SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. Securities Exchange Act of 1934 Release No. 41146 / March 8, 1999 Accounting and Auditing Enforcement Release No. 1116 / March 8, 1999 Administrative Proceeding File No. 3-9846 In the Matter of Jeffrey L. Harfst, CPA, William R. Hebel and Joseph E. Muehl On March 8, 1999 the Securities and Exchange Commission ("Commission") issued an Order Instituting Proceedings Pursuant to Sections 15(b)(6) and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice as to Jeffrey L. Harfst, CPA, William R. Hebel and Joseph E. Muehl. The Division of Enforcement alleges that each of the respondents, all former employees of the Nikko Securities Co. International, Inc. ("Nikko"), in connection with certain sales of its mortgage-backed securities ("MBS") portfolio, violated the broker-dealer recordkeeping and reporting provisions of the federal securities laws. The Enforcement Division also alleges that Respondents Hebel and Muehl violated the antifraud provisions of the securities laws.[1] The Enforcement Division alleges that from August to November 1994, Nikko, with Respondent Harfst’s knowledge, overstated the fair value of its MBS portfolio in its books and records and FOCUS reports. During the summer of 1994, MBS market prices declined following an increase in long- term interest rates and a drop in demand for MBS derivative securities like those held in Nikko’s portfolio. Consequently, the fair value of Nikko’s MBS portfolio declined. The Enforcement Division alleges that Nikko New York carried the MBS portfolio at values exceeding fair value by $9.6 million at the end of August 1994 and by $17.5 million by the end of October 1994. Respondent Harfst, as Nikko’s co-Chief Financial, knew that Nikko was overstating the fair value of its MBS portfolio and yet permitted Nikko to continue to overstate the MBS portfolio. The Enforcement Division alleges that in November 1994, Nikko sold the majority of the MBS portfolio to its London- based affiliate, Nikko Europe Plc ("Nikko Europe"), for $134 million, at least $17 million above fair value. Nikko then improperly booked the transaction as trading proceeds and failed to report the $17 million loss that would have been recognized had the securities purchased by Nikko Europe been properly valued. The Enforcement Division alleges that Respondent Harfst knew that the sale to Nikko Europe was improperly booked. The Enforcement Division alleges that several months later, in February 1995, Nikko, acting as broker for Nikko Europe, sold a portion of the MBS portfolio. In connection with those sales, Respondent Hebel, a Nikko Senior Vice President and Deputy Head of the Fixed Income Division, and Respondent Muehl, a Nikko First Vice President, violated the antifraud provisions, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, by misappropriating approximately $842,000 from Nikko Europe. Respondents Hebel and Muehl arranged to sell the MBS portfolio securities in four swap transactions with an unaffiliated broker in which the prices were deliberately marked down to allow Nikko to profit at the expense of Nikko Europe. In order to conceal the scheme, Hebel and Muehl falsified Nikko’s books and records to hide the illicit profits. As part of this scheme, Hebel and Muehl told Harfst that Muehl had certain profits he wanted to recognize over time, instead of on the day made. Harfst agreed to the profit-recognition scheme so long as all the profits were recorded by month-end. Harfst learned in early March that the profits had not been recorded as instructed, yet took no further action. As a result of these activities, Nikko’s books and records and FOCUS reports were inaccurate in violation of the Exchange Act’s books and records provisions for broker-dealers, Sections 17(a) and 17(e) of the Exchange Act and Rules 17a-3 and 17a- 5 thereunder. The Division alleges that Harfst, Hebel and Muehl willfully aided and abetted and caused these violations and that Harfst engaged in improper professional conduct. A hearing will be held before an administrative law judge to determine whether the staff’s allegations are true, and if so, what if any remedial relief is appropriate and in the public interest. **FOOTNOTES** [1]: In related settled civil and administrative proceedings, the Commission previously sanctioned Nikko and three individuals for conduct related to these facts. Securities and Exchange Commission v. The Nikko Securities Co. International, Inc., 98 CV 2058 (D.D.C. August 27, 1998), Lit. Rel. No. 15861, AAER No. 1070; In the Matter of The Nikko Securities Co. International, Inc., Masao Ebina, Tadao Osada and Toshiyuki Sagiuchi, Admin. Proc. File No. 3-9687. 1