March 13, 2006

OSC approves settlement between its staff and former Philip Services officers

The Ontario Securities Commission (OSC) has approved a settlement agreement between its staff and former Philip Services executives Allen Fracassi, Philip Fracassi, Marvin Boughton, Graham Hoey and John Woodcroft. The OSC noted that its approval was based in part on the fact that its staff had agreed that the executives named had no knowledge of the inappropriate accounting treatment relating to numerous financial transactions undertaken during the 1990s by the company's metals group.

The group, Philips' largest operating division, was headed at the time by Robert Waxman who was also a director of Philip Services; he resigned both positions in early 1998. Waxman was subsequently charged under the Criminal Code of Canada with 12 counts of fraud in excess of $5,000 in connection with his conduct as an officer of Philip.

Pending the outcome of a preliminary hearing on the Criminal Code charges, the OSC has granted Waxman's request for an adjournment of Commission hearings on the matter. In accordance with his bail conditions and a commitment to the OSC (termed an undertaking), Waxman has agreed to refrain from acting as an officer or director of a publicly traded company or any affiliate of a publicly traded company in Ontario.

Under the settlement agreement, the Fracassi brothers, Boughton and Woodcroft are prohibited from becoming or acting as an officer or director of a publicly traded company for ten years, Hoey for five years. All five former executives have also been ordered to pay $100,000 each in costs to the OSC.

Commenting on the agreement, the executives' lawyer, Robert Brush of Groia & Company, said, "Our clients are pleased that this agreement brings the process with the OSC to a mutually satisfactory conclusion."

The settlement agreement, including an agreed statement of facts, may be viewed on the OSC Web site, More information is also available from Robert Brush, 416/203-4476, E-mail

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