==========================================START OF PAGE 1====== SECURITIES AND EXCHANGE COMMISSION BOSTON, MASSACHUSETTS LITIGATION RELEASE NO. 14843 \March 12, 1996 SECURITIES AND EXCHANGE COMMISSION V. DONALD C. FERGUSON, RENEE FERGUSON, DAVID L. FRIED, ALBERT L. FRIED, AND MATTHEW C. FERRY (United States District Court for the District of New Jersey, C.A. No. 96-1099-DRD) The Securities and Exchange Commission today announced that it filed in the United States District Court for the District of New Jersey an action against Donald C. Ferguson ("D. Ferguson"), Renee Ferguson ("R. Ferguson"), David L. Fried ("D. Fried"), Albert L. Fried ("A. Fried") and Matthew C. Ferry ("Ferry"), alleging that they violated the federal securities laws' prohibitions against illegal insider trading. The Commission's complaint alleges that D. Fried, of Hamilton, New Jersey; A. Fried, of Glengardner, New Jersey; and Ferry, of Hamilton, New Jersey, purchased securities of American Biltrite Inc. ("ABL") after receiving material, non-public information from D. Ferguson and R. Ferguson that ABL intended to enter into a joint venture agreement with Congoleum Corporation ("Congoleum"). ABL has its headquarters in Wellesley, Massachusetts. Defendants are charged with violating Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder. D. Ferguson and R. Ferguson, both residents of Cranbury, New Jersey, have consented, without admitting or denying the allegations in the complaint, to the entry of Final Judgments of Permanent Injunction, ordering them to pay civil monetary penalties and disgorgement. During the period from November through December 1992, D. Ferguson was the vice-president of engineering of Amtico, the Moorestown, New Jersey division of ABL that intended to enter into the joint venture with Congoleum. R. Ferguson is D. Ferguson's spouse. D. Fried is the son of R. Ferguson and the stepson of D. Ferguson. A. Fried is the natural father of D. Fried. Ferry is a personal friend of Fried. The complaint alleges that, on November 30, 1992, in connection with his responsibilities as vice-president of engineering of Amtico, D. Ferguson was informed that ABL planned to publicly announce its intention to enter into a joint venture with Congoleum. On December 2, 1992, D. Fried purchased 1,200 shares of ABL stock in a joint account he held with his mother, R. Ferguson. Also on December 2, 1992, A. Fried purchased 5,000 shares of ABL stock and Ferry purchased 350 shares of ABL stock. On December 3, 1992, ABL publicly announced its intention to enter into the joint venture with Congoleum. The announcement caused the price of ABL's stock to increase four points, or approximately 25%. The complaint alleges that D. Fried realized ==========================================START OF PAGE 2====== illegal profits of $5,829, A. Fried realized illegal profits of $27,871, and Ferry realized illegal profits of $1,613. D. Ferguson and R. Ferguson have consented to the entry of Final Judgments of Permanent Injunction against them, restraining and enjoining them from committing further violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and imposing a penalty on each of them in the amount of $5,829. In addition, D. Ferguson and R. Ferguson have agreed to be jointly and severally liable for disgorgement of D. Fried's illegal trading profits of $5,829, plus prejudgment interest thereon, in the event the Commission is unable to collect disgorgement from D. Fried. On February 27, 1996, the Commission announced that it filed an action against Richard G. Marcus and Carl M. Youngman, alleging that they engaged in illegal insider trading in advance of the December 3, 1992 public announcement that ABL intended to enter into the joint venture with Congoleum. Both those defendants consented to the entry of Final Judgments of Permanent Injunction, without admitting or denying the allegations in the complaint, in that related matter. [See Litigation Release 14829].