UNITED SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 15401 / July 2, 1997 SECURITIES AND EXCHANGE COMMISSION v. JACOB Y. TERNER, NISSAN KAHEN, PARVIZ KAHEN, THEODORE W. DUTTON, GEORGE D. VOIGT, and ANDREA GUILLEN DUTTON, Civil Action No. 97-4812 GHK (JGx) (C.D. Cal.) The Securities and Exchange Commission announced that on July 2, 1997, it filed an action in United States District Court in Los Angeles, California, alleging insider trading in the stock of Century MediCorp, Inc. ("Century"), an operator of HMOs based in Los Angeles, California, immediately prior to its acquisition by Foundation Health Corporation ("Foundation") in July 1992. Defendants in the action include Dr. Jacob Y. Terner ("Terner"), then CEO, President and Chairman of the Board of Century, and Theodore W. Dutton ("Dutton"), then member of the Board of Century. Terner and Dutton are alleged to have conveyed material nonpublic information regarding merger negotiations between Century and Foundation to other Defendants. Specifically, Terner is alleged to have tipped his friend and colleague, Defendant Dr. Nissan Kahen, who then profited $225,750 by trading Century stock, and who also tipped his brother, Defendant Parviz Kahen, who then profited $40,000 by trading Century stock. Dutton is alleged to have tipped his friend and business associate, Defendant George Voigt ("Voigt"), who then profited $87,500 by trading Century stock. Finally, Defendant Andrea Guillen Dutton, Dutton's daughter-in-law, is alleged to have profited $16,002.50 by trading Century stock while in possession of material nonpublic information. All defendants reside in Southern California. Four of the six defendants have consented to the entry of permanent injunctions prohibiting them from future violations of the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder and for other relief, without admitting or denying the allegations by the Commission. In addition to consenting to be enjoined, Terner has consented to pay a one-time Insider Trading and Securities Fraud Enforcement Act of 1988 ("ITSFEA") penalty of $225,750 equalling the profits of his alleged tippee, Nissan Kahen; Nissan Kahen has agreed to disgorge his profits of $225,750, together with prejudgment interest, and to pay a one-time ITSFEA penalty of $265,750 equalling his own profits and those of his alleged tippee, Parviz Kahen; and Andrea Guillen Dutton has agreed to disgorge her profits of $16,002.50, together with prejudgment interest thereon, and to pay a one-time ITSFEA penalty of $16,002.50. Finally, Parviz Kahen has agreed to disgorge his $40,000 in profits together with prejudgment interest, except that, because of his demonstrated financial inability to pay the full amount, payment of all but $27,000 is waived. Parviz Kahen has also acknowledged that the Court is not imposing an ITSFEA penalty based upon his demonstrated inability to pay. The Commission seeks permanent injunctions, disgorgement of trading profits and prejudgment interest, and ITSFEA penalties from the remaining two defendants, Dutton and his alleged tippee, Voigt. ======END OF PAGE 1======