UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 40127 / June 25, 1998 ADMINISTRATIVE PROCEEDING File No. 3-9632 : : ORDER INSTITUTING CEASE- In the Matter of : AND-DESIST PROCEEDINGS : PURSUANT TO SECTION 21C OF Jayne Kathryn Rand, : THE SECURITIES EXCHANGE ACT : OF 1934 AND FINDINGS AND Respondent. : ORDER OF THE COMMISSION : I. The Commission deems it appropriate and in the public interest that public administrative proceedings be, and they hereby are, instituted pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") to determine whether Jayne Kathryn Rand ( Rand") violated (or caused violations of) Sections 13(g) and 16(a) of the Exchange Act and Rules 13d- 1, 13d-2, 16a-2, 16a-3 and former Rule 16a-1 promulgated thereunder. II. In anticipation of the institution of these administrative proceedings, Rand ("the Respondent") has submitted an Offer of Settlement which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceeding brought by or on behalf of the Commission or to which the Commission is a party, the Respondent, without admitting or denying the matters set forth herein, consents to the issuance of this Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934 and Findings and Order of the Commission ("the Order"), and to the entry of the findings, and imposition of the remedial sanctions set forth below. ======END OF PAGE 1====== III. On the basis of this Order and the Respondent's Offer of Settlement, the Commission finds the following: A. FACTS 1. Respondent Jayne Kathryn Rand, age 37, has been a Director of Rand Capital Corporation ("Rand Capital") since October 1989 and is a former beneficial owner of more than ten percent of the equity securities of Rand Capital. Jayne Rand beneficially owned more than five percent of the equity securities of Rand Capital until on or about March 10, 1997. 2. ISSUER Rand Capital Corporation, a New York corporation with its principal offices in Buffalo, is a registered closed-end management investment company. According to Rand Capital's public filings with the Commission, for the period ended December 31, 1997, Rand had total assets of over $8.4 million and shareholders' equity of over $8.3 million. As of March 10, 1998, Rand Capital had 5,708,034 shares of common stock issued and outstanding. Rand Capital reported a net investment loss from operations of $301,749 and a net decrease in net assets from operations of $344,582 for the period ended December 31, 1997. Rand Capital's common stock has been registered with the Commission pursuant to Section 12 of the Exchange Act since September 1, 1981, and is traded on the NASDAQ SmallCap Market. B. APPLICABLE LAW Section 13(g) of the Exchange Act and Rule 13d-1(c) thereunder, in relevant part, require any person who, as of December 31, 1978 or as of the end of any calendar year thereafter, beneficially owns more than 5 percent of any equity security of a company registered pursuant to Section 12 of the Exchange Act, and who is not otherwise required to file a Schedule 13D, to file a Schedule 13G with the Commission within 45 days of the end of the calendar year in which the obligation arises. Rule 13d-2(b) provides that yearly amendments shall be filed to Schedule 13G reporting changes in the information previously reported. Section 16(a) of the Exchange Act<(1)> requires that beneficial <(1)> Until May 1, 1991, the statutory filing requirements under Section 16 of the Exchange Act were implemented by Rule 16a- 1. On January 10, 1991, the Commission adopted a comprehensive revision of the rules under Section 16 which became effective on May 1, 1991. See Rel. 34-28869, 56 Fed. Reg. 7242 (Feb. 21, 1991). Among other things, these amendments (continued...) ======END OF PAGE 2====== owners of more than ten percent of any class of any equity security registered pursuant to Section 12 of the Exchange Act and the officers and directors of the issuer of any such security (hereinafter "insider") file a statement with the Commission by the effective date of a registration statement filed pursuant to Section 12 of the Exchange Act, or within ten days of becoming such officer, director or beneficial owner, reporting the amount of all equity securities of such issuer of which they are a beneficial owner. Section 16(a) also requires an insider to file with the Commission within ten days after the close of each calendar month, if there has been a change in the insider's ownership of the issuer's equity securities during such month, a statement indicating such changes. The rules enacted pursuant to Section 16(a) provide that an initial statement by an insider is to be made on a Form 3 and subsequent statements of changes in beneficial ownership are to be made on a Form 4 or a Form 5. C. RAND'S VIOLATIONS OF SECTIONS 13(g) and 16(a) OF THE EXCHANGE ACT AND THE RULES THEREUNDER As shown in the Tables attached hereto, Rand has failed to file for more than five years and three months a Schedule 13G, and has failed to file for periods ranging from three months to more than four years and three months five amendments to Schedule 13G, reporting her beneficial ownership, and changes in the information relating thereto, of the securities of Rand Capital. Rand has failed to file a Form 3 for more than eight years and six months, reporting her holdings of Rand Capital, failed to timely file nine Forms 4 for periods ranging from one month and three weeks to more than one year and three months, and failed to timely file for periods ranging from one month and one week to more than one year and three months three Forms 5. The value of Rand's stock transactions in late Form 4 filings for Rand Capital is approximately $466,206. Rand's history of delinquency, compiled from the ownership reports she has filed with the Commission for Rand Capital, is set forth below: <(1)>(...continued) place the implementation of the former Rule 16a-1 filing requirements in new Rules 16a-2 and 16a-3. Accordingly, this Order, at paragraph VI below, orders that Respondent cease and desist from violating Rules 16a-2 and 16a-3. ======END OF PAGE 3====== JAYNE KATHRYN RAND Forms 3, 4 and 5 RAND CAPITAL CORPORATION November 13, 1989 through May 27, 1998 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late Form 3 10-89 11-13-89 8y6m2w Not rec d** Forms 4, 5 06-92 Other 6,567 N/A N/A N/A*** T Acq 22,388 06-08-94 (25% shr dividend) 08-92 Sale 833 6.61 5,506 02-16-93 1y3m3w 06-08-94 11-92 Acq by 21,250 N/A N/A 02-16-93 1y3m3w will or laws 06-08-94 of descent or distribution FY-92 Form 5 02-16-93 1y3m3w 06-08-94 06-93 Sale 1,400 7.75 10,850 07-12-93 11m 06-08-94 06-93 Other 33,297 N/A N/A N/A*** T Acq 2,321 N/A N/A 06-08-94 (Stk Split) FY-93 Form 5 02-14-94 3m3w 06-08-94 09-94 Sale 5,000 6.00 30,000 10-11-94 5m1w 03-22-95 ======END OF PAGE 4====== Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 12-94 Sale 10,000 5.50 55,000 01-10-95 2m1w 20,000 5.63 112,600 03-22-95 2,500 5.50 13,750 181,350 FY-94 Form 5 02-14-95 1m1w 03-22-95 01-95 Sale 7,500 5.38 40,350 02-10-95 3m3w 5,000 5.50 27,500 06-02-95 2,500 5.50 13,750 81,600 02-95 Sale 5,000 5.25 26,250 03-10-95 2m3w 06-02-95 03-95 Sale 5,000 5.38 26,900 04-10-95 1m3w 06-02-95 08-95 Sale 2,500 6.75 16,875 09-11-95 3m3w 01-02-96 08-95 Sale 2,500 6.75 16,875 09-11-95 4m2w 01-29-96 09-95 Sale 8,750 7.00 61,250 10-10-95 2m3w 01-02-96 09-95 Sale 1,250 7.00 8,750 10-10-95 3m2w 01-29-96 01-97 Buy 100 1.55 155 02-17-98 T 01-27-97 Total value late reported transactions: $ 466,206 * = Price per share rounded off. ** = Lateness calculated through May 27, 1998. *** = Non-Applicable, transactions may be deemed exempt pursuant to Rule 16a-9(a) of the Exchange Act. Acq = Acquired N/A = Non-Applicable ======END OF PAGE 5====== shr = share stk = stock ======END OF PAGE 6====== Jayne Kathryn Rand Schedules 13G and Amendments Rand Capital Corporation February 16, 1993 through May 27, 1998 Date Year Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Rec'd Wks.Late 1992 13G 02-16-93 5y3m1w Not rec d* 1993 13G Amendment Change of 02-14-94** 4y3m1w Information Not rec d 1994 13G Amendment 02-14-95 3y3m1w Not rec d 1995 13G Amendment 02-14-96 2y3m1w Not rec d 1996 13G Amendment 02-14-97 1y3m1w Not rec d 1997 13G Amendment 02-17-98 3m1w Not rec d * = Lateness is calculated through May 27, 1998. ** = For the purpose of this table, the due date for amendments reflects the date the obligation to file the amendment arose. ======END OF PAGE 7====== V. FINDINGS Based on the above, the Commission finds that Rand violated Sections 13(g) and 16(a) of the Exchange Act, Rules 13d-1, 13d-2, 16a-2, 16a-3 and former Rule 16a-1 promulgated thereunder. V. OFFER OF SETTLEMENT Rand has submitted an Offer of Settlement in this proceeding which the Commission has determined to accept. Rand, in her Offer, consents to this Order making findings, as set forth above, and ordering her to cease and desist from committing or causing any violations of, and committing or causing any future violations of, Sections 13(g) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder. VI. ORDER Accordingly, IT IS HEREBY ORDERED, pursuant to Section 21C of the Exchange Act, that Rand cease and desist from committing or causing any violations of, and committing or causing any future violations of, Sections 13(g) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder. By the Commission. Jonathan G. Katz Secretary ======END OF PAGE 8======