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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF PUERTO RICO UNITED STATES OF AMERICA v. SAM P. WALLACE COMPANY, INC.
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)

Criminal No. Violations:

.g 3 ..00 3 '-I (P{d)
31 U.S.C. §1059(1) 15 U.S.C. §78m(b) (2)(A) 15 U.S.C. §78ff (a)

) )
)

INFORMATION The United States Attorney charges: COUNT 1 (1) At all times relevant herein the defendant,
(

SAM P.

WALLACE COMPANY, INC., a corporation organized and existing under the laws of the State of Texas, was engaged, directly and through its subsidiary corporations, in the business of mechanical, electrical and civil construction in the United States and overseas. (2) On or about November 3, 1980, the defendant, SAM P.

WALLACE COMPANY, INC., through certain of its officers and employees, did knowingly and willfully cause to be transported on one occasion a certain monetary instrument in excess of $5,000,; that is, a bearer check drawn upon the Royal Bank of Canada, located in Hato Rey, in the District of Puerto Rico, and payable in United States dollars in the amount of $275,000., from San Juan, Puerto Rico, a place within the United States, to Georgetown, Grand Cayman, a place outside the United States,

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C.F.R. Sections 103.23(a) and 103.25(b), and that this said violation was willfully committed in furtherance of the commission of a violation of another federal law, that is, Title 15, United states Code, Section 78dd-1(a) (1) and (3), the corrupt payment of a bribe in the aggregate amount of $1,391,000. to John H. O'Halloran, then chairman of the Trinidad and Tobago Racing Authority, in order to obtain and retain a cont~act to construct the grandstand and receiving building portion of the Caroni Racetrack Project in Trinidad, all in violation of Title 31, United States Code, Section 1059 and 31 C.F.R. Section 103.49.

COUNTS 2-4

(1)

The allegations in paragraph

(1) of Count 1 of this

Information are realleged. (2) On or about March 31, 1981, in the District of Puerto

Rico, defendant SAM P. WALLACE COMPANY, INC., an issuer with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, 15 U.S.C. 78l, aided and abetted by certain of its officers and employees, caused the Sam P. Wallace & Co. of P.R., Inc., a wholly owned subsidiary of the defendant SAM P. WALLACE COMPANY, INC., and whose earnings are consolidated in the financial reports of the defendant SAM P. WALLACE COMPANY, INC., to fail to keep books, records and accounts, which, in reasonable detail, fairly reflected the

I

following transactions and dispositions of $1,391,000. of the

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assets

of the

defendant other

SAM P. WALLACE false books,

COMPANY,

INC.,

by the for in

creating, following

among

records

and accounts,

fictitious

purchase

orders

to purported

suppliers funds

the purpose order to pay

of concealing a bribe

the withdrawal

of corporate to John

in the aforesaid and Tobago

amount

O'Halloran,

Chairman

of the Trinidad

Racing

Authority.

COUNT 2 3

FALSE

RECORD Order Order Order

AMOUNT $342,000 $450,000 $599,000

PURPORTED Carribean Atlantic

SUPPLIER Company

Purchase Purchase Purchase All

Contracting Supply

Company

4

B.J. Pyron States

& Co., Inc.
Section 78ff(a).

in violation

of Title

15, United States

Code,

78m(b) (2) (A) and Title

15 United

Code,

Section

ATTORNEY

PETER B. CLARK, Trial Attorney United States Department of Justice Fraud Section Criminal Division

~13~

CERTIFIED

COpy OF CORPORATE RESOLUTION OF SAM P. WALLACE COMPANY, INC.

I, JAMES S. RABER, in my official capacity, hereby certify that I am the duly elected and qualified Secretary of SAM P. 14ALLACE COMPANY, INC., a corporation duly organized and existing under the laws of the State of Texas; that at a meeting of the Directors of said corporation, duly and regularly convened and held on the 15th day of February, 1983, at which a quorum for the transaction of business was present and acting throughout, the following Resolutions were adopted, and are still in force and effect, and appears as follows in the minutes of said meeting: RESOLUTION "WHEREAS, the Board of Directors of Sam P. Wallace Company, Inc. (1I~lallacell) has been advised by its various counsel that, as a result of investigations having been conducted by Federal Grand Juries empaneled in the District of Columbia and in the District of Puerto Rico, the United States of America (the IIGovernment") intends to request the return of a true bill of indictment against Wallace and others, for alleged multiple felony violations; and WHEREAS, such counsel have further advised the Board of Directors of Wallace that, in lieu of requesting the return of such indictment, the Government will enter into a Plea Agreement under which Wallace will plead guilty to charges to be specified in a Felony Information, a copy of which Plea Agreement and proposed Felony Information are attached to these minutes as an exhibit; and WHEREAS, the Board of Directors of Wallace has carefully and thoroughly considered counsels' advice, the potential time and cost of defending charges under an indictment even if such defense were to be successful, the possible effect of a plea of guilty to the Felony Information described above and attached hereto upon Wallace's business activities, client relationships, and certain pending claims, as well as the time, effort and attention that would be required by Wallace's senior management and other Wallace personnel to properly defend Wallace's interests under an indictment and upon a trial thereof and at the same time manage the conduct of Wallace's business; and WHEREAS, the Board of Directors of Wallace has considered and recognizes the patent inequity to Wallace and all of its shareholders of being called upon either to expend substantial time and money in the defense of charges resulting from transactions

·.
which were contrary to Wallace's written policies and procedures, and were therefore unauthorized, and which were undertaken without the knowledge or consent of Wallace's majority shareholder or its present management and directors, after said persons have assisted the Government in its investigation into alleged activities of one or more former employees, or in the alternative to expend lesser sums which are nevertheless substantial to achieve a negotiated settlement to dispose of the issues now pending; and WHEREAS, the Board of Directors of Wallace has carefully considered its fiduciary responsibility to all shareholders, and in reaching its decision has sought to determine the best interests of all shareholders in the long term; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Sam P. Wallace Company, Inc. ("Wallace") that it is in the best interest of this corporation to terminate the matter which has been under investigation by Federal Grand Juries for almost eighteen (18) months. RESOLVED FURTHER, that this Board of Directors authorizes Robert V. Peaslee, Chairman of the Board and Chief Executive Officer, Robert L. Marwill, President and Chief Operating Officer, or James S. Raber, Secretary, acting singly, to execute, on behalf of Wallace and not as his personal act, the Plea Agreement which ;s attached to these minutes as an exhibit, and, on behalf of Wallace and not as his personal act. to enter pleas of guilty to the charges which are set forth in the proposed Felony Information attached to these minutes as an exhibit.
II

I further certify that the foregoing Resolutions are not contrary to any pro-

vision in the Charter or Bylaws of this corporation. IN WITNESS WHEREOF, I have hereunto affixed my name as Secretary and have caused the Corporate Seal of SAM P. WALLACE COMPANY, INC. to be hereto affixed this 15th day of February, 1983.

~TARY

(CORPORATE SEAL)

PAGE 2

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STATE COUNTY

OF TEXAS OF DALLAS

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)(

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SS:

On this 15th day of February, 1983, before me personally appeared JP~ES S. RABER, to me personally known, who, being by me duly sworn, said that he is Secretary of SAM P. WALLACE COMPANY, INC.; that said instrument was signed this day on behalf of said corporation by authority of its Board of Directors; and he acknowledged that the execution of the foregoing instrument was the free act and deed of said corporation.

My Commission Expires: December 15, 1984.

PAGE 3

15175;

United States of America vs.

\

United S" \;tes District Court
L ..:!t:§ _PI~'1~10 _9F_Pl.!_l'~_ R.:£~
OOCKETNo.~1

for
J

OHENDANT

L SAM P. I.JAI.lACE, 11'!C., represented

miberc FeasJ:ee, -cJ:m:i.:rman of the Boc>.rdl
AND

by

Cr. 83-0034 ORDER
L"IV

JUDGMENT

PROBATION/COMMITMENT

. 23 1983
clc~ir\·d In

3
~t2L..J
~
FINDING & JUDGMENT SENTENCE OR PROBATION ORDER

1n pr('I(~nC" of 1I1C auornev for I Ill' government the the rlclcnd'ln' appeared In person on Ihi, d.ltl'
COUNSEL However thu court advlsed defendant of rif.thl 10 ,0110501 and asked whether have counset annolntcd by Ihe COlin and I/Il' ch::fe-ndMII ntcrcupcn walvod asststance

VEA"

L__j WITHOUT

dcfundant of counsol.

JL; WITH COUNSEL

t..J'!.d®

_]e.§.t.... 2.eg.ld .1, .Ee:ff~_a!ld l-Th~t..Q ~am:LagQ_ 'Il1l~l.Q!l.gS __
[Name of
('c)UO'icl)

J

GUILTY, and the court heing ~ati5fied that there is i1 f;,ctual 11,,,i, for the pie",
L___j

l__j

NOLO CONTENDERE,

I_____J NOT GUILTY
'i"'j

NOT GUILTY.

Dufend,llll

i..discharged
"

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'-!;'

'I

There bring"

finding/verdict

of

{

'-----l GUILTY.

I)llIl'nd,l1lt

h,l' been convicted ,I; charged of the ot lcnvutv] r.1 foreign transpor t of ~i:)~t:~ tnstrimem; in excess of $5,000. 00 ~·7ithoutfiling required report and C!isposi~"Qf ~!?'!;!~" by creating fictitioL1S... .~SQrds and accounts in order to J;trib.~.cbai.nJru'icir·ilie'Td,~.ad ,'!'obago ' r Racing Authority in violation 'of Title 31 USC~ 1059j 31 CFR~ 1<TI ;:3.'it'Th 15 USC .49 ~ 7&n(b) (2) (A) and § 73ff(a).

~:~ . ~ ',-

<_

,

Tht! court .t~kc(1 whether defendant hac' il:1l\'rhinr. IIJ s.rv why judgment ~hnuld nol be pronounced. BCC,HJSCn·) ~unit..il:1I1 1...IU'tC hI the l.mtr,"\, was r.hnwn. or .IPP{~.II"I!(Ito 'lit ((IIHI, the t/>lHI artil1dgt~d the defend ..nt nullrv ,I' chjlr\;r.d and convicted .1nd ordered that: T.lJ"""';,J'4IIAl.1..IQJ_',, I... )U.".. ....... ·_w.Lw ....,L.w...l~\,l,I, ... ~J. .. w.: .. IJ.. l... .... .bi. ••I.. ~W'''''~w.·g.l;,I,:_·~l iJ ..1J,j-..:J" Q,r....i""~ l.h'."'lr.U.~lo:JlJ.!Q.i,-I~ci.I.~.Lo';. .. _

~:..y,w~~..l.::..~'"'....

It is adjudged in Criminal Case liro. 83-0036., that the corporation SamP. vJallace, Inc. i~ hereby ordered to pay a fine in the amotmtof ~530, 000,00 to the Treasury of the United States.

SPECIAL CONDITIONS OF

PRORATION

ADilrnONlll
CONDII'IONS

OF PRIlBATION

--------------------------------------_.--------_.--------------------court orders commitment to the custody of the Attorney Gener.il arul recommends,
Till'
II

In ••,ldi'I'HI III OW "i'('~·I.d ~"II~:i!i'in·. III pl!lh,tli!~u 1111IHI',l'd ,I !,. -ve , II i~ h"I\'ln rr:H!I\~' ..id,' ,1\ Ihi .. i~".IJ~I!Il·llt i'" lI;qli'·II:d. 1 lu- .mu t m.rv I !1,;r'.~I~ the r oudu.r.u.utv tltuc dllf'iIl.t: the pl't1h"ljll:1 I'I'ri'~d ,II' wlthln .1 m.rxlmuurl'"ll;rtion IH'liI,,1 pr:1iI.llill1l It~I.\ vi'JI,lli'.11I (I{.IIl:rl,;~,III!II1\: thu pr('.b.)1i.1l1 I'(·riod.

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,1/1./o':,"! 1I•.t! Ihl' l:r'lll, r ,rllItIHllIllIU" ,,f pl c, lt.uion. reduce or uxtcnd the 1\\,:' ,,'(,.H'; ncrtuitled bv I.wo.IlI,I\,

(.If prnlt,lIifln '.\'\ our \'111lit.;' ped\lu vi plnl),llioll, .11101.11 ls-in- ,I w.maut ,II:,J 1(:\'01,.,('

i~011/('1'('11

lhJI

111\: Ut'/J...

deilV~'1

COMMITMENT RECOMMEN·
DATION

SIGNED BY
~ U,S. Ohtric;.l Judga

L.__j

U.S. Maglstra\o

r.

,.'

·
IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF PUERTO RICO UNITED STATES OF AMERICA v. ALFONSO A. RODRIGUEZ
)
) )
)

Criminal No. 83-

o o if'! :r P

) )

Violation: (15 U.S.C. 78dd-l(a) t·l) and (3): Bribery of ;~:,. _ Foreign Officials] Y2~/.:.
~8.·

INFORMATION The United States Attorney charges: COUNT ONE 1. At various times material hereto, defendant ALFONSO A.

RODRIGUEZ was president of Sam P. Wallace & Co. of P.R., Inc., president of Sam P. Wallace Overseas Corporation and executive vice-president and a director of Sam P. Wallace Company, Inc. 2. At all times material hereto, Sam P. Wallace Company,

Inc. was a Texas corporation with principal offices in Dallas, Texas, and was engaged in, among other things, the business of mechanical and industrial contracting in the United States and overseas. 3. At all times material hereto, Sam P. Wallace & Co. of

P.R., Inc. and Sam P. Wallace Overseas Corporation, wholly owned subsidiaries of Sam P. Wallace Company, Inc., were corporations licensed under the laws of the Commonwealth of

Puerto Rico and the State of Texas, respectively, and were engaged in, among other things, the business of mechanical and industrial contracting in Puerto Rico and overseas.

-2-

4.

At all times material hereto, the Trinidad and Tobago

Racing Authority was an agency of the government of the Republic of Trinidad and Tobago and was an instrumentality of the Trinidad and Tobago government as that term is used in 15 U.S.C.78dd-l{a). 5. At all times material hereto, John H. Q'Halloran was

the chairman of the Trinidad and Tobago Racing Authority and was a foreign official as that term is defined in 15 U.S.C. 78dd-l{b) • 6. At all times material hereto, Sam P. Wallace Company,

Inc. had a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, 15 U.S.C. 781{g), and was an issuer as that term is used in 15 U.S.C. 78dd-l. 7. On or before January 14, 1980, defendant ALFONSO A.

RODRIGUEZ agreed to pay to Chairman John H. O'Halloran a bribe in connection with the award to Sam P. Wallace Company, Inc. of a contract from the Trinidad and Tobago Racing Authority to construct the grandstand and receiving building portion of a proposed facility known as the Caroni Racetrack Project. 8. On May 5, 1980, Sam P. Wallace Company, Inc., through

its subsidiary, Sam P. Wallace Overseas Corporation, entered into a contract with the Trinidad and Tobago Racing Authority to construct the grandstand and receiving building portion of the Caroni Racetrack Contract.

r ... ~

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9.

Between August 21, 1980 and March 3, 1981, defendant

ALFONSO A. RODRIGUEZ caused the preparation of six checks, drawn on an account of the Sam P. Wallace & Co. of P.R., Inc., at the Royal Bank of Canada branch in Hato Rey, Puerto Rico, for the purpose of withdrawing funds of Sam P. Wallace & Co., of P.R., Inc. in the aggregate amount of $1,391,000 in order to pay the agreed upon bribe to Chairman John H. O'Halloran. These checks, which bear the following numbers and which were drawn on the following dates and in the following specified amounts, were payable to the following entities:

Date 8/21/80 11/3/80 11/20/80 1/2/81 1/27/81 3/3/81 10.

Check No. 44246 45400 45706 46361 46770 47434

Amount $342,000 $275,000 $305,000 $175,000 $205,000 $ 89,000

Entitl Caribbean Contracting Company Atlantic Supply Company B.J. Pyron & Company, Inc. Atlantic Supply Company B.J. Pyron & Company, Inc. B.J. Pyron & Company, Inc.

On or about the following specified dates, in the

District of Puerto Rico, defendant ALFONSO A. RODRIGUEZ, aided and abetted by others, used, and caused to be used, means and instrumentalities of interstate commerce, that is, interstate and foreign bank processing channels, to transfer for collection the following specified checks of Sam P. Wallace & Co. of P.R., Inc., between the specified venues, corruptly in furtherance of an offer, payment, promise to pay and authorization of the payment of money to: (a) a foreign official, that is John H. O'Halloran; and

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(b) persons, that is Caribbean Contracting Company, Atlantic Supply Company or B.J. Pyron & Co., Inc., while knowing that all or a portion of such money would be offered, given, promised, directly or indirectly to foreign official John H. O'Halloran, for the purpose of influencing the acts and decisions of John H. O'Halloran in his official capacity and inducing him to use his influence with the Trinidad and Tobago Racing Authority so as to affect and influence the acts and decisions of the Trinidad and Tobago Racing Authority in order to obtain and retain business for Sam P. Wallace Company, Inc. and its subsidiaries:

Date 9/8/80 11/25/80 12/9/80 2/23/81 2/10/81 3/30/81

From Toronto, Canada Georgetown, Grand Cayman Panama City, Panama Georgetown, Grand Cayman Panama City, Panama Panama City, Panama

Destination San Juan, Puerto Rico San Juan, Puerto Rico San Juan, Puerto Rico New York, New York San Juan, Puerto Rico San Juan, Puerto Rico

Check Amount $342,000 $275,000 $305,000 $175,000 $205,000 $ 89,000

All in violation of Title 15, United States Code, Section 78dd-1 (a)(1) and (3) and Title 15, United States Code, Section 78ff (c)(2)•

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UNITED

~

') WSA/;;)
ATTORNEY

....,
~.

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PETER B. CLARK United States Department of Justice Fraud Section Criminal Division

MICHAEL L. FAYAD United States Department of Justice Fraud Section Criminal Division

United States of America vs.

United· States District Court
~
I
DOCKET NO.

~ ~L..

L..AlfQ!1..§.Q.. A!,_ RodJ::;..u€L?

1-

'wi
..

for

1/

:

I

Cr. 83-044-1 (JP)

.

- JUDGMENT AND PROBATiON/COMMI·TME·NT ... .
,

ORDER
DAY

'A024S(9821

.

In the presence of the attorney for the government the defendant appeared in person on this date

--------------1--

YEAR

19, 1983

COUNSEL

-----r

V 'r'Tt
~

L-..J WITHOUT COUNSEL

r-.UNSfl
'~
.~.

\\ l

.
of

PLEA

O:~JIlTYt.~andt . court being satisfied that th'ilre is <I fact al basis for the plea,

t"~,¥,,

,/'

\
FlNDlttG & JUDGMENT

"There being a f nding/verdict

It

{

L--l NOT GUILTY. Defendant

is discharged

D~f~ndant his been convicted

bribery of foreign officials re: inbe~state commerce, in violation of Title 15, United States Code, Section 78dd-1(a) (1) and (3) and Title 15, United States Code, Section 78ff(c) (2), as charged in only count of indictment.

\.

f

l__j GUILTY. as charged of the offense(s) of

The court asked whether defendant had anything to say why judgment should not be pronounced. Because no sufficient cause to the contrary was shown, or appeared to the court, the court adjudged the defendant guilty as charged and convicted and ordered that:...:r.fte-deN!PIOeM-ios

~~~~mm~~~~H~~m~~~~Mm~~~M~~~M~~~~~~M~~~-----------

SENTENCE OR PROBATION ORDER

the imposition of sentence is hereby suspended and defendant is placed on probation for a period of two years from this date on condition that he comply with all local, state and federal laws, and with the rules and regulation of the probation department.

CONDITIONS PROBATION

SPECIAL OF

It is a special condition of his probation that defendant shall pay in a lump sum, within the first 60 days of his probation, a fine in the amount of $10,000.

ADDITIONAL CONDITIONS PROBATION

OF

In addition to the special conditions of probation imposed above, it is hereby ordered that the general conditions of probation set out on the reverse side of this judgment be imposed. The Court may change the conditions of probation, reduce or extend the period of probation, and at any time during the probation period or within a maximum probation period of five years permitted by law, may issue a warrant and revoke probation for a violation occurring during the pronation period.

'The court orders commitment COMMITMENT RECOMMEN· DATION

to the custody of the Attorney General and recommends,

It is ordered that the Clerk deliver a certified copy of t?is judgment and commitment to he U.S. Mar.~hal or ether qualifi d officer.

SIGNED BY

lllJ
l___j

U.S. District Judge

U.S. Magistrate

JAIME

April 19, 1983

~j~~".: , ~.

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I.,'

I

r

UNITED

STATES DISTRICT COGRT FOR 'THE DISTRICT' OF COLUMBIA

SECURITIES AND EXCHANGE COMMISSION 500 North Caoitol Street Washington, ~.C. 20549
(2{)2) 27?~29'33

81- 1915
CIVIL ACTION NO. ,COMPLAINT'FOR PERMANENT INJUNCTION AND CERTAIN ANCILLARY RELIEF

v.
SAM P. WALLACE ALFONSO
ROBERT D. BUCKNER A. RODRIGOE~

Plaintiff, COMPANY, INC.

.
:

filE 0
AUG131981
JAMES' E. DAVEY, ClerK
{"COHHISSION")

D'efendants.

The plaintiff alleses
1.
~\

SECURH'IES'

AND EXCHANGE COM~lISSION that:
COMP)I,NY, INC. RODRIGUEZ

on in;Eormation and belief
Defendants SAM P.

WALLACE

{"NALLACE")

(

ROnE:R'!,

"D. BUCKNER tnBUCKNER"),
other's,

ALFONSO A.

("RODRIGUEZ")

and

have engaged, are, now engaged and are about to engage practices
constitute and courses v LoLat.Lona

in acts,
and will

of business iof S~~t.ions

wh'ich constitute
lO{b),
13(a).

14(a)

and jOA of the Securities
U5 U.S.c. 78j (b)
1

Exchange Act of 1934
7814(a) and

CUExchange

Act~),

78m(a),

7'80d-l1" and Rules 10b-S, 12b-20, 13a-1 and

12b-20,

13a-1,

and 14a-9,

[17 CPR 240.10b-5(

14a-9], promulgatecl thereunder. 2. "The ,plaintiff pursuant
78u{d) Court

.br-inqs this action to Sections
and ,78u(e)].

to enjo i n such -act;s and ~l{e) of the Exchange

and practices
Act,

71(d)

[15 U.S.C.

3.
t~Section 4.

The

nas jurisdiction
Act,

of th1s action [15 U.S.C. 78aa].

pursuant

27 of ~he Exchange The d~£endants will,

unless

restrained

ano enjoined,

conti.nue to engage' in the accs , practices'

and courses 'of

,

,.
'

.... <It.

..
2businCl;;1:) set forth S. in this cOll)plaint.

The acts, praC;;tices and cou.rses of bU5i,~eSS constituting herein have occurred and are now occurring within

the violations the District 6. Sections

of Columbia. conferred on the COMMISSION "Act,
has

Pursuant to authority 10(b),

by

[15 U.S.C. 78j(b), promulgated 12b-20, mentioned Rules

.

12(b)., 13 (a) and l4(a) 78!(b), 10b-5, 78m{~) 12b-20,

of the Exchange

and 78n(a)], 13a-l

the COMH~SSION

and l4a-9

[17 CFR 240.100-5 .. at all times

13a-1

and l4a-:-9}, such rules and at the present
THE

being

in effect

her~in

time.

DEFENDANTS

7. executive

WALLACE Qffices

is ~ TexaS Corporation' with lOCated

its principal
Dalias,· Texas. subsidiaries
r

at 2102 Empire
through

Central,

~1"ALLACE' principally is

engaged,

whOlly-owned

in the construction business in both domestic and international markets, with heavy emphasis on the lJIechanicai contracting portion
of

that business..

The common s·tock of WALLACE regis-

is

and has been dpring

all .releyant pe'rLods :herein.,

tered \\(iththe CO!lMISSION pursuant to Section Exchange American 8. Act (15 U.S.C. 78!(b)} and is listed

12(b) of the and traded·on the·

Stock Exchange. Defendant BUCKNER is' and has been Chairman of the

Board of NALLACE
Officer .. since , of WALLACE 19~8.

since· February

21, 1979, Chief Executive of.11ALLACE

since 1967 and a Director

BUCKNER.

·i·s~lso an o·fficer and dir.ector of. a

number of WALLACE
'9. president Defendant

subsidiaries.
RODRIGUEZ is and has been Executive Vice

6f WALLACE

since January

I. 1981, Regional

Banager

-~of Wallace's national diary Inter-American a division Companies .and .Walla<:;eIntercif and. a wholly-o"med

Limited,

subsi-

of WALLACE, respectively,
Inc.,

and President
a wholly-owned

of Sam P.
s ubs LdLazy of as a

Wallace a'nd Co. of P.R ••
WALLAC.E: for

more than

twe·nty years.

He has· served

Director

of WALLACE

from 1971 through

1975 ana was electecl

a DirE;ctor··March 16, 1981.
COUNT ~

Section 10 (b)· 0·£ the Exchange Act, [15 U.S.c.· 78j(ti)1 and Rule lOb-Sf
[17 CFR..240.J.O.b-S]

10.

Paragraphs herein

1 through by reference.

9 are hereby

realleged

and

incorporated ll~ present, singly

During .the pe rd.od fr.om about Ap·rii 1980 to the defendants
WALLACE, SOCKNER, ROIJRIGUE.Z, and others
r

and ·in concert,

directly

or. indir.ect~y,

an.Q aiaing

and

... be.ttin.g. _each.ot.her.,.. in. 'conuec t.Lon. with a sale 0:1; securities and. instrumentalit;i.es of a national securities

the purchase

and _ . anc1means

of WALLACE, by use Qf the mails of inter.state exchange,
schemes arid

.commez'ce an.d t.he. facilities , have been and are now; artifice!? facts, to de:J;-:;a~d; (2) and amitting to

(~)_ employ~ng ·devices, making untrue state statements

of ·material

material.facts··

necessary
the

in

order.

to

make the. s t.at emen t s

made, in light

c::f

circ~mst·ances

under whicJ:1they we~e.

made not misleading;··
and .coursj:s cf

a·nd··.(3) e·ngaging· in -act s , pzact.Lces ,

business .

which have ope r.at.ed, and .are operating . . .
'.

as a fraud or deceit in violation 7Bj(b),

upon purchasers
.10Cb)

and sellers

of such secu~ities7
15 U.S.C~

of Section

of the

Exchange Act,

and Rule lOb-5 promulgated

thereunder,

17 CPR 240.l0b-5,

... ..
_
"

-4as more fully 12. alleged in subsequent paragraphs of this
1980

count

I.

During the period

from about 'April RODRIGUEZ,

to the.pres~nt, directly

the defendants and indirectly, made, or caused totaling at

WALLACE, BUCKNER,

and others,.

have engaged in a course

of conC!uct whereby they accounts official to

to be made, p.ayme ncs from N'ALLACE bank $1.391 million to a certain foreign

least

aid iiALLACE procuring in and billings
13..

and ma,intaining foreign
conduct

certain

contracts

with a certain As a part of said

government. defendants indirectly" WALLACE, BUt;:RNER, disguis~d and con-

RODRIGUEZ I. and others, cealed said

'directly

ana·

payments on WALLACE)s ooks and records. b to be uti'lized,' cert:aln false accounting

by utilizing, entries which de sc r Lbed...

or causing

did not reflec"t:

th.e .~_rtle nat.ur e and purpose

.O.~/' and fal'sely'

the expend.I cures.' used in the makiri.g· .of these ..payments to a certain foreign .14. official
On

• six occas Ions, payments ,,'ere made, directly and. employees "dates, to. a certain with the approval

at least

or indirectly,
foreign official.

:ecomWALLACE officers

On or about the follmi'ing o'!-·the ·defendants

and at the directionand others,

WALLACE; BUCKNERi RODRIGUEZ i amounts:

payments were made' in the following, August., 19BO November, .1980 November, 1980 ,Janua.ry, .. 19.81 Jan.uary, 1981 March, 198L .

s

342,000 275, 000 , 305,000' . i75.~OOO' ,
2.05,.000
:

""$J.",....,.",3;;-i9,..;,;1+·~crOO .... - •

89,000

. the approva l ana
RODRIGUEZ
r

.

15.
at .the

The ab.ove'_de~c~ibe~ ~aiments
of

wer~, with

direction

the

defendants

WALL.ACE, .Bll.CKNER and

and others,
in

improperly

and Lnaoc ur a t e Iy recorde'a

and accounted

for

the books' and" tecora s of' WALLACE'~ .

I

~.

~

I

'

..

..

-

5-

16. WALLACE, directly

A.s part and in furtherance BUCKNER, RODRIGUEZ

of this' course

of business,

and others,

s.ingly and in'concert, each other', and d i ssem i na t.e d

and indirectly,

and aiding

and abetting

filed and caused' to be filea with an annual report. ana proxy

the COMMISSION

solicitation

m<;!.t-erials,i.ch were variously -wh things, failed to 12

false ana misleading and/or ~hrough 17. 1 through falsely

in thq,t tney,

among other

disclosed

the activities

described

in paragraphs

15 above. By' reason of the activities
,

desc~ibed

in paragraphs Bl,1CKNER,

9 and 12 through

16 above , defendan't.s WALLACE, ana a~ded and abetted Act [15 U.S.C.

:RODRIGUEZ I and others r; violated of Section
10 (b)

violations

of the Excbange thereunder

78j (b)] and

Rule 10b-5 promulgated

[17 CPR 240.10b-5}.
II

COUNT

section 13(a) of th(;! Exchange Act" [15 U.S.C. 7:Bm(a}] ana Rules 12b-20 and 13a-l", II7 CFR 240.12b-20 and 13a-l1 thereunder 18. realleged 19. present, Paragraphs ~ through 9 and 12 througb herein. 1980 to the and others, and aiaing 16 are hereby

and incorporated During

by, reference

the p'eriod from about, April

defenCiants WALLACE, in concert,

~UCKNE,R, RODRIGUEZ and indirectly, and cau$ed including

singly and and,abetting

oirectly filed

each other, certain

to be filed with WA~LACE's Annual by

the COMMISSION Report Section Rules which

reports,

for, the year ended October l3fa} of the EXchange' Act, and 13a-l was false thingsl thereunder

31, 1980, [15 u.S.C.

as required

78m'(a)1, and and l3'a-l],

12b-20 report

[J,.7 FR 240.1Zb-20 C

and misleading, to disclose

in that the report, and/or falsely disclosed

among other

failed

,--,

.,
-6the

activities 20.

described
of

in paragraph$
the acti.vities above,

12 throu~h described

16 above.

By reason
and 12

in paragrap~s
'RODRIGUEZ

1

through and

9

t.h r ouq h 16

WALLACE,

'BUCKNER,

others', 'of the

violated

and Act

aided

and abetted

,violations
and Rules

of

Section

13{a} and

Exchange

[15 U.S.C. and :tOUNT

78m{a}l

12b-20

13a":"1 [17 CFR 240'.12b-20

13a-1) II.I

thereunder.

Section 14 (a> of the Exchange Act [15 U.S.C. 78n(a)] and Rule 14a-9 [17 CPR 240.14a-91 thereunder
21." realleged' Paragraphs 1 through 9, and 12 'through 16 are hereby

and incorporated

by ,:te.fe:rence 'herein.

22.
present
I

During th~' per'iod

from '~,bout:' p,~ii 1980 t~ A
, ,

the

defenaants,WA~t.AcE'~' BU,C~NE'R,

:RbDRldlJEZ

'~nd 'oth'ers,

singly
and

and

in concer~,
each other,
"lith

directly
by use

and indirectly, of'the mails

and aiding

abetting

and means and

instr~~~n~alities
to' be proxy, 1981, filed

of interstate'

c::o~,erce~,f,i1,ed,~~ caus ed
copies of WALLACE 1s 16,

'the COHM.ISS:r;ON def_;i.nitive
for its annue.L meeting

statement and

he Ld on March

ao Li.o Lt.ed proxies

from

shar eho.Ide rs

of ~~ALLACE

by means ,of such proxy

statement, AC~,.'

in, violation

of Section and Rule
proxy

1'4(a)
14a-9'

of 'the Exchange

[J,5 U.S:.C,. 'T8n(a}lt

[17 CFR 2.40. ,14a,,.-9] t~~,z:eunder:,r

in ,that ~\lq_tJ

stat~ment among other
",the

was false.aJ;lci. mislea~li.ng;' things;
the'

for t'he x:~ason 'that,
fa,iled 'to disClose

proxy

statement'

.. ~<:ti,:,ities d~t~il'7-.d,' i:o Qara~rGl.pl;ts, :th:r::s>qgj:J. ,9, a:nd, ;L2, 1 of t.imes BUCKNER, RODRIGUEZ 'and ,others as

thJ;ough .1,6 abov~ and'the'roles
in those activit.ies as

at

such

~hey \-ler,e stand'ir;g for

election

ci:r:ectors of

WALLACE.

. ".

';','

,

,' •.1-"";

-

7 _.

23.

By t"eason of the activities

oescriped

in pat"agr-aphs

1

tht"ough 9 and 12 thOrough 16
above, violated 'of the
~'lALLACE,

BUCKNER and RODRIGUEZ and and abe.tte~ violations 78n(a)]

others of Section l4(a)

arid aided Exchange Act

[15 o .a.c. thereunder.

and Rule 14a-9

U7 CFR 240.14a-9)

COUNT IV
Se'ction

30A of the Exchange Act [15 U.S.C. 78dd-l]'
1 through

24. ·realleged 25.
present~ ~ingly

Paragraphs

9 and 12 throu.gh 16 are

hereby

and incorporated During the period
.~vALLAC~r
.
r"

by' ]:,eference' herein. from about April 1980 to

t.he

defendants and. in concert.

BUCF;NER, RODRIGUEZ 'and others;

.'

directly

and

Lndi r e c tly

r,

and. aid..ing

~n~ abetting 'each other,
and. instrument,alities of

by use

of

.caused.

official

tq q:s~ nf,~.~!1.:J;:l.uel):Ce:
::~

'ce;'~-;t~A .f,iOr.ei,9h\~.qv.:e,t:Iim'kh.£~ 'o.~::: l;p.~t.r·ul!l.enta:~ft:y.,'tQ: .~.

.'

;.

.' a:ifec,t
,:

,pr:. t,nUu.en;t;e:tr'!1ectis- C?7~t~d,s.ib.ns,. of: ... a the
,.", .~~.: ,. . ....... • It' .' ~••:. : ,/-. '". ~ N·'. • •• h _...., ~~ • "

~ -;,

",:

~::

-

"

:• .: "..

...

.gov~r'nm:ent
... • ..~' " ••

9.~~ .in.~t'tul1)entality
..
.,'-\

~.

. tow.arc1 WALLACE ... or in orde:r to, ass Ls ts .. ... ,..... . ~ .-......
',':., '.

~AIi£Ii.CE. obtaining or re,taini.ng in'

business.

\'

:.0;',' ...

.

'

r>.
/

-826.

By reason

of the

activities.

described

in paragraphs

1

through 9 and 12 through and o t.her s ; direc·tly abetted
U.S.C.

16 above,

WALLAC~, BUCKNER, RODRIGUEZ
v LoLat.ed and aided

and indirectly', of Section

and

violations 78dd-l] •

30.Aof the Exchange Act [15

. WHEREFO:j:tE, plaintiff demands:

COll-IMISSION respectfulJ.y

prays

and

I

A Final and .enjoining

Judgment of Permanent WALLAC.E.,· officers, its successors,

Injunction directors, assigns,

restraining agents, affIliates, servants, sub-

employ.ees, subsidiarie~, , sid iades

af;!d'a~:t<?,r.n~y~! .and

chose pe:rsons' in active actual notice

<;onper,t of the
t hem;

or part'icipation
."

wi,th' them who receive service

J.udgmE!ntby personal

or otherwise
'",

and each of servants,

<;lndBUCKNER and RODRIGUEZ, their ass~9nsr attorneys-in-fact with

agents,

employees, concer+

and' tho·se. persons

in active

or participation'

them who re.ce'ive actual service or otherwise,.

noc i.ce of the

Judgment by personal from violating 78j{b)],

and each of them, [15 U.S.C. direct+y of th~ mails

S~ction

lO(b} of the ~xchange Act,

and Rule lOb-S

117 CFR 240.10b-5] thereunder,
with the l?urchase or sale

ot' indirectly', ~he,secur~ties

in connection

'of WALLACE any o·ther Lssue r , using or of interstate

and means or instrumentalit'~es the facH i ties of a national

commerce, or to: to defr~udi

securi ti es- axehanqe scheme or artifice

(1) Employ any'device,'
,(2)

Make any

,.u·n~ruestatement
fact

of a. m.ate.rial, fa,ct .or

qm.it to state 'stateilients

a' material

ne.cessarY;..i:!, order. to make 'the

made, in the'li.ght·

of

'the'ciicumst~nces'iin(rer'\vh'ich or

they were' made, not misleading;

.

" .."7-1,
,,,,

\.

-9(3) Engage

in any act, practice operate

or course

of. business

which has operated. or will person.

as a fraud or dece I t upon any

II

A Final Judgment of Permanent Injunction enjoining WfoLLACE, its officers, directors, assigns,

restr·aining agents,

and

servants,

employees, subsidiaries, subsidiaries concert

successors,.

affiliates, in active notic~

and at.torn~ys,

and t.hose persons

or participation

with the~ service

who receive actual
or otherwise,

of. the Judgment .by per·sonal of thein, ~nd·BUCKNER emp1c:>yees·assi~ns t in ac t i.ve concert notice
r:

and each

and R9~¥IGUEZ,· attorneys

tl).·i:d.r···as.ents.t serv:.ants, and those per-sons ac t.ua L

in fact

or parti.c·ipa"tion

with them who receive service

of the Judgment by personal

or ocherwLse , and each

of them, from vio;tating
. {IS U.S.C·, 240.12b-:-20

Se.ction 13 (a) of the Exchange Act Rules 12b-20 and 13a-l
(17 CPR

78m(a,)]r ·andthe

filing

.

.

and 13.a-l] by filing or aidI'ng .a~d abetting . with the CQHlUSSI~N of Annual .Reports on behalf or any other or fail issuer that are materially false

the of and

WALLACE

misleading contained

to contain filing

info~mation such reports.

required

to be

On forms for

In
A Final Judgm~nt of Perraanent; Injunct.io!! restraining ·enjoining I~Ar,LACEl its officers, 9irec:::tors, agents, and··· servants,
T

·employees I subsidiaries, .. sidiaries
.

.success~rs'r

assigns ~ affil·ia tes

sub-

and attorneys,

. or participation

.

and those per aons in active . ~ith ..them who receive· .actual notice service or otherwise,

concert of the

Judgm~nt by personal

and each of them, servants, employees,

and B.uCKNER RODRIGUEZ, and their· agents,

·

, . .,..

- 10

assigns, concert

attorneys-in-fact br participation

and those. persons with them who receive

in active

actual notice

of

the .Judgment by personal service from violating 78n(a)} section 14a-9 14(a)

or otherwise, and each of them,

of the Exchange Act US U.S.C ..
thereUl~del:", by Using of Lnt.e r st a t e comme r ce

and Rule
or

[1.7 CFR 240.14a-91,

the mails ·to file definitive

means and i~struITientali~ies. thE! filing

or; aid and abet copies

with. the COMMISSION of Ql:" to ao Li.ci t; pr oxLes

of proxy statements,

from shareholders

of WALLACE or any other

issuer, when such or fail

proxy s t a t emerrts .are Ifta.teri.ally

.faJ.se and .misleading

to contain information required to be contained in Schedule
.i4A.
.IV

A Final Judgment of.Permanent and enjoining WALLACE, its employees
sidiaries
I

Injunction restraining

of f Lcez-s , directors, agents, .se rvant s • sub-

subsidiaries, succes soz s , ~ssigns;.affiiiates; and attorneys,
with
af;lo th9s~

pe.rsons. in .act.Lve, conce r t

or participation

them who receive actual notice of the

Judgment by personal

service or otherwise, and each of them;
agents, servant.s ; e mpLoye , es

and .BUCKNER RODRIGUEZ~ and their

assigns, attorneys-in-fact
or participation

and those

persons

in·active concert

with. them who receive

act.ua L' notice

of

the

...J~dgment

by

personal service oy·otherwise,·and·each

of them,

from making use of the mails or. an:'_(means or instrumentality of interstate commer~.e· ~rr-uptly '. c
in furtherance of an of f er ,

payment, prom;i.~e to pay,

or auth·orization
pzomd-s e

o~

the payment.of

any money, or offer, gift, of the giving
of anything.of

to give, or authorization·

value· to:

" .~ .....-!..~

11tl) Any foreign A. official for purposes of of such foceign

influencing

any act or decision

officiai in his officiai a decision,' to fail 'functions, or B. inducing influence mentali:"y such wit~ foreign

c~pacity.

including

to perform

his' o!:fi.cLil'

official to use his government, or instru-

a ~oreign

thereof

'to, ~ffect or influen,c;:e any government or instru-

act or decision mentality,

'of such

in order to assist WALLACE any other issue~ or or retaining any person~ business or or: having for or ~dth. 'or dir.ecting

in obtaining business
t.o ,

(2) '~ny person, while'knowing all or a portion given,

reason to know that

of such money or thin,g of value will be offered, directiy or indirectly, party to any foreign or official o'ffice, thereof, of;

or promised"

of~icialr to any 'foreign political or to any candidate A. for foreign

Ii
f

political

for purposes

'f I ! J
I
I
I ,

influencing any act or decision of such foreign official. political party" party official,
r

f

f

or candidate
including its B.

in his

or 'its
to fail or

o.f f

Lci a L capacity

'a decision

to perform

h f s or

official

functions~

'i
"

,induc:!-ng s uch foreign patty official,., influence

offt,~ial, p'o~it~cal party, or its

I

or cand Ldat.e to use his or

vlith a foreign government thereof to affect

instrumentality any act
01:

or influence of

decisi~n

of such government

r~.·.·.··.. •.··.·
,

~

instrumentality,

.....

'.
-

~
12

in order

to assist

WALLACE

or

any othe~ issuer or directing

in obtaining business

or retaining to,

business

for or with,

any pe r son , VI An orde'r directing, the Special consisting Committee ("Special of three WALLACE d i r ect.ors

Comrni,ttee") of WALLACE who are not present continue its or

former membe rs of management to and tq make thereon. Cou:rt deems appropriate appropriate reports

investigation

to the full Board of Directors
AND, for such

relief,

as this

under the circumstances.

Respectfully

submitted,

$-=F/KJ)~
_ Robert G. Ryan

David P. Dohert~

~~~

V~trlegeY..~/'-=-

/91/iAd.a 09~A_;/rf?/Securities and-Exchange commission 500- North Capitol Street Washington, D.C. ~0549 Telephone No. (202) 272-2933

At.torneys for Plaintiff-

.. -

.... ....

'~,~

r
UNITED

'"
STATES DISTR]CT COURT FOR THE' - , DISTRICT OF COLUMBIA
)(

AND EXCHANGE COMMISSION SECURITIES 500 North Capitol Street Washington, D. C. 20549
(202) 272-2933

~~ )(

CIVIL ACTION

NO.

81- 1915

v. SAM P. WALLACE COMPANY, ROBERT D. BUCKNER ALFONSO A. RODRIGUEZ

P'l a t n t t f f ,

INC.

n

)( )(

CONSENT AND UNDERTAKING OF SAM P. WALLACE COMPANY. INC.

Def'end a nt s ,

,}(

)( )( )( )(

t=:ILEO
AUG 1 3198'
JAMES f. DAVEY, Clerk

/

(1)

Defendant Sam P. ~lallace Company. Inc. ("Wallace") admits the jurisdiction

of this Court and further admits to the servjce upon it of a Summons and Complaint fbr Permanent' Injunction and Certain Ancillary Relief ("Complaint") of the Plaintiff Securities and Exchange Commission ,("Commission"). (2) Wallace, without admitting or denyi,ng any of the allegations in the Complaint, except as to jurisdiction to which it admits. hereby consents without further notice to the entry of a Final Judgment of Permanent Injunction in the form annexed hereto. (3) This Consent and Undertaking of Wall ace ("Consent and Under-tak[nq") is executed and the Final Judgment of Permanent Injunction in the form annexed hereto is entered before the taking fact and conclusions of law. (4) vlallacewaives any right it may have to appeal from the Final Judgment of Permanent Injunction in the form annexed hereto. (5) Wallace enters into this Consent and Undertaking voluntarily, and no promise or threat of any kind whatsoever has been made by this Commission, or any member, officer. agent or representative thereof, this Consent and Undertaking. (6) Wallace agrees that the Final Judgment of permanent Injunction in the form annexed hereto may be presented by the Commission to the Court for signature and entry without further notice
to of

-

"

any testtmony,

without trial, argument .or adjudica-

tion of any issue of fact or law, Wallace having waived the entry of findings of '

induce Wallace to enter into

(7) Wallace represents that it has established a Special Committee ("Special Committee") consisting of three Wallace directors who are not present or former members of management. The Special Committee of Hall ace's Board of Directors has Directors on the matters alleged in determined, and the Board of Directors has approved and ratified such determination .e to investigate and report to the full Board
of

the Commission's Comp'la tnt; and with respect to all other re'levant and similar matters as may have been revealed in the course of the Special Committee's investi·gation. The Specia; Committee has retained a law firm to
whtch

·the Conmf ssfon does

not object to act as Special Counsel to the Special Committee. The Special Committee or its Special Counsel will engage, at Wallac·e's expense, such professional assistance as it deems necessary in order to conduct its investigation. (8) Wallace undertakes that the Special Committee shall conclude its investigation with respect to those matters referred to above within 120 days of the entry of the Final Judgment of Permanent Injunction herein, or within such further time as is consented to by th~ Commission staff. (9) Wallace undertakes that the Special Commit~ee·shall conduct an ~xtensive investigation encompassing all of the matters referred to in the Commission's Complaint and including such other relevant matters as may·be ~evealed in the course of such investigation, and Wallace undertakes that it will use its best efforts to ensure that its officers, direc~ors. employees and agents will cooperate fully with the Special Committee and its Special Counsel to ·furnish any information, documents and materials that either may request in connection with their investigation; provided. however, such cooperation and the furrrishfnq of information, .docum~nts, and materials shall be subject to the assertion by·any person, other than Wallace, of any applicab1e constitutional or other legal r.i9htor privilege. (10) The Special Committee shall prepare and submit a written Report ("Reportll), containing its findings and recommendations, to Wallace's full Board of Directors, within thirty (30) days after the completion of its investigation, or within such further time as is consented by the Commission. Thereafter, Wallace's Boa,rd of Directors, acting only through those members determined by the Special Committee not to have been involved in the transactions and activities set forth in the Commission's Complaint, shall independently review the ~eport and take such action as
it

determines necessary and proper to imp1ement the findings and recomnendatf ons

,

, .....

_

,

(11)

Wi·thin thirty (30) days after the Report has been submitted to ~Jallace's

:oard of Directors,. as provided in paragraph (10). supra, or within such further ;ime as is consented to by the
Conm'i ssIon,

the Report shall be filed with

thts

:ourt, as part of the record in this action, a~d with the Commission, as an exhibit

;0 a Current Report on Form 8-K for the month in which said Report is so filed.
(12)

Wallace' further undertakes that its Board of Directors, or an appointed

committee thereof. sha~l hereafter review, on a continuing basis, ~he finql Judgment of Permanent Injunction entered herein, as well as this Consent and Undertaking, to assure that Wallace continues to fully comply with the terms of said Judgment of Permanent Injunction and this Consent and Undertaking ..
(13)

The staff of the Commission will have complete access to all materials Neither the access of the staff of the

accessible to the Special Committee.

Commission to documents as to ~hich a valid attorney-client or work product privilege exists nor the use by the Commission of those documents in the e~ercise of its statutory respons
tbt lt'tf

es is intended to be a waiver of any applicable privilege Wall ace further agrees that this Court shall retain

with respect to thi rd.parti es.

jurisdiction over this action including jurisdiction to issue further orders with respect to the matters described in the Consent and Undertaking as may, to the Court herein, appear necessary and proper.
(14)

Wal1ace further consents

and

,ag~ees that this Consent 'and Undertaking s act ion.

shall be incorporated by reference in'the Final Judgment of Pennanent Injunction. in the form annexed hereto, to be entered oy the Court in
-thf

SA~l P. NALLACE COI'lPANY,INC.

Bv:~L#~ ROBERT MARWILL
L.

EXECUTIVE VICE PRESIDENT

Dated: July 28. 1981

-3-

......

_.1..

••

__

....

_

...

__

._._

.....

_

••

~.)

UNITED

STATES DISTRICT COURT FOR THE DISTRIC'l' OF COLUf.mJ.A

t I L'E D
AUG ~ 31981

/
1915

. SECORITIES 500 North (202)

Capitol Street Washington, D.C.' 20549
27'2-2933

AND EXCHANGE COMMISSION

JAMES E. DAVEY

CJi';

"0, ~

Plaintiff

CIVIL

ACTION NO.

ALFONSO A.

RODRIGUEZ

CONSENT TO THE ENTRY OF FINAL JUDGMENT OF PERMANENT INJUNCTION Defendants.

--------------~------------------------'

.

(1) The defendant Alfonso ~. Rodriguez, without admitting or denying the allegations of the Complaint: , (a) admits the jurisdiction of this Court over him and over the subjec.t matter .
(b) of

this action~
'

admits the service upon him of the Summons

and

Complaint;
(c) waives the filing of an Answer~

Cd) waives the making of findings of fact and conclusions of law under. Rule .52 of the Federal Rules of civil Procedure; . . . (e) enter~ an 'appearance in this action; and
(f)

enters into this Consent voluntarily, and no pr9mise

or threat of any kind whatsoeve'r ,has been made by,the Commission, ,or'any member, officer, agent, or representative thereof,

to induce Alfonso,A. Rouriguez to enter this Consent; and (g) her~by vcluntari~y 'consents to the entry of the at.tached Final Judgment of Permanent Injunction enjoining him :i"t:om violati;:JOs of'sections

--

lO(b),

13(a},

14(aj

and 30A of

the S(;:cl!ri E){chal"g(~ Act of t.i.<:!s
(2)

1934 1 ~i

thout further no t.i ce ,
be made a

':'ne defencbl"lt

<lgreez '.:\-,<:'1.: t~is C.:~nsent sha~l'

r-':drt of ti", :i ttache0 F'in.sl' Ji.:ag:nent

o:!:ermanent Injunction to P

\«.>

-:«:

I.~., .•. '
.t,.. "' ... _ ....

"I

r:"
(

e. ";;

~

....~

C:
jurisdiction

that this Court shall retain all purposes. (3) Nothing in this Consent

in this matter

for

nor in any Order or Judgment a waiver by :Alfonso

entered

pur-suant;h"~ret.o~hall be deemed of any constituti~nal belonging to bim,

A. Rodriguez or privilege

or other

legal right

individually.

Dated:

7- 2f" PI

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UNITED

STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA
)
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SECURITIES

AND

EXCHANGE

COMMISSION, Plaintiff,

)
)

v.
SAM P. WALLACE COMPANY, ROBERT D. BUCKNER, ALFONSO A. RODRIGUEZ, INC.,

) ) ) ) )

Civil Action No. 81-1915 (Judge Hart) UNDERTAKING OF ROBERT D. BUCKNER IN CONJUNCTION WITH STIPULATION OF DISMISSAL

)
) ) ) )

~----------------------~--------)
1.
Robez't;

Defendants.

D •.Buckner

(I'Buckner") enters' int;o this with the Stipulation herewith action into of Dismissal

Undertaking filed

in conjunction

by the parties

simultaneously of this

for the purpose them.

of settling Buckner

and disposing that

as between this

states

he has entered

Undertaking

voluntarily. 2. Nothing stated finding, in this Undertaking admission shall constitute

a determination, violated imply

or evidence

that Buckner or

any provision he violated

of the securities any such provision. and disposition that he will not,

laws or suggest

that 3.

In settlement and agrees

of this directly

action,

Buckner

undertakes engage

or. indirectly, which Act of

in any act,

practice,

or course

of business Exchange

constitutes 1934

a violation

of the Securities

(lithe Act"),

or of any rule or regulation law of the United

promulgated States relating, pursuant

thereunder,

or of any other

to securities,

or of any rule or regulation

promulgated

_ ..-------------_._-_._._--------_._._--------

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to such laws •. In paiticular, Buckner undertakes ~nd agrees that he will comply with the filing and disclosure requirements of Section 13(a) of the Act and Rules 17 CFR 240.12b-20 and 17 C-FR 240.l3a-l, thereunder, and Of Section 14(a) of the Act and Rule 17 CFR 240.l4a-9, thereunder, where applicable, in that information, d9cuments and reports required to be file~ with the Securities and Exchange Commission·and solicitations of proxies provided to the public shall be complete and accur~te as to every material matter, in light of the circumstances under which such information, documents and reports are filed or such solicitations of proxies prov·ided. 4. Buckner also voluntarily undertakes and 'agrees that

he will in the f~ture advise or cause to be advised corporate counselor responsible corporate officials of a co~poration

~mploying him of any facts or information which come into his possession and which he believes or has reason to believe (1) cons t I tute a violation of any la.wof the Un! ted States relating to securities or any rule or regulation promulgated pursuant to such a iaw by the corporation,' its employees or agents or (2) require action by the corporation to comply with such laws, rules and regulations.

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Agreed to this

---

day of -Marcir, 19844

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SCHWALB, DONNENFELD, BRAY & SILBERT

BY:

~E-a-r~l~J~.~S-.i~l~b-e-r~t----------------David J. Curtin Attorneys for Defendant Robert D. Buckner

CJ! d4J-

SO ORDER~D this ~~

day of K.!-reh" 1984.

apr-I"

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UNITED STATES D!STRICT COURT FOR THE DISTRICT OF COLUMBIA
}
.&-. ..

CI.J.::P.t<, O!STi~Wr COURT U.S.
DISTRICT OF COLUMBiA
-

SECURITIES AND EXCHANGE COMMISSION, ) Plaintiff," )

v.
SAM P. WALLACE COMPANY, INC., ROBERT D. BUCKNER, ALFONSO A RODRIGUEZ, Defendants.

) ) )

Civil Action No. 81-1915 (Judge Hart)

) ) }

)

-----------------------------------)

STIPULATION OF DISMISSAL

IT IS HEREBY STIPULATED AND AGREED by, between and among the plaintiff Securities and Exchange Commission, defendant Robert D. Buckner, and their respective counsel, that, Robert D. Buckner having entered into an Undertaking hereof, the above-captioned in settlement

action shall "be dismissed with

prejudice against Robert D. Buckner and without costs to any party. SCHWALB, DONN"ENFELD, BRAY & SILBERT By:

ql./~ --~--~--~~-------------------Earl J. Silbert
Attorney for Defendant Robert D. Buckner

SECURITIES AND EXCHANGE COMMISSION By: -R~i-c~h~a~r~d~C~.~O-t-t~o-----------------Attorney for Plaintiff Securities and Exchange Commission ~ril of~, 1984.

~~J

a o:

SO

thiS~ay

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UNITED STATES D1STRIC~T COURT FOR THE DISTRICT OF COLUMBIA
) ,L.y;

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1984

ClEi1!{, !J~S. Di3';-;:;(!7 COU;:r:t
C1S1'FW':;TOf. COLW.;J~IA'

SECURITIES AND EXCHA~GE COMMISSION, Plaihtiff,

v.
SAM P. WALLACE COMPANY, INC., ROBERT D. BUCKNER, ALFONSO A RODRIGUEZ, Defendants.

) ) ) ) ) ) )

) )

Civil Action No. 81-1915 (Judge Hart)

-----------------------------------)

STIPULATION OF DISMISSAL

IT IS HEREBY STIPULATED AND AGREED by, between and among the plaintiff Securities and Exchange Commission, defendant Robert D. Buckner", and their respective counsel, that, Robert D. Buckner having entered into an Undertaking in settlement hereof, the above-captioned action shall be dismissed with .

prejudice against Robert D. Buckner and without costs to any party. SCHWALB, DONNENFELD; BRAY & SILBERT BY:" ~j!. /~ . Earl J. Silbert Attorney for Defendant Robe'rt D. Buckner SECURITIES AND EXCHANGE COMMISSION By:

SO

~ of~,

Attorney for Plaintiff Securities and Exchange Commission ....if 1984.

~~J C. ,~ ~~~~~~~~-----------------Richard C. Otto

o;

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1!tttifeb ~taf~g Ili~frirf (!tourf fnr tlje ilig~ritt of <l.rnlumbia .
the }_~_~2_ day of

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JUl231982

.!lction No. ID_Q_ .. _r .e.j:~, .9,J,_! •__ __ •
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