SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): OCTOBER 16, 1996
Healthcare Services Group, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 0-12015 23-2018365
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2643 Huntingdon Pike, Huntingdon Valley, Pennsylvania 19006
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (215) 938-1661
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 5. OTHER EVENTS.
On October 16, 1996 a final judgment, upon consent, was
entered in the United States District Court for the Eastern District of
Pennsylvania (96 Civ. 6464) based on a complaint filed by the Securities and
Exchange Commission against the Registrant, two of its executive officers (and
directors) and one former officer, without admission or denial of the
allegations of the complaint by any parties. A copy of such final judgment and
related consents relating to the Registrant and such current executive
officers are annexed hereto and incorporated by reference as Exhibit 99(1) to
this Report. The action had alleged violations of the certain Federal Securities
laws, including anti-fraud, reporting, internal controls and books and records
provisions thereof by the Registrant and such officers. The claims included
alleged violations of Section 10b of the Exchange Act, Rule 10b-5 thereunder,
Section 13a of the Exchange Act and Rules 13a-1, 13a-13 and 12b-20.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
EXHIBIT NO. EXHIBITS
99(1) Final Judgment entered on October 16, 1996
in United States District Court for the
Eastern District of Pennsylvania and related
filings.
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEALTHCARE SERVICES GROUP, INC.
Dated: October 21, 1996 By: /s/ Richard W. Hudson
------------------------------
Name: Richard W. Hudson
Title: Vice President-Finance
and Secretary (Principal
Accounting Officer)
-3-
UNITED STATES DISTRICT COURT
FOR THE
EASTERN DISTRICT OF PENNSYLVANIA
- ----------------------------------------------
SECURITIES AND EXCHANGE COMMISSION, )
)
Plaintiff, )
)
v. )
) FINAL JUDGMENT AS TO
HEALTHCARE SERVICES GROUP, INC., ) HEALTHCARE SERVICES
DANIEL P. MCCARTNEY, THOMAS A. COOK, ) GROUP, INC.
AND MELVYN B. MASON, )
)
Defendants. )
- ----------------------------------------------
Plaintiff, the United States Securities and Exchange
Commission (the "Commission"), having filed its Complaint and the Consent of
Healthcare Services Group, Inc. to Entry of Final Judgment as to Healthcare
Services Group, Inc. ("the Consent"); Healthcare Services Group ("HSG") having
acknowledged service of the Complaint, entered a general appearance, admitted
this Court's jurisdiction over it and over the subject matter of the subject
matter of this action, waived service of a summons, the filing of an answer and
the entry of findings of fact and conclusions of law pursuant to Rule 52 of the
Federal Rules of Civil Procedure and, without admitting or denying any of the
allegations of the Complaint, except as to jurisdiction, which HSG admits,
consented to the entry of this Final Judgment as to Healthcare Services Group,
Inc. ("Final Judgment"); and it further appearing that this Court has
jurisdiction over HSG and the subject matter hereof; and this Court being fully
advised in the premises:
<PAGE>
I.
IT IS ORDERED, ADJUDGED AND DECREED that HSG, its agents,
servants, employees and attorneys-in-fact, and those persons in active concert
or participation with them who receive actual notice of this Final Judgment by
personal service or otherwise, and each of them, be and hereby is permanently
restrained and enjoined from violating Section 10(b) of the Securities Exchange
Act of 1934 ("Exchange Act") [15 U.S.C. ss. 78j(b)], and Rule 10b-5 [17 C.F.R.
ss.240.10b-5] promulgated thereunder, directly or indirectly, by the use of any
means or instrumentality of interstate commerce, or of the mails, or of any
facility of any national securities exchange by:
a. employing any device, scheme, or artifice to defraud;
b. making any untrue statement of a material fact or
omitting to state a material fact necessary in order
to make the statements made, in the light of the
circumstances under which they were made, not
misleading; or
c. engaging in any act, practice, or course of business
which operates or would operate as a fraud or deceit
upon any person,
in connection with the purchase or sale of any security.
II.
IT IS FURTHER ORDERED, ADJUDGED AND DECREED that HSG, its
agents, servants, employees, and attorneys-in-fact, and those persons in active
concert or participation with them who receive actual notice of this Final
Judgment by personal service or otherwise, and each of them, be and hereby is
permanently restrained and enjoined from
-2-
<PAGE>
violating Section 17(a) of the Securities Act of 1933 ("Securities Act") [15
U.S.C. ss. 77q(a)] by, in the offer or sale of any securities, using any means
or instruments of transportation or communication in interstate commerce or
using the mails, directly or indirectly to:
a. employ any device, scheme, or artifice to defraud;
b. obtain money or property by means of any untrue
statement of a material fact or any omission to state
a material fact necessary in order to make the
statements made, in the light of the circumstances
under which they were made, not misleading; or
c. engage in any act, practice, or course of business
which operates or would operate as a fraud or deceit
upon any person.
III.
IT IS FURTHER ORDERED, ADJUDGED AND DECREED that HSG, its
agents, servants, employees, and attorneys-in-fact, and those persons in active
concert or participation with them who receive actual notice of this Final
Judgment by personal service or otherwise, and each of them, be and hereby is
permanently restrained and enjoined from violating Sections 13(a), 13(b)(2)(A)
and 13(b)(2)(B) of the Exchange Act [15 U.S.C. ss.ss. 78m(a), 78m(b)(2)(A) and
78m(b)(2)(B)] and Rules 12b-20, 13a-1, 13a-13 [17 C.F.R. ss.ss. 240.12b-20,
240.13a-1 and 240.13a-13] promulgated thereunder by directly or indirectly:
a. filing or causing to be filed with the Commission any
report required to be filed with the Commission
pursuant to Section 13(a) of the Exchange Act [15
U.S.C. ss. 78m(a)] and the rules and regulations
promulgated thereunder, which contains any untrue
statement of material fact, which
-3-
<PAGE>
omits to state any material fact necessary in order
to make the statements made, in the light of the
circumstances under which they were made, not
misleading, or which omits to disclose any
information required to be disclosed; or
b. failing to make and keep books, records and
accounts, which, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of
the assets of the issuer; or
c. failing to devise and maintain a system of internal
accounting controls sufficient to provide reasonable
assurances that: transactions are executed in
accordance with management's general or specific
authorization; transactions are recorded as necessary
to permit preparation of financial statements in
conformity with generally accepted accounting
principles or any other criteria applicable to such
statements, and to maintain accountability for
assets; access to assets is permitted only in
accordance with management's general or specific
authorization; and the recorded accountability for
assets is compared with the existing assets at
reasonable intervals and appropriate action is taken
with respect to any differences.
IV.
IT IS FURTHER ORDERED, ADJUDGED AND DECREED that HSG pay to
the United States Treasury civil penalties in the total amount of $650,000,
pursuant to Section 20(d) of the Securities Act [15 U.S.C. ss. 77t(d)] and
Section 21(d) of the Exchange Act [15
-4-
<PAGE>
U.S.C. ss. 78u(d)]. Within 30 business days of the Entry of Final Judgment, HSG
shall transmit by certified check payable to "Securities and Exchange
Commission" the amount of $650,000. The payment shall be sent to Comptroller of
the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C.
20549. The Comptroller of the Securities and Exchange Commission shall forward
such funds to the proper account at the United States Treasury. The payment to
the Comptroller shall be accompanied by a letter than identifies HSG as the
defendant in this action, the civil action number assigned to the Complaint, the
District Court in which the Complaint, Consent and this Final Judgment were
filed, and the Commission's internal case number (HO-2458). Copies of the letter
shall be sent to the Secretary of the Commission, 450 Fifth Street, N.W. Mail
Stop 6-9, Washington D.C. 20549, and simultaneously to Gary N. Sundick,
Associate Director, Securities and Exchange Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
V.
IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the annexed
Consent be, and the same hereby is, incorporated herein by reference with the
same force and effect as if fully set forth herein.
VI.
IT IS FURTHER ORDERED, ADJUDGED AND DECREED that this Court
shall retain jurisdiction of this matter for the purpose of enforcing the terms
of this Final Judgment.
VII.
-5-
<PAGE>
There being no just cause for delay, the Clerk of the Court is
directed, pursuant to Rule 54(b) of the Federal Rules of Civil Procedure, to
enter this Final Judgment forthwith and without further notice.
/s/ Eduardo C. Robreno
----------------------------
United States District Judge
DATED: 10/16/96
-6-
<PAGE>
UNITED STATES DISTRICT COURT
FOR THE
EASTERN DISTRICT OF PENNSYLVANIA
- ------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION, )
)
Plaintiff, )
)
v. )
) CONSENT OF
HEALTHCARE SERVICES GROUP, INC., ) HEALTHCARE SERVICES
DANIEL P. MCCARTNEY, THOMAS A. COOK, ) GROUP, INC.
AND MELVYN B. MASON, )
)
Defendants. )
- ------------------------------------------------
1. Defendant Healthcare Services Group, Inc. ("HSG"), through
its counsel, enters a general appearance, admits this Court's jurisdiction over
it and over the subject matter of this action, and acknowledges service upon it
of the Complaint of Plaintiff, the United States Securities and Exchange
Commission (the "Commission"), in this action, and waives service of a summons
and waives the filing of an Answer.
2. HSG, without admitting or denying the allegations of the
Complaint, except as to jurisdiction, which it admits, consents to the entry of
the Final Judgment as to Healthcare Services Group (the "Final Judgment") in the
form attached hereto and incorporated by reference herein, which: (1)
permanently restrains and enjoins HSG from violating, directly or indirectly,
Section 17(a) of the Securities Act of 1933 ("Securities Act") [15 U.S.C. ss.
77q] and Sections 10(b), 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Securities
Exchange Act of 1934 ("Exchange Act") [15 U.S.C. ss.ss. 78j(b), 78m(a),
78m(b)(2)(A), and 78m(b)(2)(B)] and Rules 10b-5, 12b-20, 13a-1 and 13a-13
thereunder [17 C.F.R. ss.ss. 240.10b- 5, 240.12b-20, 240.13a-1, and 240.13a-13];
and (2) orders HSG to pay civil penalties,
<PAGE>
pursuant to Section 20(d) of the Securities Act [15 U.S.C. ss. 77t(d)] and
Section 21(d) of the Exchange Act [15 U.S.C. ss. 78u(d)] in the amount of
$650,000.
3. HSG waives the entry of findings of fact and
conclusions of law pursuant to Rule 52 of the Federal Rules of Civil Procedure.
4. HSG waives any right it may have to appeal from the
entry of the Final Judgment.
5. Consistent with the provisions of 17 C.F.R.
ss.202.5(f), HSG waives any claim of Double Jeopardy based upon the settlement
of this proceeding, including the imposition of any remedy or civil penalty
herein.
6. HSG enters into this Consent voluntarily and
represents that no threats, offers, promises or inducements of any kind have
been made by the Commission or any member, officer, employee, agent, or
representative of the Commission to induce it to enter into this Consent.
7. HSG agrees that this Consent shall be incorporated by
reference into the Final Judgment with the same force and effect as if fully set
forth therein.
8. HSG agrees that it will not oppose the enforcement of
the Final Judgment on the ground, if any exists, that it fails to comply with
Rule 65(d) of the Federal Rules of Civil Procedure, and hereby waives any
objection it may have based thereon.
9. HSG waives service upon it of the Final Judgment and
agrees that entry of the Final Judgment by this Court and filing with the Clerk
in the United States District Court for the Eastern District of Pennsylvania
will constitute notice to HSG of the terms and conditions of such Final
Judgment.
10. HSG agrees that the Final Judgment may be presented
by the Commission to this Court for signature and entry without further notice.
-2-
<PAGE>
11. HSG agrees that this Court shall retain jurisdiction
over this matter for the purpose of enforcing the terms of the Final Judgment.
12. HSG acknowledges that, through its officers, it has
read, understands, and agrees to comply with the policy of the Commission, set
forth in 17 C.F.R. Section 202.5, not to permit a defendant to consent to a
judgment that imposes a sanction while denying the allegations in the complaint.
HSG agrees not to take any action or make any public statement denying, directly
or indirectly, any allegation in the Complaint. HSG further agrees not to take
any action or make any public statement that creates, or tends to create, the
impression that the Complaint underlying the Final Judgment is without factual
basis. Nothing in this provision affects HSG's right to take legal positions in
other non-Commission litigation.
/s/ Daniel P. McCartney
------------------------------------
Daniel P. McCartney
Chairman, Board of Directors
DATED: 8/22/96
On this 22 day of August, 1996, Daniel McCartney being known to me and
who executed the foregoing Consent of Healthcare Services Group, Inc.,
personally appeared before me and acknowledged to me that he executed the same.
/s/ Richard W. Hudson
- ---------------------
Notary Public
My Commission expires December 19, 1998
Approved as to form:
/s/ Jay A. Dubrow
- -------------------------------
Attorneys for defendant Healthcare Services Group, Inc.
-3-
<PAGE>
UNITED STATES DISTRICT COURT
FOR THE
EASTERN DISTRICT OF PENNSYLVANIA
- ----------------------------------------------
SECURITIES AND EXCHANGE COMMISSION, )
)
Plaintiff, )
)
v. )
) FINAL JUDGMENT AS TO
HEALTHCARE SERVICES GROUP, INC., ) DANIEL P. MCCARTNEY
DANIEL P. MCCARTNEY, THOMAS A. COOK, )
AND MELVYN B. MASON, )
)
Defendants. )
- ----------------------------------------------
Plaintiff, the United States Securities and Exchange
Commission (the "Commission"), having filed its Complaint and the Consent of
Daniel P. McCartney to Entry of Final Judgment as to Daniel P. McCartney ("the
Consent"); Daniel P. McCartney ("McCartney") having acknowledged service of the
Complaint, entered a general appearance, admitted this Court's jurisdiction over
him and over the subject matter of this action, waived service of a summons, the
filing of an answer and the entry of findings of fact and conclusions of law
pursuant to Rule 52 of the Federal Rules of Civil Procedure and, without
admitting or denying any of the allegations of the Complaint, except as to
jurisdiction, which he admits, consented to the entry of this Final Judgment as
to Daniel P. McCartney ("Final Judgment"); and it further appearing that this
Court has jurisdiction over McCartney and the subject matter hereof; and this
Court being fully advised in the premises:
<PAGE>
I.
IT IS ORDERED, ADJUDGED AND DECREED that McCartney, his
agents, servants, employees and attorneys-in-fact, and those persons in active
concert or participation with them who receive actual notice of this Final
Judgment by personal service or otherwise, and each of them, be and hereby is
permanently restrained and enjoined from violating Section 10(b) of the
Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. ss. 78j(b)], and
Rule 10b-5 [17 C.F.R. ss.240.10b-5] promulgated thereunder, by, directly or
indirectly, through the use of any means or instrumentality of interstate
commerce, or of the mails, or of any facility of any national securities
exchange:
a. employing any device, scheme, or artifice to defraud;
b. making any untrue statement of a material fact or
omitting to state a material fact necessary in order
to make the statements made, in the light of the
circumstances under which they were made, not
misleading; or
c. engaging in any act, practice, or course of business
which operates or would operate as a fraud or deceit
upon any person,
in connection with the purchase or sale of any security.
II.
IT IS FURTHER ORDERED, ADJUDGED AND DECREED that McCartney,
his agents, servants, employees, and attorneys-in-fact, and those persons in
active concert or participation with them who receive actual notice of this
Final Judgment by personal service or otherwise, and each of them, be and hereby
is permanently restrained and enjoined from
-2-
<PAGE>
violating Section 13(a) of the Exchange Act [15 U.S.C. ss.ss. 78m(a)] and Rules
12b-20, 13a-1, 13a-13 [17 C.F.R. ss.ss. 240.12b-20, 240.13a-1 and 240.13a-13]
promulgated thereunder by, directly or indirectly, filing or causing to be filed
with the Commission pursuant to Section 13(a) of the Exchange Act [15 U.S.C ss.
78m(a)] and the rules and regulations promulgated thereunder, which contains any
untrue statement of material fact, which omits to state any material fact
necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading, or which omits to
disclose any information required to be disclosed.
III.
IT IS FURTHER ORDERED, ADJUDGED AND DECREED that McCartney pay to
the United States Treasury civil penalties in the total amount of $100,000,
pursuant to Section 21(d) of the Exchange Act [15 U.S.C. ss. 78u(d)]. Within 30
business days of the Entry of Final Judgment, McCartney shall transmit by
certified check payable to "Securities and Exchange Commission" the amount of
$100,000. The payment shall be sent to Comptroller of the Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Comptroller of the Securities and Exchange Commission shall forward such funds
to the proper account at the United States Treasury. The payment to the
Comptroller shall be accompanied by a letter that identifies McCartney as the
defendant in this action, the civil action number assigned to the Complaint, the
District Court in which the Complaint, Consent and this Final Judgment were
filed, and the Commission's internal case number (HO-2458). Copies of the letter
shall be sent to the Secretary of the Commission, 450 Fifth Street, N.W. Mail
Stop 6-9, Washington D.C. 20549, and simultaneously to Gary N. Sundick,
Associate
-3-
<PAGE>
Director, Securities and Exchange Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
III.
IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the annexed
Consent be, and the same hereby is, incorporated herein by reference with the
same force and effect as if fully set forth herein.
IV.
IT IS FURTHER ORDERED, ADJUDGED AND DECREED that this Court
shall retain jurisdiction of this matter for the purpose of enforcing the terms
of this Final Judgment.
V.
There being no just cause for delay, the Clerk of the Court is
directed, pursuant to Rule 54(b) of the Federal Rules of Civil Procedure, to
enter this Final Judgment forthwith and without further notice.
/s/ Eduardo C. Robreno
------------------------------------
United States District Judge
DATED: 10/16/96
-4-
<PAGE>
UNITED STATES DISTRICT COURT
FOR THE
EASTERN DISTRICT OF PENNSYLVANIA
- -----------------------------------------------
SECURITIES AND EXCHANGE COMMISSION, )
)
Plaintiff, )
)
v. )
) CONSENT OF DANIEL P.
HEALTHCARE SERVICES GROUP, INC., ) MCCARTNEY
DANIEL P. MCCARTNEY, THOMAS A. COOK, )
AND MELVYN B. MASON, )
)
Defendants. )
- -----------------------------------------------
1. Defendant Daniel P. McCartney ("McCartney") enters a
general appearance, admits this Court's jurisdiction over him and over the
subject matter of this action, and acknowledges service upon him of the
Complaint of Plaintiff, the United States Securities and Exchange Commission
(the "Commission"), in this action, and waives service of a summons and waives
the filing of an Answer.
2. McCartney, without admitting or denying the allegations of
the Complaint, except as to jurisdiction, which he admits, consents to the entry
of the Final Judgment as to Daniel P. McCartney (the "Final Judgment") in the
form attached hereto and incorporated by reference herein, which: (1)
permanently restrains and enjoins McCartney from violating, directly or
indirectly, Sections 10(b) and 13(a) of the Securities Exchange Act of 1934
("Exchange Act") [15 U.S.C. ss.ss. 78j(b) and 78m(a)] and Rules 10b-5, 12b-20,
13a-1 and 13a-13 thereunder [17 C.F.R. ss.ss. 240.10b-5, 240.12b-20, 240.13a-1,
and 240.13a-13]; and (2) orders McCartney to pay a civil penalty pursuant to
Section 21(d) of the Exchange Act [15 U.S.C. ss. 78u(d)] in the amount of
$100,000.
<PAGE>
3. McCartney waives the entry of findings of fact and
conclusions of law pursuant to Rule 52 of the Federal Rules of Civil Procedure.
4. McCartney waives any right he may have to appeal from
the entry of the Final Judgment.
5. Consistent with the provisions of 17 C.F.R.
ss.202.5(f), McCartney waives any claim of Double Jeopardy based upon the
settlement of this proceeding, including the imposition of any remedy or civil
penalty herein.
6. McCartney enters into this Consent voluntarily and
represents that no threats, offers, promises or inducements of any kind have
been made by the Commission or any member, officer, employee, agent, or
representative of the Commissions to induce him to enter into this Consent.
7. McCartney agrees that this Consent shall be
incorporated by reference into the Final Judgment with the same force and effect
as if fully set forth therein.
8. McCartney agrees that he will not oppose the
enforcement of the Final Judgment on the ground, if any exists, that it fails to
comply with Rule 65(d) of the Federal Rules of Civil Procedure, and hereby
waives any objection he may have based thereon.
9. McCartney waives service upon him of Final Judgment
and agrees that entry of the Final Judgment by this Court and filing with the
Clerk in the United States District court for the Eastern District of
Pennsylvania will constitute notice to McCartney of the terms and conditions of
such Final Judgment.
10. McCartney agrees that the Final Judgment may be
presented by the Commission to this Court for signature and entry without
further notice.
11. McCartney agrees that this Court shall retain
jurisdiction over this matter for the purpose of enforcing the terms of the
Final Judgment.
-2-
<PAGE>
12. McCartney acknowledges that he has read, understands,
and agrees to comply with the policy of the Commission, set forth in 17 C.F.R.
Section 202.5, not to permit a defendant to consent to a judgment that imposes a
sanction while denying the allegations in the complaint. McCartney agrees not to
take any action or make any public statement denying, directly or indirectly,
any allegation in the Complaint. McCartney further agrees not to take any action
or make any public statement that creates, or tends to create, the impression
that the Complaint underlying the Final Judgment is without factual basis.
Nothing in this provision affects McCartney's testimonial obligations or his
right to take legal positions in other non-Commission litigation.
/s/ Daniel P. McCartney
-------------------------------
Daniel P. McCartney
DATED: 8/22/96
On this 22 day of August, 1996, Daniel McCartney being known to me and
who executed the foregoing Consent of Daniel P. McCartney, personally appeared
before me and acknowledged to me that he executed the same.
/s/ Richard. W. Hudson
--------------------------
Notary Public
My Commission expires December 19, 1998
Approved as to form:
/s/ Janet Goets
- ------------------------------
Skadden, Arps, Slate, Meagher & Flom
- ------------------------------------
Attorneys for defendant Daniel P. McCartney
-3-
<PAGE>
UNITED STATES DISTRICT COURT
FOR THE
EASTERN DISTRICT OF PENNSYLVANIA
- ------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION, )
)
Plaintiff, )
)
v. )
) FINAL JUDGMENT AS TO
HEALTHCARE SERVICES GROUP, INC., ) THOMAS A. COOK
DANIEL P. MCCARTNEY, THOMAS A. COOK, )
AND MELVYN B. MASON, )
)
Defendants. )
- ------------------------------------------------
Plaintiff, the United States Securities and Exchange
Commission (the "Commission"), having filed its Complaint and the Consent of
Thomas A. Cook to Entry of Final Judgment as to Thomas A. Cook ("the Consent");
Thomas A. Cook ("Cook") having acknowledged service of the Complaint, entered a
general appearance, admitted this Court's jurisdiction over him and over the
subject matter of this action, waived service of a summons, the filing of an
answer and the entry of findings of fact and conclusions of law pursuant to Rule
52 of the Federal Rules of Civil Procedure and, without admitting or denying any
of the allegations of the Complaint, except as to jurisdiction, which he admits,
consented to the entry of this Final Judgment as to Daniel P. Cook ("Final
Judgment"); and it further appearing that this Court has jurisdiction over Cook
and the subject matter hereof; and this Court being fully advised in the
premises:
<PAGE>
I.
IT IS ORDERED, ADJUDGED AND DECREED that Cook, his agents,
servants, employees and attorneys-in-fact, and those persons in active concert
or participation with them who receive actual notice of this Final Judgment by
personal service or otherwise, and each of them, be and hereby is permanently
restrained and enjoined from violating Section 10(b) of the Securities Exchange
Act of 1934 ("Exchange Act") [15 U.S.C. ss. 78j(b)], and Rule 10b-5 [17 C.F.R.
ss.240.10b-5] promulgated thereunder, by, directly or indirectly, through the
use of any means or instrumentality of interstate commerce, or of the mails, or
of any facility of any national securities exchange:
a. employing any device, scheme, or artifice to defraud;
b. making any untrue statement of a material fact or
omitting to state a material fact necessary in order
to make the statements made, in the light of the
circumstances under which they were made, not
misleading; or
c. engaging in any act, practice, or course of business
which operates or would operate as a fraud or deceit
upon any person,
in connection with the purchase or sale of any security.
II.
IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Cook, his
agents, servants, employees, and attorneys-in-fact, and those persons in active
concert or participation with them who receive actual notice of this Final
Judgment by personal service or otherwise, and each of them, be and hereby is
permanently restrained and enjoined from
-2-
<PAGE>
violating Section 13(a) of the Exchange Act [15 U.S.C. ss. 78m(a)] and Rules
12b-20, 13a-1, 13a-13 [17 C.F.R. ss.ss. 240.12b-20, 240.13a-1 and 240.13a-13]
promulgated thereunder by directly or indirectly, filing or causing to be filed
with the Commission any report required to be filed with the Commission pursuant
to Section 13(a) of the Exchange Act [15 U.S.C. ss. 78m(a)] and the rules and
regulations promulgated thereunder, which contains any untrue statement of
material fact, which omits to state any material fact necessary in order to make
the statements made, in the light of the circumstances under which they were
made, not misleading, or which omits to disclose any information required to be
disclosed.
III.
IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Cook pay to
the United States Treasury civil penalties in the total amount of $50,000,
pursuant to Section 21(d) of the Exchange Act [15 U.S.C. ss. 78u(d)]. Within 30
business days of the Entry of Final Judgment, Cook shall transmit by certified
check payable to "Securities and Exchange Commission" the amount of $50,000. The
Payment shall be sent to Comptroller of the Securities and Exchange Commission,
450 Fifth Street, N.W., Washington, D.C. 20549. The Comptroller of the
Securities and Exchange Commission shall forward such funds to the proper
account at the United States Treasury. The payment to the Comptroller shall be
accompanied by a letter that identifies Cook as the defendant in this action,
the civil action number assigned to the Complaint, the District Court in which
the Complaint, Consent and this Final Judgment were filed, and the Commission's
internal case number (HO-2458). Copies of the letter shall be sent to the
Secretary of the Commission, 450 Fifth Street, N.W. Mail Stop 6-9, Washington
D.C. 20549, and simultaneously to Gary N. Sundick, Associate
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<PAGE>
Director, Securities and Exchange Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
IV.
IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the annexed
Consent be, and the same hereby is, incorporated herein by reference with the
same force and effect as if fully set forth herein.
V.
IT IS FURTHER ORDERED, ADJUDGED AND DECREED that this Court
shall retain jurisdiction of this matter for the purpose of enforcing the terms
of this Final Judgment.
VI.
There being no just cause for delay, the Clerk of the Court is
directed, pursuant to Rule 54(b) of the Federal Rules of Civil Procedure, to
enter this Final Judgment forthwith and without further notice.
/s/ Eduardo C. Robreno
----------------------
United States District Judge
DATED: 10/16/96
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<PAGE>
UNITED STATES DISTRICT COURT
FOR THE
EASTERN DISTRICT OF PENNSYLVANIA
- ------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION, )
)
Plaintiff, )
)
v. )
) CONSENT OF THOMAS A.
HEALTHCARE SERVICES GROUP, INC., ) COOK
DANIEL P. MCCARTNEY, THOMAS A. COOK, )
AND MELVYN B. MASON, )
)
Defendants. )
- ------------------------------------------------
1. Defendant Thomas A. Cook ("Cook") enters a general
appearance, admits this Court's jurisdiction over him and over the subject
matter of this action, and acknowledges service upon him of the Complaint of
Plaintiff, the United States Securities and Exchange Commission (the
"Commission"), in this action, and waives service of a summons and waives the
filing of an Answer.
2. Cook, without admitting or denying the allegations of the
Complaint, except as to jurisdiction, which he admits, consents to the entry of
the Final Judgment as to Thomas A. Cook (the "Final Judgment") in the form
attached hereto and incorporated by reference herein, which: (1) permanently
restrains and enjoins Cook from violating, directly or indirectly, Sections
10(b) and 13(a) of the Securities Exchange Act of 1934 ("Exchange Act") [15
U.S.C. ss.ss. 78j(b) and 78m(a)] and Rules 10b-5, 12b-20, 13a-1 and 13a-13
thereunder [17 C.F.R. ss.ss. 240.10b-5, 240.12b-20, 240.13a-1, and 240.13a-13];
and (2) orders Cook to pay a civil penalty pursuant to Section 21(d) of the
Exchange Act [15 U.S.C. ss. 78u(d)] in the amount of $50,000.
<PAGE>
3. Cook waives the entry of findings of fact and
conclusions of law pursuant to Rule 52 of the Federal Rules of Civil Procedure.
4. Cook waives any right he may have to appeal from the
entry of the Final Judgment.
5. Consistent with the provisions of 17 C.F.R.
ss.202.5(f), Cook waives any claim of Double Jeopardy based upon the settlement
of this proceeding, including the imposition of any remedy or civil penalty
herein.
6. Cook enters into this Consent voluntarily and
represents that no threats, offers, promises or inducements of any kind have
been made by the Commission or any member, officer, employee, agent, or
representative of the Commission to induce him to enter into this Consent.
7. Cook agrees that this Consent shall be incorporated
by reference into the Final Judgment with the same force and effect as if fully
set forth therein.
8. Cook agrees that he will not oppose the enforcement
of the Final Judgment on the ground, if any exists, that it fails to comply with
Rule 65(d) of the Federal Rules of Civil Procedure, and hereby waives any
objection he may have based thereon.
9. Cook waives service upon him of Final Judgment and
agrees that entry of the Final Judgment by this Court and filing with the Clerk
in the United States District Court for the Eastern District of Pennsylvania
will constitute notice to Cook of the terms and conditions of such Final
Judgment.
10. Cook agrees that the Final Judgment may be presented
by the Commission to this Court for signature and entry without further notice.
11. Cook agrees that this Court shall retain jurisdiction
over this matter for the purpose of enforcing the terms of the Final Judgment.
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<PAGE>
12. Cook acknowledges that he has read, understands, and
agrees to comply with the policy of the Commission, set forth in 17 C.F.R.
Section 202.5, not to permit a defendant to consent to a judgment that imposes a
sanction while denying the allegations in the complaint. Cook agrees not to take
any action or make any public statement denying, directly or indirectly, any
allegation in the Complaint. Cook further agrees not to take any action or make
any public statement that creates, or tends to create, the impression that the
Complaint underlying the Final Judgment is without factual basis. Nothing in
this provision affects Cook's testimonial obligations or his right to take legal
positions in other non-Commission litigation.
/s/ Thomas A. Cook
------------------
Thomas A. Cook
DATED: 8/22/96
On this 22 day of August, 1996, Thomas A. Cook, being known to me and
who executed the foregoing Consent of Thomas A. Cook, personally appeared before
me and acknowledged to me that he executed the same.
/s/ Richard W. Hudson
- ---------------------------------------
Notary Public
My Commission expires December 19, 1998
Approved as to form:
/s/ David M. Becker
- --------------------------------------
Attorneys for defendant Thomas A. Cook
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