sec news.di.gest

~~~~e~~~!~~ Vol. 10, No.9 - Septerrher 28) SEP 15 1976 Septerrher 14, 1976

COMMISSION ANNOUNCEMENTS U.S. SECURITIES AND EXCHANOE COMMISSION REORGANIZATION OF FUNCTIONS PRESENTLY PERFORMED BY THE OFFICE OF OIL AND GAS

Richard H. Rowe, Director of the Division of Corporation Finance, announced a reorgani- zation of the functions presently performed by the Division's Office of Oil and Gas and its Office of Engineering. Effective immediately, all of the Division's engineers and geologists are consolidated in one office, which has been designated the Office of Engineering. J. Lawrence Muir, presently Chief of the Office of Oil and Gas, has been designated Chief of the new Office of Engineering. The Oil and Gas engineers and geologists, the mining engineers, and the evaluation engineer in the new consolidated office will provide review assistance to the Division's operating branches on technical oil and gas, mining, and other engineering matters.

The Branch of Corporate Analysis and Examination which has been located in the Office of Oil and Gas has been transferred to one of the Division's Assistant Directors for Operations, Ernestine M. R. Zipoy. This branch will continue to review filings of oil and gas drilling programs ana registration statements covering the sale of interests in oil and gas rights, with appropriate technical assistance from the new Office of Engineering.

H. Burlin Texier, presently Special Counsel to the Office of Oil and Gas, has been named Special Counsel to the Division's Office of Tender Offers and Small Issues. In his new position, Mr. Texier will handle matters relating to suspensions of the exemp- tion from registration for fractional undivided interests in oil and gas rights pre- sently provided by Regulation B. In addition, he will provide assistance on legal matters related to oil and gas filings, as well as provide other services to the Office of Tender Offers and Small Issues.

R. HOE & COMPANY, INC. ADVISORY REPORT FILED

The Commission has filed an advisory report with the u.S. District Court for the Southern District of New York with respect to an internal plan of reorganization, under Chapter X of the Bankruptcy Act, of R. Hoe & Company, Inc., a manufacturer of woodworking saws. The debtor has outstanding almost two million shares of two issues of common stock, Class A and common, both publicly held.

Under the plan administrative and priority creditors will be paid in full in cash, while unsecured creditors will be paid in full in cash short-term notes and new common stock. Class A shareholders will receive new common stock but common stockholders will not participate since no value was available for their shares. The Commission in its report concluded that the plan can be found to be fair and equitable and feasible if amended, inter alia, to provide that Class A shareholders receive about 20% of the outstanding shares of reorganized Hoe rather than the 4.5% originally provided. (Rel. CR-319)

REGISTRATION~OF AMSWISS INTERNATIONAL CORP. SUSPENDED; GLENN WOO BARRED

Administrative Law Judge Jerome K. Soffer has issued an initial decision suspending for 60 days the registration under Section 15(b) of the Securities Exchange Act of 1934 of Amswiss International Corp., of Jersey City, N.J., and barring Glenn Woo, president of Amswiss, from association with any broker or dealer. The sanction against Woo contains a proviso that after 18 months he may applv to the Commission for leave to become associated with a broker or dealer in the performance of back office opera- tions only.

The sanctions imposed in the public interest were based upon findings that Amswiss and Woo, between March 22 and July 21, 1971 wilfully violated and wilfully aided and abetted violations of the registration provisions of Sections 5(a) and 5(c) of the Securi ties Act in connection with the offer and sale of the common stock of Meridian Fast Food Services, Inc.; that between March 22, 1971 and February 14, 1972, they wil- fully violated and wilfully aided and abetted violations of the antifraud provisions contained in Sections l7(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; and that on August IS, 1976, a final judgment of permanent injunction was entered against them in the U.S. District Court for the Southern District of New York enjoining them from further violations of the securities laws. In particular, Amswiss and Woo were found to have engaged in a manipulation of the price of the Meridian common stock on behalf of others. Among other things, they acquired most of the trading float of the stock, effected transactions at arbitrarily inflated prices, caused selective purchases to be made, dominated and controlled the market in said stock, and induced others to act as market-makers, all for the purpose of artifically increasing the price of the Meridian stock. Moreover, it was found that they failed to disclose to the purchasers and sellers of Meridian the manner in which the trading therein was being conducted.

The decision is subject to review by the Commission on its own motion or on petition of a party.

HOLDING COMPANY ACT RELEASES

ALLEGHENY POWER SYSTEM

An order has been issued approving a proposal of Allegheny Power System, Inc., a registered holding company, and all of its wholly-owned subsidiaries, that the System be granted authority to make loans to transferred employees pursuant to the System's Moving Policy despite certain deviations from the limitations of Rule 48(b) (2) (iii). (ReI. 35-19676 - Sept. 10)

LOUISIANA POWER AND LIGHT COMPANY

A notice has been issued giving interested persons until October 4 to request a hear- ing on a proposal of Louisiana Power & Light Company, subsidiary of Middle South Utili- ties, Inc., whereby Louisiana will operate and possibly subsequently acquire the elec- tric utility facilities of the Town of Lake Providence, Louisiana. (ReI. 35-19677 - Sept. 10)

LISTING, DELlSTlNG AND UNLISTED TRADING ACTIONS

LISTING ACl'IONS

An order has been issued granting the applications of the following companies to list the specified securities on the following exchanges: American Stock Exchange, Inc. - General Exploration Company, common stock, $1 par value (effective as of September 7, 1976'; New York Stock Exchange, Inc. - Aetna Business , Inc., 8-3/4% senior notes, due July IS, 1983 and 9-3/4% senior subordinated notes, due July IS, 1986 (effective as of September 7, 1976); Acceptance Corporation, 8.15% senior subor- dinated notes, due August IS, 1986 (effecLive as of September 7, 1976); Illinois Power Co., 8-5/8% first mortgage bonds, Series, due 2006 (effective as of September 7, 1976); Ohio Edison Co., 9-1/2% first mortgage bonds, Series of 1976, due 2006 (effec- tive as of September 7, 1976); San Diego Gas & Electric Co., 10% first mortgage bonds, Series P, due 2006 (effective as of September 2, 1976); and zapata Corp., 10-7/8% subordinated debentures, due 2001 (effective as of September 2, 1976). (ReI. 34-12795)

SELF ·REGULATORY ORGANIZATIONS

APPROVAL OF PROPOSED RULE CHANGE

The Commission has approved a proposed rule change filed by The Depository Trust Com- pany. The rule change (SR-DTC-76-6) relates to the establishment of an interface with The Pacific Securities Depository Trust Company. (ReI. 34-12788)

The Commission has approved a proposed rule change filed by The Pacific Securities Depository Trust Company. The rule change (SR-PSD-76-3) relates to the implementation of an interface with The Depository Trust Company. (ReI. 34-12789)

2 NEWS DIGEST, September 14, 1976 w -

SECURITIES ACT REGISTRATIONS

(S-7) ENSERCH CORPORATION

301 South Harwood St., Dallas, Tex. 75201 - $50 million of sinking fund debentures, due 2001, to be offered for sale through underwriters headed by Goldman, Sachs & Co., 55 Broad St., New York, N.Y. 10004 and Salomon Brothers, One New York Plaza, New York, N.Y. 10004. The corporation is primarily engaged in energy related businesses includ- ing the distribution of natural gas. (File 2-57156 - Sept. 10)

In a separate statement the company seeks registration of 1,515,532 shares of common stock. It is proposed to offer these shares for subscription by common shareholders of record October 6, 1976, or such later date as the registration statements becomes effective, at the rate of one share for each ten shares held. Underwriters, headed by Goldman, Sachs & Co. and Salomon Brothers, will purchase shares of the common stock not subscribed for upon the exercise of the rights. (File 2-57157 - Sept. 10)

(S-16) OSCAR MAYER & CO., INC.

910 Mayer Ave., Madison, Wis. 53704 - 25,000 shares of common stock, which may be offered for sale by a selling stockholder on the New York Stock Exchange in ordinary trading or by block trading, or in one or more private transactions at negotiated prices either on said stock exchange or otherwise. The company is primarily engaged in the production and distribution of a wide variety of brand-identified processed meat, including wieners and a variety of luncheon meats and sandwich spreads. (File 2-57159 - Sept. 10)

(S-14) FIRST MICHIGAN CORPORATION

101 East Main St., Zeeland, Mich. 49464 - 78,650 shares of common stock. These shares are to be offered in connection with the proposed consolidation of DSB Bank, Dowagiac, Michigan, a wholly-owned subsidiary (in organization) of First Michigan Bank Corpora- tion, into Community State Bank of Dowagiac, Dowagiac, Michigan. The conversion ratio will be 2.5 First Michigan shares for each share of Community State Bank of Dowagiac common stock. When, and if, the proposed consolidation becomes effective, Community State Bank of Dowagiac will be a wholly-owned bank subsidiary of First Michigan Bank Corporation. (File 2-57163 - Sept. 10)

(S-14) BRANCH CORPORATION

223 West Nash St., Wilson, N.C. 27893 - 112,500 shares of common stock. It is proposed to offer these shares as consideration for the merger of The Citizens Bank of Warren- ton, 122 South Main St., Warrenton, N.C. 27589 into and with Branch Corporation's wholly-owned state banking subsidiary, Branch Banking and Trust Company, on the basis of 3.75 shares of Branch Corporation for each of the 30,000 outstanding shares of The Citizens Bank of Warrenton. Branch Corporation is a registered bank holding company organized in 1973 and its only direct subsidiary is Branch Banking and Trust Company. (File 2-57164 - Sept. 10)

REGISTRATIONS EFFECTIVE

Sept. 10: Apache Oil & Gas Program 1976-IV, 2-56592; Humana, Inc., 2-56999; Nuveen Tax-Exempt Bond Fund, Series 90, 2-56914; Pacific Coast Holdings, Inc., 2-56766; The Quaker Oats Co., 2-57109; Reserve Oil & Gas Co., 2-56929; Utah Power & Light Co., 2-56990 & 2-56991.

NOTE_J:'9_QEl\!-ERS-,-When applicable the 90-day period of time dealers are required to use the prospectus is noted above in parentheses after the name of the lssuer. As to the other issuers, there may be no such requirement to use a !,rospectus, Dr the requirement may be for a period of only 40 days; see Section 4(3) of the Securi- ties Act of 1933 and Rule 174 (17 CFR 230.174) thereunder.

NEWS DIGEST, September 14, 1976 3 RECENT 8K FILINGS

Form 8K is a report which must be filed with the SEC by the 10th of the month after any of the following important events or changes: chan~s in control of the regis- trant; acquisition or disposition of assets; legal proceedings; changes in securi- ties (i.e., collateral for registered securities); defaults upon senior securities; increase or decrease in the amount of securities outstanding; options to purchase securities; revaluation of assets; submission of matters to a vote of security hold- ers.

The companies listed below have filed Form 8-K reports for the month indicated, res- ponding to the item of the form specified. Photocopies may be purchased from the Commission's Public Reference Section (in ordering, please give month and year of report). An index of the captions of the items of the form was included in Monday's News Digest.

CCMPANY ITEM NO. MONTH RIVERSI0t fINA~C!AL CORP 2,13 07/76 SAVANNAH FOODS & INDUSTRIES INC 3,13 013116 SCIENT IF IC INC 3 07/76 SHOWtWAT INC 13 08116 SOUTH~RN CROSS INDUSTRIES INC 13 03116 TEKTRONI X INC 3 OPI16 TEXASGULF INC 7 08/76 TEXSCAN CORP 2,14 ()8/76 WILEY JOH~ & SO\S INC 11,14 08/76 IolOLF CORP 3 Ofl/76 ADA RESOURCES INC 11,14 08116 ADVANCED MICRO DEVICES INC 3 08116 AERO SYSTEMS INC 3 08116 ALBANY INTERNATIONAL CORP 3 08/76 AMERICAN NATIONAL hOLDING CO 8,13 08176 APPLIED DEVICES CORP 11,14 01176 ATWOOO OCEANICS INC 2 08/76 BE~GEN BRUNSwiG CORP 13,14 08116 ukOIolN fORMAN DISTILLERS CORP 7,10 08176 CANAL ELECTRIC CO 7 08116 CAROLINA CARIBBEAN CORP 3,6,14 06116 CENTRONICS DATA COMPUTER CORP 10,14 08176 CENTURY FINANCIAL CORP Of MICHIGAN 13 08/76 CHELSEA INDUSTRIES INC 10,14 08116 CuNE MILLS CORP 7 08176 CuNTINENTAL INVESTORS LIFE CO 13,14 01176 CORTERRA CORP 13,14 08116 DATAPkODUCTS CORP 11 08/76 ulOOtS INC 3 08176 ELIZABETHTOWN GAS CO 3 08176 ENERGY MINERALS CORP 2,7,11,14 08116 FIRST CHiCAGO CORP 1,14 08116 FITCHBURG GAS & ELECTRIC LIGHT CO 11 08/76 HANES CORP 13 08/76 HukllON CORP 3,14 08/76 HUbHES & HATCHER INC 1,8,14 08176 HYTEK INTERNATIONAL CORP 9,11,14 08116 1DEAL TOY CORP 13 08116 1 NEXW OIL CO 3 08/76 iNFRARED INDUSTRIES INC 1 08/76 INTERNATIONAL PAPER CO 7 08176 KA~SAS CITY POWER & LIGHT CO 2 08116 KOEHKI/liG CO 13 08176 LAM: WOLlD INC 2,4,13,14 08/76 LARSEN CO 4,1,8,14 01176 LUCKY STORES INC 3 08176 "IAOISON CU 11,14 08116 MAIH"US CORP 1 08/76 ~AY PETROLEUM INC 1 08176 MICHIGAN GENERAL CORP 7,14 08116 MILHIGAN SUGAk CO 3 08176 MUUULt SYSTEMS & DEVELOPMENT CORP 3 04/76 MuNROE AUTO EQUIPMENT CO 101ft 08/76 MwR~lS PHILIP INC 3 08176 4 NEWS DIGEST, September 14, 1976 -

RECENT 8K FILINGS CONT.

~ATHANS FAMOUS INC 11 08/76 NATIONAL BY PRODUCTS INC 1.14 08116 NAT10NAl HEALTH ENTERPRISES INC 11 08/76 NEVADA POWER CO 1 08/76 NEw ENGLAND GAS & ELECTRIC ASSOCIATION 1 08116 NuU:X CORP 13 08116 NORTHEAST BANCORP INC CONNECTICUT 13.14 08/76 OMEGA EQUITIES CORP 2,14 08116 PEAbODY GAllON CORP 1.8.14 08116 PEPSICO OVERSEAS CORP 13 08/76 PHARMACAPS INC 9 08116 PIONEER CORP TEXAS 7.14 08/76 PREL CORP 3.7.14 07176 PROGRESSIVE INDUSTRIES CORP 11 08/76 RAw DEVELOPMENT CORP OF AMERICA INC 3.13 07176 REMINGTON ARMS CO INC 14 08176 RESORT CAR RENTAL SYSTEM INC 9 08/16 SANDGATE CORP 9. D. 14 05176 SEAflRST CORP 13 08116 SlAGO GROUP INC 8,11,14 08/76 SIERRACIN CORP 1 08/76 SOUTHERN SECURITIES CORP 2.14 08/76 STANDARD MOTOR PRODUCTS INC 4.13 08116 STOCKTON WHITE & CO 10 08/16 SUN 8ANKS OF FLORIDA INC 13 08/76 SUN (,,0INC 3 08176 SUPERIOR OIL CO 13 08/16 TEXAS EASTERN CORP 1.4.1.14 08/16 TEXAS EASTERN TRANSMISSION CORP 1.4.8,14 08/16 WUU GROUP INC 3 07/76 ~INKElMAN STORES INC 7.14 08/76 WISCONSIN TELEPHONE CO 14 08/16 wTC INC 1.14 08/16 YUBA GOLDFIELDS INC 13 08176 lURN INDUSTRIES INC 7.14 02176 ADM INDUSTRIES INC 2 06176 AGWAY INC 7 08/76 AJ iNDUSTRIES INC 3.11.13 08176 ALCO STANDARD CORP 7.8 08/76 ALO li~C 13 08176 ALTERMAN FOOUS INC 11 08/16 ALTON BOX BOARD CO 3 08/16 AMERICAN FAMILY CORP 7,14 08116 AMERICAN INCOME FUND LTD 12.14 07/76 AMERICAN MOBILE POWER CORP 13 12175 AMERICAN M08llE POWER CORP 13 05176 AMERICAN M08ILE POWER CORP 3.14 08176 AMERICAN RESOURCES MANAGEMENT CORP 12,14 07/16 AMERICAN SERVICE CORP 3 08/76 AMERICAN STORES CO 3 08176 AMF INC 13 09176 AMPEX CORP 8.13 08176 ANAlOGIC CORP 4,7.14 08116 APPLIED OATA RESEARCH INC 8 08/76 APPLIED DEVICES CORP 2.14 08176 ARKANSAS WESTERN GAS CO 13 08176 ASPRu INC 8.14 08176 ATLANTA NATIONAL REAL ESTATt TRUST 3.4.14 08176 bALDOR tLECTRIC CO 14 08176 BALTEK CORP 2,7.8,14 08176 BANKAMERICA CORP 4.11.14 08/76 BANKERS INVESTMENT CO 1.14 08176 BARWICK E T INDUSTRIES INC 3 08176 aEARD OIL CO 3.1,14 08176 BELL INDUS TR IES 2.14 OBI16 8ELSCOT RETAILERS INC 13 08116 BLOUNT INC 8 08/76 BOISE CASCADE CORP 1.2.4 05176 80ISE CASCADE CORP 3,7.14 05176 8RAKE 0 INDUSTRIES INC 13,14 07/76 8RILUND MINES LTD 11 08176 BROTHER INTERNATIONAL CORP 13 08116 BUNNI NGT ON CORP 2.14 08176 NEWS DIGEST, September 14, 1976 5 RECENT 8K FILINGS CONT. CAHTtf

2 --

RECENT 8K FILINGS CONT.

HUO~uN PULP L PAPER CORP 7 08/76 HUGHES SUPPLY INC 13,14 08176 IfC CuLLATERAL CORP 13,14 08176 ILLI~OIS TOUL WORKS INC 7,14 08116 INCO"'E PROPE.{TIES EQUITY TF-UST 11,14 04/76 INCUHRM CURP 4,7,14 08/76 INULlX CORP 2,14 08176 INTEiUSLANO RESORTS LTD 7,14 O/j176 INTt~NATIONAL BASIC ECONO~Y CORP 13 OB/76 INVESTURS fUNOING CORP Of NEW YORK 13,14 08116 .uWA ELECTRIC LIGHT L POWER CG 8,14 08/76 ITT CONTINENTAL tiAKING CO 3 08/76 ITT fINANCIAL CORP 7,14 08116 JACObS tNGINtERING GROUP INC 8 08116 KANE MILLER CORP 7,8 08/76 I

NEWS DIGEST, September 14, 1976 7 - RECENT 8K FILINGS CONT. PRO~tSS PLANTS CORP 2,3,14 09/16 QUAK~R STATE OIL REFINI~G CORP 3 08/16 "toM Mt.TALS CO~P 7,8,14 08/16 KEPuuLIC STEtl CO~P 7,14 08/76 ~tYERE RACING ASSJCIATION INC 13 08/16 ~OSENAU BROTHERS INC 11 08176 RSK CORP 3 08176 )AfEwAY STORES INC 3 013176 SAVANNAH ELECTRIC & POWER CO 7,14 08176 SCI SYSTEMS IN~ 7 07/16 SCOTTISH INNS Of AMERICA INC 3,13,14 08176 SECURITY PACIfIC CORP 13,14 08/76 S~lAS CORP Of AMERICA 7,14 08/76 SERNCu I,~C 13,14 08176 SI C.ORP 11,14 08176 SKHl Y all C0 13 08176 SKY CITY STORES INC 13 08/76 SMITHFIELD fOODS INC 14 08116 SMUCKER J M co 11 08/16 SOLITRON DEVICES INC 3 08176 SuLON AUTOMATED SERVICES INC 3 08176 SOUTHLAND ROYALTY CO 13 08176 SPERRY RA~D CORP 4 08176 STA kiTE INDUSTRIES INC 13 08/76 STANDARu Of AMERICA FINANCIAL CORP 13,14 08176 STANuARD RESOURCES INC 2,6,14 08/76 STtRLING PRECiSION CORP 11,13,14 08176 STRATOR Ell.INC 3 08/76 SUPtRIOR SURGICAL MANUFACTURING CO INC 2,7.14 08/76 T~CHNICJLOR INC 10,13 08/76 TECHNI CON CUkP 7,14 08/76 TElTRONICS SERVICES INC 7,14 08/76 TENNE~SEE fORGING STEEL CORP 3.13 08/76 TENNEY ENGINEERING INC 13 08176 TEXAS INSTRUMENTS INC 14 08/76 TOSCO CORP 8,14 08/76 UOS INC 13,14 08176 UNION PACIFIC RAILROAD CO 7,14 08/16 UNION TANK CAR CG 7.14 08176 UNITED COMMUNITIES CORP 10,13 08176 UNITEU FINANCIAL CORP Of CALIFORNIA 13 08176 UNITED JERSEY 13 08/76 UNITED NUCLEAR CORP 11 08/76 UT CREDIT CORP 13 08176 VENTRO,...CORP 1 08/76 YIACuM INTERNATIONAL INC 7,8014 08/16 VIDEO SYSTEMS CORP 6 08/16 AMENDMENTS TO rEPORTS ~~ FORM 8-( AME~ICAN TRAINING SERVICES INC 14 05176 FORESTVILLE KEYSTJNE WOODS ASSOCIATES 3 06176 DLD STONE ~ORTGAG~ & REALTY TQUST 2,14 05/76 VIKING INDUSTKI~S INC 10 0'5/7f, A~SOCIATED DRY GOODS CORP 14 06/76 EPlUYNE INC 14 07/16 G~EENAWAY KATE INDUSTRIES INC 2 04/76 PETROLlT E CORP 7 06/76

Many requests for copies of documents rcicrrcd to in the SEC Neu:« Digest have erroneously been dirvrted to the Government Printing Office. Copies of such documents and of rc gistration statements muy lx' ordered frum the Public Reference Section, Securities and Exchange Commission, Washington, D. C. 205,19. The reproduction cost is 15( pcr pag" plus postage ($2 minimum i and 30( pAr page plus postage for cxpcditet! handling ($5 minimum i. Cost estimates (IIe given on request. All other ;\OTICE referenced material is available in the SEC Docket.

SEC NEWS lJIGEST is published daily. Subscription rates: $64.45Iyr in U. S. first class mail; $80.60 elsewhere. SEC [)OCI\~:T is published weekly. Subscription rates: $43.70Iyr in U. S. first class mail, $51.65 elsewhere. The .'Iieu·s Digest -and the Docket are for sale by the Superintendent of Documents, Government Printing Offic", Washington, D. C. 20402.

8 NEWS DIGEST, September 14, 1976