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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