UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
Securities Exchange Act of 1934
Release No. 44283 / May 9, 2001
Investment Advisers Act of 1940
Release No. 1943 / May 9, 2001
Administrative Proceeding
File No. 3-10479
In the Matter of
GUY P. WYSER-PRATTE,
WYSER-PRATTE MANAGEMENT CO., INC.
and WYSER-PRATTE AND CO., INC.
Respondents.
ORDER INSTITUTING PROCEEDINGS PURSUANT TO SECTIONS 15(b) AND 21C OF
THE SECURITIES EXCHANGE ACT OF 1934 AND SECTIONS 203(e), 203(f) AND
203(k) OF THE INVESTMENT ADVISERS ACT OF 1940, MAKING FINDINGS,
IMPOSING REMEDIAL SANCTIONS, AND A CEASE-AND-DESIST ORDER
I.
The Securities and Exchange Commission ("Commission") deems it
appropriate and in the public interest that administrative proceedings
be, and hereby are, instituted (i) pursuant to Sections 15(b)(6) and
21C of the Securities Exchange Act of 1934 ("Exchange Act") and
Sections 203(f) and 203(k) of the Investment Advisers Act of 1940
("Advisers Act") against Guy P. Wyser-Pratte ("Wyser-Pratte"), (ii)
pursuant to Sections 15(b)(4) and 21C of the Exchange Act against
Wyser-Pratte and Co., Inc., and (iii)pursuant to Sections 203(e) and
203(k) of the Advisers Act against Wyser-Pratte Management Co., Inc.,
to determine whether Wyser-Pratte and Wyser-Pratte and Co., Inc.
violated, caused or aided and abetted violations of Section 15(f) of
the Exchange Act, and to determine whether Wyser-Pratte and
Wyser-Pratte Management Co., Inc. violated, caused or aided and
abetted violations of Section 204A of the Advisers Act. (Wyser-Pratte,
Wyser-Pratte and Co., Inc. and Wyser-Pratte Management Co., Inc.
hereinafter are referred to collectively as "Respondents.")
II.
In anticipation of the institution of these administrative
SNIPPETS:
UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
GUY P. WYSER-PRATTE, WYSER-PRATTE MANAGEMENT CO., INC. and WYSER-PRATTE AND CO., INC.
ORDER INSTITUTING PROCEEDINGS PURSUANT TO SECTIONS 15AND 21C OF THE SECURITIES EXCHANGE ACT
IMPOSING REMEDIAL SANCTIONS, AND A CEASE-AND-DESIST ORDER
The Securities and Exchange Commission deems it appropriate and in the public interest that
., to determine whether Wyser-Pratte and Wyser-Pratte and Co., Inc. violated, caused or aided and
In anticipation of the institution of these administrative proceedings, Respondents have each
Solely for the purposes of these proceedings, and any other proceedings brought by or on
Sections 203, 203and 203of the Investment Advisers Act of 1940, Making Findings, Imposing Remedial
The firms are under the common ownership and control of Wyser-Pratte.
Wyser-Pratte and the firms are engaged in merger arbitrage and in investment initiatives
The initiatives have often involved contacts between Wyser-Pratte and various market
Wyser-Pratte's contacts with such market participants, and his control over all trading
The firms have generally followed this strategy in their merger arbitrage investments, and
Wyser-Pratte and the firms have undertaken investment initiatives in companies where they
IT IS HEREBY ORDERED that
Pay a civil money penalty of $200,000 within ten days of the entry of this Order;
The Independent Consultant may rely on the work of additional consultants or experts as it
For the period of engagement, and for a period of two years from completion of the
TheIndependent Consultant shall evaluate any alternative procedure proposed by the firms and
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