UNITED STATES OF AMERICA before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 40860 / December 29, 1998 ACCOUNTING AND AUDITING ENFORCEMENT Release No. 1094 / December 29, 1998 ADMINISTRATIVE PROCEEDING File No. 3-9798 ________________________________ : : ORDER INSTITUTING A In the Matter of : PUBLIC PROCEEDING AND : OPINION AND ORDER MICHAEL W. ROBERTS, CPA, : PURSUANT TO RULE 102(e) : OF THE COMMISSION’S Respondent. : RULES OF PRACTICE : ________________________________: I. The Securities and Exchange Commission (Commission) deems it appropriate and in the public interest that a public administrative proceeding be, and hereby is, instituted against Michael W. Roberts (Roberts) pursuant to Rule 102(e) of the Commission’s Rules of Practice.[1] II. In anticipation of the institution of this proceeding, Roberts has submitted an Offer of Settlement (Offer), which the Commission has determined to accept. Solely for the purpose of this proceeding and any other proceedings brought by or on behalf of the Commission or to which the Commission is a party, Roberts consents to the issuance of this Order, the entry of the findings contained herein, and the imposition of the sanction set forth below without admitting or denying the findings or conclusions contained herein except that he admits (1) the Commission’s jurisdiction over him and the subject matter of this proceeding and (2) the entry of the permanent injunction against him described in Section III. C. below. III. The Commission makes the following findings:[2] A. Respondent Michael W. Roberts, age 39, is a certified public accountant licensed in the State of Missouri. Roberts began working for Oliver Transportation, Inc. (OTI) in August 1994, and was the company’s assistant secretary and controller from December 1994 through August 1995. B. Oliver Transportation, Inc. OTI was a Delaware corporation, headquartered in Mexico, Missouri. It provided freight transportation services throughout the United States through a fleet of more than 600 flatbed trucks. During the relevant period, OTI was registered with the Commission pursuant to Section 12(b) of the Securities Exchange Act of 1934 (Exchange Act), and was required to file periodic reports with the Commission pursuant to Section 13(a) of the Exchange Act. During the relevant period, the company’s common stock was traded on the Boston Stock Exchange and quoted on the Nasdaq Small Cap Market. In August 1995, OTI ceased business operations, and its stock was delisted. C. Facts By judgment of the United States District Court for the Eastern District of Missouri, Roberts is permanently enjoined from violating Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13b2-1, and 13b2-2 thereunder. SEC v. John F. "Pete" Oliver et al., Civil Action No. 2:98CV75 (DJS) (E.D. Mo., consent judgment entered Dec. 23, 1998). The Commission’s complaint, filed on December 16, 1998, alleged, among other things, the following: Beginning in February 1993 and continuing through at least June 1995, senior management and others employed by OTI perpetrated a scheme whereby phony customer orders and, in turn, phony accounts receivable were recorded in OTI’s books and records. As a result of the scheme, the financial statements and other disclosures in OTI’s registration statement in June 1993 and subsequent periodic filings with the Commission were materially false and misleading. In furtherance of the scheme, while he was employed by OTI, Roberts caused OTI’s books and records to be materially false and misleading and provided false information to the company’s independent auditors in connection with the audit of OTI’s financial statements. Roberts, as the company’s controller, assisted in the preparation of OTI’s financial statements that were included in OTI’s annual report on Form 10- K for its fiscal year ended September 30, 1994 and quarterly reports on Form 10-Q for its first and second quarters ended December 31, 1994 and March 31, 1995. These three reports were filed with the Commission. In connection with these filings, Roberts knew or was reckless in not knowing that each contained materially false and misleading information because OTI’s financial statements included phony accounts receivable. IV. Based on the foregoing, the Commission deems it appropriate and in the public interest to impose the sanction specified in Roberts’ Offer. Accordingly, it is ordered that, effective immediately, Roberts is denied the privilege of appearing or practicing before the Commission as an accountant. By the Commission. Jonathan G. Katz Secretary **FOOTNOTES** [1]: Rule 102(e)(3)(i), in relevant part, provides that the Commission may suspend from appearing or practicing before it any accountant who by name has been permanently enjoined, by a court of competent jurisdiction in an action brought by the Commission, from violating any provision of the federal securities laws or the rules and regulations thereunder. 17 C.F.R. §201.102(e)(3)(i). [2]: The findings herein are made pursuant to Roberts’ Offer and are not binding on any other person or entity in this or any other proceeding.