==========================================START OF PAGE 1====== UNITED STATES OF AMERICA before the SECURITIES AND EXCHANGE COMMISSION SECURITIES ACT OF 1933 RELEASE NO. 7366 / November 26, 1996 SECURITIES EXCHANGE ACT OF 1934 RELEASE NO. 37989 / November 26, 1996 Administrative Proceedings File No. 3-9191 In the Matter of DeSoto Broadcasting, Inc. and Danford Sawyer, Jr. The U.S. Securities and Exchange Commission has instituted cease- and-desist proceedings pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") against DeSoto Broadcasting, Inc. ("DeSoto") and Danford Sawyer, Jr. ("Sawyer"). DeSoto is a Florida corporation and corporate general partner of a Florida limited partnership which owns and operates a commercial television station headquartered in Sarasota, Florida. Sawyer is DeSoto's president, chief executive officer and a director. The cease-and-desist proceedings are based upon allegations that, in connection with the private offer of DeSoto common stock, between December 26, 1991 and continuing through February 8, 1994, DeSoto and Sawyer made material misrepresentations concerning certain contracts DeSoto purportedly consummated with third parties, DeSoto's future ability to achieve profitability and certain of the risks associated with the investment in violation of the anti-fraud provisions of the Securities Act and Exchange Act.