FindLaw Class Action and Mass Tort Center: Securities: SEC Resources:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
LITIGATION RELEASE NO. 16015 / January 4, 1999
SECURITIES AND EXCHANGE COMMISSION v. DARRYL M. HOLZMAN et al.
(United States District Court for the District of Nevada, Civil
Action No. CV-S-99-00001-LDG (RJJ)
The Securities and Exchange Commission today announced the
filing of a settled complaint for insider trading in the
securities of Chrysler Corporation against Darryl M. Holzman and
Christine McKiernan, residents of Las Vegas, Nevada. The
complaint also names Ethel Holzman, of Henderson, Nevada, as
relief defendant for the illegal insider trading profits of her
deceased husband, Herbert Holzman. The complaint, filed in the
U.S. District Court for the District of Nevada, alleges that
McKiernan, a former executive assistant to a senior officer of
MGM Grand, Inc. and Tracinda Corporation, tipped her former
father-in-law, Herbert Holzman, and her former husband, Darryl
Holzman, to Tracinda's plans to make a tender offer for Chrysler
and to other confidential information. Tracinda was Chrysler's
largest shareholder at the time. Herbert and Darryl Holzman
purchased Chrysler securities before the public announcement of
Tracinda's tender offer plans. The defendants' tipping and
trading resulted in illicit profits of over $119,000 and violated
Sections 10(b) and 14(e) of Securities Exchange Act of 1934 and
Rules 10b-5 and 14e-3 thereunder.
According to the complaint, in November 1994, by virtue of
her employment, McKiernan learned of confidential plans by
Tracinda to send a letter to Chrysler’s Board of Directors
urging, among other things, a dividend increase, a stock
repurchase program and a stock split. McKiernan told her father-
in-law, Herbert Holzman, about the proposed letter and he bought
2,000 shares of Chrysler stock prior to the public disclosure of
the letter on November 14, 1994. Herbert Holzman sold his shares
after public announcement of the letter, realizing a profit of
$7,460.
The complaint further alleges that in April 1995, McKiernan
learned of confidential plans by Tracinda to make a tender offer
for Chrysler at a substantial premium to Chrysler's then share
price. McKiernan again told her father-in-law of Tracinda's
confidential plans and she told her husband, Darryl, either
directly or indirectly through her father-in-law. Darryl Holzman
then bought 60 Chrysler call options and Herbert Holzman bought
210 Chrysler call options. Following Tracinda's April 12, 1995,
public announcement of its intent to make a tender offer for
Chrysler, Darryl and Herbert Holzman sold their call options for
a profit of $45,700 and $68,350 respectively. The following
year, Herbert Holzman passed away, leaving most of his illicit
profits in brokerage accounts in the name of his wife, Ethel
Holzman.
Prior to the filing of the action, McKiernan and Darryl
Holzman consented, without admitting or denying the allegations
of the complaint, to the entry of final judgments permanently
enjoining them from violating Sections 10(b) and 14(e) of the
Exchange Act and Rules 10b-5 and 14e-3 thereunder. Payment of
disgorgement and a penalty by McKiernan and Darryl Holzman was
waived, based on their demonstrated inability to pay. Ethel
Holzman also consented, without admitting or denying the
allegations of the complaint, to the entry of a final judgment
ordering her to disgorge $50,000 representing gains from the
illegal conduct of Herbert Holzman.
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