Release No. 40948 / January 14, 1999

File No. 3-9759

In the Matter of

Allegheny Financial Programs,
Inc., and Atlantic-Pacific
Capital, Inc.



On October 20, 1998, the Securities and Exchange Commission (Commission) deemed it appropriate and in the public interest to institute public administrative and cease-and-desist proceedings against the Respondents pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 (Exchange Act).

In response to the institution of these administrative proceedings, the Respondents submitted Offers of Settlement which the Commission has determined to accept. Solely for the purpose of this proceeding and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to jurisdiction and those facts set forth in paragraph II.A below, which are admitted, the Respondents consent to the entry of this Order Making Findings, Imposing Remedial Sanctions and Ordering Respondents To Cease And Desist (Order).


On the basis of this Order and the Offers of Settlement submitted by the Respondents, the Commission makes the following findings1:

A. The Respondents are broker-dealers registered with the Commission pursuant to Section 15(b) of the Exchange Act. These Respondents were each required to maintain minimum net capital of $5000 or greater but less than $100,000 pursuant to 17 C.F.R. §240.15c3-1(a)(2) as of July 15, 1998.

B. Rule 17a-5(e)(5) promulgated under Section 17(a) of the Exchange Act provides that every registered broker or dealer required to maintain minimum net capital of $5000 or greater as of July 15, 1998 must file with the Commission and its designated examining authority (DEA) no later than August 31, 1998, Part I of Form BD-Y2K reflecting the broker-dealer's Year 2000 preparedness as of July 15, 1998.

C. As of September 4, 1998, the Respondents had not filed Part I of Form BD-Y2K with the Commission or their DEA, the National Association of Securities Dealers (NASD).

D. On September 10, 1998, the NASD sent the Respondents a letter warning that broker-dealers who failed to file Form BD-Y2K might be subject to formal disciplinary action by NASD Regulation (NASDR) or the institution of an administrative proceeding by the Commission for violations of Sections 17(a) of the Exchange Act, Rule 17a-5 thereunder, or other provisions of the securities laws or NASD rules. The letter gave these Respondents a grace period of until September 21, 1998 within which they could file Form BD-Y2K without any enforcement action being taken against them.

E. As of October 2, 1998, the Respondents had not filed Part I of Form BD-Y2K with the NASD or the Commission.

F. Based on the foregoing, Respondents willfully violated Section 17(a) of the Exchange Act and Rule 17a-5(e)(5) promulgated thereunder.


In view of the foregoing, it is in the public interest to impose the sanctions and cease-and-desist order specified in the Offers of Settlement.

Accordingly, IT IS ORDERED that:

A. The Respondents be, and hereby are, censured;

B. Pursuant to Section 21C of the Exchange Act, the Respondents shall cease and desist from committing or causing any violations, and committing or causing any future violations of Section 17(a) of the Exchange Act and Rule 17a-5(e)(5) thereunder;

C. Pursuant to Section 21B of the Exchange Act, each of the Respondents shall, prior to the close of business within ten business days after the date of the entry of the Order against them, pay a civil penalty in the amount of $5000 to the United States Treasury. The 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) hand-delivered or mailed to the Comptroller of the Securities and Exchange Commission, SEC Operations Center, 6432 General Green Way, Alexandria, VA 22312; and (4) submitted with a cover letter that identifies by firm name each Respondent as a Respondent in this proceeding and the file number of this proceeding. Copies of the cover letter and money order or check shall be sent to Mary Keefe, Director, Midwest Regional Office, Securities and Exchange Commission, 500 W. Madison St., Ste. 1400, Chicago, IL 60661.

By the Commission.

Jonathan G. Katz



The findings herein are made pursuant to each Respondent's Offer of Settlement and are not binding on any other person or entity in this or any other proceeding.