UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 40265 / July 27, 1998 ADMINISTRATIVE PROCEEDING File No. 3-9656 :ORDER INSTITUTING PUBLIC In the Matter of :ADMINISTRATIVE PROCEEDING :PURSUANT TO SECTIONS RUDY CROSSWELL and :15(b) AND 19(h) OF THE PAULA G. DEN BOER, :SECURITIES EXCHANGE ACT :OF 1934, MAKING FINDINGS Respondents. :AND IMPOSING REMEDIAL :SANCTIONS I. The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that a public administrative proceeding pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act") be instituted against Rudy Crosswell ("Crosswell") and Paula G. Den Boer ("Den Boer"). II. In anticipation of the institution of this proceeding, Crosswell and Den Boer each have submitted an Offer of Settlement, both of which 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 in which the Commission is a party, and without admitting or denying the findings contained herein, except that Crosswell and Den Boer admit the jurisdiction of the Commission over each of them and over the subject matter of this proceeding and the entry of a Final Judgment of Permanent Injunction and Other Relief against each of them as set forth in Section III.D., Crosswell and Den Boer consent to the entry of this Order Instituting Public Administrative Proceeding Pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions ("Order") set forth below. Accordingly, IT IS ORDERED that a proceeding pursuant to Sections 15(b) and 19(h) of the Exchange Act be, and hereby is, instituted. III. On the basis of this Order, Crosswell's Offer of Settlement and Den Boer's Offer of Settlement, the Commission finds that:[1] A.From approximately August 1985 to March 1990, Crosswell was a registered representative associated with Advantage Capital Corporation, a broker-dealer registered with the Commission. B.From approximately March 1991 to October 1992, Den Boer was a registered representative associated with PRUCO Securities Corporation, a broker-dealer registered with the Commission. C.Further, from approximately January 1994 to December 1994, Den Boer was a registered representative associated with Protective Equity Services, Inc., a broker-dealer registered with the Commission. D.On July 17, 1998, a Final Judgment of Permanent Injunction and Other Relief ("Judgment") was entered in the United States District Court for the District of Arizona against Crosswell and Den Boer. The Judgment permanently enjoins Crosswell and Den Boer from violations of Sections 5(a) and 5(c) of the Securities Act of 1933 ("Securities Act"), and Section 15(a) of the Exchange Act. SEC v. Frank A. M. Luca, Rudy Crosswell, and Paula G. Den Boer, Civil Action No. CIV-97-1813 PHX EHC (D. Ariz.). E.The Commission's Complaint filed in the action described above alleges, among other things, that: (1) Crosswell first began working for Frank A. M. Luca, an Arizona businessman, as an independent sales agent in 1987; (2) Den Boer first began working for Frank A. M. Luca as an independent sales agent in 1993; (3) Crosswell and Den Boer, directly or indirectly, through the use of the means or instruments of transportation or communication in interstate commerce or the mails, offered to sell or sold to investors securities in the form of limited partnership units or notes issued by Frank A. M. Luca (or his related entities), or, directly or indirectly, carried or caused such securities to be carried through the mails or in interstate commerce, for the purpose of delivery after sale, when no registration statement had been filed with the Commission or was in effect with respect to those securities, in violation of Sections 5(a) and 5(c) of the Securities Act; and (4) Crosswell and Den Boer, directly or indirectly, made use of the mails or means or instrumentalities of interstate commerce to effect transactions in securities in the form of limited partnership units or notes issued by Frank A. M. Luca (or his related entities), without being registered as a broker or dealer in accordance with Section 15(b) of the Exchange Act, in violation of Section 15(a)(1) of the Exchange Act. IV. Based upon the foregoing, the Commission deems it appropriate and in the public interest to accept Crosswell's Offer of Settlement and Den Boer's Offer of Settlement, and to impose the sanctions specified in Crosswell's Offer of Settlement and Den Boer's Offer of Settlement. Accordingly, IT IS ORDERED that Crosswell be, and hereby is, suspended from association with any broker or dealer for a period of twelve (12) months, effective on the second Monday following the entry of this Order; IT IS FURTHER ORDERED that Den Boer be, and hereby is, suspended from association with any broker or dealer for a period of twelve (12) months, effective on the second Monday following the entry of this Order. V. Crosswell and Den Boer each shall provide to the Commission, within 30 days after the end of the twelve (12) month suspension period described above, an affidavit that he or she has complied fully with the sanctions described in Section IV., above. By the Commission. Jonathan G. Katz Secretary **FOOTNOTES** [1]:The findings herein are made pursuant to Crosswell's Offer of Settlement and Den Boer's Offer of Settlement and are not binding on any other person or entity in this or any other proceeding.