UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION Securities Exchange Act of 1934 Release No. 38475 / April 3, 1997 Administrative Proceedings File No. 3-9285 ------------------------------- : : ORDER INSTITUTING PUBLIC In the Matter of : ADMINISTRATIVE PROCEEDINGS : PURSUANT TO SECTION 15(b) Jaron Equities Corp., : OF THE SECURITIES Sheridan Manhattan Group, Inc.: EXCHANGE ACT OF 1934, MAKING and Dermot Sheridan, : FINDINGS AND IMPOSING : REMEDIAL SANCTIONS : Respondents. : : ------------------------------- I. The Securities and Exchange Commission ("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 Jaron Equities Corp. ("Jaron"), a broker-dealer registered with the Commission, Sheridan Manhattan Group, Inc. ("SMG") and Dermot Sheridan ("Sheridan"). II. In anticipation of the institution of this administrative proceeding, Jaron, SMG and Sheridan have submitted Offers of Settlement ("Offers"), which the Commission has determined to accept. Solely for the purpose of this proceeding, and any other proceeding brought by or on behalf of the Commission, or in which the Commission is a party, Jaron, SMG and Sheridan, without admitting or denying the allegations contained in this Order Instituting Public Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions ("Order"), each consent to the issuance of this Order and to the entry of the findings and the imposition of the remedial sanctions set forth below. ==========================================START OF PAGE 2====== III. Accordingly, IT IS ORDERED that a public administrative proceeding pursuant to Section 15(b) of the Exchange Act be, and hereby is, instituted. IV. On the basis of this Order and the Offers, the Commission finds-[1]- that: A. Since in or about July 1979, Jaron has been a broker- dealer registered with the Commission. B. SMG is a Florida corporation, with offices at 2332 NE 30th Court, Lighthouse Point, Florida 33064. Sheridan is the sole shareholder of SMG. C. In or about mid-September 1996, Sheridan executed a Purchase and Sale Agreement whereby SMG purported to purchase Jaron. D. From in or about mid-September 1996, Jaron, SMG and Sheridan were aware that the funds used to purchase Jaron and funds used to finance Jaron's business were provided by an undisclosed person. This person had been barred by the National Association of Securities Dealers. E. Following SMG's mid-September 1996 purchase of Jaron, successor Jaron failed to file with the Commission an application on Form BD, and predecessor Jaron failed to file with the Commission a Form BDW. F. From September 1996 through January 1997, Jaron, SMG and Sheridan filed, or caused to be filed, two amendments to Jaron's Form BD. Each amendment falsely reported that Jaron was owned by SMG, that SMG was owned by Sheridan, that there were no undisclosed management or control agreements and that there were no undisclosed sources of finance for Jaron's business. Jaron, SMG and Sheridan failed to disclose that, in fact, SMG and Sheridan were nominees, enabling an unidentified person to purchase and control Jaron on an undisclosed basis. G. From approximately September 1996 to date, Jaron, SMG and Sheridan willfully violated Section 15(b) of the ---------FOOTNOTES---------- -[1]- The findings herein are made pursuant to Jaron's, SMG's and Sheridan's Offers of Settlement and are not binding on any other person or entity named as a respondent in this or any other proceeding. ==========================================START OF PAGE 3====== Exchange Act and Rules 15b1-3(a) and 15b3-1(a) thereunder, by failing to file an application for registration with the Commission on Form BD on behalf of successor Jaron, failing to file with the Commission a Form BDW on behalf of predecessor Jaron, and by making untrue statements of, and omitting to state, material facts required to be stated in amendments to a broker-dealer registration. V. In view of the foregoing, the Commission finds it is in the public interest to accept Jaron's, SMG's and Sheridan's Offers and impose the remedial sanctions set forth below. Accordingly, IT IS HEREBY ORDERED that, effective immediately, Jaron's registration with the Commission as a broker-dealer be, and hereby is, revoked; It is further ORDERED that, effective immediately, SMG is barred from association with any broker, dealer, investment adviser, investment company or municipal securities dealer; and It is further ORDERED that, effective immediately, Sheridan is barred from association with any broker, dealer, investment adviser, investment company or municipal securities dealer. By the Commission. Jonathan G. Katz Secretary