UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 17197 / October 18, 2001

   Securities and Exchange Commission v. Rodolfo Luzardo, Elias I. Kodsi,
   and Alain D. Kodsi, 01 Civ. 9206 (DC) (S.D.N.Y.)

        SEC CHARGES THREE WITH INSIDER TRADING USING SWISS ACCOUNTS

   The Securities and Exchange Commission today filed an injunctive
   action in the United States District Court for the Southern District
   of New York, alleging that Rodolfo Luzardo, a former employee of J.P.
   Morgan Securities, Inc., Alain D. Kodsi, a co-owner of the venture
   capital firm M.G. Capital L.L.C., and Elias I. Kodsi, a retired
   jewelry distributor, engaged in illegal insider trading in advance of
   the July 30, 1998 announcement that BetzDearborn Inc. and Hercules
   Inc. had agreed to merge. The complaint alleges that Luzardo
   misappropriated confidential information regarding the pending merger
   from his then-employer, J.P. Morgan, which was the adviser to
   BetzDearborn. According to the complaint, Luzardo tipped his friend
   and new employer, Alain Kodsi, who in turn tipped his father, Elias
   Kodsi. The complaint further alleges that Elias Kodsi purchased 30,000
   shares of BetzDearborn common stock through two numbered Swiss
   accounts the day before the merger was announced at a cost of over $1
   million, and that after the announcement on July 30, Elias Kodsi sold
   the shares for unlawful profits of $963,750.

   The complaint further alleges
     * Luzardo worked for J.P. Morgan in New York for a year, and for the
       last nine months worked as an analyst in the North American M&A
       Chemicals Unit, which was advising BetzDearborn in its
       negotiations with Hercules. Luzardo had a duty to maintain the
       confidentiality of information he learned during the course of his
       employment. J.P. Morgan's Worldwide Rules specifically prohibited
       an employee from disclosing confidential client information, and
       provided that obligation continued after an employee left the
       firm. While working at J.P. Morgan, Luzardo learned about the
       pending merger between BetzDearborn and Hercules.
     * In June 1998, Luzardo's friend, defendant Alain Kodsi, offered
       Luzardo a job with a company in which M.G. Capital had an
       interest, named Industrial Powder Coatings, Inc. Luzardo accepted
       Kodsi's offer of employment but continued to work at J.P. Morgan
       without disclosing that he had accepted a job with Industrial
       Powder Coatings.
     * On July 28, 1998, Luzardo informed his supervisors at J.P. Morgan
       that he was resigning, effective immediately. That evening, there
       were a series of calls between Luzardo and Alain Kodsi, and
       through the night and into the early morning of July 29 there were