SECURITIES AND EXCHANGE COMMISSION Washington, D.C. Securities Exchange Act of 1934 Release No. 38904 / August 6, 1997 In the Matter of Ted Harold Westerfield, Administrative Proceeding File No. 3-9355 The Commission has instituted public administrative proceedings pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Exchange Act") against Ted Harold Westerfield ("Westerfield"). In the Order, the Division of Enforcement alleges that from approximately April 1990 through April 1991, Westerfield, while an account executive with Gruntal & Co., a registered broker-dealer, paid kick-backs to the portfolio manager of a mutual fund, which were generated from commissions on high- yield bond transactions by the mutual fund. The Order is based upon the entry of a permanent injunction against Westerfield and Westerfield's prior criminal conviction. On December 31, 1996, the U.S. District Court for the Southern District of New York entered judgment against Westerfield based on Westerfield's conviction for violating Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, for aiding and abetting violations of Section 206 of the Investment Advisers Act of 1940 ("Advisers Act"), for conspiring to engage in fraudulent and deceptive business practices in violation of 18 U.S.C. 371 and for violations of the mail fraud statutes. Westerfield was ordered to pay restitution of up to $105,465.50 to a mutual fund company, based upon the amount of his future income. On June 3, 1997, the the U.S. District Court for the Southern District of New York entered a Final Judgment of Permanent Injunction permanently enjoining Westerfield from violating Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, from violating, or aiding, abetting, counseling, commanding, inducing or procuring violations of, Section 204 of the Advisers Act and Rule 204-1(b)(1), (2) and (3) thereunder, and from violating or conspiring to violate Section 17(e) of the Investment Company Act of 1940. Westerfield was ordered to pay disgorgement in the amount of $210,931, together with prejudgment interest in the amount of $133,896, with the proviso that Westerfield could offset restitution paid in the criminal case against the disgorgement ordered in the civil action. A hearing will be scheduled to determine whether the allegations against Westerfield are true, and, if so, what, if any remedial sanction is appropriate in the public interest. ======END OF PAGE 1======