Harvey M. Burstein and James D. Loeffelbein

Securities Act of 1933
Release No. 8155 / December 6, 2002

Securities Exchange Act of 1934
Release No. 46955 / December 6, 2002

Administrative Proceeding
File No. 3-10545

In the Matter of Harvey M. Burstein and James D. Loeffelbein Respondents.

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NOTICE OF PROPOSED PLAN OF DISGORGEMENT DISTRIBUTION AND OPPORTUNITY FOR COMMENT BY NON-PARTIES

Notice is hereby given, pursuant to Rule 612 of the Rules of Practice of the Securities and Exchange Commission (the "Commission"), 17 C.F.R. § 201.612, that the Division of Enforcement has filed its proposed Plan of Disgorgement Distribution ("Distribution Plan") in the above matter with the Commission.

OPPORTUNITY TO COMMENT

Pursuant to this Notice, all interested parties are advised that the Distribution Plan may be obtained by submitting a written request to Thomas M. Piccone, United States Securities and Exchange Commission, 1801 California Street, Suite 1500, Denver, CO 80202. Further, all persons desiring to comment on the Distribution Plan may submit their views, in writing, no later than December ____, 2002 [30 days after publication of this Notice] to the Office of the Secretary, United States Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549-0609.

THE PROPOSED PLAN OF DISGORGEMENT DISTRIBUTION

On April 9, 2002, the Commission found that Respondents Harvey M. Burstein ("Burstein") and James D. Loeffelbein ("Loeffelbein") willfully violated Sections 5(a) and 5(c) of the Securities Act of 1933 ("Securities Act"), Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act"), and Rule 10b-5, former Rule 10b-6, and Rule 101 of Regulation M under the Exchange Act by, among other things, failing to disclose material information to their customers. In addition to ordering that Burstein and Loeffelbein cease and desist from committing or causing any violation and any future violation of Sections 5(a) and 5(c) of the Securities Act, Section 10(b) of the Exchange Act, and Rule 10b-5 and Rule 101 of Regulation M under the Exchange Act, and pay civil penalties, the Commission ordered Burstein and Loeffelbein, respectively, to pay disgorgement of $74,324 and $101,544, prejudgment interest of $35,230 and $48,617, and post-judgment interest.

The Distribution Plan generally provides that customers of BMA Financial Services, Inc. ("BMA"), other than Burstein or Loeffelbein, who purchased shares of the common stock of Edgerton Musical Amplifiers, Inc. ("Edgerton") through BMA between February 20, 1997 and May 31, 1997 (the "relevant time") will each receive a proportionate share of the total disgorgement, prejudgment interest and post-judgment interest paid by Burstein and Loeffelbein. In general, the proportionate shares are determined by comparing the amount each customer spent on purchases of Edgerton common shares through BMA during the relevant time (less proceeds from known sales of Edgerton common shares during the relevant time) to the total of such amounts for all BMA customers (excluding Burstein and Loeffelbein). A Commission employee will act as administrator of the plan and will not receive any compensation other than his regular salary.

For the Commission, by its Secretary, pursuant to delegated authority.