Proceedings

IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, as amended

AND

IN THE MATTER OF
A.C. MacPHERSON & CO. INC. and GENO DELLA ROCCA

ORDER
(Subsection 127(1))

WHEREAS on March 28, 2000, the Ontario Securities Commission (the "Commission") issued a notice of hearing pursuant to subsection 127(1) of the Securities Act (the "Act") in respectof A.C. MacPherson & Co. Inc. ("A.C. MacPherson") and Geno Della Rocca ("Della Rocca");

AND WHEREAS A.C. MacPherson and Della Rocca entered into a settlement agreement dated March 28, 2000 (the "Settlement Agreement") in which they agreed to a proposed settlementof the proceeding, subject to the approval of the Commission;

AND UPON reviewing the Settlement Agreement and the statement of allegations of Staffof the Commission, and upon hearing submissions from counsel for A.C. MacPherson and DellaRocca and from Staff of the Commission;

AND WHEREAS the Commission is of the opinion that it is in the public interest to makethis Order;

IT IS ORDERED THAT:

(1) the Settlement Agreement dated March 28, 2000, attached to this Order, is herebyapproved;

(2) pursuant to clause 6 of subsection 127(1) of the Act, A.C. MacPherson and DellaRocca are hereby reprimanded;

(3) A.C. MacPherson shall, on or before April 16, 2000, send to each of its clients aletter substantially in the form attached as Schedule 'B' to the SettlementAgreement;

(4) pursuant to clause 1 of subsection 127(1) of the Act, the registration of A.C.MacPherson is hereby suspended effective July 5, 2000;

(5) pursuant to clause 1 of subsection 127(1) of the Act, the following terms andconditions are hereby imposed upon the registration of A.C. MacPherson:

1. the registrant shall not act as principal in the sale of any securities to a clientof the registrant;

2. effective April 30, 2000, the registrant shall not act as agent in the purchaseof any securities by a client of the registrant;

3. the registrant shall, by July 5, 2000, cease to carry on its activities as aninvestment dealer;

4. the registrant shall limit its activities to the orderly wind-up of its business andaffairs, including the return of all clients' securities and free credit balances,or the transfer of those securities and balances to a firm that is a member ofthe Investment Dealers' Association ("IDA"), upon the request of the client;

5. subject to paragraph 7 of these terms and conditions, the registrant shallprepare and file with the Manager of Investigations of the Ontario SecuritiesCommission ("the Manager"):

(i) a balance sheet of the registrant reported thereon by the registrant'sindependent auditor without qualification as at July 5, 2000, or suchother date as may be agreed upon between the registrant and theManager, which balance sheet shall indicate that the registrant hasliquid assets sufficient to meet all its liabilities other than subordinatedloans, if any; or

(ii) a report from the registrant's independent auditor withoutqualification that in the auditor's opinion the registrant has liquidassets sufficient to meet all its liabilities other than subordinated loans,if any;

6. in the course of transferring client accounts to any firm, the registrant shallmake its best efforts to transfer all of the registrant's books and recordsnecessary to record properly its business transactions and financial affairsrelating to those client accounts, whether or not such books and records arekept by means of mechanical, electronic or other devices;

7. if the whole or substantial part of the registrant's business and assets is beingacquired by one transferee, then the registrant need not comply withparagraph 5 of these terms and conditions, provided that the registrant ispermitted by the IDA to proceed in accordance with IDA By-Law 8.3 and thetransferee provides the Manager with a copy of the letter to the IDA requiredby By-Law 8.3; and

8. for greater certainty, in the course of the wind-up of its activities, theregistrant shall comply with all of its obligations as a member of the IDA,including complying with IDA By-Law No. 8.

(6) pursuant to clause 127.1(2)(b) of the Act, the respondents are ordered to pay$25,000 to the Commission.

April 6th, 2000.

"Howard I. Wetston"

"Morely P. Carscallen"

"Robert W. Davis"