The Securities and Exchange Commission recently announced that it charged three former bank executives in Nebraska for participating in a scheme to understate millions of dollars in losses and mislead investors and federal regulators at the height of the financial crisis. One of the executives and his son also are charged with insider trading.
The SEC alleges that Gilbert G. Lundstrom, who was the CEO and chairman of the board at Lincoln, Neb.-based TierOne Bank, along with president and chief operating officer James A. Laphen and chief credit officer Don A. Langford played a role in TierOne understating its loan-related losses as well as losses on real estate repossessed by the bank. TierOne had expanded into riskier types of lending in Las Vegas and other high-growth geographic areas in Arizona and Florida, and the bank was experiencing a significant rise in high-risk problem loans. TierOne’s primary banking regulator, the Office of Thrift Supervision (OTS), directed TierOne to maintain higher capital ratios as a result of the bank’s increase in high-risk problem loans. To appear to comply with the heightened capital requirements, Lundstrom, Laphen, and Langford disregarded information showing that the collateral securing certain TierOne loans and real estate repossessed by the bank was overvalued due to the bank’s reliance on stale and inadequately discounted appraisals. The losses were understated by millions of dollars in multiple SEC filings.
Lundstrom and Laphen agreed to settle the SEC’s charges as did Lundstrom’s son Trevor A. Lundstrom, who is charged with illegally trading on nonpublic information from his father about an anticipated asset sale. The Lundstroms and Laphen agreed to collectively pay nearly $1.2 million in the settlements, which are subject to court approval. The SEC’s case continues against Langford.
“A fundamental test of management integrity is whether executives make full and honest disclosure in times of company stress, the exact point when shareholders have the greatest need for accurate information,” said Robert Khuzami, Director of the SEC’s Division of Enforcement. “The SEC’s complaints allege that as Tier One’s financial condition worsened, these executives utterly failed that test by understating losses on the bank’s troubled loans and concealing the bank’s deterioration from shareholders and regulators alike.”
According to the SEC’s complaints filed in U.S. District Court for Nebraska, the truth about TierOne’s losses did not become publicly known until late 2009 after OTS required TierOne to obtain new appraisals for its impaired loans. TierOne, in turn, disclosed more than $130 million in loan losses. Had these loss provisions been booked in the proper quarters, the bank would have missed its required capital ratios as far back as the fourth quarter of 2008. Following the announcement of these loss provisions, TierOne’s stock price dropped more than 70 percent, and the bank filed for bankruptcy shortly after it was shut down by OTS in June 2010.
With regard to the insider trading charges against the Lundstroms, the SEC alleges that Gilbert Lundstrom tipped his son in 2009 with confidential details about a proposed asset sale between TierOne and Great Western Bank. Based on this material, nonpublic information, Trevor Lundstrom bought nearly 210,000 TierOne shares between June and September 2009 in anticipation of the asset sale. Following a September 4 public announcement about the transaction, Lundstrom sold his TierOne holdings for $225,921 in illicit profits.
The SEC’s complaints charge Gilbert Lundstrom, Laphen, and Langford with violations of the antifraud, deceit of auditors, reporting, recordkeeping, and internal controls provisions of the federal securities laws. In settling the SEC’s charges without admitting or denying the allegations, Gilbert Lundstrom, who lives in Lincoln, agreed to pay a $500,921 penalty and Laphen, who resides in Omaha, agreed to pay a $225,000 penalty. They also consented to permanent officer and director bars. Trevor Lundstrom, who lives in Birmingham, Ala., settled his insider trading charges without admitting or denying the SEC’s allegations. He agreed to pay disgorgement of $225,921 plus prejudgment interest and a $225,921 penalty. Langford, who lives in Gibsonia, Pa., has not settled the charges.
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