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UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 37278 / June 4, 1996
ADMINISTRATIVE PROCEEDING
File No. 3-9020
---------------------------
: ORDER INSTITUTING PUBLIC
In the Matter of : ADMINISTRATIVE PROCEEDING PURSUANT
: TO SECTION 21C OF THE SECURITIES
TRANSCORP PENSION SERVICES,: EXCHANGE ACT OF 1934, MAKING
INC. : FINDINGS AND IMPOSING CEASE-AND-
: DESIST ORDER
:
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I.
The Securities and Exchange Commission ("Commission") deems
it appropriate to institute a public administrative proceeding
against Transcorp Pension Services, Inc. ("Transcorp") pursuant
to Section 21C of the Securities Exchange Act of 1934 ("Exchange
Act").
Accordingly, IT IS HEREBY ORDERED that said proceeding be,
and hereby is, instituted.
II.
In anticipation of the institution of this proceeding,
Transcorp has submitted an Offer of Settlement which the
Commission has determined to accept. Solely for the purposes of
this proceeding and any other proceeding brought by or on behalf
of the Commission, or in which the Commission is a party, and
without admitting or denying the findings set forth herein,
except that Transcorp admits the jurisdiction of the Commission
over it and over the subject matter of this proceeding, Transcorp
consents to the entry of this Order Instituting Public
Administrative Proceeding Pursuant to Section 21C of the
Securities Exchange Act of 1934, Making Findings and Imposing
Cease-and-Desist Order ("Order") and to the entry of the findings
and imposition of cease-and-desist order set forth below.
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III.
On the basis of this Order and Respondent's Offer, the
Commission finds that:
A. Transcorp Pension Services, Inc. ("Transcorp") is a
California corporation formed in 1982 and located in Orange
County, California. Transcorp serves as a pension administrator
for approximately 30,000 self-directed individual retirement
accounts ("IRAs") and Qualified Retirement Plans ("Plans")(IRA
account holders or participants are hereinafter referred to as
"IRA customers"). Transcorp administers over $700 million in IRA
customer and Plan participant assets, including over $70 million
in cash. Prior to mid-1994, Transcorp had IRA customers and/or
Plan participants located in every state. Transcorp provides
record keeping, custodial, as agent to the custodial bank, and
reporting services for its IRA customers and Plan participants.
In addition, Transcorp, at the request of its IRA customers and
Plan participants, sent funds to issuers in exchange for
securities.
Broker-Dealer Registration Violations
B. Transcorp and First Regional Bank ("FRB" or the
"custodian bank") of Century City, California contract for FRB to
act as custodian and Transcorp to act as administrator for
Transcorp's IRA customers and Plan participants' cash and assets.
Specifically, Transcorp and FRB are parties to, among other
agreements, an agreement entitled the "Individual Retirement Plan
Custodial Agreement" ("Custodial Agreement") which specifies that
FRB will act as custodian and Transcorp will act as administrator
for Transcorp's IRA customer assets, and which is submitted to
the IRS. A Transcorp IRA customer becomes a party to the
Custodial Agreement and subject to its terms by signing and
submitting an "IRA Application" which contains an "Adoption
Agreement" at the time the IRA customer opens an account at
Transcorp.
C. At least until September 1994, pursuant to agreement
with the custodian bank, Transcorp had a master custodial account
at its custodian bank for all IRA customers cash in the name of
"Transcorp Pension Services, Inc. IRA Custodial Account," and
another master custodial account for plan participants, in the
name of "Transcorp Pension Services, Inc. Qualified Business
Retirement Plan Custodial Account." Transcorp receives and then
deposits IRA customer and Plan participant's checks into one of
these accounts at the custodian bank.
D. The custodian bank delegates to Transcorp the
responsibility for maintaining an accounting of the IRA customer
and Plan participant ownership of the cash in these accounts.
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Transcorp maintains the records identifying the ownership of the
cash in these accounts.
E. In connection with IRA customer purchases and sales not
involving a separate broker-dealer, an IRA customer submits an
"Investment Authorization Form" to Transcorp along with an
application to the issuer to purchase the security. Transcorp
then forwards the application to the issuer along with a check
drawn on the custodial account at FRB which, prior to mid-1994,
was printed by computer at Transcorp's offices with a facsimile
signature of a Transcorp officer. Thereafter, Transcorp enters
the transaction on its records for the IRA customer and charges
the IRA customer a minimum $15 fee for its services in connection
with the transaction. Transcorp's policy was to instruct the
issuer to issue the securities in the name of FRB's dba,
"Transcorp c/f [the Plan or the IRA]." The issuers issued the
securities variously in the names "Transcorp Pension Services,
Inc. fbo [the customer]," "Transcorp Inc c/f [the customer]" or
"Transcorp fbo [the customer]." FRB had previously received
permission by the state of California to use the dba name
"Transcorp."
F. In connection with IRA customer purchases and sales
which involve a separate broker-dealer, the IRA customer
initiates the trade directly with his or her broker-dealer and
contacts Transcorp to request that Transcorp send the funds to
the broker-dealer. Prior to mid-1994, when Transcorp received a
confirmation from the broker-dealer, it printed the check with a
facsimile signature of a Transcorp officer, and sent it to the
broker-dealer. The separate broker-dealers buy the securities
and register them in the name of "Transcorp f/b/o [the
customer]." Transcorp charges the IRA customer a minimum $15 fee
for the services in connection with the transaction.
G. Transcorp receives dividends paid on securities
directly from the issuers or broker-dealers, deposits them in one
of the custodial accounts and records the payment in its records
for the IRA customer or Plan participant. In addition, issuers
and brokers send trade confirmations and periodic statements
directly to Transcorp; the custodian bank does not receive any
confirmations or statements from the issuers or other broker-
dealers. Transcorp compiles trading information from the
confirmations and periodic statements and generates IRA customer
and Plan participant account statements, which contain this
trading information along with information on the IRA customer
and Plan participant's cash held by the custodian bank.
H. If an IRA customer wants to sell a security, he or she
transmits the request to his or her broker-dealer or to
Transcorp. Transcorp then sends the security to the issuer for
redemption or liquidation, or, if it is a security not held by
Transcorp, Transcorp or the customer directs the holder to send
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it to the issuer or sell it. If an IRA customer wants to
withdraw cash from his or her IRA account, he or she sends an
Investment Authorization Form (or, if the IRA customer is
retirement age, a "Withdrawal Form") to Transcorp, and then at
least until mid-1994, Transcorp printed the IRA customer a check
with a facsimile signature of a Transcorp officer and sent the
check to the IRA customer's address of record.
I. At least until September 1994, Transcorp held some IRA
customer and Plan participant securities in its offices.
Approximately $16 million of the assets administered by Transcorp
were held at its offices.
J. Transcorp has, as a result of the activities described
herein, operated as an unregistered broker-dealer in violation of
Section 15(a) of the Exchange Act.
IV.
Based upon the foregoing, the Commission deems it
appropriate to impose the sanctions specified in Respondent's
Offer of Settlement.
Accordingly, IT IS HEREBY ORDERED, pursuant to Section 21C
of the Exchange Act, that Transcorp cease and desist from
committing or causing any violation, and any future violation, of
Section 15(a) of the Exchange Act.
By the Commission.
Jonathan G. Katz
Secretary