| UNITED STATES OF AMERICA |
| Before the |
| SECURITIES AND EXCHANGE COMMISSION |
| |
| SECURITIES EXCHANGE ACT OF 1934 |
| Release No. 67048 / May 23, 2012 |
| ACCOUNTING AND AUDITING ENFORCEMENT |
| Release No. 3386 / May 23, 2012 |
| ADMINISTRATIVE PROCEEDING |
| File No. 3-10415 |
| |
| In the Matter of |
| Charles P. Morrison, CPA |
| |
| : |
| : |
| : |
| : |
| : |
| : |
| ORDER GRANTING APPLICATION FOR |
| REINSTATEMENT TO APPEAR AND PRACTICE |
| BEFORE THE COMMISSION AS AN ACCOUNTANT |
| RESPONSIBLE FOR THE PREPARATION OR |
| REVIEW OF FINANCIAL STATEMENTS REQUIRED |
| TO BE FILED WITH THE COMMISSION |
| |
| On January 31, 2001 Charles P. Morrison, CPA (“Morrison”) was suspended from |
| appearing or practicing before the Commission as an accountant as a result of settled public |
| administrative proceedings instituted by the Commission against Morrison pursuant to Rule |
| 102(e)(3)(i) of the Commission's Rules of Practice. |
| 1 |
| The Commission found that Morrison had been permanently enjoined by the United |
| States District Court for the Eastern District of Pennsylvania from future violations of Section |
| 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 thereunder. The |
| Commission’s complaint alleged that, from at least December 1996 through July 1998, Morrison |
| violated Section 10(b) of the Exchange Act and Rule 10b-5 thereunder by creating, reviewing |
| and approving false financial statements and Disclosure Reports of the Allegheny Health, |
| Education and Research Foundation (“AHERF”) and certain subsidiaries. The complaint further |
| alleged that Morrison falsely certified to the bond trustee of certain AHERF subsidiaries and |
| others that the 1997 audited financial statements fairly presented the consolidated financial |
| position and the results of operations for AHERF as of and for the fiscal year ended June 30, |
| 1997 and that they were prepared in accordance with GAAP. |
| Morrison consented to the entry of the |
| order without admitting or denying the findings therein. This order is issued in response to |
| Morrison’s application for reinstatement to appear and practice before the Commission as an |
| accountant responsible for the preparation or review of financial statements required to be filed |
| with the Commission. |
| |
| 1 See Accounting and Auditing Enforcement Release No. 1364 dated January 31, 2001. Morrison was permitted, |
| pursuant to the order, to apply for reinstatement after three years upon making certain showings. |
| |
| 2 |
| In his capacity as a preparer or reviewer, or as a person responsible for the preparation or |
| review, of financial statements of a public company to be filed with the Commission, Morrison |
| attests that he will undertake to have his work reviewed by the independent audit committee of |
| any company for which he works, or in some other manner acceptable to the Commission, while |
| practicing before the Commission in this capacity. Morrison is not, at this time, seeking to |
| appear or practice before the Commission as an independent accountant. If he should wish to |
| resume appearing and practicing before the Commission as an independent accountant, he will |
| be required to submit an application to the Commission showing that he has complied and will |
| comply with the terms of the original suspension order in this regard. Therefore, Morrison’s |
| suspension from practice before the Commission as an independent accountant continues in |
| effect until the Commission determines that a sufficient showing has been made in this regard in |
| accordance with the terms of the original suspension order. |
| Rule 102(e)(5) of the Commission’s Rules of Practice governs applications for |
| reinstatement, and provides that the Commission may reinstate the privilege to appear and |
| practice before the Commission “for good cause shown.” |
| 2 |
| On the basis of information supplied, representations made, and undertakings agreed to |
| by Morrison, it appears that he has complied with the terms of the January 31, 2001 order |
| suspending him from appearing or practicing before the Commission as an accountant, that no |
| information has come to the attention of the Commission relating to his character, integrity, |
| professional conduct, or qualifications to practice before the Commission that would be a basis |
| for adverse action against him pursuant to Rule 102(e) of the Commission’s Rules of Practice, |
| and that Morrison, by undertaking to have his work reviewed by the independent audit |
| committee of any company for which he works, or in some other manner acceptable to the |
| Commission, in his practice before the Commission as a preparer or reviewer of financial |
| statements required to be filed with the Commission, has shown good cause for reinstatement. |
| Therefore, it is accordingly, |
| This “good cause” determination is |
| necessarily highly fact specific. |
| ORDERED pursuant to Rule 102(e)(5)(i) of the Commission’s Rules of Practice that |
| Charles P. Morrison, CPA is hereby reinstated to appear and practice before the Commission as |
| an accountant responsible for the preparation or review of financial statements required to be |
| filed with the Commission. |
| |
| By the Commission. |
| |
| |
| Elizabeth M. Murphy |
| Secretary |
| |
| 2 Rule 102(e)(5)(i) provides: |
| |
| “An application for reinstatement of a person permanently suspended or disqualified under paragraph (e)(1) or (e)(3) |
| of this section may be made at any time, and the applicant may, in the Commission’s discretion, be afforded a |
| hearing; however, the suspension or disqualification shall continue unless and until the applicant has been reinstated |
| by the Commission for good cause shown.” 17 C.F.R. § 201.102(e)(5)(i). |
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