On June 24, 2004, the Commission filed an insider trading case in t…

On June 24, 2004, the Commission filed an insider trading case in the United States District Court for the Central District of California against J. Thomas Talbot (“Talbot”), a businessman in Orange County, California, and a former Director of Fidelity National Financial Inc. (“Fidelity”), a public company traded on the New York Stock Exchange. The Complaint alleges that in April 2003, Talbot bought stock in LendingTree, Inc. (“LendingTree”), after learning at a meeting of the Fidelity Board of Directors that LendingTree would be acquired by another company.

According to the Complaint, on April 22, 2003, at a Fidelity Board Meeting, Fidelity’s Chief Executive Officer (“CEO”) told Talbot and other Fidelity board members that LendingTree would soon be acquired by another company at a significant premium over its then-current trading price. At the time of the meeting, Fidelity owned 12% of LendingTree. At the Fidelity Board meeting, the Complaint alleges, Talbot heard the CEO’s comments about the potential acquisition, and wrote “LendingTree” on the top of his meeting agenda. These words constituted the only notes that Talbot made during the four-hour Board meeting. The Complaint alleges that after this information was conveyed to the Board of Directors, a Fidelity Board member cautioned the directors not to trade in LendingTree securities because they had been provided with confidential information.

The Complaint alleges that two days after the Board meeting, however, Talbot breached the fiduciary duty he owed to Fidelity and purchased 5,000 shares of LendingTree common stock at $13.50 per share on the basis of the material, non-public information he misappropriated from Fidelity. According to the Complaint, Talbot similarly purchased an additional 5,000 shares of LendingTree at $14.50 per share on April 30, 2003. The Complaint further alleges that on May 5, 2003, the day that USA Interactive announced that it would acquire LendingTree, Talbot sold his 10,000 shares of LendingTree stock, realizing illicit profits of $67,881.20.

The Complaint alleges that by engaging in the foregoing conduct, Talbot violated Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”), and Rule 10b-5 thereunder. The Commission’s Complaint seeks a Final Judgment that (i) enjoins Talbot from future violations of the antifraud provisions of the Exchange Act, (ii) requires Talbot to disgorge his illicit profits, with prejudgment interest thereon, (iii) orders him to pay a civil penalty, and (iv) bars him from serving as an officer or director of a public company.

The Commission acknowledges the assistance of the National Association of Securities Dealers, Inc. in its investigation of this matter.


CV 04- 4556 MMM (PLAx) (C.D. CA.)

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