SECURITIES AND EXCHANGE COMMISSION Washington, D.C. Litigation Release No. 15625 / January 22, 1998 SECURITIES AND EXCHANGE COMMISSION v. William M. Fromm, Civil Action No. 98-0092-CV-W-3 (W.D. Mo. filed Jan. 22, 1998) The Securities and Exchange Commission ("Commission") has filed a complaint in the United States District Court for the Western District of Missouri against William M. Fromm ("Fromm") in which the Commission alleges that Fromm traded in the common stock of Purolator Products Company ("Purolator") while in possession of material, nonpublic information about Purolator, and provided advice concerning Purolator to two individuals who traded, prior to the October 3, 1994 announcement that Purolator and Mark IV Industries, Inc. ("Mark IV") had entered into a definitive merger agreement. Without admitting or denying any of the allegations in the complaint, except as to jurisdiction, Fromm consented to the entry of a final judgment enjoining him from violating sections 10(b) and 14(e) of the Securities Exchange Act of 1934 ("Exchange Act") and Exchange Act rules 10b- 5 and 14e-3, ordering him to disgorge $213,750, plus prejudgment interest on $13,750 of that amount of $4,076.36, and ordering him to pay a civil penalty of $13,750. According to the complaint, based upon 1) information that Fromm learned during a May 1994 meeting with the President and Executive Vice President of Dayco Products, Inc., a Mark IV subsidiary and client of the advertising, public relations, and consulting firm of which Fromm was President and Chief Executive Officer ("CEO"), 2) information that Fromm learned during a September 1994 conversation with Mark IV's Chairman and CEO at events related to a funeral, and 3) the previously publicly disclosed information of the resignation of Mark IV's CEO from Purolator's Board of Directors, Fromm formed the belief that Mark IV was likely to acquire Purolator. Also according to the Commission's complaint, Fromm subsequently purchased a total of 2,000 shares of Purolator common stock and advised two individuals, who traded when it was reasonably foreseeable that they would do so, of his belief that Mark IV was likely to acquire Purolator. The Commission alleges in its complaint that, in so doing, Fromm misappropriated material, nonpublic information that he obtained during the May 1994 meeting and the September 1994 conversation in breach of a fiduciary duty or similar relationship of trust and confidence that he owed to Dayco and Mark IV. Following the public announcement of the Mark IV/Purolator transaction, Fromm sold the 2,000 shares that he had purchased and realized a profit of $13,750. Accounts of the two individuals sold the shares that they had purchased and realized profits of $608,750 and $687.50 respectively. The Commission acknowledges the assistance of the National Association of Securities Dealers, Inc. in this matter.