UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 34-40929 / 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 : WARBURG DILLON : READ LLC, : MICHAEL R. ANTOLINI, : STEPHEN D. MURPHY, : DAVID S. ROTHMAN : AND JOEL I. ZWEIG ___________________________________: 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 Warburg Dillon Read LLC, Michael R. Antolini, Stephen D. Murphy, David S. Rothman, Joel I. Zweig, and other firms and individuals. Contemporaneously, Warburg Dillon Read LLC, Michael R. Antolini, Stephen D. Murphy, David S. Rothman and Joel I. Zweig ("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 Warburg Dillon Read LLC, Michael R. Antolini, Stephen D. Murphy, David S. Rothman and Joel I. Zweig (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 Warburg Dillon Read LLC, a Delaware company, is registered with the Commission as a broker-dealer pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act"). On June 29, 1998, SBC Warburg Dillon Read, Inc. merged with UBS Securities LLC to create Warburg Dillon Read LLC. UBS Securities LLC engaged in the conduct and activities described herein, and this proceeding is brought against Warburg Dillon Read LLC as successor to UBS Securities LLC. For purposes of historical accuracy, this Order will refer to UBS Securities LLC. At all relevant times, UBS Securities LLC made markets in a number of securities traded in the Nasdaq market. UBS Securities LLC's principal place of business during the relevant time period was New York, New York. UBS Securities LLC traded Nasdaq stocks for its own accounts and for the accounts of institutional investors. At all times relevant herein, UBS Securities LLC 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. Michael R. Antolini, age 36, resides in Babylon, New York and, at all relevant times, was a Nasdaq trader at UBS Securities LLC. As a Nasdaq trader, Michael R. Antolini was responsible for making markets in certain securities traded on the Nasdaq Stock Market. Stephen D. Murphy, age 34, resides in Needham, Massachusetts and, at all relevant times, was a Nasdaq trader at UBS Securities LLC. As a Nasdaq trader, Stephen D. Murphy was responsible for making markets in securities traded on the Nasdaq Stock Market. David S. Rothman, age 39, resides in East Hills, New York and, at all relevant times, was a Nasdaq trader at UBS Securities LLC. As a Nasdaq trader, David S. Rothman was responsible for making markets in securities traded on the Nasdaq Stock Market. Joel I. Zweig, age 35, resides in New Canaan, Connecticut and, at all relevant times, was a Nasdaq trader at UBS Securities LLC. As a Nasdaq trader, Joel I. Zweig was responsible for making markets in securities traded on the Nasdaq Stock Market. B. Factual Summary In connection with its activities as a Nasdaq market maker, UBS Securities LLC, Michael R. Antolini, Stephen D. Murphy, David S. Rothman and Joel I. Zweig 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 UBS Securities LLC 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 Infinity Broadcasting Corp.- Class A ("INFTA") on April 12, 1994, aided and abetted by its trader Michael R. Antolini; b. the stock of Infinity Broadcasting Corp.- Class A ("INFTA") on May 26, 1994, aided and abetted by its trader Michael R. Antolini; c. the stock of Microage, Inc. ("MICA") on May 18, 1994, aided and abetted by its trader Michael R. Antolini; d. the stock of KLA Instruments ("KLAC") on May 26, 1994, aided and abetted by its trader Stephen D. Murphy; e. the stock of Chiron Corp. ("CHIR") on May 17, 1994, aided and abetted by its trader Stephen D. Murphy; f. the stock of Wellfleet Communications, Inc. ("WFLT") on April 15, 1994, aided and abetted by its trader David S. Rothman; g. the stock of Legent Corp. ("LGNT") on April 19, 1994, aided and abetted by its trader David S. Rothman; h. the stock of Legent Corp. ("LGNT") on May 25, 1994, aided and abetted by its trader David S. Rothman; i. the stock of Legent Corp. ("LGNT") on May 31, 1994, aided and abetted by its trader David S. Rothman; j. the stock of Legent Corp. ("LGNT") on June 9, 1994, aided and abetted by its trader David S. Rothman; k. the stock of Legent Corp. ("LGNT") in three violations on June 15, 1994, aided and abetted by its trader David S. Rothman; l. the stock of Legent Corp. ("LGNT") on June 20, 1994, aided and abetted by its trader David S. Rothman; m. the stock of Geotek Industries, Inc. ("GOTK") on April 20, 1994, aided and abetted by its trader David S. Rothman; n. the stock of Digital Microwave Corp. ("DMIC") on May 20, 1994, aided and abetted by its trader David S. Rothman; o. the stock of ADC Telecommunications, Inc. ("ADCT") on June 2, 1994, aided and abetted by its trader David S. Rothman; p. the stock of Adobe Systems, Inc. ("ADBE") on June 16, 1994, aided and abetted by its trader David S. Rothman; q. the stock of Aldus Corp. ("ALDC") on May 20, 1994, aided and abetted by its trader David S. Rothman; r. the stock of Aldus Corp. ("ALDC") on May 24, 1994, aided and abetted by its trader David S. Rothman; s. the stock of Aldus Corp. ("ALDC") in four violations on June 6, 1994, aided and abetted by its trader David S. Rothman; t. the stock of Aldus Corp. ("ALDC") on June 9, 1994, aided and abetted by its trader David S. Rothman; u. the stock of Quantum Corp. ("QNTM") on April 7, 1994, aided and abetted by its trader Joel I. Zweig; v. the stock of Auspex Systems, Inc. ("ASPX") on April 7, 1994, aided and abetted by its trader Joel I. Zweig; w. the stock of Cobra Golf, Inc. ("CBRA") on April 8, 1994, aided and abetted by its trader Joel I. Zweig; x. the stock of Pyxis Corp. ("PYXS") on April 7, 1994, aided and abetted by its trader Joel I. Zweig; y. the stock of Snapple Beverage Corp. ("SNPL") on June 9, 1994, aided and abetted by its trader Joel I. Zweig; and z. the stock of Snapple Beverage Corp. ("SNPL") on June 10, 1994, aided and abetted by its trader Joel I. Zweig. 2. Undisclosed Arrangements to Coordinate Quotations UBS Securities LLC 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 Silver King Communications, Inc. ("SKTV") on May 24, 1994, aided and abetted by its trader Michael R. Antolini; b. the stock of Infinity Broadcasting Corp.- Class A ("INFTA") in two violations on April 11, 1994, aided and abetted by its trader Michael R. Antolini; c. the stock of Infinity Broadcasting Corp.- Class A ("INFTA") on April 12, 1994, aided and abetted by its trader Michael R. Antolini; d. the stock of Infinity Broadcasting Corp.- Class A ("INFTA") on May 24, 1994, aided and abetted by its trader Michael R. Antolini; e. the stock of Infinity Broadcasting Corp.- Class A ("INFTA") on June 6, 1994, aided and abetted by its trader Michael R. Antolini; f. the stock of Compuware Corp. ("CPWR") on June 10, 1994, aided and abetted by its trader Michael R. Antolini; g. the stock of MFS Communication Co., Inc.("MFST") on May 31, 1994, aided and abetted by its trader Michael R. Antolini; h. the stock of Intermedia Communications of Florida, Inc. ("ICIX") on April 28, 1994, aided and abetted by its trader Michael R. Antolini; i. the stock of Microsoft Corp. ("MSFT") on June 2, 1994, aided and abetted by its trader Michael R. Antolini; j. the stock of McCaw Cellular Communications, Inc.-Class A ("MCAWA") on April 8, 1994, aided and abetted by its trader Michael R. Antolini; k. the stock of Biogen, Inc. ("BGEN") on May 25, 1994, aided and abetted by its trader Stephen D. Murphy; l. the stock of Liberty Media Corp.-Class A ("LBTYA") on June 2, 1994, aided and abetted by its trader David S. Rothman; m. the stock of Legent Corp. ("LGNT") on May 31, 1994, aided and abetted by its trader David S. Rothman; n. the stock of Comcast Corp.-Class A ("CMCSK") on August 26, 1994, aided and abetted by its trader David S. Rothman; o. the stock of Banyan Systems, Inc. ("BNYN") on May 20, 1994, aided and abetted by its trader David S. Rothman; p. the stock of Aldus Corp. ("ALDC") in two violations on May 20, 1994, aided and abetted by its trader David S. Rothman; q. the stock of Aldus Corp. ("ALDC") on June 13, 1994, aided and abetted by its trader David S. Rothman; r. the stock of Adobe Systems, Inc. ("ADBE") on June 9, 1994, aided and abetted by its trader David S. Rothman; s. the stock of Adobe Systems, Inc. ("ADBE") on June 13, 1994, aided and abetted by its trader David S. Rothman; t. the stock of Adobe Systems, Inc. ("ADBE") on August 10, 1994, aided and abetted by its trader David S. Rothman; u. the stock of Novell Inc. ("NOVL") on June 17, 1994, aided and abetted by its trader David S. Rothman; v. the stock of Informix Corp. ("IFMX") on April 18, 1994, aided and abetted by its trader David S. Rothman; w. the stock of Informix Corp. ("IFMX") on May 9, 1994, aided and abetted by its trader David S. Rothman; x. the stock of Sequent Computer Systems ("SQNT") on May 20, 1994, aided and abetted by its trader Joel I. Zweig; y. the stock of Sequent Computer Systems ("SQNT") on June 13, 1994, aided and abetted by its trader Joel I. Zweig; z. the stock of Auspex Systems, Inc. ("ASPX") on May 23, 1994, aided and abetted by its trader Joel I. Zweig; aa. the stock of Snapple Beverage Corp. ("SNPL") on June 10, 1994, aided and abetted by its trader Joel I. Zweig; and bb. the stock of Snapple Beverage Corp. ("SNPL") on June 13, 1994, aided and abetted by its trader Joel I. Zweig. 3. Intentional Delaying of Trade Reports UBS Securities LLC engaged in, or caused, a manipulation by delaying trade reporting in one or more of the respects described in Section II.C.3. 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 Medstat Group Inc. ("MDST") on May 26, 1994, aided and abetted by its trader Michael R. Antolini. 4. Best Execution Violations UBS Securities LLC 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 KLA Instruments ("KLAC") on May 25, 1994, aided and abetted by its trader Stephen D. Murphy; and b. the stock of KLA Instruments ("KLAC") on May 27, 1994, aided and abetted by its trader Stephen D. Murphy. 5. Failure to Honor Quotations UBS Securities LLC failed to honor its quotations in one or more of the respects described in Section II.C.6. of the Order Instituting Proceedings in violation of Section 11A(c) of the Exchange Act and Rule 11Ac1-1 thereunder, in a market making transaction or related series of market making transactions in: a. the stock of Auspex Systems, Inc. ("ASPX") on May 4, 1994, aided and abetted by its trader Joel I. Zweig; and b. the stock of Cobra Golf, Inc. ("CBRA") on June 17, 1994, aided and abetted by its trader Joel I. Zweig. 6. Failure to Keep Accurate Books and Records UBS Securities LLC failed to keep and maintain accurate books and records in one or more of the respects described in Section II.C.7. of the Order Instituting Proceedings in violation of Section 17(a) of the Exchange Act and Rule 17a- 3 thereunder, in a market making transaction or related series of market making transactions in: a. the stock of Auspex Systems, Inc. ("ASPX") on May 23, 1994; b. the stock of Aldus Corp. ("ALDC") on June 6, 1994; c. the stock of Comcast Corp.-Class A ("CMCSK") on August 25, 1994; d. the stock of Comcast Corp.-Class A ("CMCSK") in three violations on August 26, 1994; e. the stock of Infinity Broadcasting Corp.- Class A ("INFTA") on April 11, 1994; f. the stock of Informix Corp. ("IFMX") on April 18, 1994; g. the stock of KLA Instruments ("KLAC") in four violations on May 24, 1994; h. the stock of KLA Instruments ("KLAC") on May 25, 1994; i. the stock of Legent Corp. ("LGNT") on June 9, 1994; j. the stock of Medstat Group, Inc. ("MDST") on May 26, 1994; k. the stock of Pyxis Corp. ("PYXS") on April 7, 1994; l. the stock of Snapple Beverage Corp. ("SNPL") on June 9, 1994; and m. the stock of Snapple Beverage Corp. ("SNPL") in three violations on June 10, 1994. 7. Failure to Reasonably Supervise Nasdaq Trading UBS Securities LLC 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, and in the other following respects: a. In 1994, Respondent UBS Securities LLC failed to adequately enforce its policies regarding potential violations of the Commission’s firm quote rule, 17 C.F.R. § 240.11Ac1-1. The compliance procedures of UBS Securities LLC were deficient in that its reviews of potential violations were conducted by the head trader, with little or no additional review by the Compliance Department or others at the firm. The failure to adequately oversee the decisions made by the head trader regarding potential firm quote rule violations permitted errors made by the head trader to remain uncorrected. b. In 1994, Respondent UBS Securities LLC failed to adequately enforce its policies regarding the rules and regulations governing the accurate and timely reporting of transactions. Specifically, UBS Securities LLC’s supervisory systems and procedures were not reasonably designed to detect all violations of trade reporting and recordkeeping rules. 8. Unlawful Profits and Other Gains While engaged in certain of the improper activities described above, UBS Securities LLC obtained unlawful profits and gains, which, together with interest, total $64,416. III. By reason of the foregoing, UBS Securities LLC willfully violated Sections 11A(c), 15(c)(1) and (2), and 17(a) of the Exchange Act, and Rules 11Ac1-1, 15c1-2, 15c2- 7, and 17a-3 thereunder, and failed reasonably to supervise its Nasdaq trading personnel within the meaning of Section 15(b)(4)(E) of the Exchange Act. Michael R. Antolini, Stephen D. Murphy, and David S. Rothman 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. Joel Zweig willfully aided and abetted and caused violations of Sections 11A(c), 15(c)(1) and (2) of the Exchange Act and Rules 11Ac1-1, 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. Warburg Dillon Read LLC shall cease and desist from committing or causing any violation of, and committing or causing any future violation of Sections 11A(c), 15(c)(1) and (2), and 17(a) of the Exchange Act, and Rules 11Ac1-1, 15c1-2, 15c2- 7, and 17a-3 thereunder; 2. Warburg Dillon Read LLC shall, within 10 business days of the entry of this Order, pay a civil penalty in the amount of $3,500,000 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 Warburg Dillon Read LLC 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. Warburg Dillon Read LLC 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 $64,416 pursuant to Section 21C(e) of the Exchange Act; 4. Warburg Dillon Read LLC 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 UBS Securities LLC 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 UBS Securities LLC described in Section II of this Order. Warburg Dillon Read LLC shall cooperate with the Independent Consultant’s review of Warburg Dillon Read LLC’s policies, procedures and practices, and shall, among other things, provide such further information as the Independent Consultant reasonably requests or that Warburg Dillon Read LLC deems relevant to the Independent Consultant’s review, provided, however, that Warburg Dillon Read LLC 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 Warburg Dillon Read LLC 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 Warburg Dillon Read LLC’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 UBS Securities LLC described in Section II of this Order, the Independent Consultant shall inform Warburg Dillon Read LLC of this conclusion in writing, and his or her responsibilities with respect to Warburg Dillon Read LLC shall conclude. If the Independent Consultant cannot conclude that Warburg Dillon Read LLC’s policies, procedures and practices meet the aforesaid standard, he or she may recommend changes in or additions to Warburg Dillon Read LLC’s policies, procedures or practices for the purpose of improving their ability to meet the aforesaid standard. Warburg Dillon Read LLC 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 Warburg Dillon Read LLC 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, Warburg Dillon Read LLC 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 Warburg Dillon Read LLC’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 Warburg Dillon Read LLC shall conclude. If Warburg Dillon Read LLC’s report on implementation is qualified, or in any respect indicates that implementation is not full and effective, Warburg Dillon Read LLC 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 Warburg Dillon Read LLC has fully and effectively implemented said recommendations and/or alternatives, he or she shall inform Warburg Dillon Read LLC in writing of this conclusion and his or her responsibilities with respect to Warburg Dillon Read LLC shall conclude. The fees and expenses of the Independent Consultant arising from his or her review of the policies, procedures and practices of Warburg Dillon Read LLC and the other respondent firms subject to the Independent Consultant’s review shall be prorated 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 Warburg Dillon Read LLC’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 Warburg Dillon Read LLC; 5. Michael R. Antolini 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. Michael R. Antolini shall, within 10 business days of the entry of this Order, pay a civil penalty in the amount of $85,000 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 Michael R. Antolini 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. Michael R. Antolini be, and hereby is, suspended from association with any broker, dealer, municipal securities dealer, investment adviser or investment company, for a period of five months and three weeks, effective one day after the date of this Order. Michael R. Antolini shall provide to the Commission, within 10 days after the end of the five month and three week suspension described above, an affidavit that he has complied fully with the sanctions described in this Section; 8. Stephen D. Murphy 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. Stephen D. Murphy shall, within 10 business days of the entry of this Order, pay a civil penalty in the amount of $40,000 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 Stephen D. Murphy 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. Stephen D. Murphy be, and hereby is, suspended from association with any broker, dealer, municipal securities dealer, investment adviser or investment company, for a period of ten weeks, effective one day after the date of this Order. Stephen D. Murphy shall provide to the Commission, within 10 days after the end of the ten week suspension described above, an affidavit that he has complied fully with the sanctions described in this Section; 11. David S. Rothman 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. David S. Rothman shall, within 10 business days of the entry of this Order, pay a civil penalty in the amount of $275,000 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 David S. Rothman 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; 13. David S. Rothman be, and hereby is, barred from association with any broker, dealer, municipal securities dealer, investment adviser or investment company, with the right to reapply for association after two years to the appropriate self-regulatory organization, or if there is none, to the Commission; 14. Joel I. Zweig shall cease and desist from committing or causing any violation of, and committing or causing any future violation of Sections 11A(c) and 15(c)(1) and (2) of the Exchange Act, and Rules 11Ac1-1, 15c1-2 and 15c2-7 thereunder; 15. Joel I. Zweig shall, within 10 business days of the entry of this Order, pay a civil penalty in the amount of $95,000 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 Joel I. Zweig 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; and 16. Joel I. Zweig be, and hereby is, suspended from association with any broker, dealer, municipal securities dealer, investment adviser or investment company, for a period of five months, effective one day after the date of this Order. Joel I. Zweig shall provide to the Commission, within 10 days after the end of the five month suspension described above, an affidavit that he has complied fully with the sanctions described in this Section. By the Commission. Jonathan G. Katz Secretary **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