Wechsler & Co., Inc. - Page 9

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              By that time, computerized convertible bond trading programs            
         were readily available, and trading in convertible securities                
         came to be conducted in great measure electronically.  That                  
         diminished petitioner’s prior competitive advantage from Mr.                 
         Wechsler’s expertise and reputation as a market maker in hundreds            
         of convertible securities and the longstanding business                      
         relationships that Mr. Wechsler had with various individuals in              
         the financial sector.  Price competition in a number of                      
         convertible securities increased among various market makers, and            
         typically how good a price a market maker quoted for those                   
         securities became the controlling factor for potential customers             
         in selecting a particular market maker for a transaction.  Also,             
         generally, trades came to involve larger dollar amounts,                     
         resulting in larger capital requirements for market makers in                
         convertible securities.  From 1990 through about 1997, petitioner            
         listed and traded approximately 350 convertible securities.                  
         Thereafter, petitioner sharply reduced its participation and role            
         as a market maker in the convertible securities market while                 
         continuing to act as a market maker in 30 to 50 convertible                  
         securities and perhaps a half-dozen stocks.                                  
         Duties and Work Performed by Certain Officers and Individuals                
              Mr. Wechsler                                                            
              Since 1988, Mr. Wechsler has been petitioner’s principal                
         manager and has made all major financial decisions concerning                






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