Order: In the Matter of Price Warner Securities Ltd. et al.


R.S.O. 1990, c. S.5, AS AMENDED



(Subsections 127(1) and 127.1)

WHEREAS on July 27, 2000, the Ontario Securities Commission (the"Commission") issued a notice of hearing pursuant to subsections 127(1) and 127.1 of theSecurities Act (the "Act") in respect of Price Warner Securities Ltd. ("Price Warner"), IanRolin and Lorne Rolin (collectively, the "Respondents");

AND WHEREAS Price Warner, Ian Rolin and Lorne Rolin entered into a settlement agreement dated July 27, 2000 (the "Settlement Agreement") in which they agreed to aproposed settlement of the proceeding, subject to the approval of the Commission;

AND WHEREAS Staff of the Commission and the Respondents agreed to amendcertain terms of the Settlement Agreement by agreement dated August 3, 2000 (the"Amending Agreement");

AND UPON reviewing the Settlement Agreement, the Amending Agreement andthe Statement of Allegations of Staff of the Commission, and upon hearing submissionsfrom counsel for Price Warner, Ian Rolin and Lorne Rolin and from Staff of theCommission;

AND WHEREAS the Commission is of the opinion that it is in the public interest tomake this Order;


(1) the Settlement Agreement dated July 27, 2000 and the Amending Agreement datedAugust 3, 2000, attached to this Order, are hereby approved;

(2) pursuant to clause 6 of subsection 127(1) of the Act, Price Warner, Ian Rolin andLorne Rolin are hereby reprimanded;

(3) pursuant to clause 1 of subsection 127(1) of the Act, the registration of each ofPrice Warner, Ian Rolin for a period of fifteen years, and Lorne Rolin for a periodof seven years, is hereby suspended, effective 5:00 p.m. on August 11, 2000;

(4) Price Warner shall, prior 5:00 p.m. on August 11, 2000, send to each of its clientsa letter substantially in the form attached as Schedule "B1" to the SettlementAgreement;

(5) pursuant to clause 1 of subsection 127(1) of the Act, the following terms andconditions are hereby imposed upon the registration of Price Warner:

(a) the registrant will not act as principal or as agent in the trading of anysecurities to a client of the registrant;

(b) the registrant shall, by the date of suspension, cease to carry on its activitiesas a securities dealer;

(c) the registrant shall limit its activities to the orderly wind-up of its businessand affairs, including the return of all clients' securities and free creditbalances, or the transfer of those securities and balances to a firm that is amember of the Investment Dealers Association of Canada (the "IDA"). Thereturn of all clients' securities and free credit balances or the transfer ofthose securities and balances to a firm that is a member of the IDA must becompleted prior to the effective date of suspension of the registration of theregistrant.

(d) the registrant shall file the following documents with the Manager ofCompliance of the Ontario Securities Commission ("the Manager") on thefollowing dates:

(i) on November 16, 2000, a balance sheet of the registrant reportedthereon by the registrant's independent auditor without qualificationas at the date of suspension, or such other date as may be agreedupon between the registrant and the Manager; and

(ii) on December 1, 2000, a comfort letter prepared by the registrant'sindependent auditor in accordance with section 5815 of the CICAHandbook confirming that the financial obligations of Price Warner toits clients have been discharged;

(e) in the course of transferring client accounts to a firm that is a member of theIDA, the registrant shall 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;

(f) the registrant will not:

(i) reduce its share capital in any manner, including the redemption, re-purchase or cancellation of any of its shares; or

(ii) reduce or repay any indebtedness which has been subordinated; or

(iii) directly or indirectly make any payments, including payments by wayof reimbursement for services rendered, loan, advance, bonus,dividend, repayment of capital or other distribution to:

(a) any director, officer, partner or shareholder of the registrant;or


(b) any related, associated or affiliated person or company of theregistrant or of any such person; or

(c) any director, officer, partner or shareholder of such a related,associated or affiliated person or company; or

(iv) increase its capital assets as defined pursuant to section 3060 of theCICA Handbook unless pursuant to a commitment entered into priorto July 12, 2000;

until such time as the registrant files with the Manager of Compliance of theOntario Securities Commission an auditor's comfort letter in accordance withsection 5815 of CICA Handbook confirming that Price Warner's financialobligations to its clients have been discharged; and

(6) pursuant to clause 127.1(2)(b) of the Act, the respondents are ordered to pay$25,000 by certified cheque to the Commission no later than Thursday, August 17,2000.

August 3rd, 2000.

"Howard I. Wetston"
"Morley P. Carscallen"
"J. F. Howard"