SECURITIES ACT OF 1933
Release No. 8211/March 20, 2003
SECURITIES EXCHANGE ACT OF 1934
Release No. 47544/March 20, 2003
ADMINISTRATIVE PROCEEDING
File No. 3-10765
In the Matter of
J.W. BARCLAY & CO., INC., Respondents.
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ORDER MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS BY DEFAULT AGAINST DANOO NOOR, SR. |
The Securities and Exchange Commission (SEC or Commission) instituted this proceeding against Danoo Noor, Sr. (Noor), and others on April 24, 2002, pursuant to Section 8A of the Securities Act of 1933 (Securities Act) and Sections 15(b) and 21C of the Securities Exchange Act of 1934 (Exchange Act).1 Noor filed a timely answer. The hearing is scheduled to commence on March 24, 2003.
On March 5, 2003, Noor's counsel filed a motion for leave to withdraw from representation. Attached to the motion for leave to withdraw was a letter from Noor, stating "I am ready to proceed with the hearing of this matter, pro se, on March 24, 2003." I granted counsel's motion to withdraw on March 6, 2003. On March 18, 2003, Noor wrote a letter to the Commission's Division of Enforcement (Division), with a copy to me, stating:
Please be advised that I do not intend to appear at the trial of this matter scheduled for March 24, 2003. If I were to be called to testify, I would invoke my Fifth Amendment privilege against self-incrimination.
I held a telephonic prehearing conference with the parties on March 19, 2003. At that conference, Noor elaborated on his March 18, 2003, letter by stating that he is willing to accept a default. Pursuant to Rule 155(a) of the Commission's Rules of Practice, 17 C.F.R. § 201.155(a), I find that the following allegations in the OIP, as amended, are true as to Noor.2
Noor has been a registered representative since November 1992. Between June 1997 and January 1999, Noor was associated with J.W. Barclay & Co., Inc. (Barclay). At that time, Barclay was a registered broker and dealer and a member of the National Association of Securities Dealers.
Between June 1997 and December 1998, Noor engaged in misconduct in the accounts of several of his customers. His violations included unsuitable trading and churning. Noor also made materially misleading statements and omissions to one of his customers.3 The violations involved scienter.
By such misconduct, Noor willfully violated Section 17(a) of the Securities Act in that he, in the offer or sale of securities, by the use of the means or instruments of transportation or communication in interstate commerce or by the use of the mails, directly or indirectly: employed devices, schemes, or artifices to defraud; obtained money or property by means of untrue statements of material fact or omitted to state material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; and engaged in transactions, practices, or courses of business which would or did operate as a fraud or deceit upon purchasers of such securities.
By such misconduct, Noor also willfully violated Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, in that he, in connection with the purchase or sale of securities, by use of the means or instrumentalities of interstate commerce, or by use of the mails or of the facilities of any national securities exchange, directly or indirectly: employed devices, schemes, or artifices to defraud; made untrue statements of material fact or omitted to state material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; and engaged in acts, practices, or courses of business which would or did operate as a fraud or deceit upon any person.
The Division seeks a cease-and-desist order, an order barring Noor from association with any broker or dealer, and an order imposing a civil penalty of $110,000 against Noor (Division's Prehearing Brief, dated March 10, 2003). The Division also seeks an order requiring Noor to disgorge $125,082, plus prejudgment interest computed at the rate set forth in Rule 600 of the Commission's Rules of Practice, 17 C.F.R. § 201.600. At the prehearing conference of March 19, 2003, Noor stated that he did not oppose these sanctions.
On the basis of the foregoing, it is appropriate in the public interest to impose the sanctions sought by the Division. Giving Noor the benefit of the doubt, his violations will be deemed to have occurred on December 31, 1998. Prejudgment interest shall run after that date.
Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, IT IS ORDERED THAT Danoo Noor, Sr., shall cease and desist from committing or causing violations or future violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder; and
Pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934, IT IS FURTHER ORDERED THAT Danoo Noor, Sr., is barred from association with any broker or dealer; and
Pursuant to Section 21B of the Securities Exchange Act of 1934, IT IS FURTHER ORDERED THAT Danoo Noor, Sr., shall pay a civil penalty of $110,000 within twenty-one days of the date of issuance of this Order; and
Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, IT IS FURTHER ORDERED THAT Danoo Noor, Sr., shall disgorge $125,082, plus prejudgment interest computed at the rate set forth in Rule 600 of the Commission's Rules of Practice, 17 C.F.R. § 201.600, from January 1, 1999, to the last day of the month preceding the month in which payment is made.
Payment of the civil penalty, disgorgement, and interest shall be made by United States postal money order, certified check, bank cashier's check, or bank money order and made payable to the Securities and Exchange Commission. Payment, and a cover letter identifying the Respondent and the proceeding designation, should be delivered to the Office of Financial Management, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Stop 0-3, Alexandria, Virginia 22312. A copy of the cover letter and the money order or check should be sent to Kathryn A. Pyszka, Senior Trial Counsel, Securities and Exchange Commission, Midwest Regional Office, 175 West Jackson Blvd., Suite 900, Chicago, Illinois 60604.
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James T. Kelly
Administrative Law Judge
Footnotes
1 On March 18, 2003, with the consent of the parties, I granted the Division's motion to amend a statutory citation in the OIP. The amended OIP invokes Section 21C of the Exchange Act in the caption and in OIP ¶¶ III, III.B, in place of the originally cited Section 21A of the Exchange Act.
2 The findings in this Order are not binding on any other persons in this proceeding or on persons in any other proceeding.
3 The OIP, as amended, alleges that other Barclay registered representatives engaged in unauthorized trading in their customers' accounts, but it raises no such allegation against Noor. Compare OIP ¶ II.B.2.a with Expert Report of John E. Parkes, Jr., dated January 22, 2003, at 46.