==========================================START OF PAGE 1====== SECURITIES AND EXCHANGE COMMISSION Washington D.C. Litigation Release No. 15032 / September 5, 1996 Accounting and Auditing Enforcement Release No. 811 / September 5, 1996 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. 8085 (DAB) (S.D.N.Y.) The Commission announced today that on August 21, 1996, Ernest W. Grendi ("Grendi"), the former chief financial officer of JWP, Inc. ("JWP"), was permanently enjoined, upon consent, from violating the antifraud, corporate reporting, books and records, and tender offer provisions of the federal securities laws, ordered to pay disgorgement, and permanently prohibited from serving as an officer or director of any public company. In a complaint filed on September 21, 1995, the Commission alleges, among other things, that Grendi knowingly or recklessly participated in a fraudulent accounting scheme, whereby he caused, directly or indirectly, the recording of fictitious, and other improper, accounting entries, the failure to record expenses properly, the overstatement of assets on the books and records of JWP and its subsidiaries, and false and misleading information to be provided to JWP's independent auditors. As a result, the Commission alleges that for its year ended December 31, 1991, JWP reported net income of $60.3 million, which was materially overstated by approximately $31.4 million; for its quarter ended March 31, 1992, JWP reported net income of $1.4 million, which was materially overstated by approximately $14.6 million; and, for its quarter ended June 30, 1992, JWP disclosed net income of $393,000, which was materially overstated by approximately $54 million. The Commission alleges that Grendi also caused JWP to report materially misstated financial results in a registration statement and Schedule 14D-1 filed with the Commission. Finally, the Commission alleges that as a result of the fraudulent accounting scheme, Grendi was unjustly enriched when he sold shares of JWP common stock that were overvalued and thereby avoided losses; when he donated shares of JWP common stock and received inflated tax benefits; and when he received a bonus from JWP which was based on the materially overstated financial results. Grendi consented, without admitting or denying the allegations contained in the complaint, to the entry of a final judgment permanently enjoining him from violating Section 17(a) of the Securities Act of 1933, and Sections 10(b), 13(a) and ==========================================START OF PAGE 2====== 14(e) of the Securities Exchange Act of 1934 ("Exchange Act") and Rules 10b-5, 13a-1, 13a-13, 13b2-1 and 13b2-2. The final - 3 - judgment also permanently prohibits Grendi from acting as an officer or director of any issuer that has a class of securities registered with the Commission pursuant to Section 12 of the Exchange Act or that is required to file reports with the Commission pursuant to Section 15(d) of the Exchange Act. Last, the final judgment orders Grendi to pay $670,872.70, representing disgorgement of losses avoided by Grendi upon the sale of JWP common stock in the amount of $502,310.70, disgorgement of the value of the bonus Grendi received in 1992 in the amount of $106,115.00, and disgorgement of the inflated tax benefits received in 1991 and 1992 of $62,447.00 resulting from donating as a charitable contribution shares of JWP common stock, plus prejudgment interest of $244,293.20. Based upon Grendi's financial inability, payment of the prejudgment interest in the amount of $244,293.20 is waived and Grendi is not ordered to pay a civil penalty. The other defendants named in the complaint, JWP, Joseph E. Grendi ("Grendi"), John K. McQuade ("McQuade"), and Philip M. McGinn ("McGinn"), previously settled the Commission's action by consenting, without admitting or denying the allegations, to the entry of a permanent injunction from violations of the antifraud, corporate reporting, books and records, and tender offer provisions of the federal securities laws. J. Grendi, McQuade and McGinn consented to be ordered to disgorge $20,787.15, $94,978.73 and $144,066.73, respectively. In addition, J. Grendi and McQuade agreed to pay a civil penalty of $17,391.00 and $75,493.50, respectively. (See Litigation Release No. 14647 for a further description of the allegations contained in the Commission's complaint and related settlements.)