SECURITIES AND EXCHANGE COMMISSION Washington, D.C. Litigation Release No. 15914 / September 30, 1998 SECURITIES AND EXCHANGE COMMISSION V. JAMES BOWMAN AND WALLACE BOWMAN, Civil Action No. CA-98-1419-A (E.D.Va.) (filed September 30, 1998) SEC Files Complaint Against Former Director And His Brother For Insider Trading Prior To 1996 Bank Merger; Settles With Defendants For $31,074 On September 30, 1998, the Commission filed a civil complaint in the United States District Court for the Eastern District of Virginia alleging that James Bowman, a former director of F&M National Corporation ("F&M"), traded in the securities of Allegiance Banc Corporation ("Allegiance") and tipped his brother, Wallace Bowman, who also traded in Allegiance, prior to the companies' April 22, 1996 public announcement that the companies had entered into a definitive agreement for F&M to acquire Allegiance through a stock swap. The Commission's complaint alleges that in March 1996, James Bowman, a director of F&M, purchased a total of 2000 shares of Allegiance common stock (NASDAQ: ALLG) while in possession of material, nonpublic information about the merger, reaping $8,125 in profits when he sold the shares shortly after the announcement. The complaint further alleges that in January and March 1996, Wallace Bowman, James Bowman's brother, bought a total of 1000 shares of Allegiance common stock, earning $4,250 in profits when he sold the shares shortly after the announcement. Two days before each of Wallace Bowman's purchases, James Bowman attended meetings of F&M's Board of Directors during which the Board approved offers for Allegiance. The Commission's complaint alleges that Wallace and James Bowman spoke shortly after each of these meetings, at which time James provided material, nonpublic information to Wallace concerning the merger in breach of James' fiduciary duty to F&M. James Bowman resigned as an F&M director in July 1996, after a National Association of Securities Dealers' inquiry identified him as having traded in Allegiance stock prior to the merger announcement. The Commission's complaint seeks a permanent injunction against James and Wallace Bowman for violations of the antifraud provisions of the Securities Exchange of 1934 ("Exchange Act"), disgorgement of their profits, and civil penalties pursuant to the Insider Trading Sanctions Act, Section 21A of the Exchange Act ("ITSA"). Simultaneously with the filing of the Commission's complaint, James Bowman consented, without admitting or denying the allegations of the complaint, to the entry of a final judgment permanently enjoining him from violating Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and ordering him to pay $21,862, which comprises $8,125 in disgorgement of his illicit profits, $1,362 in prejudment interest thereon, and a $12,375 ITSA penalty (representing a penalty on his profits and Wallace Bowman's profits). Also simultaneously with the filing of the Commission's complaint, Wallace Bowman consented, without admitting or denying the allegations of the complaint, to the entry of a final judgment permanently enjoining him from violating Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and ordering him to pay $9,212, which comprises $4,250 in disgorgement of his illicit profits, $712 in prejudment interest thereon, and a $4,250 ITSA penalty.