==========================================START OF PAGE 1====== UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 36787 / January 30, 1996 ADMINISTRATIVE PROCEEDING File No. 3-8941 ______________________________ : ORDER INSTITUTING PROCEEDINGS : PURSUANT TO SECTIONS 15(b) AND In the Matter of : 19(h) OF THE SECURITIES : EXCHANGE ACT OF 1934, MAKING WILLIAM CHO : FINDINGS AND IMPOSING REMEDIAL : SANCTIONS : : : ______________________________: I. The Securities and Exchange Commission deems it appropriate and in the public interest that public administrative proceedings be instituted against William Cho ("Cho"). II. In anticipation of the institution of these administrative proceedings, Cho has submitted an Offer of Settlement (the "Offer") to the Commission which the Commission has determined to accept. Solely for the purpose of these proceedings 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 that Cho admits the jurisdiction of the Commission over him and over the subject matter of these proceedings, and the entry of the injunction set forth in Section III, paragraphs 4 and 5 herein, Cho, by his Offer, consents to the entry of the findings and to the imposition of the remedial sanctions as set forth below. Accordingly, IT IS ORDERED that proceedings pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act") be, and hereby are, instituted. III. On the basis of this Order Instituting Proceedings Pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions ("Order"), and the Offer submitted by Cho, the Commission finds that: 1. From November 1986 through May 1994, Cho, a resident of Phoenix, Arizona, was an associated person of various broker-dealers registered with the Commission pursuant to Section 15(b) of the Exchange Act. 2. On August 31, 1994, the Commission filed a Complaint for Injunctive and Other Relief ("Complaint") against Cho and others in the United States District Court for the District of Massachusetts, captioned SEC v. Robert L. Shull, et al., Civil Action No. 94-11759 (REK) (D. Mass.).-[1]- The Complaint alleges that between February 1993 and May 1994, Cho violated Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. 3. Specifically, the Complaint alleges, among other things, that (i) Cho failed to disclose material facts in connection with the offer, purchase and sale of securities, in that he recommended to his securities brokerage customers that they purchase shares of Fairmont Resources Inc. ("Fairmont") without disclosing to them that Fairmont principals would compensate him by giving him Fairmont stock; and (ii) Cho obtained shares of Fairmont stock from a person or persons who controlled Fairmont and that Cho distributed those shares without a registration statement being in effect as to such shares. 4. On October 31, 1995, without admitting or denying any of the allegations contained in the Complaint, except those allegations as to jurisdiction which he admitted, Cho consented to the entry of a Final Judgment of Permanent Injunction, Disgorgement and Civil Monetary Penalties against William Cho ("Final Judgment"), which was entered by the United States District Court for the District of Massachusetts on January 19, 1996. 5. Pursuant to the Final Judgment, Cho is permanently enjoined from directly or indirectly violating 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. ---------FOOTNOTES---------- -[1]- See Litigation Release No. 14213, 57 SEC Doc. 1447 (August 31, 1994). ==========================================START OF PAGE 2====== IV. In view of the foregoing, the Commission deems it appropriate and in the public interest to accept the Offer submitted by Cho and to impose the sanctions specified in the Offer. Accordingly, IT IS HEREBY ORDERED that: A. Cho be, and hereby is, barred from association with any broker, dealer, municipal securities dealer, investment adviser or investment company; and B. Cho be, and hereby is, barred from participating in the offering of any penny stock, including (i) acting as a promoter, finder, consultant, or other person who engages in actions with a broker, dealer or issuer for purposes of the issuance of or trading in any penny stock, or (ii) inducing or attempting to induce the purchase or sale of any penny stock. By the Commission. Jonathan G. Katz Secretary ==========================================START OF PAGE 3======