==========================================START OF PAGE 1====== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. Litigation Release No. 15227 / January 28, 1997 SECURITIES AND EXCHANGE COMMISSION V. CHARLES BRUMFIELD, JOSEPH BRUMFIELD, ROBERT ALLEN, WILLIAM MYLETT, JOSEPH PENNA, JOSEPH CUSIMANO, ALFRED VOLPE, JAMES GALANTE, THOMAS ALGER, JOHN O'BRIEN, LAWRENCE FRIEDMAN, ROBERT FLANAGAN, THOMAS FLANAGAN, SHARON SEIDEN, WARREN SMITH, JOHN LYNCH, AND ALBERT BRODY, United States District Court for the Southern District of New York, Civ. Action No. 95-9283 (JES). On January 24, 1997, the United States District Court for the Southern District of New York entered a Final Judgment of Permanent Injunction and Other Equitable Relief against Joseph Cusimano for violations of the federal securities laws in connection with his trading in the securities of three AT&T acquisition targets -- NCR Corporation, Digital Microwave Corporation and Teradata Corporation -- while in possession of material, non-public information. Admitting the allegations in the Complaint as to jurisdiction and liability as to trades in the securities of Digital and Teradata, and trades in the securities of NCR on November 15, 16, and 20, 1990, but without admitting or denying the remaining allegations, Cusimano consented to the entry of an injunction permanently restraining and enjoining him from violating Sections 10(b) and 14(e) of the Exchange Act and Rules 10b-5 and 14e-3, disgorgement of his profits of $963,341.35, plus prejudgment interest, and a civil penalty. The Commission's Complaint alleges that in 1990 and 1991, Charles Brumfield, at the time a Vice President in AT&T's Human Resources Department, learned about AT&T's then confidential plans to acquire NCR Corporation, Digital, and Teradata. Brumfield, in breach of the duty he owed AT&T, told Joseph Cusimano about AT&T's acquisition plans for each of these three companies and arranged for Cusimano to purchase securities in these companies on Brumfield's behalf. Cusimano bought NCR, Digital, and Teradata securities while in possession of this non- public information for himself and for Brumfield. Cusimano also relayed the information about Digital and Teradata to Alfred Volpe, who then traded in these companies' securities. After AT&T's public announcement of its tender offer for NCR stock on December 2, 1990, Cusimano sold his NCR stock, realized a profit, and paid Brumfield out of these profits. After Brumfield learned that AT&T had abandoned its planned acquisition of Digital, Brumfield told Cusimano, who sold his Digital stock, realized a profit, and paid Brumfield out of these profits. After the December 2, 1991, public announcement that Teradata and AT&T's wholly owned subsidiary, NCR, had agreed to merge, Cusimano sold his Teradata securities, realized a profit, and made a cash ==========================================START OF PAGE 2====== payment to Brumfield out of these profits. Cusimano earlier pled guilty in a related criminal case to one count of conspiracy and was sentenced to 21 months of imprisonment, 3 years supervised release, and a $1 million fine. Cusimano has appealed the criminal matter. Cusimano's payment of his criminal fine will satisfy his civil penalty as well. Litigation with respect to the remaining defendants in the SEC's civil case is continuing. Related Releases: L.R. 14706, L.R. 14779, L.R. 14956, L.R. 15180, L.R. 15221