Frank Gaines

SECURITIES EXCHANGE ACT OF 1934
RELEASE NO. 41958 / September 30, 1999

ADMINISTRATIVE PROCEEDING FILE NO. 3-10064

The Commission announced today that it has instituted public administrative proceedings, pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act"), against Frank Gaines ("Gaines") of Lebanon, Indiana and Taft Womack ("Womack") of St. Petersburg, Florida. The administrative proceedings are based upon allegations that both Gaines and Womack have been enjoined by default by the United States District Court for the Middle District of Florida against violating Sections 5(a), 5(c), 17(a)(1), 17(a)(2) and 17(a)(3) of the Securities Act of 1933, and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder.

The injunction is based upon a complaint filed by the Commission alleging that from at least 1994 through 1997 Gaines, Womack, and others fraudulently offered and sold $3.3 million of unregistered securities offered by International Capital Corporation 2000 ("ICC 2000"). According to the Commission's complaint, Gaines, Womack, and others misrepresented that the ICC 2000 securities were secure and risk-free. In fact, investor funds were not secure and risk free because investor funds were withdrawn from the bank accounts in which they had been deposited and used to pay off earlier investors, to pay sales commissions, and to pay for personal expenditures of other individuals involved in the sale of ICC 2000 investment contracts. The Commission's complaint also alleges that Gaines and Womack acted as brokers or dealers while not registered with the Commission.

A hearing will be held before an administrative law judge to determine whether the staff's allegations are true, and if so, what sanctions, if any, are appropriate against Gaines and Womack.