U.S. Securities & Exchange Commission
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U.S. Securities and Exchange Commission

Before the

Securities Exchange Act of 1934
Release No. 49753 / May 21, 2004

Investment Advisers Act of 1940
Release No. 2242 / May 21, 2004

Administrative Proceeding
File No. 3-11500

In the Matter of





The Securities and Exchange Commission (the "Commission") deems it appropriate and in the public interest that public administrative proceedings be instituted against Christopher Kent Bagdasarian ("Respondent") pursuant to Sections 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Section 203(f) of the Investment Advisers Act of 1940 ("Advisers Act").

In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement ("Offer"), which the Commission has determined to accept. Solely for the purpose of these proceedings 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 any of the findings contained herein, except as to the jurisdiction of the Commission over him and over the subject matter of these proceedings, and as to the findings contained in Section II below, which are admitted, Respondent consents to the entry by the Commission of this Order Instituting Public Administrative Proceedings, Making Findings and Imposing Remedial Sanctions ("Order").

Accordingly, IT IS HEREBY ORDERED that proceedings against Respondent be and hereby are instituted.


On the basis of this Order and the Offer, the Commission finds that:

A. At all relevant times, Respondent was the Chief Executive Offer and Chairman of the Board of Normandy America Inc. ("Normandy"), a Delaware corporation formed in 1994. In May 1995, Normandy filed a registration statement with the Commission for a $200 million initial public offering of securities. Normandy planned to operate, through a subsidiary, as a reinsurance company. According to its registration statement, Normandy's success as a reinsurer would depend on Respondent's ability to successfully invest its reinsurance premium income in a portfolio of equity securities. Normandy's registration statement became effective on August 11, 1995, and its stock, registered with the Commission pursuant to Exchange Act Section 12(g), commenced trading on the NADSAQ National Market System on August 15, 1995. On August 16, 1995, Normandy withdrew its offering from the market and rescinded all trades.

B. At all relevant times, Respondent was a partner in a private holding company that owned Criterion, a registered broker-dealer, and Criterion Investors, Inc., a registered investment adviser.

C. On September 26, 1996, the Commission filed a complaint against Respondent in the United States District Court for the Southern District of New York. [SEC v. Christopher K. Bagdasarian, No. 96-CV-7306 (S.D.N.Y.).] The Commission's complaint alleged, among other things, that: (1) Respondent engaged in a fraudulent scheme to fabricate an investment track record that was included in the registration statement for Normandy's initial public offering; (2) Respondent perpetrated the fraudulent scheme by repeatedly providing false and misleading information to the underwriters and underwriters' counsel; (3) Respondent falsely represented that he achieved a ten-year average annual return of 29.1% managing assets ranging from $250.6 million in 1990 to $731.3 million during 1994, when in fact Respondent managed no such assets; (4) Respondent falsely represented that the $731.3 million in managed assets were located in approximately thirty offshore structures, when in fact there were no such offshore structures; (5) Respondent falsely represented that all of the assets he managed had been disclosed in Normandy's registration statement, and that he had sole authority to make investment decisions for those assets, when in fact Respondent managed approximately $45 million in additional assets that were not disclosed; and (6) Respondent directed one of his employees to impersonate an investor and provide false information to the underwriters concerning Respondent's investment performance and assets under management.

D. On May 8, 2001, the U.S. District Court for the Southern District of New York entered a Final Judgment against Respondent in the civil enforcement action filed by the Commission. The Final Judgment permanently restrained and enjoined Respondent from future violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Section 17(a) of the Securities Act of 1933.


Based on the foregoing, the Commission deems it appropriate and in the public interest to accept the Offer submitted by Respondent.

Accordingly, IT IS HEREBY ORDERED that Respondent Christopher Kent Bagdasarian be, and hereby is, barred from association with any broker, dealer or investment adviser.

Any reapplication for association by the Respondent will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against the Respondent, whether or not the Commission has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a customer, whether or not related to the conduct that served as the basis for the Commission order; and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for the Commission order.

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

Jonathan G. Katz



Modified: 05/21/2004