UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION Securities Exchange Act of 1934 Release No. 38684 / May 28, 1997 Administrative Proceedings File No. 3-9318 : ORDER INSTITUTING PROCEEDINGS, In the Matter of : MAKING FINDINGS AND IMPOSING : REMEDIAL SANCTIONS AGAINST JOSEPH LATONA : JOSEPH LATONA PURSUANT TO : SECTION 15(b) OF THE : SECURITIES EXCHANGE ACT OF 1934 : I. The Securities and Exchange Commission (the "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 Respondent Joseph Latona ("Latona" or "Respondent"). II. In anticipation of the institution of these proceedings, Latona has submitted an Offer of Settlement ("Offer") for the purpose of resolving these proceedings, which Offer the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or to which the Commission is a party, Respondent, by his Offer, consents to the entry of this Order Instituting Proceedings Pursuant To Section 15(b) of the Securities Exchange Act of 1934, Making Findings And Imposing Remedial Sanctions ("Order"), admits the jurisdiction of the Commission and, without admitting or denying the findings set forth herein, except with respect to paragraphs III.C. and H. below, which are admitted, consents to the entry of the findings and remedial sanctions set forth below. Accordingly, it is ordered that proceedings pursuant to Section 15(b) of the Exchange Act be, and hereby are, instituted. III. On the basis of this Order and Respondent's Offer, the Commission finds<(1)> that: A. Respondent was born on October 26, 1963 and resides in New York City, New York. B. At all relevant times during 1990, Respondent was employed as a stock trader at Frost & Sullivan Holding Corp., a broker-dealer registered with the Commission, with offices in New York. Between April 1992 and December 1994, Respondent was a registered representative at RAS Securities Corp.,a broker-dealer registered with the Commission, with offices in New York. C. On December 13, 1994, Respondent pleaded guilty in the United States District Court for the Southern District of New York to violating 18 U.S.C.  371, 1505 by conspiring to violate the securities laws and by obstructing the Commission's investigation of insider trading in the securities of Motel 6, L.P. ("Motel 6"), and Norton Co., Inc. ("Norton"). United States v. Latona, 94 Cr. 843 (RPP). D. On September 20, 1995, Respondent was sentenced to probation for four years, including one year of house confinement, and 200 hours of community service, and was ordered to pay a fine of $3,000 and to make restitution of $457,000 to the Commission by no later than the end of 5 years. E. Respondent's conviction was an offense specified in Section 15(b)(4)(B)(i) of the Exchange Act, 15 U.S.C.  78o(b)(4)(B)(i). F. On March 6, 1995, the Commission commenced an action, Securities and Exchange Commission v. Borlinghaus, et al., 95 Civ. 1520 (S.D.N.Y.) (JFK), in the United States District Court for the Southern District of New York (the "Federal Court Action"), charging, inter alia, Respondent with violating Sections 10(b) and 14(e) of the Exchange Act, 15 U.S.C.  78j(b), 78n(e), and Rules 10b-5 and 14e-3 thereunder, 17 C.F.R.  240.10b-5, 240.14e-3. G. The complaint in SEC v. Borlinghaus alleges, inter alia, that Respondent, directly or indirectly, singly or in concert, traded in the securities of (1) Norton in March 1990 while in possession of material, nonpublic, confidential information about negotiations leading to a tender offer for Norton securities by BTR, PLC ("BTR"), a British concern; and (2) Motel 6 in June and July 1990 while in possession of material, nonpublic, confidential information about negotiations leading to a tender offer for Motel 6 securities by Accor, S.A., a French concern. <(1)> The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any other person or entity in this or any other proceeding. ======END OF PAGE 2====== H. On March 3, 1997, a Final Judgment Of Permanent Injunction And Other Relief As To Joseph Latona (the "Final Judgment") was entered by consent in SEC v. Borlinghaus, pursuant to which, inter alia, the court ordered that Respondent be permanently enjoined and restrained from, directly or indirectly, singly or in concert, violating Sections 10(b) and 14(e) of the Exchange Act and Rules 10b-5 and 14e-3 thereunder. I. The Final Judgment is an "order, judgment or decree" specified in Section 15(b)(4)(C) of the Exchange Act, 15 U.S.C.  78o(b)(4)(C). IV. In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions set forth below. Accordingly, IT IS HEREBY ORDERED that, effective immediately, Latona is barred from association with any broker, dealer, investment company, investment adviser or municipal securities dealer. By the Commission. Jonathan G. Katz Secretary ======END OF PAGE 3====== Service List Rule 141 of the Commission's Rules of Practice provides that all orders instituting proceedings shall be served upon the person named in the order as a party to the proceeding and the interested division of the Commission. The attached Order has been sent to the following party and other persons entitled to notice: Honorable Brenda P. Murray Chief Administrative Law Judge Securities and Exchange Commission 450 Fifth Street, N.W., Stop 11-6 Washington, D.C. 20549 Alma M. Angotti, Esq. Division of Enforcement Securities and Exchange Commission 450 Fifth Street, N.W., Stop 4-8 Washington, D.C. 20549 Henry Klehm III Senior Associate Regional Director Securities and Exchange Commission Northeast Regional Office 7 World Trade Center New York, New York 10048 Mr. Joseph Latona 595 Johnston Terrace Staten Island, NY 10301 Robert Horn, Esq. Goldberger & Dubin 401 Broadway New York, NY 10013 Counsel for Respondent Joseph Latona