[Federal Register Volume 70, Number 57 (Friday, March 25, 2005)]
[Notices]
[Pages 15371-15372]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 05-5986]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION


Sunshine Act Meetings

    Notice is hereby given, pursuant to the provisions of the 
Government in the Sunshine Act, Pub. L. 94-409, that the Securities and 
Exchange Commission will hold the following meetings during the week of 
March 28, 2005:
    An open meeting will be held on Tuesday, March 29, 2005, at 10 a.m. 
in Room 1C30 and closed meetings will be held on Tuesday, March 29, 
2005, at 11 a.m. and Thursday, March 31, 2005, at 2 p.m.
    Commissioners, Counsel to the Commissioners, the Secretary to the 
Commission, and recording secretaries will attend the closed meeting. 
Certain staff members who have an interest in the matters may also be 
present.
    The General Counsel of the Commission, or his designee, has 
certified that, in his opinion, one or more of the exemptions set forth 
in 5 U.S.C. 552b(c)(3), (5), (7), (9)(B), and (10) and 17 CFR 
200.402(a)(3), (5), (7), 9(ii) and (10), permit consideration of the 
scheduled matters at the closed meeting.
    Commissioner Goldschmid, as duty officer, voted to consider the 
items listed for the closed meeting in closed session.
    The subject matter of the open meeting scheduled for Tuesday, March 
29, 2005, will be:

    The Commission will hear oral argument on appeals by Robert W. 
Armstrong, III and

[[Page 15372]]

the Division of Enforcement of an initial decision of an 
administrative law judge. Armstrong was formerly controller of 
National Medical Care, Inc. (``NMC''), a subsidiary of W.R. Grace & 
Co. (``Grace''). The law judge found that Armstrong participated in 
a scheme to manipulate Grace's reported earnings to achieve 
predetermined targets. The alleged scheme involved improperly 
recording excess earnings as reserves and later using the excess 
reserves to bolster earnings, thereby achieving the impression that 
Grace had steady, consistent growth in income over a period of 
several years.
    The law judge found that Armstrong willfully violated Section 
10(b) of the Securities Exchange Act of 1934 and Exchange Act Rule 
10b-5 and that he was a cause of Grace's violation of those 
provisions. The law judge also concluded that, as a result of the 
scheme to manipulate Grace's earnings, Grace's periodic reports 
during the relevant period included financial statements that were 
not in accordance with Generally Accepted Accounting Principles 
(``GAAP'') and that were materially misleading in violation of the 
periodic reporting requirements contained in Exchange Act Section 
13(a) and Exchange Act Rules 12b-20, 13a-1, and 13a-13. The law 
judge found that Armstrong was a cause of these violations. The law 
judge further found that Armstrong violated the recordkeeping 
requirements of Exchange Act Section 13(b)(5) and Exchange Act Rule 
13b2-1, and was a cause of Grace's violation of these provisions and 
of Exchange Act Section 13(b)(2). The law judge imposed a cease-and-
desist order against Armstrong.
    The law judge dismissed the charges brought pursuant to 
Commission Rule of Practice 102(e). The law judge held that 
Armstrong had not been appearing or practicing before the 
Commission, and dismissed the Rule 102(e)(1)(iii) charges on this 
basis.
    Armstrong appeals the law judge's conclusion that he violated 
and caused Grace's violations of the federal securities laws and the 
Commission's rules. He also maintains that there is no basis in the 
public interest for the imposition of a cease-and-desist order. The 
Division appeals the law judge's dismissal of the Rule 102(e) 
charges. The Division seeks to deny permanently to Armstrong the 
privilege of appearing or practicing before the Commission.

    Among the issues likely to be considered are:
    (1) Whether respondent committed the alleged violations; and
    (2) If so, whether sanctions should be imposed in the public 
interest.
    The subject matter of the closed meeting scheduled for Tuesday, 
March 29, 2005, will be:
    Post-argument discussion.
    The subject matter of the closed meeting scheduled for Thursday, 
March 31, 2005, will be:
    Formal orders of investigations;
    Institution and settlement of injunctive actions; and
    Institution and settlement of administrative proceedings of an 
enforcement nature.
    At times, changes in Commission priorities require alterations in 
the scheduling of meeting items.
    For further information and to ascertain what, if any, matters have 
been added, deleted or postponed, please contact:
    The Office of the Secretary at (202) 942-7070.

    Dated: March 22, 2005.
Jonathan G. Katz,
Secretary.
[FR Doc. 05-5986 Filed 3-22-05; 4:21 pm]
BILLING CODE 8010-01-P