UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 38652 / May 19, 1997 ADMINISTRATIVE PROCEEDING File No. 3-9310 ______________________________ : In the Matter of : ORDER INSTITUTING PUBLIC : PROCEEDINGS AND OPINION AND THOMAS H. EHRLICH : ORDER PURSUANT TO SECTION : 15(b)(6) OF THE SECURITIES Respondent. : EXCHANGE ACT OF 1934 ______________________________: I. The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest to institute administrative proceedings against Thomas H. Ehrlich ("Respondent") pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Exchange Act"). In anticipation of the institution of this proceeding, Respondent has submitted an Offer of Settlement, which the Commission has determined to accept. Solely for the purpose of this proceeding and any other proceeding brought by or on behalf of the Commission or to which the Commission is a party, and without admitting or denying the Commission's findings contained herein, except the Commission's finding that a Final Judgment of Permanent Injunction and Other Equitable Relief has been entered against him as set forth in Section III., which is admitted, Respondent consents to the entry of findings and the imposition of the remedial sanctions set forth below. II. The Commission finds the following:-[1]- A. During 1993 and 1994, Respondent sold membership interests in Southern Tennessee Wireless Cable, Limited Liability Company ("Southern Tennessee") and Greater Columbia Basin Wireless, Limited Liability Company ("Greater Columbia"), while acting as the sales manager of Pacific Wireless Communications, ---------FOOTNOTES---------- -[1]- The findings herein are made pursuant to Ehrlich's Offer of Settlement and are not binding on any other person or entity named as a respondent or otherwise in this or any other proceeding. ==========================================START OF PAGE 2====== Inc. and president of Kingsbury Communications, Inc., a telemarketing company. B. On May 7, 1996, the Commission filed a Complaint against Respondent and others in SEC v. Future Vision Direct Marketing, Inc., et al., Civil Action No. 96-2107 (NHP) (D.N.J.). On March 3, 1997, Ehrlich consented to the entry of a Final Judgment of Permanent Injunction and Other Relief, without admitting or denying the allegations in the Complaint, except that he admitted subject matter jurisdiction. On April 28, 1997, the United States District Court for the District of New Jersey entered a Final Judgment, permanently enjoining Ehrlich from violating Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder and ordering Ehrlich to disgorge $154,500, representing the amount that he received from the proceeds of sales of units in Pacific Wireless Communications, Inc. and Nationwide Wireless Corporation, but waiving payment of all but $15,000 of such disgorgement and payment of any civil penalty based on Ehrlich's demonstrated inability to pay. C. The Complaint in SEC v. Future Vision Direct Marketing, Inc., et al. alleges, among other things, that Ehrlich and others fraudulently sold membership interests in Southern Tennessee and Greater Columbia, entities which investors were told would develop and operate wireless cable television systems. The Complaint further alleges that the interests sold by Ehrlich and others were securities for which no registration statement was filed or in effect, and that Ehrlich and the other defendants knowingly made material misrepresentations and omissions in the offer and sale of such securities, by, among other things, providing unreasonable financial projections, misstating the use of investors' funds, and failing to disclose the past criminal and civil actions against the principals of the offering. III. FINDINGS Based on the foregoing, the Commission finds that Respondent was permanently enjoined from violations of certain provisions of the federal securities laws. IV. OFFER OF SETTLEMENT Respondent has submitted an Offer of Settlement to the Commission in which, prior to a hearing pursuant to the Commission's Rules of Practice, 17 C.F.R.  201.1 et seq., and without admitting or denying any of the above, except that he admits the jurisdiction of the Commission with respect to the ==========================================START OF PAGE 3====== matters set forth herein, he consents to the issuance of this Order barring him from association with any broker, dealer, investment company, investment adviser, or municipal securities dealer. The Commission deems it appropriate and in the public interest to accept Respondent's Offer of Settlement. V. ORDER Accordingly, IT IS HEREBY ORDERED, that Respondent is barred from association with any broker, dealer, investment company, investment adviser, or municipal securities dealer. By the Commission. Jonathan G. Katz Secretary