UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES ACT OF 1933 Release No. 7450 / September 12, 1997 SECURITIES EXCHANGE ACT OF 1934 Release No. 39061 / September 12, 1997 ADMINISTRATIVE PROCEEDING FILE NO. 3-9124 : In the Matter of : : MICHAEL D.GIBSON, : ORDER MAKING FINDINGS GREGORY C. MOORE : AND IMPOSING REMEDIAL JAY D. LIEBOWITZ, and SANCTIONS AND CEASE-AND- DAVID McCLURE : DESIST ORDER AGAINST : MICHAEL D. GIBSON Respondents : I. In these proceedings instituted pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Sections 15(b), 19(h) and 21C of the Securities Exchange Act of 1934 ("Exchange Act"), Respondent Michael D. Gibson ("Gibson") has submitted an Offer of Settlement which the Securities and Exchange Commission has determined to accept.<(1)> II. Solely for the purpose of this proceeding, and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings contained herein, except for those set forth below in Section III. A., which are admitted, and prior to a hearing pursuant to the Commission's Rules of Practice, 17 C.F.R. 201.1 et seq., Gibson, by his Offer, consents to the entry of the findings and the imposition of the remedial sanctions set forth below. <(1)> The Order Instituting Proceedings against Gibson was issued by the Commission on September 30, 1996. III. On the basis of the Order Instituting Proceedings against Gibson, and the Offer submitted by Gibson, the Commission finds that:<(2)> A. Since 1986, Gibson has worked in the securities industry as a registered representative associated with various broker-dealers. During the period of fraudulent conduct, Gibson was associated with the O.N. Equities Sales Company. B. From May 1993 through January 1995, C'est Lestial Waters, Inc. ("CWI") raised over $7 million from more than 100 investors through the offer and sale of unregistered collateral trust bonds (the "CWI bonds"), as well as the securities of certain entities related to CWI. In connection with that offering, CWI, certain of its principals and agents, as well as certain other entities and individual sales representatives, including Gibson, violated, variously, the securities registration, antifraud and broker- dealer registration provisions of the federal securities laws. Specifically, these entities and individuals made misrepresentations of material fact and failed to disclose material information concerning the collateral underlying the CWI bonds, the risk inherent in the investments and their relative safety, their status as exempt from registration with the Commission, and the use of offering proceeds. C. From April 1994 through January 1995, Gibson offered and sold more than $2.7 million in CWI bonds and received approximately $312,000 in commissions therefrom. In connection with his sales of CWI bonds, Gibson made untrue statements of material fact to investors, including the following: 1. that the CWI bonds were fully secured through a first and irrevocable lien interest in certain assets of CWI in favor of investors; and 2. that the financial stability of CWI was irrelevant because the CWI bonds were fully secured. D. Based on the conduct described above, Gibson willfully violated Sections 5(a), 5(c) and 17(a) of the Securities Act and Sections 10(b), 15(a) and 15(c) of the Exchange Act and Rules 10b-5 and 15c1-2 thereunder. E. Gibson has submitted a sworn financial statement and other evidence and has asserted his financial inability to pay disgorgement plus prejudgment interest and/or a civil penalty. <(2)> The findings herein are made pursuant to Gibson's Offer and are not binding on any other person or entity named as a respondent in this or any other proceeding. ======END OF PAGE 2====== The Commission has reviewed the sworn financial statement and other evidence provided by Gibson and has determined that Gibson does not have the financial ability to pay disgorgement of $312,000 plus prejudgment interest and/or a civil penalty. IV. In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in the Offer submitted by Gibson. Accordingly, IT HEREBY IS ORDERED that: A. Gibson be and hereby is barred from association with any broker, dealer, municipal securities dealer, investment adviser or investment company, with a right to reapply after two years to the approporiate self-regulatory organization or, where there is none, to the Commission. B. Gibson be and hereby is ordered to cease and desist from committing or causing any violations or future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act, and Sections 10(b), 15(a) and 15(c) of the Exchange Act and Rules 10b-5 and 15c1-2 thereunder. C. Gibson shall pay disgorgement of $312,000 plus prejudgment interest, but that payment of such amount be waived based upon Gibson's demonstrated financial inability to pay. The Division of Enforcement ("Division") may, at any time following the entry of this Order, petition the Commission to: (1) reopen this matter to consider whether Gibson provided inaccurate and incomplete financial information at the time such representations were made; (2) determine the amount of disgorgement and prejudgment interest to order Gibson to pay and/or the civil penalty to be imposed; and (3) seek any additional remedies that the Commission would be authorized to impose in this proceeding if Gibson's offer of settlement had not been accepted. No other issues shall be considered in connection with this petition other than whether the financial information provided by Gibson was fraudulent, misleading, inaccurate or incomplete in any material respect, the amount of civil penalty to be imposed and whether any additional remedies should be imposed. Gibson may not, by way of defense to any such petition, contest the findings in the Order or the Commission's authority to impose any additional remedies that were available in the original proceeding. ======END OF PAGE 3====== By the Commission. _____________________________ Jonathan G. Katz Secretary ======END OF PAGE 4======