UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 34-40917 / January 11, 1999 ADMINISTRATIVE PROCEEDING File No. 3-9803 ___________________________________ : In the Matter of : ORDER MAKING FINDINGS : AND IMPOSING CERTAIN MARKET MAKING : SANCTIONS AS TO ACTIVITIES ON NASDAQ : OLDE DISCOUNT CORP., : JACK G. MONOPOLI, : FRANK W. SCHWARZ, : III, AND JOHN F. ___________________________________: WATSON, JR. I. In the accompanying Order Instituting Proceedings Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 and Findings of the Commission ("Order Instituting Proceedings"), the Securities and Exchange Commission ("Commission") instituted these public administrative proceedings against Olde Discount Corp., Jack G. Monopoli, Frank W. Schwarz, III, and John F. Watson, Jr. and other firms and individuals. Contemporaneously, Olde Discount Corp., Jack G. Monopoli, Frank W. Schwarz, III, and John F. Watson, Jr. ("Respondents") have submitted Offers of Settlement ("Offers") in anticipation of the institution of these proceedings, which the Commission has determined to accept. In their Offers, Respondents, solely for the purposes of these proceedings and any other proceedings brought by or on behalf of the Commission or to which the Commission is a party, prior to a hearing pursuant to the Commission’s Rules of Practice, and without admitting or denying the findings herein, except for the findings of Section II.A., which are admitted, have consented to the entry of the Order Instituting Proceedings and this Order Making Findings and Imposing Sanctions as to Olde Discount Corp., Jack G. Monopoli, Frank W. Schwarz, III, and John F. Watson, Jr. (which are hereinafter referred to as the "Orders"). The Commission has determined that it is appropriate and in the public interest to accept the Respondents’ Offers and accordingly is issuing this Order. II. On the basis of the Orders and Respondents’ Offers, the Commission finds[1] the following: A. Respondents Olde Discount Corp., a Michigan corporation, is registered with the Commission as a broker-dealer pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act"). At all relevant times, Olde Discount Corp. made markets in a number of securities traded in the Nasdaq market. Olde Discount Corp.'s principal place of business during the relevant time period was Detroit, Michigan. Olde Discount Corp. traded Nasdaq stocks for its own accounts and for the accounts of institutional and retail investors. At all times relevant herein, Olde Discount Corp. was a member of the National Association of Securities Dealers, Inc. ("NASD"), a national securities association registered with the Commission under Section 15A of the Exchange Act. Jack G. Monopoli, age 33, resides in Walnut Creek, California and, at all relevant times, was a Nasdaq trader at Olde Discount Corp. As a Nasdaq trader, Jack G. Monopoli was responsible for making markets in certain securities traded on the Nasdaq Stock Market. Frank W. Schwarz, III, age 30, resides in Royal Oak, Michigan and, at all relevant times, was a Nasdaq trader at Olde Discount Corp. As a Nasdaq trader, Frank W. Schwarz, III was responsible for making markets in certain securities traded on the Nasdaq Stock Market. John F. Watson, Jr., age 28, resides in Norwalk, Connecticut and, at all relevant times, was a Nasdaq trader at Olde Discount Corp. As a Nasdaq trader, John F. Watson, Jr. was responsible for making markets in certain securities traded on the Nasdaq Stock Market. B. Factual Summary In connection with its activities as a Nasdaq market maker, Olde Discount Corp., Jack G. Monopoli, Frank W. Schwarz, III, and John F. Watson, Jr. engaged in the following activities, as more fully described in the applicable sections of the accompanying Order Instituting Proceedings, in the following securities and on the following dates. 1. The Fraudulent Coordination of Quote Movements Olde Discount Corp. engaged in, or caused, the coordinated entry of quotations on Nasdaq in violation of Sections 15(c)(1) and (2) of the Exchange Act and Rules 15c1-2 and 15c2-7 thereunder, in one or more of the respects described in Section II.C.1. of the Order Instituting Proceedings in a market making transaction or a related series of market making transactions in: a. the stock of 3 Com Corp. ("COMS") on October 24, 1994, aided and abetted by its trader Jack G. Monopoli; b. the stock of ECI Telecom Ltd. ("ECILF") on October 24, 1994, aided and abetted by its trader Jack G. Monopoli; c. the stock of ECI Telecom, Ltd. ("ECILF") in two violations on October 27, 1994, aided and abetted by its trader Jack G. Monopoli; d. the stock of LSI Industries, Inc. ("LYTS") on October 19, 1994, aided and abetted by its trader Jack G. Monopoli; e. the stock of Sierra Semiconductor Corp. ("SERA") on October 31, 1994, aided and abetted by its trader Jack G. Monopoli; f. the stock of Spiegel Inc. - Class A ("SPGLA") on October 31, 1994, aided and abetted by its trader Jack G. Monopoli; g. the stock of Tellabs, Inc. ("TLAB") in two violations on September 21, 1994, aided and abetted by its trader Jack G. Monopoli; h. the stock of Aspect Telecommunication Corp. ("ASPT") on October 19, 1994, aided and abetted by its trader Frank W. Schwarz, III; i. the stock of Physician Corp. of America ("PCAM") on September 26, 1994, aided and abetted by its trader Frank W. Schwarz, III; j. the stock of Verifone, Inc. ("VFIC") on October 24, 1994, aided and abetted by its trader Frank W. Schwarz, III; k. the stock of Digital Microwave Corp. ("DMIC") on May 20, 1994; and l. the stock of Pinnacle Micro, Inc. ("PNCL") on October 24, 1994. 2. Undisclosed Arrangements to Coordinate Quotations Olde Discount Corp. entered, or caused to be entered, in the Nasdaq market fictitious quotations in one or more respects described in Section II.C.2. of the Order Instituting Proceedings in violation of Section 15(c)(2) of the Exchange Act and Rule 15c2-7 thereunder, in a market making transaction or related series of market making transactions in: a. the stock of ECI Telecom, Ltd. ("ECILF") on October 26, 1994, aided and abetted by its trader Jack G. Monopoli; b. the stock of ECI Telecom, Ltd. ("ECILF") on October 27, 1994, aided and abetted by its trader Jack G. Monopoli; c. the stock of Mitek Surgical Products, Inc. ("MYTK") on September 21, 1994, aided and abetted by its trader Jack G. Monopoli; d. the stock of Mitek Surgical Products, Inc. ("MYTK") on October 25, 1994, aided and abetted by its trader Jack G. Monopoli; e. the stock of 3 Com Corp. ("COMS") on October 26, 1994, aided and abetted by its trader Jack G. Monopoli; f. the stock of Tellabs, Inc. ("TLAB") in two violations on October 26, 1994, aided and abetted by its trader Jack G. Monopoli; g. the stock of Vicor Corp. ("VICR") on September 21, 1994, aided and abetted by its trader Jack G. Monopoli; h. the stock of Amtech Corp. ("AMTC") on November 9, 1994, aided and abetted by its trader Frank W. Schwarz, III; i. the stock of Aspect Telecommunication Corp. ("ASPT") on October 19, 1994, aided and abetted by its trader Frank W. Schwarz, III; j. the stock of Nordstrom, Inc. ("NOBE") on September 27, 1994, aided and abetted by its trader Frank W. Schwarz, III; k. the stock of Tech Data Corp. ("TECD") on October 28, 1994, aided and abetted by its trader Frank W. Schwarz, III; l. the stock of Tech Data Corp. ("TECD") on November 7, 1994, aided and abetted by its trader Frank W. Schwarz, III; m. the stock of Integrated Devices Technology, Inc. ("IDTI") on October 5, 1994, aided and abetted by its trader Frank W. Schwarz, III; n. the stock of Proteon, Inc. ("PTON") in two violations on September 27, 1994, aided and abetted by its trader John F. Watson, Jr.; o. the stock of Brooktrout Technologies, Inc. ("BRKT") on September 23, 1994; p. the stock of EA Engineering Science Technology, Inc. ("EACO") on September 21, 1994; q. the stock of The Learning Co. ("LRNG") on September 30, 1994; and r. the stock of Sigma Designs, Inc. ("SIGM") on September 30, 1994. 3. Other Market Maker Misconduct Olde Discount Corp. engaged in, or caused, other manipulative conduct in one or more of the respects described in Section II.C.4. of the Order Instituting Proceedings in violation of Section 15(c)(1) of the Exchange Act and Rule 15c1-2 thereunder, in a market making transaction or related series of market making transactions in: a. the stock of Vicor Corp. ("VICR") on September 21, 1994, aided and abetted by its trader Jack G. Monopoli. 4. Best Execution Violations Olde Discount Corp. failed, or caused the failure, to provide best execution in the handling of customer orders in one or more of the respects described in Section II.C.5. of the Order Instituting Proceedings in violation of Section 15(c)(1) of the Exchange Act and Rule 15c1-2 thereunder, in a market making transaction or related series of market making transactions in: a. the stock of Proteon, Inc. ("PTON") on September 26, 1994, aided and abetted by its trader John F. Watson, Jr. 5. Failure to Reasonably Supervise Nasdaq Trading Olde Discount Corp. failed reasonably to supervise its Nasdaq market making activities with a view to preventing future violations within the meaning of Section 15(b)(4)(E) of the Exchange Act, in one or more of the respects described in Section II.C.8.a. and b. of the Order Instituting Proceedings. 6. Unlawful Profits and Other Gains While engaged in certain of the improper activities described above, Olde Discount Corp. obtained unlawful profits and gains, which, together with interest, total $22,299.00. III. By reason of the foregoing, Olde Discount Corp. willfully violated Sections 15(c)(1) and (2) of the Exchange Act, and Rules 15c1-2 and 15c2-7 thereunder and failed reasonably to supervise its Nasdaq trading personnel within the meaning of Section 15(b)(4)(E) of the Exchange Act. Jack G. Monopoli, Frank W. Schwarz, III, and John F. Watson, Jr. willfully aided and abetted and caused violations of Sections 15(c)(1) and (2) of the Exchange Act and Rules 15c1-2 and 15c2-7 thereunder. IV. In view of the foregoing and Respondents’ Offers, IT IS HEREBY ORDERED, pursuant to Sections 15(b) and 21C of the Exchange Act, that: 1. Olde Discount Corp. shall cease and desist from committing or causing any violation of, and committing or causing any future violation of Sections 15(c)(1) and (2) of the Exchange Act, and Rules 15c1-2 and 15c2-7 thereunder; 2. Olde Discount Corp. shall, within 10 business days of the entry of this Order, pay a civil penalty in the amount of $1,300,000.00 by wire transfer in accordance with instructions furnished by the Commission staff, or by U.S. Postal money order, certified check, bank cashier’s check, or bank money order, made payable to the Securities and Exchange Commission, which shall be hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Mail Stop O-3, Alexandria, VA 22312, under cover of a letter that identifies Olde Discount Corp. as a Respondent in these proceedings and provides the caption and file number for these proceedings; with (a) written confirmation of payment by such wire transfer, or (b) a copy of such cover letter and money order or check, to be sent to Leonard W. Wang, Division of Enforcement, Securities and Exchange Commission, 450 5th Street, N.W., Mail Stop 7-1, Washington, D.C. 20549; 3. Olde Discount Corp. shall, within 10 business days of written notice from the Commission staff or the Independent Consultant (as defined below), pay disgorgement in the amount of $22,299.00 pursuant to Section 21C(e) of the Exchange Act; 4. Olde Discount Corp. shall, within 90 days of the date of the entry of this Order, provide to the independent consultant appointed by the Commission in connection with these proceedings (the "Independent Consultant") a description of its policies, procedures and practices relating to prevention or detection of the types of improper conduct involving Olde Discount Corp. described in Section II of this Order. Within such time as the Commission directs, the Independent Consultant shall review such policies, procedures and practices with a view to determining if they would reasonably be expected to prevent and detect, insofar as practicable, any of the types of improper conduct involving Olde Discount Corp. described in Section II of this Order. Olde Discount Corp. shall cooperate with the Independent Consultant’s review of Olde Discount Corp.’s policies, procedures and practices, and shall, among other things, provide such further information as the Independent Consultant reasonably requests or that Olde Discount Corp. deems relevant to the Independent Consultant’s review, provided, however, that Olde Discount Corp. need not provide any information to which it asserts a valid claim of the attorney-client privilege. The Independent Consultant shall maintain the confidentiality of all materials provided by Olde Discount Corp. and shall not provide the materials to any person, provided, however, that such materials may be provided to the Commission or its staff. If the Independent Consultant concludes that Olde Discount Corp.’s policies, procedures and practices, as presented, would reasonably be expected to prevent and detect, insofar as practicable, any of the types of improper conduct involving Olde Discount Corp. described in Section II of this Order, the Independent Consultant shall inform Olde Discount Corp. of this conclusion in writing, and his or her responsibilities with respect to Olde Discount Corp. shall conclude. If the Independent Consultant **FOOTNOTES** [1]: The findings herein are solely for the purpose of these proceedings, and are not binding on any person not a respondent in these proceedings. 1 cannot conclude that Olde Discount Corp.’s policies, procedures and practices meet the aforesaid standard, he or she may recommend changes in or additions to Olde Discount Corp.’s policies, procedures or practices for the purpose of improving their ability to meet the aforesaid standard. Olde Discount Corp. shall implement all such recommended changes or additions in a timely manner, but in any event no later than three months after receiving the recommendations of the Independent Consultant or such other reasonable time as determined by the Independent Consultant; provided, however, if Olde Discount Corp. believes that a change or addition to its policies, procedures and practices recommended by the Independent Consultant is unduly burdensome or unreasonable, it may: (a) propose an equally effective alternative to the Independent Consultant, and, with the Independent Consultant’s approval, implement that alternative in lieu of the Independent Consultant’s recommended change or addition; or (b) petition the Commission, with notice to the Independent Consultant and the Division of Enforcement, for relief from the recommendation of the Independent Consultant. Within three months of receiving recommendations of the Independent Consultant for changes in or additions to its policies, procedures and practices, Olde Discount Corp. shall report in writing to the Independent Consultant with respect to the implementation of the recommendations and/or any equally effective alternatives approved by the Independent Consultant. If Olde Discount Corp.’s report on implementation is without qualification and states that said recommendations and/or alternatives have been fully and effectively implemented, the Independent Consultant’s responsibilities with respect to Olde Discount Corp. shall conclude. If Olde Discount Corp.’s report on implementation is qualified, or in any respect indicates that implementation is not full and effective, Olde Discount Corp. shall cooperate with all further efforts of the Independent Consultant to ensure that said recommendations and/or alternatives are fully and effectively implemented. When the Independent Consultant concludes that Olde Discount Corp. has fully and effectively implemented said recommendations and/or alternatives, he or she shall inform Olde Discount Corp. in writing of this conclusion and his or her responsibilities with respect to Olde Discount Corp. shall conclude. The fees and expenses of the Independent Consultant arising from his or her review of the policies, procedures and practices of Olde Discount Corp. and the other respondent firms subject to the Independent Consultant’s review shall be prorated 2 evenly among such firms, and in such prorated amounts, be paid by each such firm, provided however, that if the Independent Consultant recommends changes or additions to Olde Discount Corp.’s policies, procedures or practices, the fees and expenses of the Independent Consultant relating to the making and implementation of those recommendations and/or any alternatives approved by the Independent Consultant, and any disagreements relating thereto, shall be paid by Olde Discount Corp.; 5. Jack G. Monopoli shall cease and desist from committing or causing any violation of, and committing or causing any future violation of Sections 15(c)(1) and (2) of the Exchange Act, and Rules 15c1-2 and 15c2-7 thereunder; 6. Jack G. Monopoli shall, within 10 business days of the entry of this Order, pay a civil penalty in the amount of $140,000.00 by wire transfer in accordance with instructions furnished by the Commission staff, or by U.S. Postal money order, certified check, bank cashier’s check, or bank money order, made payable to the Securities and Exchange Commission, which shall be hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Mail Stop O-3, Alexandria, VA 22312, under cover of a letter that identifies Jack G. Monopoli as a Respondent in these proceedings and provides the caption and file number for these proceedings, with (a) written confirmation of payment by such wire transfer, or (b) a copy of such cover letter and money order or check to be sent to Leonard W. Wang, Division of Enforcement, Securities and Exchange Commission, 450 5th Street, N.W., Mail Stop 7-1, Washington, D.C. 20549; 7. Jack G. Monopoli be, and hereby is, suspended from association with any broker, dealer, municipal securities dealer, investment adviser or investment company, for a period of nine and one- half months effective one day after the date of this Order; and Jack G. Monopoli shall provide to the Commission, within 10 days after the end of the nine and one- half month suspension described above, an affidavit that he has complied fully with the sanctions described in this Section; 8. Frank W. Schwarz, III shall cease and desist from committing or causing any violation of, and committing or causing any future violation of Sections 15(c)(1) and (2) of the Exchange Act, and Rules 15c1-2 and 15c2-7 thereunder; 9. Frank W. Schwarz, III shall, within 10 business days of the entry of this Order, pay a civil penalty in the amount of $70,000.00 by wire transfer in accordance with instructions furnished by Commission staff, or by U.S. Postal money order, certified check, bank cashier’s check, or bank money order, made payable to the Securities and Exchange Commission, which shall be hand- delivered or mailed to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Mail Stop O-3, Alexandria, VA 22312, under cover of a letter that identifies Frank W. Schwarz, III as a Respondent in these proceedings and provides the caption and file number for these proceedings, with (a) written confirmation of payment by such wire transfer, or (b) a copy of such cover letter and money order or check to be sent to Leonard W. Wang, Division of Enforcement, Securities and Exchange Commission, 450 5th Street, N.W., Mail Stop 7-1, Washington, D.C. 20549; 10. Frank W. Schwarz, III be, and hereby is, suspended from association with any broker, dealer, municipal securities dealer, investment adviser or investment company, for a period of sixteen weeks effective one day after the date of this Order; and Frank W. Schwarz, III shall provide to the Commission, within 10 days after the end of the sixteen week suspension described above, an affidavit that he has complied fully with the sanctions described in this Section; 11. John F. Watson, Jr. shall cease and desist from committing or causing any violation of, and committing or causing any future violation of Sections 15(c)(1) and (2) of the Exchange Act, and Rules 15c1-2 and 15c2-7 thereunder; 12. John F. Watson, Jr. shall, within 10 business days of the entry of this Order, pay a civil penalty in the amount of $20,000.00 by wire transfer in accordance with instructions furnished by the Commission staff, or by U.S. Postal money order, certified check, bank cashier’s check, or bank money order, made payable to the Securities and Exchange Commission, which shall be hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Mail Stop O-3, Alexandria, VA 22312, under cover of a letter that identifies John F. Watson, Jr. as a Respondent in these proceedings and provides the caption and file number for these proceedings, with (a) written confirmation of payment by such wire transfer, or 3 (b) a copy of such cover letter and money order or check to be sent to Leonard W. Wang, Division of Enforcement, Securities and Exchange Commission, 450 5th Street, N.W., Mail Stop 7-1, Washington, D.C. 20549; and 13. John F. Watson, Jr. be, and hereby is, suspended from association with any broker, dealer, municipal securities dealer, investment adviser or investment company, for a period of six weeks effective one day after the date of this Order; and John F. Watson, Jr. shall provide to the Commission, within 10 days after the end of the six week suspension described above, an affidavit that he has complied fully with the sanctions described in this Section. By the Commission. Jonathan G. Katz Secretary 4