UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 40895 / January 7, 1999 ADMINISTRATIVE PROCEEDING File No. 3-9801 ______________________________ ) ORDER INSTITUTING PUBLIC In the Matter of ) ADMINISTRATIVE AND CEASE-AND- Corporate Planners, Inc., ) DESIST PROCEEDINGS PURSUANT TO CSJ Limited Liability Company,) SECTIONS 17A(c)(3) AND 21C OF Davidson Trust Co., ) THE SECURITIES EXCHANGE ACT OF 1934, Ivy Mackenzie Services Corp., ) MAKING FINDINGS AND IMPOSING and National Stock Transfer ) SANCTIONS AND ORDERING and Accounting, Inc, ) RESPONDENTS TO CEASE AND DESIST ) Respondents. ) ) ) ______________________________) I. The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest to institute public administrative and cease-and-desist proceedings against Corporate Planners, Inc. (File No. 84-5739) ("Corporate"), CSJ Limited Liability Company (File No. 84-5720) ("CSJ"), Davidson Trust Co. (File No. 84-1455) ("Davidson"), Ivy Mackenzie Services Corp. (File No. 84-5468) ("Ivy"), and National Stock Transfer and Accounting, Inc. (File No. 84-5729) ("National") (collectively, "Respondents") pursuant to Sections 17A(c)(3) and 21C of the Securities Exchange Act of 1934 ("Exchange Act"). II. In anticipation of the institution of these administrative proceedings, Respondents have submitted Offers of Settlement which 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 in which the Commission is a party, and without admitting or denying the findings herein, except as to jurisdiction and those facts set forth in paragraph III.A. below, which are admitted by Respondents, Respondents consent to the entry of this Order Instituting Public Administrative and Cease-And-Desist Proceedings Pursuant to Sections 17A(c)(3) and 21C of the Securities Exchange Act of 1934, Making Findings and Imposing Sanctions and Ordering Respondents To Cease And Desist ("Order"). Accordingly, IT IS ORDERED that administrative and cease- and-desist proceedings pursuant to Sections 17A(c)(3) and 21C of the Exchange Act be, and hereby are, instituted. III. On the basis of this Order and the Offers of Settlement submitted by Respondents, the Commission makes the following findings: A. Respondents are all transfer agents registered with the Commission pursuant to Section 17A(c)(2) of the Exchange Act. B. Respondents are transfer agents that, pursuant to Rule 17Ad- 18(b) under the Exchange Act, were required to file both Parts I and II of Form TA-Y2K by August 31, 1998. C. On August 4, 1998, the staff of the Commission sent a letter to Respondents stating that the Commission had issued Rule 17Ad-18 and enclosing a copy of Form TA-Y2K. This letter directed Respondents to file Form TA-Y2K by August 31, 1998, to reflect their efforts to address potential Year 2000 problems as of July 15, 1998. D. As of September 17, 1998, Respondents Corporate, CSJ, and National had not filed Parts I or II of Form TA-Y2K. E. As of September 23, 1998, Respondents Davidson and Ivy had filed Part I but had not filed Part II of Form TA-Y2K with the Commission. F. On September 18, 1998, the Commission staff sent Respondents Corporate, CSJ and National a letter warning that transfer agents who failed to file Form TA-Y2K might be subject to the institution of an administrative proceeding by the Commission for violations of Sections 17(a) of the Exchange Act, Rule 17Ad-18 thereunder, or other provisions of the securities laws, rules, or regulations. The letter gave Respondents Corporate, CSJ, and National a grace period of until September 30, 1998, within which they could file Form TA-Y2K without any enforcement action being taken against them. G. On September 25, 1998, the Commission staff sent Respondents Davidson and Ivy a letter warning that transfer agents who failed to file Part II of Form TA-Y2K might be subject to the institution of an administrative proceeding by the Commission for violations of Sections 17(a) of the Exchange Act, Rule 17Ad-18 thereunder, or other provisions of the securities laws, rules or regulations. The letter gave Respondents Davidson and Ivy a grace period of until October 7, 1998, within which they could file both Parts I and II of Form TA- Y2K without any enforcement action being taken against them. H. As of December 8, 1998, Respondents still had not filed Part II of Form TA-Y2K with the Commission. I. By virtue of the conduct discussed above, Respondents willfully violated Sections 17(a)(3) and 17A(d)(1) of the Exchange Act and Rule 17Ad-18 promulgated thereunder, which requires certain registered transfer agents to file with the Commission Form TA-Y2K regarding their Year 2000 compliance efforts. These transfer agents must file Part I and, if not exempt under Rule 17Ad-13(d) of the Exchange Act, Part II of Form TA-Y2K, no later than August 31, 1998. Both Parts I and II should reflect the transfer agent’s preparation for the Year 2000 as of July 15, 1998. I. Respondents Corporate and National have submitted sworn financial statements and other evidence and have asserted their financial inability to pay a civil penalty. The Commission has reviewed the sworn financial statements and other evidence provided by Respondents Corporate and National and has determined that neither Corporate nor National have the financial ability to pay a civil penalty. IV. In view of the foregoing, it is in the public interest to impose the sanction and cease-and-desist order specified in the Offers of Settlement. Accordingly, IT IS ORDERED that: A. Pursuant to Section 17A(c)(3) of the Exchange Act, Respondents be, and hereby are, censured; B. Pursuant to Section 21C of the Exchange Act, Respondents shall cease and desist from committing or causing any violations or any future violations of Sections 17(a)(3) and 17A(d)(1) of the Exchange Act and Rule 17Ad-18 thereunder; C. Pursuant to Section 21B of the Exchange Act, each of Respondents CSJ, Davidson and Ivy shall, prior to the close of business within ten business days after the date of the entry of the Order instituting proceedings against them, pay a civil penalty in the amount of $7,500 to the United States Treasury. The payment shall be: (1) made by United States postal money order, certified check, bank cashier’s check, or bank money order; (2) made payable to the "Securities and Exchange Commission"; (3) hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Stop 0-3, Alexandria, VA 22312; and (4) submitted with a cover letter that identifies by firm name each Respondent as a Respondent in this proceeding and the file number of this proceeding. Copies of the cover letter and money order or check shall be sent to Donald M. Hoerl, Associate Regional Director, Central Regional Office, Securities and Exchange Commission, 1801 California St., Suite 4800, Denver, CO 80202; and D. That the Division of Enforcement may, at any time following the entry of this Order, petition the Commission to: (1) reopen this matter to consider whether Respondents Corporate and/or National provided accurate and complete financial information at the time such representations were made; (2) determine the amount of the civil penalty to be imposed; and (3) seek any additional remedies that the Commission would be authorized to impose in this proceeding if Respondents Corporate and/or National’s Offer had not been accepted. No other issues shall be considered in connection with this petition other than whether the financial information provided by Respondents Corporate and/or National was fraudulent, misleading, inaccurate or incomplete in any material respect, the amount of civil penalty to be imposed and whether any additional remedies should be imposed. Respondents Corporate and/or National may not, by way of defense to any such petition, contest the findings in this Order or the Commission’s authority to impose any additional remedies that were available in the original proceeding. By the Commission. Jonathan G. Katz Secretary