SEC .V.. PAGE AIRWAYS, INC. (Complaint tiled by SEC 4/12/78)

- SECURITIES AND EXCHANGE COMMISSION and eryice of aircraft and six of Its officers andlor direc. Wzsbington,11.C. 20549 tors: James P. Wlbnot, Chairnian; Gerald Cl. WThnot,

President; Dougles. W. Juston, Executive Vice President;

LITIGATION RELEASE NO. 8372 1Apr31 13, 1978 Ross C. Chapin Vim Pldent; Am= ?.Lawler,VIcePIes Mont; and T. Richard Oincy, Vice President, with violation

SECURITIES AND EXCHANGE COMMISSION z PAGE of Se11oes 10(b) ("antlfraud") and 13(a) reporthrg") of

AIRWAYS, INC., ET AL Civil Action No. 78-0645(DDC)' the Securities Exchange Act of 1934 (Exchange Act") and Rules thereunder. The Complaint also charges Page,

The Securities and Exchange Commission announced lames?. WIlmot, Gerald G.Wihnot, Douglas W. Juston and

that on April 12, 1978 a civil Injunctive action was flied Ross C. Chapin with violations of Section 14(a)e'proxy")

in the United States District Court for the District -of Co of the Exchange Act and further charges Page with viola.

lu3nbia charging Page Airways, Inc. ('Page"). a Rochester, tions of Section 13(bX2) of the Exchange Act ("The For..

Now York corporation, engapdinbuzinessrelatingtosalea sign CorTuptI'ractices Act of 1977").

The Conurdaslon's Complaint alleges that Page and the individual defendants variously engaged in a scheme to sell Gulfetream 11 aircraft and other aircraft, products and ser-vices by, directly and indirectly, making payments to for. Cign government officials and employees and other corrupt, Illegal, improper or unaccountable payments. The Corn-plaint further charges that In connection wIth this schente, the defendants falsified the books and records of Page, made false statements to the Export-Import Bank and failed to make records of the receipt and disbnnement of cash In connection with certain aspects of the company's

icrations. The Complaint also charges that shaat entities and transactions were utilized as conduits for payments for-warded to third parties to connection with sales of certain aircraft.

The Commission also charges that page and the Individ-ual defendants, variously, failed to file required reports with the Commission and filed false and misleading auinud reports and proxy solicitation material with the Conmils-sion relating to the aforementioned matters.

The action filed by the Commission in addition to seeking an Injunction prohibiting the above violative con-duct also seeks other equitable tellaf, including a usanda-tot injunctiondhucthgPagetocorroctltsflhlngswlth.The Commission and the appointment of a Special Officer to, among other things, investigate the matters alleged in the Commission's Complaint and render a correct accounting Of Page's financial Position,

UNiTED STATES DiSTRICT COURT FOR THE

DISTRICT OF COLUMBIA

CIVIL ACTION NO. 78.0656

SECURITIES AND EXCHANGE COMMISSION 500 North Capitol Street Wathington, D.C. 20549

Plaintiff,

COMPLAINT FOR PRELIMINARY AND PERMANENT INJUNCTION AND FOR OTHER EQUITABLE RELIEF

The plaintiff Securities and Exchange Commiaslou ("Commission") alleges that

I. Defendants PAGE AIRWAYS, INC. ("PAGE"), .JAMES P. WIUIOT M. WILMOT'), GERALD G. WIL MOT ("S. WEMOT1 DOUGLAS W. JUSIXIN ("3(15-TON"), ROSS C. CIIAPIN ('CflAPIN"), JAMES P. LAW. tSR ('LAWLER"), 1. RICHARD OINEY ("OLNBY") and others have engaged, are now engaged and are about to engage in acts, ptacticea and courses of business which con-stitute and will constitute violations of Sections 10(b) and 13(a) of the Securities Exchange Ant of 1934 ("Exchange Act") [1$ U.S.C. 78j(b) and 78m(a)] and Rules 101,4, 12b-20, 13a-1 and ISa-Il 117 C.F.R. 240.10b-5, 240.12b-20, 240.13a4 and 240.13a-1l1 promulgated thereunder.

2. Defendant PAGE has engaged, it now engaged and Is about to engage In acts, practices and courses of business which constitute and will constitute violations of Section 13(bX2) ("Foreign Corrupt Practices Act of 1977') of the Exchange Act 115 U.S.C. 78m(b)(2)J.

3. Defendants PAGE, L WILMOT;G. WOT JUs'rON, CIIAPIW and others have engaged, are now en. gaged and are about to engage In acts, practices and courses of business which constitute and will constitute violations of Section 14(a) of the Exchange Act 115 U.S.C. 78n(a)1 and Rule 144 117 C.ER. 240.14a.91 promulgated there-under.

4. Defendants will, unlom restrained and enjoined, continue to engage. In the acts, practices and courses of business set forth In this Complaint.

S. Pursuant to the authority granted to it. by Sections 10(b), 12(b), 13(a), 14(a) and 23(a) of the Exchange Act [15 U.S.C. 70) 781(b), lSm(a), 78n(a) and 78w(a)j the Commission has promulgated the rules enumerated In pars-grapha 1 and above and the isbatanceof said rules was ln effect at all times mentioned herein, and these rules are now In effect.

JURISDICTION AND VENUE

6. The Conunission brings this action pursuant to Sections 21(d) and (e) of the Exchange Act (15 U.S.C. 78u(d) and (e)] to enjoin such acts, practices and courses of business.

7. This Court has jurisdiction of this action pursuant to Section 27 of the Exchange Act 115 U.S.C. laaa.J

PAGE AIRWAYS, INC. JAMES P. WELMOT GERALD S. WILMOT DOUGLAS W. 3(1910W ROSS C. CHAPFN JAMES P. LAWLER T. RICHARD OLNEY

Defendants. B. Certain of the acts, practices, and courses of 1usi.

new constituting violations of the Exchange Act have oc- curred and are occurring within the District of Columbia.

1lE DEFENDANTS

9. Defendant PAGE Is a New York corporation that maintains Its principal offices in Rochester, New York. PAGE's common stock is registered with the Cominis-sion pursuant to Section 12(j) of the Exchange Mt [15 U.S.C. 781®] and is traded In the over-the-counter market. At all times referred to in this Complaint, PAGE has been and Is the wand-wide distributor of the Gulfstreans 11, an executive jet rdrcreIt manufactured by GrummAn Corpora-: tion, and has derived and does detive subatandat remnees from its aircraft outfitting and sales operations which have been and are closely coordinated with Grumman sales ef-forts.

10. Defendant J WILUO79a, and mi been for over 20 years, the Chairman and Chief Executive Officer of PAGE and a Director since 1939. Be presently owns approxi-mately 49.34% of PAGE's outstandIng stock. 1. WIIdOT resides at 217 Sorith Road, Pittafiord, New York.

ii. Defendant G. WILMOT Is, and has been for over 10 years, the President and Chief Operating Ofilcer of PAGE and a Director since 1941, Re Is a younger brother of 1. WILMO'I' and owns approximately 14.76% of'PAGE'S outstanding stock. C. WIUtOT resides at 330 Mendon Center Road, Pittabord, New York.

12. Defendant JUSTON Is, and has been since atleast 1971, the Executive Vice President of PAGE and the idIv-idual in chalEe of PAGWS Gwfsteam II sales operations. He is and has been a Director of PAGE since 1971 JUSTON resides at Senaca Point, Naples, New York.

13- Defendant CRAP.IN was sinned President of PAGE'S wholly-owned subsidiary, Page Gulfatrcam, Inn,., In 1971 and is and has been a Vice President and Director of PAGE. since 1973. CHAPiN nainteins residences at 3508 Merrel Road, Dallas, Texas and 7039 San Pedro, San An-tonio, Texas.

14. Defendant LAWLER Is and has been the Chief Pinarmial Officer of PAGE sInce 1967. LAWLER resides at 9 Bent Oak Road, Roakester, New York.

15. Defendant OLNEY commenced employment with FACE In 1968 as a Vice President of the company. In 1973, OLNEY temilnated his employment with PAGE. He returned to PAGE in 1975 as Vice President of PAGE-Gtdf-stream and has since continued employment with PAGE in this capacity. OLENY resides at 63 Selbonse Chase, Fair-port, New York.

COUNT I

Section 10(b) of the Exchange Act, [15tLS.C. 78j(b)] and Rule lob's, (17 C.F.R.240.iOb.S] thereunder

16, Paragraphs I arid 4 thorugh 15 are hereby realleged and Incorporated herein by reference.

17. Since at least about 1971 and cbntinurng to the date hereof, defendants PAGE, 1. WUJdOT, G. VIILMOT, 3USTON, CRAPIN, LAWLER, OLNEY and others, singly and In concert, and aiding and abetting each other,. directly and indirectly. In connection wIth the purchase and sale of securities of PAGE by use of the snails and means and in-strumentalities of Interstate commerce, have been and are now., (1) employing devices, schemes and artifices to do-fraud; (2) making untrue statements of material facts, and ornitthzg to state material facts necessary in order to make the statements made, in light of the circuwstaflces under-which they were made not misleading; and, (3) engaging in acts, practices, and courses of business which have operated and are operating as a fraud or deceit upon persons In yb. lalbun of Section 10(b) of the Exchange Act 115 U.S.C. 78j(b)] and Rule lOb-S 117 C.FR. 240.I0b-61 promul-gated thereunder as more fully alleged In subsequent para-graphs of This Count I.

18. PrornatIon 1971 to the present, PAGE acthsgas sole distributor and principal outfitter For Gsdfseteam U aircraft and defendants I. WILMOT, G. WIUdOT, JUS-TON, CIMPIN, LAWIER, OLNEY and others, singly and in concert, directly and Indirectly, have participated In co-operative sales efforts with Grumman Corp. and its affil-iates and employees to stil Gulfatrasm U aircraft through-out the wad& In connection with these sales efflirts, the dafendnia In this Count and others made, directly and In-directly, payments to government officials and employees, and other corrupt, Illegal, Improper or unaccountable pay-ments. PAGE and defendants I. WILMOT, JUSTON, CI1AP1N IWLER and OLNEY also utilized such pay-meats hi conherition wIth tire sales of other aircraft and spars parts sold by PAGE. Between 1971 and thc present. such payments were made in anflnection with over 860mB-lion of sales of goods and services by PAGE. Between 1971 and 1976, PAGE reported total sales of $251 million.-

-

-

19. As a farthsr pant of the aforesaid scheme and course of business. defendants PAGE, J. WILMOT, G.WIL-MOT, JUSTON, CHAPIN, IAWLER, OLNEY and others, as part of the aforementioned sales efforts paid or caused to be paid in excess of $2.5 million of PAGE's corporate funds to officials of foreign gcweulments, to entitles controlled by such officials or to purported commission agents without adequate controls to insure that such disbursements were

actually made for the purposes indicated In PAGE's records and without adequate controls to document whether the services provided therefor, if any, were commensurate with the amounts paid.

20. Ass pan of the conduct described in paragraph 19 above, in connection with PAGE'S sale in 1972 ofaGulf-stream Ii alrcrsfi to the Republic of Gabon, defendants PAGE, JIJSTON, CRAPJN' and others paid or caused to be paid on or about November 20, 1972, $200,000 to Albert Bongo, President of the Republic of Gabon. The toil price for this aircraft was $4,763,040 and in August of 1973 In order to account for the $200,000 paid to President Bongo, defendant LAWLER. made a journal entry In the boob and records of PAGE Macly indicating that PAGE had granted a $200,000 discount to Gabon In cosmeclion with this transection.

21. As a further part of the conduct described In para-graph 19 above, in connection with PAGE's sales in 1972 and 1973 of two Guiftireem U aircraft to the State Goni-ment of Sabah, Malaysia, defendants PAGE, JUSTON, LAWLER, G. WILMOT and others, agreed to pay in excess of $900,000 to an entity, Gaya Rouse Seadlrl*u Bediad ("Gays House") controlled by DatukThrxis bin Mum-mad Saiieh, who during 1972 and 1913 was State Minister of Industrial Development, Sabah. The aforementioned fiends were paid by PAGE between 1972 and June 1976 at The direction of Gays House to Thunderball Shipping and Trading Ltd., an entity associated with Gays House, located in Hong Kong. Datuk Raids, who in May of 1974 became Chief Minister of Sabab, is chairman of both Gays House and Thunderball Shipping and Trading Ltd.

22. As a further port of the conduct described in para-graph 19 above, In connection with PAGE's sale in 1972 of a Gulfstream U aircraft to the Republic of Ivory Coast, defendants PAGE, JUSTON, (RAP1N. LAWLER and others paid or caused to be paid $1$0,000 to the Washing-ton, D.C. bank account of Societe Ivohienne de Develop. puncnt at de Financesnent ("SIDP"),, an entity located isa Abldjan, Ivory Coast. 7lnaothec4abozra, the AmbaSsadOr to the United States of the Republic of the Ivory Coast, was and is secretary of SIDF and signatory in the bank account maintained by SIDF In Washington, D.C.Subsequent to this sale, PAGE sold a used Gulfstream I aircraft (predeces-sor of the Gulfstream IL) to the Republic of the Ivory Coast for over $1.5 million. In connection with this al; PAGE paid in AprIl 1974 approximately $162,000 to SIDF. in addition, between 1972 and 1976 In connection with sales of spare parts to the Republic of the Ivory Coast, PAGE paid or caused to be paid approximately $100,000 to SUM.

23. Asa Anther pet of the activities desndbeslinpara-

graph 18 above defendants PAGE, J. WILMOT, G. WIt. MOT, JUSTIN, CHAPIN, LAWLER and OLNEY, among others, in connection With the sale of four Gulfatream U aircraft between 197$ and 1977 to Saudi International Airlines and in connection with the 1975 sale of a Gulf stream U to Morrocco, utilized foreign entities as conduits for the payment of funds to third parties In order to disguise the true recipients and amounts of raid Lands and also entered bite mul/ or caused PAGE to enter into sham transactions utilizing foreign corporations as purported intennediaiies and Independent entities when in fact said entities merely acted as conduits for further distribution of the proceeds of aircraft sales. This conduct has, among other things, left over $5 million of the proceeds of Gulf-stream U sales unaccourrled for.

• 24. As a further part of the aforesaid violative cots-duct, defendants PAGE,!. WIUIOT, G.WILMOT, JUS-TON, CHAFIN, LAWLER and Others, directly and m& reedy, have engaged in a course of business whereby they entered into ad/or caused PACE, from at least 197$ to the present, to enter Into transactions Involving the We of goods and services totalling in excess of $15 million to the Government of Uganda and established a subsidiary of PAGE that has conducted and continues to conduct opera. lions In the country, of Uganda without disclosing to the shareholders of PAGE or the investing public the existence of such activities or the recognized risks Inherent therein.

25. As apart of the conduct deacdbedin paragraph 24 above, the defendants named an that paragraph and others, between 1975 and the present, sold or caused PAGE to sell to Uganda a L100.30afrcraft for. In e=m of$&SuiIl-lion and to establish. a relationship With thatcountiy where-by a subsidiary of PAGE, crested for that purpose, operates and maintains said aircraft at the direction of the country's goveimnent. In connection with these operations, this sub-sidiary of PAGE receIves substantial amounts of cash from the country's government for, among other things, expenses Incurred in connection with the subsidiary's operations. The receipts and disbursements of these funds are not re-corded In the books and records of PAGE. JueddIdon, In connection with these operations PAGE gave and delivered in the Chief of State of that country a Cadillac Eldorado convertible automobile.

26. As a further part of the aforesaid scheme and course of business in connection with securing financing for ccrtain sales of aircraft to foreign govennnents, defendants PAGE, JUSTON, L.&WLJIR and OLNEY made and caused to be made false statements to the Export Import Bank with respect to participation of agents anti the existence of commissions is connection with these transactions.

27. In furtherance of said scheme anc course of busi ness, defendants PAGE. 1. W1U4OT, G. W1U4OZ JUS-TON, C'IAP1N, LAWLER, OLNEY and others, dlxectly and indirectly, diagulsed and concealed said payments to gov-ernment officials and employees, and other corrupt, Il-legal or unaccountable payments on PAGE's books and rec-ords by making or causing ro be made Mw, incomplete and misleading entries in the books and record of PAGE. These entries do not reflect the tnie nature, purpose and ef fect of and/or the parties to certain transactions entered into by PAGE. Many of these transactions involved expen- ditures width were effected without adequate documentstion and controls sufficient to ensure that such expendi- tures were actually made for the purposes indicated and without adequate records and controls to document whether the services provided therefor, If any, were com-mensurate with the amounts paid.

28. As a flarther part of the aforesaid scheme and course of business, the defendants and others have failed to disclose to shareholders of PAGE and the investing public any of the matters described In paragraphs 17 through. 27 above. In addition, the defendants variously filed or caused to be flied with the Conrujission Annual and other reports and proxy solicitation materials that were false and mislead' log in that they failed -to describe any of the matters con-tairredin paragraphs 17 througlt2l above.

29. By reason of the fotepin& defendants PAGE,1. wU..MOT, C. WIUIOT, JUSTON, CRAM, L4.WLBR, OIJEY and others, singly and in concert. directly and In-directly, and aiding and abetting each other, h*'e violated, arc violating and unless iftuWad and enjoined will con-those to violate Section 10) of the Exchange Act, (15 U.S.C. 780)1, and Rule lOb-S 117 C.F.R. 240.1db-SI, promulgated thereunder.

couNt n Section 13(bX2) ("Foreign Corrupt Practices

Act of 1977") of the Act [15 U.S.C. 78m(bX2)l

30. Paragraphs I through 9, 24,25 and 27, are hereby realleged and incorporated herein by this reference.

31- During the period from at least December 19, 1977, (effective date of the "Foreign Corrupt Practices Act of 1977") and continuing to the date hereof, defendant PAGE in connection with Its operations, as referred to in paragraphs 24 and 25 above, has failed and is now falling to: (1) make and keep books, records, and accounts, which, in reasonable detail, accurately and fably reflect the transactions and dispositions of the assets of PAGE; and (2)

devise and maintain a system of internal accounting con-teals sufficient to provide reasonable assurances that (a) transactions are executed In accordance with management's general or speaffio authorization, (b) transactions are re-corded as necessary to permit preparation of financial state-ments in conformity with generally accepted accounting principles and/or other aliens applicable to such state-ments, and to nralntaln accountability for assets, (c) access to assets is permitted only In accordance with manage-ment's gcnex1, or specific authorization, and (at) the re-corded accpnutahlllty for assets Is compared with the ex-isting assets at reasonable Intervals and appropriate action is taken with respect to any differences.

32. By reason of the foregoing, defendant PAGE has violated, Is violating and unless restrained will continua to violate Section 13(b)(2) of the Exchange Act [1$ US.C. 7Ssn(b)(2)J.

COUNT II!

Section 13(a) of the Exchange Act. (15 U.S.C- 78m(a).. and Rules 12b-20,13a-1, and 13a-1i (17 C.F,L 240.12b-20, 240.13a-1, 240.13*-il] thereunder

33.Paragraplislthroughls,il through 28 and 3i are hereby realleged and ifleoxposated herein by this refct-ence,

34.- During the period from at least 1972 and continu-ing to the date hereof, defendants PAGE, I. WILMOT, Cl, WIUfOT, JUSTON, CHAPIN, LAWLI3R, OLNEY and others, singly and In concert, directly and indirectly, and aiding and abcttiug each other failed to disclose the activi-ties described in paragraphs 17 through 28 and 31 is cur-rant reports with the Ccsnuilssion and flied and caused to be filed with the Commission certain reports, including An- mini Reports as required by Section 13(a) of the Exchange Act, [15 U.S.C. 78m(a)], and Rules 12b-20, 13*-i and 13a. ii, [17 C.P.R. 240.12b.20, 240.13a-1 and 240.i3a-111, which reports were false and misleading and omitted to state material facts necessary to snake the statementansade not misleading, In that the reports failed to disclose the ac-tivities described in Paragraphs 11 through 28 and 31 here-inabove.

35. By reason of the foregoing, defendants and others, singly and In concert, directly and tndlrecdy, and aiding -and abetting. one another, have violated, are violating and unless restrained at enjoined will continue to violate Sec. tlon 13(a) of the Exchange Act, [15 U.S.C. 78n(a)] • and Rules 12b.20, 13a-I and 13a.I1 (11 C.P.R. 240.12b-20, 240.13a-1 and 240.13a41], promulgated thereunder.

COT N

Section 14(a) of the Exchange Act, 115 U.S.C. 78n(a)1 and Rule 14a-9 117 C.P.R

240.14a-91 thereunder

36. Paragraphs 3 through 13 and 17 tistough 28 are hereby realleged and Incorporated herein by this reference.

37. Since 1972 and continuing to the date hereof de. fóndants PAGE, 1, WILMOT, 0. WILMOT, JUSTON, CHAPIN, and others, singly and in concert, directly and In-directly, and aiding and abetting one another, by use of the mails and means and instrumentalities of Interstate com-merce, filed or caused to be filed with the Commission def-initive copies of proxy statements for annual meetings for the years 1972 to 1976, and soliolted proxies from share-holders of PAGE by means of such proxy statements, In violation of Section 14(a) of the Exchange Act, [15 US-C. 78n(a)J, and Rule 14a-9 thereunder, [17 C.F.R. 240. .14a.93, in that such proxy statements were false and mis-leading and omitted to state material facts necessary in or-der to make the statements made not nzlsleadfug, for the reason that, among other things, these proxy statements failed to disclose the activities detailed in paragraphs 17 through 23 and 26 through 29 hereinabove and -the role of defendants J. WIULOT, G WIIMOT, JUSTON, and CHAPIN In such activities at times when they were standing for election as directors of PAGE.

38. By reason of the foregoing. defendants PAGE. 1, WILMOT, G. WILMOT, JUSTON, CRAP1N and others, singly and In concert, directly and Indirectly, and aiding and abetting one another have violated, are violating and., unless restrained wili continue to violate Section 14(a) of the Exchange Act, [15 U.S.C. 78n(a)] and Rule 14a-9 (17 C.F.R. 240.142-91 thereunder.

WHEREFORE, Plaintiff thenmission respectfully prays and demands:

1. A preliminary and permanent Injunction, restrain-ing and enjoining defendant PAGE, its officers, agents, employees, directors, successorS, assigns, affiliates, subsidi-aries and attorneys, and defendants I. WILMOT, G. WIL.. MOT, JUSTON, CHAPIN, LAWLER and OQ4EY, their agents, servants, employees, attorneys, successors and as-signs, and each of them,, from violating Section 10(b) of the Exchange Act, [15 U.S.C. 18j(b)], and Ride lOb-S [17 C.F.R. 240LlOb-.5], prcanulgated thereunder, by using the nialls and means and Instrumentalities of Interstate corn-inerce to: employ devices, schemes and artifices to de-fraud; inaire untrue statements of material facts and omit to state materiel facts necessary, In order to xnake the state-ments made, in light of the circumstances under which they were made not misleading; or engage In acts, practices and

courses of business vMch have operated or will operate as a fraud or deceit upon any person concerning, among other things:

(a) Any agreement, commitment or understanding by PAGE or any of its affiliates or subsidiaries to make, or the ntaldng of, any payment of corporate fads or other value directly or lndhnctly to, or for the benefit of, any official or employee of any foreign government or any official or employee of any entity owned end/or controlled by any foreign government;

(b) The nature and extent of any false or fictitious en-tales on the books and records of PAGE or any of Its s0-jatca and subsidiaries with respect to the matters referred to In subparagraph (a), the nature and extent of any fund of corporate monies or other assets established or maintained without being fully and properly accounted for on said books and records, or the ilature and extent of payments, disbursements or tmncdlas, if any, therefrom;

(c) The extent to which transfers or disbursements of corporate funds, material in nature, amount or effect, were or could be effected without the application of adequate accounting or auditing pmcedzzres and controls; and

(e) The extent to which any officer, employee or di-rector of PAGE, or any of its affiliates or subddlarles,bas facilitated or aided and abetted the activities required to be disclosed pursuant to subpazagrapizs (a) through (d).

2. A prellnthaaxy and permanent injunction restrain-ing enjoining defendant PAGE, its Officers, agents,.eniploy-sea, directors, successors, assigns, affIliates, subsidiaries and attorneys, and each of theta, than violating Section 13(b) (2) of the Exchange Act [1$ ULC. 72m(b)(2)I by failing to:

(a) make and keep books records and accounts, which, In reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets, of PAGE; and

(b) devise and maintain a system of Internal account-ing controls sufficient to provide reasonable amuzances that:

(1) transactions are executed In accordance with man-agexaerrt"s general or specific authorization; (2) trans-actions are recorded as necessary to permit prepara-tion of financial statements an confounfty with gener-ally accepted accounting principles and/or any other

(d) the establlthmentofmated1subtldisxiesoroper'---•• ations of PAGE or any other issuer without disclosing the existence and nature of said subsidiaries or operations and the extent of said operations.

cterla applicable to such statements, and to maintain accountability for assets; (3) aoce to assets Is per. mitted only in accordance with management's general or specific authorization; and (4) the tecorded account-ability for assets Is compared with the existing assets at reasonable intervals and appropriate action Is taken with respect to any differences.

3. A preliminary and permanent injunction restrain, ft and enjoining defendant PAGE, its officers, agents, em-ployees, directors, successors, assigns, affiliates, subaldiar , sos and attorneys,, and defendants 3. W112&OT, G W-MOT, JUSTON, CW,PIN, IAWLBR and 0114EY and their agents, serrants, employees, attorneys, successors and as-signs, and each of them, from 'violating Section 13(a) of the Exchangh Act [15 US.C. 240.13a-1 I and Rules 12b-20, 13a-1 and 13a-11 117 C.F.R. 240.12b-20, 24(.13a1 and 240.13011 by, among other things, failing to file current reports and by filing or aiding and abetting the filing with the Coruzuission of annual or other reports on bth.alf of PAGE or any of Its affiliates or sttl,sidlarlas or any other company that are materially false and misleading In that they, among other things, omit to state the matters de-scribed above in subpsxagraplis (a) through (a) of para-graph 1 of this prayer for relief.

4. A preliminary and penzansnt Injunction restrain-ing and enjoining defendant PAGE. Its officers, agents, employees, directors, successors, snips, affiliates, aubsi& aries and attorneys, and Defendants J. WILMOT, G. WI1, MOT, JUSTON and CHAPIN and their agents, servants, em-ployees, attorneys, SUCCeSSOrs and assigns, and each of them, from violating Section 14(a) of the Exchange Ant [15 U.S.C. 78n(a)j and Rule 14a-9 (17 C.F.R. 340.14a.91, thereunder, by using the snails or means and lnatxurnental-Itles of interstate commerce to file or aid and abet the filing with the Commission of definitive copies of proxy state-ments, or to solicit proxies from shareholders of PAGE, any of its affiliates or subsidiaries, or any other company, when such proxy statements are materially f3lse and misleading, In that they, among other things, omit to state the matterl described in snbparngraplzs (a) through (e) of paragraph 1 of this prayer for relief.

5. A prelhninaiy and pennaneut injunction restrain-ing and enjoining defendants PAGE, its officers, agents, cm-ployees, directors, successors, assigns, affiliates, subsidi-aries and attorneys, and defendants I. WILMOT, G. Wit, MOT, JUSTCN, CBAI'ZN, ZAWLER, OU'IEY and their agents, servants, employees, attorneys, successors and as-signs, and each of them, from snaking or aiding and abetting the making of false or fictitious entries in the books and records of PAGE: any of Its affiliates or subsidiaries or any other company, or establishing or nraintaizzln& or aiding and abetting the establishment or maintenance of any se-cret or unrecorded fluid of corporate monies or other as-

sets, or aiding and abetting the making of any payments, disbursements or transfers therefrom.

6. A mandatory injunction requiring defendant PAGE to correct and amend its annual and other reports for the respective fiscal years 1972 to date currently on file with the Commission so that mid reports comply in all respects, including those respects complained of herein, with the federal securities laws.

7. The appointment of a Special Officer to inquire into and examine the books and records of PAGE, and those of its affiliates and subsidiaries, and all other relevant matters, in order to resider a correct neco'unthig of PAGEs financial position to this Court and to Its shareholdett, and to report to this Court and to PAGE's bareho1ders con- ceasing the matters complained of herein, Including, but not limited to, the expenditures of corporate funds for tin. lawful purposes, any payments, receipts, disbursements or transfers rustle in cash, or otherwise, which are not accur-ately reflected in the books and records of PAGE : or those of in affiliates and subsidiaries, any transfers or disburse-ments made without the application of adequate account- lag or auditing procedures or sufficient controls to insure that such transfers and disbursements were actually made for the purpoem indicated on the books and records of , PAGE and Its subsidiaries, or without sufficient records and controls to document whether services provided In connec-tion therewith were commensurate withanwuets paid, and the nature and extent of knowledge of, involvement, or par-ticipation in any such activities or practiceS by cursent or former officers, employees, or directors of PACE or any of Its affiliates or subSidiaries.

AND, for such further valid as This Court deems appro-pilate under the circumstances.

DATE April 12497 8

'SI David P. Doherty

'SI Michael P. PerIls

IS! - Burton W. Wiand

Is/ Robert D. LaPramenta

Attorneys for Plaintiff Securities and Exchange Commission 500 North Capitol Street Washington, D.C.20549 Telephone: (202) 755-1626

sec neWsM14PR 1

ES gest Issue 80-71 1 1980 April 10, 1980

LIBRARY NOTICE OF COMMISSION MEETINGS

Following is a schedule of Commission meetings which will be conducted pursuant to provisions of the Government in the Sunshine Act. In general, the Commission expects to follow a schedule of holding closed meetings on Tuesdays, and open meet-ings on Thursday morning. Meetings on Wednesay, and if necessary on Thursday afternoons, will be either open or closed according to the requirements of agenda items under consideration. The Commission will not normally meet on Mondays or Fridays.

Visitors are welcome at all open meetings, insofar as space is available.

Meetings will be held in the Commission Meeting Room on the eighth floor of the Commission's headquarters building at 500 North Capitol Street, Washington, D.C. All visitors are required to sign in and obtain passes at the Reception Desk in the lobby. Persons wishing to photograph or videotape Commission meetings must obtain permission in advance from the Secretary of the Commission. Persons wishing to tape record a Commission meeting should notify the Secretary's office 48 hours in advance of the meeting.

CLOSED MEETING - TUESDAY, APRIL 15, 1980 - 9:00 A.M.

The subject matter of the April 15 closed meeting will be: Formal orders of inves-tigation; Regulatory matter bearing enforcement implications; Access to investiga-tive files by Federal, State, or Self-Regulatory Authorities; Cooperation with other law enforcement agency; Litigation matters; Institution of injunctive action; Freedom of Information Act appeals; Opinions; Administrative proceedings of an enforcement nature.

CLOSED MEETING - WEDNESDAY, APRIL 16, 1980 - 9:00 A.M.

The subject matter of the April 16, 9:00 closed meeting will be: Regulatory matters bearing enforcement implications.

OPEN MEETING - WEDNESDAY, APRIL 16, 1980 - 10:00 A.M.

The subject matter of the April 16 open meeting will be:

(1) Consideration of whether to amend Rule 17a-7 under the Investment Company Act of 1940 to exempt, subject to conditions, the purchase or sale of certain securi-ties between a registered investment company and a person which is an affiliated person of such company (or an affiliated person of such a person) solely by reason of having a common investment adviser, common officers, and/or common directors. FOR FURTHER INFORMATION CONTACT Mark J. Mackey at (202) 272-3045.

(2) Consideration of whether to grant a modification of the terms and conditions upon which John R. Patterson was permitted to reenter the securities business in a non-supervisory, non-proprietary capacity as a registered representative with Offerman & Co., Inc., a registered broker-dealer. FOR FURTHER INFORMATION CONTACT David P. Tennant at (202) 272-2947.

(3) Consideration of whether to issue a release requesting public comments on a proposed amendment of the requirements for the filing of amendments to Schedule 13D in Rule 13d-2(a), which provides in general that an amendment is required whenever a material change occurs in the information relating to beneficial owner-ship information set forth in Schedule 13D; the proposed amendment would delete an exception to these requirements for acquisition of less than two percent during any twelve-month period. FOR FURTHER INFORMATION CONTACT W. Scott Cooper at (202) 272-2589.

(4) Consideration of whether to grant the application of Doherty & Co. and Edward F. Doherty for relief pursuant to Rule 252(f) of Regulation A. FOR FURTHER INFOR-MATION CONTACT Thomas J. Baudhuin at (202) 272-2644.

(5) Consideration of whether to affirm action, taken by the Duty Officer, denying a request to review a no-action position taken by the Division of Corporation Finance regarding the applicability of Rule 14d-2(b), promulgated under Section 14(d) of the Securities Exchange Act of 1934, to a shareholder proposal which may be presented at the annual meeting of Yjnancial General Bankshares, Inc. shareholder FOR FURTHER INFORMATION CONTACT Richard'.•Wiiiff at (202) 272-2741.

(6) Consideration of whether to recommend a proposal to Congress to adopt amend-ments to Sections 304 (a) (8) and 304 (a) (9) of the Trust Indenture Act of 1939 to increase the aggregate amount of debt securities that may be partially or totally exempt from that Act. FOR FURTHER INFORMATION CONTACT Robert Rupp at (202) 272-2644.

(7) Consideration of whether to grant the request of Rogers and Wells for waivers of imputation of disqualification pursuant to Rule 6(e) of the Commission's Conduct Regulation. FOR FURTHER INFORMATION CONTACT Myrna Siegel at (202) 272-2430.

(8) Consideration of whether to grant the appeal of FOl Services, Inc. under the Freedom of Information Act (FOXA) from the denial of its request for documents in the Commission's possession or custody relating to the work to be performed by a consulting firm, Environmental Research and Technology, Inc. (ERT), for the United States Steel Company (USSC), which work was required pursuant to the terms of the final Commission opinion and order settling the Commission's administrative proceed-ing against USSC; ERT has requested that confidential treatment pursuant to Exemp-tion 4 of the FOIA be accorded portions of the project proposal prepared by it for USSC. FOR FURTHER INFORMATION CONTACT Theodore Bloch at (202) 272-2454. - -

(9) Consideration of whether to affirm action, taken by the Duty Officer, approving the request fo Baker, Glast, Riddle, Tuttle & Elliott for a waiver of imputed dis-qualification pursuant to Rule 6(e) of the Commission's Conduct Regulation. FOR FURTHER INFORMATION CONTACT Myrna Siegel at (202) 272-2430.

(10) Consideration of whether to issue a release which would amend Rule 3-18(k) of / Regulation S-K to postpone the audit requirement for disclosures of oil and gas V reserve information until a decision is reached on requiring this information in

the primary financial statements of oil and gas producers. FOR FURTHER INFORMATION CONTACT James L. Russell at (202) 272-2133.

CLOSED MEETING - WEDNESDAY, APRIL 16, 1980 - IMMEDIATELY FOLLOWING THE OPEN MEETING

The subject matter of the April 16 closed meeting scheduled immediately following the 10:00 open meeting will be: Opinion.

AT TIMES CHANGES IN COMMISSION PRIORITIES REQUIRE ALTERATIONS IN THE SCHEDULING OF MEETING ITEMS. FOR FURTHER INFORMATION AND TO ASCERTAIN WHAT, IF ANY, MATTERS HAVE BEEN ADDED, DELETED OR POSTPONED, PLEASE CONTACT: John Granda at (202) 272-2091.

ADMINISTRATIVE PROCEEDINGS AMARILLO INVESTMENTS, INC. AND DEAN EDWARD LIVELY CITED

Public administrative proceedings have been ordered pursuant to the Securities Exchange Act of 1934 against Amarillo Investments, Inc. (All), a registered broker-dealer located in Amarillo, Texas, and Dean Edward Lively, also of Amarillo, AAI's chief executive officer. Simultaneous with the institution of the proceedings, the Commission approved Offers of Settlement submitted by All and Lively in which they consented to the findings and sanctions described below without admitting or denying the Commission's allegations.

The Commission found that All wilfully violated and that Lively wilfully aided and abetted violations of the broker-dealer recordkeeping, and net capital and other financial responsibility requirements of the Exchange Act. The Commission also found that All and Lively wilfully violated the antifraud provisions of the securities laws in the offer and sale of certain real estate limited partnership interests, as well as the common stock of Amarillo Equity Investors, Inc.

2 NEWS DIGEST, April 10, 1980

Based upon the above, the Commission revoked All's broker-dealer registration and suspended Lively from association with a broker or dealer, investment company or investment adviser for 180 days. In addition, the Commission barred Lively from acting in a supervisory or proprietary capacity for an additional two-year period following the 180-day suspension, provided, however, that after the expiration of such two-year period, he can apply to become associated in a supervisory or pro-prietary position. In addition, Lively was required to reimburse $12,576 to certain All customers. (Rel. 34-16714)

CIVIL PROCEEDINGS

PAGE AIRWAYS, INC. ENJOINED

The Commission announced that on April 8 the Honorable Harold P. Burke of the U.S. District Court for the Western District of New York entered a final judgment of permanent injunction against Page Airways, Inc. of Rochester, New York, enjoin- ing it from violations of the reporting and proxy provisions of the Securities Exchange Act of 1934. In connection with the settlement, Page has undertaken to internally investigate matters alleged in the Commission's complaint and retain a Review Person to evaluate the methods and procedures followed in this investiga-tion. Page has further undertaken to file a current report on Form 8-K concerning the internal investigation. Nothing in the settlement constitutes evidence of or an admission with respect to the allegations of the Commission's complaint. Moreover, the Commission stipulated to the dismissal of the action as to all individual defendants.

In reaching settlement of this action, the Commission and Page considered concerns raised by another agency of the United States Government regarding matters of national interest. (SEC v. Page Airways, Inc., et al., W.D.N.Y., Civil Action No. 78-831). (LR-9054)

FITZGERALD, DEARMAN & ROBERTS, INC. AND KEITH R. FITZGERALD ENJOINED

The Fort Worth Regional Office announced that on March 28 the Honorable James 0. Ellison, U.S. District Judge for the Northern District of Oklahoma, entered an order permanently enjoining Fitzgerald, DeArman & Roberts, Inc. (PD&R), a regis-tered broker-dealer located in Tulsa, Oklahoma, and Keith R. Fitzgerald, its chief executive officer, of Bixby, Oklahoma, from further violations and. aiding and abetting violations of the recordkeeping, net capital and other financial respon-sibility requirements of the Securities Exchange Act of 1934. The defendants con-sented to the entry of the order without admitting or denying the allegations in the complaint Which was filed on that same date. (SEC v. Fitzgerald, Dearman & Roberts, Inc., et al., N.D. Okla., CA 80-C-162-E). (LR9053)

CRJ$NAL PROCEEDINGS

IRVING BERNSTEIN PLEADS GUILTY

The New York Regional Office announced that on March 13 Irving Bernstein, the former reorganization trustee of Arlan's Dept. Stores, waived indictment and Pleaded guilty before the Honorable Morris B. Lasker, U.S. District Judge for the Southern District of New York, to a two count Information charging him with em-bezzling assets of Arlan's and with making false entries in connection with the Arlan's proceedings under the Bankruptcy Act. (U.S. v. Irving Bernstein, U.S.D.C. S.D.N.Y., No. 80 Cr. 156). (LR-9056)

NEWS DIGEST, April 10, 1980

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-16) STORER BROADCASTING COMPANY, 1177 Kane Concourse, Miami Beach, Fla. 33154 (305) 866-0211 - 2,000,000 shares of common stock. Underwriter: Lehman Brothers Kuhn Loeb Inc. The company is engaged in broadcasting and cable communications. (File 2-67246 - Apr. 8)

(S-8) COMPUTERVISION CORPORATION, 201 Burlington Rd., Bedford, Mass. 01730 (617) 742-9100 - 300,000 shares of common stock. The company is engaged in the industry automation business. (File 2-67254 - Apr. 8)

(S-B) INTERNORTH, INC., 2223 Dodge St., Omaha, Neb. 68102 (402) 348-4000 - $51,537,500 of interests and 1,900,000 shares of common stock. (File 2-67255 - Apr. 8)

(S-16) PUGET SOUND POWER & LIGHT COMPANY, Puget Power Bldg., Bellevue, Wash. 98009 (206) 454-6363 - 2,000,000 shares of common stock. (File 2-67256 - Apr. 8)

(S-B) TRW INC., 23555 Euclid Ave., Cleveland, Ohio 44117 (216) 383-2401 - $53 million of participations and 1,277,108 shares of common stock. (File 2-67257 - Apr. 8)

In a separate statement the company seeks registration of $750,000 of participations and 21,429 shares of common stock. (File 2-67258 - Apr. 8)

(5-8) REYNOLDS METALS COMPANY, Reynolds Metals Bldg., 6601 Broad Street Rd., Richmond, Va. 23261 (804) 281-2811 - 750,000 shares of common stock. (File 2-67260 - Apr. 8)

(5-8) THE RYLAND GROUP, INC., 10221 Wincopin Circle, Columbia, Md. 21044 (301) 730-7222 - 200,000 shares of common stock. (File 2-67262 - Apr. 8)

(S-8) UNITED TELECOMMUNICATIONS, INC., P.O. Box 11315, Kansas City, Mo. 64112 (913) 676-3000 - 3,000,000 shares of common stock.. The company is a telephone holding company. (File 2-67263 - Apr. 9)

(S-8) PERINI CORPORATION, 73 Mt. Wayte Ave., Framingham, Mass. 01701 (617) 875-6171 - 421,333 shares of common stock. (File 2-67264 - Apr. 9)

(S-B) STANDARD OIL COMPANY, 200 East Randolph Dr., Chicago, Ill. 60601 (312) 856-3800 - 156,468 shares of common stock. (File 2-67265 - Apr. 9)

(S-B) CROCKER NATIONAL CORPORATION, One Montgomery St., San Francisco, Cal. 94104 (415) 477-0456 - 750,000 shares of common stock. (File 2-67266 - Apr. 9)

(S-8) WAINOCO OIL CORPORATION, 1200 Smith St., Suite 1500, Houston, Tex. 77002 (713) 658-9900 - 375,000 shares of common stock. The company explores for and produces oil and gas. (File 2-67267 - Apr. 9)

(S-8) PENNZOIL COMPANY, Pennzoil P1., P.O. Box 2967, Houston, Tex. 77001 (713) 236-7878 - 450,000 shares of common stock. (File 2-67268 - Apr. 9)

(S-B) CENTRAL LOUISIANA ENERGY CORPORATION, 1602 Pinhood Rd., Lafayette, La. 70508 (318) 233-8940 - 125,000 shares of common stock. (File 2-67269 - Apr. 9)

(S-B) RAYTHEON COMPANY, 141 Spring St., Lexington, Mass. 02173 (617) 862-6600 - 1,000,000 shares of common stock. (File 2-67270 - Apr. 9)

(S-B) DENTSPLY INTERNATIONAL INC., 570 West College Ave., York, Pa. 17404 (717) 845-7511 - 50,000 shares of common stock. (File 2-67271 - Apr. 9)

4 NEWS DIGEST, April 10, 1980

(s-i) PARABO DEVELOPMENT CORPORATION, 300 Enterprise Bldg., Third and Main Sts., Grand Junction, Cob. 81501 - 1,100,000 shares of common stock. Underwriter: Moseley, Baligarten, Estabrook & Weeden Inc. The company is engaged in research and develop-ment activities relating to the recovery of oil. (File 2-67272 - Apr. 9)

(s-B) NATIONAL EDUCATION CORPORATION, 4361 Birch St., Newport Beach, Cal. 92660 (714) 546-7360 - 112,200 shares of common stock. (File 2-67273 - Apr. 9)

(S-8) UNITED STATES LEASING INTERNATIONAL, INC., 633 Battery St., San Francisco, Cal. 94111 (415) 445-7445 - 250,000 shares of common stock. (File 2-67274 - Apr. 4)

(S14) HOTEL INVESTORS CORPORATION, 5530 Wisconsin Ave., Chevy Chase, Md. 20015 (301) 656-1809 - 2,273,575 shares of common stock. (File 2-67275 - Apr. 9)

(S-8) UNION OIL COMPANY OF CALIFORNIA, Union Oil Center, Los Angeles, Cal. 90017 (213) 486-7600 - $73,500,000 of interests and 1,500,000 shares of common stock. (File 2-67276 - Apr. 9)

(s-7) CONTINENTAL TELEPHONE CORPORATION, 56 Perimeter Center East, Atlanta, Ga. 30346 (404) 391-8000 - 2,500,000 shares of common stock. The company is a telephone holding company. (File 2-67277 - Apr. 9)

In a separate (S-B) statement the comoany seeks registration of 850,000 shares of common stock and $1,900,000 of participations. (File 2-67278 - Apr. 9)

In a separate (S-16) statement the company seeks registration of 1,300,000 shares of common stock. (File 2-67279 - Apr. 9)

(N-l) SIGMA MONEY MARKET FUND, INC., Greenville Center, 3801 Kennett Pike, Wilmington, Del. 19807 (302) 652-3091 - an indefinite number of shares of common stock. (File 2-67280 - Apr. 9)

(N-l) SIGMA GOVERNMENT SECURITIES FUND, INC., Greenville Center, 3801 Kennett Pike, Wilmington, Del. 19807 (302) 652-3091 - an indefinite number of shares of common stock. (File 2-67281 - Apr. 9)

(S-B) FIRST UNION BANCORPORATION, 510 Locust St., St. Louis, Mo. 63101 (314) 231-9300 - 200,000 shares of common stock. (File 2-67282 - Apr. 9)

(S-B) KERR GLASS MANUFACTURING CORPORATION, 501 South Shatto P1., Los Angeles, Cal. 90020 (212) 487-3250 - 100,000 shares of common stock. The company manufactures and sells products and other packaging products. (Pile 2-67283 - Apr. 9)

(S-B) CENTRAL PENN NATIONAL CORP., One Belmont Ave., Bala Cynwyd, Pa. 19004 (215) 854-7044 - 50,000 shares of common stock. (File 2-67284 - Apr. 9)

(S-16) CRUM AND FORSTER, 110 William St., New York, N.Y. 10038 (212) 791-8200 - 7,425 shares of common stock. (File 2-67285 - Apr. 9)

(s-B) THE STANDARD OIL COMPANY, Midland Bldg., Cleveland, Ohio 44115 (216) 575-3861 - 285,380 shares of common stock and $24,400,000 of interests. (File 2-67286 - Apr. 9)

(S-B) GENERAL MOTORS CORPORATION, 767 Fifth Ave., New York, N.Y. 10022 and 3044 West Grand Blvd., Detroit, Mich. 48202 (313) 556-3562 - $275-million of interests and 12,500,000 shares of common stock. The company is engaged in the automotive indus-try. (File 2-67287 - Apr. 9)

In a separate statement the company seeks registration of $6,600,000 of interests and 600,000 shares of common stock. (File 2-67288 - Apr. 9)

In a third statement the company seeks registration of $11 million of interests and 1,000,000 shares of cojnrnon stock. (File 2-67289 - Apr. 9)

In a fourth statement the company seeks registration of 320,000 shares of common stock. (File 2-67290 - Apr. 9)

(S-16) KAY CORPORATION, 320 King St., Alexandira, Va. 22314 (703) 683-3800 - 180,140 shares of common stock. (File 2-67291 - Apr. 9)

NEWS DIGEST, April 10, 1980

REGISTRATIONS EFFECTIVE

Apr. 2: Sniithkline Corp., 2-67159. Apr. 3: Ford Motor Co., 2-66977. Apr. 4: American National Holding Co., 2-66676; Samson Properties 1980 Drilling Programs, 2-66330; Wavetek, 2-66882. Apr. 7: The Chesapeake and Potomac Telephone Co., 2-66924; The Commercial Bank of Australia Limited, 2-66988; Consumer Power Co., 2-66930; H & R Block, Inc., 2-66751. Apr. 8: Atlantic City Electric Co., 2-66929; Conroy, Inc., 2-66455; Mississippi Power Co., 2-66845; North-West Telephone Co., 2-66683; Nuclear Data, Inc., 2-66875.

(NOTE: PAGE 7 WAS INTENTIONALLY LEFT BLANK)

6 NEWS DIGEST, April 10, 1980

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FIRST CLASS MAIL

NOTICE

Many requests for copies of documents referred to in the SEC News Digest have erroneously been directed to the Government Printing Office. Copies of such documents and of registration statements may be ordered from the Public Reference Section, Securities and Exchange Commission, Washington, D.C. 20549. When you are ordering more than one, we prefer that the documents be listed in alphabetical order to expedite service. The reproduction cost is ICc per page plus postage ($3.50 minimum); 20c per page plus postage for expedited service ($5.00 minimum) and 30c per page plus postage for priority service ($5.00 minimum). Cost estimates are given on request. All other reference material is available in the SEC Docket.

SEC NEWS DIGEST is published daily. Subscription rates: $100.001yr in U.S. first class mail; $125.00 elsewhere. SEC DOCKET is published weekly. Subscription rates: $79.001yr in U.S. first class mail; $98.75 elsewhere. SEC STA TISTICAL BULLETIN is published monthly. Subscription rates: $15.001yr in U.S. first class mail; $18.75 elsewhere. The News Digest, the Docket, and the Statistical Bulletin are for sale by the Superintendent of Documents, Government Printing Office, Washington, D.C. 20402.

POSTAGE AND FEES PAID

U. S. SECURITIES AND

EXCHANGE COMMISSION

'sec new est Issue 78-73

APR 17 1978 April 14, 1978

.S SECURITIES APO COMMISSION ANNOUNCEMENTS UcHANcosuslow COMMISSIONER KABMEL SPEAKS BEFORE THE NATIONAL INVESTOR RELATIONS INSTITUTT - •-

Commissioner Karmel spoke before the National Investor Relations Institute, New York Chapter, in New York, N.Y., on Wednesday, April 12, 1978. The title of her address was Changing Concepts of Materiality."

COURT ENFORCEMENT ACTIONS

COMPLAINT NAMES PAGE AIRWAYS, INC.

The SEC announced that on April 12 a civil injunctive action was filed in the U.S. District Court for the District of Columbia charging Page Airways, Inc. (Page), a Rochester, New York corporation, engaged in business relating to sales and service of aircraft and six of its officers and/or directors with variously having violated the antifraud, reporting and proxy provisions of the Securities Exchange Act of 1934 and further charges Page with violations of Section 13(b) (2) of the Exchange Act (The Foreign Corrupt Practices Act of 1977).

The Commission's complaint alleges that Page and the individual defendants variously engaged in a scheme to sell Gulf stream II aircraft and other aircraft, products and services by, directly and indirectly, making payments to foreign government officials and employees and other corrupt, illegal, improper or unaccountable payments. The Commission also charges that Page and the individual defendants, variotsly failed to file required reports with the Commission and filed false and misleading annual reports and proxy solicitation material with the Commission relating to the aforementioned matters. The action filed by the Commission in addition to seeking an injunction pro-hibiting the above violative conduct also seeks other equitable relief. (SEC v. Page Airways, Inc., et a].., D.D.C., Civil Action No. 78-0656). (LR-8372)

INVESTMENT COMPANY ACT RELEASES

GPM BALANCED FUND

A notice has been issued giving interested persons until May 8 to request a hearing on an application of GPM Balanced Fund, Inc. and Mediterranean Fund, Inc., both registered under the Investment Company Act of 1940 as diversified, open-end management investment companies, Studley Shupert & Co., Inc. of Boston, investment adviser to the Funds, Gardner and Preston, Moss, Inc. (Gardner), parent company of Studley Shupert, John L. Gardner, a control person of Gardner and an affiliated person of Mediterranean, and Robert F. Birch, also a control person of Gardner. The application requests an order, pursuant to Section 17(b) of the Act, exempting from the provisions of Section 17(a) of the Act the proposed merger of Mediterranean into Balanced, and an order pursuant to Section 17(d) of the Act and Rule 17d-1 thereunder, permitting the joint participa-tion of all Applicants in the proposed merger. (Rel. IC-10202 - Apr. 12)

THE GOVERNMENT SECURITIES INCOME FUND, SECOND GNMA SERIES

An order has been issued on an application of The Government Securities Income Fund, Second GNMA Series and subsequent series (Fund); Merrill Lynch, Pierce, Fenner & Smith Incorporated; Bache Halsey Stuart Shields Incorporated; and Dean Witter Reynolds Inc. (Sponsors), exempting the Fund from the initial net worth requirements of Section 14(a) and from the limitations on the distributions of capital gains contained in Rule 19b-1, and exempting from Rule 22c-1 the proposed secondary market operations of the Sponsors. (Rel. IC-10203 - Apr. 13)

DSAG CORPORATION

A notice has been issued giving interested persons until May 5 to request a hearing on an application of DSAG Corporation for an order pursuant to Section 6(c) of the Act exempting DSAG from all Act. (Rel. IC-10204 - Apr. 13)

Jul HOLDING COMPANY ACT RELEASES

9t GEORGIA POWER COMPANY

1 RA

A supplemental order h4e3 J 31e4JIg Georgia Power Company, subsidiary of The Southern Company, .jçqnq4 %Orrowing the proceeds of the sale of pollution control and 'I½t1 de6?ff'evenue bonds by three Georgia counties. (Rel. 35-20500 - Apr. 12) -

ARKANSAS-MISSOURI POWER COMPANY

A supplemental order has been issued authorizing a proposal of Arkansas-Missouri Power Company, subsidiary of Middle South Utilities, Inc., to issue and sell short-term bank notes in the amount at any one time outstanding of not more than $5,500,000. (Rel. 35-20501 - Apr. 12)

SELF-REGULATORY ORGANIZATIONS

NOTICE OF PROPOSED RULE CHANGE

The following stock exchanges have filed proposed rule changes pursuant to Rule 19b-4: The Depository Trust Company (SR-DTC-78-5) to enable the European Options Clearing Cor-poration (EOCC) to become a pledgee in the DTC system. If EOCC becomes a pledgee, DTC participants will be able to satisfy their obligations to EOCC by segregating securi-ties by book entry in EOCC's pledge account. EOCC is the issuer and guarantor of options traded on the European Options Exchange located in Amsterdam, Holland. (Rel. 34-14656); and The New York Stock Exchange, Inc. (SR-NYSE-78-16) to delete the current requirement that each member of its Board of Directors be a citizen of the United States. (Re].. 34-14657)

Publication of the above proposals are expected to be made in the Federal Register during the week of April 17.

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-8) THOMAS INDUSTRIES INC., 207 East Broadway, Louisville, Ky. 40202 - 50,000 shares of common stock. (File 2-61228 - Apr. 12)

(S-16) G. D. SEABLE & CO., P.O. Box 1045, Skokie, Ill. 60076 (312) 982-7000 - 7,000 shares of common stock. (File 2-61229 - Apr. 12)

(S-8) IC INDUSTRIES, INC., One Illinois Center, 111 East Wacker Dr., Chicago, Ill. 60601 - 60,000 shares of common stock. The company is a diversified enterprise. (File 2-61230 - Apr. 12)

(S-14) REVLON, INC., 767 Fifth Ave., New York, N.Y. 10022 (212) 758-5000 - 276,446 shares of coon stock. (File 2-61243 - Apr. 12)

(S-14) ALASKA BANCORPORATION, $07 E St., Anchorage, Alaska 99501 (907) 272-7522 - 94,270 shares of common stock. (File 2-61244 - Apr. 12)

(5-8) AMDAHL CORPORATION, 1250 East Argues Ave., Sunnyvale Cal. 94086 - 2,447,268 shares of common stock. (File 2-61245 - Apr. 13)

(S-16) PACIFIC SCIENTIFIC COMPANY, 6280 Chalet Dr., City of Commerce, Cal. 90040 (213) 927-5333 - 59, 535 shares of common stock. (File 2-61246 - Apr. 13)

2 NEWS DIGEST, April 14, 1978

In a separate statement the company seeks registration of 75,000 shares of common stock. (Pile 2-61247 - Apr. 13)

(S-7) DIAL FINANCIAL CORPORATION, 207 Ninth St., Des Moines, Iowa 50307 (515) 243-2131 - $10 million of investment notes (junior subordinated) Series H. The company is engaged in the consumer finance business. (File 2-61248 - Apr. 13)

(S-7) KANSAS CITY POWER & LIGHT COMPANY, 1330 Baltimore Ave., Kansas City, Mo. 64141 (816) 556-2200 - $50 million of first mortgage bonds, due 2008. The company is engaged in the generation, transmission, distribution and sale of electric energy. (File 2-61249 - Apr. 13)

(S-16) WESTERN MARINE ELECTRONICS COMPANY, 905 Dexter Avenue North, Seattle, Wash. 98109 (206) 285-2420 - 25,000 shares of common stock. (File 2-61250 Apr. 7)

(S-8) LIQUX-BOX CORPORATION, 6950 Worthington-Galena Rd.,, Worthington, Ohio 43085 - 208,685 shares of common stock. (File 2-61251 - Apr. 7)

(8-8) BALL CORPORATION, 345 South High St., Muncie, Ind. 47302 - 150,000 shares of common stock. The company is a manufacturer with primary emphasis on packaging products. (File 2-61252 - Apr. 3)

In a separate statement the company seeks registration of 350,000 shares of common stock. (Pile 2-61253 - Apr. 3)

(8-8) UNION ELECTRIC COMPANY, 1901 Gratiot St.., St. Louis, Mo. 63103 - 500,000 shares of common stock and $1,384,432 of participations. (File 2-61254 - Apr. 13)

(5-8) NATIONAL CITY CORPORATION, 623 Euclid Ave., Cleveland, Ohio 44114 - 850,000 shares of common stock. (File 2-61255 - Apr. 13)

(S-7) UNITED TELECOMMUNICATIONS, INC., P.O. Box 11315, Plaza Station, Kansas City, Mo. 64112 - 500,000 shares of common stock. (File 2-61256 - Apr. 13)

(S-B) TRW INC., 2355 Euclid Ave., Cleveland, Ohio 44117 - $5,135 shares of common stock. (File 2-61257 - Apr. 13)

(S-B) WISCONSIN ELECTRIC POWER COMPANY, 231 West Michigan St., Milwaukee, Wis. 53201 - $9,668,750 of participations and 350,000 shares of common stock. (File 2-61258 - Apr. 13)

(S-B) MODERN AMERICAN LIFE INSURANCE COMPANY, 100 - 1010 West Sunshine, Springfield, Mo. 65807 - 80,000 shares of common stock and $560 million of interests. (File 2-61259 - Apr. 13)

(S-B) GREAT NORTHERN NEKOOSA CORPORATION, 75 Prospect St., Stamford, Comm. 06901 - 750,000 shares of common stock. The company is a paper manufacturer. (File 2-61260 - Apr. 13)

(S-B) LEASEWAY TRANSPORTATION CORP., 21111 Chagrin Blvd., Cleveland, Ohio 44122 - $12 million of common stock. The company is engaged in highway transportation, vehicle leasing and distribution services. (File 2-61261 - Apr. 13)

(S-16) UNION CARBIDE CORPORATION, 270 Park Ave., New York, N.Y. 10017 (212) 551-2345 - 83,418 shares of common stock. The company is an industrial corporation. (File 2-61044 - Mar. 2$)

In a separate (S-B) statement the company seeks registration of 400,000 shares of common stock. (Pile 2-61045 - Mar. 28)

REGISTRATIONS EFFECTIVE

Apr. 6: Cincinnati Gas & Electric Co., 2-60960 & 2-60961; First National State Ban-corporation, 2-60885; Great Northern Nekoosa Corp., 2-60990; Interstate Power Co., 2-60856; National Municipal Trust, Special Trusts First Multi-State Series, 2-60769; Slaughter Brothers, Inc., 2-60864; The Southern Co., 2-60907. Apr. 7: The Cessna Aircraft Co., 2-60906; Clausing Corp., 2-60544; Combustion Equip-ment Associates Inc., 2-60953; Enserch Corp., 2-60949; The First Trust of Insured Municipal Bonds, Series 32, 2-60816; Huffy Corp., 2-60973; Poe & Associates, Inc., 2-61019; Texas Gas Transmission Corp., 2-61036.

NOTE TO DEALRS. 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 the other issuers, there may be no such requirement to use a prospectus, or 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 CPR 230.174) thereunder.

NEWS DIGEST, April 14, 1978 3

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