==========================================START OF PAGE 1====== UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 37419 / July 11, 1996 ADMINISTRATIVE PROCEEDING File No. 3-9040 ____________________________ : In the Matter of : : ORDER INSTITUTING PROCEEDINGS : PURSUANT TO SECTION 21C OF ALEXANDER SHESHUNOFF, SR., : THE SECURITIES EXCHANGE ACT : OF 1934, MAKING FINDINGS AND : IMPOSING CEASE AND DESIST Respondent. : ORDER ____________________________: I. The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and they hereby are, instituted pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") to determine whether Alexander Sheshunoff, Sr. ("Sheshunoff" or "Respondent") violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. II. In anticipation of the institution of these administrative proceedings, Sheshunoff has submitted an Offer of Settlement ("Offer") to the Commission, which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceeding brought by or on behalf of the Commission, or to which the Commission is a party, the Respondent consents to the issuance of this Order Instituting Proceedings, Making Findings and Imposing Cease- and-Desist Order ("Order"), without admitting or denying the matters set forth herein, and to the entry of the findings and the imposition of the remedial sanctions set forth below. ==========================================START OF PAGE 2====== III. The Commission finds the following: A. RESPONDENT Alexander Sheshunoff, Sr., age 56, is a resident of Austin, Texas. B. THE ISSUER Business Records Corporation ("BRC"), formerly known as Cronus Industries, Inc., is headquartered in Dallas, Texas. BRC specializes in providing election services and land records management to state and local governments and municipalities. BRC common stock trades on the National Association of Securities Dealers Automated Quotation Systems ("NASDAQ"). C. SHESHUNOFF'S "MARKING THE CLOSE" 1. From approximately July 1990 through April 1995, Sheshunoff executed buy orders for BRC stock at or near the close of trading on NASDAQ. Sheshunoff effected 326 trades in BRC stock in six accounts, including a profit-sharing account, an IRA account and two margin accounts, at four different broker-dealers. Sheshunoff's buy orders were filled by open market purchases. 2. According to a statement on Schedule 13D filed on May 15, 1989, Sheshunoff beneficially owned 251,000 shares reflecting 5.32 percent of the outstanding common stock in BRC. In the 58 months between July 1990 and April 1995, Sheshunoff consistently increased his holdings of BRC common stock. Sheshunoff filed amendments to his Schedule 13D on five occasions: February 27, 1992, July 13, 1993, July 19, 1993, December 6, 1993, and January 10, 1994. The Schedule 13D and its subsequent amendments reflect that Sheshunoff executed 94 100-share trades during the 60-day intervals covered by these filings. As of the amendment dated January 10, 1994, Sheshunoff beneficially owned 404,400 shares reflecting 8.05 percent of the outstanding common stock in BRC. 3. Of Sheshunoff's trades in BRC stock between July 1990 and April 1995, 52 percent were the last trade of the day, and 66 percent were either the last trade or occurred after 3:30 p.m. In addition, 80 percent of the trades were purchases in 100 share lots. Approximately 65 percent of Sheshunoff's trades in BRC stock were effected through a discount broker-dealer at which Sheshunoff maintained a margin account. ==========================================START OF PAGE 3====== 4. Sheshunoff's purchases of BRC common stock accounted for 0.33 percent of the total trading volume of 17,905,700 shares for the relevant 58 months. 5. Sheshunoff's trading usually resulted in a market uptick in BRC stock from the bid price to the ask price, causing BRC stock to close each day at $0.125 to $1 per share higher than the previous trade. 6. The two broker-dealers at which Sheshunoff maintained margin accounts valued account equity positions as of the last sale each day in order to ascertain compliance with margin maintenance requirements. As a result, Sheshunoff's trades at the close of NASDAQ trading increased the equity in his margin accounts. To that extent, Sheshunoff benefitted from marking the close of BRC stock, since any increase in the closing price of BRC stock resulted in a commensurate increase in the equity in those accounts, thereby in certain cases avoiding margin maintenance calls. Further, at least 27 margin calls, ranging from $4,447 to $108,288, and totalling $649,788, were met by market appreciation, caused in whole or in part by Sheshunoff's marking the close. At the same time, Sheshunoff satisfied other margin calls that were caused by market fluctuations, thereby reducing the amount of margin interest he paid. However, he continued to pay interest on debit balances in his margin accounts, which interest totalled $865,181 over the five-year period. 7. "Marking the close" is the practice of attempting to influence the closing price of a traded security by executing purchase or sale orders at or near the close of the market. The Commission has determined that marking the close constitutes market manipulation and therefore is a violation of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. As a result of the matters described in Paragraphs III.C.1. through III.C.6. above, the Commission finds that Sheshunoff's above-mentioned purchases of BRC common stock constituted marking the close. IV. Based on the above, the Commission finds that the aforementioned purchases violated Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Sheshunoff has submitted an offer in which he consents to the Commission's issuance of this Order which makes findings, as set forth above, and orders that he cease and desist from committing or causing any violation, and committing or causing any future violation of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. ==========================================START OF PAGE 4====== V. Accordingly, IT IS HEREBY ORDERED, pursuant to Section 21C of the Exchange Act, that Sheshunoff cease and desist from committing or causing any violation, and committing or causing any future violation of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. By the Commission. Jonathan G. Katz Secretary