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23 1977
ADMINISTRATIVE PROCEEDINGS
u.s. SECURITIES
AND
THREE FIRMS CENSURED FO~ FAILURE TO FILE
EXCHANClE COMMISSION
-NOTAS MANAGER STABILIZATION REPORTS
The Commission has instituted proceedings against and, pursuant to offers of settle-
ment, censured White Weld & Co. Incorporated, Kidder Peabody & Co. Incorporated and
Butcher & Singer Inc. for violations of the reporting requirements of Sections lOCb)
and 17(a) of the Exchange Act and Rules lOb-7(1) and 17a-2 thereunder resulting from
their failure to prepare and transmit to the managing underwriter for filing with the
Commission various not as manager stabilization reports.
In imposing the sanction,
the Commission has taken into consideration that the respondents have instituted
revised or additional procedures designed to prevent a recurrence of the violations
and have now filed all delinquent reports.
(Rel. 34-14105)
COMMISSION ANNOUNCEMENTS
FOIA PROCEDURES MODIFIED
The Commission announced that it has entered an order modifying the procedure announced
in Freedom of Information Act (FOIA) Release No. 53 (April 28, 1977) relating to the
release of records from its files concerning questionable or illegal corporate payments.
The order, which was issued in response to numerous pending requests for the records
of such payments and a request by the Department of Justice for deferral of the release
of the records, sets forth a procedure whereby FOIA requests for the payments records
of particular corporations will be denied unless the Department of Justice has notified
the Commission that release of the requested records would not interfere with its
enforcement activities and the Commission has made a similar determination concerning
its own enforcement responsibilities.
It is not expected that this modified procedure
will impede the continuing timely release of questionable or illegal payments records
in general.
(Rel. FOIA-55)
COURT ENFORCEMENT ACTIONS
PAUL E. CASH, OTHERS ENJOINED
The Fort worth Regional Office and the Houston Branch Office announced that on November
8 Federal District Judge TornStagg, Shreveport, Louisiana, entered an order permanently
enjoining Paul E. Cash and Jerry H. Heflin, both of Dallas, Texas from further viola-
tions of the antifraud provisions of the securities laws. Previously, on July 19, the
Court granted partial summary judgment in favor of the Commission by permanently
enjoining Cash and Heflin from future violations of the registration provisions of the
securities laws. Additionally, on November 8 Judge Stagg signed an order of permanent
injunction by consent enjoining Philip H. Parsons, Shreveport, from further violations
of both the registration and antifraud provisions of the securities laws. Parsons
neither admitted nor denied the allegations contained in the Commission's complaint.
Judge Stagg also dismissed the Commission'S request for an injunction against Southwest
Coal & Energy Company since the company had been dissolved.
(SEC v. Southwest Coal &
Energy Co., Civil Action No. 76-0723, W.O. La. 1977).
(LR-8l96)
THEODORE BRODSKY PLED GUILTY
The Los Angeles Regional Office announced that on September 28 Theodore Brodsky of
Beverly Hills, California pled guilty to one count of an indictment which had been
returned against him on February 24. Brodsky pled guilty to aiding and abetting
in the violation of the giving of compensation to a mutual fund manager in connection
with the purchase of stock by the fund manager for a mutual fund. Brodsky admitted
to the count that he helped arrange for the sale of $235,000 of Allied Management and
Systems, Inc. and Cassette Sciences Corporation stock to the All American Fund and
Financial Fund, Inc. in the Spring of 1973.
In doing so, Brodsky offered to the fund
manager bribes totalling over $25,000 for causing the mutual funds to purchase the
securities of Allied and Cassette.
Earlier, in a separate indictment, but arising out o~ the s~e
si~uation, K~y Harrison
of Los Angeles
California and Robert Solomon of Enc~no, Cal~forn~a pled gu~lty to
accepting the bribes offered by Brodsky.
Benjamin zitr<;>nof N~w York, New York and
past president of Allied and Cassette who was cha:ged w~th.hav~ng.sold
the stock pur-
chased by the funds was acquitted of all charges ~n a non-Jury tr~al on October 14.
Sentencing for Brodsky was set for November 28.
(U.S. v. Brodsky, Central District of
California, 77-246).
(LR-8l97)
COMPLAINT NAMES DIMENSIONAL ENTERTAINMENT CORPORATION,
OTHERS
The New York Regional Office announced that on October 31 a complaint was filed in the
U.S. District Court for the Southern District of New York seeking to enjoin Dimensional
Entertainment Corporation, whose principle offices were located in Los Angeles;
Sam Ford, also known as San Ford Fishbein of Los Angeles and New York City; Leonard
Levin of Clearwater, Florida; Barbara Belle, also known as Barbara B. Newman, Lee
Newman, Michael D. Yordon, and Susan E. Smith of Los Angeles; Stephen A. Yordon of
Daytona Beach, Florida; Margolis & Co., Inc., Robert J. Maietta, John H. Nueberger,
William S. Wright, Jr. and Susan K. Johnson of Minneapolis, Minnesota; and John R.
Potter and John R. Potter Co., Inc. of New York City, from engaging in further viola-
tions of the registration and antifraud provisions of the securities laws.
The com-
plaint also seeks ancillary relief in the form of an accounting by Ford and Maietta
of their sales of Dimensional stock and disgorgement of profits by Ford and Levin.
The complaint alleges, in substance, that from June, 1974 through November, 1976 the
defendants participated in a scheme to sell unregistered Dimensional stock by conduct-
ing a fraudulent Regulation A offering and subsequently reselling or facilitating the
resale of these shares.
The complaint further alleges that during the same period,
the defendants released false information to investors and the public concerning
Dimensional's activities, financial status and future growth, and engaged in a scheme
to artificially raise and maintain the price of Dimensional's common stock by manipu-
lating the over-the-counter trading market for that security.
(SEC v. Dimensional
Entertainment Corporation, et al., U.S.D.C., S.D.N.Y., Civil Action No. 77-5290).
(LR-8l98)
INVESTMENT COMPANY ACT RELEASES
NUVEEN MUNICIPAL BOND FUND
A notice has been issued giving interested persons until December 31 to request a hear-
ing on an application of Nuveen Municipal Bond Fund, Inc. (the Fund), a Maryland cor-
poration, registered as a diversified, open-end investment company, pursuant to Section
10(f) of the Investment Company Act of 1940, for an order exempting certain transactions
of the Fund from the provisions of Section 10(f) of the Act so as to permit the Fund to
purchase municipal bonds in public offerings in which an affiliate of the Fund's invest-
ment adviser participates as a principal underwriter, subject to certain conditions
specified in the application.
(ReI. IC-I0017 - Nov. 18)
TEMPLETON GROWTH FUND, LTD.
An order has been issued on an application of Templeton Growth Fund, Ltd. (Fund), and
Securities Fund Investors, Inc., the Fund's principal underwriter, permitting the Fund
to offer its common shares for shares of the Reserve Fund, Inc., and exempting the
Fund and its principal underwriter from the provisions of Section 22(d) in connection
with such an offer of exchange.
(ReI. IC-I0018 - Nov. 18)
MASSMUTUAL CORPORATE INVESTORS
An order has been issued on an application of MassMutual Corporate Investors, Inc.
(Fund), a registered, non-diversified, closed-end management investment company, and
Massachusetts Mutual Life Insurance Company (Insurance Company), the Fund's investment
adviser, permitting the Insurance Company to purchase at direct placement $10 million
of a new issue of 9-1/2% senior notes, due 1992, of Combined Communications Corpora-
tion.
(ReI. IC-l0019 - Nov. 18)
AETNA VARIABLE FUND
A notice has been issued giving interested persons until December 13 to request a hear-
ing on an application for an order pursuant to Section 17(b) of the Act exempting from
the provisions of Section l7(a) of the Act a proposed merger of AEtna Fund, Inc. into
2
AEtna Variable Fund, Inc.
(ReI. IC-10020 - Nov. 18)
NEWS DIGEST, November 22, 1977
LlSTING,DELISTING AND UNLISTED TRADING ACTIONS
UNLISTED TRADING
SOUGHT
A notice has been issued g~v~ng interested
persons until December
4 to request a hear-
ing on applications
of the Boston Stock Exchange
for unlisted
trading privileges
in the
common stock of the following companies:
Airco, Inc. (Delaware),
$1.00 par value; Sea
Containers
Inc. (N.Y.), $.12-1/2 par value; Loral Corporation,
$.25 par value; Buttes
Gas & Oil Company,
no par value; and National
Presto Industries,
Inc., $1.00 par value.
(ReI. 34-14189)
UNLISTED TRADING GRANTED
An order has been issued granting
the applications
of the Philadelphia
Stock Exchange,
Inc. for unlisted
trading privileges
in the common stock of the following
companies:
Alcon Laboratories,
$.25 par value; Hilton Hotels Corporation,
$1.00 par value; and
Western Publishing
Co., Inc., $1.00 par value.
(ReI. 34-14190)
SELF·REGULATORY ORGANIZATIONS
NOTICE OF PROPOSED
RULE CHANGE
The Midwest
Stock Exchange,
Inc. has filed a proposed
rule change under Rule 19b-4
(SR-MSE-77-40)
to amend its "reportable
position
report" requirements
for options to
reflect the initiation
of puts trading on the Exchange,
including
changing
the present
reporting
threshold
from 100 contracts
of the same option class to 200 contracts
on
the same side of the market for the same underlying
security.
Publication
of the pro-
posal is expected
to be made in the Federal Register
during the w~ek of November
21.
(ReI. 34-14191)
TRUST INDENTURE ACT RELEASES
THE BRITISH PETROLEUM
COMPANY,
LTD.
An order has been issued on an application
of The British Petroleum
Company,
Limited,
an English corporation
(BP), and BP Pipelines
Inc., a Delaware
corporation
(BP Pipe-
lines), pursuant
to Section 3l0(b) (1) (ii) of the Trust Indenture
Act of 1939, declaring
that the trusteeships
of Morgan Guaranty
Trust Company of New York under an indenture
dated as of December
1, 1974, with Sohio/BP Trans Alaska Pipeline
Finance Inc. (which
name has since been changed to Sohio/BP Alaska Pipeline Capital
Inc.), which is quali-
fied under the Act, and under a new indenture dated as of August 15, 1977 with the
City of Valdez, Alaska, which is not qualified
under the Act, are not so likely to
involve a material
conflict of interest as to make it necessary
in the public interest
or for the protection
of investors
to disqualify
Morgan Guaranty
from acting as trustee
under said qualified
indenture.
(Rel. TI-492)
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;
and File number and date filed.
(S-14)
SOUTHWEST
REALTY AND DEVELOPMENT
COMPANY,
INC., 723 Lincoln Liberty Life Bldg.,
711 Polk, Houston,
Tex. 77002 (713) 658-0344 - 2,040 shares of beneficial
interest.
(File 2-60314 - Nov. 16)
(S-7)
THE EMPIRE DISTRICT
ELECTRIC COMPANY,
602 Joplin St., Joplin, Mo. 64801 (417) 623-4700
- 150,000 shares of common stock.
(File 2-60336 - Nov. 18)
(S-6)
E.F. HUTTON CORPORATE
INCOME TRUST, FOURTEENTH
SERIES, One Battery Park Plaza,
New York, N.Y. 10004 - 18,750 units.
Depositor:
E.F. Hutton & Company
Inc.
(File
2-60337 - Nov. 18)
(5-6)
PENN STATE TAX EXEMPT INVESTMENT
TRUST, SERIES 1, One Battery Park Plaza, New York,
N.Y. 10004 - 10,500 units.
Depositors:
E.F. Hutton & Company
Inc., One Battery Park
NEWS DIGEST, November
22, 1977
3
Plaza, New York, N.Y. 10004, Janney Montgomery Scott Inc. and Moore, Leonard"
Lynch,
Inc.
(File 2-60338 - Nov. 18)
(S-8) TIME, INC., Time & Life Bldg., Rockefeller Center, New York, N.Y. 10020 - 21,851
shares of Series A $1. 575 cumulative convertible preferred stock.
(File 2-60339 -
Nov. 18)
(S-8) BROOKS & PERKINS, INC., Suite 750 Honeywell Center, 17515 west 9 Mile Rd., South
-
field, Mich. 48075 (313) 559-3500 - 75,000 shares of common stock.
(File 2-60341 -
Nov. 21)
(S-14) NATIONAL MEDICAL ENTERPRISES, INC., 11620 Wilshire Blvd., Los Angeles, Cal. 90025 -
. (213) 479-5526 - 125,000 shares of common stock.
(File 2-60342 - Nov. 21)
(S-8) COMMERCE CLEARING HOUSE, INC., 4025 West Peterson Ave., Chicago, Ill. 60646 -
144,000 shares of common stock.
(File 2-60343 - Nov. 21)
(S-2) TAREX FINANCIAL SERVICES, INC., 565 East 4500 South, Suite A-2l0, Sale Lake City,
Utah 84107 - 1,000 shares of common stock.
(File 2-60344 - Nov. 16)
(S-16) ST. REGIS PAPER COMPANY, 150 East 42nd St., New York, N.Y. 10017 (212) 697-4400 -
18,429 shares of common stock.
(File 2-60345 - Nov. 21)
(S-12) CITIBANK, N.A., III Wall St., New York, N.Y. 10015 - 100,000 American Depositary
Receipts for ordinary shares of Southern Pacific Petroleum N.L.
(File 2-60346 - Nov.
18)
(S-6) THE CORPORATE INCOME FUND, SIXTY-SIXTH MONTHLY PAYMENT SERIES, One Liberty Plaza,
165 Broadway, New York, N.Y. 10006 - 25,000 units of beneficial interest.
Depositors:
Merrill Lynch, Pierce, Fenner & Smith Inc., One Liberty Plaza, 165 Broadway, New York,
N.Y. 10006, Bache Halsey Stuart Shields Inc. and Reynolds Securities Inc.
(File
2-60347 - Nov. 21)
(S-8) FIFTH THIRD BANCpRP, 38 Fountain Square Plaza, Cincinnati, Ohio 45202 - 10,000 shares
of common stock.
(File 2-60350 - Nov. 21)
(S-8) RELIANCE ELECTRIC COMPANY, 29325 Chagrin Blvd., Cleveland, Ohio 44122 - 100,000
shares of common stock.
(File 2-60351 ~ Nov. 21)
(S-14) WASHINGTON ENERGY COMPANY, 815 Mercer St., Seattle, Wash. 98111 - 3,303,436 shares
of common stock.
(File 2-60352 - Nov. 18)
REGISTRATIONS EFFECTIVE
Nov. 18:
Amcord, Inc., 2-60299; Dentsply International Inc., 2-60144; Northwest Nitro-
Chemicals Ltd., 2-60108; Rexnord, Inc., 2-59781; Systron-Donner Corp., 2-60243.
NOTE TO DEALERS.
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 issuer.
As to th7 other issuers, there may be no such requirement to use a prospectus, or
the requ1rement 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.
Many requell. for copia of documen" referredto in
the SEC New Dpt
Iuwe
erroneoUllybeen
directed to the
Government l'>-!"ti"8O~
Cop;'" of ouch docu~~"_d
of.reptration ''''temell"
.... y
be orderedfrom the Public
Reference SeCtion,Secuntle&"lid
E%c~
CommlUlOn,Wah¥on,
D.C 20549. 1M reproductioll cod;'
JOe pet
page pi ... pm. (7
day.) (13.50 mi."imum);~Oe per ~e plw
poI~
for e!Crdited "',!,ice (4 day.)
(15.00 minimum)
4IId
30e perf"'B8
pi ... pol.for pnonty "'",ICe
overnight (15.00) """'mum
Cod
",_teI lire pell or
req_t.
AU other reference
"".teriaf;, IIVGiInbie in
the SECDocket.
NOTICE
SEC NEWS DIGEST iI publilhed dnily. SublCTiptioll rrJtu:
164.45/yr in
U.s. fint clau
mtJil; 180.60 e""",here.
SEC DOCKET iI publilhed
weekly.
Sublcriptio"
rrJte&:
U3. 70/yr in
u.s. fint clau
mm1; '54.65
"""",here.
SEC STATISTICAL
BULLETIN
iI publilhed monthly. Subocription natu: '15.00lyr Us
U.s. /int clau
mnIl; '18. 75
"""",here.
1M lVe"" Ditfe,t,
the Docket, ad the S"'tiltical Bulktin lire
for """ by the .KpeTinteruknt of Doc"melltl,
Government1>nnti"8
Office, J'4Ih¥on,
D.C 20402.
4
NEWS DIGEST, November 22, 1977
