Larry W. Tyler

SECURITIES EXCHANGE ACT OF 1934
Release No. 44314 / May 17, 2001

SECURITIES ACT OF 1933
Release No. 7978 / May 17, 2001

ADMINISTRATIVE PROCEEDING
File No. 3-10487

I.

The Securities and Exchange Commission ("Commission") deems it appropriate, in the public interest and for the protection of investors that public proceedings be, and hereby are, instituted pursuant to Sections 15(b), 19(h) and 21C of the Securities Exchange Act of 1934 ("Exchange Act") and Section 8A of the Securities Act of 1933 ("Securities Act") against Larry W. Tyler ("Tyler").

In anticipation of the institution of these proceedings, Tyler has submitted an Offer of Settlement ("Offer") to the Commission, 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, prior to a hearing pursuant to the Commission's Rules of Practice, 17 C.F.R. § 201.100 et seq., and, without admitting or denying the findings contained herein, except those contained in paragraph II.A., and the jurisdiction of the Commission over him and the subject matter of these proceedings, which are admitted, Tyler consents to the issuance of this Order Instituting Public Administrative and Cease-and-Desist Proceedings, Making Findings, and Imposing Remedial Sanctions and Order to Cease and Desist ("Order"), and to the entry of the findings set forth below.

II.

On the basis of this Order and the Offer submitted by Tyler, the Commission finds that:¹

A. Tyler is a resident of Fort Worth, Texas and, from 1992 until December 1999, was a registered representative associated with various broker-dealers registered with the Commission. From June 1995 to December 1999, Tyler was a registered representative employed by Sunpoint Securities, Inc. ("Sunpoint"), a broker-dealer registered with the Commission during that period.

B. During the period from at least August 1995 until June 1997, Tyler willfully violated, and committed and caused 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, and aided and abetted, and caused, violations by Sunpoint of Sections 15(b)(7) and 17(a) of the Exchange Act and Rules 15b7-1 and 17a-3 thereunder, as more fully described in paragraphs C, D and E below.

C. From at least August 1995 through June 1997, Tyler offered and sold to certain of his customers high-risk, illiquid private placement investments. These unregistered securities did not meet many of his customers' investment needs and/or objectives. In these offers and sales, Tyler failed to disclose the high-risk, illiquid nature of these investments; he also failed to provide offering memoranda to customers, which would have disclosed the risk. Tyler also evaded the financial suitability requirements of the offerings by submitting false statements of net worth for customers who may not have otherwise qualified financially to purchase these securities. In many instances, Tyler recommended multiple purchases of these securities, which caused an over concentration of high-risk, illiquid securities in his customers' accounts.

D. During his employment at Sunpoint, Tyler offered and sold these private placements to his customers even though he was not licensed to sell private placements. Tyler had other properly licensed registered representatives in Sunpoint's Fort Worth office, who had not participated in the offer and sale, sign the subscription agreements and other paperwork for the sale, and forward them to Sunpoint, which approved these improper sales.

E. As a result of Tyler's conduct described in paragraphs C and D above, Sunpoint failed to keep accurate books and records.

F. The securities Tyler sold were not registered with the Commission. With respect to one of the private placement offerings, his sales of these securities did not meet any of the exemptions to registration set forth in the federal securities laws.

III.

In view of the foregoing, the Commission deems it appropriate, in the public interest and for the protection of investors to impose the sanctions that are set forth in the Offer submitted by Tyler.

Accordingly, IT IS ORDERED that:

B. Tyler be, and is hereby, barred from association with any broker or dealer;

C. Tyler, pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act, cease and desist from committing or causing any violation of, and any future violation of, Sections 5(a), 5(c) and 17(a) of the Securities Act and Sections 10(b), 15(b)(7) and 17(a) of the Exchange Act and Rules 10b-5, 15b7-1 and 17a-3 thereunder;

C. Tyler shall, within 90 days of the entry of this Order, pay disgorgement of the amount of $128,924.78, plus prejudgment interest in the amount of $39,511.55, for a total amount of $168,436.33 to the United States Treasury. Such payment shall be: (1) made by United States postal money order, certified check, bank cashier's check or bank money order; (2) made payable to the Securities and Exchange Commission; (3) hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Stop O-3, Alexandria, Virginia 22312; and (4) submitted under cover letter that identifies Tyler as a Respondent in these proceedings, and the file number of these proceedings, a copy of which cover letter and money order or check shall be sent to Harold F. Degenhardt, District Administrator, Fort Worth District Office, 801 Cherry Street, Suite 1900, Fort Worth, Texas 76102; and

D. Tyler shall, within 90 days of the entry of this Order, pay a civil penalty in the amount of $75,000 to the United States Treasury. Such payment shall be: (1) made by United States postal money order, certified check, bank cashier's check or bank money order; (2) made payable to the Securities and Exchange Commission; (3) hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Stop O-3, Alexandria, Virginia 22312; and (4) submitted under cover letter that identifies Tyler as a Respondent in these proceedings, and the file number of these proceedings, a copy of which cover letter and money order or check shall be sent to Harold F. Degenhardt, District Administrator, Fort Worth District Office, 801 Cherry Street, Suite 1900, Fort Worth, Texas 76102

By the Commission.

______________________
Jonathan G. Katz
Secretary

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