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SEC v RANDALL D. MARTIN, et al Click to find out why . . .



Keywords & Phrases
CaseNo: LR-17141, CourtCode: DIS, CourtName: DISTRICT COURT FOR THE WESTERN DISTRICT OF WASHINGTON, ALLEGING, Defendant: Randall D. Martin, et al., Plaintiff: SEC, State: WA Washington, UniqueCaseRef: SEC>LR-17141, Vwr, Securities, Complaint, Merck Kgaa, Martin, Tender, Exchange Commission, District, Civil Penalty, Brown, Merger, Illegal Trading, Vwr Manager, Disgorge, Complaint Alleges, Vwr Stock, Randall, United States District, States District Court, Filing, Washington, Portland, Permanent, Violations, Pennsylvania, Shares, Purchased Vwr Stock, Realized Profits, Tax , ContentID: 120246602

Case Documents
1 2001-09-20 SEC LITIGATION RELEASE
[ see first page and extracted highlights below  ] ItemID: 116068
2 pages
TXT
Total Documents: 1 document , 2 pages
Price: $ 19.95


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1 . SEC LITIGATION RELEASE

EXTRACTED KEY WORDS
SECURITIES
COMPLAINT
MERCK KGAA
MARTIN
TENDER
EXCHANGE COMMISSION
DISTRICT
CIVIL PENALTY
BROWN
MERGER
ILLEGAL TRADING
VWR MANAGER
DISGORGE
COMPLAINT ALLEGES
VWR STOCK
RANDALL
UNITED STATES DISTRICT
STATES DISTRICT COURT
FILING
WASHINGTON
PORTLAND
PERMANENT
VIOLATIONS
PENNSYLVANIA
SHARES
PURCHASED VWR STOCK
REALIZED PROFITS
TAX
MEMBER
Securities and Exchange Commission

Litigation Release No. 17141 / September 20, 2001

Securities and Exchange Commission v. Randall D. Martin, et al. (United
States District Court, W.D.Wash., Civil Action No. C01-1463Z)

   The Securities and Exchange Commission ("Commission") announced the
   filing, on September 19, 2001, of a complaint in the United States
   District Court for the Western District of Washington, alleging
   insider trading in the securities of VWR Scientific Products Corp.
   ("VWR") by Randall D. Martin ("Martin"), of Maple Valley, Washington,
   a Certified Public Accountant, and Michael R. Brown ("Brown"), of
   Portland, Oregon, a former VWR manager, while each was in possession
   of material, nonpublic information concerning a tender offer and
   merger agreement between VWR and a subsidiary of Merck KGaA. The
   complaint seeks permanent injunctions for violations of the antifraud
   and tender offer provisions of the securities laws, disgorgement and
   civil penalties.

   The Commission's complaint alleges that VWR, a distributor of
   laboratory supplies, chemicals, and equipment, was a Pennsylvania
   corporation, headquartered in West Chester, Pennsylvania. Until July
   1999, when its acquisition by Merck KGaA was finalized, VWR's shares
   were traded on the NASDAQ National Market. Merck KGaA is a
   pharmaceutical conglomerate based in Darmstadt, Germany. On June 8,
   1999, after several months of negotiations, VWR and Merck KGaA
   publicly announced a tender offer and merger pursuant to which Merck
   KGaA affiliates agreed to seek tenders of any and all outstanding VWR
   shares for $37 per share. The announcement was made after the markets
   had closed for the day. Following the announcement, on June 9, 1999,
   VWR stock closed up 30 percent from the previous day's closing price.

   The complaint alleges that, on June 8, 1999, several hours before the
   announcement, Brown, a manager in VWR's Portland office, purchased VWR
   stock immediately after being told to participate in a telephone
   conference call, for VWR managers only, scheduled for later that day,
   after the markets had closed. Together with other information, this
   led him to conclude that the tender offer and merger was final and
   about to be announced to the public. Brown realized profits of $16,923
   from his illegal trading.

   The complaint further alleges that, on June 2, 1999, Martin, a tax
   planner for a member of VWR's board of directors, purchased VWR stock
   and options after being told by this individual, in confidence and for
   the purpose of providing the board member with tax planning advice,
   that a merger between VWR and a subsidiary of Merck KGaA was imminent.
   Martin realized profits of $28,940 from his illegal trading.
SNIPPETS:
  • Securities and Exchange Commission
  • Securities and Exchange Commission v. Randall D. Martin, et al. (United States District
  • The Securities and Exchange Commission announced the filing, on September 19, 2001, of a erger agreement between VWR and a subsidiary of Merck KGaA.
  • The complaint seeks permanent injunctions for violations of the antifraud and tender offer
  • The Commission's complaint alleges that VWR, a distributor of laboratory supplies, chemicals,
  • Until July 1999, when its acquisition by Merck KGaA was finalized, VWR's shares were traded
  • On June 8, 1999, after several months of negotiations, VWR and Merck KGaA publicly announced
  • Following the announcement, on June 9, 1999, VWR stock closed up 30 percent from the previous
  • The complaint alleges that, on June 8, 1999, several hours before the announcement, Brown, a
  • The complaint further alleges that, on June 2, 1999, Martin, a tax planner for a member of
  • Martin realized profits of $28,940 from his illegal trading.
  • Simultaneously with the filing of the complaint, and without admitting or denying the
  • The Orders also require that Martin disgorge $28,940 plus prejudgment interest, and pay a
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