UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT Release No. 37671 / September 12, 1996 ADMINISTRATIVE PROCEEDINGS File No. 3-9078 ------------------------------------- : In the Matter of : ORDER INSTITUTING : PUBLIC ADMINISTRATIVE Stephen M. Jordan, Douglas A. Burnip, : PROCEEDINGS, MAKING Dennis A. Dunlap, Tina M. Applegate, : FINDINGS AND IMPOSING Miguel A. Lucas and Larry R. Ryan : REMEDIAL SANCTIONS : : -------------------------------------- I. The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public proceedings be instituted pursuant to Sections 15(b) and 19(h) of the Securities and Exchange Act of 1934 ("Exchange Act") against Stephen M. Jordan ("Jordan"), Douglas A. Burnip ("Burnip"), Dennis A. Dunlap ("Dunlap"), Tina M. Applegate ("Applegate"), Miguel A. Lucas ("Lucas") and Larry R. Ryan ("Ryan").-[1]- In anticipation of the institution of these proceedings, the Group Leaders have each submitted Offers 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 in which the Commission is a party, and without admitting or denying the findings contained in this Order, except as to jurisdiction and the facts set forth in paragraph II.D. below, which they admit, the Group Leaders consent to the issuance of this Order Instituting Public Proceedings, Making Findings and Imposing Remedial Sanctions ("Order") as set forth below. Accordingly, IT IS ORDERED that proceedings pursuant to ---------FOOTNOTES---------- -[1]- Jordan, Burnip, Dunlap, Applegate, Lucas and Ryan will hereinafter be referred to as the Group Leaders. The findings herein are made pursuant to the Group Leaders' offers of settlement and are not binding on any other person or entity named as a respondent in this or any other proceeding. ==========================================START OF PAGE 2====== Sections 15(b) and 19(h) of the Exchange Act be, and hereby are, instituted. II. On the basis of this Order Instituting Proceedings and the Offers of Settlement submitted by the Group Leaders, the Commission finds that: A. From August 1989 to August 1994, Jordan was a registered representative associated with Vestax Securities Corporation, a broker-dealer registered with the Commission pursuant to Section 15(b) of the Exchange Act. B. From August 1989 to August 1994, Burnip was a registered representative associated with Vestax Securities Corporation, a broker-dealer registered with the Commission pursuant to Section 15(b) of the Exchange Act. C. From October 1991 to November 1994, Dunlap was a registered representative associated with Jackson National Financial Services, Inc., a broker-dealer registered with the Commission pursuant to Section 15(b) of the Exchange Act. D. On June 20, 1996, Group Leaders Applegate, Burnip, Dunlap, Jordan and Lucas were enjoined by consent, by the United States District Court for the Southern District Of Ohio from violations of Sections 5(a), (c), 17(a)(1), (a)(2) and (a)(3) of the Securities Act of 1933 ("Securities Act") and Sections 10(b) and 15(a) and (c) of the Exchange Act and Rules 10b-5 and 15c1-2 promulgated thereunder. Securities and Exchange Commission v. Tina M. Applegate et al., No.C2-96-474 (S.D. Ohio 1996). In addition, August 1, 1996, Group Leader Ryan was enjoined by consent, by the United States District Court for the Northern District of Illinois for the same above-mentioned registration and antifraud provisions of the federal securities laws. Securities and Exchange Commission v. Larry R. Ryan, No. 96-CV- 04379 (N.D. Illinois 1996). E. The Commission's complaints in the actions described in paragraph II.D. above allege that from at least December 1992 to October 1993, the Group Leaders made use of the mails and means and instruments of interstate commerce to effect transactions in, and induce the purchase of, unregistered investment contracts of National Liquidators, Inc. ("NLI"), known as liquidation deals ("Liquidation Deals"), without being registered with the Commission as a broker or dealer. F. The Commission's complaints further allege that from at least December 1992 to October 1993, the Group Leaders misrepresented and omitted to disclose material facts to investors in the offer and sale of NLI's Liquidation Deals. The misrepresentations and omissions included, among other things, ==========================================START OF PAGE 3====== the existence of the Liquidation Deals, the risks associated with investing in the Liquidation Deals, the use of the investors' funds, the return on the investments and the commissions the Group Leaders and others would receive. III. In view of the foregoing, the Commission finds it is in the public interest to impose the sanction specified in the Offers of Settlement. ACCORDINGLY, IT IS ORDERED that, effective immediately, Stephen M. Jordan, Douglas A. Burnip, Dennis A. Dunlap, Tina M. Applegate, Miguel A. Lucas and Larry R. Ryan be barred from association with any broker, dealer, investment company, investment adviser and municipal securities dealer, with a right to reapply in two years with the appropriate self-regulatory agency or where there is none to the Commission. By the Commission. Jonathan G. Katz Secretary