UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION Securities Exchange Act of 1934 Release No. 39146 / September 29, 1997 Investment Advisers Act of 1940 Release No. 1674 / September 29, 1997 Administrative Proceeding File No. 3-9449 : In the Matter of : ORDER INSTITUTING PUBLIC : ADMINISTRATIVE PROCEEDINGS : PURSUANT TO SECTION 203(f) OF Mark S. Chanko : THE INVESTMENT ADVISERS ACT OF : 1940 AND CEASE-AND-DESIST : PROCEEDINGS PURSUANT TO SECTION Respondent. : 21C OF THE SECURITIES EXCHANGE : ACT OF 1934, MAKING FINDINGS, : AND IMPOSING SANCTIONS : I. The Commission deems it appropriate and in the public interest that public administrative proceedings and cease-and desist proceedings be, and they hereby are, instituted pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") and Section 203(f) of the Investment Advisers Act of 1940 ("Advisers Act") to determine whether Mark S. Chanko ("Chanko") violated Section 16(a) of the Exchange Act, and Rules 16a-2 and 16a-3 thereunder. II. In anticipation of the institution of these administrative proceedings and cease-and desist proceedings, Chanko has submitted an Offer of Settlement 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, Chanko, without admitting or denying the findings, consents to the issuance of this Order Instituting Public Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940 and Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings and Imposing Sanctions ("Order") and to the entry of the findings and the imposition of the sanctions set forth below. III. On the basis of this Order and Respondent's Offer, the Commission finds the following: 1. FACTS A. Standard Motor Products, Inc. ("SMP"), a New York corporation headquartered in Long Island City, New York, is a manufacturer of automotive replacement parts. SMP's common stock has been registered with the Commission pursuant to Section 12(b) of the Exchange Act since at least March 1982 and is traded on the New York Stock Exchange. B. Chanko was Vice President of Finance, Treasurer, and Chief Financial Officer of SMP from September 1986 until July 8, 1993, when he retired from SMP. C. Marchan Capital Management ("MCM"), has been registered with the Commission as an investment adviser pursuant to Section 203(c) of the Advisers Act since September 1992. Chanko is the president and sole proprietor of MCM. D. Between September 1992 and August 1993, Chanko purchased and sold SMP common stock, for his own benefit, through the brokerage accounts of a client of MCM's, who was also a close personal friend. E. Chanko failed to file ten Forms 4 and two Forms 5 reflecting the changes in his beneficial ownership of SMP common stock as a result of the transactions referred to in Paragraph III. 1. D. above. F. Between August 1993 and November 1993, Chanko purchased and sold SMP securities in his own brokerage account. These transactions occurred within six months of the last purchase or sale of SMP common stock that Chanko made while he was an officer of SMP. G. Chanko failed to file three Forms 4 with respect to the transactions referred to in Paragraph III. 1. F. above. H. Based on the foregoing, the Commission finds that Chanko willfully violated Section 16(a) of the Exchange Act and Rules 16a-2 and 16a-3 promulgated thereunder. IV. In view of the foregoing, the Commission finds that it is appropriate and in the public interest to impose the sanctions set forth in the Offer submitted by Chanko. ======END OF PAGE 2====== Accordingly, IT IS HEREBY ORDERED that: A. Pursuant to Section 21C of the Exchange Act, Chanko shall, effective immediately, cease and desist from committing or causing any violation, and any future violation, of Section 16(a) of the Exchange Act and Rules 16a-2 and 16a-3 thereunder; B. Pursuant to Section 203(i) of the Advisers Act, Chanko pay, within ten business days of the date of this Order, to the United States Treasury a civil penalty in the amount of $50,000. Such payment shall be: (1) made by United States postal money order, certified check, bank cashier's check or bank money order; (2) made payable to the Securities and Exchange Commission; (3) delivered to the Jonathan G. Katz, Office of the Secretary, Securities and Exchange Commission, 450 5th Street, N.W., Washington, DC 20549; and (4) submitted under cover letter which identifies Chanko as the Respondent in these proceedings and the file number of these proceedings, a copy of which cover letter and money order or check shall be sent to Rhonda L. Jung, Staff Attorney, Northeast Regional Office, Securities and Exchange Commission, 7 World Trade Center, 13th Floor, New York, NY 10048; C. Pursuant to Section 203(f) of the Advisers Act, Chanko be, effective immediately, censured. D. Pursuant to Section 21C of the Exchange Act, Chanko shall file the delinquent Forms 4 and 5 within thirty (30) days of the date of this Order. E. Chanko shall provide notice disclosing the material terms of this Order, in a form acceptable to the staff of the Commission, to all of his current advisory clients, within thirty (30) days of the date of this Order. Within forty-five (45) days of the date of this Order, Chanko shall submit an affidavit to the staff of the Commission certifying his compliance with this Paragraph IV. E. F. Chanko shall provide notice disclosing the material terms of this Order, for a period of one (1) year from the date of this Order, in a form acceptable to the staff of the Commission, to all of his prospective advisory clients, not less than twenty-four (24) hours prior to the execution of any orders for the purchase or sale of securities on behalf of the prospective advisory clients. Within one (1) year and thirty (30) days of the date of this Order, Chanko shall submit an affidavit to the staff of the Commission certifying Chanko's compliance with this Paragraph IV. F. By the Commission. Jonathan G. Katz ======END OF PAGE 3====== Secretary