UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION ADMINISTRATIVE PROCEEDING File No. 3-9417 SECURITIES ACT OF 1933 Release No. 7451 / September 18, 1997 SECURITIES EXCHANGE ACT OF 1934 Release No. 39090 / September 18, 1997 ______________________________ : : In the Matter of : ORDER INSTITUTING PUBLIC : CEASE-AND-DESIST PROCEEDINGS A. DAVID HENGSTLER : PURSUANT TO SECTION 8A OF : THE SECURITIES ACT OF 1933 : AND SECTION 21C OF THE : SECURITIES EXCHANGE ACT OF 1934, : MAKING FINDINGS AND IMPOSING Respondent : A CEASE-AND-DESIST ORDER : ______________________________: I. The Securities and Exchange Commission (the "Commission") deems it appropriate to institute cease-and-desist proceedings pursuant to Section 8A of the Securities Act of 1993 ("Securities Act") and Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") against A. David Hengstler ("Hengstler"). II. In anticipation of the institution of this proceeding, Hengstler submitted an Offer of Settlement ("Offer") to the Commission, 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 in which the Commission is a party, without admitting or denying the findings, except the jurisdiction of the Commission over him and the matters set forth in this Order, which he admits, Hengstler consents to the institution of cease-and-desist proceedings, and to the entry of the findings set forth below. Accordingly, IT IS ORDERED that cease-and-desist proceedings pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act be, and hereby are, instituted. III. On the basis of this Order and the Offer submitted by Hengstler, the Commission finds that<(1)>: A. Hengstler, age 56, and a resident of Dana Point, California, was not registered with the Commission, or any state, as a broker or dealer. B. In early 1993, BeneFund, Inc. ("BeneFund") and its president, Vernon R. Twyman, Jr. ("Twyman"), established a relationship with Hengstler and his company, International Tycor, Inc. ("Tycor"), to make S-8 stock sales to the public.<(2)> Hengstler was purportedly hired to provide investor relations services to BeneFund. However, the primary service performed by Hengstler for BeneFund was the offer and sale of BeneFund S-8 securities to the public, and the management of a group of salesmen, who also sold BeneFund securities. C. Hengstler oversaw and assisted the sales activities of the salesmen by making sales presentations to prospective investors and providing the salesmen with information about BeneFund. D. The BeneFund securities sold by Hengstler were registered pursuant to Form S-8 registration statements. Hengstler caused public sales and distribution of the securities. E. To assist Hengstler in making stock sales to the public, Twyman placed Hengstler's name and telephone number in BeneFund press releases, listing him as the investor relations contact. F. During 1993, Hengstler sold or assisted in the sale of approximately 346,345 shares of unregistered BeneFund S-8 stock to the public, raising at least $239,125. Of this amount, at least $188,737 was paid to BeneFund. G. As compensation for his activities, Hengstler split $28,500 in commissions with his business partner and the salesmen, and received options to purchase 88,739 shares of BeneFund S-8 stock. H. The relationship between BeneFund and Hengstler ended when Hengstler failed to pay funds received from stock sales to BeneFund in accordance with their agreement. <(1)> The findings herein are made pursuant to Hengstler's Offer and are not binding on any other person or entity in this or any other proceeding. <(2)> Tycor, which is now a defunct entity, was incorporated in Nevada in 1993 and had it principal place of business in Dana Point, California, until its corporate charter was revoked in 1994. ======END OF PAGE 2====== I. Based on the above conduct, Hengstler violated Sections 5(a) and 5(c) of the Securities Act and Section 15(a) of the Exchange Act. IV. In view of the foregoing, the Commission deems it appropriate to impose the sanctions which are set forth in the Offer submitted by Hengstler. Accordingly, IT IS HEREBY ORDERED pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act that A. David Hengstler cease and desist from committing or causing any violations, or any future violations, of Sections 5(a) and 5(c) of the Securities Act and Section 15(a) of the Exchange Act. By the Commission. Jonathan G. Katz Secretary ======END OF PAGE 3====== SERVICE LIST Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another duly authorized officer of the Commission, shall serve a copy of the Order Instituting Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings and Imposing a Cease-and-Desist Order on each person named in the Order and their legal agent. The attached Order Instituting Public Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings and Imposing a Cease-and-Desist Order has been sent to the following parties and other persons entitled to notice: Honorable Brenda P. Murray Jon Batterman Chief Administrative Law Judge Securities and Exchange Securities and Exchange Commission Commission Division of Enforcement 450 Fifth St., N.W. 450 Fifth Street, N.W. STOP: 11-6 Stop: 4-8B Washington, D.C. 20549 Washington, DC 20549 Harold F. Degenhardt A. David Hengstler District Administrator Threshold Capital Corporation Securities and Exchange 15 Monarch Bay Plaza Commission Suite 387 801 Cherry St. 19th Floor Dana Point, CA 92629 Fort Worth, TX 76102 Hugh M. Wright Assistant District Administrator [Enforcement] Securities and Exchange Commission 801 Cherry Street, 19th Floor Fort Worth, TX 76102 Karen E. Whitaker Enforcement Staff Attorney Securities and Exchange Commission 801 Cherry Street, 19th Floor Fort Worth, TX 76102 ======END OF PAGE 4======