==========================================START OF PAGE 1====== UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION Administrative Proceeding File No. 3-9250 Securities Exchange Act of 1934 Release No. 38300 / February 18, 1997 ------------------------------- : : ORDER INSTITUTING PUBLIC In the Matter of : PROCEEDINGS PURSUANT TO : SECTION 15(b) OF MILTON WEINGER : THE SECURITIES EXCHANGE ACT : OF 1934, MAKING FINDINGS AND : IMPOSING REMEDIAL SANCTIONS : ------------------------------- I. The Securities and Exchange Commission (the "Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") against Milton Weinger (the "Respondent"). II. In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement for the purpose of resolving these proceedings, which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party, Respondent admits the jurisdiction of the Commission and, without admitting or denying the findings contained herein, except admitting his criminal plea and sentence described in Section IV C. and D. below and the findings in Section IV F. and H. below, Respondent consents to the findings and the imposition of the remedial sanction set forth below. ==========================================START OF PAGE 2====== III. Accordingly, IT IS ORDERED that public administrative proceedings pursuant to Section 15(b) of the Exchange Act be, and hereby are, instituted. IV. On the basis of this Order Instituting Proceedings and the Offer of Settlement submitted by Respondent, the Commission finds that1: A. Respondent was born on March 27, 1930 in Monticello, New York. B. From in or about 1962 through June 30, 1992, Respondent was employed as a registered representative of Oppenheimer & Co., Inc., a broker-dealer registered with the Commission, with offices in New York and elsewhere. C. On September 17, 1992, Respondent pleaded guilty in the United States District Court for the Southern District of New York to one criminal count of violating 18 U.S.C.  1621, by committing perjury when testifying under oath before the Commission during October 24, 1989 and December 7, 1989. D. On February 24, 1993, Respondent was sentenced to imprisonment for a term of ten months, two-years' supervised release thereafter, and a $50 special assessment. E. Respondent's conviction was an offense specified in Section 15(b)(4)(B)(i) of the Exchange Act. F. On June 4, 1992, the Commission commenced an action, Securities and Exchange Commission v. Downe, et al., 92 Civ. 4092 (SAS), in the United States District Court for the Southern District of New York (the "Federal Court Action"), charging, inter alia, Respondent with violating, during the period 1987 through 1989, Sections 10(b) and 14(e) of the Exchange Act and Rules 10b-5 and 14e-3 thereunder. G. The complaint in the Federal Court Action alleged that Respondent, directly or indirectly, singly or in 1 These findings are solely for the purpose of these proceedings and are not binding on any other person named as a respondent in this or any other proceeding. ==========================================START OF PAGE 3====== concert, traded in the (1) securities of Kidde, Inc. ("Kidde") in 1987 while in possession of material, nonpublic information about negotiations leading up to the August 1987 announcement of an agreement for the acquisition of Kidde by the Hanson Trust PLC; (2) securities of Bear Stearns Companies, Inc. ("Bear Stearns") in 1987 while in possession of material, nonpublic information about negotiations resulting in the September 30, 1987 announcement of a potential purchase of 20% of the capital stock of Bear Stearns by Jardine Strategic Holdings Limited; and (3) securities of Edgcomb, Inc. ("Edgcomb") in 1988 and 1989 while in possession of material, nonpublic information concerning efforts and negotiations to effectuate a sale of Edgcomb which ultimately resulted in the May 1989 announcement of an agreement for the acquisition of Edgcomb by the Blackstone Group. H. On December 26, 1996 the court in the Federal Court Action entered a Final Judgment of Permanent Injunction and Other Relief as to Milton Weinger by Consent (the "Final Judgment") pursuant to which, inter alia, the court ordered that Respondent was permanently enjoined and restrained from, directly or indirectly, singly or in concert, violating Sections 10(b) and 14(e) of the Exchange Act and Rules 10b-5 and 14e-3 thereunder. I. The Final Judgment was an order, judgment or decree specified in Section 15(b)(4)(C) of the Exchange Act. V. Based upon the foregoing, the Commission deems it appropriate and in the public interest to accept the Offer of Settlement submitted by Respondent and to impose the sanctions specified by Respondent in his offer. Accordingly, IT IS HEREBY ORDERED that Respondent be, and hereby is, barred from association with any broker, dealer, investment company, investment adviser or municipal securities dealer, effective immediately. By the Commission. Jonathan G. Katz Secretary