U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 20338 / October 17, 2007
SEC v. Charles S. Lenzner and Michael P. Pitterich, Civil Action No. 07-cv-01404-AJS (W.D.P.A.)
SEC Files Settled Insider Trading Action Against Charles S. Lenzner and Michael P. Pitterich
On October 17, 2007, the Securities and Exchange Commission (Commission) filed a complaint in the United States District Court for the Western District of Pennsylvania against Charles S. Lenzner and Michael P. Pitterich, both of whom reside in Sewickley, Pennsylvania. The Commission's complaint alleges they engaged in unlawful insider trading. In particular, Pitterich unlawfully purchased 2,000 shares of the common stock of NSD Bancorp, Inc. (NSD Bancorp) in advance of an October 15, 2004, public announcement of a merger between NSD Bancorp and F.N.B. Corporation (FNB) and after being tipped about the merger by Lenzner, a member of NSD Bancorp's Board of Directors. Following the announcement, NSD Bancorp's share price increased $12.68 or 52 percent, from $24.02 to $36.70. On October 18, 2004, three days after NSD Bancorp's public announcement, Pitterich sold all 2,000 shares of his stock for a profit of $25,230.
The Commission's complaint further alleges that Pitterich knew Lenzner was a member of NSD Bancorp's Board of Directors. Because of his position as a Director, by September 15, 2004, Lenzner knew that at least four companies had submitted indications of interest in acquiring NSD Bancorp and that FNB had specifically offered $40 per share. The complaint further alleges that on September 22, 2004, Lenzner provided Pitterich with such information at or before they attended a Pittsburgh Pirates baseball game. On the morning of September 23, 2004, Pitterich, who had no prior history of trading in the securities of NSD Bancorp, purchased 1,000 shares of NSD Bancorp's stock on the basis of the material, nonpublic information provided to him by Lenzner. On October 1, 2004, Pitterich, on the basis of the same information, purchased an additional 1,000 shares. As a result of this conduct, the complaint alleges that Lenzner and Pitterich violated Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder.
Simultaneously with the filing of the complaint, and without admitting or denying the Commission's allegations, Lenzner and Pitterich consented to the entry of a final judgment, subject to the Court's approval: permanently enjoining them from future violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; ordering Pitterich to pay disgorgement of his trading profits, plus prejudgment interest thereon, totaling $30,460, and a one-time civil penalty of $25,230; and ordering Lenzner to pay a one-time civil penalty of $25,230.
The Commission acknowledges the assistance of the National Association of Securities Dealers (now known as the Financial Industry Regulatory Authority) with respect to this matter.