SECURITIES AND EXCHANGE COMMISSION Washington, D.C. Litigation Release No. 15302 / March 20, 1997 SEC v. Susan L. Hirsch, et al., Civil Action No. CV 497-060 (WM) (S.D. Ga. March 20, 1997) SEC v. Susan S. Smirnoff, et al., Civil Action No. 97-1944 (DC) (S.D.N.Y. March 20, 1997) The Securities and Exchange Commission today filed two separate actions alleging that the defendants engaged in insider trading in advance of the July 1995 announcement that Sandoz, Ltd. was making a cash tender offer for the securities of Genetic Therapy, Inc. ("GTI"), and tipped other defendants who improperly traded in advance of the tender offer announcement. In SEC v. Susan L. Hirsch et al., an action filed in the U.S. District Court for the Southern District of Georgia (Savannah Division), the Commission alleged that Susan L. Hirsch, a former senior account representative of Ruder-Finn, Inc., a New York-based public relations firm, obtained confidential information about Sandoz's confidential bid for GTI during the course of her employment at Ruder-Finn in advance of the Sandoz/GTI tender offer announcement, and improperly passed that information to her brother Gregory M. Hirsch, a certified public accountant in Savannah, Georgia. The complaint alleges that Gregory Hirsch tipped, and purchased GTI common stock and call options jointly with, a friend in Savannah, Danny B. Kaminsky, in advance of the announcement for profits of $251,190. The complaint further alleges that on Friday, July 7, 1995, the last trading day before the tender offer announcement, Danny Kaminsky purchased 45 GTI call option contracts through a brokerage account of one of his friends, at a time when Danny Kaminsky knew that Sandoz was going to announce its tender offer for GTI at $21 per share on the following Monday. The complaint also alleges that Gregory Hirsch and Danny Kaminsky tipped others, including Lewis A. Kooden, Daniel H. Klugman and Michael D. Kooden, all of Savannah, who purchased GTI common stock and call options for illegal profits of $43,795, $28,107 and $14,666, respectively. In addition, the complaint alleges that Michael Kooden caused others, who are not named as defendants in the complaint, to trade in GTI securities and profit in the amount of $16,794. The Commission is seeking permanent injunctions against Susan Hirsch, Greg Hirsch, Danny Kaminsky, Lewis Kooden, Daniel Klugman and Michael Kooden from violations of Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rules 10b-5 and 14e-3 thereunder, as well as disgorgement of illegal profits, prejudgment interest and civil penalties. ==========================================START OF PAGE 2====== In SEC v. Susan S. Smirnoff et al., an action filed in the U.S. District Court for the Southern District of New York, the Commission alleged that Susan S. Smirnoff, a senior vice president of Ruder-Finn, obtained confidential information during the course of her employment in advance of the July 1995 Sandoz/GTI tender offer announcement, and passed that information to her husband, Kirk J. Zachary, who purchased GTI call options a few days before the announcement. Simultaneous with the filing of the complaint, Susan Smirnoff and Kirk Zachary consented, without admitting or denying the allegations of the complaint, to the entry of a final judgment permanently enjoining them from violating Sections 10(b) and 14(e) of the Exchange Act and Rules 10b-5 and 14e-3 thereunder, and requiring them to disgorge profits of $5,527 plus $728 in prejudgment interest, and to pay a civil penalty of $5,527. The Commission acknowledges the assistance of the American Stock Exchange in investigating this matter.