UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 38714 / June 4, 1997 SECURITIES ACT OF 1933 Release No. 7421 / June 4, 1997 ADMINISTRATIVE PROCEEDING File No. 3-9327 Administrative Release The Securities and Exchange Commission has instituted public administrative and cease-and-desist proceedings pursuant to Sections 8A of the Securities Act of 1933 ("Securities Act") and Sections 15(b)(6), 19(h) and 21C of the Securities Exchange Act of 1934 ("Exchange Act") against Aubrey O'Connor ("O'Connor"), formerly Sales Manager of Government Securities Corp. ("GSC"), Rick Pierson ("Pierson"), formerly Head Trader of GSC's Fixed Income Division, and three former GSC registered representatives, James Winter ("Winter"), Gregory Bowen ("Bowen") and Kenneth Ward ("Ward"). The Order alleges that the respondents willfully violated Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder in connection with the offer and sale to public clients of high-risk Collateralized Mortgage Obligation ("CMOs"), including interest- only strips ("IOs"), Inverse IOs and Inverse Floaters. The Order alleges that respondents failed to disclose to public clients that the instruments constituted volatile CMO tranches, but instead misrepresented the CMOs as suitable investments that comported with clients' investments objectives of safety of principal, liquidity, market stability, short duration and low risk. In addition, clients were not informed that these instruments were highly sensitive to changes in interest rates. Moreover, the Order further alleges that the respondents specifically misrepresented certain characteristics and risks involved in the CMO tranches. For example, O'Connor, Pierson, Winter and Bowen falsely represented to certain public clients that IOs and Inverse IOs offered guaranteed principal, while O'Connor, Pierson, Bowen and Ward falsely represented to other public clients that the Inverse Floaters were short term instruments, whose maturity would extend, at most, to two years or less. The Order also alleges that O'Connor willfully violated Section 15(b)(6)(B)(i) of the Exchange Act, in that O'Connor, while subject to a statutory disqualification that prohibited him from exercising supervisory responsibility over GSC's sales personnel, assumed positions at GSC that constituted him as the person chiefly responsibility for supervising GSC registered representatives. A hearing will be scheduled to take evidence on the Staff's allegations and to afford O'Connor, Pierson, Winter, Bowen and Ward an ======END OF PAGE 1====== opportunity to present any defense thereto. The purpose of the hearing is to determine whether the allegations are true and whether disgorgement, civil penalties and/or any remedial action should be ordered and whether any cease-and-desist orders should be issued by the Commission. ======END OF PAGE 2======