==========================================START OF PAGE 1====== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. Litigation Release No. 14906 / May 9, 1996 SEC v. KATHLEEN LANE, JAMES PROPP, PAUL TSANG, ROBERT GUERIN, LUTHER KNOX, and JULIE PROPP, Civil Action No. 96-1728(SI) (N.D. Cal. May 9, 1996) The Securities and Exchange Commission today filed a civil action alleging that six defendants committed insider trading by trading in the securities of Intuit, Inc. ("Intuit"), or by tipping others so that they could trade, shortly before two announcements: an October 13, 1994 announcement concerning a proposed merger between Microsoft Corporation ("Microsoft") and Intuit; and a May 20, 1995 announcement that the planned merger had been abandoned. All defendants have settled the action by agreeing to the entry of permanent injunctions against them and paying a total of $472,342 in disgorgement and penalties. The Commission's Complaint alleges that Intuit's chief financial officer confided in his wife, defendant Kathleen Lane ("Lane"), about the proposed merger. Lane then allegedly tipped her son, James Propp, who tipped two of his business associates, Paul Tsang ("Tsang") and Robert Guerin ("Guerin"), and the three invested in Intuit stock and options together. In addition, the Complaint alleges that Lane also tipped her daughter, Julie Propp, who tipped a friend, Luther Knox ("Knox"), who also purchased Intuit stock. The Complaint further alleges that seven months later, before Microsoft and Intuit announced that the merger plans would be abandoned, Lane tipped James Propp and Tsang as to the impending adverse news. James Propp and Tsang allegedly informed Guerin of what Lane had told them, and the three sold Intuit stock and purchased put options together. According to the Complaint, defendants James Propp, Tsang and Guerin realized profits and avoided losses totaling $187,805 from trading Intuit stock and options while in possession of material nonpublic information. The Complaint alleges that Knox made illegal profits of $14,998 from trading in the securities of Intuit, and total tippee profits and losses avoided were $202,803. The Commission's suit, filed in the United States District Court for the Northern District of California, alleges that the defendants violated Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and that Lane, James Propp, Tsang and Guerin also violated Section 17(a) of the Securities Act of 1933. Simultaneously with the commencement of the action, the defendants consented, without admitting or denying the allegations of the Complaint, to the entry of a final judgment - 2 - permanently enjoining them from violating the antifraud provisions of the federal securities laws alleged against them. In addition, Lane agreed to pay civil penalties of $202,803; James Propp, Tsang and Guerin each agreed to pay disgorgement of $62,602, prejudgment interest of $6,309 and civil penalties of $14,000; Knox agreed to pay disgorgement of $14,998 and prejudgment interest of $1,808; and Julie Propp agreed to pay civil penalties of $4,000. The Commission acknowledges the assistance of the Chicago Board Options Exchange, Inc. and the National Association of Securities Dealers, Inc. in investigating this matter. The investigation is continuing.