UNITED STATES OF AMERICA Before The SECURITIES AND EXCHANGE COMMISSION SECURITIES ACT OF 1933 Release No. 7367 / December 2, 1996 SECURITIES EXCHANGE ACT OF 1934 Release No. 38004 / December 2, 1996 ADMINISTRATIVE PROCEEDING File No. 3-9194 -------------------------- : ORDER INSTITUTING PUBLIC In the Matter of : ADMINISTRATIVE PROCEEDING : PURSUANT TO SECTIONS 15(b) AND PHILIP S. SINDLER : 19(h) OF THE SECURITIES EXCHANGE : ACT OF 1934, MAKING FINDINGS, : AND IMPOSING REMEDIAL SANCTIONS ------------------------- I. In connection with proposed administrative proceedings pur- suant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act"), Philip S. Sindler ("Sindler") has submitted an Offer of Settlement ("Offer") which the Commission has determined is in the public interest 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, Respondent Adams, without admitting or denying the findings, except as to jurisdiction and the entry of the order of permanent injunction described in paragraph III.K. below, which are admitted, consents to the entry of this Order instituting proceedings, making findings and imposing the remedial sanctions contained in this Order. II. Accordingly, IT IS ORDERED that public proceedings pursuant to Sections 15(b) and 19(h) of the Exchange Act be, and hereby are, instituted.. ==========================================START OF PAGE 2====== III. On the basis of this Order Instituting Public Proceedings and the Offer of Settlement submitted by the Respondent, the Commission finds that:-[1]- A. Sindler, age 47, resides in Dallas, Texas. During the relevant time period, Sindler was associated with Hamilton Williams & Co., Inc., a broker-dealer formerly registered with the Commission (8-33994). Sindler also has worked as an organizer and promoter of penny stock companies since early 1970's. B. In or about May 1988, Carl E. Lovell ("Lovell"), former city attorney for the City of Las Vegas, organized and incorporated Triste Corporation ("Triste") under the laws of Nevada ostensibly to operate a business school. C. In or about May 1988, Adams Securities began doing business as a registered broker-dealer with James Adams ("Adams") as its principal. Adams Securities was wholly owned by Benson Corporation, a holding company 67 percent of whose stock was owned by Bernard Sindler (Sindler's father) and 33 percent by Adams. Sindler caused about 38 brokerage accounts to be opened at Adams Securities in his own name, in the names of corporations he controlled and in the names of personal and business associates. D. In or about August 1988 Triste conducted an initial public offering pursuant to Rule 504 of Regulation D. Lovell controlled this initial public offering by having all of the shares purchased by a group of investors acting under his instructions. Following the sham initial public offering, Lovell stripped Triste of its business purpose making it a shell corporation without business or assets. E. In or about August 1988, Lovell agreed to sell Sindler all of the stock of Triste, both the restricted shares and those purportedly owned by public investors, at prearranged prices set to yield a fifty percent profit to the Lovell controlled shareholders. This arrangement transferred effective control of the total public float of the securities to Sindler. The securities were to be delivered to Sindler from accounts that the investors controlled by Lovell maintained at Fitzgerald Talman Inc., a Denver based brokerage firm with a branch office in Las Vegas. ---------FOOTNOTES---------- -[1]- The findings herein are made pursuant to Respondent Sindler's Offer of Settlement and are not binding on any other person or entity named as a respondent in this or any other proceeding.. ==========================================START OF PAGE 3====== F. On or about November 1, 1988 Sindler instructed James Adams, the principal of Adams Securities located in Las Vegas, Nevada, to purchase 3,000,000 shares of Triste Corporation, representing the entire public float of the corporation's securities, from Fitzgerald Talman. Sindler specified which of the 38 brokerage accounts were to be used to purchase the stock, the dates on which the purchases were to be made, the number of shares to be purchased in each account, and the price that would be paid. Adams wrote down Sindler's instructions, but then destroyed this memorandum of his conversation with Sindler as soon as the purchases were completed. G. From November 8 through 10, 1988, Adams purchased the entire public float of Triste common stock from Fitzgerald Talman in accordance with Sindler's instructions. The purchases included 375,000 shares of Triste stock bought in Sindler's own account and in the account of E.J. Corporation, a nominee account controlled by Sindler. The purchases were controlled, thwarting the normal market forces of supply and demand and, as such, constituted manipulative practices in furtherance of the scheme to defraud. H. On or about November 25, 1988, Sindler caused Triste Corporation to merge with a privately held corporation, Omni USA, Inc. ("Omni"), and the surviving company's name was changed to Omni. Following the merger, Sindler sold some, but not all of his Omni stock to public investors at substantially increased prices. I. On October 6, 1993, Sindler pled guilty to one count of violating 18 U.S.C. .371; U.S. v. Philip Sindler , CR-S-93- 268-PMP (U.S.D.C. Nev. 1993). In his sworn plea, Respondent Sindler admitted, among other things, that he acted with others to manipulate the price of Triste securities. J. On , 1996, the Commission filed a complaint in United States District Court for the District of Nevada alleging, among other things, that Sindler, along with others, manipulated the price of Triste/Omni securities. K. On , 1996, Sindler was permanently restrained and enjoined in SEC v. Philip S. Sindler, Civil Action No. (U.S.D.C. Nev. 1996), from future violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.. ==========================================START OF PAGE 4====== IV. In view of entry of the injunction discussed in paragraphs III. C. and D. above, the Commission finds it is in the public interest to impose the sanctions specified by Sindler in his Offer. Accordingly, IT IS ORDERED that Respondent Sindler is hereby barred from association with any broker, dealer, investment adviser, investment company, or municipal securities dealer. By the Commission. Jonathan G. Katz Secretary