public interest that a public administrative proceeding be, and hereby is, instituted pursuant to

 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                 UNITED                                                 STATES OF AMERICA 

                                                                     Before                                                                     the                                                                     

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 
Release No.  51473 / April 4, 2005 
ADMINISTRATIVE PROCEEDING 
File No.   3-11880 
In the Matter of 
DENIS TIMOTHY O’BRIEN, 
Respondent. 
 ORDER INSTITUTING  
ADMINISTRATIVE PROCEEDING 
PURSUANT TO SECTION 15(b)(6) OF 
THE SECURITIES EXCHANGE ACT OF 
1934, MAKING FINDINGS, AND 
IMPOSING REMEDIAL SANCTIONS 
I. 
The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
public interest that a public administrative proceeding be, and hereby is, instituted pursuant to 
Section 15(b)(6) of the Securities Exchange Act of 1934 (“Exchange Act”) against Denis Timothy 
O’Brien (“Respondent”).  
II. 
In anticipation of the institution of this proceeding, Respondent has submitted an Offer of 
Settlement (the “Offer”) that the Commission has determined to accept.  Solely for the purpose of 
this proceeding and any other proceeding brought by or on behalf of the Commission, or to which 
the Commission is a party, and without admitting or denying the findings herein, except as to the 
Commission’s jurisdiction over him, the subject matter of this proceeding, and the findings 
contained in Section III.2 below, which are admitted, Respondent consents to the entry of this 
Order Instituting Administrative Proceeding Pursuant to Section 15(b)(6) of the Securities 
Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions (“Order”), as set forth 
below. 

 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
   
 
 
 
 
 
III. 
On the basis of this Order and Respondent’s Offer, the Commission finds that: 
1. O’Brien, age 49, resides in Temecula, California and was a sales agent of 
D.W. Heath & Associates, Inc., a California corporation, which acted as an unregistered broker-
dealer offering and selling securities in the form of corporate notes of  Private Capital Management, 
Inc. (“PCM”) and the PCM Fixed Income Fund I, LLC (“PCM Fund”) (collectively, “PCM 
Notes”).  Respondent has never been registered with the Commission in any capacity.   
2. On March 8, 2005, a judgment of permanent injunction was entered against 
Respondent, pursuant to his consent, enjoining him from future violations of Sections 5(a), 5(c), 
and 17(a) of the Securities Act of 1933 (“Securities Act”) and Sections 10(b) and 15(a)(1) of the 
Exchange Act and Rule 10b-5 thereunder, in the civil action entitled Securities and Exchange 
Commission v. D. W. Heath & Associates, Inc., et al., Civil Action Number CV 04-02949 JFW 
(Ex), in the United States District Court for the Central District of California.  
3. The Commission’s first amended complaint alleges that Respondent, acting 
with and through Heath & Associates, PCM and the PCM Fund engaged in the unregistered offer 
and sale of at least $69.9 million in PCM Notes.  The Commission’s first amended complaint also 
alleges that Respondent made material misrepresentations to prospective investors concerning the 
use of investor proceeds and the due diligence he had conducted prior to recommending the 
investment to prospective investors.  The Commission’s first amended complaint further alleges 
that Respondent knowingly failed to disclose to investors commissions received by him and other 
sales agents. 
IV. 
In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions specified in Respondent’s Offer. 
Accordingly, it is hereby ORDERED: 
Pursuant to Section 15(b)(6) of the Exchange Act, that Respondent be, and hereby is, barred 
from association with any broker or dealer. 
Any reapplication for association by the Respondent will be subject to the applicable laws 
and regulations governing the reentry process, and reentry may be conditioned upon a number of 
factors, including, but not limited to, the satisfaction of any or all of the following:  (a) any 
disgorgement ordered against the Respondent, whether or not the Commission has fully or partially 
waived payment of such disgorgement; (b) any arbitration award related to the conduct that served 
as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a  
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customer, whether or not related to the conduct that served as the basis for the Commission order; 
and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct 
that served as the basis for the Commission order. 
            By            the            Commission.            
       Jonathan G. Katz
       Secretary 
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UNITED STATES OF AMERICA 

 Before the 


SECURITIES AND EXCHANGE COMMISSION 


SECURITIES EXCHANGE ACT OF 1934 
Release No.  51473 / April 4, 2005 

ADMINISTRATIVE PROCEEDING 
File No. 3-11880 

In the Matter of 

DENIS TIMOTHY O’BRIEN, 

Respondent. 

 ORDER INSTITUTING  
ADMINISTRATIVE PROCEEDING 
PURSUANT TO SECTION 15(b)(6) OF 
THE SECURITIES EXCHANGE ACT OF 
1934, MAKING FINDINGS, AND 
IMPOSING REMEDIAL SANCTIONS 

I. 

The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
public interest that a public administrative proceeding be, and hereby is, instituted pursuant to 
Section 15(b)(6) of the Securities Exchange Act of 1934 (“Exchange Act”) against Denis Timothy 
O’Brien (“Respondent”).  

II. 

In anticipation of the institution of this proceeding, Respondent has submitted an Offer of 
Settlement (the “Offer”) that the Commission has determined to accept.  Solely for the purpose of 
this proceeding and any other proceeding brought by or on behalf of the Commission, or to which 
the Commission is a party, and without admitting or denying the findings herein, except as to the 
Commission’s jurisdiction over him, the subject matter of this proceeding, and the findings 
contained in Section III.2 below, which are admitted, Respondent consents to the entry of this 
Order Instituting Administrative Proceeding Pursuant to Section 15(b)(6) of the Securities 
Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions (“Order”), as set forth 
below. 



 

 
 

 
 

 
 

 
  

 
 

 

 

 
 

 
   
 
 

 

 

 

III. 

On the basis of this Order and Respondent’s Offer, the Commission finds that: 

1. O’Brien, age 49, resides in Temecula, California and was a sales agent of 
D.W. Heath & Associates, Inc., a California corporation, which acted as an unregistered broker-
dealer offering and selling securities in the form of corporate notes of  Private Capital Management, 
Inc. (“PCM”) and the PCM Fixed Income Fund I, LLC (“PCM Fund”) (collectively, “PCM 
Notes”).  Respondent has never been registered with the Commission in any capacity.   

2. On March 8, 2005, a judgment of permanent injunction was entered against 
Respondent, pursuant to his consent, enjoining him from future violations of Sections 5(a), 5(c), 
and 17(a) of the Securities Act of 1933 (“Securities Act”) and Sections 10(b) and 15(a)(1) of the 
Exchange Act and Rule 10b-5 thereunder, in the civil action entitled Securities and Exchange 
Commission v. D. W. Heath & Associates, Inc., et al., Civil Action Number CV 04-02949 JFW 
(Ex), in the United States District Court for the Central District of California.  

3. The Commission’s first amended complaint alleges that Respondent, acting 
with and through Heath & Associates, PCM and the PCM Fund engaged in the unregistered offer 
and sale of at least $69.9 million in PCM Notes.  The Commission’s first amended complaint also 
alleges that Respondent made material misrepresentations to prospective investors concerning the 
use of investor proceeds and the due diligence he had conducted prior to recommending the 
investment to prospective investors.  The Commission’s first amended complaint further alleges 
that Respondent knowingly failed to disclose to investors commissions received by him and other 
sales agents. 

IV. 

In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions specified in Respondent’s Offer. 

Accordingly, it is hereby ORDERED: 

Pursuant to Section 15(b)(6) of the Exchange Act, that Respondent be, and hereby is, barred 
from association with any broker or dealer. 

Any reapplication for association by the Respondent will be subject to the applicable laws 
and regulations governing the reentry process, and reentry may be conditioned upon a number of 
factors, including, but not limited to, the satisfaction of any or all of the following:  (a) any 
disgorgement ordered against the Respondent, whether or not the Commission has fully or partially 
waived payment of such disgorgement; (b) any arbitration award related to the conduct that served 
as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a  

2
 



 

 

 
 
 
 

   
 

customer, whether or not related to the conduct that served as the basis for the Commission order; 
and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct 
that served as the basis for the Commission order. 

 By the Commission. 

       Jonathan  G.  Katz
       Secretary  

3