SEC News Digest, 08-04-1969
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SECURITIES AND EXCHANGE COMMISSION ~r§w~ IDU@r§~~ A brief summary of financial proposals filed with and actions by the S.E.C. ( In ordering full text of Releases from SEC Publications UnIt cr te number) (Issue No. 69-147) FOR R E LEAS E _--...:A:..:;u::£g?::u~s=-t--.:4~'-=..;19:..:6,.:;..9_ MICHIGAN CONSOLIDATED GAS RECEIVES ORDER. The SEC has issued an order under the Holding Company Act (Release 35-1(440) authorizing Michigan Consolidated Gas Company, Detroit subsidiary of American Natural Gas Company, to sell $55,000,000 of unsecured promissory notes to banks. The company intends to use the proceeds of its financing to retire $20,000,000 of promissory notes issued to finance, in part, 1968 and 1969 construction and to finance, in part, the 1969 construction program (estimated at $58,600,000). AGASSIZ MINES SEEKS ORDER. Agassiz Mines Limited, of Toronto, a Canadian Corporation, nas applied to the SEC for an exemption order under the Investment Company Act with respect to a sale of its becurities to Value Line Special Situationa Fund, Inc.; and the Commission has issued an order (Release IC-S780) giving interested persons until August 26 to request a hearing thereon. In August 1968, Value Line acquired 400,000 shares of that company's common stock, or about 10% of the shares of Agassiz Mines then outstanding By virtue of such purchase the two companies became "affiliated persons" as that term ::'sdefined in the Act. Agassiz Mines seeks permission to sell an additional 79,500 shares to Value Line at a formula price of $.6525 per share. SELECTED SPECIAL SHARES RECEIVES ORDER. The SEC has issued an exemption order under the Investmen~ Company Act (Release IC-578l) permitting Selected Special Shares, Inc., Chicago mutual fund, to r ssue lLS shares at other than the public offering price thereof in exchange for substantially all of the assets ot My-Ed Corp. RAJAC INDUSTRIES TRADING BAN CONTINUED. The SEC has ordered the suspension of over-the-counter trading in the common stock of Rajac Industries, Inc., for the further ten-day period, August 5-14, inclu&ive, LAMP FASHION TO SELL STOCK. Lamp Fashion, Inc., 1110 Bronx River Ave., Bronx, N. Y. 10472, filed a registration statement (File 2-34153) with the SEC on July 29 seeking registration of 160,000 shares of common stock, to be offered for public sale at $5 per share. The offering is to be made through Lomasney ~ Co., 67 Broad St., New York, which will receive a SOC per share commission plus $5.000 for expenses. 7he company has agreed to sell the underwriter at Ie each, Six-year warrants to purchase 16,000 shares, exercis- able after one year year at prices ranging from $5.50 to $7.50 per share. The company is engaged in the manufacture of antique reproductions for the lamp and lighting fixture industries. Of the net proceeds of its stock sale, $120,000 will be used to pay 90-day renewed 8-1/2% to 9-l/2i. bank loans, $150,000 for acquisitions of companies in related businesses and $140,000 to purchase equipment, cost of installment and supclies for plant to be constructed; the balance will be added to the company's working capital and used for general corporate purposes. The company has outstanding 640,000 common shares (with a 29C per share book value), of which Nunziato Paletta, board chairman, and Simon J. Lieberman, president, own 22'1. each and management officials as a group 88%. BARBET & WEIGERT TO SELL STOCK. Barbet & Weigert Associates, Inc., 477 Madison Ave., New York 10022, filed a registration statement (File 2-34154) with the SEC on July 29 seeking registration of 200.000 shares of common stock, to be offered for public sale at $5 per share. The offering is to be made on a best efforts, all or none basiS by R. A. Wolk ...Co. ,Inc., 405 Lexington Ave., New York 10017, which will receive a )OC per share selling comIDission plus $12,000 for expenses. The underwriter also will be entitled to purchase, for $200, five-year warrants for the purchase of 20,000 shares, exercisable after one year at $5 per Share. Jesse Rogers is to receive 5,500 shares as a finder's fee. The company is engaged primarily in the acquisition of time credits from radio and television stations ("media t:lae"), both on a local and national level. Of the net proceeds of its stock sale, $120,000 will be used to increase the company's media time credit inventory by outright ~9h purchase, $230,000 for the pur- chase of merchandise and products for barter use by the company for additional media time credit inventory, $225,000 to reduce accounts payable and a short term bank loan, and the balance for working capital and other corporate purposes. The company has outstanding 333,334 common shares (with a l2C per share book value), of which Sidney J. Barbet, preaident, and Charles J. Weiger, executive vice president, own 47.75i. eac n . Pur- chasers of the shares being registered will acquire a 37.5% stock interest in the company for their i~Je&c- ment of $1,000,000 (they will sustain an immediate dilution of $3.35 in per share book value t~on tne offering price); present stockholders will then own 62.5% (with a recent book value of $40,29~). FIRST HANOVER, orHERS INDICTED. The SEC New York Regional Office announced on July 30 (LR~4383) the return of a Federal court indictment on July 23 charging First Hanover Corporation, its president, tlfre<: M. Lerner, and three others with conspiracy, substantive violations of Regulation T, and thp. filing of 2 false statement in violation of the U.S. Code. On July 28, Lerner also was indicted on charges of v Lc lat Lor of :;ECRule 10b-5. aVEI<. SEC NEWS DIGEST, AUGUST 4, 1969 Page 2 A~ON HUGHES COMPUTER TO SELL STOCK. Aron Hughes Computer Corp., 250 Broadway, New York, N. Y. 10007, fllpd a r~glstration statement (File 2-34131) with the SEC on July 29 seeking registration of 100,000 shares (,f common stock, to be offered for public sale at $5 per share. "he offering is to be made on a "best ef ro rt s, all or none" basis through H. E. Simp son Securities, Inc ,, 40 Exchange Place, New York, N. Y., wh1ch wlll receive a SOC per share commission plus $18,000 for expenses. Donald Kessler, board chairman and preSident, has agreed to sell James Simpson, president of the underwriter, 15,000 shares at l¢ per share. Organ1zed in October 1968, the company is engaged in purchasing and leaslng computer time between computer users. In addition, it intends to purchase computer equipment for sale and lease-back. Of the net proceeds of its stock sale, $300,000 w1II be used for the purchase of computer equipment to be used In the purchase-lease back program and $60,000 to recruit and tra1n salesmen to sell computer time leaSing and computer eqUipment leasing, the balance will be added to the company's workIng capital and used for general corporate purposes, includ1ng acquisltions. The company has outstanding 250,000 common shares (wah a $.24 per share book value), of wha ch Donald Kessler, baord chairman and president, owns 84%. Purchasers of the shares being registered will sustain an immediate dilut10n of $3.69 in per share book value from the offering price. LAMPORT FILES FOR OFFERING AND SECONDARY. The Lamport Company, Inc., 1040 Avenue of the Americas. New York, N. Y. 10018, filed a registratlon statement (File 2-34132) wlth the SEC on July 29 seeking registration of 270,000 shares of common stock, of which 90,000 are to be offered for public sale by the company and 180 ,000 (being out stand i ng shares) by the present holders t he reof , The offenng 1s to be made through underwriters headed by Bear, Stearns & Co ,.;One Wall St., New York, N. Y. 10005; the offenng prlce ($11.375 per share maximum*) and underwriting terms are to be supplled by amendment. The company is prinCipally engaged 1n assembling, packaglng and selling a broad line of fabrics for sale by retailers to the "sew-it-yourself" consumer. Net proceeds of i t s sale of additional stock will be added to the company's general working capital and used partially to p rov i de i.nt errrn f i nanc t ng of the $1 ,4()0,~(J(lcost of erecting addt t i ona I plant and warehouse facilities in South Carolina. In addition to Indehtedness, the company has outstanding 704,760 common shares of which Gerson Reichman, president, owns 7'7.>i';. He proposes to sell 128,900 shares of 548,240 shares held and Sl.X others the remaining shares h~lh~ registered. TECHNITREND TO SELL STOCK. Technltrend, Inc., 7300 North Crescent Blvd., Pennsauken, N. J. 08110, flIed a registration statement (F1le 2-34133) w1th the SEC on July 29 seek1ng reglstration of 115,000 shares of common stock, to be offered for pub Lic sale at $12.50 per share. The offering is to be made on a "best efforts, all-or-none" ba sts through Bovers, Dav rs & Jacobs, Inc ,, 116 John St., New Yo rl,, N. Y •. whlch will rece i ve a 63~ per share selli ng comnn ssaon , The company has agreed to i ssue the underwriter. at no cost, four-year warrants to purchase 11,500 shares, exerclsable after one year at pr1ces rang1ng from $14 to $17 per share.