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U.S. Securities and Exchange Commission

Before the

Securities Exchange Act of 1934
Release No. 50530 / October 13, 2004

Admin. Proc. File No. 3-11446

In the Matter of

Fleet Specialist, Inc.,






1. On March 30, 2004, the Securities and Exchange Commission ("Commission") issued an Order Instituting Administrative and Cease-and-Desist Proceedings, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order Pursuant to Sections 15(b)(4) and 21C of the Securities Exchange Act of 1934 ("March 30 Order") against Fleet Specialist, Inc. ("FSI"). The March 30 Order directed FSI, among other things, to pay disgorgement in the amount of $38,013,594 and a civil penalty in the amount of $21,083,875.

2. The March 30 Order further states that the civil penalty shall be added to a Fair Fund (the "Distribution Fund") to be distributed pursuant to a distribution plan (the "Plan") drawn up by an administrator (the "Administrator") to be chosen by the staff of the Commission and the New York Stock Exchange ("NYSE"). The March 30 Order provides that the Distribution Fund shall be used to pay the costs of administering the Plan.

3. In accordance with the provisions of the March 30 Order, on April 8, 2004, FSI made payments totaling $59,097,469 to the Commission.

4. The Division of Enforcement and the NYSE have selected Heffler, Radetich & Saitta L.L.P. ("Heffler Radetich") as the Administrator of the Distribution Fund. Heffler Radetich is a public accounting firm that specializes in class action and other fund administrations. Heffler Radetich will maintain the Distribution Fund in an escrow account pending distribution.


In view of the foregoing, it is ORDERED that:

1. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, a Fair Fund is hereby established for the disgorgement and penalty funds described in the March 30 Order.

2. Pursuant to Rule 1105(a) of the Commission's Rules on Fair Fund and Disgorgement Plans, Heffler Radetich is hereby appointed to act as Administrator of the Distribution Fund.

3. The bond requirement of Rule 1105(c) of the Commission's Rules on Fair Fund and Disgorgement Plans is waived for good cause shown, specifically, Heffler Radetich's use of an escrow account to maintain the Distribution Fund pending distribution.

4. Within ten days of the entry of this Order, Heffler Radetich shall open an escrow account (the "Escrow Account") at a federally insured banking institution pursuant to an escrow agreement (the "Escrow Agreement") not unacceptable to the staff of the Commission. Such banking institution must be (a) well capitalized within the meaning of Section 38(b)(1)(A) of the Federal Depository Insurance Act; (b) have a peer rating of 1; (c) have adequate insurance; and (d) be supervised by federal banking regulators.

5. The Escrow Agreement shall, among other things: (a) require that all funds in escrow be invested, as soon as reasonably possible and to the extent practicable, in short-term U.S. Treasury securities with maturities not to exceed six months; (b) name an escrow agent who shall be appropriately bonded; (c) provide that escrowed funds be disbursed by the escrow agent only upon further order of the Commission, except as provided for in section II.7 hereof. The costs associated with the Escrow Account shall be paid from the Distribution Fund.

6. Heffler Radetich shall promptly notify the Commission in writing that the Escrow Account has been established. Following receipt of the written notification, the Commission will transfer $59,097,469 to the Escrow Account specified in the written notification.

7. Within 120 days of the entry of this Order, Heffler Radetich shall draw up a Plan, for approval by the Commission, to identify the customers who were injured as a result of FSI's trading violations as determined in the March 30 Order by the Commission staff and the NYSE. As provided for in the March 30 Order, the Distribution Fund shall be used (a) to pay the costs of administering the Plan; (b) to reimburse injured customers for their loss; and (c) to pay prejudgment interest to injured customers. Heffler Radetich shall receive payment for its fees and expenses on a monthly basis, provided that Heffler Radetich submits to the Commission staff for advance approval a schedule of such fees and expenses in sufficient detail to identify each item thereof. Funds to cover Heffler Radetich's fees and expenses shall be disbursed from the Escrow Account only upon the written authorization of the Commission staff.

8. Pursuant to Rule 1105(f) of the Commission's Rules on Fair Fund and Disgorgement Plans, Heffler Radetich shall file an accounting of the Distribution Fund by November 15, 2004, and during the first ten days of every calendar quarter thereafter until a final accounting is made. If as of September 30, 2005, the Distribution Fund has not been entirely distributed, Heffler Radetich shall procure an independent audit by an auditor not unacceptable to the staff of the Commission, of the Distribution Fund and direct the auditor to deliver a copy of the audit directly to the Commission's Office of the Secretary, Securities and Exchange Commission, 450 5th Street, NW, Washington, DC 20549, for approval by the Commission. Heffler Radetich shall mail all accountings and copies of any audit required by this paragraph to David Rosenfeld, Assistant Regional Director, Division of Enforcement, Securities and Exchange Commission, 233 Broadway, New York, New York, 10279.

9. Heffler Radetich shall file on a timely basis all required federal, state, and local tax returns with respect to the Distribution Fund, and provide copies of such filings to the Commission's Office of Financial Management, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Stop 0-3, Alexandria, VA 22312, and to David Rosenfeld at the address in paragraph II.8.

10. Heffler Radetich is authorized to engage and employ persons necessary to assist it in carrying out its duties and responsibilities hereunder.

By the Commission.

Jonathan G. Katz


Modified: 10/14/2004