UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 43106 \ August 2, 2000

Administrative Proceeding
File No. 3-10260

In the Matter of Samuel G. Lederman, Respondent.

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ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS, MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS PURSUANT TO SECTIONS 15(b) AND 19(h) OF THE SECURITIES EXCHANGE ACT OF 1934

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that administrative proceedings be instituted pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act") against Samuel G. Lederman ("Lederman").

In anticipation of the institution of these administrative proceedings, Lederman has submitted an Offer of Settlement, which the Commission has determined to accept. Solely for purposes of these proceedings and any other proceedings brought by, or on behalf of, the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the jurisdiction of the Commission over him and the subject matter of these proceedings and the entry of the permanent injunction as described in paragraph II.D. below, which he admits, Lederman consents to the entry of this Order Instituting Administrative Proceedings, Making Findings and Imposing Remedial Sanctions Pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Order").

Accordingly, IT IS HEREBY ORDERED that public administrative proceedings be, and hereby are, instituted against Lederman pursuant to Sections 15(b) and 19(h) of the Exchange Act.

II.

On the basis of this Order and Lederman's Offer of Settlement, the Commission finds that:

A. Lederman, age 53 and a resident of Upper Saddle River, New Jersey, was, at all relevant times, an associated person of a broker-dealer registered with the Commission pursuant to Section 15(b) of the Exchange Act.

B. On May 26, 1999, the Commission filed a complaint in the United States District Court for the Southern District of New York captioned S.E.C. v. Cassano, et al, Civil Action No. 99-CV-3822 (LAK)(S.D.N.Y.) alleging, among other things, that, on June 2, 1995, Lederman engaged in insider trading in violation of Section 14(e) of the Exchange Act and Rule 14e-3 thereunder in connection with transactions in the securities of Lotus Development Corporation ("Lotus").

C. Specifically, the Commission alleged that: (i) Lederman purchased 40 June $35 Lotus call options on June 2, 1995 (20 June $35 Lotus call options for himself and 20 June $35 Lotus call options for another individual), while possessing material nonpublic information relating to a plan by International Business Machines Corporation ("IBM") to commence a tender offer for Lotus, which he knew, or had reason to know, was non-public and came directly or indirectly from IBM or Lotus; and (ii) on June 5, 1995, when IBM publicly announced its intention to commence a tender offer for all of Lotus' outstanding common stock, Lederman and the other individual realized an aggregate profit of $95,250, half of which Lederman kept for himself.

D. June 12, 2000, a final judgment was entered against Lederman by consent which: (i) permanently enjoined Lederman from violating Section 14(e) of the Exchange Act and Rule 14e-3 thereunder; (ii) held Lederman liable for disgorgement and pre-judgment interest in the amount of $70,223; and (iii) imposed against Lederman, a civil penalty in the amount of $47,463.

III.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in Lederman's Offer of Settlement.

Accordingly, IT IS HEREBY ORDERED that Lederman be, and hereby is, barred from association with any broker or dealer, with the right to reapply for association after five years to the appropriate self-regulatory organization, or if there is none, to the Commission.

By the Commission.

Jonathan G. Katz
Secretary http://www.sec.gov/litigation/admin/34-43106.htm