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U.S. Securities and Exchange Commission


Litigation Release No. 17302 / January 10, 2002

SEC v. Lawrence B. Irwin, James D. Cooper, III, and Burton Financial Management Associates, Inc., Civil Action No. 00 C 5996 (N.D. Ill.)

The Securities and Exchange Commission (SEC) today announced that on January 9, 2002, the Honorable Joan B. Gottschall, U.S. District Court Judge for the Northern District of Illinois, as part of a settlement, dismissed the SEC's complaint against Lawrence B. Irwin of Barrington, Illinois, and Burton Financial Management Associates, Inc. (BFMA), an Illinois company, in SEC v. Lawrence B. Irwin, et al., Civil Action No. 00 C 5996 pursuant to the stipulation of the parties. The complaint in that case alleged the same conduct reflected in an Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933 (Securities Act), Sections 15(b) and 21C of the Securities Exchange Act of 1934 (Exchange Act) and Section 203(f) of the Investment Advisers Act of 1940, Making Findings, Imposing Remedial Sanctions and Issuing a Cease-and-Desist Order (Order), which was entered on December 21, 2001, against Irwin and BFMA.

Under the settlement, Irwin and BFMA, without admitting or denying the Commission's findings, except as to jurisdiction, which is admitted, consented to the entry of the Order. The Order finds that (1) Irwin acted as an unregistered broker-dealer; (2) BFMA issued and, through Irwin, offered and sold unregistered promissory notes, about which Irwin failed to disclose material facts to investors about the quality of the notes and the use of proceeds; and (3) BFMA issued, and through Irwin and others, offered and sold interests in various Illinois real estate limited partnerships, about which Irwin and others failed to disclose material facts to investors regarding the risk associated with the investments and the use of proceeds. The Order further finds that Irwin willfully violated and BFMA violated Sections 5(a), 5(c) and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; and that Irwin willfully violated Sections 15(a)(1) and 15(c)(1) of the Exchange Act and Rule 15c1-2 thereunder. Irwin and BFMA consented to the entry of cease-and-desist orders against them. Irwin also consented to an order to pay a $50,000 civil penalty and a bar from associating with any broker, dealer or investment adviser with the right to reapply for association after two years.


Modified: 01/22/2002