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U.S. Securities and Exchange Commission

United States of America
before the
Securities And Exchange Commission

Securities Act of 1933
Release No. 8014 / September 27, 2001

Administrative Proceeding

File No. 3-10592

In the Matter of
Rauscher Pierce Refsnes, Inc.,
now known as
Dain Rauscher Incorporated.

RULE 602(e) OF THE

Rauscher Pierce Refsnes, Inc., now known as Dain Rauscher Incorporated ("Rauscher") has submitted a letter, dated July 25, 2001, for waiver of the disqualification from the exemption under Regulation E arising from Rauscher's settlement of an administrative proceeding commenced by Commission. On September 27, 2001, pursuant to Rauscher's Offer of Settlement, the Commission issued an Order Instituting Public Administrative and Cease-and-Desist Proceedings, Making Findings and Imposing Remedial Sanctions ("Order") against Rauscher. Under the Order, the Commission found that Rauscher willfully violated, and committed or caused violations of, Sections 17(a)(2) and (3) of the Securities Act of 1933 ("Securities Act"), Section 15B(c)(1) of the Securities Exchange Act of 1934 ("Exchange Act"), and MSRB Rule G-17.

In the Order, the Commission: (1) orders Rauscher to cease and desist from committing or causing any violations and any future violations of Sections 17(a)(2) and (3) of the Securities Act, Section 15B(c)(1) of the Exchange Act, and MSRB Rule G-17; (2) orders Rauscher to pay a civil penalty in the amount of $200,000 and (3) orders Rauscher to undertake to maintain its current policies and procedures.

The Regulation E exemption is not available for the securities of an issuer if a director, officer, principal security holder, investment adviser or underwriter of the securities to be offered, or any partner, director or officer of such investment adviser or underwriter, is the subject to a Commission order pursuant to Section 15(b) of the Exchange Act. See Rule 602(c)(3) under the Securities Act. The Commission may waive the disqualification upon a showing of good cause. See Rule 602(e).

Based upon the representations set forth in Rauscher's request, the Commission has determined that a showing of good cause has been made pursuant to Rule 602(e) and that the request for a waiver of the disqualification should be granted.

Accordingly, IT IS ORDERED, pursuant to Rule 602(e) under the Securities Act, that a waiver from the application of the disqualification provision of Rule 602(c)(3) under the Securities Act resulting from the entry of the Order is hereby granted.

By the Commission.

Jonathan G. Katz



Modified: 10/01/2001