UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 40531 / October 8, 1998 ADMINISTRATIVE PROCEEDING File No. 3-9757 _______________________________ : In the Matter of : ORDER INSTITUTING PUBLIC : PROCEEDINGS, MAKING FINDINGS MATTHEW THOMAS BURGASON : AND IMPOSING REMEDIAL : SANCTIONS PURSUANT TO SECTIONS : 15(b) AND 19(h) OF THE SECURITIES : EXCHANGE ACT OF 1934 _______________________________: I. The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that administrative proceedings be instituted pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act") against Matthew Thomas Burgason ("Burgason"), formerly a registered representative associated with broker-dealers registered with the Commission. In anticipation of the institution of these administrative proceedings, Burgason has submitted an Offer of Settlement that the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or to which the Commission is a party, and without admitting or denying the findings set forth herein, except that Burgason admits the Commission's jurisdiction over him and over the subject matter of these proceedings, and admits the findings set forth in Subparagraphs II.A. and II.D. below, Burgason consents to the entry of this Order Instituting Public Proceedings, Making Findings and Imposing Remedial Sanctions Pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Order") and to the imposition of the remedial sanctions set forth below. The Commission has determined that it is appropriate and in the public interest to accept Burgason's Offer of Settlement. II. On the basis of this Order, and the Offer of Settlement submitted by Burgason, the Commission finds that: A. Between October 1986 until August 1995, Burgason was a registered representative associated with broker-dealers registered with the Commission. B. During the period from in or about July 1992 through August 25, 1995, Burgason willfully violated Section 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Exchange Act and Rule l0b-5 thereunder, in connection with the offer, purchase and sale of certain securities, in that he, directly and indirectly, by use of the mails and the means and instruments of transportation and communication in interstate commerce, and the means and instrumentalities of interstate commerce; employed devices, schemes and artifices to defraud; obtained money and property by means of, and made untrue statements of material facts and omitted to state material facts necessary to make the statements made, in light of the circumstances under which they were made, not misleading; and engaged in transactions, acts, practices and courses of business which would and did operate as a fraud and deceit upon the purchasers of said securities and other persons. C. As part of the aforesaid conduct, Burgason misappropriated approximately $524,632 in funds from seventeen customers between July 1992 and August 1995. Burgason made false and misleading statements to his brokerage clients that funds tendered to Burgason for investment would be placed into a variable annuity program, rare coin investment program, or real estate loan program. Burgason misappropriated customer funds by depositing them into his personal account or accounts he controlled in the name of fictitious entities. Burgason then converted the funds and used them to pay personal expenses. To conceal his fraud, Burgason provided customers with falsified account statements and verbal assurances that their money had been invested legitimately. D. Based on the conduct described above, on February 28, 1997, Burgason pled guilty to fraudulent schemes and artifices in violation of Arizona Revised Statutes ("A.R.S.") 13-2310, 13-701, 13-702, 13-801, 13-2313, 13-2314 (class 2 felony) and also pled guilty to theft in violation of A.R.S. 13-801, 13-802(A)(2), 13-701, 13-801, 13-2313 and 13-2314 (class 2 felony). State of Arizona v. Matthew T. Burgason Criminal No. CR97- 01850. On May 2, 1997, Burgason was sentenced to three years imprisonment and ordered to pay restitution of $678,645.28. III. On the basis of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in the Offer of Settlement submitted by Burgason. Accordingly, IT IS HEREBY ORDERED that Burgason be, and hereby is: Barred from association with any broker, dealer, municipal securities dealer, investment adviser or investment company. By the Commission. Jonathan G. Katz Secretary