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U.S. Securities and Exchange Commission


Litigation Release No. 22233 / January 24, 2012

SEC v. Dale Shafer, Joseph Mroz and Jason Gonski, Civ. Action No. 1:12-CV-00062-SJD (S.D Ohio, FILED January 24, 2012).


The Securities and Exchange Commission today charged three people with insider trading in the securities of Oak Hill Financial, Inc. (“Oak Hill”) ahead of a July 20, 2007 announcement that Oak Hill would be acquired by WesBanco, Inc. (Nasdaq: WSBC). The Commission alleges Dale Shafer, who at the time was Oak Hill’s interim CFO, shared information with his cousin, Jason Gonski, about the anticipated merger. Gonski purchased Oak Hill stock in his account and another account and made approximately $35,500 in illicit profits. In addition, Gonski tipped his friend Joseph Mroz, and the two men together made approximately $15,099 from illegal trading in Oak Hill stock.

The case was filed in the U.S. District Court for the Southern District of Ohio. The complaint alleges that:

Shafer learned of the planned merger on May 14, 2007, and told Gonski about it. Gonski misappropriated the information by trading on it. He later told Shafer that he bought Oak Hill stock. Shafer did not tell Gonski to stop trading and did not tell anyone at Oak Hill what had happened. Over the next several weeks, Shafer continued to provide material, nonpublic information about the merger to Gonski and during this time period, Gonski substantially increased his position in Oak Hill. Gonski also tipped his friend Mroz, and they both bought shares of Oak Hill using Mroz’s brokerage account. Total profits in the accounts Gonski traded in were approximately $50,000, which includes $15,099 in profits from trading in the account of Mroz.

Without admitting or denying the allegations in the complaint, Shafer, Gonski and Mroz have offered to settle the case by consenting to the entry of a final judgment permanently enjoining them from violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5. The three settling defendants have agreed to pay disgorgement, prejudgment interest, and penalties totaling more than $150,000, as follows:

Gonski will pay disgorgement and prejudgment interest totaling $59,565.24 for which Shafer is jointly and severally liable for $38,957.81 of that amount and Mroz is jointly and severally liable for $8,766.74. Gonski will pay a civil penalty of $50,686.38. Shafer will pay a civil penalty of $33,484.08. Mroz will pay a civil penalty of $7,459.95. In addition, Shafer has agreed to be barred for five years from serving as an officer or director of a publicly traded company. Shafer has also consented to the issuance of an order under Rule 102(e)(3) suspending him from appearing or practicing before the Commission as an accountant with a right to apply for reinstatement after five years. The proposed settlements are subject to the court’s approval.

The Commission acknowledges the assistance of FINRA in this matter.

See also: LR 22234




Modified: 01/24/2012