80.Pursuant to Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange Act Rule 10b-5 [17 C.F.R. § 240.10b-5], it is unlawful for any person in connection with the purchase or sale of any security, by the use of any means or instruments of transportation or communication in interstate commerce or by use of 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 of a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or (c) engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser.
81.C&A, Stockman, McCallum, Stepp, and Jones, acting knowingly or recklessly, violated Section 10(b) and Rule 10b-5 in connection with the round-trip transactions with McCallum as described in Paragraphs 20-25. Their acts and omissions resulted in material overstatement of C&A's earnings from October 2001 through March 31, 2003. These overstatements were included in the offering memorandum issued in August 2004, the registration statement filed on January 27, 2005, and in quarterly, annual, and current reports filed with the Commission, as described in Paragraphs 3, 24, 49-51, and 53.
82.C&A, Stockman, Jones, Cosgrove, McCallum, Barnaba, and Gougherty, acting knowingly or recklessly, violated Section 10(b) and Rule 10b-5 in connection with C&A's purchasing rebate scheme as described in Paragraphs 20 and 26-48 above. Their acts and omissions resulted in material overstatement of C&A's reported earnings from