UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 41134 / March 3, 1999 ADMINISTRATIVE PROCEEDING File No. 3-9843 : In the Matter of : ORDER INSTITUTING A PUBLIC PROCEEDING : PURSUANT TO SECTIONS 15(b) AND 19(h) OF THE : SECURITIES EXCHANGE ACT OF 1934, MAKING Rodney W. Helm, : FINDINGS AND IMPOSING REMEDIAL SANCTIONS : Respondent : : I. The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that a proceeding be instituted pursuant to Sections 15(b)(6) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act") with respect to Rodney W. Helm ("Helm"). In anticipation of the institution of these proceedings, Helm has submitted to the Commission an Offer of Settlement which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party and without admitting or denying the findings, except those contained in paragraphs III(A) and (B) below, which are admitted, Helm consents to the entry of this Order Instituting a Public Proceeding Pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions ("Order"). II. Accordingly, IT IS ORDERED that a proceeding pursuant to Sections 15(b)(6) and 19(h) of the Exchange Act is hereby instituted. III. On the basis of this Order and the Offer of Settlement submitted by Helm, the Commission finds that: A. From approximately November 1989 to August 1990, Helm was the de facto branch manager of Wainwright, Austin, Stone and Co.'s Las Vegas branch office. Wainwright, Austin, Stone and Co. was a broker-dealer registered with the Commission pursuant to Section 15(b) of the Exchange Act; B. On January 27, 1997, Helm was convicted, on his plea of guilty, of one count of securities fraud in violation of Title 15, U.S.C., Sections 78j(b) and 78ff. U.S. v. Rodney W. Helm. (Case No. 95-CR-126-S) (D. Colo.); and C. The indictment underlying Helm's conviction alleged, among other things, that Helm made false statements to investors concerning U.S. Mint's business and that he accepted $22,700 in bribes in return for promoting and selling U.S. Mint stock. IV. In view of the foregoing, it is in the public interest to impose the sanctions specified in the Offer of Settlement. Accordingly, IT IS ORDERED THAT Helm be, and hereby is, barred from association with any broker, dealer, investment company, investment adviser or municipal securities dealer. By the Commission. Jonathan G. Katz Secretary CERTIFICATE OF SERVICE Rule 141 of the Commission's Rules of Practice provides that the Commission shall give appropriate notice of an order instituting proceedings on each person named in the order as a party. The Secretary may direct an interested division to assist in making service. The attached Order Instituting Administrative Proceedings Pursuant To Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 has been served on the following parties and other persons entitled to notice: Chief Administrative Law Judge Brenda P. Murray Securities and Exchange Commission 450 5th Street, NW, STOP 11-6 Washington, D.C. 20549 Charlotte L. Buford Branch of Regional Office Assistance Division of Enforcement Securities and Exchange Commission 450 5th Street, NW, STOP 8-9 Washington, D.C. 20549 Thomas D. Carter Central Regional Office Securities and Exchange Commission 1801 California Street, Suite 4800 Denver, Colorado 80202-2648 Larry Pozner Attorney for Rodney Helm 1890 Gaylord Denver, CO 80206 Rodney W. Helm 2172 East Hacienda Avenue Las Vegas, NV 89119