==========================================START OF PAGE 1====== SECURITIES AND EXCHANGE COMMISSION Washington D.C. LITIGATION RELEASE NO. 15245 / February 5, 1997 SECURITIES AND EXCHANGE COMMISSION v. EDWARD R. DOWNE, JR., STEVEN A. GREENBERG, MARTIN E. REVSON, DAVID SALAMONE, FRED R. SULLIVAN, THOMAS WARDE, MILTON WEINGER, and BROADSWORD, LTD., 92 Civ. 4092 (SAS) (S.D.N.Y.) The Securities and Exchange Commission announced today that on Thursday January 30, 1997, Thomas Warde, a resident of Sun Valley, Idaho and Los Angeles, California, was found liable for insider trading following a four-day jury trial in the United States District Court for the Southern District of New York, the Honorable Shira A. Scheindlin presiding. The jury found that Warde violated the antifraud provisions of the federal securities laws (Sections 10(b) and 14(e) of the Securities Exchange Act and Rules 10b-5 and 14e-3 thereunder). The Commission alleged that, in June and July 1987, Edward R. Downe, Jr. ("Downe") provided Warde with material, nonpublic information concerning a possible buyout, restructuring or tender offer for Kidde, Inc. ("Kidde"). At that time, Downe was a member of Kidde's Board of Directors and Warde's friend. The Commission alleged that, after receiving this information from Downe, Warde purchased Kidde warrants for various accounts at Shearson Lehman Brothers, Inc. and Dean Witter Reynolds, Inc. The jury unanimously found that Downe breached his fiduciary duty as a Kidde director by providing material nonpublic information to Warde and that Warde violated the antifraud provisions of the federal securities laws when he and his half- brother bought Kidde warrants on several occasions from June 29, 1987 through the early morning of July 7, 1987. Later during the morning of July 7, 1987, Kidde announced publicly that, inter alia, it was considering options for a buyout or a restructuring, had retained investment bankers and was talking with prospective bidders. The jury also unaminously found that Downe again illegally tipped Warde and Warde violated the antifraud provisions when Warde and his half-brother bought more Kidde warrants on July 20, 1987. On August 5, 1987, Kidde announced that it had reached an agreement with the Hanson Trust PLC ("Hanson") for Hanson to acquire Kidde. The Commission alleged that this trading activity resulted in $950,000 in illicit profits. For relief, the Commission seeks: a) a permanent injunction against Warde, enjoining him from violating the antifraud provisions set forth above; b) disgorgement of illicit trading profits and prejudgment interest; and c) payment by Warde of ==========================================START OF PAGE 2====== civil penalties under the Insider Trading Sanctions Act of 1984 of up to three times those illicit trading profits. The court has yet to decide the issues of relief. - 2 - Warde is the last defendant in this civil action that was filed in 1992 against eight defendants (seven socially prominent individuals and one corporation). Five defendants previously settled the Commission's allegations; judgments on default were entered against two other defendants. See Litigation Releases Nos. 13260, 13858, 14150, 14234, and 15208.