UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 34-40911 / January 11, 1999 ADMINISTRATIVE PROCEEDING File No. 3-9803 ______________________________ : In the Matter of : ORDER MAKING FINDINGS : AND IMPOSING CERTAIN MARKET MAKING : SANCTIONS AS TO ACTIVITIES ON NASDAQ : JEFFERIES & COMPANY, INC. ______________________________: I. In the accompanying Order Instituting Proceedings Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 and Findings of the Commission ("Order Instituting Proceedings"), the Securities and Exchange Commission ("Commission") instituted these public administrative proceedings against Jefferies & Company, Inc. ("Jefferies" or "Respondent"), and other firms and individuals. Contemporaneously, Jefferies has submitted an Offer of Settlement ("Offer") in anticipation of the institution of these proceedings, which the Commission has determined to accept. In its Offer, Respondent, solely for the purposes of these proceedings and any other proceedings brought by or on behalf of the Commission or to which the Commission is a party, prior to a hearing pursuant to the Commission’s Rules of Practice, and without admitting or denying the findings herein, except for the findings of Section II.A., which are admitted, has consented to the entry of the Order Instituting Proceedings and this Order Making Findings and Imposing Sanctions as to Jefferies & Company, Inc. (which are hereinafter referred to as the "Orders"). The Commission has determined that it is appropriate and in the public interest to accept the Respondent’s Offer and accordingly is issuing this Order. II. On the basis of the Orders and Respondent’s Offer, the Commission finds[1] the following: A. Respondents Jefferies & Company, Inc., a Delaware corporation, is registered with the Commission as a broker-dealer pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act"). At all relevant times, Jefferies made markets in a number of securities traded in the Nasdaq market. Jefferies’s principal place of business during the relevant time period was Los Angeles, California. Jefferies traded Nasdaq stocks for its own accounts and for the accounts of institutional investors. At all times relevant herein, Jefferies was a member of the National Association of Securities Dealers, Inc. ("NASD"), a national securities association registered with the Commission under Section 15A of the Exchange Act. B. Factual Summary In connection with its activities as a Nasdaq market maker, Jefferies engaged in the following activities, as more fully described in the applicable sections of the accompanying Order Instituting Proceedings, in the following securities and on the following dates. 1. The Fraudulent Coordination of Quote Movements Jefferies engaged in, or caused, the coordinated entry of quotations on Nasdaq in violation of Sections 15(c)(1) and (2) of the Exchange Act and Rules 15c1-2 and 15c2-7 thereunder, in one or more of the respects described in Section II.C.1. of the Order Instituting Proceedings in a market making transaction or a related series of market making transactions in: a. the stock of Viking Office Products ("VKNG") on June 17, 1994. 2. Undisclosed Arrangements to Coordinate Quotations Jefferies entered, or caused to be entered, in the Nasdaq market fictitious quotations in one or more respects described in Section II.C.2. of the Order Instituting Proceedings in violation of Section 15(c)(2) of the Exchange Act and Rule 15c2-7 thereunder, in a market making transaction or related series of market making transactions in: a. the stock of Ground Round Restaurants ("GRXR") on July 11, 1994. 3. Other Market Maker Misconduct Jefferies engaged in, or caused, other manipulative conduct in one or more of the respects described in Section II.C.4. of the Order Instituting Proceedings in violation of Section 15(c)(1) of the Exchange Act and Rule 15c1-2 thereunder, in a market making transaction or related series of market making transactions in: a. the stock of Viking Office Products ("VKNG") on June 17, 1994. 4. Unlawful Profits and Other Gains While engaged in certain of the improper activities described above, Jefferies obtained unlawful profits and gains, which, together with interest, total $14,348.00. III. By reason of the foregoing, Jefferies willfully violated Sections 15(c)(1) and (2) of the Exchange Act, and Rules 15c1-2 and 15c2-7 thereunder. IV. In view of the foregoing and Respondent’s Offer, IT IS HEREBY ORDERED, pursuant to Sections 15(b) and 21C of the Exchange Act, that: 1. Jefferies shall cease and desist from committing or causing any violation of, and committing or causing any future violation of, Sections 15(c)(1) and (2)of the Exchange Act, and Rules 15c1-2 and 15c2-7 thereunder; 2. Jefferies shall, within 10 business days of the entry of this Order, pay a civil penalty in the amount of $62,500.00 by wire transfer in accordance with instructions furnished by the Commission staff, or by U.S. Postal money order, certified check, bank cashier’s check, or bank money order, made payable to the Securities and Exchange Commission, which shall be hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Mail Stop O-3, Alexandria, VA 22312, under cover of a letter that identifies Jefferies as a Respondent in these proceedings and provides the caption and file number for these proceedings; with (a) written confirmation of payment by such wire transfer, or (b) a copy of such cover letter and money order or check, to be sent to Leonard W. Wang, Division of Enforcement, Securities and Exchange Commission, 450 5th Street, N.W., Mail Stop 7-1, Washington, D.C. 20549; and 3. Jefferies shall, within 10 business days of written notice from the Commission staff or the Independent Consultant appointed by the Commission in this matter, pay disgorgement in the amount of $14,348.00 pursuant to Section 21C(e) of the Exchange Act. By the Commission. Jonathan G. Katz Secretary **FOOTNOTES** [1]: The findings herein are solely for the purpose of these proceedings, and are not binding on any person not a respondent in these proceedings. 1