-------------------- BEGINNING OF PAGE #1 ------------------- UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 36454 / November 3, 1995 ADMINISTRATIVE PROCEEDING File No. 3-8878 ___________________________________ : In the Matter of : ORDER INSTITUTING : PROCEEDINGS PURSUANT TO MICHAEL W. ADAMS, : SECTIONS 15(b) AND DONALD H. STRINGER, : 19(h) OF THE SECURITIES VICTOR G. CAMPANA, and : EXCHANGE ACT OF 1934, SAINT CLAIR AINSLEY KNIGHT, JR., : MAKING FINDINGS AND : IMPOSING REMEDIAL Respondents. : SANCTIONS ___________________________________: I. The United States Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be instituted pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act") against Michael W. Adams ("Adams"), Donald H. Stringer ("Stringer"), Victor G. Campana ("Campana") and Saint Clair Ainsley Knight, Jr. ("Knight"). Accordingly, IT IS HEREBY ORDERED that public adminstrative proceedings pursuant to Sections 15(b) and 19(h) of the Exchange Act be, and hereby are, instituted. II. In anticipation of the institution of these proceedings, Adams, Stringer, Campana and Knight each have submitted an Offer of Settlement ("Offer") that the Commission has determined to accept. Solely for the purpose of this proceeding, and any other proceeding brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings contained herein, except those findings pertaining to the Commission's jurisdiction over them and the subject matter of these proceedings and the findings as to each of them that they have been enjoined from engaging in or continuing certain conduct or practices in connection with the purchase or sale of any security, which they admit, Adams, Stringer, Campana and Knight, by their Offers, each consent to the entry of the findings and the imposition of the remedial sanctions pertaining to them set forth herein. III. On the basis of this Order Instituting Proceedings Pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions ("Order") and the Offers submitted by Adams, Stringer, Campana and Knight, the Commission finds the following: -------------------- BEGINNING OF PAGE #2 ------------------- A. Background 1. On April 5, 1994, the Commission filed a Complaint for a Temporary Restraining Order, Preliminary and Permanent Injunctions, Other Equitable Relief and Civil Monetary Penalties ("Complaint"), captioned SEC v. Norman L. Brooks, et al., Civil Action No. 94-167-JD (D.N.H.), alleging that Adams, Stringer, Campana and Knight each violated certain of the antifraud, securities registration and broker- dealer registration provisions of the federal securities laws. 2. Specifically, the Complaint alleged, among other things, that: (i) Adams, Campana, Stringer and Knight offered and sold promissory notes through fraudulent omissions and misrepresentations of material facts; (ii) Adams', Campana's, Stringer's and Knight's offering and selling activity was part of an offering of securities that should have been, but was not, registered with the Commission; and (iii) Adams, Campana, Stringer and Knight should have been, but were not, registered with the Commission as broker-dealers or associated with broker-dealers registered with the Commission, in connection with their offering and selling activity. B. Adams 1. Adams, a resident of Arlington, Texas, was an associated person of a broker-dealer registered with the Commission pursuant to Section 15(a) of the Exchange Act at all times relevant hereto. 2. On July 12, 1995, without admitting or denying any of the allegations contained in the Complaint except those allegations pertaining to jurisdiction which he admitted, Adams consented to the entry of a Final Judgment of Permanent Injunction, Disgorgement and Civil Monetary Penalties as to Defendants Michael W. Adams, Adams Financial Group, Inc., and Adams Financial Services ("Adams Final Judgment"), which was entered by The Honorable Joseph A. DiClerico, Chief Judge, U.S. District Court for the District of New Hampshire on October 17, 1995. 3. Pursuant to the Adams Final Judgment, Adams is permanently enjoined from engaging in or continuing certain conduct or practices in connection with the purchase or sale of any security, i.e., violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b- 5 thereunder. C. Stringer 1. Stringer, a resident of Denton, Texas, was an associated person of a broker-dealer registered with the Commission pursuant to Section 15(a) of the Exchange Act at all times relevant hereto. -------------------- BEGINNING OF PAGE #3 ------------------- 2. On September 21, 1994, without admitting or denying any of the allegations contained in the Complaint except those allegations pertaining to jurisdiction which he admitted, Stringer consented to the entry of a Final Judgment of Permanent Injunction, Disgorgement and Civil Monetary Penalties as to Defendant Donald H. Stringer ("Stringer Final Judgment"), which was entered by The Honorable Joseph A. DiClerico, Chief Judge, U.S. District Court for the District of New Hampshire on October 17, 1995. 3. Pursuant to the Stringer Final Judgment, Stringer is permanently enjoined from engaging in or continuing certain conduct or practices in connection with the purchase or sale of any security, i.e., violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b- 5 thereunder. C. Campana 1. Campana, a resident of Lexington, Massachusetts, was an associated person of a broker-dealer registered with the Commission pursuant to Section 15(a) of the Exchange Act at all times relevant hereto. 2. On September 26, 1994, without admitting or denying any of the allegations contained in the Complaint except those allegations pertaining to jurisdiction which he admitted, Campana consented to the entry of a Final Judgment of Permanent Injunction, Disgorgement and Civil Monetary Penalties as to Defendant Victor G. Campana ("Campana Final Judgment"), which was entered by The Honorable Joseph A. DiClerico, Chief Judge, U.S. District Court for the District of New Hampshire on October 17, 1995. 3. Pursuant to the Campana Final Judgment, Campana is permanently enjoined from engaging in or continuing certain conduct or practices in connection with the purchase or sale of any security, i.e., violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b- 5 thereunder. D. Knight 1. Knight, a resident of Garden City, South Carolina, was an associated person of a broker-dealer registered with the Commission pursuant to Section 15(a) of the Exchange Act at all times relevant hereto. 2. On December 1, 1994, without admitting or denying any of the allegations contained in the Complaint except those allegations pertaining to jurisdiction which he admitted, Knight consented to the entry of a Final Judgment of Permanent -------------------- BEGINNING OF PAGE #4 ------------------- Injunction, Disgorgement and Civil Monetary Penalties as to Defendant Saint Clair Ainsley Knight, Jr. ("Final Judgment"), which was entered by The Honorable Joseph A. DiClerico, Chief Judge, U.S. District Court for the District of New Hampshire on October 17, 1995. 3. Pursuant to the Final Judgment, Knight is permanently enjoined from engaging in or continuing certain conduct or practices in connection with the purchase or sale of any security, i.e., violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b- 5 thereunder. 4. On March 22, 1994, Knight entered a plea of guilty to ten counts of violating state securities laws in a criminal action captioned, South Carolina v. Saint Clair Ainsley Knight, Jr., 94-GS-26-341, 348 and 417-24 (15th Judicial Circuit), which was based upon essentially the same activities involving the sale of securities alleged in the Complaint, and Knight was sentenced to three years incarceration suspended on probation and required to perform two hundred hours of community service. IV. In view of the foregoing, the Commission deems it appropriate and in the public interest to accept the Offers submitted by Adams, Stringer, Campana and Knight and impose the sanctions specified in their respective Offers. Accordingly, IT IS HEREBY ORDERED that Adams, Stringer, Campana and Knight be, and hereby are, barred from association with any broker, dealer, municipal securities dealer, investment adviser or investment company. By the Commission. Jonathan G. Katz Secretary