123.By reason of the foregoing, defendants Stockman, Stepp, Jones, Cosgrove, McCallum, Barnaba, Gougherty, and Galante violated Rule 13b2-2 and, unless restrained, will continue to violate that rule.
Violation of Exchange Act Rule 13a-14
(Stockman and Stepp)
124.Paragraphs 1-72 are incorporated herein with the same force and
effect as if set out in full.
125.Rule 13a-14 under the Exchange Act [17 C.F.R. § 240.13a-14] provides that each report filed with the Commission pursuant to Section 13(a) of the Exchange Act must include a certification, in a form identified by the Commission, signed by the principle executive officer and the principal financial officer of the issuer.
126. As described in Paragraph 50, Stockman signed such certifications as part of C&A's quarterly reports (Form 10-Q) for each quarter from the second quarter of 2003 through the third quarter of 2004, and as part of C&A's annual report (Form 10-K) for 2003. Stepp signed such certifications as part of C&A's quarterly reports for each quarter from the third quarter of 2002 through the second quarter of 2004, and as part of C&A's annual reports for 2002 and 2003. The certifications by Stockman and Stepp stated that C&A's financial statements and the other financial information in the report fairly presented C&A's financial condition, results of operations, and cash flows for the reporting periods. These certifications were false or misleading, and were known by Stockton and Stepp to be false or misleading.
127.By reason of the foregoing, Stockman and Stepp violated Rule 13a-14, and unless restrained will continue to violate that rule.