UNITED STATES SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 15390 / June 20, 1997 SECURITIES AND EXCHANGE COMMISSION v. EDWARD R. DOWNE, JR., STEVEN A. GREENBERG, MARTIN REVSON, DAVID SALAMONE, FRED R. SULLIVAN, THOMAS WARDE, MILTON WEINGER, and BROADSWORD, LTD. 92 Civ. 4092 (S.D.N.Y.) (SAS). The Securities and Exchange Commission ("Commission") announced today that United States District Judge Shira A. Scheindlin has ordered defendant Thomas Warde ("Warde") to pay $3,007,951 in disgorgement, prejudgment interest, and civil penalties based on a jury verdict rendered on January 30, 1997 that Warde violated the federal laws against insider trading. During June and July 1987, Warde purchased securities issued by Kidde, Inc. ("Kidde") after receiving nonpublic information concerning the possible sale of Kidde from then-Kidde director Edward R. Downe, Jr. ("Downe"). In her opinion and order dated June 17, 1997, Judge Scheindlin also issued a permanent injunction prohibiting Warde from engaging in further violations of certain provisions of the federal securities laws. Finally, Judge Scheindlin denied Warde's motion to set aside the jury verdict. Judge Scheindlin held that Warde should disgorge $871,725 in profits that he received in connection with his illicit trading in Kidde securities, pay pre-judgment interest of $1,264,501 based upon interest rates utilized by the IRS for underpayment of taxes, and pay a civil penalty of $871,725. Judge Scheindlin issued the permanent injunction because there was a reasonable likelihood of future violations in the absence of a permanent injunction. In denying Warde's motion to set aside the jury's verdict, Judge Scheindlin found that the Commission had introduced ample circumstantial evidence at trial demonstrating: (a) Downe received material nonpublic information concerning the possible sale of Kidde from Fred R. Sullivan, then-Chairman of Kidde's Board; (b) Downe relayed the information he gained from Sullivan to Warde; (c) Warde knew that Downe was a Kidde director at the time; and (d) Downe benefitted from tipping Warde. Judge Scheindlin held that, based on the Commission's circumstantial evidence, the jury was entitled to disregard the trial testimony offered by Downe and Warde in which they denied engaging in insider trading. The Final Judgment of Permanent Injunction and Other Relief Against Defendant Thomas Warde will be entered in the United States District Court for the Southern District of New York. As noted above, that judgment prohibits Warde from future violations of Sections 10(b) and 14(e) of the Securities Exchange Act of 1934, 15 U.S.C.  78j(b) and 78n(e), and Rules 10b-5 and 14e-3 - 2 - thereunder, 17 C.F.R. 240.10b-5 and 240.14e-3. The Commission announced the jury verdict against Warde in Litigation Release No. 15245, dated ======END OF PAGE 1====== February 5, 1997. ======END OF PAGE 2======