November 25, 1981 Issue (Dig112581.Pdf)

( sec news__.digest· Issue 81-226 NOV 2 7 l~til November 25, 1981

NOTICE OF COMMISSION MEETINGS

Following is a schedule of Commission meetings which will be conducted pursuant to provisions of the Government in the Sunshine Act. In general, the Commission expects to follow a schedule of holding closed meetings on Tuesdays, and open meetings on Thursday morning. Meetings on Wednesday, and if necessary on Thursday afternoons, will be either open or closed according to the requirements of agenda items under consideration. The Commission will not ncrma11y meet on Mondays or Fridays.

Visitors are welcome at all open meetings, insofar as space is available.

Meetings will be held in the Commission Meeting Room on the eighth floor of the Commission's headquarters building at 500 North Capitol Street, Washington, D.C. All visitors are required to sign in and obtain passes at the Reception Desk in the lobby. Persons wishing to photograph or videotape Commission meetings must obtain permission in advance from the Secretary of the Commission. Persons wishing to tape record ~ Commission meeting should notify the Secretary's office 48 hours in advance of the meeting.

CLOSED MEETING - TUESDAY, DECEMBER 1, 1981 - 10:00 A.M.

The subject matter of the December 1 closed meeting will be: Access to investiga- tive files by Federal, State, or Self-Regulatory authorities; Institution of administrative proceedings of an enforcement nature; Institution of injunctive actions; Settlement of administrative proceedings of an enforcement nature; Regula- tory matter regarding financial institution; Freedom of Information Act appeals; Litigation matter; Regulatory matter bearing enforcement implications.

OPEN MEETING - THURSDAY, DECEMBER 3, 1981 - 10:00 A.M.

The subject matter of the December 3 open meeting will be:

(1) Consideration of whether to publish a release containing interpretations of the provisions of Item 4 of S-K. The release would provide staff views on issues which have arisen since the most recent amendments of Item 4, which relates to the disclosure of management remuneration in Commission filings. In addition, the release would reiterate prior staff interpretations with continuing validity. FOR FURTHER INFORMATION, PLEASE CONTACT Ann M. Glickman at (202) 272-2573.

(2) Consideration of whether to eliminate annual Schedules II and III of Form X-17A-5, the Financial and Operational Combined Uniform Single (FOCUS) Report, filed by brokers and dealers. FOR FURTHER INFORMATION, PLEASE CONTACT James G. Moody at (202) 272-2370.

(3) Consideration of whether to grant the application if Heizer Corporation, a business development company within the meaning of Section 2(a) (48) of the Investment Company Act of 1940, requesting an order pursuant to Section 61(a) (3) of the Act approving the issuance of options to purchase Heizer shares to certain non-employee directors pursuant to an executive compensation plan. The Commission will also consider a recommendation by the Division of Investment Management (the Division) that the Commission amend Rule 30-5 of the rules relating to general organization to delegate to the Director of the Division the authority to issue notices and orders pursuant to Sections 57(c), 57(j), 57(k), 57(n) and 61(a) (3) of the Act where the applications present no issues not previously settled by the Commission and raise no questions of fact or policy indicating that a hearing need be held. FOR FURTHER INFORMATION, PLEASE CONTACT Barbara G. Fraser at (202) 272-3017. (4) Consideration of whether to adopt three revisions to Forms N-IQ, N-l and N-2 to, among other things, eliminate the necessity for most management investment companies to file Form N-IQ on a quarterly basis and establish in its place a new requirement to report substantially similar information annually on Form N-l and N-2. FOR FURTHER INFORMATION, PLEASE CONTACT Anthony A. Vertuno at (202) 272-2107.

AT TIMES CHANGES IN COMMISSION PRIORITIES REQUIRE ALTERATIONS IN THE SCHEDULING OF MEETING ITEMS. FOR FURTHER INFORMATION AND TO ASCERTAIN WHAT. IF ANY, MATTERS HAVE BEEN ADDED, DELETED OR POSTPPNED, PLEASE CONTACT: Diane Klinke at (202) 272-2178

RULES AND RELATED MATTERS

INTEGRATED DISCLOSURE SYSTEM FOR FOREIGN PRIVATE ISSUERS

The Commission is publishing for comment three proposed new forms to be used to register offerings of securities under the Securities Act of 1933 by foreign private issuers, a proposed revision of Form 20-F (the consolidated registration and annual report form under the Securities Exchange Act of 1934 for foreign private issuers), and various amendments to related rules and forms necessitated by the proposed iotegrated disclosure system. (ReI. 33-6360)

The Commission is also publishing for comment a proposed rule relating to the age of financial statements included in filings of foreign private issuers and techni- cal amendments to other rules that would be necessitated by the adoption of such rule. (ReI. 33-6361)

The Commission is publishing for comment a proposed rule and amendments to existing rules relating to the currency in which the financial statements of foreign private issuers are to be presented in filings with the Commission. The proposals specify the criteria for determining the currency to be used in the financial statements of a foreign private issuer and would require disclosure of a history of exchange rates and dividends per share stated in United States currency. (ReI. 33-6362)

Comments on the above releases should be submitted in triplicate to George A. Fitzsimmons, Secretary, Securities and Exchange Commission, 500 North Capitol St., Washington, D.C. 20549, on or before March 31, 1982 and should refer to File No. S7-915. All comments will be available for public inspection.

FOR FURTHER INFORMATION CONTACT: Carl T. Bodolus at (202) 272-3246 or Ronald Adee at (202) 272-3250 [33-6360]; Ronald Adee or Clarence M. Staubs at (202) 272-2133 [33-6361]; and Ronald Adee or Eugene Green at (202) 272-2130 [33-6362]

COMMISSION ANNOUNCEMENTS

WEEKLY CALENDAR

The following is a schedule of speaking engagements, Congressional testimony, Commission hearings and other public events involving the Commission for the week of November 29, 1981. (Commission Meetings are announced separately in the News Digest)

Wednesday, December 2

* Chairman Shad will be the guest speaker at the SIA Annual Convention in Boca Raton, Florida.

Friday, December 4 * Commissioner Longstreth will be the luncheon speaker at the 14th Annual Securities Regulation Seminar in Los Angeles, California. The subject of his remarks is "Reliance on Advice of Counsel as a Defense to Securities Law Violations."

2 NEWS DIGEST, November 25, 1981 CIVIL PROCEEDINGS

TROY GOLD INDUSTRIES LTD. AND JAMES ALLAN FARRELL ENJOINED

The San Francisco Branch Office announced that on November 17 a complaint was filed in the U.S. District Court for the Eastern District of California seeking a permanent injunction against Troy Gold Industries Ltd., and its president, James Allan Farrell. Troy, headquartered in Calgary, Alberta, Canada, has its operating office and principal place of business in Sacramento, California; its stock is traded over-the-counter and is registered with the Commission under Section l2(g) of the Securities Exchange Act of 1934.

The complaint charges Troy and Farrell with violations of Sections lO(b) and l2(g) of the Exchange Act and Rules 10b-5 and l2b-20 thereunder. The complaint alleges that since 1977 the defendants have disseminated false and misleading information to Troy's shareholders concerning, among other things, the ore grade, ore reserves, rate of excavation, assay results, and milling activities of the mines and mill operated by Troy, and concerning the present and prospective earnings of Troy. The complaint further alleges that the defendants made false and misleading statements in a Form 10 registration statement filed with the Commission under Section l2(g) of the Exchange Act.

Simultaneously with the filing of the complaint, the defendants, without admitting or denying the substantive allegations of the complaint, consented to the issuance of an order of permanent injunction prohibiting further violations. Such an order was issued on November 18 by the Honorable Milton L. Schwartz, U.S. District Judge. (SEC v. Troy Gold Industries Ltd. and James Allan Farrell, E.D. Cal., Civil Action No. S-8l-823-MLS). (LR-951l)

CRIMINAL PROCEEDINGS

MICHAEL SUTTON WOLFE SENTENCED

The San Francisco Branch Office announced that on November 16 Michael Sutton Wolfe of Napa, California, was sentenced on a mail fraud charge to which he had pleaded guilty on October 5. He received three years' imprisonment with, however, two-and-a- half years of that term being suspended. He was also placed on probation for five years.

Wolfe had been charged in a one-count information which alleged that while employed as an account executive at a brokerage firm, he sold securities from clients' accounts and diverted the proceeds to his own use. (U.S. v. Michael Sutton Wolfe, N.D. Cal., Criminal Action No. CR8l-0353 [MHP]). (LR-9509)

INVESTMENT COMPANY ACT RELEASES

BOSTON FINANCIAL APARTMENTS ASSOCIATES, L. P.

An order has been issued pursuant to Section 6(c) of the Investment Company Act of 1940 exempting Boston Financial Apartments Associates, L. P. and its general part- ners, BFTG Residential Properties, Inc. and Franklin Housing Associates, from all provisions of the Act and rules thereunder in connection with investments in other limited partnerships that will develop, own and operate government assisted housing complexes under the policies and objectives of Title IX of the Housing and Urban Development Act of 1968. (ReI. IC-12054 - Nov. 24)

HOLDING COMPANY ACT RELEASES

LOUISIANA POWER & LIGHT COMPANY

A supplemental order has been issued releasing jurisdiction over the terms and con- ditions and the fees and expenses to be incurred by Louisiana Power & Light Company, subsidiary of Middle South Utilities, Inc., in connection with the previously authorized issuance and sale of up to $100 million of first mortgage bonds. (ReI. 35-22284 - Nov. 23)

NEWS DIGEST, November 25, 1981 3 SELF-REGULATORY ORGANIZATIONS

APPROVAL OF PROPOSED RULE CHANGE

The Commission has approved a proposed rule change filed by the Midwest Stock Exchange, Inc. (SR-MSE-8l-9) to amend its rules relating to the suspension of a specialist's registration. (Rel. 34-18283)

SECURITIES ACT REGISTRATIONS

The following registration statements have been filed with the SEC pursuant to the Securities Act of 1933. The information noted below has been taken from the cover page and the facing sheet of the prospectus and registration statement and will appear as follows: Form: Name, address and phone number (if available) of the issuer of the security: Title and the number or face amount of the securities being offered: Name of the managing underwriter (if applicable): Whether the offering is a rights offering: File number and date filed: Assigned Branch: and whether the registration statement is a New Issue.

(S-18) DESTINY ENTERTAINMENT CORPORATION, 301 North Robertson Blvd., Beverly Hills, CA 92011 (213) 274-9300 - 16,000,000 shares of common stock. Underwriters: Hackert/ Modesitt Investments, Ltd. and Centennial State Securities, Inc. The company is in the development stage and intends to serve as an independent entertainment com - pany. (File 2-74975 - Nov. 20) (Br. 4 - New Issue)

(S-l) ARGO OIL AND GAS PROGRAM 1982, 10880 Wilshire Blvd., Suite 1003, Los Angeles, CA 90024 - 6,000 units of preformation limited partnership interests. (File 2-75004 - Nov. 23) (Br. 4 - New Issue)

(S-16) FORUM GROUP, INC., 8900 Keystone Crossing, Suite 1200, Indianapolis, IN 46240 (317) 846-0700 - 640,017 warrants (each to purchase a share of common stock): $177,700 of unrestricted secured promissory notes, due 1987: 800,021 shares of common stock; and 1,912,342 shares of common stock. (File 2-75008 - Nov. 23) (Br. 6)

(S-14) MT. ZION BANCORP, INC., 340 Main St., Mt. Zion, IL 62549 (217) 864-2353 - 10,000 I shares of common stock. (File 2-75009 - Nov. 23) JBr. 2 - New Issue) 1 1 (S-16) RCA CORPORATION, 30 Rockefeller Plaza, New York, NY 10020 (212) 621-6000 - $150 million of % notes, due December 1, 1988. Underwriters: Lehman Brothers Kuhn J Loeb Incorporated and Lazard Freres & Co. The company engages in the manufacture, sale, distribution, lease and servicing of, and research relating to, electronic products, including color and black-and-white television receivers. (File 2-75013 - Nov. 23) (Br. 3) I (S-16) CENTRAL HUDSON GAS & ELECTRIC CORPORATION, 284 South Ave., Poughkeepsie, NY 12601 I (914) 452-2000 - 750,000 shares of common stock. The company supplies electric and il gas service. (File 2-75016 - Nov. 23) (Br. 7) !t (S-6) THE CORPORATE INCOME FUND, ONE HUNDRED FORTY-FIRST MONTHLY PAYMENT SERIES, AND THE CORPORATE INCOME FUND, ONE HUNDRED SIXTY-SIXTH SHORT TERM SERIES, One Liberty i Plaza, 165 Broadway, New York, NY 10080 - an indefinite number of units of benefi- cial interest (each Series). Depositors: Merrill Lynch, Pierce, Fenner & Smith Incorporated, One Liberty Plaza, 165 Broadway, New York, NY 10080, Dean Witter Reynolds Inc., Bache Halsey Stuart Shields Incorporated and Shearson/American Express Inc. (File 2-75017 and 2-75018 - Nov. 23) (Br. 17 - New Issues)

(S-14) DOME PETROLEUM LIMITED/DOME RESOURCES LIMITED, 3300 Dome Tower, 333 Seventh Avenue South West, Calgary, Alberta, Canada T2P 2Zl (403) 260-5100 - 8,400,000 $5.75 (Canadian) Class A retractable preferred shares (Dome Petroleum); 11,200,000 warrants to purchase common shares (Dome Petroleum): and 11,200,000 common shares. (File 2-75019 - Nov. 23) (Br. 4 - New Issue)

(S-15) TEXAS COMMERCE BANCSHARES, INC., 712 Main St., Houston, TX 77002 (713) 236-4865 - 384,000 shares of common stock. (File 2-75020 - Nov. 24) (Br. 1)

4 NEWS DIGEST, November 25, 1981 (S-l) CONNECTICUT GENERAL REALTY INVESTORS LIMITED PARTNERSHIP, 950 Cottage Grove Rd., Bloomfield, CT 06152 - 20,000 units of limited partnership interest. (File 2-75021. - Nov. 24) (Br. 6 - New Issue)

(S-16) THE BANK OF NEW YORK COMPANY, INC., 48 Wall St., New York, NY 10015 (212) 530-1784 - $75 million of % convertible subordinated debentures, due 2006. Underwriters: Goldman, Sachs & Co. and Merrill Lynch White Weld Capital Markets Group. (File 2-75022 - Nov. 24) (Br. 2)

(S-15) HARTFORD NATIONAL CORPORATION, 777 Main St., Hartford, CT 06115 (203) 728-2000 - 206,186 shares of common stock. (File 2-75023 - Nov. 24) (Br. 2)

(S-7) SOUTHEASTERN MICHIGAN GAS ENTERPRISES, INC., 405 Water St., Port Huron, MI 48060 (313) 987-7900 - 225,000 shares of common stock. 225,000 shares of common stock. Underwriter: First of Michigan Corporation, 100 Renaissance Center, 26th Floor, Detroit, MI 48243. (File 2-75024 - Nov. 24) (Br. 8)

(S-7) REPUBLIC AUTOMOTIVE PARTS, INC., 22777 Kelly Rd., East Detroit, MI 48021 (313) 779-7000 - 600,000 shares of common stock. Underwriter: Merrill Lynch White Weld Capital Markets Group. The company is a distributor of a wide range of automobile repair and replacement parts. (File 2-75025 - Nov. 24) (Br. 4)

(S-16) IMPERIAL OIL LIMITED, III St. Clair Avenue West, Toronto, Ontario, Canada M5W lK3 (416) 968-4111 - $200 million of % sinking fund debentures, due 2011. Underwriters: Salomon Brothers Inc. and Wood Gundy Incorporated. The company is a producer of crude oil. (File 2-75026 - Nov. 24) (Br. 4)

(S-7) TRANS WORLD CORPORATION, 605 Third Ave., New York, NY 10158 (212) 557-3000 - 950,000 shares of common stock. (File 2-75027 - Nov. 24) (Br. 3)

(S-16) PETROLANE INCORPORATED, 1600 East Hill St., Long Beach, CA 90806 (213) 427-5471 - $50 million of % notes, due 1991. Underwriters: Dean Witter Reynolds Inc. and Lehman Brothers Kuhn Loeb Incorporated. The company operates primarily in the energy industry. (File 2-75028 - Nov. 24) (Br. 1)

(S-l) LOUISIANA GENERAL SERVICES, INC., 1233 West Bank Expressway, Harvey, LA 70058 - $6 million of % subordinated investment notes, Series H-l and Series H-2, due March 31, 187, and Series H-3 and Series H-4, due March 31, 1992. The company is engaged in residential and commercial and industrial gas operations. (File 2-75030 - Nov. 24) (Br. 7)

(S-14) OGDEN-SARATOGA CORPORATION, 4230 Saratoga Ave., Downers Grove, IL 60515 (312) 963-4100 - 48,000 shares of common stock. (File 2-75038 - Nov. 20) (Br. 2 - New Issue)

REGISTRATIONS EFFECTIVE

Nov. 5: Sooner Energy Corporation, 2-72745. Nov. 9: Service Corporation International, 2-74352. Nov. 10: Electronic Funds Transfer Systems, Inc., 2-74152-C. Nov. 12: FXC Investment Group, Inc., 2-68328-NY. Nov. 13: BIS Communications Corporation, 2-71524-NY; Dynatrend Incorporated, 2-74089-B; Eaton Vance Tax-Managed Trust, 2-74378; Nuveen Tax-Exempt Bond Fund, Series 191, 2-74474; Peoples Bancorp, 2-74304. Nov. 16: East Rand Consolidated Limited, 2-74643; Furukawa Electric Co., Ltd., 2-74543; Petrogene Oil and Gas Associates, Limited Partnership, and Genoco Indus- tries, Inc., 2-73062; Safeguard Business Systems, Inc., 2-74391. Nov. 17: Alpine Geophysical Corporation, 2-72620; American Tax Exempt Bond Trust, Series 53, 2-74730; Anadarko Production Company, 2-72767; Associates Corporation of North America, 2-70575; Avantek, Inc., 2-74680; Carolina Power & Light Co., 2-74687; Cascade Natural Gas Corp., 2-74714; Chemical New York Corporation, 2-74875; Delmarva Power & Light Company, 2-74601; Empire of Carolina Inc., 2-73208 & 2-73209; First American Corporation, 2-73855; Florida Power & Light Company, 2-73799; Ford Motor Credit Company, 2-71624; GTI Corporation, 2-74182; Hawaiian Electric Company, Inc., 2-74651; International Totalizator Systems, Inc., 2-73575; Kallestad Labora- tories, Inc., 2-74678; The Kroger Co., 2-74862; Mobile Gas Service Corp., 2-74613; Municipal Bond Trust, Series 99, 2-73964; Municipal Investment Trust Fund, Two Hundred Third Monthly Payment Series, 2-74334; Philip Morris Incorporated, 2-73049 & 2-74831; Public Service Company of Indiana, Inc., 2-74793; Siscon Corporation, 2-73422; Tax Exempt Securities Trust, Series 57, 2-74276; Texas Eastern Trans- mission Corporation, 2-74823; Texas-New Mexico Power Company, 2-74332; Southeast Tax-Exempt Income Trust, Series 8, 2-74344; Visual Technology Inc., 2-73531.

NEWS DIGEST, November 25, 1981 5 rr REGISTRATIONS WITHDRAWN

Oct. 20: Wind Energy, Inc., 2-73441-0. Nov. 2: Synthetic Fuels, Inc., 2-70926-0. Nov. 4: International Aerospace Associates, Inc., 2-66969. Nov. 9: ,Wespercorp, 2-73649.

RECENT 8K FILINGS

Form 8-K is used by companies to file current reports on the following events:

Item 1. Changes in Control of Registrant. Item 2. Acquisition or Disposition of Assets. Item 3. Bankruptcy or Receivership. Item 4. Changes in Registrant's Certifying Accountant. Item 5. Other Materially Important Events. Item 6. Resignations of Registrant's Directors. Item 7. Financial Statements and Exhibits.

The companies listed below have filed 8-K reports for the date indicated and/or amendments to 8-K reports previously filed, responding to the item(s) of the form specified. Copies of the reports may be purchased from the Commission's Public Reference Section (in ordering, please give the date of the report). An invoice will be included with the requested material when mailed.

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NEWS DIGEST, November 25, 1981 7 -,----..... • ...... , ...,@ ,,."'i"r'*j'Me~: ..:.. tt%'1 ''''=8ti'' _ ~ SECURITIES AND .. J(CHANGE CO....""SSION POSTAGE AND FEES PAID WASHINGTON, D.C. 20549 U.S. SECURITIES AND " " EXCHANGE COMMISSION

OFFICIAL BUSINESS PENAL 'Tv FOR PRIV ATE USE WASHINGTON, D.C. $300 G-123 NOTICE Many requests for copies of documents referred to in the "SEC News Digest" have erroneously been directed to the Government Printing Office. Copies of such documents, registration statements, and other filings may be ordered by writing to the Public Reference Branch, Securities and Exchange Commission, Washington, D.C. 20549. When you are ordering more than one, we prefer that the documents be listed in alphabetical order by registrant name to expedite service. Cost estimates are given on request. Two types of service are available through the Public Reference Branch, one of which (priority service) is also available directly from the SEC'sservice contractor.

REGULAR SERVICE - The regular service reproduction cost is 10e per page, including applicable salestaxes, plus postage ($5.00 minimum order). Regular service orders will be shipped within seven calendar days of the receipt by the SEC's service contractor of your request, forwarded from the Public Reference Branch. Slight delays may occur if the materials to be copied are not already in the contractor's master files. PRIORITY SERVICE - Copies of documents may be ordered by tele- phone directly from the SEC's service contractor by calling 301/ 951-1350 (Maryland callers), or the toll-free number, 800-638-8241. The priority reproduction cost is 35; per page plus postage and applicable sales taxes ($10.00 minimum order). Priority service orders will be shipped by 4:00 PM of the working day following the day of your telephoned request for materials already in the contractor's master files. Cost estimates are given on request. All other reference material is available in the SEC Docket.

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