Wechsler & Co., Inc. - Page 7

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               Upon moving to Mt. Kisco, petitioner eliminated most of its            
          back office operation and outsourced most of those functions to             
          Bear Stearns & Co.  Shortly after its move to Mt. Kisco in                  
          December 1992, petitioner had approximately 20 employees.  By               
          1999, the number of petitioner’s employees decreased to 12.                 
               Petitioner produced profits for itself in various ways:  (1)           
          As a market maker, petitioner profited from the spread between              
          bid and ask prices; (2) as a principal rather than an agent,                
          petitioner earned income from executing trades on behalf of its             
          institutional clients and, to a smaller extent, from executing              
          trades on behalf of other broker-dealers;2 (3) petitioner                   
          profited from short-term opportunities created by imbalances in             
          convertible bond prices and underlying stock prices; (4)                    
          petitioner earned trading profits from long-term investments that           
          were entered into after significant analysis and research; (5)              
          petitioner profited from its hedge portfolio; (6) petitioner                
          profited on new issues of convertibles, for which it acted as a             
          primary market maker and influenced the pricing and distribution            
          of those securities, profiting from redistribution of those                 
          securities from short-term buyers to long-term buyers; and (7)              


               2  Acting as principal rather than an agent, petitioner was            
          the counterparty for the sale or purchase by its client (or                 
          another broker-dealer).  The transaction was in effect free of              
          market risk to petitioner if it had contracted an offsetting                
          purchase or sale.  Petitioner assumed a market risk if it had not           
          done so.                                                                    





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