UNITED STATES SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 15928 / October 6, 1998 Hamilton Duncan Pays Over $43,000 in Insider Trading Case Securities and Exchange Commission v. Hamilton Richardson Duncan, Jr., Civil Action No. 98-S-2059 (D. Col.) (filed September 24, 1998) On September 24, 1998, the Securities and Exchange Commission (Commission) filed an insider trading complaint in the United States District Court for the District of Colorado against Hamilton Richardson Duncan, Jr. (Duncan). The Commission's complaint alleged that on July 16, 1997, Duncan, a resident of Denver, Colorado, violated Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 ("Exchange Act"), and Rules 10b-5 and 14e-3 thereunder, when he purchased 2,500 shares of Louisiana Land and Exploration Company (LLE) common stock while in possession of material, nonpublic information. Duncan signed a consent agreement, and the case was settled prior to filing. Under the consent agreement, Duncan, without admitting or denying the Commission's allegations, disgorged $20,875 of unlawful profits plus $1,609.60 prejudgment interest, and paid an additional $20,875 penalty. Duncan also consented to the entry of a permanent injunction from future violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 14(e) of the Exchange Act and Rule 14e-3 thereunder. On September 28, 1998, the court approved the settlement and entered the consent injunction. Specifically, the Commission's Complaint alleged:  On July 16, 1997, the boards of directors of Burlington Resources Inc. (BR) and LLE approved a deal under which LLE shareholders would tender their common stock to BR shareholders in exchange for BR common stock. Once the shares were exchanged, LLE would cease to exist as an independent corporation.  Duncan misappropriated from an LLE employee material, nonpublic information relating to the BR/LLE merger.  On July 16, 1997, while in possession of this insider information, Duncan purchased 1,000 shares of LLE stock at a price of $58.00, and 1,500 shares of LLE stock at a price of $58.25. Duncan executed these trades during the Pacific Exchange's after-hours trading session.  On July 17, 1997, after an early-morning press release announced the merger, LLE common stock opened trading at $66.50, netting Duncan an immediate profit of $20,875. The Commission thanks the Pacific Exchange for the substantial assistance it provided in connection with the investigation leading to this action.