==========================================START OF PAGE 1====== UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION Securities Exchange Act of 1934 Release No. 37498 / July 30, 1996 Administrative Proceedings File No. 3-8234 ------------------------- : : In the Matter of : : ORDER MAKING FINDINGS AND James A. Sehn : IMPOSING REMEDIAL SANCTIONS and : AGAINST JAMES A. SEHN Samuel O. Forson : PURSUANT TO SECTIONS 15(b) : AND 19(h) OF THE SECURITIES : EXCHANGE ACT OF 1934 -------------------------- I. On November 22, 1993, the Commission issued an Order Instituting Public Administrative Proceedings Pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Order") against James A. Sehn. II. Sehn has submitted an Offer of Settlement ("Offer"), which the Commission, after due consideration, has determined it is in the public interest to accept. Solely for the purpose of these proceedings, and any other proceeding brought by or on behalf of the Commission, or in which the Commission is a party, Sehn, without admitting or denying the allegations contained in the Order or the findings in this Order Making Findings and Imposing Remedial Sanctions Pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Final Order"), except the entry of the injunction, set forth in paragraph 5 of Section III, below, which he admits, consents to the issuance of this Final Order as set forth below. ==========================================START OF PAGE 2====== III. On the basis of the Order, the Offer and this Final Order, the Commission finds-[1]- that: 1. From in or about 1989 through in or about October 1992, Sehn was associated with and president of Oxford Capital Securities, Inc. ("Oxford"), a broker-dealer registered with the Commission pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act"). 2. Between 1989 and October 1992, Oxford offered and sold to more than 200 investors over $10 million in unregistered debt securities issued by Oxford and other entities ("Oxford Securities"). 3. In offering and selling Oxford Securities between 1989 and October 1992, Sehn willfully violated Section 17(a) of the Securities Act of 1933 ("Securities Act"), and Section 10(b) of the Exchange Act and Rule 10b-5, and willfully aided and abetted Oxford's violations of Section 15(c)(1) of the Exchange Act and Rule 15c1-2, by making and directing others to make materially false and misleading statements to investors regarding, among other things, the financial condition of Oxford, the use of proceeds, investment risk, and the merits of the investment. Between at least as early as January 29, 1990 and October 1992, Sehn also willfully violated Sections 5(a) and (c) of the Securities Act by offering for sale and selling Oxford Securities. 4. Sehn willfully aided and abetted Oxford's violations of Section 17(a) of the Exchange Act and Rule 17a-5 arising from Oxford's filing with the Commission of materially inaccurate quarterly and annual reports on Form X-17A-5 during the years 1989 through 1991. 5. On February 6, 1992, the Commission filed a complaint in the United States District Court ---------FOOTNOTES---------- -[1]- The findings herein are made pursuant to James A. Sehn'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====== for the Southern District of New York, SEC v. Oxford Capital Securities, Inc., et al., 92 Civ. 0935 (WCC) (S.D.N.Y.), alleging that Sehn, among others, engaged in the conduct described above. In that civil action, on February 14, 1992, Sehn was permanently enjoined by consent by the District Court from violating Sections 5(a), 5(c) and 17(a) of the Securities Act, and Sections 10(b), 15(c)(1) and 17(a) of the Exchange Act and Rules 10b-5, 15c1-2 and 17a-5 thereunder. SEC v. Oxford Capital Securities, Inc., et al., 92 Civ. 0935 (WCC) (S.D.N.Y. Feb. 14, 1992). Sehn neither admits nor denies the allegations in the complaint. IV. In view of the foregoing, the Commission finds it is in the public interest to accept the Sehn Offer and impose the remedial sanctions set forth below. Accordingly, IT IS HEREBY ORDERED that, effective immediately, Sehn is barred from association with any broker, dealer, investment adviser, investment company or municipal securities dealer. For the Commission, by its Secretary, pursuant to delegated authority. Jonathan G. Katz Secretary