UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES ACT OF 1933 Release No. 7600 / October 27, 1998 ADMINISTRATIVE PROCEEDING File No. 3-9766 ______________________________________ In the Matter of NATIONAL INVESTORS COUNCIL and SKIP NORDSTROM, Respondents. ______________________________________ ORDER INSTITUTING PUBLIC CEASE-AND-DESIST PROCEEDING, MAKING FINDINGS AND ISSUING A CEASE-AND-DESIST ORDER I. The Securities and Exchange Commission ("Commission") deems it appropriate that a public cease-and-desist proceeding pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") be instituted against National Investors Council ("NIC") and Skip Nordstrom ("Nordstrom"). II. In anticipation of the institution of this proceeding, NIC and Nordstrom have each submitted an Offer of Settlement, each 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 NIC and Nordstrom each admits the jurisdiction of the Commission over each of them and over the subject matter of this proceeding, NIC and Nordstrom each consents to the entry of this Order Instituting Public Cease-and-Desist Proceeding, Making Findings and Issuing a Cease-and-Desist Order ("Order") set forth below. Accordingly, IT IS ORDERED that a proceeding pursuant to Section 8A of the Securities Act be, and hereby is, instituted. III. On the basis of this Order and the Offers of Settlement submitted by NIC and Nordstrom, the Commission finds that: A. RESPONDENTS 1. NIC is the fictitious business name for a Newport Beach, California publishing business owned and operated by Skip Nordstrom. NIC publishes two publications on the internet: Skip Nordstrom's Growthstock Newsletter ("Newsletter") and Portfolio Picks, both of which are found on NIC's website. 2. Nordstrom is forty-seven (47) years old and resides in Santa Ana, California. He is the sole employee and owner of NIC. B. FACTS 1. Nordstrom operates NIC out of his office located in Newport Beach, California. Nordstrom writes NIC's Newsletter and determines which issuers will be listed in NIC's Portfolio Picks. 2. Portfolio Picks provides an overview of approximately twelve companies which NIC represents have growth potential. Persons interested in a particular company can click on the stock symbol for the company within Portfolio Picks and receive information regarding current stock price and volume. A corporate digest summarizing the company's operations is also available. The Newsletter profiles small, publicly-held companies that, in Nordstrom's opinion, have a two to five year growth potential. The Newsletter is also available to subscribers via regular mail and has a circulation of approximately 1,000. Certain companies featured in the Newsletter have been listed, sometimes concurrently, in Portfolio Picks. 3. NIC charges a $900 monthly fee for a company to be listed in Portfolio Picks, for a minimum of three consecutive months. Under certain circumstances, NIC has agreed to reduce the monthly fee or accepted securities as payment. Prior to commencement of the Commission's investigation, NIC's website contained a disclaimer that readers should assume that NIC, its principals, officers, and employees have a vested interest in the companies presented on NIC's website, which may have been acquired under terms and conditions not available to the public. 4. Section 17(b) of the Securities Act prohibits any person from publishing, giving publicity to, or circulating any notice, circular, advertisement, newspaper, article, letter, investment service or communication which describes a security for a consideration received or to be received, directly or indirectly, from an issuer, underwriter or dealer, without fully disclosing the receipt, whether past or prospective, of such consideration and the amount thereof. As a result of the conduct identified in paragraphs III.B.1. through III.B.3., NIC and Nordstrom violated Section 17(b) of the Securities Act by publishing and giving publicity to communications which described issuers featured in Portfolio Picks in exchange for consideration, without disclosing the amount of such consideration. IV. Based on the foregoing, the Commission deems it appropriate to accept the Offers of Settlement submitted by NIC and Nordstrom. Accordingly, IT IS HEREBY ORDERED that: A. Pursuant to Section 8A of the Securities Act, NIC cease and desist from committing or causing any violation and any future violation of Section 17(b) of the Securities Act; and B. Pursuant to Section 8A of the Securities Act, Nordstrom cease and desist from committing or causing any violation and any future violation of Section 17(b) of the Securities Act. By the Commission. Jonathan G. Katz Secretary