UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION ADMINISTRATIVE PROCEEDING File No. 3-9595 SECURITIES ACT OF 1933 Release No. 7531 / April 30, 1998 SECURITIES EXCHANGE ACT OF 1934 Release No. 39932 / April 30, 1998 _________________________________ : : In the Matter of : ORDER INSTITUTING PUBLIC : ADMINISTRATIVE AND CEASE-AND- ROBERT FRANCIS BUCHHEIT, SR. : DESIST PROCEEDINGS PURSUANT : TO SECTION 8A OF THE SECURITIES : ACT OF 1933 AND SECTIONS 15(b), : 19(h) AND 21C OFTHE SECURITIES Respondent : EXCHANGE ACT OF 1934, MAKING : FINDINGS AND IMPOSING REMEDIAL : SANCTIONS AND A CEASE-AND- _________________________________ : DESIST ORDER. The Securities and Exchange Commission (the "Commission") deems it appropriate and in the public interest to institute public administrative and cease-and-desist proceedings 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") against Robert Francis Buchheit, Sr. ("Buchheit"). II. In anticipation of the institution of these proceedings, Buchheit submitted an Offer of Settlement ("Offer") to the Commission, which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceeding brought by or on behalf of the Commission, or in which the Commission is a party, without admitting or denying the findings, except the jurisdiction of the Commission over him and the matters set forth in this Order, which he admits, Buchheit consents to the institution of administrative and cease-and-desist proceedings, and to the entry of the findings set forth below. ======END OF PAGE 1====== Accordingly, IT IS ORDERED that administrative and cease-and-desist proceedings pursuant to Section 8A of the Securities Act and Sections 15(b), 19(h) and 21C of the Exchange Act be, and hereby are, instituted. III. On the basis of this Order and the Offer submitted by Buchheit, the Commission finds that/: Buchheit, a resident of Lake Mary, Florida, was BeneFund, Inc.'s ("BeneFund") vice-president of marketing and sales. He was seeking to become associated with a broker-dealer at the time of the conduct described herein. Buchheit subsequently obtained series 6 and 63 securities licenses and became associated with a broker-dealer; Buchheit was not registered with the Commission or any state as a broker or dealer; C. In approximately March 1993, Buchheit was engaged by his business associate, who was supposedly a BeneFund consultant, to market a BeneFund long distance telephone program to the public. However, the primary service performed by Buchheit was the sale of BeneFund S-8 securities to the public and the management of a group of salesmen recruited for the same purpose. Buchheit oversaw and assisted the salesmen by making sales presentations to prospective investors and providing the salesmen with information about BeneFund; D. In approximately June 1993, Vernon R. Twyman, Jr., BeneFund's president, hired Buchheit supposedly to market BeneFund's long distance telephone program to the public. As before, however, Buchheit's primary duty was to sell BeneFund securities to the public. Buchheit was later promoted to vice-president of marketing and sales of BeneFund. In that capacity, he also managed a group of BeneFund salesmen whose primary duties were to sell BeneFund securities to the public, rather than long distance telephone programs; E. The BeneFund securities sold by Buchheit and the salesmen were registered pursuant to Form S-8 registration statements. During 1993, Buchheit sold or assisted in the sale of approximately 493,303 shares of BeneFund S-8 stock to the public, raising at least $345,825. Buchheit also sold or assisted in the sale of unregistered BeneFund stock in a private placement offering. The proceeds of the stock sales were paid to BeneFund; and F. Based on the above conduct, Buchheit willfully violated Sections 5(a) and (c) of the Securities Act and Section 15(a) of the Exchange Act. IV. In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions which are set forth in the Offer submitted by Buchheit. ======END OF PAGE 2====== Accordingly, IT IS HEREBY ORDERED THAT: A. Buchheit be, and hereby is, suspended from association with any broker or dealer for a period of six months, effective on the second Monday following the entry of this Order; B. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act, Buchheit shall cease and desist from committing or causing any violation, and any future violation, of Sections 5 (a) and 5(c) of the Securities Act and Section 15(a) of the Exchange Act; and C. Within thirty (30) days after the end of the six month suspension period described above, Buchheit shall provide to the Commission, addressed to Hugh M. Wright, Assistant District Administrator, 801 Cherry Street, Suite 1900, Fort Worth, Texas 76102, an affidavit that he has complied fully with the sanctions described in Section IV of this Order. By the Commission. Jonathan G. Katz Secretary ======END OF PAGE 3====== SERVICE LIST Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another duly authorized officer of the Commission, shall serve a copy of the Order Instituting Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Sections 15(b), 19(h) and 21C of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions and a Cease-and-Desist Order on each person named in the Order and their legal agent. The attached Order Instituting Public Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Sections 15(b), 19(h) and 21C of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions and a Cease-and-Desist Order has been sent to the following parties and other persons entitled to notice: Honorable Brenda P. Murray Jon Batterman Chief Administrative Law Judge Securities and Exchange Securities and Exchange Commission Commission Division of Enforcement 450 Fifth St., N.W. 450 Fifth Street, N.W. STOP: 11-6 Stop: 8-9 Washington, D.C. 20549 Washington, DC 20549 Harold F. Degenhardt Robert Buchheit District Administrator 791 Keeneland Pike Securities and Exchange Lake Mary, Florida 32746 Commission 801 Cherry St. 19th Floor Fort Worth, TX 76102 ======END OF PAGE 4======