Release No. 41069 / October 28, 1999

File No. 3-9991

In the Matter of




In this proceeding ordered pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act"), Respondent Cery B. Perle ("Perle") has submitted an Offer of Settlement ("Offer") which the Commission has determined to accept.1 Solely for the purpose of this proceeding and any other proceeding brought by or on behalf of the Commission or in which the Commission is a party, and without admitting or denying the Commission's findings contained herein, except as to jurisdiction of the Commission over him and over the subject matter of this proceeding which are admitted, Respondent Perle by his Offer consents to the entry of the findings set forth below.


On the basis of this Order, the Order Instituting Public Administrative Proceeding and the Offer of Settlement submitted by Perle, the Commission finds that:

A. From at least September 1995 to March 1999, Waldron & Co., Inc. ("Waldron") was a broker-dealer registered with the Commission (File No. 8-11329). On March 9, 1999, the Commission canceled Waldron's registration as a broker-dealer.

B. Perle, age 37, during the relevant period held Series 7 and 24 licenses and was the president of Waldron. Perle was also a one-third owner of Aubry/Perle Holdings, the holding company which owned Waldron. Between September 1995 and his dismissal in August 1998, Perle controlled all of Waldron's operations.

C. A Final Judgment of Permanent Injunction and Other Relief ("Final Judgment") was entered in the United States District Court for the Central District of California against Perle on February 11, 1999, pursuant to the granting of summary judgment for the Commission. The Final Judgment permanently enjoins Perle from violating Section 17(a) of the Securities Act of 1933 and Sections 10(b) and 15(c)(1) of the Exchange Act and Rules 10b-5 and 15c1-2 thereunder, and requires Perle to pay $110,000 in civil penalties. SEC v. Waldron & Co., Inc. and Cery B. Perle, Civil Action No. 99-3299 DT (Ex) (C.D. Cal.).

D. The Commission's complaint in the action referenced in paragraph II.C alleged that Perle manipulated the market for the stock of, a start up Internet retailer based in Corona del Mar, California. Specifically, the complaint alleged that, from November 25, 1997 to March 23, 1998, Perle artificially raised the price of stock from its initial public offering price of $9.00 per share to a high of $32.13 per share by controlling the supply and by creating artificial demand for the security. In controlling the supply of stock, the complaint alleged that Perle, among other things, purchased large blocks of stock to reduce the number of shares available for public trading, executed unauthorized trades, parked stock in customer accounts and restricted customers from selling stock held in their accounts. To create artificial demand, the complaint alleged that Perle issued a false and misleading press release and, while Waldron was acting as a market maker, caused Waldron to raise the bid for the security without economic justification.


In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in Perle's Offer.

Accordingly, it is hereby ordered that pursuant to Sections 15(b) and 19(h) of the Exchange Act, Perle be, and hereby is, barred from association with any broker or dealer.

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

Jonathan G. Katz



1 The Order Instituting Public Administrative Proceeding Pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Order Instituting Public Administrative Proceeding") in this matter was issued on August 30, 1999.