SEC Division of Corporation Finance no-action letter: Morgan Keegan & Co., Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D C 20549
August 25,2004
Joseph D. Edrnondson, Jr., Esq.
Foley &Lardner LLP
3000 K Street, N.W., Suite 500
Washington, D.C. 20007
Re: Morgan Keegan & Co., 1nc.-Waiver Request under Regulation A and Rule 505 of Regulation D Dear Mr. Edrnondson:
This is in response to your letter dated today, written on behalf of Morgan Keegan & Co., Inc. (the "Firm) and constituting an application for relief under Rule 262 of Regulation A and Rule 505(b)(2)(iii)(C) of Regulation D under the Securities Act of 1933. You requested relief fkom disqualifications from exemptions available under Regulation A and Rule 505 of Regulation D that may arise by virtue of the entry of an order dated today by the Securities and Exchange Commission ordering, pursuant to Section 8A of the Securities Act of 1933 and
Section 21C of the Securities Exchange Act of 1934, that the Firm cease and desist from
committing or causing any violations and any future violations of Section 17(b) of the Securities Act and Section 17(a) of the Exchange Act and Rule 17a-4 promulgated thereunder; that the Firm is censured pursuant to Section 15(b)(4) of the Exchange Act; that the Firm pay a civil money penalty of $875,000; and that the Firm comply with the undertakings set forth in the order (the "Order"). For purposes of this letter, we have assumed as facts the representations set forth in your letter and the findings necessary to support the Order. We also have assumed that the Firm will comply with the Order. On the basis of your letter, I have determined that you have made a showing of good cause under Rule 262 and Rule 505(b)(2)(iii)(C) that it is not necessary under the circumstances to deny the exemptions available under Regulation A and Rule 505 of Regulation D by reason of the entry of the Order. Accordingly, pursuant to delegated authority, and without necessarily agreeing that the requested relief is necessary, the relief described above fi-om the disqualifying provisions of Regulation A and Rule 505 of Regulation D is hereby granted. Sincerely, A Chief, office of Small Business Policy