==========================================START OF PAGE 1====== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. Litigation Release No. 14956 / June 25, 1996 SECURITIES AND EXCHANGE COMMISSION V. CHARLES BRUMFIELD, JOSEPH BRUMFIELD, ROBERT ALLEN, WILLIAM MYLETT, JOSEPH PENNA, JOSEPH CUSIMANO, ALFRED VOLPE, JAMES GALANTE, THOMAS ALGER, JOHN O'BRIEN, LAWRENCE FRIEDMAN, ROBERT FLANAGAN, THOMAS FLANAGAN, SHARON SEIDEN, WARREN SMITH, JOHN LYNCH, AND ALBERT BRODY, United States District Court for the Southern District of New York, Civ. Action No. 95-9283 (JES). On June 11, 1996, the United States District Court for the Southern District of New York entered a Final Judgment of Permanent Injunction and Other Equitable Relief against John O'Brien for violations of the federal securities laws in connection with his trading in three AT&T acquisition targets -- NCR Corporation, Digital Microwave Corporation, and Teradata Corporation -- while in possession of material, non-public information. Without admitting or denying the allegations in the Complaint, filed on October 31, 1995, O'Brien consented to the entry of an injunction, disgorgement of his profits of $24,674.63, plus prejudgment interest. In light of Mr. O'Brien's cooperation and under the circumstances of this case, a penalty was not imposed. The Commission's Complaint alleges that before November 8, 1990, Charles Brumfield, at the time a Vice President in AT&T's Human Resources Department, learned material, non-public information about AT&T's plans to acquire NCR Corporation. Brumfield, in breach of the duty he owed AT&T, told Thomas Alger (his close friend and subordinate at AT&T) about AT&T's acquisition plans for NCR. Alger, in breach of the duty he owed AT&T, in turn, told his friend O'Brien about AT&T's acquisition plans and made arrangements for O'Brien to buy NCR securities for Alger's benefit. O'Brien, while in possession of this information, purchased NCR securities. After AT&T's December 2, 1990 public announcement of its tender offer for NCR stock, O'Brien sold his NCR securities and realized a profit and made cash payments to Alger out of these profits. The Commission's Complaint also alleges that on or about March 20, 1991, Brumfield, learned material, non-public information about AT&T's plans to acquire Digital Microwave. Brumfield told Alger about AT&T's acquisition plans for Digital. Alger, in turn, told O'Brien about AT&T's acquisition plans, and O'Brien, while in possession of this information, purchased Digital stock. In or about the first week of April 1991, after Brumfield learned that AT&T had abandoned its planned acquisition of Digital, Brumfield told Alger that AT&T had abandoned its acquisition plans for Digital. Alger told O'Brien to sell the Digital stock. O'Brien sold his Digital stock and realized a profit. - 2 - The Commission's Complaint also alleges that in November 1991, Brumfield learned material, non-public information about AT&T's plans to acquire Teradata through AT&T's wholly owned subsidiary NCR. Brumfield told Alger of AT&T's acquisition plans. Alger, in turn, told O'Brien about AT&T's acquisition plans and made arrangements for O'Brien to buy Teradata securities for Alger's benefit. After the December 2, 1991 public announcement that Teradata and AT&T's wholly owned subsidiary, NCR, had agreed to merge, O'Brien sold his Teradata securities and realized a profit and made cash payments to Alger out of these profits. Litigation with respect to the remaining defendants is continuing. Related Releases: L.R. 14706 and L.R. 14779 ==========================================START OF PAGE 2======