-------------------- BEGINNING OF PAGE #1 ------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Securities Exchange Act of 1934 Release No. 36734 / January 18, 1996 Administrative Proceeding File No. 3-8929 IN THE MATTER OF GEORGE J. CONWAY The Securities and Exchange Commission has issued an order instituting public administrative proceedings pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act"). The Order alleges that George J. Conway ("Conway") willfully violated certain registration and anti- fraud provisions of the federal securities laws in the offer and sale of over $15 million worth of Canadian Trade Bank, Ltd. ("CTB") "certificates of deposit" ("CDs"). The CDs were purportedly issued by CTB which, according Conway, was a bank located in the country of Grenada. In the offer and sale of the CDs, Conway made material misrepresentations and failed to disclose material facts to investors regarding, among other things, the existence of a legitimate bank, the safety of the investment and the use of proceeds. As a result of the scheme, Conway personally profited by at least $240,000. The Order further alleges that on September 15, 1995, a U.S. District Court permanently enjoined Conway from engaging in conduct violative of Sections 5(a), 5(c), 17(a)(1), 17(a)(2) and 17(a)(3) of the Securities Act of 1933 ("Securities Act"), Sections 10(b) and 15(a)(1) of the Exchange Act and Rule 10b-5 thereunder. The Order also alleges that Conway has been convicted of felonies involving the fraudulent offer and sale of securities. A public hearing will be held to determine whether the allegations against Conway are true, to offer him an opportunity to establish any defenses to such allegations and to determine what remedial action, if any, is appropriate.