SECURITIES AND EXCHANGE COMMISSION Washington, D.C. Litigation Release No. 15020 / August 22, 1996 SECURITIES AND EXCHANGE COMMISSION v. CERTAIN PURCHASERS OF THE COMMON STOCK OF CBI INDUSTRIES, INC., 95 Civ. 9651 (MP) (S.D.N.Y. 1995) The Securities and Exchange Commission today announced that the Honorable Milton Pollack, United States District Judge for the Southern District of New York, entered final judgments by default against Ulbery Vermogensverwaltungs A.G. ("Ulbery"), Benjamin Weiss, Fasan Anstalt, Axteria Establishment, Anstalt Ducata, Anstalt Nifur, Gregory Stainow, Dornford Holdings Ltd., and Melilla Business Corp. in this insider trading case. The final judgments identify these individuals and entities as having effected, or caused to be effected, the subject purchases of the common stock of CBI Industries, Inc. ("CBI") in violation of the federal securities laws. At the time it commenced this action, because all of the trading had been effected through foreign financial institutions -- three Swiss and one German -- in a manner that concealed the identities of the persons and entities behind the trades, the Commission was unable to identify any of the defendants. Among other things, the final judgments permanently restrain and enjoin each of the defendants from violating Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14e-3 thereunder and order defendants to disgorge, in the aggregate, the sum of $1.4 million, representing their illegal trading profits. The Commission's Complaint, which was filed on November 14, 1995, alleged that defendants made highly profitable purchases of CBI common stock just two days before Praxair, Inc. ("Praxair") publicly announced for the first time that it intended to commence a tender offer for the common stock of CBI. The Complaint further alleged that defendants purchased the subject CBI stock while in possession of material, nonpublic information concerning Praxair's impending takeover of CBI. In the aggregate, defendants purchased 114,000 CBI shares during the two-day period before Praxair's announcement -- representing approximately 16% of the total volume of trades on those days. On the same day that the Commission filed its Complaint, Judge Pollack entered a Temporary Restraining Order freezing the subject CBI shares and any proceeds from the sales of the shares. On December 12, 1995, Judge Pollack entered a Preliminary Injunction continuing the asset freeze during the pendency of the proceeding. (See Litigation Release Numbers 14721 and 14756.) As a result of these Orders and two subsequent Orders, which had the effect of substituting cash for frozen CBI shares, in excess of $2 million was frozen and is presently held in the Court ==========================================START OF PAGE 2====== Registry Investment System ("CRIS"). As set forth in the Commission's papers filed in support of the final judgments, Ulbery, an asset management company located in Zurich, effected the purchases of 63,000 of the CBI shares involved in this action, through Nordfinanz Bank Zurich, on behalf of Fasan Anstalt, Axteria Establishment, Anstalt Ducata, and Anstalt Nifur -- all of which are believed to Liechtenstein entities. Benjamin Weiss, a Nordfinanz employee and one of the two sole shareholders of Ulbery, made the decision to purchase these shares and had discretionary trading authority over the accounts maintained by the four Liechtenstein entities. As is also described in the Commission's papers, Stainow, a former business associate of Weiss, directed the purchase of 1,000 CBI shares through an account at another foreign financial institution. The frozen funds presently on deposit with the CRIS represent the proceeds from the sale or other disposition of all of the CBI shares purchased by Ulbery and Stainow. With respect to the other 50,000 CBI shares involved in this action, as described in the Commission's papers, a purchase of 15,000 shares was made on behalf of an entity known as Dornford Holdings Ltd., which is registered in both Panama and the British Virgin Islands and domiciled in Zurich; and a purchase of 35,000 shares was made on behalf of an entity known as Melilla Business Corp., a Panamanian corporation domiciled in Zurich. The final judgment as to defendants Ulbery, Weiss, Fasan Anstalt, Axteria Establishment, Anstalt Ducata, Anstalt Nifur, and Stainow provides for satisfaction of their disgorgement obligation from the frozen funds that are on deposit with the CRIS. The final judgment as to these defendants also imposes civil penalties pursuant to the Insider Trading and Securities Fraud Enforcement Act in an aggregate amount in excess of $1.2 million, also to be satisfied from the frozen funds that are on deposit with the CRIS. The Commission expects to take steps to enforce the final judgment as to Dornford Holdings Ltd. and Melilla Business Corp. in Switzerland.