Members Service Corporation

SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 16248 / August 11, 1999

Securities and Exchange Commission v. Members Service Corporation, et al.,
Civil Action No. 97 CV 01146 (HHK) D.D.C.

The United States Securities and Exchange Commission announced that it entered into settlements with defendants Todd H. Moore, Charles V. Payne and Wall Street Strategies, Inc. The Commission's Complaint names ten defendants and alleges violations of the securities registration, reporting and antifraud provisions in connection with abuses of Regulation S in the offer and sale of securities of Members Service Corporation. (LR 15371)

Todd H. Moore, a resident of Seattle, Washington, is a former majority owner of Wall Street Strategies, Inc. and was the President of M&S Promotions, a corporation that provided public relations services to Members. Without admitting or denying the alleged violations, Moore consented to the entry of a permanent injunction against violations of Sections 5(a), 5(c), 17(a) and 17(b) of the Securities Act of 1933 and Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934. In addition, Moore consented to an order which requires him to disgorge $241,000 plus $154,282.96 in prejudgment interest, but which waives payment of all but $50,000 of those amounts based upon his inability to pay.

Charles V. Payne is a resident of New York, New York and is the President of Wall Street Strategies, Inc. The Complaint alleges that on at least eight occasions, Wall Street Strategies recommended that its clients purchase Members stock through recorded messages on its telephonic stock recommendation service. The Complaint also alleges that Payne failed to disclose that he received payments from Members to promote Members stock. Without admitting or denying the alleged violations, Payne consented to the entry of a permanent injunction against violations of Section 17(b) of the Securities Act of 1933. In addition, Payne agreed to pay a civil penalty of $25,000.

Wall Street Strategies, Inc. is based in New York City. Without admitting or denying the alleged violations, Wall Street Strategies, Inc. consented to the entry of a permanent injunction against violations of Section 17(b) of the Securities Act of 1933. In addition, the company agreed to pay a civil penalty of $10,000.