==========================================START OF PAGE 1====== UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 36898 / February 28, 1996 ADMINISTRATIVE PROCEEDING FILE NO. 3-8832 __________________________ : In the Matter of : : GREG M. ANDERSON : ORDER MAKING FINDINGS AND RUSSELL G. KOCH : IMPOSING SANCTIONS BY DEFAULT : __________________________ Greg M. Anderson is in Default under the Commission's Rules of Practice, Rules 155 and 220,-[1]- because he has not answered the Order Instituting Proceedings (Order), which the Commission issued on September 26, 1995 or the Show Cause order which I issued on February 1, 1996. In addition, Respondent Anderson failed to participate in telephone prehearing conferences held in this matter on November 21, 1995 and January 26, 1996. Accordingly, I find that the following allegations set out in the Order are true: The Commission's public files disclose that on December 21, 1990, the Commission suspended trading in the stock of Unifirst Corporation ("Unifirst") and Bancorp Mortgage Corporation of America for a ten-day period. The common stock of Unifirst Corporation ("Unifirst") was traded through the medium of the National Quotation Bureau, Inc. ("NQB") pink sheets from April 1990 through December 21, 1990. Unifirst was removed from the NQB pink sheets in January 1992. During such time, the common stock of Unifirst was not registered or approved for registration upon notice of issuance on a national securities exchange, nor was such security authorized, or approved for authorization upon notice of issuance, for quotation on an automated quotation system sponsored by a registered securities association, nor was such security issued by a registered investment company. At all times relevant to ---------FOOTNOTES---------- -[1]- 60 Fed. Reg. 32801, 32806 (1995) (to be codified at 17 C.F.R.  201.155 and 201.220). ==========================================START OF PAGE 2====== this matter the price of Unifirst common stock was less than five dollars per share. At no time relevant to this matter did Unifirst have net tangible assets in excess of $2,000,000 nor average revenue of $6,000,000 for a three year period; On September 28, 1993, the Commission filed a civil injunctive action in the United States District Court for the District of Utah against Anderson and others. The complaint alleged that Anderson violated Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 promulgated thereunder. The complaint alleged, among other things, that in late 1989 Anderson controlled 100% of the issued and outstanding stock of Whitehall Properties, Inc. ("Whitehall"), an ostensibly public shell company, through a group of nominee shareholders. It was also alleged that on or about December 1, 1989, Whitehall acquired Unifirst and that on or about January 1, 1990, Anderson delivered over 70% of Whitehall's stock to Unifirst's president. It was further alleged that Anderson authored a tradeability letter which opined that the stock of Unifirst was freely tradeable. The complaint alleged that Anderson then found a Salt Lake City, Utah, attorney to sign the letter which was included in Unifirst's Rule 15c2-11 information statement filed with the NQB and included in the Rule 15c2-11 files maintained by broker- dealers making markets in Unifirst's stock; On February 9, 1995, Judge Bruce S. Jenkins of the United States District Court for the District of Utah issued a permanent injunction against Anderson enjoining him from further violations of Sections 5(a), 5(c) and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. I find further that it is in the public interest to sanction Respondent Anderson pursuant to Section 15(b) of the Exchange Act. I ORDER that Greg M. Anderson is barred from participating in the offering of any penny stock. Carol Fox Foelak Administrative Law Judge ==========================================START OF PAGE 3====== SERVICE LIST Jonathan G. Katz, Secretary Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Securities and Exchange Commission Division of Enforcement, Branch of Regional Office Assistance Attn: David Mathews 450 Fifth Street, NW Washington, D.C. 20549 Robert H. Davenport, Regional Director Securities and Exchange Commission Central Regional Office 1801 California Street, Suite 4800 Denver, Colorado 80202-2648 Kenneth D. Israel, Jr., District Administrator Securities and Exchange Commission Salt Lake District Office 50 South Main Street, Suite 500 Salt Lake City, Utah 84144-0402 Thomas M. Melton, Division of Enforcement Salt Lake District Office 50 South Main Street, Suite 500 Salt Lake City, Utah 84144-0402 Robert Kaye TOLLEFSEN & COMPANY 2825 Colby Avenue Suite 205 Everett, WA 98201 Greg M. Anderson 663 Wilmington Avenue Salt Lake City, Utah 84106 Greg M. Anderson 3953 Highland Drive Salt Lake City, Utah 84124