SECURITIES AND EXCHANGE COMMISSION
Securities Act of 1933
Release No. 8094 / April 24, 2002
Securities Exchange Act of 1934
Release No. 45815 / April 24, 2002
File No. 3-10765
IN THE MATTER OF J.W. BARCLAY & CO., INC., ET AL.
The Securities and Exchange Commission today filed an Order Instituting Public Administrative and Cease-and-Desist Proceedings pursuant to Section 8A of the Securities Act of 1933 and Sections 21A and 15(b) of the Securities Exchange Act of 1934 ("Order"), against J.W. Barclay & Co., Inc. ("Barclay"), a broker-dealer registered with the Commission, the following persons formerly associated with Barclay: John A. Bruno ("Bruno"), Barclay's controlling person and president, who resides in Red Bank, New Jersey; Michael J. Wills ("Wills"), Barclay's vice president and managing partner, who resides in Summit, New Jersey; and the following former Barclay registered representatives (together, the "registered representatives"): Edgar B. Alacan ("Alacan"), who resides in Staten Island, New York; Emmanuel P. "Dexter" Cube ("Cube"), who resides in Middletown, New Jersey; Mayer Dallal ("Dallal"), who resides in Great Neck, New York; Danoo Noor, Sr. ("Noor"), who resides in Staten Island, New York; Emanuele A. Scarso ("Scarso"), who resides in Brooklyn, New York; and Michael Brian Scott ("Scott"), who resides in Nutley, New Jersey.
In the Order, the Division of Enforcement ("Division") alleges that the registered representatives engaged in fraudulent sales practices in the accounts of their customers. According to the Division, between June 1997 and December 1998, the registered representatives made unauthorized trades, made unsuitable trades, made material misstatements and omitted to state material facts concerning stocks, churned their customers' accounts and failed to execute sell orders or other instructions from their customers.
In addition, the Order alleges that Barclay, Bruno and/or Wills failed reasonably to supervise the activities of the registered representatives. The Order alleges that Barclay, Bruno and/or Wills instituted an inadequate supervisory system by failing to hire enough supervisors for the number of registered representatives associated with Barclay, and by failing to establish adequate procedures designed to detect and prevent sales practice violations and securities fraud resulting from those violations. Barclay, Bruno and/or Wills also ignored or failed to recognize red flags regarding the registered representatives' misconduct, including but not limited to scores of customer complaints, the recommendations of Barclay's compliance director to discipline and/or fire certain registered representatives and to improve the firm's supervisory procedures, and examination reports and letters from the NASD concerning Barclay's supervisory personnel and procedures.
The Division further alleges that Alacan, Cube, Dallal, Noor, Scarso and Scott willfully violated Section 17(a) of the Securities Act of 1933 ("Securities Act"), and Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 promulgated thereunder. The Division also alleges that Barclay, Bruno and Wills failed reasonably to supervise the registered representatives within the meaning of Section 15(b) of the Exchange Act.
A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Barclay, Bruno, Wills, Alacan, Cube, Dallal, Noor, Scarso and Scott an opportunity to dispute the allegations against them, and to determine what sanctions, if any, are appropriate, including a suspension, bar, disgorgement, prejudgment interest, civil penalties, and in the case of the registered representatives, a cease-and-desist order.