The Securities and Exchange Commission yesterday charged that a Seattle accountant made more than $1.11 million in illegal profits by using advance, nonpublic information that Santa Fe International Corp. would be bought by Kuwait's government-controlled oil company.
A federal judge in Seattle yesterday ordered a temporary freeze on the assets of Gary L. Martin and three firms in which he is a partner and set a hearing for April 16 on charges that Martin violated antifraud provisions of federal securities laws.
According to the SEC, Martin learned of Kuwait's interest in Santa Fe, an oil exploration and drilling equipment firm, when he was asked for tax advice by one of his clients and co-investors who also is a director of Santa Fe. With that knowledge, Martin bought options on Santa Fe stock which he sold later at much higher prices after the sale was announced, the SEC said.
The SEC also charged that Martin kept the profits from his trading in a Swiss bank account--out of the reach of the U.S. government--for a time.
Officials of Santa Fe and the Kuwait Petroleum Co. announced on Oct. 5 that they would merge and that Santa Fe shareholders would receive $51 a share for their Santa Fe stock. Prior to the announcement Santa Fe common stock had closed at $24.75 a share.
According to the SEC, Martin had purchased 800 Santa Fe options for 80,000 shares of Santa Fe stock. The total cost of those options was approximately $54,000, compared with the $4 million value the stock had under the terms of the merger, the SEC said, contending Martin made approximately $1.11 million.
Martin was employed by Stanley B. McDonald, an outside director of Santa Fe, as his financial adviser and personal accountant, according to the SEC's complaint. Martin also is a partner with McDonald in several business ventures, the SEC said.
The complaint does not suggest that McDonald purposely tipped Martin, but says Martin sought tax advice. The complaint says McDonald asked Martin to calculate the amount of required tax payment in the event that McDonald had a long-term capital gain on his Santa Fe stock estimated on the prospect of the Kuwait purchase of Santa Fe.
The SEC charged that a few days after the announcement of the merger Martin transferred $950,000 of the profits he allegedly made from trading in Santa Fe options to a bank account in Zurich.
The SEC has sought both in court proceedings and negotiations to persuade Swiss banks to disclose information about customers who may be involved in insider trading abuses. The SEC complaint alleges that Martin met in Zurich with bank officials who asked him to sign a waiver authorizing the bank to answer U.S. government inquiries about Martin's Zurich account. "Martin, however, determined not to sign the waiver," according to the complaint.
The money has since been transferred back to the United States, the SEC said.