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SEC News Digest, 03-03-1969

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SEC News Digest, 03-03-1969 SECURITIES AND EXCHANGE COMMISSION ~[;W$ IIDIl@[;$1r A brief summary of financial proposals filed with and actions by the S.E.C. ( In ordering lull text 01 Releoses Irom SEC Publications Unit cite number) (Issue No. 69-41) FO R R E LE ASE _---:M;;.;;a;.;;.r.;:,;ch~3....,-,l;..:;9..:;.6~9_ OTC CLEARANCE PROBLEMS DISCUSSED. The SEC announced February 28 (Release 34-8543) that its staff had had discussions with representatives of various self-regulatory groups in the securities industry concerning procedures for clearing over-the-counter (OTC) transactions. These discussions were part of efforts to resolve the paperwork backlog problem on an interim, intermediate and long-term basis. The participants discussed the need for development of facilities for a national over-the-counter clearing system and to expand promptly existing facilities to improve clearance of OTC transactions. Participants discussed the major problems, agreed on plans to increase immediately OTC clearing operations as well as future steps to be taken leading toward ultimate establishment and conversion of existing systems to a national net clearing system. LASER SCIENCES TO SELL STOCK. Laser Sciences, Inc., Wooster St., Bethel, Conn., filed a registration statement (File 2-31814) with the SEC on February 24 seeking registration of 270,000 shares of common stock. The offering is to be made through underwriters headed by Sche inman , Hochstin & Trotts Inc., III Broadway, New York; the offering price ($6 per share maximum*) and underwriting terms are to be supplied by amendment. The company has agreed to sell the Scheinman firm, for $270, 7-year warrants to purchase 27,000 shares and to pay it $30,000 for expenses. Organized under New York law in July 1968, the company is engaged in the development, production and sale of a line of lasers varying in size, power, output and cost, and laser systems deSigned to meet the needs of particular customers. Of the net proceeds of its stock sale. $240,000 will be used for the purchase of equipment, $60,000 for leasehold improvements, and $125,000 for the purchase of facilities currently be ing leased; the balance wi 11 be added to the company's ·..orking cap ital, to be used for corporate purposes. The company has outstanding 568,500 common shares (with an 89¢ per share book value), of which Robert H. Kreissman, treasurer, owns 18.17. and management officials as a group 34.9')'•. Upon completion of this offeri.ng, the purchasers of the shares be Lng registered will own a 32.27. stock interest in the company, for which they will have paid $1,620,000*; the present stockholders will then own a 67.Bi. stock interest, for which they paid $484,350. Marvin J. Fenton is president. SCIENTIFIC MEASUREMENT SYSTEMS TO SELL S~OCK. Scientific Measurement Systems, Inc., 351 New Albany Rd., Moorestown Industrial Park, Mooresto ..n, N. J. 08057, filed a registration statement (File 2-31815) with the SEC on February 24 seeking registration of 100,000 shares of common stock. The offering is to be made through company officials (at no compensation) and possibly NASD members; the offering price ($5 per share maximum*) and offering terms are to be supplied by amendment. Organized under Massachusetts law in December 1968, the company is eP-gaged in the design. manufacture and sale of electronic measurement instruments and systems employing both digital and analog techniques. Of the net proceeds of its stock sale, $80,000 will be used for development, prototype production and initial manufacturing of the MICA-250 automatic integrated circuit tester, $120,000 for development, proto- type production and initial manufacturing of a SAMPAK analog high-speed memory module line, and $70.000 for development, prototype production and initial manufacturing of a MINLARC signal averaging computer; the balance will be used for working capital, research and development and general corporate purposes. The company has outstanding 500,000 common shares (with a l5¢ per share book value), of which Alexander Baker, president, owns 21.2%, Management Sciences, Inc., 24.4% and management officials as a group 91.7%. Upon sale of the 100,000 shares, the purchasers thereof will own a 16.7% stock interest in the company for which they will have paid $500,000*; present stockholders will then have an 83.3% stock interest in the company. for which the company will have received $69,400 cash and certain assets having a cost basis of $12.000. RYAN HOMES FILES FOR OFFERING AND SECONDARY. Ryan Homes, Inc., 100 N. Wren Dr., Pittsburgh, Pa. 15243, filed a registration statement (File 2-31816) with the SEC on February 24 seeking registration of 84,000 shares of common stock of which 50,701 (being treasury shares) are to be offered for public sale by the com- pany and 33,299 (being outstanding shares) by the present holders thereof. The offering is to be made through underwriters headed by Faulkner, Dawkins & Sullivan Securities Inc., 60 Broad St., New York 10004; the offering price ($39.875 per share maximum*) and underwriting terms are to be supplied by amendment. The company is primarily engaged in building single family homes. Part of the net proceeds of its stock sale will be used to pay for the 50,701 treasury shares purchased from William R. Ryan, board chairman and president, and two others; the balance will be added to working capital. In addition to indebtedness, the company has outstanding 1,848,000 common shares and 400,000 Class B common shares (with a joint book value 'of $6.58 per share). Ryan owns 23% of the common and all of the Class B common shares, and management officials as a group own 45% of the common shares. Ryan proposes to sell 27,199 shares of 427,199 shares held and two others the remaining shares being registered. MATHEWS HAIR PRODUCTS PROPOSES OFFERING. Mathews Hair Products, Inc., 30 West 36th St., New York 10018, filed a registration statement (File 2-31817) with the SEC on February 24 seeking registration of 240,000 shares o f cODlllOnstock and warrants to purchase an additional 60,000 c01lllllOnshares, to be offered for public sale in units, each consisting of four common shares and a warrant to purchase an additional share, and at OVER. • SEC NEWS DIGEST, MARCH 3, 1969 Pale 2 $10 per unit. The offering is to be made on an "all or none basis" through Kelly, Andrews & Bradley, Inc., III John St., New York, which will receive a $1 per share selling commission plus $15,000 for expenses. The company has agreed to sell the underwriter, for $300, Six-year warrants to purchase 30,000 shares, exercis- able after one year at $2.75 per share. Organized under New York law in November 1966, the company is engaged in the retail and wholes.le distribution of women's hairpieces, including wigs, wiglets and falls, and products used in the care and maintenance of such goods. Of the net proceeds of its stock sale, $120,000 will be applied to establishing new sales installations in department stores and $80,000 to the discharge of a debt to a major supplier; the balance will be used for working capital and general corporate purposes. The company has outstanding 750,000 common shares (with a 13c:per share book value), of which Herman Krissman, vice president, owns 44.3%, Samuel Meyerhoff, a director, 43% and management officials as a group 100%. Upon completion of thia offering, company officials will own 75.8% of the then outstanding common stock, for which they paid $250,000 or 33¢ per share; public investors will own 24.2%, for which they will have paid $600,000 or $2.50 per share. Larry Mathews is president. AMERICAN BEEF PACKERS SHARES IN REGISTRATION. American Beef Packers, Inc., P.O. Box 518, Oakland, Iowa 51560, filed a registration statement (File 2-31819) with the SEC on February 24 seeking registration of 143,833 shares of common stock. Of these shares, 62,875 are issuable upon exercise of options issued and to be issued pursuant to the company's Qualified Stock Option Plan and substitute options, 49,190 are issu- able upon exercise of options issued to 19 pre-incorporation subscribers of the company, 1,020 are issuable upon exercise of an option issued in part payment to the seller of land in Oakland, Iowa, purchased by the company, and 30,748 are outstanding shares held by 5 individuals and one corporation and were issued upon exercise of substitute options and upon conversion of a 7% convertible subordinated debenture, due 1968. The optionees and selling stockholders may offer such shares for public sale from time to time in the over-the- counter market at prices current at the time of sale ($25 1/8 per share maximum*). The company is engaged in the operation of meat packing plants for the slaughtering and processing of beef cattle and hogs, and the sale of dressed beef and hog carcasses and other by-products. It has out- standing 1,241,009 common shares, of which Gerda M. West owns 28.55%. Frank R. West is president and board chairman. Organizers & Underwriters, Inc., proposes to sell 18,000 shares of 18,500 shares held and five others propose to sell the remaining outstanding shares being registered. SCANTLIN ELECTRONICS TO SELL DEBENTURES. ScantHn Electronics, Inc.; 2231 Barrington Ave., Los Angeles, £!!!!. 90064, filed a registration statement (File 2-31820) with the SEC on February 25 seeking registration of $6,000,000 of convertible subordinated debentures, due 1989. The debentures are to be offered for public sale through underwriters headed by New York Securities Co., 1 Whitehall St., and Loeb, Rhoades & Co., 42 Wall St., both of New York.
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