UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 39108 / September 22, 1997 ADMINISTRATIVE PROCEEDING File No. 3-9423 컴컴컴컴컴컴컴컴컴컴컴컴컴컴커 � ORDER INSTITUTING In the Matter of � PUBLIC PROCEEDINGS, � MAKING FINDINGS AND DENNIS MURRAY BISSELL � IMPOSING REMEDIAL Respondent. � SANCTIONS � 컴컴컴컴컴컴컴컴컴컴컴컴컴컴켸 I. The Securities and Exchange Commission (Commission) deems it appropriate and in the public interest that public administrative proceedings be instituted pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 (Exchange Act) against Dennis Murray Bissell (Bissell). In anticipation of the institution of these administrative proceedings, Bissell has submitted an Offer of Settlement (Offer) which the Commission has determined to accept. 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, and without admitting or denying the findings, except as to jurisdiction and the facts set forth in Paragraphs II.A., II.B. and II.H. below, which he admits, Bissell consents to the entry of this Order, its findings and the imposition of sanctions as set forth below. ACCORDINGLY, IT IS ORDERED THAT proceedings pursuant to Sections 15(b) and 19(h) of the Exchange Act be, and they hereby are, instituted. II. On the basis of this Order and the Offer submitted by Bissell, the Commission finds that: A. From April 1988 until February 1990, Bissell was a registered representative with a broker-dealer registered with the Commission pursuant to Section 15(b) of the Exchange Act. From February 1992 until June 1993, Bissell was a registered representative with a different broker-dealer registered with the Commission pursuant to Section 15(b) of the Exchange Act. Finally, from June 1993 until August 1994, Bissell was a registered ======END OF PAGE 1====== representative with a third broker-dealer registered with the Commission pursuant to Section 15(b) of the Exchange Act. B. From approximately August 1994 through October 1994, Bissell represented to investors that he was a securities broker associated with a broker-dealer. In fact, Bissell was not affiliated with any broker-dealer during this period. C. From approximately February 1993 until October 1994, Bissell used his positions as a registered representative with two registered broker- dealers, and his representations that he continued to work at a broker- dealer, to collect approximately $120,000 from three investors. Bissell told these three investors that their funds would be invested in corporate bonds and another investment. D. From approximately February 1993 until August 1994, Bissell collected $10,000 from two investors by stating that he would place their funds into corporate bonds, through various broker-dealers. Bissell falsely guaranteed minimum rates of return ranging from 10% to 10.5% on these investments. As part of his scheme, Bissell instructed the investors to make payments directly to him while representing that their investments would be maintained at various broker-dealers. In fact, Bissell misappropriated the money given to him by the two investors. The funds were never invested in corporate bonds, but were instead used to pay Bissell's personal debts and expenses. E. From approximately June 1994 until October 1994, Bissell collected a total of $110,000 from one investor for the purchase of an investment by representing himself to be a successful securities broker. Bissell represented that this particular investment never yielded less than a 12.5% rate of return annually. In September 1994, Bissell falsely represented to the investor that she had earned $5,000 interest on her initial $10,000 investment. Based on his misrepresentations, the investor provided Bissell with an additional $100,000 for the fictitious investment. These funds were never invested, however, and were misappropriated by Bissell for his own personal use. F. Bissell concealed his fraudulent activity from all three investors by misrepresenting the success of the fictitious investments. In many instances, Bissell falsely represented that the corporate bonds were earning significant profits ranging from 24% to 50% annually. As part of his fraudulent scheme, Bissell also issued personal checks to investors, representing interest payments, in an effort to prevent them from discovering his fraud. Most of Bissell's checks were later returned for lack of sufficient funds. Bissell further concealed his fraudulent conduct from one investor by falsely stating that the investor's funds were tied up by a Commission investigation and, therefore, could not be disbursed. G. On August 29, 1989, while he was a registered representative at a broker-dealer, Bissell applied for and received a $75,000 loan from a North Carolina bank. On his application, Bissell stated that his current liabilities amounted to $823,000 when, in fact, his liabilities exceeded ======END OF PAGE 2====== $1,452,000. As a result of this misrepresentation, Bissell was later arrested and charged with knowingly and willfully making a false statement on a loan application for the purpose of influencing the action(s) of a federally insured bank in violation of 18 U.S.C.  1014. H. On December 2, 1996, Bissell stipulated that he committed the offense of mail fraud [18 U.S.C.  1341] arising from the conduct described in paragraphs II.A. through II.F. above. Bissell also pled guilty to one count of bank fraud [18 U.S.C.  1014] arising from the conduct described in paragraph II(G) above. United States v. Dennis Murray Bissell, No. 7:96-CR-52-1-BR-3 (E.D.N.C. 1996). On February 10, 1997, the United States District Court for the Eastern District of North Carolina sentenced Bissell to twenty-four months in prison. I. As a result of the activity described in paragraphs II.A. through II.F. above, Bissell willfully violated Section 17(a) of the Securities Act of 1933 in that Bissell, in the offer or sale of securities, by the use of the means or instruments of transportation or communication in interstate commerce or by the use of the mails, directly or indirectly: employed devices, schemes or artifices to defraud; obtained money or property by means of untrue statements of material facts or omitted to state material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or engaged in transactions, practices or courses of business which operated as a fraud or deceit upon purchasers or prospective purchasers of such securities. As part of such conduct, Bissell made misrepresentations and omissions concerning, among other things, the use of proceeds and the rate of return. J. As a result of the activity described in paragraphs II.A. through II.F. above, Bissell willfully violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder in that Bissell, in connection with the purchase or sale of securities, by the use of the means or instrumentalities of interstate commerce, or of the mails, directly or indirectly: employed devices, schemes or artifices to defraud; made untrue statements of material facts or omitted to state material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or engaged in acts, practices or courses of business which operated as a fraud or deceit in connection with the purchase or sale of securities. As part of such conduct, Bissell made misrepresentations and omissions concerning, among other things, the use of proceeds and the rate of return. III. In view of the foregoing, it is in the public interest to impose sanctions specified in the Offer of Settlement. Accordingly, IT IS ORDERED: That Bissell be, and hereby is, barred from association with any ======END OF PAGE 3====== ======END OF PAGE 3====== broker, dealer, municipal securities dealer, investment company or investment adviser. By the Commission. Jonathan G. Katz Secretary ======END OF PAGE 4====== ======END OF PAGE 4======