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U.S. Securities and Exchange Commission

SECURITIES ACT OF 1933
Release No. 8467 / August 25, 2004

SECURITIES EXCHANGE ACT OF 1934
Release No. 50247 / August 25, 2004

ADMINISTRATIVE PROCEEDING
File No. 3-11600


In the Matter of

MORGAN KEEGAN & CO., INC.

Respondent.


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CORRECTED ORDER UNDER SECTION 27A(b) OF THE SECURITIES ACT OF 1933 AND SECTION 21E(b) OF THE SECURITIES EXCHANGE ACT OF 1934 GRANTING WAIVERS OF THE DISQUALIFICATION PROVISIONS OF SECTION 27A(b)(1)(A)(ii) OF THE SECURITIES ACT AND SECTION 21E(b)(1)(A)(ii) OF THE EXCHANGE ACT

Morgan Keegan & Co., Inc. ("Morgan Keegan") has submitted a letter on behalf of itself and its affiliates, dated July 6, 2004, requesting a waiver of the disqualification provisions of Section 27A(b)(1)(A)(ii) of the Securities Act of 1933 ("Securities Act") and Section 21E(b)(1)(A)(ii) of the Securities Exchange Act of 1934 ("Exchange Act") arising from the settlement of administrative and cease-and-desist proceedings with the Commission. On August 25, 2004, the Commission instituted administrative and cease-and-desist proceedings against Morgan Keegan alleging that Morgan Keegan violated Section 17(b) of the Securities Act and Section 17(a) of the Exchange Act and Rule 17a-4 promulgated thereunder.

Morgan Keegan submitted an Offer of Settlement in which it agreed, without admitting or denying the findings in the Commission's Order Instituting Administrative and Cease-and-Desist Proceedings, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order Pursuant to Section 8A of the Securities Act of 1933 and Sections 15(b)(4) and 21C of the Securities Exchange Act of 1934 ("Order"), to the entry of the Order against it. Among other things, the Order requires Morgan Keegan to cease-and-desist from violating Section 17(b) of the Securities Act and Section 17(a) of the Exchange Act and Rule 17a-4 promulgated thereunder, censures the firm, orders Morgan Keegan to pay a $875,000 civil penalty, and requires Morgan Keegan to comply with certain undertakings related to the retention of e-mail.

The safe harbor provisions of Section 27A(c) of the Securities Act and Section 21E(c) of the Exchange Act are not available for any forward looking statement that is "made with respect to the business or operations of the issuer, if the issuer . . . during the 3-year period preceding the date on which the statement was first made . . . has been made the subject of a judicial or administrative decree or order arising out of a governmental action that (I) prohibits future violations of the antifraud provisions of the securities laws; (II) requires that the issuer cease and desist from violating the antifraud provisions of the securities laws; or (III) determines that the issuer violated the antifraud provisions of the securities laws[.]" Section 27A(b)(1)(A)(ii) of the Securities Act; Section 21E(b)(1)(A)(ii) of the Exchange Act. The disqualifications may be waived "to the extent otherwise specifically provided by rule, regulation, or order of the Commission[.]" Section 27A(b) of the Securities Act; Section 21E(b) of the Exchange Act.

Based on the representations set forth in Morgan Keegan's July 6, 2004 request, the Commission has determined that, under the circumstances, the request for a waiver of the disqualifications resulting from the entry of the Order is appropriate and should be granted.

Accordingly, IT IS ORDERED, pursuant to Section 27A(b) of the Securities Act and Section 21E(b) of the Exchange Act, that a waiver from the disqualification provisions of Section 27A(b)(1)(A)(ii) of the Securities Act and Section 21E(b)(1)(A)(ii) of the Exchange Act as to Morgan Keegan and its affiliates resulting from the entry of the Order is hereby granted.

By the Commission.

Jonathan G. Katz
Secretary

 

http://www.sec.gov/rules/other/33-8467.htm


Modified: 09/03/2004