The Securities and Exchange Commission yesterday charged a top executive of a Santa Fe International Corp. subsidiary with using insider information about an upcoming acquisition by the Kuwait national oil company to make nearly $800,000 in illegal profits for himself, his family and friends.
The case brings to nearly $8 million the amount that the government alleges was made in illegal profits on the Santa Fe-Kuwait Petroleum Company merger.
The Santa Fe case has become one of the largest insider trading enforcement actions ever pursued by the SEC which has made a crackdown on the use of inside information its No. 1 law enforcement priority. Two other Santa Fe cases are pending in New York and Seattle.
The agency asked a federal court in Los Angeles to force Santa Fe attorney Ronald A. Feole and others to pay back the profits and forbid them from further violations of federal securities laws.
The government charged that Feole, vice president and general counsel of the Dallas-based Santa Fe Minerals Inc., made $90,000 on Santa Fe stock options that he bought before the news of the proposed merger became public.
Before the Oct. 5 announcement of the merger, Santa Fe stock was selling at $24.75 a share. After the announcement that price jumped to $43.75 a share.
According to the SEC, Feole placed one order for Santa Fe options from China shortly after being informed by Santa Fe Minerals President Frank West that the merger might require Feole's early return from his business trip there.
The other individuals charged with Feole are his wife Jacqueline, the Feoles' former neighbor Tim Snitko, Snitko's father Mitchell Snitko, Feole's brother-in-law Joseph Riggio and Feole's sister-in-law Mavoureen Sickler.
Papers filed by the SEC list a series of telephone calls between the various parties during the time that the SEC said Feole knew of the merger but before it was publicly announced.
During that time, according to the SEC, Feole also chatted with other Santa Fe Minerals employes about the possibility of purchasing Santa Fe options and the potential for profits in the event of a takeover.
"Feole told them that if they failed to purchase Santa Fe call options they would miss a good investment opportunity," the SEC alleged.
"Mr. and Mrs. Feole are denying the charges and intend to defend the case," their attorney, Douglas L. Thorpe, said yesterday.
Thorpe said that the government's complaint is "based exclusively on a series of telephone calls--it never alleges what was said."
During period in question, according to Thorpe, Jacqueline Feole's father had been undergone major surgery and was hospitalized. "All these telephone conversations were in connection with the surgery," he said. "There is a logical and complete explanation for the circumstances other than the SEC's belief that Mrs. Feole was passing on information about Santa Fe."
He also noted that Feole sold some options on Sept. 29, before the merger, in a call from China.
"That is not conduct consistent with someone having inside information." Because Feole often purchased Santa Fe stock, there was nothing unusual about his purchases, Thorpe said.