==========================================START OF PAGE 1====== UNITED STATES SECURITIES AND EXCHANGE COMMISSION LITIGATION RELEASE NO. 14986 / July 22, 1996 SECURITIES AND EXCHANGE COMMISSION v. THE HALLWOOD GROUP INCORPORATED AND ANTHONY J. GUMBINER USDC/ND TX [Dallas Div.] CA-3-96-CV-2045-J The Commission announced that on July 22 a civil action was filed and final Orders entered against The Hallwood Group Incorporated (Hallwood) and Anthony J. Gumbiner (Gumbiner) for insider trading in the stock of ShowBiz Pizza Time, Inc. (ShowBiz). Simultaneously with the filing of the Complaint, Hallwood consented to the entry of the Final Judgment which imposes an injunction against future violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder. Further, the Final Judgment requires Hallwood to disgorge $953,125.00, representing the loss avoided by its trading in ShowBiz stock from June 7 through June 10, 1993, plus prejudgment interest of $240,665.60. Under the terms of the agreed Judgment, Hallwood will pay $600,000 within 30 days, $300,000 by September 30, 1996, and the remaining $293,790.60, plus accumulated postjudgment interest, by December 31, 1996. Also simultaneously with the filing of the Complaint, Gumbiner consented to the entry of the Stipulation and Order which requires payment of a civil penalty of $476,562.50 pursuant to the control person provisions of the Insider Trading and Fraud Enforcement Act, codified at Section 21A of the Exchange Act. The Commission's complaint alleged that Hallwood sold 100,000 shares of ShowBiz stock at $28.75 to $29.9375 per share between June 7 and June 10, 1993, prior to ShowBiz's June 11 public announcement of deteriorating earnings. Following the negative earnings announcement, ShowBiz stock fell precipitously. Gumbiner is the Chief Executive Officer, chairman of the board of directors, and controlling shareholder of Hallwood, as well as a director of ShowBiz. According to the complaint, Gumbiner directed Hallwood's sales of ShowBiz stock and knew that the sales would be occurring during the week of June 7. The Commission alleges that on June 7, 1993, Gumbiner received material non-public information that Showbiz's quarterly earnings would fall short of expectations. The Commission contends that, although the Hallwood officer implementing Hallwood's sales was unaware of the negative earnings information, Gumbiner's knowledge of the material, non-public information was attributable to Hallwood. The Commission's complaint further alleges that Gumbiner, as a control person of Hallwood, knew or recklessly disregarded that the company was likely to engage in insider trading and he failed to take appropriate steps to prevent such trading. ==========================================START OF PAGE 2======