Document daD2wXxj4Z4xV2qV28XBEx6dB

MICROFILM ;vrrED states district court UOR THE DISTRICT OF CCLUMDIA SECURITIES AMD EXCHANGE COMMISSION, Plaintiff, v. RAPID-AMERICAN' CORPORATION, et al., Defendants. i PLAINTIff'S i I| RA-282*T^ --1,1 f' ;9?3 Civil Action N3/~. _ '` 1 1 FINAL JUDGMENT OF PERMANENT INJUNCTION AGAINST MESHULAM RIKLIS Plaintiff Securities and Exchange Commission ("Commission") having filed its Complaint for Permanent Injunction ("Complaint") and defendant Meshulam Riklis ("Riklis") (1) having appeared and admitted the jurisdiction of the Court over him and over the subject matter of this action, (2) having waived making of any findings of fact or conclusions of law, (3) before the taking of any testimony ar.d without trial, argument or adjudication cf any issue of fact or law hereunder, (4) without admitting or denying the ailecaticns of the Complaint and (5) having consented to the entry of this Final Judgment of Permanent Injunction Against Meshulam Riklis as contained in the Consent and Undertaking of Meshulam Riklis annexed hereto and incorpoated herein, therefore: A IT IS HEREBY ORDERED, ADJUDGED AND DECREED that: I. Riklis, his agents, servants, employees, attorneys-infact, successors and assigns, and each of them, and all persons acting in concert or participation with them, are hereby permanently restrained and enjoined from violating Section 13(a) of the Securi ties Exchange Act of 1934 (IS U.S.C. 78m(a)] and Rules 12b-20, 13a-l, 13a-ll and 13a-13 [17 CFR 240.12b-20, 240.13a-l, 240. 13a-ll and 24Q.13a-13] thereunder by, directly or indirectly, filing or aiding and abetting the filing with the Commission on behalf of Rapid-American Corporation ("Rapid"), McCrory Corporation ("McCrory") Kenton Corporation ("Kenton"), any of their affiliates and subsi diaries, or any other issuer, of any Annual, Periodic, Quarterly or other report which is materially false or misleading or which omits to state a material tact necessary to make the statements made, in the light of the circumstances- under which they were made, not misleading or which fails to contain information required to be con tained on Forms 10-K, 10-Q, 8-K or any other such Forms required to be filed with the Commission. II. Riklis, his agents, servants, employees, attorneys-infact, successors and assigns, and each of them, and all persons acting in concert or participation with them, are hereby permanently restrained and enjoined from violating Section 13(d) of the Securi ties Exchange Act of 1934 (15 U.S.C. 78m(d)] and Rule 13d-l (17 CFR 240.13d-l] thereunder by, directly or indirectly, filing or aiding and abetting the filing with the Commission on behalf of Kenton, any of its affiliates and subsidiaries, or any other person, a Schedule 13D which is materially false or misleading or which emits tc state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading or which fails to contain information required to be contained in Schedule 13D. III. Riklis, his agents, servants, employees, attorneys-infact, successors and assigns, and each of them, and all persons acting in concert or participation with them, are hereby permanently restrained and enjoined from violating Section 14(a) of the Securi ties Exchange Act of 1934 (15 U.S.C. 78n(a)J and Rules 14a-3 and 14a-9 (17 CFR 240.14a-3 and 240.14a-9] thereunder by, directly or indirectly, making or aiding and abetting the making of any soli citation of proxies of shareholders of Rapid, McCrory or any other issuer by means of any proxy statement, form of proxy, notice of meeting or other communication, written or oral, containing any statement which is, at the time and in the light of the circum stances under which it is made, false or misleading with respect to any material fact or which omits to state any material fact required to be stated therein or necessary in order to make the 2 statements therein r.ot false cr misleading or necessary to correct any statement in any earlier commmication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading, or making any proxy solici tation in which any person solicited is not timely furnished with a written proxy statement containing the information specified in Schedule 14A (17 CFR 240.14a-101], except where provision of a written proxy statement is not required by applicable law or regulation. IV. IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the annexed Consent and Undertaking of Riklis be, and the same hereby is, incorporated herein with the same force and effect as if fully set forth herein. V. IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Riklis shall fully comply with his undertakings as set forth in the attached Consent and Undertaking of Riklis. VI. IT IS FURTHER ORDERED, ADJUDGED AND DECREED that tms Court retain jurisdiction of this matter for all purposes. UNITED STATES DISTRICT JUDGE DATED: August/,', 1979 Washington, D.C. 3