A great grandson of one of the founders of Woodward & Lothrop Inc. agreed yesterday to pay $24,000 to settle charges by the federal Securities and Exchange Commission that he made illegal profits by buying Woodies stock based on insider information.
In a lawsuit filed with the U.S. District Court yesterday, the Securities and Exchange Commission accused Nathaniel L. Orme, of Bethesda, of buying 2,000 shares of Woodies stock three days after he learned from his mother, one of Woodies' major stockholders, that Michigan real estate magnate A. Alfred Taubman was about to make a bid to buy the 16-store chain.
Orme, who agreed to settle the suit without admitting or denying the SEC's charges, bought his shares for $45.25 to $45.50 on April 26 -- for a total of $90,375 -- four days before Woodies announced Taubman's $59-a-share bid for the area's leading department store chain.
On April 27, trading in the stock was halted at the request of the National Association of Securities Dealers after an unusually high volume of shares -- 111,000 -- changed hands. At that time, Woodies acknowledged it was in merger negotiations. After the merger announcement, the price of Woodies stock soared to $57.50.
Ultimately, Orme received $60.50 for each share he acquired April 16, after Taubman raised his bid to win the support of dissident stockholders. The dissidents all are descendants of the founders, who had argued that the $59-a-share price was too low. Orme was one of those dissidents.
Orme agreed to return all the profits he received from his April 26 stock acquisition. SEC said that profit was $24,000 -- the difference between the acquisition price and the $57.50 a share price the stock was selling for shortly after the merger announcement was made.
In a brief statement issued by his lawyer John Lockie, Orme said he had agreed to settle the suit, rather than fight it, because of the poor health of his mother, Nancy Luttrell Orme. His mother, he said, would be the major witness to testify about the events at issue.
In fighting the dissident stockholders, Woodies had filed suit against Orme and four other family members charging them with reaping illegal profits by buying stock on the basis of inside information the company had given to some family members. Woodies ultimately dropped that suit after it became clear the company had no legal standing to pursue the battle.
Although thousands more Woodies shares changed hands shortly before trading was halted in the stock April 17, it appears that there will be no more insider trading suits brought by the SEC in this case.