"So often we lawyers are accused of cooking up the complaints (against corporations), when what we're dealing with is defendants cooking the books," said New York City attorney Fred Taylor Isquith.

This time, it's the Securities and Exchange Commission which charged Tuesday that two former executives Inacom created a "cookie jar" of money that they used to make the company appear profitable in 1999 when it was actually losing money.

The false figures hid the company's true financial condition from shareholders, who ended up losing nearly all the money they had invested in Inacom as it went bankrupt in June 2000, according to the SEC, which oversees financial activities by publicly traded companies.

The SEC lawsuit, filed in U.S. District Court in Omaha, seeks civil penalties against David C. Guenthner, former chief financial officer of Inacom, and Jay M. Samuelson, former assistant comptroller.

Guenthner denied the allegations, saying that SEC did not understand the facts and that the accounting practices were proper. He said he would fight the lawsuit and demonstrate that he and Samuelson acted properly.

Samuelson's attorney said there was no allegation that Samuelson had benefited from any accounting decisions. The attorney, David Zisser of Denver, said accounting rules are subject to judgment, and that decisions that turn out later to be incorrect are not necessarily violations of accounting practices or fraudulent.

Isquith is an attorney with Wolf, Haldenstein, Adler, Freeman & Hertz, a law firm that has filed hundreds of court complaints against corporations, usually alleging that shareholders lost money because they were misled about the financial performance of publicly traded corporations.

Shareholder lawsuits have become almost routine, especially over the past few years as tech companies such as Inacom have run into financial problems. Inacom's basic business was to purchase computers, customize them and then re-sell them to businesses.

Many of the lawsuits are dropped or settled before trial, with the law firms receiving substantial commissions and shareholders recovering only a portion of their losses.

With the SEC complaint against Inacom, Isquith said, "It's good to see that once in awhile the SEC is going to be aggressive, and, of course, that gives us (plaintiffs' lawyers) some credibility."

Sanford Dumain, a New York attorney with another law firm involved in shareholder actions, said the SEC complaint against the Inacom executives might be important if its allegations go beyond what the shareholders already have claimed. He had not read the SEC filing on Inacom.

Attorneys for Inacom have asked a Delaware court to dismiss the pending shareholder cases, but there has been no decision on that request, said Dumain.

Allegations in the SEC complaint focus on 1999, when Inacom's financial performance was slipping. By mid-October, the stock had dropped by one-third in three months. A good third-quarter earnings report was critical to the company because, if forecasts weren't met, its stock probably would slide further.

The SEC said that Guenthner and Samuelson ensured a good financial report by pulling money out of the cookie jar - an improper reserve account - and adding it to revenues so that the company would show a profit rather than its actual loss.

The SEC said there was "no identifiable basis" for the improper reserve account or for other accounting steps taken by Guenthner and Samuelson, including counting potential manufacturers' rebates as revenue when there was no reason to think the rebates would be collected.

The government also accused Guenthner of keeping information from the company's board of directors, of being vague and incomplete in answering directors' questions and of lying to the accounting firm that audited the company's books.

On Oct. 20, 1999, Guenthner went before the board of directors' audit committee to defend a report that was padded with $14 million from the so-called cookie jar, according to the SEC complaint. The audit committee raised questions about why the report showed such a healthy operating income - $33.8 million - on relatively poor sales.

Guenthner, the government says, didn't tell them about the cookie jar. Nor did he tell the full board about it the next day.

Not until the new chief executive, Gerry Gagliardi, confronted Guenthner after an Oct. 22 meeting at which managers reported poor results and projected worse ones did he admit that the good bottom line had been reached by slipping something out of the cookie jar, the government contends.

The SEC said the cookie jar in the two men's "scheme" held reserves that the executives said were for paying anticipated expenses. From the jar, they took $7.1million in reserves accumulated in the first three quarters of the year and called it income in the first draft of the third-quarter report. They took an additional $7 million from other reserves, the government says, and the total $14million artificially increased operating income - which is income before taxes and some other expenses - to $33.8million.

Besides the reserves, the lawsuit said, Guenthner and Samuelson also counted up $15.6 million in inventory errors over three quarters of 1999 and used it to boost third-quarter earnings by $10.8 million more than they should have. That amount really should have been added to the first- and second-quarter earnings, the government says.

Inacom was an Omaha company started in 1982 as part of Valmont Industries to sell computers to farmers. It went public in 1987 and grew into a Fortune 500 company that even as it was spiraling downward in late 1999 employed 12,000 people, 1,400 of them in Omaha.