Command Credit Corp., a company that dabbled in secured cards, is no more.

The company was renamed Dawcin International Corp. on Oct. 17, one week after its chairman and chief executive, William G. Lucas, was charged in an FBI sting with penny-stock fraud.

In an interview with Bloomberg Business News, Mr. Lucas said he had hired a stock promoter to tout his stock and didn't try to bribe any brokers.

"I'm totally innocent and will be proven innocent," Mr. Lucas said. "I didn't bribe anyone."

Mr. Lucas, 63, was charged by the U.S. Attorney's Office in New York with conspiracy to commit securities fraud. He was one of four small- company executives and 42 stock promoters and brokers charged on Oct. 10 with fraud or bribery, on the basis of tapes gathered by FBI agents posing as brokers.

Mr. Lucas said small companies that trade on the loosely regulated OTC Bulletin Board have to promote their stocks to gain recognition from brokers.

"The idea is to get as many brokers to handle your stock as you can," Mr. Lucas said. "The only way to do so is to hire promoters to deliver a corporate profile. We'd never be recognized unless we had a promoter.

"In many instances, the brokers want to meet the CEO. In my case, I was in the wrong place at the wrong time. The FBI was targeting someone else."

He didn't elaborate, and the FBI declined comment.

The Nasdaq, which runs the OTC Bulletin Board, said most small companies don't hire stock promoters. Instead. the companies themselves provide publicly available information to dealers.

"There are a lot of things wrong with hiring stock promoters if they give out false information, or there could be nothing wrong if they provide strictly public info," Nasdaq executive vice president John Wall said.

Through the years, the SEC has brought cases against companies and stock promoters for hyping stocks on the OTC Bulletin Board, SEC enforcement director William McLucas said.

"This is not uncommon with lower-priced stock or shell companies taken public by a bunch of promoters," McLucas said.

According to the U.S. attorney, Lucas and two stock promoters who also were charged - Richard Mallion and Michael Lapp - met in June with FBI agents posing as brokers.

The authorities say Mr. Lucas and Mr. Lapp expressed their desire to "get the (Command Credit) stock up to a couple of dollars." The stock was trading at about 30 cents at the time, court documents show.

Mr. Lucas and Mr. Lapp agreed to pay the "brokers" Command Credit stock equal to 35% of the value of all customers' purchases of company shares, the U.S. attorney alleged.

The next day, Mr. Lucas confirmed the amount of the payoff to the agents, adding that he would make out the stock to "whatever name you give me," the documents show. The agent said the name would be that of a friend who was a plumber, the papers say.

The FBI agents bought 58,000 Command Credit shares for $17,664, according to the U.S. attorney's filing. In July, after Mr. Lucas hadn't made the promised stock payment, an agent called to complain. Mr. Lucas said he would send the shares to the agent in the name of the agent's plumber friend.

"If we ever get questioned here, we've got to be able to back it up with paperwork," Mr. Lucas told the agent, according to the court documents. "We'll say he did some plumbing work, that's all."

The agent received 20,300 Command Credit shares by mail in July, a week after the conversation, the documents say.

Mr. Lucas described the "plumbing work" statement attributed to him as "a misquote." "I didn't spend all these years in the business being stupid," Mr. Lucas said. "This has been a terrible ordeal, a nightmare."

Mr. Lucas turned himself in Oct. 10 and is out on bail, an FBI spokesman said. No trial date has been set.

Like its successor, Garden City, N.Y.-based Dawcin, Command Credit offered credit-card marketing plans to banks and other lenders for customers with bad credit histories. It was delisted from Nasdaq's Small Cap Market in October 1995.

Dawcin was formed Oct. 17 when Command Credit acquired Cenna Communications Group Inc., a Melville, N.Y.-based mortgage banking company, in a $2.3 million stock acquisition.

Command shares were reverse split on a 1-for-200 basis. Edward Capuano, who controls Dawcin and is its president, said Mr. Lucas offered to resign as chairman and CEO of the new company because of his legal difficulties. Mr. Capuano rejected the offer, he said.

"Bill Lucas is above reproach, in my estimation," said Mr. Capuano, who added that he didn't know the details of the Justice Department allegations. "He's always been an honorable, upstanding gentleman."

Mr. Capuano, 53, said he was chief executive of Cenna for a few months and, before that, was owner and president of Islandia, N.Y.-based Donald Henig Inc., which did business as Island Mortgage Network.

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