UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION Securities Exchange Act of 1934 Release No. 40501 / September 30, 1998 Administrative Proceeding File No. 3-9745 ______________________________ : In The Matter Of : ORDER INSTITUTING PUBLIC : ADMINISTRATIVE PROCEEDINGS Allen Weinstein, : PURSUANT TO SECTIONS 15(b)(6) : AND 19(h) OF THE SECURITIES Respondent. : EXCHANGE ACT OF 1934, : MAKING FINDINGS, AND IMPOSING : REMEDIAL SANCTIONS ______________________________: I. The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that a public administrative proceeding pursuant to Sections 15(b)(6) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act") be, and hereby is, instituted against respondent Allen Weinstein ("Weinstein"). II. In anticipation of the institution of this proceeding, Weinstein has submitted an Offer of Settlement ("Offer"), which the Commission has determined is in the public interest 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, and without admitting or denying the findings set forth herein, except as to the fact of his criminal conviction set forth in paragraph III.C. below, which he admits, Weinstein consents to the entry of the findings and the imposition of the sanctions set forth in this Order Instituting Public Administrative Proceedings Pursuant To Sections 15(b)(6) And 19(h) Of The Securities Exchange Act Of 1934, Making Findings, And Imposing Remedial Sanctions ("Order"). III. On the basis of this Order and Offer, the Commission finds that: A. Weinstein was born on April 16, 1937 and is a resident of Hollywood, Florida. B. Weinstein was associated with Sheffield Securities, a registered broker-dealer, which is now defunct, from approximately April 1985 to March 1989. C. On April 20, 1990, in the United States District Court for the District of New Jersey, Weinstein plead guilty to one felony count under 18 U.S.C. 371 for conspiracy to commit securities fraud. The Court entered the judgment of conviction on December 19, 1996. United States of America v. Allen Weinstein, Cr. 90-178 (D.N.J.) (JWB). D. The Information underlying the criminal conviction charged, among other things, that in 1988 and 1989, while he was a principal and one-third owner of Sheffield Securities, Weinstein and his co-conspirators concealed the true ownership of Sheffield Securities by falsely representing to regulatory authorities that Weinstein owned one-third of Sheffield Securities and that one of his co-conspirators owned two-thirds of Sheffield Securities. E. On December 20, 1996, the Court sentenced Weinstein to three years probation and 150 hours of community service, and ordered him to pay a $2,000 fine and a $50 special assessment. IV. In view of the foregoing, the Commission deems it appropriate and in the public interest to accept Weinstein's Offer and to impose the sanctions which are set forth in the Offer. Accordingly, IT IS HEREBY ORDERED that, pursuant to Sections 15(b)(6) and 19(h) of the Exchange Act, effective immediately, Weinstein be, and hereby is, barred from association with any broker, dealer, investment adviser, investment company or municipal securities dealer. By the Commission. Jonathan G. Katz Secretary Service List Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another duly authorized officer of the Commission, shall serve a copy of all written orders or decisions issued by the Commission or by a hearing officer. The attached Order Instituting Public Administrative Proceedings Pursuant To Sections 15(b)(6) And 19(h) Of The Securities Exchange Act Of 1934, Making Findings, And Imposing Sanctions has been sent to the following parties and other persons entitled to notice: Honorable Brenda P. Murray Chief Administrative Law Judge Securities and Exchange Commission 450 5th Street, N.W., Mail Stop 11-6 Washington, D.C. 20549 Securities and Exchange Commission Northeast Regional Office Seven World Trade Center New York, New York 10048 Attn.: Lamond William Kearse, Esq. Allen Weinstein 3241 North 36th Street Hollywood, Florida 33021 Jill Peterson Senior Counsel Branch of Regional Office Assistance Securities and Exchange Commission 450 5th Street, N.W., Mail Stop 8-9 Washington, D.C. 20549 Administrative Proceeding File No. 3 - UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION ______________________________ : In The Matter Of : : OFFER OF SETTLEMENT OF Allen Weinstein, : ALLEN WEINSTEIN : Respondent. : : : ______________________________: I. Allen Weinstein ("Weinstein"), pursuant to Rule 240(a) of the Rules of Practice of the Securities and Exchange Commission ("Commission"), 17 C.F.R.  201.240(a), submits this Offer of Settlement of Allen Weinstein ("Offer") in anticipation of the institution of a public administrative proceeding against him pursuant to Sections 15(b)(6) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act"). II. This Offer is submitted solely for the purpose of settling this proceeding and with the express understanding that it will not be used in any way in this or any other proceeding unless the Offer is accepted by the Commission. If the Offer is not accepted by the Commission, the Offer is withdrawn without prejudice to Weinstein and shall not become a part of the record in this or any other proceeding, except for the waiver expressed in Section IV with respect to Rule 240.(c)(5) of the Commission's Rules of Practice, 17 C.F.R. 201.240(c)(5). III. On the basis of the foregoing, Weinstein hereby: A. Admits the jurisdiction of the Commission over him and over the matters set forth in the Order Instituting Public Administrative Proceedings Pursuant To Sections 15(b)(6) And 19(h) Of The Securities Exchange Act Of 1934, Making Findings, And Imposing Remedial Sanctions ("Order"); and B. 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, and without admitting or denying the findings set forth in paragraph III.B.1. below, except as to the fact of his criminal conviction set forth in paragraph III.B.1.c. below, which he admits, Weinstein consents to the entry of an Order by the Commission: 1. Making findings that: a. Weinstein was born on April 16, 1937 and is a resident of Hollywood, Florida. b. Weinstein was associated with Sheffield Securities, a registered broker-dealer, which is now defunct, from approximately April 1985 to March 1989. c. On April 20, 1990, in the United States District Court for the District of New Jersey, Weinstein plead guilty to one felony count under 18 U.S.C. 371 for conspiracy to commit securities fraud. The Court entered the judgment of conviction on December 19, 1996. United States of America v. Allen Weinstein, Cr. 90-178 (D.N.J.) (JWB). d. The Information underlying the criminal conviction charged, among other things, that in 1988 and 1989, while he was a principal and one-third owner of Sheffield Securities, Weinstein and his co- conspirators concealed the true ownership of Sheffield Securities by falsely representing to regulatory authorities that Weinstein owned one-third of Sheffield Securities and that one of his co-conspirators owned two-thirds of Sheffield Securities. e. On December 20, 1996, the Court sentenced Weinstein to three years probation and 150 hours of community service, and ordered him to pay a $2,000 fine and a $50 special assessment. 2. Ordering that, pursuant to Sections 15(b)(6) and 19(h) of the Exchange Act, Weinstein be barred from association with any broker, dealer, investment adviser, investment company or municipal securities dealer. IV. By submitting this Offer, Weinstein hereby acknowledges his waiver of those rights specified in Rules 240(c)(4) and 240(c)(5) of the Commission's Rules of Practice, 17 C.F.R. 201.240(c)(4) and 201.240(c)(5). V. Weinstein states that he has read and understands the foregoing Offer; he understands that final acceptance by the Commission of this Offer will only be by means of the issuance of its findings and order and opinion, if any, issued in this proceeding; and he recognizes and avers that this Offer is made voluntarily, and that no promises, offers, threats or inducements of any kind or nature whatsoever has been made by the Commission or any member, officer, employee, agent or representative of the Commission in consideration of this Offer or otherwise, to induce him to submit this Offer. VI. Weinstein acknowledges that he has been informed that the Commission, in its sole and exclusive discretion, may refer or grant access to this matter, or any information or evidence gathered in connection therewith, or derived therefrom, to any person or entity having appropriate civil, administrative or criminal jurisdiction. VII. Weinstein understands that it is the Commission's policy set forth in 17 C.F.R. 202.5(e) not to permit a respondent to consent to an order that imposes a sanction while denying the allegations and findings contained in that order. In compliance with the Commission's policy, Weinstein neither admits nor denies the findings contained in paragraph III.B.1. above, except as to the fact of his criminal conviction set forth in paragraph III.B.1.c. above, which he admits. Weinstein further agrees: (i) not to take any action or to make or permit to be made any public statement denying, directly or indirectly, any allegation in the Order or creating the impression that the Order is without factual basis; and (ii) that upon the filing of this Offer, Weinstein hereby withdraws any papers filed in this proceeding to the extent that they deny any allegation in the Order. If Weinstein breaches this agreement, the Division of Enforcement may petition the Commission to vacate the Order and restore this proceeding to its active docket. Nothing in this paragraph affects Weinstein's testimonial obligations or right to take legal positions in other non-Commission litigation or proceedings. Dated: May , 1997 ___________________________ Allen Weinstein STATE OF FLORIDA ) ) ss.: COUNTY OF ) On this day of May 1997, before me personally appeared Allen Weinstein, to me known to be the person who executed the foregoing Offer of Settlement, and he acknowledged to me that he executed the same. _______________________________ Notary Public