Schering-Plough Corp. yesterday filed a lawsuit against E. F. Hutton & Co. charging the securities firm with unlawfully purchasing "massive" amounts of Schering stock on the basis of inside information.
In a lawsuit filed late yesterday afternoon in U.S. District Court in New Jersey, Schering said it gave Hutton "highly sensitive and confidential" information for use by two Hutton clients that were considering business transactions with Schering.
Schering said in the lawsuit that even though Hutton understood that the information could be used only by those two clients and only for the purpose of evaluating the transactions under consideration, Hutton misused the information by purchasing Schering stock either for itself or for another client.
E. F. Hutton officials said they had not seen the lawsuit and had no comment.
"In blatant disregard of the trust and confidence placed in Hutton by Schering, defendant Hutton has fraudulently misappropriated such information by engaging in insider trading, either on its own behalf or on behalf of Hutton and John Doe an unnamed Hutton client on a massive scale on the basis of the information," the lawsuit said.
Securities regulations prohibit an investment banking firm that obtains confidential corporate information from misappropriating that information by purchasing stock for itself or for other clients.
According to the lawsuit, starting about May 1984, Schering had discussions with a foreign company that it considered acquiring. Since Schering considered paying for the foreign company by issuing "hundreds of millions of dollars" worth of its own stock, the foreign company, a Hutton client, wanted to learn more about Schering.
The other Hutton client, according to the lawsuit, was an American company that Schering had discussions with starting about Nov. 8, 1985.
Members of Hutton's merger department were involved in both sets of discussions, the lawsuit said, and Schering gave Hutton confidential financial information about itself for use by both Hutton clients.
The lawsuit said that after receiving the information, Hutton began purchasing large amounts of Schering stock. The lawsuit cited a report published Dec. 4 in The New York Times that quoted sources as saying Hutton has acted in partnership with others in seeking buyout opportunities and has been buying Schering stock.
The lawsuit said that Hutton is believed to have purchased more than 2.5 million shares of Schering stock, or slightly less than 5 percent of the company's outstanding shares. At current market prices, that would have cost about $150 million.
The lawsuit seeks an injunction against Hutton and those persons acting with Hutton from further purchases of Schering stock; divestiture of Schering stock already purchased, and disgorgement of profits illegally obtained.
The lawsuit said that shortly after Schering became aware that Hutton was purchasing Schering shares, Schering notifed a member of Hutton's merger department that it could not continue discussions with the firm's clients while Hutton was buying shares.
A Schering official asked the Hutton official who the shares were being bought for and soon thereafter, the Hutton official responded that he had been instructed by the head of Hutton's merger department not to tell Schering on whose behalf the purchases were being made.
The lawsuit said the Schering official told the Hutton official that it was apparent that "when Hutton listens, Hutton talks."