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U.S. Securities and Exchange Commission

U.S. SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 19767 / July 20, 2006

John J. Kahl Jr., et al., 2:06 CV 608 (S.D. Ohio) (July 19, 2006)

SEC Charges Four Individuals With Insider Trading in the Stock of Worthington Foods, Inc.

On July 19, 2006, the Securities and Exchange Commission filed a Complaint in the United States District Court for the Southern District of Ohio against John J. Kahl, Jr., Rosa Maria Gertrude Stephan, Alfred Stephan, and Kristina Stephan based on insider trading in the stock of Worthington Foods, Inc. ("Worthington").

In its Complaint, the Commission alleges that during August and September 1999, Roger Blackwell, who was a member of the board of directors of Worthington from 1993 to 1999, disclosed material, non-public information regarding Kellogg Company's ("Kellogg") proposed acquisition of Worthington to Defendants John J. Kahl Jr., Gertrude Stephan, Alfred Stephan, and Kristina Stephan. The Commission further alleges that Kahl, Gertrude Stephan, and Alfred Stephan purchased Worthington common stock while in possession of, and/or using, material, nonpublic information regarding Kellogg's proposed acquisition of Worthington. According to the Commission, based on Blackwell's tip, Kahl made profits of $168,315.90 from his trading in Worthington securities; Gertrude and Alfred Stephan made profits of $19,212.60 from their trading in Worthington securities. The Commission also alleges that Kristina Stephan facilitated the tipping of her parents, Gertrude and Alfred Stephan, by passing to them information about Kellogg's proposed acquisition of Worthington, which she received from Roger Blackwell. The Commission charges these defendants with violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder.

All four defendants have settled this action without admitting or denying the allegations in the Complaint. Defendant Kahl consented to a permanent injunction from future violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, disgorgement of all insider trading profits of $168,315.90, prejudgment interest of $58,681.21, and a civil penalty of $84,157.95. Defendants Gertrude and Alfred Stephan consented to permanent injunctions, disgorgement of all insider trading profits in the amount of $19,212.60, prejudgment interest of $6,784.61, and a civil penalty of $9,606.30. Defendant Kristina Stephan consented to a permanent injunction and a civil penalty of $9,606.30.

In accepting the settlement, the Commission took into account the Defendants' cooperation in the criminal prosecution of Roger Blackwell for illegal insider trading in U.S. v. Blackwell, 04 Cr 134 (S.D. Ohio). The Commission has also charged Roger Blackwell and numerous tippees with illegal insider trading in a civil enforcement action. See SEC v. Blackwell et. al, 03 Civ 0063 (S.D. Ohio), Lit. Rel. No. 17944 (Jan. 21, 2003).

The Commission acknowledges the assistance of the Office of the U.S. Attorney for the Southern District of Ohio in this matter.

SEC Complaint in this matter

 

http://www.sec.gov/litigation/litreleases/2006/lr19767.htm


Modified: 07/20/2006