==========================================START OF PAGE 1====== UNITED STATES OF AMERICA before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 36928 / March 6, 1996 ADMINISTRATIVE PROCEEDING File No. 3-8968 ------------------------------: ORDER INSTITUTING ADMINISTRA- In the Matter of : TIVE PROCEEDINGS PURSUANT TO : SECTIONS 15(b) AND 19(h) OF Robert M. Simpson, : THE SECURITIES EXCHANGE ACT : OF 1934, MAKING FINDINGS AND Respondent. : IMPOSING REMEDIAL SANCTIONS : ------------------------------- I. The Commission deems it appropriate and in the public interest to institute administrative proceedings against Robert M. Simpson ("Simpson" or "Respondent"), pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act"). Accordingly, it is hereby ordered that said proceedings be, and hereby are instituted. Simultaneously with the institution of these proceedings, Simpson has submitted an Offer of Settlement ("Offer") solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party. In the Respondent's Offer, which the Commission has determined to accept, Simpson, without admitting or denying the findings contained herein, except as to the jurisdiction of the Commission over him and over the subject matter of these proceedings, as set forth in paragraph II.A., and as to the entry of an injunction set forth in paragraph II.B. below, which are admitted, consents to the entry of findings and sanctions set forth below. II. On the basis of this Order Instituting Administrative 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, the Commission finds ==========================================START OF PAGE 2====== that -[1]-: A. Between in or about November 1989 and in or about October 1992, Respondent Simpson was employed as a registered representative with a registered broker-dealer. B. On January 23, 1996, a final judgment of permanent injunction and other relief was entered, by consent, against Simpson, permanently enjoining him from violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act, and Rule 10b-5, thereunder. SEC v. Robert M. Simpson, Civil Action No. 95-995-CIV- ORL-19 (M.D. Fla.). C. The Commission's complaint alleged that between July 1990 and July 1992, Simpson, in connection with the offer, purchase and sale of securities, violated the antifraud provisions of the federal securities laws. In particular, the complaint alleged that Simpson misrepresented to investors and prospective investors that: (a) the funds invested had been or were to be used to purchase securities such as mutual funds and certificates of deposit, when, in fact, no securities were purchased and the funds had been misappropriated, and (b) he created and distributed to investors periodic account statements misrepresenting the financial condition of the customers' accounts in order to create the appearance that the investments were income-producing. The complaint further alleged that Simpson omitted to disclose material facts necessary including that: (a) he used funds from new investors to pay investment returns to previous investors; and (b) he diverted funds for his own use and benefit. III. In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in the Respondent's Offer. ACCORDINGLY, IT IS FURTHER ORDERED that Simpson is hereby barred from association with any broker, dealer, municipal securities dealer, investment adviser or investment company. ---------FOOTNOTES---------- -[1]- The findings herein are made pursuant to Simpson's Offer of Settlement and are not binding on any other person or entity named as a respondent in this or any other proceeding. ==========================================START OF PAGE 3====== By the Commission. Jonathan G. Katz Secretary