IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
UNITED STATES OF AMERICA
GROUP LTD. (LIBERIA),
GROUP LTD. (BERMUDA),
SAMUEL A. COOPERMAN, and
RICHARD B. WINGFIELD,
Criminal No.: 06-466
Violation: 15 U.S.C. § 1
Filed: September 6, 2006
The Grand Jury charges:
1. STOLT-NIELSEN S.A. ("SNSA"), STOLT-NIELSEN TRANSPORTATION
GROUP LTD. (LIBERIA) ("SNTG (Liberia)"), STOLT-NIELSEN TRANSPORTATION
GROUP LTD. (BERMUDA) ("SNTG (Bermuda)," and together with SNTG (Liberia),
"SNTG"), SAMUEL A. COOPERMAN and RICHARD B. WINGFIELD are hereby indicted
and made defendants on the charge stated below.
2. Beginning at least as early as August 1998 and continuing until as late as
November 2002, the exact dates being unknown to the Grand Jury, defendants and their co-conspirators entered into and engaged in a combination and conspiracy to suppress and eliminate
competition by allocating customers, rigging bids and fixing prices for contracts of affreightment
for parcel tanker shipping of products to and from the United States and elsewhere. The
combination and conspiracy engaged in by defendants and co-conspirators was in unreasonable
restraint of interstate and foreign trade and commerce in violation of Section 1 of the Sherman
Antitrust Act (15 U.S.C. § 1).
3. Parcel tanker shipping is the ocean transport of bulk liquid chemicals, edible oils,
acids and other specialty liquids. Parcel tankers are vessels equipped with compartments designed
to carry shipments of various sizes. The temperature and other specifications of the compartments
can be regulated according to the specific requirements of the type of liquid being transported.
4. A contract of affreightment is a contract between a customer and a parcel tanker
shipping company for the transportation of bulk liquids from one port to another. A contract of
affreightment typically covers multiple shipments during a certain time period and specifies the
price, cargo, destinations and other terms and conditions.
5. The charged combination and conspiracy consisted of a continuing agreement,
understanding, and concert of action among the defendants and their co-conspirators, the
substantial terms of which were to allocate customers, rig bids, and fix prices for contracts of
affreightment for parcel tanker shipping of products to and from the United States and elsewhere.
6. For purposes of forming and carrying out the charged combination and
conspiracy, the defendants and co-conspirators did the following, among other things:
- In or about August 1998, defendant COOPERMAN and two subordinates
met in London, England with senior executives of Company B and agreed not to compete
for one another's customers for contracts of affreightment on certain trade lanes around the
world, including to and from the United States. They further agreed that executives of the
two companies would both prepare and exchange customer lists so that they could monitor
one another's compliance with the scheme.
- In or about January 1999, defendant COOPERMAN and a subordinate had
a meeting in Amsterdam with representatives of Company B and Company C to discuss
ways in which the three companies could maintain their respective market shares, control
market capacity, prevent and eliminate new entrants, and otherwise suppress and eliminate
competition in the parcel tanker shipping market.
- During the charged period, representatives of defendant SNTG and
representatives of Company B each had discussions with representatives of Company C in
which they agreed not to compete for certain of one another's customers for contracts of
- Defendant SNTG and the co-conspirator companies carried out their
fraudulent scheme in several ways. Principally, each company refrained from seeking
business from the others' customers. On occasion, if asked to submit a bid by another
company's customer, the co-conspirator companies either declined to bid or submitted
bids with intentionally high prices to create the appearance of competition. As a result,
these customers were defrauded into believing there was competition among the co-conspirator companies. Senior executives and other employees who worked at the co-conspirator companies also discussed customers and prices for contracts of affreightment
with their counterparts at the other co-conspirator companies to avoid competition. The
co-conspirators sometimes referred to their illegal agreement as "the coop" or "the status
- In or about March 2000, senior executives at defendant SNTG and
Company B agreed to include certain additional customers in the Gulf of Mexico and
Latin America in their scheme not to compete and directed their subordinates to discuss
and carry out this aspect of the agreement.
- In or about early 2001, defendant WINGFIELD became Managing Director,
Tanker Trading for defendant SNTG. At that time, defendant WINGFIELD became a
principal SNTG participant in the charged conspiracy, with the knowledge and approval of
defendant COOPERMAN and other senior executives at defendants SNSA and SNTG.
- In March 2001, defendant WINGFIELD and two subordinates met with
senior executives of Company B in League City, Texas, to discuss issues that had arisen as
a result of market consolidation among parcel tanker shipping customers and other
conspiratorial matters. At this meeting, defendant WINGFIELD and his co-conspirators
reaffirmed their commitment to their illegal agreement and agreed to prepare and exchange
updated customer lists to facilitate implementation of the agreement.
- Following the March 2001 meeting, defendant WINGFIELD directed that
his subordinates conduct an analysis of the financial benefit defendant SNTG gained from
the conspiratorial scheme. In or about April 2001, the subordinates prepared reports in
which each analyzed whether it would be more profitable for defendant SNTG to continue
to participate in the illegal scheme or to actually compete for upcoming contracts of
affreightment. Defendant WINGFIELD's key subordinate prepared a memorandum
summarizing the reports and concluding that defendant SNTG could continue to charge
higher prices and earn greater profits by remaining in the conspiracy. This memorandum
was telefaxed to defendant WINGFIELD in Europe on April 11, 2001. Thereafter, revised
customer lists were exchanged between defendant SNTG and Company B and defendant
SNTG continued to participate in the illegal scheme. Later, defendant WINGFIELD's key
subordinate learned that a top SNSA official had directed that the analysis of the
company's profits from participating in the conspiracy be prepared.
- In or about February 2002, defendant SNTG's general counsel discovered
the April 2001 fax regarding the conspiracy's profitability to the company and brought his
concerns about it to the attention of defendant SNTG's Chairman, defendant
COOPERMAN. Thereafter, defendant COOPERMAN chastised defendant
WINGFIELD's subordinate for having carelessly sent the April 2001 fax, leading to its
- After defendant SNTG's general counsel notified defendant
COOPERMAN of his discovery of the April 2001 fax, defendant COOPERMAN
conducted a sham investigation designed to prevent his participation in the conspiracy and
that of others from being disclosed to the independent members of defendant SNSA's
board of directors and its public shareholders. To conceal his own participation, defendant
COOPERMAN ensured that no culpable executives were disciplined, reassigned to
different positions, or terminated, thus enabling the conspiracy to continue.
- Defendant SNTG's general counsel resigned in March 2002. In or about
late March 2002, defendant WINGFIELD met separately with co-conspirator
representatives of Company B and Company C. He advised them that, as a result of a
problem defendant SNTG was having with a former employee, defendant SNTG would
need to be more careful, and only defendant WINGFIELD and his key subordinate would
handle future communications concerning the conspiratorial agreement. Defendant
WINGFIELD also told his co-conspirators that defendant SNTG would continue to honor
the agreement, that it would be business as usual, and the status quo agreement would
remain in effect.
- Following counsel's discovery of the April 2001 fax and subsequent
resignation, defendant WINGFIELD and his key subordinate continued to carry out the
agreement on behalf of defendant SNTG through face-to-face meetings and telephone calls
with co-conspirator representatives of Company B and Company C during which bids for
upcoming contracts of affreightment were discussed and agreed upon.
- At a meeting with co-conspirator representatives of Company B in June
2002, defendant WINGFIELD identified defendant SNTG's former general counsel as the
individual who was causing the company's problem. Defendant WINGFIELD assured his
co-conspirators, however, that it was business as usual and the status quo agreement
continued, and that the attorney-client privilege prohibited the former general counsel
from publicly disclosing what he knew about the illegal agreement.
- In or about October 2002, defendant WINGFIELD had a discussion with a
co-conspirator representative of Company C, in which they agreed that defendant SNTG
would not compete for a contract of affreightment of an important customer of Company
C and, in exchange, Company C would not compete for a contract of affreightment of an
important customer of defendant SNTG.
- Defendant WINGFIELD and his top subordinate met with representatives
of Company B at Heathrow Airport in October 2002. At this meeting, one of the
Company B representatives complained that SNTG had cheated on their agreement in the
U.S. Gulf to Mexico/Caribbean trade. Defendant WINGFIELD promised to look into the
matter and, thereafter, called the representative of Company B and confirmed that his
subordinates had cheated on the agreement and said that he would personally handle future
contacts with Company B concerning this aspect of their agreement.
- During the period October and November 2002, defendant WINGFIELD
and a representative of Company B had additional conspiratorial discussions in which
they, among other things, agreed that defendant SNTG would compensate Company B for
the cheating that had been discussed at the October meeting. During this period of time, a
subordinate complained to defendant COOPERMAN that defendant WINGFIELD had
been called by a representative of Company B to discuss an upcoming bid on which the
subordinate was then working. Thereafter, defendant WINGFIELD had discussions about
prices for the bid with Company B and Company B was able to maintain the allocated
7. In or about November 2002, defendants became concerned that their illegal
activities had become public and ended their participation in the charged conspiracy.
DEFENDANTS AND CO-CONSPIRATORS
8. During the period covered by this Indictment, defendant SNSA was a Luxembourg
corporation with offices in London, England, and is the parent corporation of all Stolt-Nielsen
entities worldwide, including defendant SNTG (Liberia), a Liberian corporation, and defendant
SNTG (Bermuda), a Bermuda corporation, each with offices in Greenwich, Connecticut. During
the period covered by this Indictment, defendants SNSA and SNTG engaged in parcel tanker
shipping of products around the world, including to and from the United States.
9. During the period covered by this Indictment, defendant SAMUEL A.
COOPERMAN held high-level executive positions in companies owned by defendant SNSA.
During at least parts of the charged period, defendant COOPERMAN was Chairman, President
and Chief Executive Officer of defendant SNTG, and a member of defendant SNTG's Board of
10. During the period covered by this Indictment, defendant RICHARD B.
WINGFIELD was a senior executive of defendant SNTG. During part of the charged conspiracy,
defendant WINGFIELD was Executive Vice President and Managing Director, Tanker Trading,
for defendant SNTG.
11. Various corporations and individuals not made defendants in this Indictment
participated as co-conspirators in the offense charged herein and performed acts and made
statements in furtherance thereof.
12. Whenever in this Indictment reference is made to any act, deed or transaction of
any corporation, it means that the corporation engaged in the act, deed or transaction by or
through its officers, directors, agents, employees or other representatives while they were actively
engaged in the management, direction, control or transaction of its business or affairs.
INTERSTATE AND FOREIGN TRADE AND COMMERCE
13. During the period covered by this Indictment, the conspirator parcel tanker
shipping companies shipped substantial quantities of products by parcel tanker shipping vessels in
a continuous and uninterrupted flow of interstate and foreign commerce to customers located in
states and countries outside the place of origin of the shipments. In addition, substantial quantities
of equipment and supplies necessary to providing such parcel tanker shipping, as well as
payments for such parcel tanker shipping, traveled in interstate and foreign commerce.
14. During the period covered by this Indictment, the activities of defendants and their
co-conspirators in connection with the parcel tanker shipping services affected by this conspiracy
were within the flow of, and substantially affected, interstate and foreign trade and commerce.
JURISDICTION AND VENUE
15. The combination and conspiracy charged in this Indictment was carried out, in
part, within the Eastern District of Pennsylvania within the five years preceding the return of this
ALL IN VIOLATION OF TITLE 15, UNITED STATES CODE, SECTION 1.
16. With respect to the charge in this Indictment, defendants SNSA, SNTG and their
co-conspirators derived gross gains, and persons other than the defendants or their co-conspirators
suffered gross losses, of at least $100,000,000.
A True Bill:
THOMAS O. BARNETT
Assistant Attorney General
SCOTT D. HAMMOND
Deputy Assistant Attorney General
Director of Criminal Enforcement
U.S. Department of Justice
PATRICK L. MEEHAN
United States Attorney for the
Eastern District of Pennsylvania
ROBERT E. CONNOLLY
Chief, Philadelphia Office
ANTONIA R. HILL
WENDY BOSTWICK NORMAN
KIMBERLY A. JUSTICE
RICHARD S. ROSENBERG
U.S. Department of Justice
The Curtis Center, Suite 650W
170 South Independence Mall West
Philadelphia, PA 19106
Tel.: (215) 597-7401