SECURITIES ACT OF 1933 RELEASE NO.7436/August 18, 1997 SECURITIES EXCHANGE ACT OF 1934 RELEASE NO.38947/August 18, 1997 ADMINISTRATIVE PROCEEDING FILE NO. 3-9367 PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS INSTITUTED AGAINST AMERICORP SECURITIES, INC., AND DREW EDGAR SCHAEFER The Commission instituted public administrative and cease- and-desist proceedings against Americorp Securities, Inc. ("Americorp"), a registered broker-dealer, and Drew Edgar Schaefer ("Schaefer"). The Order Instituting Public Administrative Proceedings, Cease-and- Desist Proceedings and Notice of Hearing Pursuant to Section 8A of the Securities Act of 1933 and Sections 15(b), 19(h) and 21C of the Securities Exchange Act of 1934 ("Order") alleges the following. Americorp underwrote the initial public offering of PHC, Inc. units. Americorp's RRs, at the direction of Schaefer, the CEO of Americorp, solicited and accepted aftermarket orders for PHC securities before the IPO was declared effective on March 3, 1994. Additionally, Americorp placed 273,000 units, or 19% of the IPO, into three affiliated accounts, and within approximately two minutes of the commencement of aftermarket trading, repurchased most of the units from the three affiliated accounts. Americorp then split the units into their component parts of common stock and warrants and sold all of the common stock to its retail customers. During the course of these activities, Americorp bid for or purchased, and induced others to bid for or purchase, PHC units by posting bid and asked prices on the NASDAQ system and by executing purchases of units from other retail customers and other broker-dealers. Additionally, as Americorp RRs received aftermarket orders for PHC stock on March 3, the RRs deliberately delayed the execution of these orders, and failed to obtain the best execution price for these customer orders. Americorp also failed to make a memorandum showing the time of receipt for aftermarket orders for PHC. Based upon these activities, the Order alleges that Americorp willfully violated Section 17(a) of the Securities Act of 1933 ("Securities Act") and Sections 10(b), 15(c) and 17(a) of the Securities Exchange Act of 1934 ("Exchange Act") and Rules 10b-3, 10b-5, 10b-6, 15c1-2 and 17a- 3(a)(6), that Schaefer willfully violated Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rules 10b-5 and 10b-6 thereunder, and that Schaefer willfully aided and abetted and caused Americorp's violations of Sections 10(b) and 15(c) of the Exchange Act and Rules 10b-3 and 15c1-2. A hearing will be scheduled to determine whether the allegations against the respondents are true, and, if so, what remedial action, if any, is appropriate, whether cease-and-desist orders should be issued against the respondents, whether Americorp and Schaefer should be ordered to pay ======END OF PAGE 1====== disgorgement, and whether both respondents should be ordered to pay civil penalties. ======END OF PAGE 2======