UNITED STATES SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 15920 / September 30, 1998 SECURITIES AND EXCHANGE COMMISSION v. ELLISON C. MORGAN AND PETER J. BRIX, United States District for the Southern District of New York, Civil Action No. 98CIV 6905 (DC) The Securities and Exchange Commission has sued, and simultaneously reached settlements with, two Portland, Oregon residents, including a former member of the Board of Directors of Portland General Corporation, on charges of insider trading in connection with the July 1996 announcement of a definitive merger agreement between Portland General and Enron Corporation. The settlements, which include nearly $340,000 in repayment of illegal profits, civil penalties and prejudgment interest, as well as permanent injunctions against future violations of the federal securities laws, follow the filing by the Commission on September 30, 1998 of a complaint in the United States District Court for the Southern District of New York. Named as defendants in the complaint are Ellison C. Morgan and Peter J. Brix. Brix was a member of the Board of Directors of Portland General at the time of its merger with Enron. According to the complaint, at a Portland General Board meeting on June 18, 1996, Brix learned that, after several months of negotiations, Portland General expected to reach a definitive merger agreement with Enron within six to eight weeks. The complaint alleges that following this meeting Brix disclosed non-public information about the merger negotiations to Morgan, a close personal friend, and that Morgan then purchased 20,000 shares of Portland General stock on June 21 in the name of a corporation he controlled. Morgan purchased the stock at an average price of $29.684 per share, for a total cost of $593,682.76. The complaint further alleges that following the July 22, 1996 announcement of a definitive merger agreement between Portland General and Enron, Portland General stock opened at $34.50, up $6.375 (22.7%) over its prior closing price. The complaint alleges that Morgan sold his 20,000 shares the day after the announcement at an average price of $35.25, for total receipts, net of commissions, of $702,974.49. Morgan's profits on the trades were $109,291.73. In settlement of the Commission's lawsuit, Morgan and Brix consented to the issuance of permanent injunctions that will prohibit each man from committing fraud in connection with the purchase or sale of securities, in violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. Morgan further agreed to disgorge his illegal profits of $109,291.73, plus a civil penalty of an equal amount and prejudgment interest of $11,224.56, for a total of $229,808.02. Brix also agreed to pay a civil penalty of $109,291.73, equal to Morgan's disgorgement. The two consented to issuance of the permanent injunctions and other relief without admitting or denying the allegations contained in the Commission's complaint.