UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 40697 / November 20, 1998 ADMINISTRATIVE PROCEEDING File No. 3-9518 : In the Matter of : OPINION AND ORDER IMPOSING : SUSPENSION UNDER RULE : 102(e)(3) OF COMMISSION'S H. THOMAS FEHN : RULES OF PRACTICE : RESPONDENT. : I. On December 23, 1997, the Commission instituted this administrative proceeding pursuant to Rule 102(e)(3) of the Commission's Rules of Practice against respondent, H. Thomas Fehn, and temporarily suspended him from appearing or practicing before the Commission. [1] See Order of Temporary Suspension, Release Nos. 34-39486, AE-1000 (Dec. 23, 1997). The basis for this suspension was an action by the Commission in which the United States District Court for the District of Nevada found that Fehn had willfully aided and abetted violations of the antifraud and reporting provisions of the Securities Exchange Act of 1934 ("Exchange Act") and permanently enjoined Fehn from future violations. Fehn filed a petition to lift the temporary suspension on January 23, 1998. The Commission denied that petition on February 23, 1998, and, on March 3, 1998, the Administrative Law Judge issued an order scheduling a hearing. Prior to a hearing, Fehn submitted an offer of settlement that the Commission has determined to accept. II. On the basis of the Order of Temporary Suspension and Fehn's offer of settlement, the Commission makes the following findings: A. Fehn practices law in West Los Angeles, California and is a member of the California bar. Fehn has appeared and practiced before the Commission in many capacities, including in connection with the preparation of registration statements and reports required by the Exchange Act and the representation of regulated entities in enforcement proceedings. A substantial portion of Fehn's practice involves securities matters and the federal securities laws. B. On April 1, 1994, the Honorable Mary Johnson Lowe held that Fehn had aided and abetted violations of Rules 10b-5, 12b-20, and 15d-13 (which were promulgated under Sections 10(b) and 15(d) of the Exchange Act) and enjoined Fehn from violating the antifraud and reporting requirements of the Exchange Act. Judge Lowe found that Fehn had assisted in drafting and filing with the Commission three periodic reports for CTI Technical, Inc. ("CTI") that he knew, or was reckless in not knowing, were false and misleading. Securities and Exchange Commission v. Fehn, No. CV-S-92-946 (D. Nev.), aff'd, 97 F.3d 1276 (9th Cir. 1996), cert. denied, 118 S. Ct. 59 (1997). III. Based on the foregoing, the Commission has determined that it is appropriate and in the public interest to accept Fehn's offer of settlement. Accordingly, it is HEREBY ORDERED that Fehn be and hereby is suspended from appearing or practicing before the Commission for a period of 18 months from December 23, 1997. Furthermore, before appearing and resuming practice before the Commission, Fehn must submit an affidavit to the Commission's Office of the General Counsel truthfully stating, under penalty of perjury, that he has complied with this Order, that he is not subject to any suspension or disbarment as an attorney by a court of the United States or of any state, territory, district, commonwealth, or possession, and that he has not been convicted of a felony or a misdemeanor involving moral turpitude as set forth in Rule 102(e)(2) of the Commission's Rules of Practice. By the Commission. Jonathan G. Katz Secretary **FOOTNOTES** [1]: Rule 102(e)(3) of the Commission's Rules of Practice (17 CFR 201.102(e)(3)) provides in pertinent part that: (i) The Commission, with due regard to the public interest and without preliminary hearing, may, by order, temporarily suspend from appearing or practicing before it any attorney * * * who has been by name: (A) Permanently enjoined by any court of competent jurisdiction, by reason of his or her misconduct in an action brought by the Commission, from violating or aiding and abetting the violation of any provision of the Federal securities laws or of the rules and regulations thereunder * * *. (ii) Any person temporarily suspended from appearing and practicing before the Commission in accordance with paragraph (e)(3)(i) of this section may, within 30 days after service upon him or her of the order of temporary suspension, petition the Commission to lift the temporary suspension. * * * (iii) Within 30 days after the filing of a petition in accordance with paragraph (e)(3)(ii) of this section, the Commission shall either lift the temporary suspension, or set the matter down for hearing at a time and place designated by the Commission, or both, and, after opportunity for hearing, may censure the petitioner or disqualify the petitioner from appearing or practicing before the Commission for a period of time or permanently.