STATE OF ARKANSAS

SECURITIES DEPARTMENT

IN THE MATTER OF ORDER PROVIDING A
TRANSACTIONAL EXEMPTION
FROM REGISTRATION
WILLIAMS CENTER NORTHWEST,
INC. NO. 99-063-S

FINDINGS OF FACT

  1. On October 21, 1999, a letter was received by the Arkansas Securities Commissioner requesting that the proposed offering and sale of sixty (60) of the three hundred (300) issued and outstanding shares of capital stock (the "Stock") of Williams Center Northwest, Inc. (the "Company") to Judy Sutton (the "Transaction") be determined to be an exempt transaction pursuant to Ark. Code Ann. Section 23-42-504(a)(12).

  2. The Company is a corporation organized under the laws of the State of Arkansas. The Stock consists of sixty (60) shares of common stock owned by Mickey Johnson (the "Seller").

  3. The Buyer will be Judy Sutton (the "Buyer").
  1. An exemption from registration has been requested pursuant to the Commissioner’s discretionary authority under Ark. Code Ann. Section 23-42-504(a)(12). The Seller and the Buyer have fully and completely been involved in the negotiation of an agreement for the sale of the Stock, and they have had the opportunity to be represented in these negotiations by counsel. The Buyer has had access to financial and other information concerning the Company as is necessary to make an informed investment decision. Based upon the foregoing, the Transaction is not the type the Arkansas Securities Act (the "Act") is designed to protect by requiring registration, particularly when what is involved is the sale of a business.

CONCLUSIONS OF LAW

  1. Under Section 23-42-504(a)(12) of the Act, the Commissioner may by order exempt certain transactions from Sections 23-42-501 and 23-42-502 of the Act as not being necessary or appropriate in the public interest for the protection of investors.

  2. It is not necessary or appropriate in the public interest for the protection of investors for the Seller to be required to register the Transaction under the Act for the purposes of the contemplated offering.

  3. It is not necessary or appropriate in the public interest for the protection of investors for the Seller to be required to engage the services of a registered agent for the purpose of making sales of the Company’s securities.

OPINION

    In recognition of the representations made by the Seller, it appears registration of this offering of shares of common stock is unnecessary in this instance.

    This order does not exempt the Seller from the antifraud provisions of the Act.

ORDER

    IT IS THEREFORE ORDERED that any securities of Williams Center Northwest, Inc. offered or sold in Arkansas for the proposed Transaction, if offered and sold in compliance with the representations made in the letter of October 19, 1999, and in accordance with the Findings of Fact stated herein, shall be exempted from Sections 23-42-501 and 23-42-502 of the Act.

WITNESS MY HAND AND SEAL this 25th day of October, 1999.

MAC DODSON
SECURITIES COMMISSIONER