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U.S. Securities and Exchange Commission

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933
Release No. 7781 / November 23, 1999

SECURITIES EXCHANGE ACT OF 1934
Release No. 42171 / November 23, 1999

Administrative Proceeding File No. 3-9367

In the Matter of

AMERICORP SECURITIES, INC.
and DREW EDGAR SCHAEFER,
Respondents

NOTICE OF PROPOSED
PLAN OF DISGORGEMENT
DISTRIBUTION AND
OPPORTUNITY FOR COMMENT
BY THIRD PARTIES

Notice is hereby given, pursuant to Rule 612 of the Rules of Practice of the United States Securities and Exchange Commission ("Commission"), 17 C.F.R. 201.612, that the Division of Enforcement ("Division") has filed its proposed Plan of Disgorgement Distribution ("Distribution Plan") in the above matter with the Commission.

OPPORTUNITY TO COMMENT

Pursuant to this notice, all interested parties are advised that the Distribution Plan may be obtained by submitting a written request to Timothy G. Hansen, Esq., United States Securities and Exchange Commission, 7 World Trade Center, 13th Floor, New York, New York 10048. Further, all persons desiring to comment on the Disgorgement Plan may submit their views, in writing, no later than December 23, 1999 to the Office of the Secretary, United States Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.

THE DISTRIBUTION PLAN

Pursuant to an order entered by the Commission on consent on August 11, 1999, Drew Edgar Schaefer ("Schaefer") paid to the Commission a total of $200,000 in disgoregment. The disgorgement represents a portion of Americorp Securities, Inc.'s ("Americorp") and Schaefer's alleged unjust enrichment from a fraudulent scheme involving the initial public offering ("IPO") of securities in PHC, Inc. ("PHC"). Specifically, Americorp and Schaefer violated the Securities Act of 1933 and the Securities Exchange Act of 1934 by: (1) illegally soliciting aftermarket orders for the stock of PHC before its initial public offering on March 3, 1994 became effective; and (2) illegally delaying the execution of orders for PHC stock until the end of the trading day on March 3, 1994 in order to sell PHC stock to Americorp's customers at higher prices. See Americorp Securities, Inc. and Drew Edgar Schaefer, Exchange Act Release No. 41728 (August 11, 1999) ("Order").
The affected accounts are all retail customer accounts in which purchase orders for PHC common stock were executed by Americorp at the end of the day on March 3, 1994, in one of two batched transactions, at a price of $6 per share (including markup) (the "March 3, 1994 batched transactions") (the "Affected Accounts"). Affected Accounts, however, shall not include the accounts of Respondents or any officers, employees, and family members thereof, nor the three retail accounts into which Respondents placed approximately 19 percent of the units offered in the PHC IPO as part of a prearranged plan as described at Paragraph II.5. of the Order.

The Distribution Plan provides that the holders of the Affected Accounts ("Claimants") are entitled to receive their pro rata share of the disgorgement. Each Affected Account's pro rata share shall be calculated as follows: The disgorgement amount of $200,000 shall be divided by the total number of shares of PHC common stock purchased in all the Affected Accounts in the March 3, 1994 batched transactions (408,500), yielding a per share amount of $0.489596. Each individual Affected Account's pro rata distribution shall be calculated by multiplying the total number of shares of PHC common stock purchased in each Affected Account by $0.489596. All pro rata distributions shall be rounded to the nearest dollar ($1.00). For example, the pro rata distribution for an Affected Account that purchased 200 shares of PHC common stock is $98.
A Commission employee will act as administrator of the plan and will not receive any compensation other than her regular salary. Pursuant to the Distribution Plan, Proof of Claim forms will be sent to the holders of the Affected Accounts, to be returned within 45 days.
Eligible Claimants whose address has changed since March 3, 1994, or is expected to change, are encouraged to notify the Division of their current address by writing to Timothy G. Hansen, Esq., United States Securities and Exchange Commission, 7 World Trade Center, 13th Floor, New York, New York 10048, or by calling 212-748-8256.

For the Commission, by its Secretary, pursuant to delegated authority.

Jonathan G. Katz

Secretary

http://www.sec.gov/litigation/admin/33-7781.htm


Modified:11/23/1999