UNITED STATES SECURITIES AND EXCHANGE COMMISSION LITIGATION RELEASE NO. 15942 / October 20, 1998 SECURITIES AND EXCHANGE COMMISSION v. EURO SECURITY FUND, COIM S.A., AND ONE OR MORE UNKNOWN PURCHASERS OF CALL OPTIONS AND COMMON STOCK OF ELSAG BAILEY PROCESS AUTOMATION, N.V. No. 98-Civ-7347 (DLC) (S.D.N.Y.) (filed October 19, 1998) COURT ORDERS EMERGENCY FREEZE OF $6.6 MILLION IN ALLEGED INSIDER TRADING PROCEEDS SEC Files Action Against Foreign Purchasers Of Elsag Bailey Process Automation, N.V., Stock and Options That Bought Securities Shortly Before Acquisition Announcement The Securities and Exchange Commission today announced that the Hon. Denise L. Cote of the U.S. District Court for the Southern District of New York on October 19, 1998, entered a Temporary Restraining Order Freezing Assets and Granting Other Relief in an insider trading case involving large purchases of call options and common stock of Elsag Bailey Process Automation, N.V. The trading took place through ten accounts maintained by foreign institutions during the two weeks before the October 14, 1998, announcement that ABB Asea Brown Boveri Ltd. had agreed to make a cash tender offer for all Elsag Bailey's outstanding common stock at $39.30 per share. On October 15, 1998, the day after the announcement, the price of Elsag Bailey common stock increased almost 90% from its October 13 closing price of $19- 1/4. At that price, the defendants would stand to make more than $6.6 million from their trades. The Commission alleged that the defendants purchased a total of 425 Elsag Bailey call options and 398,300 shares of Elsag Bailey common stock from on or about October 2 through October 13, 1998, while in possession of material, nonpublic information concerning the impending tender offer announcement. On several days, the percentage of call options purchased by the defendants accounted for the entire volume of the calls in that series bought on those days. The total amount invested in options and stock by the defendants was approximately $8 million. The Commission has not yet identified all the defendants because many of the trades were made anonymously through accounts at U.S. brokerage firms in the names of banks located in The Netherlands, Switzerland and Luxembourg. The Commission alleged that the defendants engaged in illegal insider trading in violation of Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14e-3 thereunder and seeks a permanent injunction, disgorgement of all illegal profits, and civil monetary penalties. By its Temporary Restraining Order yesterday, the Court prohibited the removal of the stock and options, and any proceeds from the sale of the stock and options, for 10 days. In addition, the Court imposed an expedited discovery schedule and prohibited the defendants from destroying documents. The Commission acknowledges the assistance of the Pacific Exchange and the New York Stock Exchange in this matter.