 million to $15 million, an overstatement of 66%, so that IDB's earnings would meet analysts' projections. Sudikoff, Cheramy and Wann then publicly disseminated these overstated earnings in a press release and a Form 10-Q quarterly report filed with the Commission. The Complaint further alleges that Sudikoff, Cheramy and Wann concealed the fraud by fabricating documents, knowingly making false adjusting entries on IDB's books and records in circumvention of IDB's internal controls and lying to IDB's independent auditors. The Complaint alleges that by this conduct, Sudikoff, Cheramy and Wann violated the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b- 5 thereunder, the reporting provisions of Section 13(a) of the Exchange Act and Rules 12b-20 and 13a-13 thereunder, the books and records provisions of Section 13b-5 of the Exchange Act and Rule 13b2-1 under the Exchange Act, and the lying to auditors provision of Rule 13b2-2 under the Exchange Act. Moreover, the Complaint alleges that Sudikoff and Cheramy engaged in insider trading by selling large blocks of IDB stock in March 1994 and May ======END OF PAGE 1====== 1994 while in possession of material, nonpublic information that IDB's first quarter earnings would not meet analysts' projections and that the announced $15 million earnings had been materially overstated. The Complaint alleges that Sudikoff and Cheramy avoided losses of $649,000 and $2,212,500, respectively, from their unlawful trading. The Complaint also alleges that Sudikoff tipped material, nonpublic information concerning IDB's 1994 first quarter earnings overstatement to his parents, who then sold IDB stock in May 1994 and avoided losses totalling $21,382. The Complaint alleges that by this conduct, Sudikoff and Cheramy committed securities fraud in violation of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Additionally, the Complaint alleges that Sudikoff failed to report his sales to the Commission and that Cheramy failed to report his sales in a timely manner in violation of the stock sale reporting provisions of Section 16(a) of the Exchange Act and Rule 16a-3 thereunder. The Commission's Complaint, filed in the United States District Court for the Central District of California, seeks permanent injunctions, civil penalties, and officer and director bars against Sudikoff, Cheramy and Wann. The Complaint also seeks from Sudikoff disgorgement of the losses avoided by Sudikoff and his parents for their unlawful insider trading, plus prejudgment interest. The Complaint further seeks disgorgement of the losses avoided by Cheramy from his unlawful insider trading, plus prejudgment interest. Also on September 30, 1997, the Commission instituted and settled cease-and-desist proceedings against Mary Brennan, IDB's former Vice President/Controller, and Philip McInnes, IDB's former Vice President of International Sales. Brennan and McInnes consented to the entry of Orders by the Commission, without admitting or denying the Commission's findings. The Commission's Orders find that Brennan made false adjusting entries on IDB's books and records and that McInnes fabricated documents in furtherance of IDB's scheme to fraudulently inflate its 1994 first quarter earnings. The Commission's Orders find that, by this conduct, Brennan and McInnes committed violations of the books and records provisions of Section 13(b)(5) of the Exchange Act and Rule 13b2-1 thereunder, and that Brennan caused violations of the books and records provisions of Section 13(b)(2)(A) of the Exchange Act. ======END OF PAGE 2======