SECURITIES ACT OF 1933
Release No. 7847 / April 7, 2000

SECURITIES EXCHANGE ACT OF 1934
Release No. 42650 / April 7, 2000

ADMINISTRATIVE PROCEEDING
File No. 3-10033

In the Matter of

WILLIAM H. CLARK,
Respondent.

ORDER MAKING FINDINGS AND
IMPOSING REMEDIAL SANCTIONS

I.

In connection with public administrative and cease-and-desist proceedings previously instituted pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Sections 15(b)(6), 19(h) and 21C of the Securities Exchange Act of 1934 ("Exchange Act"), Respondent William H. Clark ("Clark") has submitted an Offer of Settlement ("Offer") which the Commission has determined to accept. See Order Instituting Administrative and Cease-and-Desist Proceedings, File No. 3-10033 (September 27, 1999). Clark hereby withdraws his Answer of William H. Clark, dated October 22, 1999. Prior to a hearing pursuant to the Commission's Rules of Practice [17 C.F.R. §§ 201.1 et seq.], and without admitting or denying the findings contained in this Order except as to jurisdiction, which is admitted, Clark consents to the entry of this Order.

II.

On the basis of this Order and the Respondent's Offer, the Commission makes the following findings:1

A. Summary

This matter involves violations by Clark of Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder in connection with transactions in the common stock of The Tracker Corporation of America ("Tracker"). In December 1994 and January 1995, Clark, a registered representative, recommended and sold shares of Tracker common stock to one of his customers. Clark failed to disclose to his client that he had been or would be compensated by Corporate Relations Group, Inc. ("CRG"), a public relations firm that was promoting Tracker, for inducing this client to buy this stock. Clark accepted $24,500 from CRG.

B. Respondent

William H. Clark, during all times relevant hereto, was a registered representative at Greenway Capital Corp.

C. Other Relevant Entities

1. Corporate Relations Group, Inc. is a public relations firm located in Winter Park, Florida. During the relevant time, CRG provided public relations services for its clients through various financial publications and through its sales personnel, whose primary function was to interest brokers in soliciting their clients to purchase the stocks CRG was promoting.

2. The Tracker Corporation of America was, during the relevant time, a Delaware corporation whose common stock, which was not registered with the Commission, traded on the NASD OTC Bulletin Board. The company provided services to locate lost property.

D. Facts

Tracker retained CRG in early 1994 to promote the company, which campaign CRG began that summer. In late November 1994, Clark opened a securities account for CRG at Greenway Capital Corp. On November 28, CRG deposited 25,000 shares of purportedly free-trading Tracker common stock in the account. CRG offered Clark money to cause his clients to buy Tracker stock from CRG's Tracker position, also known as crossing. On December 7, Clark crossed all 25,000 shares of CRG's position with one of his clients at prevailing market prices. On January 9, 1995, Clark caused his client to buy an additional 10,000 shares of Tracker stock.

CRG paid Clark a total of $24,500. Clark did not disclose to his client these payments or the arrangement to be paid.

E. Violations

A registered representative's failure to disclose to his customers that he has received or will receive compensation to recommend a security violates Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

Respondent willfully violated, and committed or caused violations of, Section 17(a) of the Securities Act by accepting payments from CRG or making arrangements to accept payment for inducing his client to buy Tracker common stock and failing to disclose this material information to his client.

Respondent willfully violated, and committed or caused violations of, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder by accepting payments from CRG or making arrangements to accept payment for inducing his client to buy Tracker common stock and failing to disclose this material information to his client.

III.

Based on the foregoing, the Commission deems it appropriate in the public interest and for the protection of investors to accept the Respondent's Offer and to impose the remedial relief specified in the Offer.

Accordingly, IT IS ORDERED, pursuant to Section 8A of the Securities Act, that Respondent William H. Clark cease and desist from committing or causing any violation, and any future violation, of Section 17(a) of the Securities Act.

Accordingly, IT IS ORDERED, pursuant to Section 21C of the Exchange Act, that Respondent William H. Clark cease and desist from committing or causing any violation, and any future violation, of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

IT IS FURTHER ORDERED that Respondent William H. Clark shall, within thirty (30) days of the entry of this Order, pay disgorgement and prejudgment interest in the total amount of $37,215 to the United States Treasury. Such payment shall be: (A) made by United States postal money order, certified check, bank cashier's check or bank money order; (B) made payable to the Securities and Exchange Commission; (C) hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Stop O-3, Alexandria, Virginia 22312; and (D) submitted under cover letter that identifies William H. Clark as a Respondent in these proceedings and the file number of these proceedings, a copy of which shall be sent to Thomas Newkirk, Division of Enforcement, Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C. 20549-0801.

IT IS FURTHER ORDERED that Respondent William H. Clark shall, within thirty (30) days of the entry of this Order, pay a civil money penalty in the amount of $24,500 to the United States Treasury. Such payment shall be: (A) made by United States postal money order, certified check, bank cashier's check or bank money order; (B) made payable to the Securities and Exchange Commission; (C) hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Stop O-3, Alexandria, Virginia 22312; and (D) submitted under cover letter that identifies William H. Clark as a Respondent in these proceedings and the file number of these proceedings, a copy of which shall be sent to Thomas Newkirk, Division of Enforcement, Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C. 20549-0801.

IT IS FURTHER ORDERED that Respondent William H. Clark be, and hereby is, barred from association with any broker or dealer with the right to reapply for association after five years to the appropriate self-regulatory organization, or if there is none, to the Commission.

By the Commission.

Jonathan G. Katz

Secretary


Footnote

1 The findings herein are made pursuant to the Respondent's Offer of Settlement and are not binding on any other person or entity in this or any other proceeding.