UNITED STATES SECURITIES AND EXCHANGE COMMISSION LITIGATION RELEASE NO. 15981 / November 19, 1998 SECURITIES AND EXCHANGE COMMISSION v. EURO SECURITY FUND, et al., No. 98-Civ-7347 (DLC) (S.D.N.Y.) (amended complaint filed November 17, 1998) SEC AMENDS COMPLAINT AND COURT ENTERS PRELIMINARY INJUNCTION AND EXTENDS ASSET FREEZE IN INSIDER TRADING CASE AGAINST FOREIGN BUYERS OF ELSAG BAILEY PROCESS AUTOMATION, N.V., STOCK AND OPTIONS The Securities and Exchange Commission announced the filing of an amended complaint in its insider trading case against certain foreign purchasers who bought Elsag Bailey stock and options before the October 14, 1998, announcement of ABB Asea Brown Boveri Ltd.'s tender offer for the company's securities. In its amended complaint, the Commission identified certain defendants previously described as "one or more unknown purchasers" in the original complaint, added insider trading claims against additional defendants, and identified additional trades in its insider trading claims against existing defendants. In addition to Euro Security Fund and Coim, the original defendants in this action now identified in the amended complaint included Ron Sleegers, a vice president for ABB in Zurich, Switzerland, and International Structures Consulting, B.V., a Dutch company Sleegers controls; Giovanni Piacitelli, an Italian national who is a registered representative at Schroder & Co., Inc.'s offices in Grenolier and Geneva, Switzerland, and who handled the Elsag Bailey trades by Euro Security Fund, Coim and Pictet & Cie; Pierre Bottinelli, who is Piacitelli's supervisor at Schroder; Franck Hakkert, H.J.M. De Boer, C.J. Broekema and E.H. Van Geenen, all of whom are residents of the Netherlands with direct or indirect ties to Elsag Bailey employees; and a Mrs. A. Verkaik, also a resident of the Netherlands. In its amended complaint, the Commission named as additional defendants Mario Merello and Fabrizzio Pessina, both officers of Euro Security Fund, Francesco Marotta, a principal of Coim, Meindert Panagiotis Hakkert and Hendrik Marinus Bouwmeester, both Elsag Bailey employees, and Hans P. Romanesko, a former Elsag Bailey employee. The Commission's amended complaint expanded its insider trading claims against Sleegers and Euro Security Fund to include additional trades beginning on September 8, 1998, and added insider trading claims against another ABB employee, Urs Heller, and his wife. These additional trades increased to approximately $7.4 million the total of allegedly illegal insider trading profits. On November 2, 1998, the Hon. Denise L. Cote of the U.S. District Court for the Southern District of New York, held an evidentiary hearing on in this case and concluded that the Commission made a substantial showing that it was likely to succeed on its insider trading claims. On November 10, 1998, the Court entered an Order for a Preliminary Injunction and Asset Freeze preliminarily enjoining certain defendants from future violations of Section 10(b) of the Securities Exchange Act and Rule 10b-5 thereunder and continuing with limited modifications the October 19, 1998, freeze on some $6.6 million of the defendants' assets until a final adjudication on the merits. (See LR-15942, October 20, 1998.) The Court entered the Order against defendants Euro Security Fund and Coim S.A., against C.J. Broekema, H.J.M. De Boer, F. Hakkert, E.H. van Geenen, and Mrs. A. Verkaik, and against one or more other purchasers through Banca Privata Solari & Blum, Banque Cantonale Vaudoise, and ABN Amro Bank, N.V., who were still unidentified at the time of the hearing. The Court allowed these defendants ten days to apply for reconsideration on the grounds that they did not receive sufficient notice to allow for an appearance at the preliminary injunction hearing. The Court also signed orders on joint stipulations as to defendants Ron Sleegers and International Structures Consulting B.V., Pictet & Cie-Geneva and Giovanni Piacitelli, continuing its October 19, 1998, Temporary Restraining Order with certain limited modifications as to discovery deadlines and as to the sale of the Elsag Bailey securities identified in the Commission's complaint. The stipulated orders remain in effect until otherwise ordered by the Court. The stipulated orders and the Order for a Preliminary Injunction and Asset Freeze expressly allow the defendants to dispose of their Elsag Bailey stock or options provided the proceeds of any such sales are retained subject to the Court's asset freeze.