UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 34-40904 / January 11, 1999 ADMINISTRATIVE PROCEEDING File No. 3-9803 __________________________________ : In the Matter of : ORDER MAKING FINDINGS : AND IMPOSING CERTAIN MARKET MAKING : SANCTIONS AS TO ACTIVITIES ON NASDAQ : CREDIT SUISSE FIRST : BOSTON CORPORATION : ___________________________________: I. In the accompanying Order Instituting Proceedings Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 and Findings of the Commission ("Order Instituting Proceedings"), the Securities and Exchange Commission ("Commission") instituted these public administrative proceedings against Credit Suisse First Boston Corporation ("CS First Boston" or "Respondent") and other firms and individuals. Contemporaneously, CS First Boston has submitted an Offer of Settlement ("Offer") in anticipation of the institution of these proceedings, which the Commission has determined to accept. In its Offer, Respondent, solely for the purposes of these proceedings and any other proceedings brought by or on behalf of the Commission or to which the Commission is a party, prior to a hearing pursuant to the Commission’s Rules of Practice, and without admitting or denying the findings herein, except for the findings of Section II.A., which are admitted, has consented to the entry of the Order Instituting Proceedings and this Order Making Findings and Imposing Sanctions as to Credit Suisse First Boston Corporation (which are hereinafter referred to as the "Orders"). The Commission has determined that it is appropriate and in the public interest to accept the Respondent’s Offer and accordingly is issuing this Order. II. On the basis of the Orders and Respondent’s Offer, the Commission finds[1] the following: A. Respondent CS First Boston, a Massachusetts corporation, is registered with the Commission as a broker-dealer pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act"). At all relevant times, CS First Boston made markets in a number of securities traded in the Nasdaq market. CS First Boston's principal place of business during the relevant time period was New York, New York. CS First Boston traded Nasdaq stocks for its own accounts and for the accounts of institutional and retail investors. At all times relevant herein, CS First Boston was a member of the National Association of Securities Dealers, Inc. ("NASD"), a national securities association registered with the Commission under Section 15A of the Exchange Act. B. Factual Summary In connection with its activities as a Nasdaq market maker, CS First Boston engaged in the following activities, as more fully described in the applicable sections of the accompanying Order Instituting Proceedings, in the following securities and on the following dates. 1. The Fraudulent Coordination of Quote Movements CS First Boston engaged in, or caused, the coordinated entry of quotations on Nasdaq in violation of Sections 15(c)(1) and (2) of the Exchange Act and Rules 15c1-2 and 15c2-7 thereunder, in one or more of the respects described in Section II.C.1. of the Order Instituting Proceedings in a market making transaction or a related series of market making transactions in: a. the stock of Tellabs, Inc. ("TLAB") in two violations on September 21, 1994; and b. the stock of Meridian Sports, Inc. ("MSPO") on October 24, 1994. 2. Undisclosed Arrangements to Coordinate Quotations CS First Boston entered, or caused to be entered, in the Nasdaq market fictitious quotations in one or more respects described in Section II.C.2. of the Order Instituting Proceedings in violation of Section 15(c)(2) of the Exchange Act and Rule 15c2-7 thereunder, in a market making transaction or related series of market making transactions in: a. the stock of Worthington Industries, Inc. ("WTHG") on June 17, 1994. 3. Failure to Keep Accurate Books and Records CS First Boston failed to keep and maintain accurate books and records in one or more of the respects described in Section II.C.7. of the Order Instituting Proceedings in violation of Section 17(a) of the Exchange Act and Rule 17a-3 thereunder, in a market making transaction or related series of market making transactions in: a. the stock of First Security Corp. ("FSCO") on April 7, 1994. 4. Unlawful Profits and Other Gains While engaged in certain of the improper activities described above, CS First Boston obtained unlawful profits and gains, which, together with interest, total $6,913.00. III. By reason of the foregoing, CS First Boston willfully violated Sections 15(c)(1) and (2), and 17(a) of the Exchange Act, and Rules 15c1-2, 15c2-7, and 17a-3 thereunder. IV. In view of the foregoing and Respondent’s Offer, IT IS HEREBY ORDERED, pursuant to Sections 15(b) and 21C of the Exchange Act, that: 1. CS First Boston shall cease and desist from committing or causing any violation of, and committing or causing any future violation of, Sections 15(c)(1) and (2), and 17(a) of the Exchange Act, and Rules 15c1-2, 15c2-7, and 17a-3 thereunder; 2. CS First Boston shall, within 10 business days of the entry of this Order, pay a civil penalty in the amount of $122,500.00 by wire transfer in accordance with instructions furnished by the Commission staff, or by U.S. Postal money order, certified check, bank cashier’s check, or bank money order, made payable to the Securities and Exchange Commission, which shall be hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Mail Stop O-3, Alexandria, VA 22312, under cover of a letter that identifies CS First Boston as a Respondent in these proceedings and provides the caption and file number for these proceedings; with (a) written confirmation of payment by such wire transfer, or (b) a copy of such cover letter and money order or check, to be sent to Leonard W. Wang, Division of Enforcement, Securities and Exchange Commission, 450 5th Street, N.W., Mail Stop 7-1, Washington, D.C. 20549; and 3. CS First Boston shall, within 10 business days of written notice from the Commission staff or the Independent Consultant appointed by the Commission in this matter, pay disgorgement of illicit profits in the amount of $6,913.00 pursuant to Section 21C(e) of the Exchange Act. By the Commission. Jonathan G. Katz Secretary **FOOTNOTES** [1]: The findings herein are solely for the purpose of these proceedings, and are not binding on any person not a respondent in these proceedings. 1