SECURITIES EXCHANGE ACT OF 1934
Release No. 41798 / August 26, 1999

ADMINISTRATIVE PROCEEDING
File No. 3-9802

In the Matter of

Alpha Tech Stock Transfer Trust,
Greenfield Fund, Inc.,
Manor Investment Funds, Inc., and
United Stock Transfer, Inc.,
Respondents.

ORDER MAKING FINDINGS AND IMPOSING
REMEDIAL SANCTIONS AND
CEASE-AND-DESIST ORDER
PURSUANT TO SECTIONS 17A(c)(3)
AND 21C OF THE SECURITIES
EXCHANGE ACT OF 1934 AS TO ALPHA
TECH STOCK TRANSFER TRUST, MANOR
INVESTMENT FUNDS, INC., AND
UNITED STOCK TRANSFER, INC.

I.

In these public administrative proceedings ordered pursuant to Sections 17A(c)(3) and 21C of the Securities Exchange Act of 1934 (Exchange Act),1 Respondents Alpha Tech Stock Transfer, Inc. ("Alpha"), Manor Investment Funds, Inc. ("Manor"), and United Stock Transfer, Inc. ("United"), (collectively, "Respondents"), have each submitted an Offer of Settlement ("Offer"), which the Commission has determined to accept. Solely for the purposes of these proceedings and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party, and without admitting or denying the findings herein, except for those findings as to each Respondent, respectively, contained in paragraph II. A. below and the jurisdiction of the Commission over this matter, which are admitted, Respondents consent to the entry of this Order Making Findings and Imposing Remedial Sanctions and Cease and Desist Order Pursuant to Sections 17A(c)(3) and 21C of the Exchange Act of 1934 as to Alpha Tech Stock Transfer Trust, Manor Investment Funds, Inc., and United Stock Transfer, Inc. ("Order").

II.

On the basis of this Order and the Offer submitted by each Respondent, the Commission makes the following findings:

  1. Respondent Alpha (File No. 84-1735) has been registered with the Commission as a transfer agent since March 26, 1989 pursuant to Section 17A(c)(2) of the Exchange Act. Respondent Manor (File No. 84-5628) has been registered with the Commission as a transfer agent since December 28, 1995 pursuant to Section 17A(c)(2) of the Exchange Act. Respondent United (File No. 84-1522) has been registered with the Commission as a transfer agent since May 1, 1987 pursuant to Section 17A(c)(2) of the Exchange Act.

  2. The Respondents Alpha, Manor and United are transfer agents that, under Rule 17Ad-18(b) of the Exchange Act, were required to file both Parts I and II of Form TA-Y2K.

  3. On August 4, 1998, the staff of the Commission sent a letter to Respondents stating that the Commission had issued Rule 17Ad-18 and enclosing a copy of Form TA-Y2K. This letter directed Respondents to file Form TA-Y2K by August 31, 1998, to reflect their efforts to address potential Year 2000 problems as of July 15, 1998.

  4. As of September 17, 1998, Respondent Manor had not filed Part I or Part II of Form TA-Y2K with the Commission.

  5. As of September 23, 1998, Respondents Alpha and United had filed Part I but had not filed Part II of Form TA-Y2K with the Commission.

  6. On September 18, 1998, the Commission staff sent Respondents Alpha and United a letter warning that transfer agents who failed to file Form TA-Y2K might be subject to the institution of an administrative proceeding by the Commission for violations of Sections 17(a) of the Exchange Act, Rule 17Ad-18 thereunder, or other provisions of the securities laws, rules, or regulations. The letter gave Respondents Alpha and United a grace period of until September 30, 1998 within which they could file Form TA-Y2K without any enforcement action being taken against them.

  7. On September 25, 1998, the Commission staff sent Respondent Manor a letter warning that transfer agents who failed to file Part II of Form TA-Y2K might be subject to the institution of an administrative proceeding by the Commission for violations of Sections 17(a) of the Exchange Act, Rule 17Ad-18 thereunder, or other provisions of the securities laws, rules, or regulations. The letter gave Respondent Manor a grace period of until October 7, 1998, within which it could file both Parts I and II of Form TA-Y2K without any enforcement action being taken against it.

  8. As of December 8, 1998, Respondents Alpha and United still had not filed Part II of Form TA-Y2K with the Commission.

  9. As of December 8, 1998, Respondent Manor still had not filed Parts I or II of Form TA-Y2K with the Commission.

  10. By virtue of the conduct described above, Respondents Alpha, Manor and United willfully violated Section 17(a)(3) and 17A(d)(1) of the Exchange Act and Rule 17Ad-18 promulgated thereunder, which requires certain registered transfer agents to file with the Commission Form TA-Y2K regarding their Year 2000 compliance efforts. These transfer agents must file Part I and, if not exempt under Rule 17Ad-13(d) of the Exchange Act, Part II of Form TA-Y2K, no later than August 31, 1998. Both Parts I and II of Form TA-Y2K should reflect the transfer agent's preparation for the Year 2000 as of July 15, 1998.

  11. Respondents Alpha, Manor and United have submitted sworn financial statements and other evidence and have asserted their financial inability to pay a civil penalty. The Commission has reviewed the sworn financial statements and other evidence provided by Respondents Alpha, Manor and United and has determined that Respondents Alpha, Manor and United do not have the financial ability to pay a civil penalty.

III.

In view of the foregoing, it is in the public interest to impose the sanction and cease-and-desist order specified in the Offers of Settlement. Accordingly, IT IS ORDERED that:

  1. Pursuant to Section 17A(c)(3) of the Exchange Act, the Respondents be, and hereby are, censured;

  2. 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 Sections 17(a)(3) and 17A(d)(1) of the Exchange Act and Rule 17Ad-18 thereunder; and

  3. That the Division of Enforcement may, at any time following the entry of this Order, petition the Commission to: (1) reopen this matter to consider whether Respondents Alpha, Manor and/or United provided accurate and complete financial information at the time such representations were made; (2) determine the amount of the civil penalty to be imposed; and (3) seek any additional remedies that the Commission would be authorized to impose in this proceeding if Respondents Alpha, Manor and/or United's Offer had not been accepted. No other issues shall be considered in connection with this petition other than whether the financial information provided by Respondents Alpha, Manor and/or United was fraudulent, misleading, inaccurate or incomplete in any material respect, the amount of civil penalty to be imposed and whether any additional remedies should be imposed. Respondents Alpha, Manor and/or United may not, by way of defense to any such petition, contest the findings in this Order or the Commission's authority to impose any additional remedies that were available in the original proceeding.

By the Commission.

Jonathan G. Katz

Secretary


FOOTNOTES

1
These proceedings were previously instituted on January 7, 1999.