UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Securities Exchange Act of 1934
Release No. 41965 / September 30, 1999
File No. 3-10070
In the Matter of: )
) ORDER INSTITUTING ADMINISTRATIVE
Michael Paul Green, ) PROCEEDINGS, MAKING FINDINGS AND
) IMPOSING REMEDIAL SANCTIONS
Respondent. ) PURSUANT TO SECTIONS 15(b) AND
) 19(h) OF THE SECURITIES
) EXCHANGE ACT OF 1934
The Securities and Exchange Commission ("Commission") deems it
appropriate and in the public interest that administrative proceedings be
instituted pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act
of 1934 ("Exchange Act") against Michael Paul Green
In anticipation of the institution of these administrative proceedings, Green
has submitted an Offer of Settlement, which the Commission has determined to
accept. Solely for purposes of these proceedings and any other proceedings
brought by, or on behalf of, the Commission, or to which the Commission is a
party, and without admitting or denying the findings herein, except as to the
jurisdiction of the Commission over him and the subject matter of these
proceedings and the entry of the permanent injunction as described in paragraph
II.D. below, which he admits, Green consents to the entry of this Order
Instituting Administrative Proceedings, Making Findings and Imposing Remedial
Sanctions Pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of
Accordingly, IT IS HEREBY ORDERED that public administrative
proceedings be, and hereby are, instituted against Green pursuant to Sections
15(b) and 19(h) of the Exchange Act.
On the basis of this Order and Green's Offer of Settlement, the Commission
A. Green, age 31 and a resident of Edison, New Jersey, was, at all relevant
times, an associated person of a broker-dealer registered with the Commission
pursuant to Section 15(a) of the Exchange Act.
B. On May 26, 1999, the Commission filed a complaint in the United States
District Court for the Southern District of New York captioned S.E.C. v.
Cassano, et al, Civil Action No. 99-CV-3822 (LAK)(S.D.N.Y.) alleging, among
other things, that, on June 2, 1995, Green engaged in insider trading in
violation of Sections 10(b) and 14(e) of the Exchange Act and Rules 10b-5 and
14e-3 thereunder in connection with transactions in the securities of Lotus
Development Corporation ("Lotus").
C. Specifically, the Commission alleged that: (i) Green purchased five June
$30 call options and 75 shares of Lotus common stock on June 2, 1995, while
possessing material nonpublic information relating to a plan by International
Business Machines Corporation ("IBM") to commence a tender offer for
Lotus, which he knew, or was reckless in not knowing, came from an IBM employee
working on the deal; (ii) Green tipped another individual who also purchased
shares of Lotus common stock; and (iii) on June 5, 1995, when IBM publicly
announced its intention to commence a tender offer for all of Lotus' outstanding
common stock, Green and his tippee realized an aggregate profit of $17,935.
D. On June 2, 1999, a final judgment was entered against Green by consent
which: (i) permanently enjoined Green from violating Sections 10(b) and 14(e) of
the Exchange Act and Rules 10b-5 and 14e-3 thereunder; (ii) held Green liable
for disgorgement and prejudgment interest in the amount of $22,968; and (iii)
imposed a civil penalty of $17,935.
In view of the foregoing, the Commission deems it appropriate and in the
public interest to impose the sanctions specified in Green's Offer of
Accordingly, IT IS HEREBY ORDERED that Michael Paul Green be, and
hereby is, barred from association with any broker or dealer.
By the Commission.
Jonathan G. Katz
--The findings herein are not binding on anyone
other than the Respondent.