SEC Open Meeting Agenda
Wednesday, April 23, 2003, 10:00 a.m.

Agenda as of the afternoon of April 21, 2003. Note that Open Meeting agendas are subject to last-minute changes.

Item 1:	WHX Corporation Office:  Office of the General Counsel Staff:  Anne E. Chafer, Joan McCarthy, David J. Tess
Item 2:	Wheat First Securities, Inc. fka First Union Capital Markets Corp. and Teressa L. Cawley Office:  Office of the General Counsel Staff:  Anne Chafer, Joan Loizeaux, Bari Podell

Item 1: WHX Corporation

The Commission will hear oral argument on an appeal by the Division of Enforcement from an initial decision of an administrative law judge. The law judge found that a tender offer conducted by WHX Corporation, a Delaware corporation with its principal place of business in New York City, did not violate Rule 14d-10(a)(1) of the Securities Exchange Act of 1934. Rule 14d-10(a)(1) requires that tender offers be open to all security holders of the class of securities subject to the offer.

The Division contends that WHX Corporation violated Rule 14d-10(a)(1) when it offered to purchase shares of a target company from only shareholders of record with respect to an upcoming shareholders' meeting of the target company or shareholders who had obtained a proxy to vote the shares from a shareholder of record. The Division seeks an order that WHX Corporation cease and desist from committing or causing any violations or future violations of Rule 14d-10(a)(1).

Among the issues likely to be considered are:

1. whether respondents committed the alleged violations; and
    
2. if so, whether sanctions should be imposed in the public interest.

For further information, contact David J. Tess at (202) 942-0950.

Item 2: Wheat First Securities, Inc. fka First Union Capital Markets Corp. and Teressa L. Cawley

The Commission will also hear oral argument on an appeal by Wheat First Securities, Inc. f/k/a First Union Capital Markets Corporation ("First Union"), a registered broker-dealer that conducted a municipal securities business, and its former assistant vice-president, Teressa L. Cawley, a registered municipal securities principal.

The law judge found that First Union through Cawley entered into a financial advisory agreement with Broward County, Florida, to assist the County in refunding certain municipal bond issues. As part of the agreement, First Union warranted that it had not retained any person not regularly employed by it to secure the agreement or paid compensation to any person based on the award of the agreement. The law judge found that this warranty was false, and that First Union and Cawley had paid a South Florida lobbyist to obtain the agreement. Nevertheless, the law judge concluded that the five-year statute of limitations in 28 U.S.C. § 2462 barred the Division of Enforcement's action for sanctions based on the false warranty. The law judge found further that First Union and Cawley dealt unfairly and deceptively with the County in connection with two of three refundings by purposely failing to disclose payments made to the lobbyist in closing documents filed with the State.

The law judge suspended Cawley from association with any broker, dealer, or municipal securities dealer for three months; ordered First Union and Cawley to cease and desist for a three-year period from committing or causing violations or future violations of MSRB Rule G-17 and Section 15B(c)(1) of the Securities Exchange Act of 1934; assessed civil penalties of $20,000 against First Union and $15,000 against Cawley; and ordered First Union to disgorge $114,493.31.

Among the issues likely to be argued are:

1. whether MSRB Rule G-17 applies to a municipal securities dealer acting as financial advisor to an issuer;
    
2. whether scienter is required to establish an MSRB Rule G-17 violation;
    
3. whether cease-and-desist and disgorgement orders are "penalties" within the meaning of 28 U.S.C. § 2462, and thus barred by the statute of limitations;
    
4. whether the Commission should impose time-limited cease-and-desist orders; and
    
5. whether and to what extent the Commission should order First Union to disgorge its revenues from the refundings

For further information, contact Bari Podell at (202) 942-0950.