COMPLAINT NO. TEX-764 (NASD DISTRICT NO. 6) FILED APRIL 30, 1990 AGAINST RESPONDENTS TEXAS SECURITIES, INC., SARA B. SHARPE, GARY DON EDWARDS, ROBERT PAYNE JACKSON, DAVID ALAN YARBROUGH AND DAVID WALTER STRINGER ALLEGING VIOLATIONS OF ARTICLE III, SECTIONS 1, 4 AND 18 OF THE RULES OF FAIR PRACTICE IN THAT RESPONDENTS SHARPE, EDWARDS, JACKSON, YARBROUGH AND STRINGER SOLD SECURITIES TO PUBLIC CUSTOMERS WHICH WERE NEITHER REGISTERED NOR EXEMPT FROM REGISTRATION WITH THE SEC; RESPONDENT MEMBER, ACTING THROUGH RESPONDENTS SHARPE, EDWARDS, JACKSON, YARBROUGH AND STRINGER SOLD SECURITIES TO PUBLIC CUSTOMERS WHICH WERE NEITHER REGISTERED NOR EXEMPT FROM REGISTRATION WITH THE SEC; EFFECTED CORPORATE SECURITIES TRANSACTIONS AT PRICES WHICH WERE NOT FAIR AND REASONABLE; RESPONDENT MEMBER, ACTING THROUGH RESPONDENTS EDWARDS AND JACKSON, EFFECTED TRANSACTIONS IN SECURITIES WHILE FAILING TO MAINTAIN REQUIRED MINIMUM NET CAPITAL. DECISION RENDERED NOVEMBER 28, 1990, WHEREIN THE OFFER OF SETTLEMENT SUBMITTED BY THE RESPONDENTS WAS ACCEPTED; THEREFORE, RESPONDENT MEMBER IS CENSURED AND FINED $79,000; RESPONDENTS MEMBER AND EDWARDS ARE CENSURED AND FINED $10,000 JOINTLY AND SEVERALLY; RESPONDENTS MEMBER AND JACKSON ARE CENSURED AND FINED $10,000, JOINTLY AND SEVERALLY; RESPONDENTS MEMBER AND SHARPE ARE CENSURED AND FINED $7,000, JOINTLY AND SEVERALLY; RESPONDENTS MEMBER AND YARBROUGH ARE CENSURED AND FINED $4,500, JOINTLY AND SEVERALLY; AND, RESPONDENTS MEMBER AND STRINGER ARE CENSURED AND FINED $4,500, JOINTLY AND SEVERALLY. THE FIRST AND SECOND CAUSES OF COMPLAINT CONCERNING UNREGISTERED SECURITIES WERE DISMISSED IN THAT THE COMMITTEE DETERMINED THAT RESPONDENTS APPEARED TO HAVE DELIGENTLY SOUGHT GUIDANCE FROM INDEPENDENT COUNSEL, THE SECURITIES AND EXCHANGE COMMISSION AND THE NASD WITH RESPECT TO THE PROPRIETY OF THEIR CONDUCT IN CONNECTION WITH SALES OF STOCK. THE ALLEGATIONS IN THE THIRD CAUSE OF COMPLAINT RELATING TO ARTICLE III, SECTION 18 WAS DISMISSED IN THAT THE RESPONDENTS PRICED THEIR SECURITIES DUE TO A MISUNDERSTANDING OF THE PERMISSIBLE BASIS FROM WHICH TO COMPUTE MARK-UPS. THE FOURTH CAUSE OF COMPLAINT WAS DISMISSED WITH REGARD TO RESPONDENTS EDWARDS AND JACKSON, IN THAT THE NET CAPITAL VIOLATION DID NOT APPEAR TO HAVE BEEN AN INTENTIONAL TRANSGRESSION.