SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Litigation Release No. 17837 / November 14, 2002
Accounting Auditing Enforcement Release No. 1664 / November 14, 2002
, 02 Civ. 5776 (S.D.N.Y.) (KMW)
NEW YORK, NEW YORK The Securities and Exchange Commission announced
today that defendant James R. Brown, the former vice-president for
Finance at Adelphia Communications Corporation, has consented to the
entry of a Partial Judgment of Permanent Injunction and Other Relief
against him in SEC v. Adelphia, et al., a fraudulent financial
reporting case filed by the Commission against Adelphia and six of its
senior executives. According to the Commission's complaint, filed on
July 24, 2002, Adelphia, at the direction of the individual
defendants, including Brown (i) fraudulently excluded billions of
dollars in liabilities from its consolidated financial statements;
(ii) falsified operations statistics and inflated Adelphia's earnings
to meet Wall Street's expectations; and (iii) concealed rampant
self-dealing by the family that founded and controlled Adelphia, the
Rigas Family.
The Commission's Complaint alleges that, based on this conduct, Brown
violated Section 17(a) of the Securities Act of 1933 ("Securities
Act"), Sections 10(b) and 13(b)(5) of the Securities Exchange Act of
1934 ("Exchange Act"), and Rules 10b-5, 13b2-1, and 13b2-2 under the
Exchange Act, and, pursuant to Section 20(a) of the Exchange Act,
acted as a controlling person of Adelphia's violations of Sections
13(a) and 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules
12b-20, 13a-1 and 13a-13 under the Exchange Act.
Specifically, the Commission's complaint alleges as follows
* Between mid-1999 and the last quarter of 2001, Adelphia
fraudulently excluded from the Company's annual and quarterly
consolidated financial statements portions of its bank debt, while
including in those financial statements a footnote disclosure
implicitly misrepresenting that such portions had been included on
Adelphia's balance sheet. As a result of this misconduct, Adelphia
had a total of approximately $2.3 billion in undisclosed,
off-balance sheet bank debt as of December 31, 2001.
* During approximately the same period, Adelphia regularly
misrepresented Adelphia's reported performance in three aspects
that are crucial to the "metrics" used by Wall Street to evaluate
cable companies (i) the number of its "basic cable subscribers,"
(ii) the extent of its cable plant "rebuild," or upgrade, and
(iii) its EBITDA, or earnings before interest, taxes,
depreciation, and amortization.
SNIPPETS:
NEW YORK, NEW YORK The Securities and Exchange Commission announced today that defendant
According to the Commission's complaint, filed on July 24, 2002, Adelphia, at the direction
The Commission's Complaint alleges that, based on this conduct, Brown violated Section 17of
Specifically, the Commission's complaint alleges as follows * Between mid-1999 and the last
As a result of this misconduct, Adelphia had a total of approximately $2.3 billion in
* Since at least 1998, Adelphia used fraudulent misrepresentations and omissions of material
Without admitting or denying the allegations in the complaint, Brown has consented to the
The Commission has submitted Brown's Consent to the Court for approval.
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