SECURITIES AND EXCHANGE COMMISSION Washington, D.C. LITIGATION RELEASE NO. 15189 / December 18, 1996 ACCOUNTING AND AUDITING ENFORCEMENT Release No. 866 / December 18, 1996 SECURITIES AND EXCHANGE COMMISSION v. MORRIS DABAH, ROBERT REISS, STANLEY A. GREENSTEIN, AND DAVID KEERY, 96 Civ. 9498 (RWS) (S.D.N.Y.) The Securities and Exchange Commission ("Commission") announced today that it filed a settled complaint in the United States District Court for the Southern District of New York alleging insider trading by Morris Dabah ("Dabah") founder and formerly CEO of The Gitano Group, Inc. ("Gitano"), Robert Reiss ("Reiss"), formerly Gitano's executive vice president and Stanley A. Greenstein ("Greenstein"), formerly Gitano's CFO; and financial fraud by Greenstein and David Keery ("Keery") the senior financial officer reporting to him. As part of the settlement the defendants have agreed to pay disgorgement, prejudgment interest and penalties totalling $1,060,190.80. The Commission's Complaint alleges that in early 1992, Dabah and Reiss traded Gitano stock through accounts at foreign banks while they were in possession of material nonpublic information concerning Gitano's earnings. In particular, the Complaint alleges that by at least February 16, 1992, Dabah learned that Gitano's 1991 losses could be materially greater than analysts' predictions. The Complaint alleges that between February 20 and March 12, 1992, Dabah caused the sale of 20,500 shares of Gitano common stock through an account he owned at a Luxembourg bank and other accounts at that bank in the names of other individuals. On March 16 Gitano announced it had lost $71 million in 1991. The Complaint alleges that Reiss purchased 10,000 shares of Gitano common stock through an account he owned at a Swiss Bank on May 4, 1992, the day before Gitano announced favorable first quarter earnings of $6 million. The Complaint further alleges that Dabah, Reiss and Greenstein all sold Gitano stock before Gitano disclosed on June 16, 1992 that a lender to its Hong Kong subsidiary requested security equal to other lenders as a condition to the continuation of its credit facility. According to the Complaint, Dabah, Reiss and Greenstein knew the lender had threatened to terminate the line of credit when they sold. The Complaint alleges that in addition to trading though foreign banks, Dabah and Reiss concealed their trades by failing to file required Forms 4 with the Commission. According to the Complaint, in a separate incident Keery, at Greenstein's direction, failed to establish a reserve on a timely basis for losses he knew Gitano had incurred on a transaction with Skiva International. As a result Gitano improperly deferred recognition of $3.3 million in losses. The Complaint further ==========================================START OF PAGE 2====== alleges that Greenstein directed Keery to falsify Gitano's accounts receivable aging reports to conceal the uncollected Skiva receivable from Gitano's auditors. The Complaint alleges that, as a result of Greenstein's and Keery's falsification of Gitano's records, the company's financial statements filed with the Commission for the second and third quarters of 1991, and for the first quarter of 1992 were materially false, and Gitano's Form 10-K for the year 1991 was also false. The Complaint alleges that Dabah's, Reiss's, and Greenstein's trading violated Section 17(a) of the Securities Act of 1933 ("Securities Act"), Sections 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder. The Complaint also alleges that Dabah and Reiss violated Section 16(a) of the Exchange Act and Rule 16a-3 thereunder by failing to file with the Commission Forms 4 disclosing their Gitano transactions. The Complaint further alleges that Greenstein's and Keery's falsification of Gitano's books and records and periodic reports violated Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13b2-1 and 13b2-2 thereunder. In its Complaint, the Commission seeks a permanent injunction against future violations of these provisions, disgorgement with prejudgment interest and civil penalties. Simultaneously with the filing of the Complaint, the four defendants, without admitting or denying the allegations of the Complaint, consented to the entry of Final Judgments that enjoin them from future violations of the provisions the Complaint alleges they violated; require Dabah and Greenstein to disgorge losses illegally avoided as a result of sales of Gitano stock which, together with prejudgment interest, total $266,236.90 and $236,982.44, respectively; require Reiss to disgorge both his illegal profits and losses illegally avoided which, together with prejudgment interest, total $97,831.47; and order Dabah, Reiss, Greenstein, and Keery to pay civil penalties of $186,877.50, $79,825, $167,437.50, and $25,000, respectively. The Commission received substantial assistance in its investigation from foreign authorities.