UNITED STATES OF AMERICA before the SECURITIES AND EXCHANGE COMMISSION SECURITIES ACT OF 1933 RELEASE NO. 7397 / February 26, 1997 SECURITIES EXCHANGE ACT OF 1934 RELEASE NO. 38336 / February 26, 1997 ADMINISTRATIVE PROCEEDING File No. 3-9191 : In the Matter of : : DeSoto Broadcasting, Inc. : ORDER MAKING FINDINGS AND and Danford Sawyer, Jr. : IMPOSING CEASE-AND-DESIST ORDER : Respondents. : : : I. In these public cease-and-desist proceedings instituted on November 26, 1996 by the Securities and Exchange Commission ("Commission") pursuant to Sections 8A of the Securities Act of 1933 (the "Securities Act") and 21C of the Securities Exchange Act of 1934 ("Exchange Act"), Respondents DeSoto Broadcasting, Inc. ("DeSoto") and Danford Sawyer, Jr. ("Sawyer") have submitted Offers of Settlement ("Offers") 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, prior to a hearing pursuant to the Commission's Rules of Practice, and without admitting or denying the findings contained herein, except as to the jurisdiction of the Commission over them and over the subject matter of this proceeding and as to the findings contained in Section II. paragraphs A. and B., below, which are admitted, DeSoto and Sawyer, by their Offers, consent to the entry of findings and cease-and-desist order set forth below. ==========================================START OF PAGE 2====== II. On the basis of this Order Making Findings and Imposing Cease- and-Desist Order ("Order"), the Order Instituting Public Proceedings and the Offers, the Commission finds that:-[1]- A. DeSoto, a Florida corporation with principal offices in Sarasota, Florida is the corporate general partner of DeSoto - Channel 62 Associates, Ltd. ("DeSoto, Ltd."), a Florida limited partnership, which owns and operates TV Channel 62, WBSV, a commercial television broadcast station serving southwest Florida. DeSoto is a subsidiary of Omni International Investments, Inc. ("Omni"), also a Florida corporation. DeSoto's current business operations are limited to acting as the corporate general partner of DeSoto, Ltd. B. Sawyer is DeSoto's president, chief executive officer and director. He is also the president of Omni. C. During the period from December 26, 1991 and continuing approximately through February 8, 1994, DeSoto and Sawyer committed or caused the violation of Section 17(a) of the Securities Act, and Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, in that, while engaged in the offer and sale, and in connection with the purchase and sale of DeSoto's securities, by use of the mails, the means or instruments of transportation or communications in interstate commerce, and the means or instrumentalities of interstate commerce, respondents DeSoto and Sawyer, directly or indirectly, employed devices, schemes and artifices to defraud, made untrue statements of material facts and omitted to state material facts necessary to make the statements made, in light of the circumstances under which they were made, not misleading, and engaged in transactions, practices and courses of business which operated as a fraud or deceit upon the purchasers of such securities, concerning, among other things: (1) DeSoto's future ability to achieve profitability, (2) DeSoto's purported consummation of certain third-party production contracts, and (3) certain of the risks associated with the investment. III. 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 DeSoto and Sawyer. ---------FOOTNOTES---------- -[1]- The findings herein are made pursuant to DeSoto's and Sawyer's Offers of Settlement and are not binding on any other person or entity in this or any other proceeding. ==========================================START OF PAGE 3====== Accordingly, IT IS ORDERED THAT, pursuant to Sections 8A of the Securities Act and 21C of the Exchange Act, that: A. DeSoto cease and desist from committing or causing any violation and any future violation of Sections 17(a) of the Securities Act and 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. B. Sawyer cease and desist from committing or causing any violation and any future violation of Sections 17(a) of the Securities Act and 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. By the Commission. Jonathan G. Katz Secretary