-------------------- BEGINNING OF PAGE #1 ------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. LITIGATION RELEASE NO. 14775 / January 4, 1996 SECURITIES AND EXCHANGE COMMISSION V. LINDA LOU TAYLOR, NEWTON KAVANAUGH, AND JOHN KAVANAUGH, Civil Action No. 96-17 (NHJ) (D.D.C. January 4, 1996) The Securities and Exchange Commission today announced the filing of a Complaint in the United States District Court for the District of Columbia alleging that Linda Lou Taylor, Newton Kavanaugh, and John Kavanaugh violated Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder by engaging in insider trading in the common stock of MidSouth Corp. ("MidSouth") prior to a public announcement on Monday, September 21, 1992, of a merger agreement between MidSouth and Kansas City Southern Industries, Inc. In its Complaint, the Commission seeks permanent injunctions against Linda Lou Taylor, Newton Kavanaugh, and John Kavanaugh, disgorgement of trading profits plus prejudgment interest thereon, and civil penalties. Simultaneously with the filing of the Complaint, and without admitting or denying the allegations therein, Linda Lou Taylor, Newton Kavanaugh, and John Kavanaugh each consented to the entries of Final Judgments of Permanent Injunction, permanently enjoining each of them from future violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. In addition, the Final Judgments order Linda Lou Taylor, Newton Kavanaugh, and John Kavanaugh to disgorge their illegal profits of $20,475, $9,750, and $9,750 respectively, plus prejudgment interest thereon and to pay a one-time civil penalty. Specifically, the Complaint alleges that Linda Lou Taylor, the wife of Foster Taylor, a director of Midsouth, misappropriated material, nonpublic information concerning the forthcoming merger from her husband and purchased MidSouth stock while in possession of the information. The Complaint alleges that Linda Lou Taylor had the opportunity to misappropriate the information because she had access to her husband's office which is located their home, and she attended social functions associated with a MidSouth board meeting at which the merger negotiations were discussed. According to the Complaint, Linda Lou Taylor purchased 1,100 shares of MidSouth securities at $10.75 per share on August 20, 1992, and 1,000 shares of MidSouth securities at $10.75 per share on August 31, 1992. The Complaint further alleges that Taylor, while in possession of material, nonpublic information, tipped and financed purchases by her two brothers Newton Kavanaugh and John Kavanaugh who both subsequently purchased MidSouth common stock. Newton Kavanaugh and John Kavanaugh each purchased 1,000 share blocks of MidSouth securities at $10.75 per share on September 16, 1992. On the date of the announcement, the price of MidSouth shares rose $8.25 to close at $19.25 per share. The Commission acknowledges the assistance of the National Association of Securities Dealers, Inc. in investigating this matter.