UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES ACT OF 1933 Release No. 7468 / October 7, 1997 SECURITIES EXCHANGE ACT OF 1934 Release No. 39209 / 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 : CHRISTOPHER D. CONWAY 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 Christopher D. Conway ("Conway") 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 III.A., which is admitted, and prior to a hearing pursuant to the Commission's Rules of Practice, 17 C.F.R. 201.1 <(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 Conway was issued by the Commission on September 30, 1996. et seq., Conway, 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 Conway, and the Offer submitted by Conway, the Commission finds that:<(2)> A. Conway has worked in the securities industry as a registered representative associated with various broker-dealers from 1985 through 1988, and again from 1991 to date. 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 (the "CWI entities"). In connection with that offering, CWI, certain of its principals and agents, as well as certain other entities and individual sales representatives, 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 July 1994 through January 1995, Conway received approximately $51,000 from CWI and the CWI entities, and willfully aided and abetted CWI and others, by: 1. creating for distribution to investors misleading income projections and account statements based upon false information provided to him by others connected with CWI; 2. reviewing and not reporting the continued distribution of false and misleading prospectuses to investors; and 3. processing paperwork related to the fraudulent offer and sales of the securities of the CWI entities. D. Based on the conduct described above, Conway willfully aided and abetted and caused 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. <(2)> The findings herein are made pursuant to Conway's Offer and are not binding on any other person or entity named as a respondent in this or any other proceeding. ======END OF PAGE 2====== E. Conway 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 Conway and has determined that Conway does not have the financial ability to pay disgorgement of $51,000 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 Conway. Accordingly, IT HEREBY IS ORDERED that: A. Conway 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 one year to the approporiate self-regulatory organization, or if there is none, to the Commission. B. Conway 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. Conway shall pay disgorgement of $51,000 plus prejudgment interest, but that payment of such amount is waived based upon Conway'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 Conway provided inaccurate and incomplete financial information at the time such representations were made; (2) determine the amount of disgorgement and prejudgment interest to order Conway 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 Conway's offer of settlement had not been accepted. Conway may not contest the Commission's authority to impose any additional remedies that were available in the original proceeding. By the Commission. Jonathan G. Katz Secretary ======END OF PAGE 3======