SEC News Digest, 12-10-1968
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SECURITIES AND EXCHANGE COMMISSION a1~~~ IDll@~~~ A BRIEF summary OF FINANCIAL PROPOSALS filed with AND ACTIONS by the S.E.C. I In order.ng FULL text OF Relea.e. fr0sk~ublicatian. Unit. CITE numb.r) (Issue No. 68-240) FOR RELEASE December 10, 1968 SPORrSWORLD COMMUNICATIONS TO SELL STOCK. Sportsworld Communications Corp., 100 Park Ave., New York 10017, filed a registration statement (File 2-30936) with the SEC on December 4 seeking registration of 180,000 shares of common stock, to be offered for public sale at $5 per share. The offering is to be made on an "all or none, best efforts" basis by Shaskan £. Co., Inc., 67 Broad St., New York 10004, which will re- ceive a 50¢ per share selling commission plus $15,000 for expenses. The company has agreed, subject to completion of this offering, to sell the underwriter, for $180, five-year warrants to purchase 18,000 common shares, exercisable after one year at $5 per share. In addition, the company has agreed to pay First Consolidated Corporation, a principal stockholder of the company, $35,000 in consideration for the latter's services as a finder. Organized under Delaware law in November 1968, the company intends to publish monthly sports magazines entitled "Sporting Eye," whose format and content will be designed to appeal to readers interested both in regional and national sports events and developments. Net proceeds of the company's stock sale will be used as initial working capital for purposes including initial advertising and promotion of the initial issues of "Sporting Eye" magazine and publication of the first two regional magazines, "New York Sporting Eye" and "California Sporting Eye." In addition to preferred stock, the company has outstanding 220,000 common shares (with a 3¢ per share book value), of which Stanford Karp, president, and Mickey L. Herskowitz, senior vice president, own 50% each. Upon completion of this offering, public investors will have paid $900,000, or $5 per share, for 180,000 common shares, representing 45% of the then outstanding common stock, and Karp and Herskowitz will have paid A total of $2,200, or l¢ per share, for 220,000 common shares, representing 55% of the then outstanding common stock. First Consolidated acquired the 50,000 outstanding preferred shares at $2 per share; it has paid $10,000 and is required to pay annual installments of $18,000 for five years. The shares are convertible into common on a share for share basis. Stanley Snyder, a director of the company, is A director and principal stock holder of First Consolidated. PENNZOIL UNITED PROPOSES EXCHANGE OFFER. Pennzoil United, Inc., 900 Southwest Tower, Houston, Tex. 77002, filed a registration statement (File 2-30937) with the SEC on December 4 seeking registration of 14,511,197 shares of $3.30 cumulative preference stock (each preference share convertible into 1.6 common shares). It is proposed to offer these shares in exchange for common shares of American Smelting and Refining Company ("ASARCO"), on a share-for-share basis. White, Weld £. Co. and Lehman Brothers will head a group of dealers who will solicit acceptances of the exchange offer. The exchange offer is subject to approval of Pennzoil stockholders at a special meeting scheduled for January 1969. Pennzoil was formed in April 1968 by the consolidation of Pennzoil Company and United Gas Corporation. It is a natural resource company engaged in oil and gas exploration and production, natural gas transmission, the refining and marketing of Pennzoil motor oil, lubricants and related products and the mining and process- ing of copper, molybdenum, potash and sulphur. ASARCO is a mining, smelting and refining company which conducts operations in the United States and several foreign countries. In addition to indebtedness and pre- ferred stock, Pennzoil has outstanding 15,651,447 common shares, of which management officials as a group own 10.05%. J. Hugh Liedtke is board chairman and chief executive officer and William C. Liedtke, Jr., preSident. METAFRAME COPR. FILES FOR SECONDARY. Metaframe Corporation, 87 Route 17, Maywood, N. J. 07607, filed a registration statement (File 2-30938) with the SEC on December 4 seeking registration of 143,000 shares of common stock, of which 75,000 shares are to be offered for public sale by the company and 68,000 (being outstanding shares) by the present holders thereof. The offering is to be made through underwriters headed by Ladenburg, Thalmann £. Co., 25 Broad St., New York 10004; the offering price ($22 per share maxu.um*) and underwriting terms are to be supplied by amendment. The statement also covers 15,000 outstanding shares issued pursuant to options granted in connection with financial services rendered to the company. The company i8 an integrated manufacturer of a complete line of aquarium and aquarium appliances, in- cluding heaters, pumps and filters, and other related products intended primarily for use in the home, and pet shop display fixtures. It also distributes aquarium products, pet supplies and pet foods. Of the net proceeds of its sale of additional stock, the company will use $1,300,000 to retire bank loans, proceeds of which were used as working capital; the balance will be added to general funds for working capital, which may be used in connection with the acquisition of other businesses. In addition to indebtedness and pre- ferred stock. the company has outstanding 1,001,223 common shares, of which Harold Nestler, board chairman, Harding W. Willinger, president, and Allan H. Willinger, senior vice president, own 11.74 each and manage- ment officials as a group 48%. Nestle~and Allan and Harding Willinger propose to aell 10,000 shares each of 111,759. 117,723 and 117,723 shares held, respectively, Eugene Bleiweiss, senior vice preSident, 10,000 of 41.716 and five other a the remaining shares being registered. Three persons propose to sell the shares issued upon exercise of options. OVER SEC NEWS DIGEST, DECEMBER 10, 1968 Page 2 ALLEGHENY POWER TO SELL STOCK. Allegheny Power System, Inc., 320 Park Ave., New York 10022, filed a registration statement (File 2-30939) with the SEC on December 4 seeking registration of 1,500,000 shares of common stock, to be offered for public sale at competitive bidding. An electric utility holding company, the company owns all of the couunon stocks of Monongahela Power Company, The Potomac Edison Company and West Penn Power Company. Net proceeds of Allegheny Power's stock sale will be invested in subsidiaires to assist them in financing their construction expenditures. Constrution expenditures of the subsidiaries for the three years 1968, 1969 and 1970 are estimated at $450,000,000 ($150,000,000 for 1968, $170,000,000 for 1969 and $130,000,000 for 1970). LIBBY MC~I& FILES OFFERING PROPOSAL. Libby, McNeill & Libby, 200 S. Michigan Ave., Chicago, Ill. 60604, filed a registration statement (File 2-30943) with the SEC on December 5 seeking registration of $15,000,000 of convertible subordinated debentures due 1989, to be offered for public sale through under- writers headed by Goldman, Sachs & Co., 55 Broad St., New York 10004. The interest rate, offering price and underwriting terms are to be supplied by amendment. The company is a large and diversified processor of canned and frozen food products. Net proceeds of its debenture sale will be used to reduce short-term borrowings incurred principally to finance increased inven- tories and capital improvements and to make a deposit of $6 million for the purpose of making subsequent repay. ments of part of 6% term loan notes due 1972. In addition to indebtedness and preferred stock, the company has outstanding 5,980,897 comnon shares, of which Nestle Alimentana S.A. of Cham and Vevey, Switzerland, owned beneficially 1,031,899 shares, and Unilac, Inc. of Panama, Republic of Panama, an affiliate of Nestle Alimentana S.A. 978,555 shares, such holdings in the aggregate representing approximately 34% of the outstand- ing common stock of the company. Lyndle W. Hees is board chairman and chief executive officer and David E. Guerrant president. UNITED BANCSHARES OF FLA. FILES FOR OFFERING AND SECONDARY. United Bancshare of Florida, Inc., 120 Andalusia Ave., Coral Gables, Fla. 33134, filed a registration statement (File 2-30944) with the SEC on December 5 seeking registration of 200,000 shares of common stock, of which 150,000 are to be offered for public sale by the company and 50,000 (being outstanding shares) by ths present holders thereof. The offer- ing is to be made through underwriters headed by Merrill Lynch, Pierce, Fenner & Smith, Inc., 70 Pine St., New York 10005; the offering price ($30 per share maximum*) and underwriting terms are to be supplied by amendment. The company is engaged in business as a bank holding company; it owns a 94.1% stock interest in The Miami Beach First National Bank, 98.3% in United National Bank, Miami, and 95.6% in Coral Gables First National Bank; and it is now engaged in now engaged in organizing United National Bank of Dadeland. Of the net proceeds of the company's sale of additional stock, $300,000 will be used to repay a portion of the debt incurred to purchase the Coral Gables bank, $2,000,000 will be added to the capital funds of that bank, and $250,000 will be added to the capital funds of United Dadeland, increasing the company's initial investment therein from $500,000 to $750,000; the balance will be added to the company's general funds and will be available for general corporate purposes. The company now has outstanding, in addition to indebtedness, 758,901 common shares, of which Frank Smathers, Jr., president and board chairman owns 14.74% and other officials and additional 10.5%; members of the Smathers family own a total of 56.4%.