This section contains the nature of the case and procedural background.

Amster (D) was engaged in arbitrage and started buying shares in a company called Graphic that publicly announced a liquidation. Eventually, D's shares in Graphic amounted to a 5% interest and D was required to file a 13(D). By January 28, 1986 Graphic filed an S-1 in which it indicated that the announced liquidation might not go forward. This was bad news for D. D's then eventually changed their 13(D) and decided to join a group engaged in a proxy contest to obtain control of Graphic. The SEC claimed violation of 13(d)(1)(C).

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