U.S. Securities & Exchange Commission
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U.S. Securities and Exchange Commission

United States of America
before the
Securities and Exchange Commission

Securities Exchange Act of 1934
Release No. 47362 / February 13, 2003

Administrative Proceeding
File No. 3-8917

In the Matter of




Notice of Proposed Plan of Disgorgement Distribution and Opportunity for Comment

Notice is hereby given, pursuant to Rule 612 of the Rules of Practice of the United States Securities and Exchange Commission (the "Commission"), 17 C.F.R. § 201.612, that the Division of Enforcement has filed its Proposed Plan of Disgorgement Distribution ("Distribution Plan") in this matter with the Commission.

Opportunity to Comment

Pursuant to this notice, all interested parties are advised that the Distribution Plan may be obtained by submitting a written request to Sheldon Mui, U. S. Securities and Exchange Commission, Northeast Regional Office, 233 Broadway, 16th Floor, New York, NY 10279. Further, all persons desiring to comment on the Distribution Plan may submit their views, in writing, to the Office of the Secretary, U. S. Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, DC 20549-0609, no later than March 17, 2003.

The Distribution Plan

Pursuant to an Order entered by the Commission on consent on January 9, 1996, First Fidelity Securities Group ("FFSG") paid the Commission disgorgement and prejudgment interest of $1,793,309.43 (the "Disgorgement Fund"). The Disgorgement Fund represents an estimate of FFSG's profit from underwriting business it obtained from Essex County, New Jersey, Irvington, New Jersey, and the Camden County Municipal Utilities Authority ("CCMUA") after paying undisclosed kickbacks.

The Disgorgement Fund was created by calculating a disgorgement figure for each of the municipal offerings that were the subject of this proceeding. The disgorgement figure for each offering was based upon an approximation of the net profit that FFSG realized from that offering. Interest was calculated for each disgorgement sum and the total amount of disgorgement plus interest for each offering was added to arrive at the amount of the Disgorgement Fund, as shown on the following chart:

Municipality Offering Date Disgorgement Interest Total
Essex April 1987 $52,500.00 $64,969.38 $117,469.38
Essex January 1989 $120,592.80 $106,043.91 $226,636.71
Essex June 1989 $218,633.40 $173,106.86 $391,740.26
CCMUA February 1990 $562,845.60 $373,062.01 $935,907.61
Irvington February1992 $89,869.20 $31,686.27 $121,555.47
Totals   $1,044,441.00 $748,868.43 $1,793,309.43

The Distribution Plan provides that the Disgorgement Fund will be allocated among Essex County, Irvington and the CCMUA by paying each Claimant a sum equal to the disgorgement and interest figures attributed to its offerings when the staff calculated FFSG's disgorgement obligation. Accordingly, under the Distribution Plan the Disgorgement Fund would be distributed as follows:

Essex County$735,846.35
Irvington, NJ         $121,555.47

By the Commission.

Margaret H. McFarland
Deputy Secretary



Modified: 012/13/2003