UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 36804 / February 1, 1996 ADMINISTRATIVE PROCEEDING File No. 3-8898 ______________________________ : In the Matter of : ORDER MAKING FINDINGS AND : IMPOSING REMEDIAL SANCTIONS VALERIE JENSEN : : ______________________________: I. In these proceedings instituted pursuant to Section 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act"), Valerie Jensen ("Jensen" or "Respondent") has submitted an Offer of Settlement ("Offer") which the Commission has determined to accept.-[1]- II. Solely for the purpose of these proceedings and any other proceedings brought by, or on behalf of, the Commission, or to which the Commission is a party, prior to a hearing pursuant to the Commission's Rules of Practice [17 C.F.R.  201.100 et seq.], and under the terms of the Offer, Jensen, without admitting or denying the findings set forth below, except that Jensen admits to the jurisdiction of the Commission over her and over the subject matter of this proceeding and to the entry of a Final Judgment of Permanent Injunction and Other Relief against her, consents to the entry of this Order Making Findings and Imposing Remedial Sanctions ("Order"). ---------FOOTNOTES---------- -[1]- An Order Instituting Public Administrative Proceeding Pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 against Jensen was issued by the Commission on December 18, 1995, Admin. Proc. File No. 3-8898. ==========================================START OF PAGE 2====== III. On the basis of this Order and Respondent's Offer, the Commission finds that:-[2]- A. Jensen was associated with Vestcorp Securities, Inc. ("Vestcorp") from 1983 through July 1994. She was the CEO of Vestcorp from 1986 through at least July 1991. Vestcorp was a broker-dealer registered with the Commission from 1983 to June 1995 (File No. 8-30879). B. On October 10, 1995, a Final Judgment of Permanent Injunction and Other Relief was entered against Jensen in the United States District Court for the Central District of California, permanently enjoining her from future violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. SEC v. William E. Cooper, et al., Civil Action No. 94-1344 HLH (C.D. Cal.). C. The Commission's Complaint in the above-referenced case alleged that from about May 1981 through April 1994, Jensen and other defendants, primarily while associated with Vestcorp, engaged in the fraudulent sale of securities in the form of limited partnership units. Jensen and other defendants raised approximately $99 million in the sale of 239 limited partnerships. According to the Complaint, in the offer and sale of the limited partnership units, Jensen and the other defendants engaged in the following fraudulent conduct: 1. failed to disclose that the trust deeds securing the limited partnership investments did not exist; 2. misrepresented that the funds paid to the limited partnership investors were derived from the profitable operation of the partnerships and omitted to disclose that the amounts paid were actually funds diverted from custodial accounts of First Pension Corporation ("First Pension"), a pension administrator controlled by Jensen and others; and 3. misappropriated client funds by a) diverting $25 million in First Pension custodial client funds to other entities controlled by Jensen and other defendants, b) misappropriating First Pension deposit and distribution checks and c) misappropriating pension client funds held in other custodial accounts by forgery. ---------FOOTNOTES---------- -[2]- The findings herein are made pursuant to Jensen's Offer and are not binding on any other person or entity named as a respondent in this or any other proceeding. ==========================================START OF PAGE 3====== D. In a criminal proceeding arising out of the same conduct, Jensen was convicted on two counts of mail fraud in violation of 18 U.S.C.  1341 and, on March 3, 1995, Jensen was sentenced to a maximum of 4 years and 3 months in prison and ordered to pay restitution of $73,127,020. United States of America v. William Edward Cooper, et al., Criminal Action No. 94- 581 (C.D. Cal.). IV. Based upon the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in the Respondent's Offer. Accordingly, IT IS HEREBY ORDERED that Respondent Valerie Jensen, be, and hereby is, barred from association with any broker, dealer, municipal securities dealer, investment adviser or investment company. For the Commission, by its Secretary, pursuant to delegated authority. Jonathan G. Katz Secretary