The Securities and Exchange Commission yesterday charged a New York attorney with cooking up a bogus takeover offer for a firm for which he worked and attempting to profit by trading on the phony insider information.
According to the SEC's charges, Martin A. Greenberg, then general counsel of an Atlanta microfilm company, placed orders for the copany's stock in an account opened in his wife's maiden name, made up details of a proposed takeover and sat back waiting for the price of the stock to go up after an announcement by the board of directors that the firm was a takeover target.
The board of directors of the firm, Computer Microfilm Corp., was gulled by Greenberg into believing a genuine merger offer existed, according to the complaint.
Greenberg consented to a court order barring him from further violations of antifraud and reporting provisions of federal securities law without admitting or denying the SEC's charges.
According to the SEC complaint, the chairman of CMC was contacted last May by a merger broker interested in preliminary talks. The chairman referred the broker to Greenberg. No proposed offer was made as a result of those talks.
Following the discussions, Greenberg went out and bought CMC stock, the SEC said. Then he called CMC's president, Paul Kana, and told him that an English company was acquiring CMC's stock and wanted to discuss a possible tender offer. The SEC said that Greenberg provided company officials with details of the progress of the nonexistent discussions, claiming that he was flying to London to meet with officials of "the Lexington Group," a name that he made up.
Further down the road, Greenberg urged Kana to convene a special meeting of the board to discuss the purported tender offer. On June 30, the board met and voted to accept the offer under certain conditions. Then Greenberg drafted a press release announcing the proposed offer, went to a telephone in a corner of the room and "pretended to telephone and engage in a conversation with the merger broker regarding the Lexington Group's approval of the wording of the release."
The announcement drove the price of CMC's stock up $3 1/8 a share. According to the SEC, Greenberg's story began to unravel when he failed to present written documents on the offer that he had promised. He said, instead, that the offer had fallen through.
When CMC Chairman Raymond Retterer was told that the deal was off, he called the merger broker himself and discovered that the richly detailed offer was a sham. Greenberg later admitted it to Retterer himself.
In the long run, Greenberg may have not profited much, the SEC complaint indicates. Because a check used to purchase some of the shares bounced, most of the stock was sold out of his account by the broker-dealer to cover the check. The SEC has asked for an accounting of the profits, according to SEC attorney John F. Hartigan.