UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION Securities Exchange Act of 1934 Release No. 38685 / May 28, 1997 Administrative Proceedings File No. 3-9319 : ORDER INSTITUTING PROCEEDINGS, In the Matter of : MAKING FINDINGS AND IMPOSING : REMEDIAL SANCTIONS AGAINST JEFFREY F. GREEN : JEFFREY F. GREEN PURSUANT TO : SECTION 15(b) OF THE : SECURITIES EXCHANGE ACT OF 1934 : I. The Securities and Exchange Commission (the "Commission") deems it appropriate and in the public interest that public administrative proceedings be instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") against Respondent Jeffrey F. Green ("Green" or "Respondent"). II. In anticipation of the institution of these proceedings, Green has submitted an Offer of Settlement ("Offer") for the purpose of resolving these proceedings, which Offer the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or to which the Commission is a party, Respondent, by his Offer, consents to the entry of this Order Instituting Proceedings Pursuant To Section 15(b) of the Securities Exchange Act of 1934, Making Findings And Imposing Remedial Sanctions ("Order"), admits the jurisdiction of the Commission and, without admitting or denying the findings set forth herein, except with respect to paragraphs III.C. and H. below, which are admitted, consents to the entry of the findings and remedial sanctions set forth below. Accordingly, it is ordered that proceedings pursuant to Section 15(b) of the Exchange Act be, and hereby are, instituted. III. On the basis of this Order and Respondent's Offer, the Commission finds<(1)> that: A. Respondent was born on May 2, 1954 and is a resident of Vermont. B. At all relevant times during 1990, Respondent was a registered representative with Greenwald Securities Trading, Inc. a broker- dealer registered with the Commission. C. On January 18, 1994, Respondent pled guilty to an information charging him with conspiracy to commit securities fraud in connection with the securities of Norton and Motel 6 and making false statements. U.S. v. Green, 94 Cr. 1024 (LLS) (S.D.N.Y.). D. On June 20, 1995, Respondent was sentenced to three years probation. E. Respondent's conviction was an offense specified in Section 15(b)(4)(B)(i) of the Exchange Act, 15 U.S.C.  78o(b)(4)(B)(i). F. On March 6, 1995, the Commission commenced an action, Securities and Exchange Commission v. Borlinghaus, et al., 95 Civ. 1520 (S.D.N.Y.) (JFK), in the United States District Court for the Southern District of New York (the "Federal Court Action"), charging, inter alia, Respondent with violating Sections 10(b) and 14(e) of the Exchange Act, 15 U.S.C.  78j(b), 78n(e), and Rules 10b-5 and 14e-3 thereunder, 17 C.F.R.  240.10b-5, 240.14e-3. G. The complaint in SEC v. Borlinghaus alleges, inter alia, that Respondent, directly or indirectly, singly or in concert, traded in the securities of (1) Norton in March 1990 while in possession of material, nonpublic, confidential information about negotiations leading to a tender offer for Norton securities by BTR, PLC ("BTR"), a British concern; and (2) Motel 6 in June and July 1990 while in possession of material, nonpublic, confidential information about negotiations leading to a tender offer for Motel 6 securities by Accor, S.A., a French concern. H. On March 3, 1997, a Final Judgment Of Permanent Injunction And Other Relief As To Jeffrey F. Green (the "Final Judgment") was entered by consent in SEC v. Borlinghaus, pursuant to which, inter alia, the court ordered that Respondent be permanently <(1)> The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any other person or entity in this or any other proceeding. ======END OF PAGE 2====== enjoined and restrained from, directly or indirectly, singly or in concert, violating Sections 10(b) and 14(e) of the Exchange Act and Rules 10b-5 and 14e-3 thereunder. I. The Final Judgment is an "order, judgment or decree" specified in Section 15(b)(4)(C) of the Exchange Act, 15 U.S.C.  78o(b)(4)(C). IV. In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions set forth below. Accordingly, IT IS HEREBY ORDERED that, effective immediately, Green is barred from association with any broker, dealer, investment company, investment adviser or municipal securities dealer. By the Commission. Jonathan G. Katz Secretary ======END OF PAGE 3====== Service List Rule 141 of the Commission's Rules of Practice provides that all orders instituting proceedings shall be served upon the person named in the order as a party to the proceeding and the interested division of the Commission. The attached Order has been sent to the following party and other persons entitled to notice: Honorable Brenda P. Murray Chief Administrative Law Judge Securities and Exchange Commission 450 Fifth Street, N.W., Stop 11-6 Washington, D.C. 20549 Alma M. Angotti, Esq. Division of Enforcement Securities and Exchange Commission 450 Fifth Street, N.W., Stop 4-8 Washington, D.C. 20549 Henry Klehm III Senior Associate Regional Director Securities and Exchange Commission Northeast Regional Office 7 World Trade Center New York, New York 10048 Mr. Jeffrey F. Green Kelton Road Extension East Montpelier, Vt. 05651 Martin Auerbach, Esq. 747 Third Ave. New York, NY 10017 Counsel for Respondent Jeffrey F. Green