SECURITIES AND EXCHANGE COMMISSION Washington, D.C. Litigation Release No. 15151 / November 5, 1996 SECURITIES AND EXCHANGE COMMISSION v. FREDERICK AUGUSTUS MORAN, ET AL., 95 Civ. 4472 (BN) (S.D.N.Y. June 15, 1995) On November 1, 1996, Judge Bernard Newman, sitting by designation in the United States District Court for the Southern District of New York, issued a 22-page Opinion ordering that defendants Frederick Augustus Moran ("Moran Sr.") and Moran Asset Management, Inc. be permanently enjoined from violating Section 206(2) of the Investment Advisers Act of 1940 ("Advisers Act"), Section 204 of the Advisers Act and Rule 204-1(b)(1) thereunder, and Section 207 of the Advisers Act. Judge Newman also ordered that defendants Moran Sr. and Moran & Associates, Inc. Securities Brokerage ("Moran & Associates") be permanently enjoined from violating Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 15b3-1 thereunder. The Judge ordered Moran Sr. to disgorge $9551.17 plus prejudgment interest to the United States Treasury and pay a civil money penalty of $25,000; that Moran Asset Management pay a civil money penalty of $50,000; and that Moran & Associates pay a civil money penalty of $25,000. Judge Newman incorporated his previous findings, issued in an April 2, 1996 Opinion, finding that Moran Sr. violated Section 206(2) of the Advisers Act, breached his fiduciary duty and defrauded his investment advisory clients by placing his personal interest ahead of the interest of those clients, when he allocated shares of Liberty Media Communications purchased in advance of the announcement of the Bell Atlantic/TCI/Liberty merger to his personal and family accounts while allocating shares of those securities purchased at higher prices to his clients. The Court also found that Moran Sr. violated Sections 204 and 207 of the Advisers Act and Rule 204-1(b)(1), and Section 15(b) of the Exchange Act and Rule 15b3-1 by failing to disclose that his sons Frederick W. Moran and Clayton Moran were directors of Moran Asset Management and Moran & Associates. In Friday's Opinion, Judge Newman found explicitly that Moran Sr.'s violation of Section 206(2) of the Advisers Act "constituted a fraud upon his clients." The Court concluded that Moran Sr. "acted with knowledge" and, for a period of more than two years, "intended to conceal that his sons were directors." The Court criticized Moran Sr. for attempting "to trivialize his violations of law" and rejected Moran Sr.'s claim that he was the victim of a government "vendetta." Judge Newman wrote: [T]he court can think of no stronger indictment of Moran Sr.'s belief of vendetta than the fact that Moran Sr. was found to be liable for six separate ==========================================START OF PAGE 2====== violations of Federal Securities laws. It is difficult to imagine a more powerful justification for any investigation than the target of the investigation being found liable. Far from demonstrating bad faith, the SEC proved its case to the court. See also Litigation Release No. 14532 (June 15, 1995) and Litigation Release No. 14861 (April 3, 1996).