SEC News Digest, 03-24-1969
Total Page:16
File Type:pdf, Size:1020Kb
SECURITIES AND EXCHANGE COMMISSION ~~~~ lIDil@J!~~ 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 cite number) (Issue No. 69-56) FOR R E LEA SE _-,Ha=c...=c!!.h..,.!!2:=4..........;1~9~6L9 _ SEC AMENDS TEMPORARY RULES RELATING TO TENDER OFFERS. ETC. The SEC today announced the adoption of amendments to its rules under Sections 13(d), 13(e), 14(d) and 14(f) of the Securities Exchange Act of 1934. Those sections of the Act relate to matters such as the acquisition of equity securities by the issuer thereof or other persons, the invitation of tender offers, and changes in the majority of the directors of a company. The amended rules require the filing of eight copies of all material required to be fUed with the CommiSSion under those sections. Previously the number of copies to be filed was not specified. (Release 34-8556) CENTRAL POWER & LIGHT RECEIVES ORDER. The SEC haa issued a second supplemental order under the Holding Company Act (Release 35-16321) authorizing Central Power and Light Company ("CP&L"), a Corpus Chriati subSidiary of Central and South West Corporation, Wilmington, Del. holding company, to increase the &aOunt of notes it may sell to the parent from $11,000,000 to $20,000,000 to be outstanding at anyone time. CP&L will use the funds to finance temporarily its construction program. HARTFORD FUND RECEIVES ORDER. The SEC haa issued an order under the Investment Company Act (Relea.e IC-5639) exempting Hartford Mutu'll Investment Fund, Inc., Hartford, Conn., from the $100,000 min1mu1llnet worth and certain other provisions of the Act. Organized under Connecticut law in September 1968, the Fund has indicated that its shares will be issued only to Connecitcut savings banks; it is presently managed by a board of directors consisting of officials of savings banks wh1.ch will own its stock. The Fund will con- contract for custodial, transfer agent and dividend disbursing services with Hartford National Bank and Tru8t Company and for advisory services with Lionel D. Edie & Company, Inc. V. E. ANDERSON CO. RESTRAINED. The SEC Denver Regional Office announced March 17 (LR-4263) that, on complaint of the Commission, V. E. Anderson & Company, a partnership, and Vernon E. and Elizabeth Anderson, partners, without admitting the allegations of the complaint, consented to an order of the U. S. District ~ourt in Salt Lake City, temporarily rest!'aining them from engaging in the securities business in violation of the SEC record-keeping and reporting rules. INDICTMENT NAMES PHILIP PELTZ. On March 14, a Federal grand jury in New York City returned an indict- ment charging Philip Peltz of that City with bribery and conspiracy to obtain confidential information fra. an employee of the Commission, including matters relating to Georgia-Pacific Corporation (LR-4264). TRADING SUSPENSION CONTI~~ED" The SEC has ordered the suspension of over-the-counter trading in the common stock of Texas Uranium Corporation for the further period March 25 through April 3, 1969, inclusive. KNIGHT NEWSPAPERS FILES FOR SECONDARY. Knight Newspapers, Incorporated, 14 East Exchange St., Akron, Ohio 44308, filed a registration statement (File 2-32146) with the SEC on March 20 seeking registra- tion of 950,000 outstanding shares of common stock, to be offered for public sale by the present holders thereof through underwriters headed by Goldman. Sachs & Co., )5 Broad St., New York. The offering price ($32 per share maximulll*)and underwrit ing terms are to be supplied by amendment. The company and its subsidiaries are primarily engaged in the publication of several daily newspapers in Miami, Detroit, Akron, Charlotte, Tallahassee snd Macon (among other places); it also owns minority interests in companies operating radio and television stations in the Akron, Dayton and Dallas area.. In addition to indebtedness and preferred stock, it has outstanding 4,785,077 common shares. John S. Knight, director and editorial chairman, proposes to sell 620,000 of 2,337,450 shares held, and Jame. L. Knight, board chairman and chief executive officer, 330,000 of 1,426,500. Lee Hills is president and executive editor. NATIONAL BERYLLlA FILES FOR OFFERING. National Beryllia Corp., Haskell, N. J. 07420, filed a registra- tion statement (File 2-32147)wlth the SEC on March 20 seeking registration of 100,000 shares of common .tock. Of this stock, 88,246 shares are to be offered for subscription by holders of outstanding common at the rate of one new share for each five shares held, and st the sub~cription price of $12 per share. The offering is to be underwritten by Arnhold and S. Bleichroeder, Inc., 30 Broad St., New York, which will receive 25~ per share commission. As additional compensation, the company has agreed to pay the underwriter rights to subscribe for 6,689 shares at $12 per share. The remaining 5,065 shares are to be offered to key employees pursuant to unexercised Key Employee Stock Options. The company is engaged in the research, development, manufacture, fabrication and .ale of ceraaic prodlJcts, composite materials and ceramic-to-metal asselllbliesmade primarily from berylliU1lloxide and to a minor extent from other pure oxides. Of the net proceeds of its stock sale, $500,000 will be used to coepletf the building and equipping of new plant facilities and additional equipment to expand production, $350,000 to expand various other facilities, and the balance for working capital and other purpose., including further expansion. In addition to indebtedness, the company has outstanding 441,229 common shares, of which manage- ment officials own 27.3%. Christian E. Nelson is president and board chairman. OvER. SEC NEWS DIGEST, MARCH 24, 1969 SUNSET PAllTN!RSHIP PROPOSES OFFERING. Sunset Partnership Management Corporation (wholly owned subsidiary of Sunset International Petroleum Corporation ("Operator"», 2400 Fidelity Union Tower, Dallas, Tex. 75201, filed a registration statement (File 2-32108) with the SEC on March 18 seeking registration of $10,000,000 of participations in its 1969 Sunset International Petroleum Exploration Program, to be offered for sale to selected investors in 2,000 units, at $5,000 per unit. Selected broker-dealers who assist in solicitation of participations in the Program will receive up to a 51. commission. Net proceeds of the sale of participa- tions will be placed in an Exploration Fund and invested in the 1969 SIPCO Limited Partnership, under which the Program shall be the sole limited partner and the Operator, a wholly owned subsidiary of Commonwealth United Corporation, the sale general partner. The Partnership intends to spend the funds primarily in the acquisition, exploration and drilling of unproven properties in various parts of the U. S. and Canada. A. Bruce Rozet is president of Management Company and board chairman of Commonwealth United. TENNECO PROPOSES OFFERING. Tenneco Inc., Tennessee Bldg., Houston, Tex. 77002, filed a registration state· ment (File 2-32110) with the SEC on March 18 seeking registration of $100,000,000 of debentures, due 1979, with warrants to purchase 2,500,000 common shares, to be offered for public sale in units, each consisting of a $1000 debenture and warrants to purchase 25 shares. The offering is to be made through underwriters headed by Stone & Webster Securities Corporation, 90 Broad St., New York, N. Y. 10004 and three other firms; the interest rate, offering price ($1,050 per unit maximum*) and underwriting terms are to be supplied by amendment. The company sells gas to, or transports gas for, transmission and distribution companies for resale under long-term contracts principally in the eastern United States. Net proceeds of its financing will be applied by the company to payment of short-term notes outstanding under its Credit Agreement; part will be advanced to its subsidiary. Tenneco Corporation, for the payment of short-term notes outstanding under its Credit Agreement. Proceeds of such short-term notes were used, and the remaining proceeds will be used, for the expansion of the company's natural gas transmission business and for advances to Tenneco Corporation for expansion of the operations of its subsidiaries. In addition to indebtedness and preferred stock, the company has outstanding 54,467,989 common shares. Gardiner Symonds is board chairman and N. W. Freeman president. CONTINENTAL FUNDING TO SELL STOCK. Continental Funding Corporation, 1255 Post St., san Francisco, Calif. 94109, filed 8 registration statement (File 2-32111) with the SEC on March 19 seeking registration of 150,000 shares of capital stock, to be offered for public sale through underwriters headed by Davis, Skaggs & Co., 160 Sansome St., San Francisco, Calif. 94104. The offering price ($7.75 per share maximum*) and underwriting terms are to be supplied by amendment. The company has agreed to pay the Dsvis, Skagga firm $12,500 for expenses and to grant it five-year warrants to purchase 15,000 shares, exercisable initally (after one year) at 1071. of the initial offering price. Organized under California law in October 1967, the company in August 1968 acquired all the outstanding capital stock of Thomas & Fryday Securities Co., a California broker-dealer firm. The company is engaged primarily in the sale of mutual fund shares and life insurance. Of the net proceeds of its stock sale, $350,000 will be used for sales expansion in California, $100,000 for expansion of its life insurance and mutual fund sales efforts into other states, $75,000 for development of systems and procedures designed to process a larger volume of business, $75,000 for development of a property and casualty insurance department and $50.000 for development of a real estate sales and service department and $150,000 to expand the home office operation; the balance will be added to the company's working capital and may be used to finance program loans.