UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES ACT OF 1933 Release No. 7466 / October 7, 1997 SECURITIES EXCHANGE ACT OF 1934 Release No. 39207 / October 7, 1997 ADMINISTRATIVE PROCEEDING File No. 3-9125 _______________________________ : In the Matter of : : WAYNE J. CONNERS, : : THOMAS A. PIECHOWICZ, : : JAMES M. FLYNN, : : ORDER MAKING FINDINGS, SHARON BARTOCK, : AND IMPOSING REMEDIAL : SANCTIONS AND CEASE-AND WINFRED KIPP and : DESIST ORDER AGAINST : THOMAS A. PIECHOWICZ CHRISTOPHER D. CONWAY, : : Respondents. : ______________________________: I. In these proceedings instituted pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Sections 15(b), 19(h) and 21C of the Securities Exchange Act of 1934 ("Exchange Act"), Respondent Thomas A. Piechowicz ("Piechowicz") has submitted an Offer of Settlement which the Securities and Exchange Commission has determined to accept.<(1)> II. Solely for the purpose of this proceeding, and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings contained herein, except for that set forth below in Section III. A., which is admitted, and prior to a hearing pursuant to the Commission's Rules of Practice, 17 <(1)> The Order Instituting Public Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Sections 15(b), 19(h) and 21C of the Securities Exchange Act of 1934 against Piechowicz was issued by the Commission on September 30, 1996. C.F.R. 201.1 et seq., Piechowicz, by his Offer, consents to the entry of the findings and the imposition of the remedial sanctions and Cease-and- Desist Order set forth below. III. On the basis of the Order Instituting Proceedings against Piechowicz, and the Offer submitted by Piechowicz, the Commission finds that:<(2)> A. Piechowicz worked in the securities industry from 1986 through June 1994 as a registered representative associated with various broker-dealers. B. From May 1993 through January 1995, C'est Lestial Waters, Inc. ("CWI") raised over $7 million from more than 100 investors through the offer and sale of unregistered collateral trust bonds (the "CWI bonds"), as well as the securities of certain entities related to CWI. In connection with that offering, CWI, certain of its principals and agents, as well as certain other entities and individual sales representatives, including Piechowicz, violated, variously, the securities registration, antifraud and broker-dealer registration provisions of the federal securities laws. Specifically, these entities and individuals made misrepresentations of material fact and failed to disclose material information concerning the collateral underlying the CWI bonds, the risk inherent in the investments and their relative safety, their status as exempt from registration with the Commission, and the use of offering proceeds. C. From May 1994 through January 1995, Piechowicz offered and sold nearly $1.5 million of CWI bonds and received approximately $83,000 in commissions. In connection with these sales, Piechowicz made untrue statements of material fact to investors, including that: 1. the CWI bonds were insured by A+ or better insurance companies; 2. the CWI bonds were a risk-free investment; and 3. CWI was a good company that had not failed on any other bond issue. D. Based on the conduct described above, Piechowicz willfully violated Sections 5(a), 5(c) and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. <(2)> The findings herein are made pursuant to Piechowicz's Offer and are not binding on any other person or entity named as a respondent in thisor any other proceeding. ======END OF PAGE 2====== E. Piechowicz has submitted a sworn financial statement and other evidence and has asserted his financial inability to pay disgorgement plus prejudgment interest and/or a civil penalty. The Commission has reviewed the sworn financial statement and other evidence provided by Piechowicz and has determined that Piechowicz does not have the financial ability to pay disgorgement of $83,000 plus prejudgment interest and/or a civil penalty. IV. In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in the Offer submitted by Piechowicz. Accordingly, IT HEREBY IS ORDERED that: A. Piechowicz be and hereby is, barred from association with any broker, dealer, municipal securities dealer, investment adviser or investment company, with a right to reapply after two years to the approporiate self-regulatory organization, or if there is none, to the Commission. B. Piechowicz be and hereby is ordered to cease and desist from committing or causing any violations or future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act, and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. C. Piechowicz shall pay disgorgement of $83,000 plus prejudgment interest, but that payment of such amount be waived based upon Piechowicz's demonstrated financial inability to pay. The Division of Enforcement ("Division") may, at any time following the entry of this Order, petition the Commission to: (1) reopen this matter to consider whether Piechowicz provided inaccurate and incomplete financial information at the time such representations were made; (2) determine the amount of disgorgement and prejudgment interest to order Piechowicz to pay and/or the civil penalty to be imposed; and (3) seek any additional remedies that the Commission would be authorized to impose in this proceeding if Piechowicz's offer of settlement had not been accepted. No other issues shall be considered in connection with this petition other than whether the financial information provided by Piechowicz was fraudulent, misleading, inaccurate or incomplete in any material respect, the amount of civil penalty to be imposed and whether any additional remedies should be imposed. Piechowicz may not, by way of defense to any such petition, contest the findings in the Order or the Commission's authority to impose any additional remedies that were available in the original proceeding. ======END OF PAGE 3====== By the Commission. Jonathan G. Katz Secretary ======END OF PAGE 4======