Page images
PDF
EPUB

For the Commission, by the Division of Invest- those defined in the application. The complete ment Management, under delegated authority. application is available for a fee from either the

Jonathan G. Katz

SEC's Public Reference Branch in person, or the Secretary

SEC's commercial copier (800) 231-3282 (in

Maryland (301) 258-4300). INVESTMENT COMPANY ACT OF 1940

Applicants' Representations: Release No. IC-16695/December 15, 1988 1. Applicant, a Maryland corporation, is regis811-4072

tered as an open-end, non-diversified manage

ment investment company under the 1940 Act. Park Avenue New York Tax Exempt Money Market Fund, Inc.; Application for

2. On July 19, 1984, Applicant filed a NotificaDeregistration

tion of Registration pursuant to Section 8 of the

1940 Act on Form N-8A and filed a registration Action: Notice of Application for Deregistration

statement under the 1940 Act on Form N-1A. under the Investment Company Act of 1940 (the

The registration statement became effective on “1940 Act”).

November 14, 1984. Applicant also registered Applicant: Park Avenue New York Tax Exempt under the Securities Act of 1933 an indefinite Money Market Fund, Inc. ("Applicant")

number of shares of common stock pursuant to Relevant 1940 Act Sections: Deregistration under Rule 24f-2 of the 1940 Act. Applicant's initial Section 8(f).

public offering commenced November 15, 1984. • Summary of Application: Applicant seeks an 3. The acquisition of Applicant by the Vista order declaring that it has ceased to be an invest- Fund was deemed to be in the best interests of ment company subject to the 1940 Act.

each entity by their respective governing boards.

The transaction enabled the Applicant's shareFiling Date: The application on Form N-8f was holders to derive the benefits offered to sharefiled on August 5, 1988, and an amendment was holders of the Vista Group which is a larger and filed on November 1, 1988 with a supplemental more diverse family of funds than the Park Aveletter dated October 31, 1988.

nue fund had been. On February 24, 1988, the Hearing or Notification of Hearing: If no hearing Board of Directors of the Applicant approved the is ordered, the application will be granted. Any terms of the reorganization. On April 22, 1988, interested person may request a hearing on the pursuant to notice, a shareholders' meeting of the application, or ask to be notified if a hearing is Applicant was held at which a majority of shareordered. Any requests must be received by the

holders approved the reorganization. SEC by 5:30 p.m. on January 9, 1989. Request a .. 4. As of April 29, 1987, Applicant's aggregate net hearing in writing, giving the nature of your inter- assets were $236,950,457.63. On May 2, 1988, est, the reason for the request, and the issues you Applicant was party to a reorganization transaccontest. Serve the Applicants with the request, tion which entailed the acquisition by the series either personally or by mail, and also send it to of Mutual Fund Group designated as the Vista the Secretary of the SEC, along with proof of New York Tax Free Money Market Fund (the service by affidavit, or, for lawyers, by certificate. “Vista Fund”) of all of the properties and assets, Request notification of the date of a hearing by and the assumption of all of the liabilities, of the writing to the Secretary of the SEC.

Applicant in exchange for an equal value of Vista Addresses: Secretary, SEC, 450 5th Street, N.W.,

Fund's shares of beneficial interest which were Washington, D.C. 20549; Applicant: Park Avenue contemporaneously distributed to the shareNew York Tax Exempt Money Market Fund, holders of the Applicant. The exchange was done Inc.: 666 Old Country Road, Garden City, New

at net asset value as determined in accordance York 11530.

with Rule 2a-7 under the Act and the procedures

set forth for valuation in each entities' respective For Further Information Contact: Bibb L.

governing instruments. The net asset value, offerStrench, Staff Attorney, (202) 272-2856, or Karen

ing price and redemption price per share was L. Skidmore, Branch Chief, (202) 272-3023, Of

$1.00. The exact net asset value of the shares fice of Investment Company Regulation.

varied by some small degree from that exact Supplementary Information: The following is a amount, as permitted by Rule 2a-7. All portfolio summary of the application; proper terms are securities of the Applicant were acquired by Vista Fund in connection with the reorganization plaint alleged that Silverman, while associated and no brokerage commissions were paid with with the broker-dealer, received material nonrespect thereto. All portfolio securities were val- public information from a client relating to a ued at their amortized cost. Vista Fund assumed proposed merger between Suffield Savings Bank, all of Applicant's obligations and liabilities then Connecticut and Coastal Savings Bank of Portexisting, whether absolute, accrued, contingent land, Maine ("Coastal”). While in possession of or otherwise.

that information, Silverman purchased securities 5. Expenses incurred in connection with the re

of Coastal for himself, family members, and other organization, including costs of printing and mail

clients. Simultaneous with the filing of the Coming the Proxy Statement/Prospectus and ac- plaint, Silverman, without admitting or denying counting and legal fees, were borne by Vista the allegations of the complaint, consented to the Fund and Applicant pro rata according to each

entry of a Final Order of Permanent Injunction as fund's aggregate net assets on the date of the

more fully described below. The Final Order reorganization. Aggregate expenses were ap

enjoins Silverman from future violations of Secproximately $115,573. Of such amount, approx

tion 10(b) of the Securities Exchange Act of 1934

and Rule 106-5 thereunder. In addition, Silverimately $98,400 was allocated to Applicant and approximately $17,173 was allocated to Vista

man is ordered to pay $9,171 in disgorgement to Fund.

the registry of the Court, and to pay a penalty of

$18,342 under the Insider Trading Sanctions Act 6. As of the time of filing the application, Appli- of 1984 to the United States Treasury. cant have no securityholders. No assets have In a related administrative proceeding, Silverman been retained by Applicant and no liabilities consented to the issuance of an Order by the remain outstanding. Applicant is not a party to Commission suspending him from association any litigation or administrative proceedings. It is with any broker, dealer, municipal securities not presently engaged in, nor does it propose to dealer, investment company or investment adengage in, any business activities other than

viser for a period of six months. In June, 1988, those necessary for the winding up of its affairs. Silverman was sentenced to pay a $10,000 fine in 7. Applicant filed a Certificate of Dissolution a charge of wire fraud stemming from his testiwith the State of Maryland on May 2, 1988.

mony before the staff in this matter. In assessing 8. Applicant is current on its required filings, Commission considered, among other things, his

the sanction to be imposed on Silverman, the including its N-SAR filing.

age, his record of service in the community, and For the Commission, by the Division of Invest- the fact that he has not been employed in the ment Management, under delegated authority. brokerage industry since March, 1988.

Jonathan G. Katz

The investigation leading to this matter as well as Secretary

several other enforcement actions, was as the result of a referral to the Commission by the National Association of Securities Dealers, Inc. For further information see Litigation Release

Nos. 11732, 11777, 11778, 11795, 11873 and LITIGATION

11892. Litigation Release No. 11933/December 8, 1988 SECURITIES AND EXCHANGE

Litigation Release No. 11938/December 9, 1988 COMMISSION v. ARTHUR B. SILVERMAN SECURITIES AND EXCHANGE (USDC, D. Conn. Civil Action No. H-88-826- COMMISSION v. JOEL D. WEISMAN No. AHN)

H-88-825-PCD (District of Connecticut) Douglas Scarff, Administrator of the Boston Re- Douglas Scarff, Administrator of the Boston Regional Office of the Securities and Exchange gional Office of the Securities and Exchange Commission today announced the filing, on No- Commission announced that on November 30, vember 30, 1988, of a complaint in the United 1988 the Commission filed with the United States States District Court for the District of Connecti- District Court for the District of Connecticut an cut against Arthur B. Silverman, formerly a regis- action for a permanent injunction and other equitered representative with the Hartford, Connecti- table relief against Joel D. Weisman cut office of a registered broker-dealer. The com- (“Weisman”). The complaint alleges that Weisman violated the antifraud provisions of the Complaint in the United States District Court for Securities Exchange Act of 1934 (“Exchange the District of New Jersey against Hughes CapAct") in connection with trading in the securities ital Corporation (“Hughes”), F.D. Roberts Seof Coastal Savings Bank ("Coastal Bank”). The curities, Inc. (“F.D. Roberts”), Howard AckerComplaint specifically alleges that Weisman pur- man, Gilbert Beall, Dominick Fiorese, Frederick chased Coastal Bank stock while in possession of Galiardo, Sheldon G. Kanoff, John Knoblauch, confidential non-public information obtained Susan Lachance, Alan Lieb, Frederic Mascolo, from Robert DiGennaro (“DiGennaro"), the then John Perfetti, Lionel Reifler and Ira Victor. The Chairman and Chief Executive Officer of Suffield Complaint alleges violations of Sections 5 and Bank, relating to an imminent offer from Suffield 17(a) of the Securities Act of 1933, Sections 10(b), Bank to merge with Coastal Bank, which was 13(a) and 17(a) of the Securities Exchange Act of publicly announced after Weisman purchased the 1934 and Rules 106-5, 106-6, 106-9, 12b-25, Coastal Bank stock.

13a-13 and 17a-3 thereunder in connection with In Spring, 1987, Weisman was subpoenaed to the initial public offering (the “IPO”) and secondappear before the Commission and provide testi- ary market trading in the securities of Hughes mony. In his sworn deposition he denied any Capital Corporation. The Commission seeks to knowledge of confidential information con- preliminarily and permanently enjoin the defendcerning the merger prior to purchasing Coastal

ants from further violations of those provisions Bank stock in numerous personal and family

and to require disgorgement of all proceeds realaccounts at different brokerage firms.

ized from the alleged violations. Immediately thereafter, Weisman recan.ed his

The Commission's Complaint alleges the followtestimony and played a significant role in expos- ing: Certain disclosed and undisclosed control ing a scheme of insider trading and subsequent persons of Hughes (the “issuer defendants?”) and perjury and obstruction relating to the merger

certain officers and directors of F.D. Roberts and the Commission's ongoing investigation. engaged in a scheme to manipulate the price of Weisman fully cooperated with the U.S. At- Hughes securities. The specific fraudulent detorney's Office

. This assistance included wearing vices used to implement the scheme included: electronic surveillance equipment in a series of the dissemination of a prospectus for Hughes personal and telephone conversations with two

IPO which contained false and misleading stateof the targets of the investigation. These recorded

ments; the placement of the entire IPO in acconversations implicated both targets in insider

counts under the control of the issuer defendants; trading and subsequent cover-up surrounding the

the charging by F.D. Roberts of excessive unCoastal acquisition. Weisman also cooperated disclosed markups to bona-fide customers who fully with the U.S. Attorney's Office in all phases purchased Hughes stock in the secondary marof grand jury investigation of insider trading, ket; the causing of arbitrary increases in the price perjury and obstruction. Thereafter, he testified of Hughes stock by F.D. Roberts; and, the disfor the government at the criminal trial of one of semination of false and misleading press releases the targets. Largely as a result of Weisman's

and investment advisory newsletters designed to cooperation in this investigation, to date four stimulate investor interest in Hughes. convictions have been obtained in the U.S. Dis- Simultaneously with the filing of the action, F.D. trict Court for the District of Connecticut and Roberts, Frederick Galiardo ("Galiardo”), additional law enforcement actions are con- Sheldon G. Kanoff (“Kanoff”), Alan Lieb templated.

(“Lieb”) and John Perfetti (“Perfetti"), without

admitting or denying the allegations of the ComLitigation Release No. 11939/December 13, 1988

plaint, consented to the entry of permanent in

junctions against future violations. F.D. Roberts SECURITIES AND EXCHANGE

also agreed to disgorge $279,825.75, which repreCOMMISSION v. HUGHES CAPITAL sents an amount equal to its underwriting fees, CORPORATION, F.D. ROBERTS

commissions, concessions and all other profits SECURITIES, INC. et al. (United States received from its transactions in Hughes. The District Court for the District of New Jersey) Commission has requested that the Court ap(Civ. Action No. 88-5238) (AJL)

point an Escrow Agent to submit a plan of disThe Securities and Exchange Commission gorgement. (“Commission”) announced today the filing of a The settlement with F.D. Roberts, Galiardo, Kanoff, Lieb and Perfetti further contemplates that purchases of the common stock of Gartner upon the entry of the permanent injunctions in Group, Inc. (“Gartner Group”). Simultaneous the civil action, the Commission will institute with the filing of the Commission's Complaint, administrative proceedings against F.D. Roberts, Doliner, without admitting or denying the ComGaliardo, Kanoff, Lieb and Perfetti based upon mission's allegations, submitted a consent to the the facts alleged in the Complaint and the entry of entry of a proposed Final Judgment of Permanent permanent injunctions. The Commission has Injunction and Other Relief enjoining and reagreed to accept the Offers of Settlement submit- straining him from further violations of Sections ted by É.D. Roberts, Galiardo, Kanoff, Lieb and 10(b) and 14(e) of the Exchange Act and Rules Perfetti providing for the entry of Commission 106-5 and 14e-3 promulgated thereunder, orderorders making findings of fact, providing for a ing him to disgorge profits of $22,250.00, and to censure of the firm and ordering the firm to pay a one-time penalty of $22,250.00 under the comply with certain undertakings. Among other Insider Trading Sanctions Act of 1984. things, the firm will retain a consultant to conduct

The Complaint alleges that Doliner, in conneca review of the deficiencies in F.D. Roberts' com

tion with his employment as an Executive Vice pliance and supervisory policies, procedures and

President with Saatchi & Saatchi Holdings practices for the purpose of making recommen

(USA), Inc., a United States-based subsidiary of dations designed to prevent and detect future

Saatchi & Saatchi Company, PLC (collectively violations of the federal securities laws. The firm

referred to as the “Saatchi Organization”), obalso has undertaken to refrain permanently from

tained material, nonpublic information conunderwriting blind pool offerings.

cerning a contemplated acquisition of Gartner Galiardo and Perfetti consented to Commission Group by the Saatchi Organization. In June 1988, orders making findings of fact, and barring them the Saatchi Organization announced that it had from association with any broker, dealer, invest- agreed to acquire Gartner Group and that it ment company, investment adviser or municipal would commence a tender offer for outstanding securities dealer in any capacity with the proviso shares of Gartner Group common stock. that they may make application to become asso

The Complaint alleges that Doliner was emciated with any such entity after a period of 30

ployed to perform and coordinate accounting due months. Kanoff and Lieb consented to Commis

diligence in connection with acquisitions consion orders making findings of fact, and barring them from association with any broker, dealer,

templated by the Saatchi Organization. The

Complaint further alleges that Doliner was one of investment company, investment adviser or mu

the employees of the United States-based subnicipal securities dealer in any capacity with the

sidiary to whom the Board of Saatchi & Saatchi proviso that they may make application to be

Company, PLC, delegated the responsibility to come associated with any such entity after a

review potential acquisitions in the United States. period of 12 months.

It was in this capacity that Doliner allegedly

learned of and participated in various nonpublic Litigation Release No. 11940/December 14, 1988 meetings and discussions both within the Saatchi SECURITIES AND EXCHANGE

Organization and between representatives of the COMMISSION v. HARVEY ALAN

Saatchi Organization and Gartner Group. DOLINER, United States District Court for The Complaint alleges that during the period of the Southern District of New York, Civ. May 6, 1988 through May 27, 1988, inclusive, Action No. 88-CIV 8806 (RJW)

Doliner purchased 2,500 shares of Gartner Group The Securities and Exchange Commission

common stock. On July 13, 1988, Gartner group (“Commission") today announced the filing of a

publicly disclosed that it was engaged in discuscivil action in the United States District Court for

sions with an undisclosed third party concerning the Southern District of New York seeking per

a possible sale of Gartner Group. This constituted manent injunctive and other equitable relief

the first public disclosure of the discussions reagainst Harvey Alan Doliner. The Complaint al

garding the possible acquisition of Gartner Group leges that Doliner violated Sections 10(b) and

by the Saatchi Organization. 14(e) of the Securities Exchange Act of 1934 The Complaint further alleges that on June 17, (“Exchange Act”) and Rules 106-5 and 14e-3 1988, the Saatchi Organization announced pubpromulgated thereunder in connection with his licly that it had agreed to buy Gartner Group and

that it would commence a tender offer for all $22,250.00 on his transactions in Gartner Group outstanding shares of Gartner Group common common stock. stock, conditioned on receipt of a majority of This matter was referred to the Commission by Gartner Group common stock shares on a fully the Market Surveillance Section of the National diluted basis and on approval of shareholders of Association of Securities Dealers, Inc., in WashSaatchi & Saatchi Company PLC. On June 27, ington, D.C. The Commission is continuing its 1988, Doliner sold his 2,500 shares of Gartner investigation in this matter. Group common stock and realized a profit of

« PreviousContinue »