UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 39335 / November 18, 1997 ADMINISTRATIVE PROCEEDING File No. 3-9125 ______________________________ : In the Matter of : : WAYNE J. CONNERS, : : THOMAS A. PIECHOWICZ, : : JAMES M. FLYNN, : : ORDER MAKING FINDINGS, SHARON BARTOCK, : AND IMPOSING : REMEDIAL SANCTIONS AGAINST WINFRED KIPP and : WAYNE J. CONNERS : CHRISTOPHER D. CONWAY, : : Respondents. : ______________________________: I. In these proceedings instituted pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act"), Respondent Wayne J. Conners ("Conners") has submitted an Offer of Settlement which the Securities and Exchange Commission (the "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 III. A. and III. F, which are admitted, and prior to a hearing pursuant to the Commission's Rules of Practice, 17 <(1)> The Order Instituting Public Proceedings Pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 against Conners, was issued by the Commission on September 30, 1996. C.F.R. 201.1 et seq., Conners, by his Offer, consents to the entry of the findings and the imposition of the remedial sanctions set forth below. III. On the basis of the Order Instituting Public Proceedings Pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 against Conners, and the Offer submitted by Conners, the Commission finds<(2)> that: A. From 1984 through March 1994, Conners worked in the securities industry as a registered representative associated with various broker-dealers. 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 (the "CWI entities"). In connection with that offering, CWI, certain of its principals and agents, as well as certain other entities and individual sales representatives, including Conners, 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 June 1993 through January 1995, Conners offered and sold more than $368,000 in CWI bonds. In connection with his sales of the CWI bonds, Conners made untrue statements of material facts to investors, including that: 1. the CWI bonds were fully secured through a first and irrevocable lien interest in certain assets of CWI in favor of investors; 2. the CWI bonds were fully insured to guarantee safety; and 3. CWI was an old company which had been issuing the CWI bonds for years. <(2)> The findings herein are made pursuant to Conners' 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====== D. From January 1994 through June 1994, Conners offered and sold approximately $450,000 of certain securities of the CWI entities. In connection with his sales of the securities of the CWI entities, Conners made untrue statements of material facts to investors, including that: 1. the CWI entities were established and ongoing businesses; and 2. the securities of the CWI entities were fully secured through a first and irrevocable lien interest in certain assets of those entities in favor of investors. Conners received over $105,000 in commissions from his sales of the CWI bonds and the securities of the CWI entities. Only $32,198 of these commissions are subject to disgorgement in this proceeding, as the remaining amount of commissions Conners received were sought by the Commission in a related civil proceeding. E. Based on the conduct described above, Conners willfully violated Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. F. On August 27, 1997 a Final Judgment and Order was entered against Conners by the United States District Court for the Western District of Pennsylvania (SEC v. C'est Lestial Waters, Inc., Civil Action No. 95-642). The Final Judgment and Order enjoined Conners from future 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 thereunder. Conners consented to the Final Judgment and Order, without admitting or denying the allegations in the Commission's Complaint. G. Conners has submitted a sworn financial statement and other evidence and has asserted his financial inability to pay disgorgement plus prejudgment interest. The Commission has reviewed the sworn financial statement and other evidence provided by Conners and has determined that Conners does not have the financial ability to pay disgorgement of $32,198 plus prejudgment interest. 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 Conners. Accordingly, IT HEREBY IS ORDERED that: ======END OF PAGE 3====== A. Conners be and hereby is barred from association with any broker, dealer, municipal securities dealer, investment adviser or investment company; B. Conners shall pay disgorgement of $32,198 plus prejudgment interest, but that payment of such amount be waived based upon Conners' 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 Conners provided accurate and incomplete financial information at the time such representations were made; (2) determine the amount of disgorgement and prejudgment interest to order Conners 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 Conners' 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 Conners was fraudulent, misleading, inaccurate and incomplete in any material respect, the amount of civil penalty to be imposed and whether any additional remedies should be imposed. Conners 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 ======END OF PAGE 4====== remedies that were available in the original proceeding. This order shall not affect any liability owed by any entity owned, in full or in part, or controlled by Conners that is a defendant in the civil action cited above. By the Commission. _____________________________ Jonathan G. Katz Secretary ======END OF PAGE 5======