==========================================START OF PAGE 1====== UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES ACT OF 1933 Release No. 7417 / April 22, 1997 SECURITIES EXCHANGE ACT OF 1934 Release No. 38538 / April 22, 1997 ADMINISTRATIVE PROCEEDING FILE NO. 3-9124 ______________________________ : In the Matter of : : MICHAEL D.GIBSON, : ORDER MAKING FINDINGS GREGORY C. MOORE : AND IMPOSING REMEDIAL JAY D. LIEBOWITZ, and : SANCTIONS WITH RESPECT DAVID MCCLURE : TO GREGORY C. MOORE : Respondents : : ______________________________: I. In these proceedings instituted pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Sections 15(b), 19(h) and 21C of the Securities Exchange Act of 1934 ("Exchange Act"), Respondent Gregory C. Moore has submitted an Offer of Settlement which the Securities and Exchange Commission (the "Commission") has determined to accept.-[1]- II. 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, and without admitting or denying the findings contained herein, except for those set forth in Section III. A. below, which are admitted, and prior to a hearing pursuant to the Commission's Rules of Practice, 17 C.F.R. 201.1 et seq., Moore, by his Offer, consents to the entry of the findings and the imposition of the remedial sanctions set forth below. ---------FOOTNOTES---------- -[1]- The Order Instituting Public Proceedings was issued by the Commission on September 30, 1996. In the Matter of Michael Gibson, et al., Admin. Proc. File No. 3-9124. ==========================================START OF PAGE 2====== III. On the basis of the Order Instituting Public Proceedings Pursuant to Section 8A of the Securities Act and Section 15(b), 19(h) and 21C of the Exchange Act against Moore, and the Offer submitted by Moore, the Commission finds-[2]- that: A. From 1986 through June 1995, Moore worked in the securities industry as a registered representative associated with various broker-dealers. B From May 1993 through January 1995, C'est Lestial Waters, Inc. ("CWI") raised over $7 million from more than 100 investors through the offering and sale of unregistered collateral trust bonds (the "CWI bonds"), as well as the securities of certain entities related to CWI. In connection with that offering, CWI, certain of its principals and agents, as well as certain other entities and individual sales representatives, including Moore, violated, variously, the securities registration, antifraud and broker-dealer registration provisions of the federal securities laws. Specifically, these entities and individuals made misrepresentations of material fact and failed to disclose material information concerning the collateral underlying the CWI bonds; the risk inherent in the investments and their relative safety, their status as exempt from registration with the Commission, and the use of offering proceeds. C. From October 1994 through January 1995, Moore offered and sold more than $196,000 in unregistered CWI bonds to two investors and received approximately $11,000 in commissions therefrom. In connection with his sales of the CWI bonds, Moore made untrue statements of material facts to investors, including that: 1. the CWI bonds were fully secured through a first and irrevocable lien interest in certain assets of CWI in favor of investors; 2. the proceeds of the CWI bonds were to assist CWI in corporate expansion; and 3. the financial stability of CWI was irrelevant ---------FOOTNOTES---------- -[2]- The findings herein are made pursuant to Moore's Offer and are not binding on any other person or entity in this or any other proceeding. ==========================================START OF PAGE 3====== because the CWI bonds were fully secured. D. Based on the conduct described above, Moore willfully violated Sections 5(a), 5(c) and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. IV. In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in the Offer submitted by Moore. Accordingly, IT HEREBY IS ORDERED that: A. Moore be and hereby is, suspended from association with any broker, dealer, investment adviser, investment company or municipal securities dealer, for a period of nine (9) months. Within thirty (30) days after the end of the suspension period, Moore shall provide the Commission with an affidavit that states that he has complied fully with the suspension. B. Moore permanently cease and desist from committing or causing any violations, and committing or causing any future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. C. Moore shall pay disgorgement of $11,000 plus prejudgment interest of $1,000 within thirty (30) days of entry of this Order. Such payment shall be: (a) made by United States postal money order, certified check, bank cashier's check or bank money order; (b) made payable to the Securities and Exchange Commission; (c) delivered to the Comptroller, Securities and Exchange Commission, 450 5th St., N.W., Stop 0-3, Washington D.C. 20549; and (d) submitted under cover letter which identifies Moore as Respondent in these proceedings, and the Commission's file number in these proceedings, a copy of which cover letter and money order or check shall be sent to Donald Hoerl, Securities and Exchange Commission, The Curtis Center Suite 1005E., 601 Walnut St., Philadelphia, PA 19106. D. Moore shall pay a civil penalty of $5,000 within thirty days (30) of entry of this Order. Such payment shall be: (a) made by United States postal money order, certified check, bank cashier's check or bank money order; (b) made payable to the Securities and Exchange Commission; (c) delivered to the Comptroller, Securities and Exchange Commission, 450 5th St., N.W., Washington D.C. 20549; and (d) submitted under cover letter which identifies Moore as ==========================================START OF PAGE 4====== Respondent in these proceedings, and the Commission's file number in these proceedings, a copy of which cover letter ==========================================START OF PAGE 5====== and money order or check shall be sent to Donald Hoerl, Securities and Exchange Commission, The Curtis Center Suite 1005E., 601 Walnut St., Philadelphia, PA 19106. By the Commission. _____________________________ Jonathan G. Katz Secretary