SECURITIES AND EXCHANGE COMMISSION ~I;W~ … FILES FOR SECONDARY. The Gorman-Rupp Company, 305...

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~~ r-------~~-~......,..",..~~---------------------~-~---~ SECURITIES AND EXCHANGE COMMISSION ~I;W~ rn>U@I;~~ A brief summary of financial pfOPOsals filed with and actions by the S.E.C. ( In ordering f,,11 text of R.lea ••• from SEC Publications Unit cite number) (Issue No. 69-29) FOR RELEASE __ F_eb_r_u_a...;ry:...-l_2:;.... _ _1_96_9 NORRIS OlL PROGRAM PROPOSES OFFERING. 1969 Norris 011 Exploration Program ("the partnership"). 1068 E. Main St., Ventura, calif. 93001, filed a registration statement (File 2-31646) with the SEC on February 6 seeking registration of $1,500.000 of limited partnership interests, to be offered for public sale in $5.000 units. The partnership will pay up to 6~ commission to NASD members or to selected employees of its general partner licensed as agents who assist in soliciting sale of the units. The partnership will engage primarily in the exploration for and production of oil and gas. Net proceeds of this offering will be used primarily in the acquisition, exploration and drilling of unproven properties. Norris 011 Co. is the sole general partner. Edward J. Carr is president of the general partner. BLACK WATCH FARMS PROPOSES OFFERING. Black Watch Farms, Inc., Fishkill Plains, Wappingers Falls. N. Y. 12590, filed a registration statement (File 2-31647) with the SEC on February 6 seeking registration of investment contracts pertaining to 50 managed breeding herds of Aberdeen Angus cattle, to be offered for public sale at $100,000 per herd (less a 9~ discount for cash; independent sales representatives of the company will receive a 7~~ commission). Each herd is to consist of 36 female animals and a 1/3 interest in 8 breeding bull. The company, through ownership of all limited partnership interests in Black Watch Farms, buys, breeds, raises, sells and maintains registered purebred Aberdeen Angus cattle both fo~ its own account and for the account of persons to whom it sells herds. Each purchaser of a herd is required to enter into a maintenance contract, cancellable by the herd owner on 30 days' notice, under which the company feeds. cares for and breeds the animals in the herd. H. L. Meckler is board chairman and R. L. Burns president. GORMAN-RUPP FILES FOR SECONDARY. The Gorman-Rupp Company, 305 Bowman St •• Mansfield. Ohio 44902, flIed a registration statement (File 2-31648) with the SEC on February 6 seeking registration of 100,000 shares of outstanding common stock, to be offered for public sale by the present holders thereof. The offering is to be made through underwriters headed by Goldman, Sachs & Co., 55 Broad St., New York, N. Y. 10004; the offering price ($28 per share maximum*) and underwriting terms are to be supplied by amendment. The company is engaged in the design, development. production and sale of large capacity pump products. small pump and valve assemblies and thermal control devices. It has outstanding 1.133,938 common shares. of which J. C. Gorman. board chairman emeritus, owns I6.6~. management officials as a group 44.l~, and the Gorman and Rupp families (H. E. Rupp, also board chairman emeritus) 66.9~. H. E. Rupp II, a director, and Warren E. Rupp propose to sell 50,000 shares each of 80,253 and 68.385 shares held. respectively. MANOR CARE FILES FOR OFFERING. Manor Care, Inc., 11315 Lockwood Dr., Silver Spring, Md. 20904, filed a registration statement (File 2-31649) with the SEC seeking registration of 350.000 shares of common stock. to be offered for public sale through underwriters headed by Johnston, Lemon & Co., 900 Southern Bldg., Washington, D. C. The offering price ($12 per share maximum*) and underwriting terms are to be supplied by amendment. The company has agreed to sell to Johnston, Lemon and/or its partners 30.000 common shares. Also included in this registration statement are 42,596 outstanding common shares. which may be offered for sale by the present holders thereof. The company was organized under Delaware law in October 1968 to acquire in exchange for its stock all the outstanding capital stock of a number of companies in the nursing home bUSiness, and certain land on which nursing homes are planned to be constructed. It presentlY owns and operates eight nursing homes-- four in Maryland. one each in New Jersey, North Carolina. Virginia and Texas, containing an aggregate of 1,073 licensed beds. One of the acquired companies is engaged in the reconstruction of sewer linings and the rehabilitation of deteriorated concrete structures. Of the net proceeds of its sale of additional stock, $438,000 will be applied to pay bank indebtedness, $315,148 to pay second mortgage debt, a land purchase mortgage. equipment purchase contracts and sundry indebtednes, and $258,309 to repay the balance of certain loans; the balance will be added to the company's working capital and used for general corporate purposes, including development and construction of new nursing homes on land owned by the company and additions to a number of its present nursing homes. and the possible acquisition of new nursing homes or construction of new homes on land acquired. In addition to indebtedness. the company has outstanding 1.000.000 common shares (with a 36¢ per share book value), of which Stewart Bainum, board chairman, owns 45.37~. Wallace E. Johnson 23.S4~ and management officials as a group 52.67~. Robert and Charmaine Bainum propose to sell 5,775 shares of 28.9.78 shares held, Ronald and Lois Senseman 10.343 of 51,721 and five others the remaining shares being registered. Upon completion of this offering. the present shareholders will own 7l~ of the then outstanding common shares. for which they contributed $361,503, and the purchasers of the shares being registered will own 24.8t, for which they will have paid $5.431.152*. NOltTHWEST INDUSTRIES nLES EXCHANGE OFFER. Northwest Industries, Inc •• 400 West Madison St., Chicago. tIl. 60606. filed a registration statement (File 2-31651) with the SEC on February 6 seeking registration of $703,318,200 of 7\~ subordinated debentures due 1994, 8,438.619 shares of common stock. and 6,328.965 common stock purchase warrants. Subject to approval of its stockholders, the company proposes to offer these securities in exchange for the outstanding common stock of The B. F. Goodrich Company on the basis of a OVER

Transcript of SECURITIES AND EXCHANGE COMMISSION ~I;W~ … FILES FOR SECONDARY. The Gorman-Rupp Company, 305...

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SECURITIES AND EXCHANGE COMMISSION

~IW~ rngtUI~~ A brief summary of financial pfOPOsals filed with and actions by the SEC

( In ordering f11 text of Rlea bullbullbull from SEC Publications Unit cite number)

(Issue No 69-29) FOR RELEASE __ F_eb_r_u_ary-l_2__1_96_9

NORRIS OlL PROGRAM PROPOSES OFFERING 1969 Norris 011 Exploration Program (the partnership) 1068 E Main St Ventura calif 93001 filed a registration statement (File 2-31646) with the SEC on February 6seeking registration of $1500000 of limited partnership interests to be offered for public sale in $5000units The partnership will pay up to 6~ commission to NASD members or to selected employees of its generalpartner licensed as agents who assist in soliciting sale of the units The partnership will engage primarilyin the exploration for and production of oil and gas Net proceeds of this offering will be used primarilyin the acquisition exploration and drilling of unproven properties Norris 011 Co is the sole generalpartner Edward J Carr is president of the general partner

BLACK WATCH FARMS PROPOSES OFFERING Black Watch Farms Inc Fishkill Plains Wappingers Falls N Y12590 filed a registration statement (File 2-31647) with the SEC on February 6 seeking registration ofinvestment contracts pertaining to 50 managed breeding herds of Aberdeen Angus cattle to be offered forpublic sale at $100000 per herd (less a 9~ discount for cash independent sales representatives of thecompany will receive a 7~~ commission) Each herd is to consist of 36 female animals and a 13 interest in8 breeding bull

The company through ownership of all limited partnership interests in Black Watch Farms buys breedsraises sells and maintains registered purebred Aberdeen Angus cattle both fo~ its own account and for theaccount of persons to whom it sells herds Each purchaser of a herd is required to enter into a maintenancecontract cancellable by the herd owner on 30 days notice under which the company feeds cares for andbreeds the animals in the herd H L Meckler is board chairman and R L Burns president

GORMAN-RUPP FILES FOR SECONDARY The Gorman-Rupp Company 305 Bowman St bullbull Mansfield Ohio 44902 flIeda registration statement (File 2-31648) with the SEC on February 6 seeking registration of 100000 sharesof outstanding common stock to be offered for public sale by the present holders thereof The offering isto be made through underwriters headed by Goldman Sachs amp Co 55 Broad St New York N Y 10004 theoffering price ($28 per share maximum) and underwriting terms are to be supplied by amendment

The company is engaged in the design development production and sale of large capacity pump productssmall pump and valve assemblies and thermal control devices It has outstanding 1133938 common sharesof which J C Gorman board chairman emeritus owns I66~ management officials as a group 44l~ and theGorman and Rupp families (H E Rupp also board chairman emeritus) 669~ H E Rupp II a director andWarren E Rupp propose to sell 50000 shares each of 80253 and 68385 shares held respectively

MANOR CARE FILES FOR OFFERING Manor Care Inc 11315 Lockwood Dr Silver Spring Md 20904 fileda registration statement (File 2-31649) with the SEC seeking registration of 350000 shares of common stockto be offered for public sale through underwriters headed by Johnston Lemon amp Co 900 Southern BldgWashington D C The offering price ($12 per share maximum) and underwriting terms are to be supplied byamendment The company has agreed to sell to Johnston Lemon andor its partners 30000 common sharesAlso included in this registration statement are 42596 outstanding common shares which may be offered forsale by the present holders thereof

The company was organized under Delaware law in October 1968 to acquire in exchange for its stock allthe outstanding capital stock of a number of companies in the nursing home bUSiness and certain land onwhich nursing homes are planned to be constructed It presentlY owns and operates eight nursing homes--four in Maryland one each in New Jersey North Carolina Virginia and Texas containing an aggregate of1073 licensed beds One of the acquired companies is engaged in the reconstruction of sewer linings andthe rehabilitation of deteriorated concrete structures Of the net proceeds of its sale of additional stock$438000 will be applied to pay bank indebtedness $315148 to pay second mortgage debt a land purchasemortgage equipment purchase contracts and sundry indebtednes and $258309 to repay the balance of certainloans the balance will be added to the companys working capital and used for general corporate purposesincluding development and construction of new nursing homes on land owned by the company and additions toa number of its present nursing homes and the possible acquisition of new nursing homes or construction ofnew homes on land acquired In addition to indebtedness the company has outstanding 1000000 common shares(with a 36cent per share book value) of which Stewart Bainum board chairman owns 4537~ Wallace E Johnson23S4~ and management officials as a group 5267~ Robert and Charmaine Bainum propose to sell 5775 sharesof 28978 shares held Ronald and Lois Senseman 10343 of 51721 and five others the remaining shares beingregistered Upon completion of this offering the present shareholders will own 7l~ of the then outstandingcommon shares for which they contributed $361503 and the purchasers of the shares being registered willown 248t for which they will have paid $5431152

NOltTHWEST INDUSTRIES nLES EXCHANGE OFFER Northwest Industries Inc bullbull 400 West Madison St ChicagotIl 60606 filed a registration statement (File 2-31651) with the SEC on February 6 seeking registration of$703318200 of 7~ subordinated debentures due 1994 8438619 shares of common stock and 6328965 commonstock purchase warrants Subject to approval of its stockholders the company proposes to offer thesesecurities in exchange for the outstanding common stock of The B F Goodrich Company on the basis of a

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$59 a e b e ~ t u r a ld5th QB a sha re of cornon s tock snd i5100ehs of si warrea t ( exe rc i s ab l e at $150 per share and payable e t t h e r i n cash o r p r i n c i p a l amount of debentures) a s a r e s u l t of a th ree- for -one s tock s p l i t t o become e f f e c t i v e p r i o r t o t he e f f e c t i v e da re of t h e exchange t h e amount of common sha re s w i l l be increased t o 35th8 of one sha re and t h e amount of warrants t o 45100ths of a warrant e x e r c i s a b l e a t $4667 pe r share Loztrd Prsre8 h Co 64 Wall S t New York 10005 w i l l manage a group of s o l i c i t i n g dea l e r s

Porthwaet Sndur t r i e s a s a hold ing company is t h e co rpo ra t e pa ren t of a number of s u b s i d i a r i e s engaged i n a v a r i e t y of harainma a c t i v i t i e s I t hopes a s a r e s u l t o f t h e exchange o f f e r t o a c q u i r e e f f e c t i v e cont ro l 3f B P Goodrich and thus be enabled t o e n t e r i n t o a number of new bus iness a c t i v i t i e s It now Owns 700000 sha re s (about 5n of t h e outs tanding s tock of B F Goodrich The l a t t e r s board chairman has expressed h i s opos l t i on t o t h e exchange o f f e r

BATH INDUSTRIES FILES FOR SECONDARY Bath I n d u s t r i e s Inc 2100 Mayfair Rd Milwaukee Wisc 53226 f i l e d a r e g i s t r a t i o n statement ( F i l e 2-31652) wi th t h e SEC on February 6 seeking r e g i s t r a t i o n of $12218000 of 74 subordinated debentures (due 1963) and warrants t o purchase 244360 s h a r e s of common s tock I n 1968 b t h i ssued t h e s e s e c u r i t i e s i n exchange f o r $3500000 cash and 290600 sha re s of Congoleum-Nairn Inc stock t he se s e c u r i t i e s were s a l d i n p r i v a t e t r a n s a c t i o n s on t h e b a s i s of $30 of debentures and a warrant t o purchase 610 of a sha re of Bath c m o n f o r e i t h e r (a) $30 cash o r (b) one sha re of Congoleum-Nairn cormnon Of t he 31 i n s t i t u t i o n a l and o the r ho lde r s of t he se s e c u r i t i e s I n t e r n a t i o n a l U t i l i t i e s Investment owns $3900000 of t he debentures h e William H Donner Foundation Inc and Barind Investment Company Ltd $1500000 t h e True tees of t h e Univers i ty of Pennsylvania $1170000 and Norton Penturn $1000000 Hambros Investment Prust Ltd London owno 6150C of t he warrants and Donnor Foundation-Earind Investment 30000

CHADWICX-MILLER FILES FOR SECONDARY Chadwick-Miller Inc 693 Dudley St Boston Mass 02125 f i l e d e r e g i s t r a t i o n statement ( F i l e 2-31654) with t he SEC on February 6 seeking r e g i s t r a t i o n of 175000 outstanding sha re s of c m o n s tock t o be o f f e r ed f o r publ ic s a l e by t h e present ho lde r s thereof through underwr i te rs headed by Shie lds amp Company Inc 44 Wall S t New York 10005 The o f f e r i n g p r i c e ($26 p e r shore maximum) and underwrit ing terms a r e t o be suppl ied by amendment

The company i s engaged i n t h e marketing and d i s t r i b u t i o n of over 700 low cos t a r t i c l e s gene ra l l y c l a s s i f i e d a s s t a t i o n e r y and not ion i tems g i f twa re s and housewares In a d d i t i o n t o indebtedness i t has outs tanding 1000000 common sha re s of which Oscar Mi l l e r p r e s iden t and Maurice Mi l l e r execut ive v i c e p r e s iden t own 278500 sha re s each They propose t o s e l l 70000 each and George A Guild a d i r e c t o r proposes t o s e l l 35000 of h i s ho ld ings of 139400 sha re s

W J A C DATA FILES FOR OFFERING AND SECONDARY Madjac Data Company Inc 74-0937th Ave Jackson Hts 11372 f i l e d a r e g i s t z a t i o n statement ( F i l e 2-31656) with t h e SEC on February 6 seeking r e g i s t r a t i o n of

000 shares of c m o n s tock of which 230000 a r e t o be o f f e r e d f o r p u b l i c s a l e by t h e company and 10000 (being outs tanding sha re s ) by t h e p r e sen t ho lde r t he r eo f The o f f e r i n g i s t o be made a t $2 per share through Hopp amp Co 160 Wain Ave Passa ic N J which w i l l r e ce ive a 2 0 ~ per s h a r e commission p lu s $20000 f o r

expenses The company has agreed t o s e l l t h e underwr i te r f o r $240 s i x -yea r warrants fo r t h e purchase of 24000 sha re s exe rc i s ab l e a f t e r one year a t $125 pe r share An a d d i t i o n a l 3500 warrants a r e t o be so ld to Sidney I Bruckman f o r $35 f o r h i s s e r v i c e s a s a f i n d e r t he se warrants w i l l be e x e r c i s a b l e a f t e r one year a t $220 per share

The company ope ra t e s a da t a process ing s e r v i c e c e n t e r engaging s o l e l y i n reproducing da t a by key punching informat ion onto ca rds and v e r i f y i n g t h e accuracy of such cards f o r use i n d a t a process ing equipment Organ- i z ed i n November 1967 i t had no a s s e t s and conducted no bus iness u n t i l January 1969 when i t acqui red a l l o f t h e a s s e t s and assumed a l l t he l i a b i l i t i e s of Madjac Data Company i t s predecessor Of t he ne t proceeds of i t s s tock s a l e $70000 w i l l be used t o pay t h e c o s t s of l e a s i n g equipment t h e ba lance w i l l be used for o t h e r co rpo ra t e purposes inc luding working c a p i t a l The company now has ou t s t and ing 417500 c m o n shares (with an 6~ per s h a r e ne t worth) of which J acque l ine Sher p r e s i d e n t owns 90 She proposes t o s e l l 10000 of he r holdings of 378i25 shares Purchasers of t h e 240000 sha re s being r e g i s t e r e d w i l l a cqu i r e a 37 s tock i n t e r e s t i n t h e company f o r an investment of $480000 present s t ockho lde r s w i l l then own 407500 sharea (6321 f o r which they paid approximately 8~ per share

SENTINEL DEVELOPMENT FUND FILES Sen t ine l Development Fund - 1969 600 Madison Ave New York N Y 10022 f i l e d a r e g i s t r a t i o n statement ( F i l e 2-31657) wi th t he SEC on February 6 seeking r e g i s t r a t i o n of 1000 u n i t e of pa r tne r sh ip i n t e r e s t s t o be o f f e r e d f o r pub l i c s a l e a t $10000 per u n i t The Fund was organized by Sent ine l Resources Corporat ion of t h e Madison Avenue address which w i l l s e rve a s manager and genera l pa r tne r The o f f e r i n g of u n i t s is t o be made by Pressman Frohl ich amp Fros t I nc 140 Broadway New York 10005 f o r which i t w i l l r e c e i v e a s e l l i n g commission of 69 The o b j e c t i v e s of t h e Fund w i l l be t o d r i l l we l l s p r i - mar i ly f o r o i l and gas The genera l p a r t n e r w i l l r e ce ive 6 of each u n i t s o l d a s compensation f o r i t s adminis- t r a t i v e management geologica l and engineer ing s e r v i c e s and i t w i l l r e c e i v e a normal o p e r a t o r s f e e f o r s e rv ing a s l e a s e ope ra to r o r f o r provid ing o the r s e r v i c e s which would o therwise be provided by an independent con t r ac to r Edward M B ig ler i s board chairman and Eddie J Hudson p r e s i d e n t of t h e genera l pa r tne r

CHRIS McGUIRE I N C TO SELL STOCK Chris McGuire Inc 408 Bay View Bldg Ft Lauderdale Fla 33304 f i l e d a r e g i s t r a t i o n statement ( F i l e 2-31658) with t h e SEC on February 6 seeking r e g i s t r a t i o n of 200000 sha re s o f common s tock The sha re s a r e t o be o f f e r e d f o r pub l i c s a l e by unde rwr i t e r s headed by P i e r ce Wulhern rphey I nc 11 East Forsyth S t J acksonv i l l e Fla 32202 t h e o f f e r i n g p r i c e ($10 per sha re maximum) and underwr i t ing terms a r e t o be suppl ied by amendment The company has s o l d 29600 sha re s t o t h e P i e r ce f i rm and an a d d i t i o n a l 7593 sha re s t o two of i t s o f f i c e r s f o r $250 per sha re

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SIC NEWS DIGEST RBllUAllY 12 1969 PAGE 3

Tbe company wa organized in Auguat 1968 to operate and to grant franchiss to other to operate full service restaurallta (aach to beealled Chris Mc~ires Pub) limited menu fast-service restaurant (each to be called Chria McGuires) and limited menu fast-service Chris Mc~ire Sandwich Shoppes It has one Pub in operation and plans to open three additional Pubs six (hris Mc~ires and three Sandwich Shoppesduring 1969 Of the net proceeds of its stock sale $1050000 will be used for the construction interior decoration equipment and initial operating expenses of the three additional Pub (one each in Miami Palm Beach Gardena and Fort Lauderdale) $600000 to construct furnish and equip and provide initial operatingexpense for six Chris Mc~ires restaurants $75000 to convert leased premises purchase equipment and provide initial operating expenses for three Sandwich Shoppes to be located in office buildings $100000to develop the franchise programs $200000 to convert space on the Queen Elizabeth I for the operation of a Pub and the balance for other corporate purposes The company now has outstanding 486552 common shares (with a $115 per share book value) of which board chairman Robert H Spain owns 295560 shares Purchasers of the shares being registered will acquire a 2917 stock interest in the company for an investment of ~2000OOO present stockholders will then awn 7097 for which they paid $1216380 or $250 per share

TECO MANUALS TO SELL STOCK Teco Industrial Manuals Inc 260 Newtown Rd Plainview N Y filed a registration statement (File 2-31659) with the SEC on February 6 seeking registration of 120000 shares of common stock to be offered for public sale at $5 per share No underwriting is involved participating NASD members will receive a 107 selling commission

The company writes illustrates types andor produces a wide variety of technical data as an engineeringservice to industry and to government agencies including the Department of Defense Of the net proceeds of its stock sale some $206000 will be used for the payment of indebtedness and the balance for other corpor-ate purposes including working capital The company now has outstanding 336000 common shares (with a 9cent per share book value) of which management officials as a group own 287 Eli Cohen is president and board chairman During 1968 the company sold 192000 shares to a group of 18 investors (including persons associated with the New York brokerage firm of Alessandrini amp Co Inc) for $100000 or about 52cent pershare and more recently it sold 96000 sharesat the same price to six investors (including certain companyofficiala) Purchasers of the shares being registered will scquire a 267 stock interest for an investment of $600000 the two groups of investors will then own 63 for an investment of $150000

GL ENTERPRISES FILES EXCHANGE OFFER GL Enterprises Inc 1845 North Farwell Ave Milwaukee Wise 53202 filed a registration statement (File 2-31660) with the SEC on February 7 seeking registration of 1809678 shares of common stock It is proposed to offer this stock in exchange for outstanding common shares of General Life Insurance Corporation of Wisconsin on a share-for-share basis

GL Enterprises was organized by General Life The management officials of the two companies who are identical have recommended that General Life shareholders accept the exchange offer and they have indicated that they intend to exchange their holdings of General Life stock The intended purpose of the exchangeoffer is to permit GL Enterprises which will become the parent of General Life to engage in a program of diversification not permitted to General Life because of insurance statutory and regulatory limitations on its activities General Life has outstanding 1766307 common shares of which management officials own 697 Wallace C Berg is board chairman

OPPENHEIMER FUND FILES Oppenheimer AIM Fund Inc 5 Hanover Square New York 10004 filed a registration statement (File 2-31661) with the SEC on February 7 seeking registration of 5000000 shares of capital stock The shares are to be offered for public sale at $10 per share with an 85cent per share commission to the underwriters headed by Dominick amp Dominick Inc 14 Wall St N Y 10005 The Fund is now a closed-end investment company but will become an open-end investment company with redeemable shares after the consummation of this offering The Funds investment adviser and general distributor is Oppenheimer Management Corporation 20 Exchange Place New York 10005 approximately 82 of whose stock is owned byOppenheimer amp Co Leon Levy is president of the Fund

CONSOLIDATED REFINING SHARES IN REGISTRATION Consolidated Refining Co Inc 115 Hoyt Ave Mamaroneck N Y 10543 filed a registration statement (File 2-31662) with the SEC on February 7 seeking registration of 7590 shares of common stock In connection with the offering on January 22 of 510000 common shares the underwriters over-allotted 15700 shares which were covered by the underwriters to the extent of 8110 shares through open market purchases between January 23 and 31 the underwriters had a remaining short position of 7590 shares Two of the selling stockholders who participated in the offeringhave agreed to sell the underwriters the additional 7590 shares at $20 per share solely for delivery by the underwriters to cover their remaining short position

SurRO MfGE INVESTMENT PROPOSES OFFERING Sutro Mortgage Investment Trust 4900 Wilshire Blvd ~ Angeles Calif 90005 filed a registration statement (File 2-31663) with the SEC on February 7 seekingregistration of 1250000 shares of beneficial interest in the Trust to be offered for public aale throughunderwritera headed by Mitchum Jones amp Templeton Inc 510 So Spring St Los Angeles Calif 90013 The offering price ($1750 per share maximum) and underwriting terms are to be supplied by amendment

The Trust invests primarily in first mortgages about 97 of the Trusts present investment portfolioconsists of long-term conventional first mortgages and first mortgages insured by the Federal Housing Authorit~ (FHA) or guaranteed by the Veterans Administration (VA) Net proceeds of this financing will be invested principally in FHA insured VA guaranteed and conventional first mortgage loana Robert Sutro is chairman of the board of trustees The Trust is assisted in its operations by Ralph C Sutro Co

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SIC tllWSDIGlsr rnllUAIlY 12 1969 Paae 4

PIlICISIOR TECHNOLOGY TO SILL srOCK Preciion Technology Inc 4675 S Pecos St EUllewood Colofiled a reiatratlon atateeut (rile 2-3l664) with the SEC on February 5 seekina registration of 125000 aharea of c~n atock to be offered for public sale through Parsona amp Cobullbull Inc bullbull 815 Superior Ave Cleveland Ohio 44114 The offerinl price ($6 per share 1laX1mum) end underwrit1na tenu are to be aupplied by od at The Parons fira ha purchased for $100 five-year warrants for the purchase of 10000 share exerciaab1e after one year at $720 per share

Oraanized in May 1968 the capany caaenced its operations in October 1968 it is engaged in the design and nufacture of printed circuit boards for use in commercial coaputers Ret proceeds of its stock sale are to be ued for expansion and acquisitions retireent of indebtedness research and development advertising and promotion and working capital The company now has outstanding 75000 caaon hares (witha 93cent per hare book value) of which 72000 are owned by Markon Manufacturing Co Inc Edward I Parsons Jr priDcipal of the underwriter 11 a director of the capany and an officer and principal stockholder of Markon Purchaers of the shares being registered will acquire a 6251 stock interet in the coapany for an invetnt of $750000 present tcckho1ders will then own 3751 for which they have paid $100000 or an average of $133 per share

PRKSIDERTS-FIRsr LADY SPA FILES FOR OFFERING AND SECONDARY Preidents-First Lady Spa Inc bullbull 3815 Montroae Blvd Houston Tex 77006 filed a registration statement (File 2-31666) with the SEC on February 7 seeking registration of 350000 shares ofcommon stock of which 200000 are to be offered for public ale by the company and 150000 (b~ing outstanding shares) by the present holder thereof The offe~-ing i to be de through underwriters headed by C E Unterberg Towbin Co 61 Broadway New York 10006the offering price ($15 per share aximum) and underwriting terma are to be supplied by amendment

The company operates health clubs or spas which offer to the public~both men and women facilities for maintaining physical fitness for lOSing or gaining weight and for body contour the business was developed principally by Richard L Minns president through corporations of which he was the principal stockholder and was acquired recently through an exchange of company stock Of the net proceeds of its sale of additional tock $1750000 will be used by the company for the construction of leasehold tprove-ments for three new spas in Houston Dallas and St Louis the acquisition of three parcel of land in St Louis and the construction of two health club buildings thereon and opening expenses for all five new spas the re ining proceeds will be used for general corporate purposes The company now has outstanding800000 common hares of which Minns and trut for his children own 951 Minns proposes to sell 150000of his holding of 712000 shares

HADRON TO SELL srOCK Hadron Inc 300 Sh Drive Westbury N Y 11590 filed a registrationstatement (File 2-31667) with the SEC on February 7 seeking registration of 275000 shares of common stockto be offered for public sale at $11 per share The offering is to be made thrOugh underwriter headed byG A Saxton amp Co Inc 52 Wall St New York 10005 which will receive a $110 per share commission The Saxton firm will receive a five-year option to purchase 15000 shares exercisable after one year at $12 per share

The company is a cientific research development and manufacturing organization whose principal area of activity i in the laser field Of the net proceeds of its stock sale $1075000 will be used for the etablibent of specialized facility centers for ue in conjunction with laser products $850000 for re-earch and development of lasers and laser systes and $450000 for the development of new laser applica-tion and instrumentation in the biomedical field The company now has outstanding 526522 common sharesof which anagement officials and the Saxton group own 9771 S Donald Stas president and Leonard R Solon vice president own 125000 shares each acquired by them as founders of the company for 2-23cent per ahare (a third founder acquired 62500 shares at the same price) The remaining outstanding shsres were issued for an average price of $198 per share Upon the sale of the shares being registered they will own 6141 of the then outstanding stock purchasers of such shares will own 3721 for an investment of $3025000

BETHLEHEM STEEL TO SELL DEBENTURES Bethlehem Steel Corperation 701 East Third St Bethlehe Pa 18016 filed a regiatration statement (File 2-31668) with the SEC on February 7 eeking registration of $100000000 of debentures due 1999 to be offered for public sale through underwriters headed by Kuhn Loeb amp Co 40 Wall St and smith Barney amp Co Inc 20 Broad St both of New York 10005 The interest rateoffering price and underwriting terms are to be supplied by amendment A major steel producer the companywill ue the funds for general corporate purposes including property additions and taprovements During the five year 1964-68 the company spent about $19 billion for property additions and improvements includinginvet nta in 50t or less owned enterpries during the three years 1969-71 it expects to spend about $12 billion for stailar purposes Edmund F Martin is board chairman and chief executive officer and Stewart S Corl i president

BUXTONS SHOPS TO SELL STOCK Buxtons Country Shops Jamesburg N J 08831 filed a registrationstat nt (Pile 2-31669) with the SEC on February 7 seeking registration of 180000 shares of common stockto be offered for public sale at $5 per share The offering is to be made on a best efforts all or none baais by Grt amp Davis Inc 165 Broadway New York 10006 which will receive a elling commision of 40cent per share plua $8000 for expenses The coapany has agreed to issue to the underwriter five-year wsrrants for the purchaae of 15000 caaon shares exercisable after one year at $525 per hare

Th coapany operate six restaurants and has another under franchise all in New Jersey Tbe net pro-ceeds of its stock ale will be used principally for equipping and opening new restaurants The coapany now has outtanding 1087500 share of stock (with a 49cent per bare book value) of which Robert L Burton prei-dent and board chairaan owns 21074 and nagement officials as a group 4666 Purchasers of the stock being registered will acquire a 1421 stock interest in the coapany for an investment of $900000 or $5 perahare present atockholders will then own 858 for which they will have paid $504240 in caab or an average cash price of 46cent per ahare

SIC JIIIS DUlsr IDillaRY 12 1969 Pap 5

UIIJLlS lIDS TO SIIJ srocI JUIIIUng Iroa-Barma 6r lailey ecbiDd ShOlla IDc 1250 Collnecticut Ave Wahialtoa D C 20036 flled a regiatration atat nt (Flle 2-31670) with the SIC on February 7 aeeking relltratioa of 346000 aharea of Cooll tock to be offered for public aa1e through uadervritera headed bySutro 6r Co bullbull 460 IIoatloery St Sail Francbco CaUf 94104 The offering prlce ($1750 per ahare 1UlX1aa)and andervriti ter are to be aupp1ied by ndent

The c ay 18 eqqed in the budllea of entertaining childrell of all qe through the ataging of circaa perforampacea ia varioa citia throughout the United State a and Canada Of the net proceda of it stock a1 $2400000 vill be ued to retire bank indebtedness a portion of the ba1allce to retire all or part of the capanya 7t aubordinated notea and any raailling proceeds for working capital The capanynOW haa outtandill8 1560000 caon shares (vith a $111 per ahare book value) and 1554000 atock purchaae_rraIlU loy Hofheinz board chairaall owns 2081 and Irvin Feld president aad larael S Feld executive vice preaidllt 3041 eacb of the outatanding coon stock Hofheinz a Hofheinz ily rvat and a Hofheillamp roundation own the $3500000 71 note to be retired aa well aa the 1554000 warrants (exercisableat $142 per bare)

CltIATIVI POLYMER PROPOSES OFFERING Creative Polyaer Products Corp 40-11 24th St bullbull Long Ialand City~ 11101 filed a regitration stataent (File 2-31671) with the SEC on February 7 seeking registration of 165000 aharea of caon atock to be offered for public sale at $5 per share The offering is to be sade on a beat efforta all or none basis through Service Securities Inc 105 Madiaon Ave bullbull lIew York which will receive a 50cent per share coaisaion plus $7500 for expenses The capany has agreed to sell the under-writer for $165 five-year warrants to purchaae 16500 c n shares exerciaable initially (after one year)at $550 per share it haa alao agreed to pay $5000 to Charlea Abrama amp Co Inc for its services as a finder

The coapany was organized uDder Delaware law in November 1968 to exploit a process called the Polyseri-zatioD displacement casting process for casting of plastic articles developed by Richard Posner its presi-dent and principal stockholder It proposes to engage in the businesa of developing and conatructing an autoatic machine for the eaployment of the process and thereafter to produce a diversified line of plaaticproducts through the use of both autaatic and manual production facilities Of the net proceeds of its stock aale $290000 will be used for the purchase and installation of equipment $104250 for initial production coats and $75000 for reaearch and development the balance vill be used for working capitalThe coapany has outstandina 580000 co-on shares (with a lcent per share net tangible book value of which Richard Poaner president owns 9351 Upon coapletion of this offering 80t of the then outstanding stock will be owned by the present stockholdera repreaenting an investment of $7500 or lcent per ahare by the preaent stockholdera and their predeceasors and 20t will be owned by the purchaers of the shares beingregistered who will have paid $825000 therefor or $5 per share

DATA RESEARCH TO SELL STOCK Data Reaearch Corporation 2601 East Oakland Park Blvd Ft Lauderdale Fla 33306 filed a regiatration stateent (File 2-31672) with the SEC on February 7 seeking regiatration of 330000 aharea of c-on atock to be offered for public aale at $3 per share The offering is to be -de through Charles Plohn amp Co 200 Park Ave New York 10017 which will receive a 30-l2cent per share caaisaion plua $15500 for expenaes Upon capletion of this offering the company has agreed to sell the underwriter 33000 ahares at 10cent per ahare non-transferable for two years

The coapany WaS organized under Florida law in Auauat 1967 for the purpose of engaging in the business of the nufacture and sale of digital instruentation aud direct digital control syste consisting of special purpose computers and related peripheral electronic equipment Of the net proceeds of its stock ale $225000 will be ued for the deaign and fabrication of the copany instruent line $240000 for the deSign and fabrication of a special purpose control computer and $150000 for rketing advertisingsalea and prootion the balance w11l be added to working capital and used for geDeral corporate purposesincludina research and developent The coapany has outstanding 366966 c n shares (with a l7cent per share net tangible book value) of which Abrab Levine preident owns 49031 Virginia Greene LeviDe 14141 and nagement officials as a group 61741 Upon coapletion of this qffering the purchasers of the 330000shares beiDi regiatered will own 451 of the outstanding stock for which they will have contributed $990000the ownera of the presently outstanding camon shares will own 5031 of the then outstanding caon stockfor which they contributed $95193 and the underwriter will own 451 for which it will bave paid $3300

PRUDBlITOIL 6r GAS PROPOSES OFERIIIG 1969 Prudent Resources OU and Gaa Progr_ (Partnership)10 last 40th St Rew York 10016 filed a registration atateent (File 2-31673) with the SIC on Fe~ruary 7 eeking realatratlon of $25000000 of ltalted partnerhip interesta to be offered for publiC aale at $5000 per unit Tbe offering vi1l be -de througb trustees of Prudent Resources Trust (Prudent -- the general partner) who vill receive no cap8lU1ation and through Leacler Securities eopany Inc which will receive a 61 allilll e tasion lruce Gene Leader laq bullbull son of I Theodore Leader Managing Trustee of Prwdent h a 451 interest in Le8der Securities The partnership will engage prtaarily in the acquiaitionof oil and gaa properties and the drilling and operation of oil aad gas wella Net proceed a of ita aale of partnership interests will be uaed in the drilling of developental and exploratory wells and y alao be used to acquire producing oil and gas properties in the United States and Canada

BID ADVISIB FORMS AMERDID The SIC today announced the adoption of revisiona of its Fora 80 the brokermiddot dealer regiatration fora under the Securities Exchange Act (Release 34-8523) As -nded Item 12 of Fora BD will require the coapletion of Schedule A as to officera directors persona with atailar statua or functions and auy otber peraon who owna one (1) percent or ore of the authorized ahares of aay cl a of equitysecurity of the applicant or regiatrant Ite 17 aa - ed will require the capletion of a Schedule D only for offleera directors peraons with sbailar atatva or functions and any other person who owalten (10)percet or are of any c1 s of equity aecurity of the applicant or registrat

A st-tlar nd nt to Por ADV the inveatent adviaer registration for a1ao baa been adopted(Rele e U-244) OVER

SIC WS DlClft IInUARY 12 1969 6

USCO UP DlJoAWAaB aBVODD TbeSIC today D1lOU1lCed th 1aslUlDCe of AD order Ullder the Securitie Ixche e Act ( 1 34-8522) roklag (with rbullbull p cODHDt) the brobr-dalr reaiatrat10D of c of Delaware IDe (resutrnt) of Raw York City 1 aD injuDetive action brot by the C-1asioll ampampaiaat rsiatrDt the eo1aaion a1lged that it had d in conduct io1tive of the resiatrtion Qdnti-fraud proviaiona of the ederl aecuritiea l a in the offer a1e aDd delivery after ale of aecuritieineludina participations in real etate in Iarael iaaued by Reaaco Rurl Suburban Settle nt eapaay L1alted bullbull c-oa neck or Ordinary har bullbull of laalco (Real latate Iaveataent COIBpaay) Ltd GUS - baco Ltd and asco Plantati Ltd Without adaittiDg or dnyiag the al1egtion bullbull registrnt coneented to th isueDce of bull court order of peraanent injunction

Upon th b bullbull i tbereof the eoi bullbull ion intitutd adainitrtive proceding to deteraine whetber redt~ action 1a pproprite in the public intr t legiBtrant uHiitted an offer of settle-nt in which it bullbull ied DOtica aDd opportunity for hering and consented to the revoction of it broker-deler reg1atratioD

TIXAS UlARIUMSUSPIRSIOR CORTlRUED The SEC h bullbullbull upended over-the-counter trding in the c-on stock of Tex bullbull Uranium Corportion for the further ten-dy period February 13-22 1969 incluive

DeVlDS CORSOLtDATED MlRIRG OfHEllSElUOIRED On Fbrury 6 the U S DiBtrict Court in Peoria Ill eDtered n ordr of peraanent injunction by default enjoining DeVeer Conolidted Mining Corportion SAtogether with 11 other corporte defendnts nd Michel Meyer Ruh along with 8 other individual defendntafro further violting the regitratloD nd nti-frud proviion of the Federl ecuritie law in the sle of ecuritie of the corporte defendnt located in Pn N bullbullbullbull u Bh and Genev SWitzerlnd Four individual prviouly had conaented to n injunction but without admitting or denying the allegations of the Coai bullbull ion coaplaint Rush 1 bullbull ws enjoined fro utilizing the fcilitis of two of the corportedfendant or tht of the Bssex Bank amp Trut Coapny Ltd of Geneva in olicting U 5 invetor to paylleedly-due U S Iaterest Equaliztion Tax and in this connection the U S IterDl IeveDue Service hs dvised tht ny uch tax pywent would be pyble only to the IIS unle bullbull aade to n uthorized

0 prticipting fira under Section 4918 of the Internal Revenue Code The C~i bullbull ions action wbullbull di ised

as to one corporte and eight defendnt bullbull none of wh could be located for ervice of proce bullbullbull (Rel LR-4228)

~ PLARS FILED The following hve filed Porm 5-8 rgitration tteaent with the SEC sekingrgistration of securities to be offered under employee tock option and relted plns

Geoscience Inatruents Corportion Mount Vernon R Y 10053 (File 2-31650) - 48000 hre Chelaa Indutrie Inc Chele Ma bullbull 01250 (File 2-31655) - 100000 hares SWift amp Copny Chicgo Ill 60604 (File 2-31677) - 800000 shres and 5000 participtions

(File 2-31678)- 6000 hare bullbull nd 300 prticiptions(File 2-31679) - 90000 hares and 3000 participtions(Pile 2-31680) - 5000 hares and 500 prticipation

TRADDIG IR MILL FACTOllS SUSPBIIDED The SEC today announced that it has supended exchnge nd over-the-counter trading in the c-on stock of Mill Fctors Corportion of New York City for the period Februry 121969 (caencing t 1130 AM) through Fbrury 21 1969

In lat Dece~r 1968 the capny nnounced that it had uncovered 10 in ita eoercial FiaancingDiviSion hich would wipe out the bullbull rning previously reported by the c pay during the yer nd tht sowe deficit in earning would reult On Jaaury 8 1969 the ~ricn Stock Exchnae hlted trading in the cRapay c-on tock pending clarifiction of thb _tter The Exchnge haa adviaed the eo-iBion tht the capaay i DOW unable to furnish ufficient inforaation on the extent of uch lose bullbull nd it effect on the copany financil ttu to permit reuaption of exchaDge trading In addition the Coaai bullbull ion has been advied tht the information will not be avilable for publication until fter n udit now in progre bullbull haa been copleted

Undr the circuatance bullbull the eoiaion determined to supend trading pending public dis ination of 11 pertinent inforaation

SICUIllTlES ACT RBGI5rIATIORS Effective Februry 11 IostODnd Maine Industrie Inc 2-29531 (40 days) Cn Mannt Corp 2-30705 (90 dy) Contioentl Travel Ltd 2-29985 (90 dy) Kina J Extaded Care Inc bullbull 2-30372 (90 dy) J w May Inc 2-31614 ONena-Corning Fibergls Corp 2-31416Revere Tnni bullbull nd Sports Corp 2-30590 (90 dys) Robinex Interntionl Ltd 2-29880 (90 dys)

MOrE TO DEALERS The period of tte dealera are required to u bullbull the propectu in trading tranactlona i shown bove in parenth bullbull es fter the naae of the lauer

Aa att-ated for purpoe of coputing the registrtion fee

---0000000- --

$59 a e b e ~ t u r a ld5th QB a sha re of cornon s tock snd i5100ehs of si warrea t ( exe rc i s ab l e at $150 per share and payable e t t h e r i n cash o r p r i n c i p a l amount of debentures) a s a r e s u l t of a th ree- for -one s tock s p l i t t o become e f f e c t i v e p r i o r t o t he e f f e c t i v e da re of t h e exchange t h e amount of common sha re s w i l l be increased t o 35th8 of one sha re and t h e amount of warrants t o 45100ths of a warrant e x e r c i s a b l e a t $4667 pe r share Loztrd Prsre8 h Co 64 Wall S t New York 10005 w i l l manage a group of s o l i c i t i n g dea l e r s

Porthwaet Sndur t r i e s a s a hold ing company is t h e co rpo ra t e pa ren t of a number of s u b s i d i a r i e s engaged i n a v a r i e t y of harainma a c t i v i t i e s I t hopes a s a r e s u l t o f t h e exchange o f f e r t o a c q u i r e e f f e c t i v e cont ro l 3f B P Goodrich and thus be enabled t o e n t e r i n t o a number of new bus iness a c t i v i t i e s It now Owns 700000 sha re s (about 5n of t h e outs tanding s tock of B F Goodrich The l a t t e r s board chairman has expressed h i s opos l t i on t o t h e exchange o f f e r

BATH INDUSTRIES FILES FOR SECONDARY Bath I n d u s t r i e s Inc 2100 Mayfair Rd Milwaukee Wisc 53226 f i l e d a r e g i s t r a t i o n statement ( F i l e 2-31652) wi th t h e SEC on February 6 seeking r e g i s t r a t i o n of $12218000 of 74 subordinated debentures (due 1963) and warrants t o purchase 244360 s h a r e s of common s tock I n 1968 b t h i ssued t h e s e s e c u r i t i e s i n exchange f o r $3500000 cash and 290600 sha re s of Congoleum-Nairn Inc stock t he se s e c u r i t i e s were s a l d i n p r i v a t e t r a n s a c t i o n s on t h e b a s i s of $30 of debentures and a warrant t o purchase 610 of a sha re of Bath c m o n f o r e i t h e r (a) $30 cash o r (b) one sha re of Congoleum-Nairn cormnon Of t he 31 i n s t i t u t i o n a l and o the r ho lde r s of t he se s e c u r i t i e s I n t e r n a t i o n a l U t i l i t i e s Investment owns $3900000 of t he debentures h e William H Donner Foundation Inc and Barind Investment Company Ltd $1500000 t h e True tees of t h e Univers i ty of Pennsylvania $1170000 and Norton Penturn $1000000 Hambros Investment Prust Ltd London owno 6150C of t he warrants and Donnor Foundation-Earind Investment 30000

CHADWICX-MILLER FILES FOR SECONDARY Chadwick-Miller Inc 693 Dudley St Boston Mass 02125 f i l e d e r e g i s t r a t i o n statement ( F i l e 2-31654) with t he SEC on February 6 seeking r e g i s t r a t i o n of 175000 outstanding sha re s of c m o n s tock t o be o f f e r ed f o r publ ic s a l e by t h e present ho lde r s thereof through underwr i te rs headed by Shie lds amp Company Inc 44 Wall S t New York 10005 The o f f e r i n g p r i c e ($26 p e r shore maximum) and underwrit ing terms a r e t o be suppl ied by amendment

The company i s engaged i n t h e marketing and d i s t r i b u t i o n of over 700 low cos t a r t i c l e s gene ra l l y c l a s s i f i e d a s s t a t i o n e r y and not ion i tems g i f twa re s and housewares In a d d i t i o n t o indebtedness i t has outs tanding 1000000 common sha re s of which Oscar Mi l l e r p r e s iden t and Maurice Mi l l e r execut ive v i c e p r e s iden t own 278500 sha re s each They propose t o s e l l 70000 each and George A Guild a d i r e c t o r proposes t o s e l l 35000 of h i s ho ld ings of 139400 sha re s

W J A C DATA FILES FOR OFFERING AND SECONDARY Madjac Data Company Inc 74-0937th Ave Jackson Hts 11372 f i l e d a r e g i s t z a t i o n statement ( F i l e 2-31656) with t h e SEC on February 6 seeking r e g i s t r a t i o n of

000 shares of c m o n s tock of which 230000 a r e t o be o f f e r e d f o r p u b l i c s a l e by t h e company and 10000 (being outs tanding sha re s ) by t h e p r e sen t ho lde r t he r eo f The o f f e r i n g i s t o be made a t $2 per share through Hopp amp Co 160 Wain Ave Passa ic N J which w i l l r e ce ive a 2 0 ~ per s h a r e commission p lu s $20000 f o r

expenses The company has agreed t o s e l l t h e underwr i te r f o r $240 s i x -yea r warrants fo r t h e purchase of 24000 sha re s exe rc i s ab l e a f t e r one year a t $125 pe r share An a d d i t i o n a l 3500 warrants a r e t o be so ld to Sidney I Bruckman f o r $35 f o r h i s s e r v i c e s a s a f i n d e r t he se warrants w i l l be e x e r c i s a b l e a f t e r one year a t $220 per share

The company ope ra t e s a da t a process ing s e r v i c e c e n t e r engaging s o l e l y i n reproducing da t a by key punching informat ion onto ca rds and v e r i f y i n g t h e accuracy of such cards f o r use i n d a t a process ing equipment Organ- i z ed i n November 1967 i t had no a s s e t s and conducted no bus iness u n t i l January 1969 when i t acqui red a l l o f t h e a s s e t s and assumed a l l t he l i a b i l i t i e s of Madjac Data Company i t s predecessor Of t he ne t proceeds of i t s s tock s a l e $70000 w i l l be used t o pay t h e c o s t s of l e a s i n g equipment t h e ba lance w i l l be used for o t h e r co rpo ra t e purposes inc luding working c a p i t a l The company now has ou t s t and ing 417500 c m o n shares (with an 6~ per s h a r e ne t worth) of which J acque l ine Sher p r e s i d e n t owns 90 She proposes t o s e l l 10000 of he r holdings of 378i25 shares Purchasers of t h e 240000 sha re s being r e g i s t e r e d w i l l a cqu i r e a 37 s tock i n t e r e s t i n t h e company f o r an investment of $480000 present s t ockho lde r s w i l l then own 407500 sharea (6321 f o r which they paid approximately 8~ per share

SENTINEL DEVELOPMENT FUND FILES Sen t ine l Development Fund - 1969 600 Madison Ave New York N Y 10022 f i l e d a r e g i s t r a t i o n statement ( F i l e 2-31657) wi th t he SEC on February 6 seeking r e g i s t r a t i o n of 1000 u n i t e of pa r tne r sh ip i n t e r e s t s t o be o f f e r e d f o r pub l i c s a l e a t $10000 per u n i t The Fund was organized by Sent ine l Resources Corporat ion of t h e Madison Avenue address which w i l l s e rve a s manager and genera l pa r tne r The o f f e r i n g of u n i t s is t o be made by Pressman Frohl ich amp Fros t I nc 140 Broadway New York 10005 f o r which i t w i l l r e c e i v e a s e l l i n g commission of 69 The o b j e c t i v e s of t h e Fund w i l l be t o d r i l l we l l s p r i - mar i ly f o r o i l and gas The genera l p a r t n e r w i l l r e ce ive 6 of each u n i t s o l d a s compensation f o r i t s adminis- t r a t i v e management geologica l and engineer ing s e r v i c e s and i t w i l l r e c e i v e a normal o p e r a t o r s f e e f o r s e rv ing a s l e a s e ope ra to r o r f o r provid ing o the r s e r v i c e s which would o therwise be provided by an independent con t r ac to r Edward M B ig ler i s board chairman and Eddie J Hudson p r e s i d e n t of t h e genera l pa r tne r

CHRIS McGUIRE I N C TO SELL STOCK Chris McGuire Inc 408 Bay View Bldg Ft Lauderdale Fla 33304 f i l e d a r e g i s t r a t i o n statement ( F i l e 2-31658) with t h e SEC on February 6 seeking r e g i s t r a t i o n of 200000 sha re s o f common s tock The sha re s a r e t o be o f f e r e d f o r pub l i c s a l e by unde rwr i t e r s headed by P i e r ce Wulhern rphey I nc 11 East Forsyth S t J acksonv i l l e Fla 32202 t h e o f f e r i n g p r i c e ($10 per sha re maximum) and underwr i t ing terms a r e t o be suppl ied by amendment The company has s o l d 29600 sha re s t o t h e P i e r ce f i rm and an a d d i t i o n a l 7593 sha re s t o two of i t s o f f i c e r s f o r $250 per sha re

ps

SIC NEWS DIGEST RBllUAllY 12 1969 PAGE 3

Tbe company wa organized in Auguat 1968 to operate and to grant franchiss to other to operate full service restaurallta (aach to beealled Chris Mc~ires Pub) limited menu fast-service restaurant (each to be called Chria McGuires) and limited menu fast-service Chris Mc~ire Sandwich Shoppes It has one Pub in operation and plans to open three additional Pubs six (hris Mc~ires and three Sandwich Shoppesduring 1969 Of the net proceeds of its stock sale $1050000 will be used for the construction interior decoration equipment and initial operating expenses of the three additional Pub (one each in Miami Palm Beach Gardena and Fort Lauderdale) $600000 to construct furnish and equip and provide initial operatingexpense for six Chris Mc~ires restaurants $75000 to convert leased premises purchase equipment and provide initial operating expenses for three Sandwich Shoppes to be located in office buildings $100000to develop the franchise programs $200000 to convert space on the Queen Elizabeth I for the operation of a Pub and the balance for other corporate purposes The company now has outstanding 486552 common shares (with a $115 per share book value) of which board chairman Robert H Spain owns 295560 shares Purchasers of the shares being registered will acquire a 2917 stock interest in the company for an investment of ~2000OOO present stockholders will then awn 7097 for which they paid $1216380 or $250 per share

TECO MANUALS TO SELL STOCK Teco Industrial Manuals Inc 260 Newtown Rd Plainview N Y filed a registration statement (File 2-31659) with the SEC on February 6 seeking registration of 120000 shares of common stock to be offered for public sale at $5 per share No underwriting is involved participating NASD members will receive a 107 selling commission

The company writes illustrates types andor produces a wide variety of technical data as an engineeringservice to industry and to government agencies including the Department of Defense Of the net proceeds of its stock sale some $206000 will be used for the payment of indebtedness and the balance for other corpor-ate purposes including working capital The company now has outstanding 336000 common shares (with a 9cent per share book value) of which management officials as a group own 287 Eli Cohen is president and board chairman During 1968 the company sold 192000 shares to a group of 18 investors (including persons associated with the New York brokerage firm of Alessandrini amp Co Inc) for $100000 or about 52cent pershare and more recently it sold 96000 sharesat the same price to six investors (including certain companyofficiala) Purchasers of the shares being registered will scquire a 267 stock interest for an investment of $600000 the two groups of investors will then own 63 for an investment of $150000

GL ENTERPRISES FILES EXCHANGE OFFER GL Enterprises Inc 1845 North Farwell Ave Milwaukee Wise 53202 filed a registration statement (File 2-31660) with the SEC on February 7 seeking registration of 1809678 shares of common stock It is proposed to offer this stock in exchange for outstanding common shares of General Life Insurance Corporation of Wisconsin on a share-for-share basis

GL Enterprises was organized by General Life The management officials of the two companies who are identical have recommended that General Life shareholders accept the exchange offer and they have indicated that they intend to exchange their holdings of General Life stock The intended purpose of the exchangeoffer is to permit GL Enterprises which will become the parent of General Life to engage in a program of diversification not permitted to General Life because of insurance statutory and regulatory limitations on its activities General Life has outstanding 1766307 common shares of which management officials own 697 Wallace C Berg is board chairman

OPPENHEIMER FUND FILES Oppenheimer AIM Fund Inc 5 Hanover Square New York 10004 filed a registration statement (File 2-31661) with the SEC on February 7 seeking registration of 5000000 shares of capital stock The shares are to be offered for public sale at $10 per share with an 85cent per share commission to the underwriters headed by Dominick amp Dominick Inc 14 Wall St N Y 10005 The Fund is now a closed-end investment company but will become an open-end investment company with redeemable shares after the consummation of this offering The Funds investment adviser and general distributor is Oppenheimer Management Corporation 20 Exchange Place New York 10005 approximately 82 of whose stock is owned byOppenheimer amp Co Leon Levy is president of the Fund

CONSOLIDATED REFINING SHARES IN REGISTRATION Consolidated Refining Co Inc 115 Hoyt Ave Mamaroneck N Y 10543 filed a registration statement (File 2-31662) with the SEC on February 7 seeking registration of 7590 shares of common stock In connection with the offering on January 22 of 510000 common shares the underwriters over-allotted 15700 shares which were covered by the underwriters to the extent of 8110 shares through open market purchases between January 23 and 31 the underwriters had a remaining short position of 7590 shares Two of the selling stockholders who participated in the offeringhave agreed to sell the underwriters the additional 7590 shares at $20 per share solely for delivery by the underwriters to cover their remaining short position

SurRO MfGE INVESTMENT PROPOSES OFFERING Sutro Mortgage Investment Trust 4900 Wilshire Blvd ~ Angeles Calif 90005 filed a registration statement (File 2-31663) with the SEC on February 7 seekingregistration of 1250000 shares of beneficial interest in the Trust to be offered for public aale throughunderwritera headed by Mitchum Jones amp Templeton Inc 510 So Spring St Los Angeles Calif 90013 The offering price ($1750 per share maximum) and underwriting terms are to be supplied by amendment

The Trust invests primarily in first mortgages about 97 of the Trusts present investment portfolioconsists of long-term conventional first mortgages and first mortgages insured by the Federal Housing Authorit~ (FHA) or guaranteed by the Veterans Administration (VA) Net proceeds of this financing will be invested principally in FHA insured VA guaranteed and conventional first mortgage loana Robert Sutro is chairman of the board of trustees The Trust is assisted in its operations by Ralph C Sutro Co

OVER

SIC tllWSDIGlsr rnllUAIlY 12 1969 Paae 4

PIlICISIOR TECHNOLOGY TO SILL srOCK Preciion Technology Inc 4675 S Pecos St EUllewood Colofiled a reiatratlon atateeut (rile 2-3l664) with the SEC on February 5 seekina registration of 125000 aharea of c~n atock to be offered for public sale through Parsona amp Cobullbull Inc bullbull 815 Superior Ave Cleveland Ohio 44114 The offerinl price ($6 per share 1laX1mum) end underwrit1na tenu are to be aupplied by od at The Parons fira ha purchased for $100 five-year warrants for the purchase of 10000 share exerciaab1e after one year at $720 per share

Oraanized in May 1968 the capany caaenced its operations in October 1968 it is engaged in the design and nufacture of printed circuit boards for use in commercial coaputers Ret proceeds of its stock sale are to be ued for expansion and acquisitions retireent of indebtedness research and development advertising and promotion and working capital The company now has outstanding 75000 caaon hares (witha 93cent per hare book value) of which 72000 are owned by Markon Manufacturing Co Inc Edward I Parsons Jr priDcipal of the underwriter 11 a director of the capany and an officer and principal stockholder of Markon Purchaers of the shares being registered will acquire a 6251 stock interet in the coapany for an invetnt of $750000 present tcckho1ders will then own 3751 for which they have paid $100000 or an average of $133 per share

PRKSIDERTS-FIRsr LADY SPA FILES FOR OFFERING AND SECONDARY Preidents-First Lady Spa Inc bullbull 3815 Montroae Blvd Houston Tex 77006 filed a registration statement (File 2-31666) with the SEC on February 7 seeking registration of 350000 shares ofcommon stock of which 200000 are to be offered for public ale by the company and 150000 (b~ing outstanding shares) by the present holder thereof The offe~-ing i to be de through underwriters headed by C E Unterberg Towbin Co 61 Broadway New York 10006the offering price ($15 per share aximum) and underwriting terma are to be supplied by amendment

The company operates health clubs or spas which offer to the public~both men and women facilities for maintaining physical fitness for lOSing or gaining weight and for body contour the business was developed principally by Richard L Minns president through corporations of which he was the principal stockholder and was acquired recently through an exchange of company stock Of the net proceeds of its sale of additional tock $1750000 will be used by the company for the construction of leasehold tprove-ments for three new spas in Houston Dallas and St Louis the acquisition of three parcel of land in St Louis and the construction of two health club buildings thereon and opening expenses for all five new spas the re ining proceeds will be used for general corporate purposes The company now has outstanding800000 common hares of which Minns and trut for his children own 951 Minns proposes to sell 150000of his holding of 712000 shares

HADRON TO SELL srOCK Hadron Inc 300 Sh Drive Westbury N Y 11590 filed a registrationstatement (File 2-31667) with the SEC on February 7 seeking registration of 275000 shares of common stockto be offered for public sale at $11 per share The offering is to be made thrOugh underwriter headed byG A Saxton amp Co Inc 52 Wall St New York 10005 which will receive a $110 per share commission The Saxton firm will receive a five-year option to purchase 15000 shares exercisable after one year at $12 per share

The company is a cientific research development and manufacturing organization whose principal area of activity i in the laser field Of the net proceeds of its stock sale $1075000 will be used for the etablibent of specialized facility centers for ue in conjunction with laser products $850000 for re-earch and development of lasers and laser systes and $450000 for the development of new laser applica-tion and instrumentation in the biomedical field The company now has outstanding 526522 common sharesof which anagement officials and the Saxton group own 9771 S Donald Stas president and Leonard R Solon vice president own 125000 shares each acquired by them as founders of the company for 2-23cent per ahare (a third founder acquired 62500 shares at the same price) The remaining outstanding shsres were issued for an average price of $198 per share Upon the sale of the shares being registered they will own 6141 of the then outstanding stock purchasers of such shares will own 3721 for an investment of $3025000

BETHLEHEM STEEL TO SELL DEBENTURES Bethlehem Steel Corperation 701 East Third St Bethlehe Pa 18016 filed a regiatration statement (File 2-31668) with the SEC on February 7 eeking registration of $100000000 of debentures due 1999 to be offered for public sale through underwriters headed by Kuhn Loeb amp Co 40 Wall St and smith Barney amp Co Inc 20 Broad St both of New York 10005 The interest rateoffering price and underwriting terms are to be supplied by amendment A major steel producer the companywill ue the funds for general corporate purposes including property additions and taprovements During the five year 1964-68 the company spent about $19 billion for property additions and improvements includinginvet nta in 50t or less owned enterpries during the three years 1969-71 it expects to spend about $12 billion for stailar purposes Edmund F Martin is board chairman and chief executive officer and Stewart S Corl i president

BUXTONS SHOPS TO SELL STOCK Buxtons Country Shops Jamesburg N J 08831 filed a registrationstat nt (Pile 2-31669) with the SEC on February 7 seeking registration of 180000 shares of common stockto be offered for public sale at $5 per share The offering is to be made on a best efforts all or none baais by Grt amp Davis Inc 165 Broadway New York 10006 which will receive a elling commision of 40cent per share plua $8000 for expenses The coapany has agreed to issue to the underwriter five-year wsrrants for the purchaae of 15000 caaon shares exercisable after one year at $525 per hare

Th coapany operate six restaurants and has another under franchise all in New Jersey Tbe net pro-ceeds of its stock ale will be used principally for equipping and opening new restaurants The coapany now has outtanding 1087500 share of stock (with a 49cent per bare book value) of which Robert L Burton prei-dent and board chairaan owns 21074 and nagement officials as a group 4666 Purchasers of the stock being registered will acquire a 1421 stock interest in the coapany for an investment of $900000 or $5 perahare present atockholders will then own 858 for which they will have paid $504240 in caab or an average cash price of 46cent per ahare

SIC JIIIS DUlsr IDillaRY 12 1969 Pap 5

UIIJLlS lIDS TO SIIJ srocI JUIIIUng Iroa-Barma 6r lailey ecbiDd ShOlla IDc 1250 Collnecticut Ave Wahialtoa D C 20036 flled a regiatration atat nt (Flle 2-31670) with the SIC on February 7 aeeking relltratioa of 346000 aharea of Cooll tock to be offered for public aa1e through uadervritera headed bySutro 6r Co bullbull 460 IIoatloery St Sail Francbco CaUf 94104 The offering prlce ($1750 per ahare 1UlX1aa)and andervriti ter are to be aupp1ied by ndent

The c ay 18 eqqed in the budllea of entertaining childrell of all qe through the ataging of circaa perforampacea ia varioa citia throughout the United State a and Canada Of the net proceda of it stock a1 $2400000 vill be ued to retire bank indebtedness a portion of the ba1allce to retire all or part of the capanya 7t aubordinated notea and any raailling proceeds for working capital The capanynOW haa outtandill8 1560000 caon shares (vith a $111 per ahare book value) and 1554000 atock purchaae_rraIlU loy Hofheinz board chairaall owns 2081 and Irvin Feld president aad larael S Feld executive vice preaidllt 3041 eacb of the outatanding coon stock Hofheinz a Hofheinz ily rvat and a Hofheillamp roundation own the $3500000 71 note to be retired aa well aa the 1554000 warrants (exercisableat $142 per bare)

CltIATIVI POLYMER PROPOSES OFFERING Creative Polyaer Products Corp 40-11 24th St bullbull Long Ialand City~ 11101 filed a regitration stataent (File 2-31671) with the SEC on February 7 seeking registration of 165000 aharea of caon atock to be offered for public sale at $5 per share The offering is to be sade on a beat efforta all or none basis through Service Securities Inc 105 Madiaon Ave bullbull lIew York which will receive a 50cent per share coaisaion plus $7500 for expenses The capany has agreed to sell the under-writer for $165 five-year warrants to purchaae 16500 c n shares exerciaable initially (after one year)at $550 per share it haa alao agreed to pay $5000 to Charlea Abrama amp Co Inc for its services as a finder

The coapany was organized uDder Delaware law in November 1968 to exploit a process called the Polyseri-zatioD displacement casting process for casting of plastic articles developed by Richard Posner its presi-dent and principal stockholder It proposes to engage in the businesa of developing and conatructing an autoatic machine for the eaployment of the process and thereafter to produce a diversified line of plaaticproducts through the use of both autaatic and manual production facilities Of the net proceeds of its stock aale $290000 will be used for the purchase and installation of equipment $104250 for initial production coats and $75000 for reaearch and development the balance vill be used for working capitalThe coapany has outstandina 580000 co-on shares (with a lcent per share net tangible book value of which Richard Poaner president owns 9351 Upon coapletion of this offering 80t of the then outstanding stock will be owned by the present stockholdera repreaenting an investment of $7500 or lcent per ahare by the preaent stockholdera and their predeceasors and 20t will be owned by the purchaers of the shares beingregistered who will have paid $825000 therefor or $5 per share

DATA RESEARCH TO SELL STOCK Data Reaearch Corporation 2601 East Oakland Park Blvd Ft Lauderdale Fla 33306 filed a regiatration stateent (File 2-31672) with the SEC on February 7 seeking regiatration of 330000 aharea of c-on atock to be offered for public aale at $3 per share The offering is to be -de through Charles Plohn amp Co 200 Park Ave New York 10017 which will receive a 30-l2cent per share caaisaion plua $15500 for expenaes Upon capletion of this offering the company has agreed to sell the underwriter 33000 ahares at 10cent per ahare non-transferable for two years

The coapany WaS organized under Florida law in Auauat 1967 for the purpose of engaging in the business of the nufacture and sale of digital instruentation aud direct digital control syste consisting of special purpose computers and related peripheral electronic equipment Of the net proceeds of its stock ale $225000 will be ued for the deaign and fabrication of the copany instruent line $240000 for the deSign and fabrication of a special purpose control computer and $150000 for rketing advertisingsalea and prootion the balance w11l be added to working capital and used for geDeral corporate purposesincludina research and developent The coapany has outstanding 366966 c n shares (with a l7cent per share net tangible book value) of which Abrab Levine preident owns 49031 Virginia Greene LeviDe 14141 and nagement officials as a group 61741 Upon coapletion of this qffering the purchasers of the 330000shares beiDi regiatered will own 451 of the outstanding stock for which they will have contributed $990000the ownera of the presently outstanding camon shares will own 5031 of the then outstanding caon stockfor which they contributed $95193 and the underwriter will own 451 for which it will bave paid $3300

PRUDBlITOIL 6r GAS PROPOSES OFERIIIG 1969 Prudent Resources OU and Gaa Progr_ (Partnership)10 last 40th St Rew York 10016 filed a registration atateent (File 2-31673) with the SIC on Fe~ruary 7 eeking realatratlon of $25000000 of ltalted partnerhip interesta to be offered for publiC aale at $5000 per unit Tbe offering vi1l be -de througb trustees of Prudent Resources Trust (Prudent -- the general partner) who vill receive no cap8lU1ation and through Leacler Securities eopany Inc which will receive a 61 allilll e tasion lruce Gene Leader laq bullbull son of I Theodore Leader Managing Trustee of Prwdent h a 451 interest in Le8der Securities The partnership will engage prtaarily in the acquiaitionof oil and gaa properties and the drilling and operation of oil aad gas wella Net proceed a of ita aale of partnership interests will be uaed in the drilling of developental and exploratory wells and y alao be used to acquire producing oil and gas properties in the United States and Canada

BID ADVISIB FORMS AMERDID The SIC today announced the adoption of revisiona of its Fora 80 the brokermiddot dealer regiatration fora under the Securities Exchange Act (Release 34-8523) As -nded Item 12 of Fora BD will require the coapletion of Schedule A as to officera directors persona with atailar statua or functions and auy otber peraon who owna one (1) percent or ore of the authorized ahares of aay cl a of equitysecurity of the applicant or regiatrant Ite 17 aa - ed will require the capletion of a Schedule D only for offleera directors peraons with sbailar atatva or functions and any other person who owalten (10)percet or are of any c1 s of equity aecurity of the applicant or registrat

A st-tlar nd nt to Por ADV the inveatent adviaer registration for a1ao baa been adopted(Rele e U-244) OVER

SIC WS DlClft IInUARY 12 1969 6

USCO UP DlJoAWAaB aBVODD TbeSIC today D1lOU1lCed th 1aslUlDCe of AD order Ullder the Securitie Ixche e Act ( 1 34-8522) roklag (with rbullbull p cODHDt) the brobr-dalr reaiatrat10D of c of Delaware IDe (resutrnt) of Raw York City 1 aD injuDetive action brot by the C-1asioll ampampaiaat rsiatrDt the eo1aaion a1lged that it had d in conduct io1tive of the resiatrtion Qdnti-fraud proviaiona of the ederl aecuritiea l a in the offer a1e aDd delivery after ale of aecuritieineludina participations in real etate in Iarael iaaued by Reaaco Rurl Suburban Settle nt eapaay L1alted bullbull c-oa neck or Ordinary har bullbull of laalco (Real latate Iaveataent COIBpaay) Ltd GUS - baco Ltd and asco Plantati Ltd Without adaittiDg or dnyiag the al1egtion bullbull registrnt coneented to th isueDce of bull court order of peraanent injunction

Upon th b bullbull i tbereof the eoi bullbull ion intitutd adainitrtive proceding to deteraine whetber redt~ action 1a pproprite in the public intr t legiBtrant uHiitted an offer of settle-nt in which it bullbull ied DOtica aDd opportunity for hering and consented to the revoction of it broker-deler reg1atratioD

TIXAS UlARIUMSUSPIRSIOR CORTlRUED The SEC h bullbullbull upended over-the-counter trding in the c-on stock of Tex bullbull Uranium Corportion for the further ten-dy period February 13-22 1969 incluive

DeVlDS CORSOLtDATED MlRIRG OfHEllSElUOIRED On Fbrury 6 the U S DiBtrict Court in Peoria Ill eDtered n ordr of peraanent injunction by default enjoining DeVeer Conolidted Mining Corportion SAtogether with 11 other corporte defendnts nd Michel Meyer Ruh along with 8 other individual defendntafro further violting the regitratloD nd nti-frud proviion of the Federl ecuritie law in the sle of ecuritie of the corporte defendnt located in Pn N bullbullbullbull u Bh and Genev SWitzerlnd Four individual prviouly had conaented to n injunction but without admitting or denying the allegations of the Coai bullbull ion coaplaint Rush 1 bullbull ws enjoined fro utilizing the fcilitis of two of the corportedfendant or tht of the Bssex Bank amp Trut Coapny Ltd of Geneva in olicting U 5 invetor to paylleedly-due U S Iaterest Equaliztion Tax and in this connection the U S IterDl IeveDue Service hs dvised tht ny uch tax pywent would be pyble only to the IIS unle bullbull aade to n uthorized

0 prticipting fira under Section 4918 of the Internal Revenue Code The C~i bullbull ions action wbullbull di ised

as to one corporte and eight defendnt bullbull none of wh could be located for ervice of proce bullbullbull (Rel LR-4228)

~ PLARS FILED The following hve filed Porm 5-8 rgitration tteaent with the SEC sekingrgistration of securities to be offered under employee tock option and relted plns

Geoscience Inatruents Corportion Mount Vernon R Y 10053 (File 2-31650) - 48000 hre Chelaa Indutrie Inc Chele Ma bullbull 01250 (File 2-31655) - 100000 hares SWift amp Copny Chicgo Ill 60604 (File 2-31677) - 800000 shres and 5000 participtions

(File 2-31678)- 6000 hare bullbull nd 300 prticiptions(File 2-31679) - 90000 hares and 3000 participtions(Pile 2-31680) - 5000 hares and 500 prticipation

TRADDIG IR MILL FACTOllS SUSPBIIDED The SEC today announced that it has supended exchnge nd over-the-counter trading in the c-on stock of Mill Fctors Corportion of New York City for the period Februry 121969 (caencing t 1130 AM) through Fbrury 21 1969

In lat Dece~r 1968 the capny nnounced that it had uncovered 10 in ita eoercial FiaancingDiviSion hich would wipe out the bullbull rning previously reported by the c pay during the yer nd tht sowe deficit in earning would reult On Jaaury 8 1969 the ~ricn Stock Exchnae hlted trading in the cRapay c-on tock pending clarifiction of thb _tter The Exchnge haa adviaed the eo-iBion tht the capaay i DOW unable to furnish ufficient inforaation on the extent of uch lose bullbull nd it effect on the copany financil ttu to permit reuaption of exchaDge trading In addition the Coaai bullbull ion has been advied tht the information will not be avilable for publication until fter n udit now in progre bullbull haa been copleted

Undr the circuatance bullbull the eoiaion determined to supend trading pending public dis ination of 11 pertinent inforaation

SICUIllTlES ACT RBGI5rIATIORS Effective Februry 11 IostODnd Maine Industrie Inc 2-29531 (40 days) Cn Mannt Corp 2-30705 (90 dy) Contioentl Travel Ltd 2-29985 (90 dy) Kina J Extaded Care Inc bullbull 2-30372 (90 dy) J w May Inc 2-31614 ONena-Corning Fibergls Corp 2-31416Revere Tnni bullbull nd Sports Corp 2-30590 (90 dys) Robinex Interntionl Ltd 2-29880 (90 dys)

MOrE TO DEALERS The period of tte dealera are required to u bullbull the propectu in trading tranactlona i shown bove in parenth bullbull es fter the naae of the lauer

Aa att-ated for purpoe of coputing the registrtion fee

---0000000- --

ps

SIC NEWS DIGEST RBllUAllY 12 1969 PAGE 3

Tbe company wa organized in Auguat 1968 to operate and to grant franchiss to other to operate full service restaurallta (aach to beealled Chris Mc~ires Pub) limited menu fast-service restaurant (each to be called Chria McGuires) and limited menu fast-service Chris Mc~ire Sandwich Shoppes It has one Pub in operation and plans to open three additional Pubs six (hris Mc~ires and three Sandwich Shoppesduring 1969 Of the net proceeds of its stock sale $1050000 will be used for the construction interior decoration equipment and initial operating expenses of the three additional Pub (one each in Miami Palm Beach Gardena and Fort Lauderdale) $600000 to construct furnish and equip and provide initial operatingexpense for six Chris Mc~ires restaurants $75000 to convert leased premises purchase equipment and provide initial operating expenses for three Sandwich Shoppes to be located in office buildings $100000to develop the franchise programs $200000 to convert space on the Queen Elizabeth I for the operation of a Pub and the balance for other corporate purposes The company now has outstanding 486552 common shares (with a $115 per share book value) of which board chairman Robert H Spain owns 295560 shares Purchasers of the shares being registered will acquire a 2917 stock interest in the company for an investment of ~2000OOO present stockholders will then awn 7097 for which they paid $1216380 or $250 per share

TECO MANUALS TO SELL STOCK Teco Industrial Manuals Inc 260 Newtown Rd Plainview N Y filed a registration statement (File 2-31659) with the SEC on February 6 seeking registration of 120000 shares of common stock to be offered for public sale at $5 per share No underwriting is involved participating NASD members will receive a 107 selling commission

The company writes illustrates types andor produces a wide variety of technical data as an engineeringservice to industry and to government agencies including the Department of Defense Of the net proceeds of its stock sale some $206000 will be used for the payment of indebtedness and the balance for other corpor-ate purposes including working capital The company now has outstanding 336000 common shares (with a 9cent per share book value) of which management officials as a group own 287 Eli Cohen is president and board chairman During 1968 the company sold 192000 shares to a group of 18 investors (including persons associated with the New York brokerage firm of Alessandrini amp Co Inc) for $100000 or about 52cent pershare and more recently it sold 96000 sharesat the same price to six investors (including certain companyofficiala) Purchasers of the shares being registered will scquire a 267 stock interest for an investment of $600000 the two groups of investors will then own 63 for an investment of $150000

GL ENTERPRISES FILES EXCHANGE OFFER GL Enterprises Inc 1845 North Farwell Ave Milwaukee Wise 53202 filed a registration statement (File 2-31660) with the SEC on February 7 seeking registration of 1809678 shares of common stock It is proposed to offer this stock in exchange for outstanding common shares of General Life Insurance Corporation of Wisconsin on a share-for-share basis

GL Enterprises was organized by General Life The management officials of the two companies who are identical have recommended that General Life shareholders accept the exchange offer and they have indicated that they intend to exchange their holdings of General Life stock The intended purpose of the exchangeoffer is to permit GL Enterprises which will become the parent of General Life to engage in a program of diversification not permitted to General Life because of insurance statutory and regulatory limitations on its activities General Life has outstanding 1766307 common shares of which management officials own 697 Wallace C Berg is board chairman

OPPENHEIMER FUND FILES Oppenheimer AIM Fund Inc 5 Hanover Square New York 10004 filed a registration statement (File 2-31661) with the SEC on February 7 seeking registration of 5000000 shares of capital stock The shares are to be offered for public sale at $10 per share with an 85cent per share commission to the underwriters headed by Dominick amp Dominick Inc 14 Wall St N Y 10005 The Fund is now a closed-end investment company but will become an open-end investment company with redeemable shares after the consummation of this offering The Funds investment adviser and general distributor is Oppenheimer Management Corporation 20 Exchange Place New York 10005 approximately 82 of whose stock is owned byOppenheimer amp Co Leon Levy is president of the Fund

CONSOLIDATED REFINING SHARES IN REGISTRATION Consolidated Refining Co Inc 115 Hoyt Ave Mamaroneck N Y 10543 filed a registration statement (File 2-31662) with the SEC on February 7 seeking registration of 7590 shares of common stock In connection with the offering on January 22 of 510000 common shares the underwriters over-allotted 15700 shares which were covered by the underwriters to the extent of 8110 shares through open market purchases between January 23 and 31 the underwriters had a remaining short position of 7590 shares Two of the selling stockholders who participated in the offeringhave agreed to sell the underwriters the additional 7590 shares at $20 per share solely for delivery by the underwriters to cover their remaining short position

SurRO MfGE INVESTMENT PROPOSES OFFERING Sutro Mortgage Investment Trust 4900 Wilshire Blvd ~ Angeles Calif 90005 filed a registration statement (File 2-31663) with the SEC on February 7 seekingregistration of 1250000 shares of beneficial interest in the Trust to be offered for public aale throughunderwritera headed by Mitchum Jones amp Templeton Inc 510 So Spring St Los Angeles Calif 90013 The offering price ($1750 per share maximum) and underwriting terms are to be supplied by amendment

The Trust invests primarily in first mortgages about 97 of the Trusts present investment portfolioconsists of long-term conventional first mortgages and first mortgages insured by the Federal Housing Authorit~ (FHA) or guaranteed by the Veterans Administration (VA) Net proceeds of this financing will be invested principally in FHA insured VA guaranteed and conventional first mortgage loana Robert Sutro is chairman of the board of trustees The Trust is assisted in its operations by Ralph C Sutro Co

OVER

SIC tllWSDIGlsr rnllUAIlY 12 1969 Paae 4

PIlICISIOR TECHNOLOGY TO SILL srOCK Preciion Technology Inc 4675 S Pecos St EUllewood Colofiled a reiatratlon atateeut (rile 2-3l664) with the SEC on February 5 seekina registration of 125000 aharea of c~n atock to be offered for public sale through Parsona amp Cobullbull Inc bullbull 815 Superior Ave Cleveland Ohio 44114 The offerinl price ($6 per share 1laX1mum) end underwrit1na tenu are to be aupplied by od at The Parons fira ha purchased for $100 five-year warrants for the purchase of 10000 share exerciaab1e after one year at $720 per share

Oraanized in May 1968 the capany caaenced its operations in October 1968 it is engaged in the design and nufacture of printed circuit boards for use in commercial coaputers Ret proceeds of its stock sale are to be ued for expansion and acquisitions retireent of indebtedness research and development advertising and promotion and working capital The company now has outstanding 75000 caaon hares (witha 93cent per hare book value) of which 72000 are owned by Markon Manufacturing Co Inc Edward I Parsons Jr priDcipal of the underwriter 11 a director of the capany and an officer and principal stockholder of Markon Purchaers of the shares being registered will acquire a 6251 stock interet in the coapany for an invetnt of $750000 present tcckho1ders will then own 3751 for which they have paid $100000 or an average of $133 per share

PRKSIDERTS-FIRsr LADY SPA FILES FOR OFFERING AND SECONDARY Preidents-First Lady Spa Inc bullbull 3815 Montroae Blvd Houston Tex 77006 filed a registration statement (File 2-31666) with the SEC on February 7 seeking registration of 350000 shares ofcommon stock of which 200000 are to be offered for public ale by the company and 150000 (b~ing outstanding shares) by the present holder thereof The offe~-ing i to be de through underwriters headed by C E Unterberg Towbin Co 61 Broadway New York 10006the offering price ($15 per share aximum) and underwriting terma are to be supplied by amendment

The company operates health clubs or spas which offer to the public~both men and women facilities for maintaining physical fitness for lOSing or gaining weight and for body contour the business was developed principally by Richard L Minns president through corporations of which he was the principal stockholder and was acquired recently through an exchange of company stock Of the net proceeds of its sale of additional tock $1750000 will be used by the company for the construction of leasehold tprove-ments for three new spas in Houston Dallas and St Louis the acquisition of three parcel of land in St Louis and the construction of two health club buildings thereon and opening expenses for all five new spas the re ining proceeds will be used for general corporate purposes The company now has outstanding800000 common hares of which Minns and trut for his children own 951 Minns proposes to sell 150000of his holding of 712000 shares

HADRON TO SELL srOCK Hadron Inc 300 Sh Drive Westbury N Y 11590 filed a registrationstatement (File 2-31667) with the SEC on February 7 seeking registration of 275000 shares of common stockto be offered for public sale at $11 per share The offering is to be made thrOugh underwriter headed byG A Saxton amp Co Inc 52 Wall St New York 10005 which will receive a $110 per share commission The Saxton firm will receive a five-year option to purchase 15000 shares exercisable after one year at $12 per share

The company is a cientific research development and manufacturing organization whose principal area of activity i in the laser field Of the net proceeds of its stock sale $1075000 will be used for the etablibent of specialized facility centers for ue in conjunction with laser products $850000 for re-earch and development of lasers and laser systes and $450000 for the development of new laser applica-tion and instrumentation in the biomedical field The company now has outstanding 526522 common sharesof which anagement officials and the Saxton group own 9771 S Donald Stas president and Leonard R Solon vice president own 125000 shares each acquired by them as founders of the company for 2-23cent per ahare (a third founder acquired 62500 shares at the same price) The remaining outstanding shsres were issued for an average price of $198 per share Upon the sale of the shares being registered they will own 6141 of the then outstanding stock purchasers of such shares will own 3721 for an investment of $3025000

BETHLEHEM STEEL TO SELL DEBENTURES Bethlehem Steel Corperation 701 East Third St Bethlehe Pa 18016 filed a regiatration statement (File 2-31668) with the SEC on February 7 eeking registration of $100000000 of debentures due 1999 to be offered for public sale through underwriters headed by Kuhn Loeb amp Co 40 Wall St and smith Barney amp Co Inc 20 Broad St both of New York 10005 The interest rateoffering price and underwriting terms are to be supplied by amendment A major steel producer the companywill ue the funds for general corporate purposes including property additions and taprovements During the five year 1964-68 the company spent about $19 billion for property additions and improvements includinginvet nta in 50t or less owned enterpries during the three years 1969-71 it expects to spend about $12 billion for stailar purposes Edmund F Martin is board chairman and chief executive officer and Stewart S Corl i president

BUXTONS SHOPS TO SELL STOCK Buxtons Country Shops Jamesburg N J 08831 filed a registrationstat nt (Pile 2-31669) with the SEC on February 7 seeking registration of 180000 shares of common stockto be offered for public sale at $5 per share The offering is to be made on a best efforts all or none baais by Grt amp Davis Inc 165 Broadway New York 10006 which will receive a elling commision of 40cent per share plua $8000 for expenses The coapany has agreed to issue to the underwriter five-year wsrrants for the purchaae of 15000 caaon shares exercisable after one year at $525 per hare

Th coapany operate six restaurants and has another under franchise all in New Jersey Tbe net pro-ceeds of its stock ale will be used principally for equipping and opening new restaurants The coapany now has outtanding 1087500 share of stock (with a 49cent per bare book value) of which Robert L Burton prei-dent and board chairaan owns 21074 and nagement officials as a group 4666 Purchasers of the stock being registered will acquire a 1421 stock interest in the coapany for an investment of $900000 or $5 perahare present atockholders will then own 858 for which they will have paid $504240 in caab or an average cash price of 46cent per ahare

SIC JIIIS DUlsr IDillaRY 12 1969 Pap 5

UIIJLlS lIDS TO SIIJ srocI JUIIIUng Iroa-Barma 6r lailey ecbiDd ShOlla IDc 1250 Collnecticut Ave Wahialtoa D C 20036 flled a regiatration atat nt (Flle 2-31670) with the SIC on February 7 aeeking relltratioa of 346000 aharea of Cooll tock to be offered for public aa1e through uadervritera headed bySutro 6r Co bullbull 460 IIoatloery St Sail Francbco CaUf 94104 The offering prlce ($1750 per ahare 1UlX1aa)and andervriti ter are to be aupp1ied by ndent

The c ay 18 eqqed in the budllea of entertaining childrell of all qe through the ataging of circaa perforampacea ia varioa citia throughout the United State a and Canada Of the net proceda of it stock a1 $2400000 vill be ued to retire bank indebtedness a portion of the ba1allce to retire all or part of the capanya 7t aubordinated notea and any raailling proceeds for working capital The capanynOW haa outtandill8 1560000 caon shares (vith a $111 per ahare book value) and 1554000 atock purchaae_rraIlU loy Hofheinz board chairaall owns 2081 and Irvin Feld president aad larael S Feld executive vice preaidllt 3041 eacb of the outatanding coon stock Hofheinz a Hofheinz ily rvat and a Hofheillamp roundation own the $3500000 71 note to be retired aa well aa the 1554000 warrants (exercisableat $142 per bare)

CltIATIVI POLYMER PROPOSES OFFERING Creative Polyaer Products Corp 40-11 24th St bullbull Long Ialand City~ 11101 filed a regitration stataent (File 2-31671) with the SEC on February 7 seeking registration of 165000 aharea of caon atock to be offered for public sale at $5 per share The offering is to be sade on a beat efforta all or none basis through Service Securities Inc 105 Madiaon Ave bullbull lIew York which will receive a 50cent per share coaisaion plus $7500 for expenses The capany has agreed to sell the under-writer for $165 five-year warrants to purchaae 16500 c n shares exerciaable initially (after one year)at $550 per share it haa alao agreed to pay $5000 to Charlea Abrama amp Co Inc for its services as a finder

The coapany was organized uDder Delaware law in November 1968 to exploit a process called the Polyseri-zatioD displacement casting process for casting of plastic articles developed by Richard Posner its presi-dent and principal stockholder It proposes to engage in the businesa of developing and conatructing an autoatic machine for the eaployment of the process and thereafter to produce a diversified line of plaaticproducts through the use of both autaatic and manual production facilities Of the net proceeds of its stock aale $290000 will be used for the purchase and installation of equipment $104250 for initial production coats and $75000 for reaearch and development the balance vill be used for working capitalThe coapany has outstandina 580000 co-on shares (with a lcent per share net tangible book value of which Richard Poaner president owns 9351 Upon coapletion of this offering 80t of the then outstanding stock will be owned by the present stockholdera repreaenting an investment of $7500 or lcent per ahare by the preaent stockholdera and their predeceasors and 20t will be owned by the purchaers of the shares beingregistered who will have paid $825000 therefor or $5 per share

DATA RESEARCH TO SELL STOCK Data Reaearch Corporation 2601 East Oakland Park Blvd Ft Lauderdale Fla 33306 filed a regiatration stateent (File 2-31672) with the SEC on February 7 seeking regiatration of 330000 aharea of c-on atock to be offered for public aale at $3 per share The offering is to be -de through Charles Plohn amp Co 200 Park Ave New York 10017 which will receive a 30-l2cent per share caaisaion plua $15500 for expenaes Upon capletion of this offering the company has agreed to sell the underwriter 33000 ahares at 10cent per ahare non-transferable for two years

The coapany WaS organized under Florida law in Auauat 1967 for the purpose of engaging in the business of the nufacture and sale of digital instruentation aud direct digital control syste consisting of special purpose computers and related peripheral electronic equipment Of the net proceeds of its stock ale $225000 will be ued for the deaign and fabrication of the copany instruent line $240000 for the deSign and fabrication of a special purpose control computer and $150000 for rketing advertisingsalea and prootion the balance w11l be added to working capital and used for geDeral corporate purposesincludina research and developent The coapany has outstanding 366966 c n shares (with a l7cent per share net tangible book value) of which Abrab Levine preident owns 49031 Virginia Greene LeviDe 14141 and nagement officials as a group 61741 Upon coapletion of this qffering the purchasers of the 330000shares beiDi regiatered will own 451 of the outstanding stock for which they will have contributed $990000the ownera of the presently outstanding camon shares will own 5031 of the then outstanding caon stockfor which they contributed $95193 and the underwriter will own 451 for which it will bave paid $3300

PRUDBlITOIL 6r GAS PROPOSES OFERIIIG 1969 Prudent Resources OU and Gaa Progr_ (Partnership)10 last 40th St Rew York 10016 filed a registration atateent (File 2-31673) with the SIC on Fe~ruary 7 eeking realatratlon of $25000000 of ltalted partnerhip interesta to be offered for publiC aale at $5000 per unit Tbe offering vi1l be -de througb trustees of Prudent Resources Trust (Prudent -- the general partner) who vill receive no cap8lU1ation and through Leacler Securities eopany Inc which will receive a 61 allilll e tasion lruce Gene Leader laq bullbull son of I Theodore Leader Managing Trustee of Prwdent h a 451 interest in Le8der Securities The partnership will engage prtaarily in the acquiaitionof oil and gaa properties and the drilling and operation of oil aad gas wella Net proceed a of ita aale of partnership interests will be uaed in the drilling of developental and exploratory wells and y alao be used to acquire producing oil and gas properties in the United States and Canada

BID ADVISIB FORMS AMERDID The SIC today announced the adoption of revisiona of its Fora 80 the brokermiddot dealer regiatration fora under the Securities Exchange Act (Release 34-8523) As -nded Item 12 of Fora BD will require the coapletion of Schedule A as to officera directors persona with atailar statua or functions and auy otber peraon who owna one (1) percent or ore of the authorized ahares of aay cl a of equitysecurity of the applicant or regiatrant Ite 17 aa - ed will require the capletion of a Schedule D only for offleera directors peraons with sbailar atatva or functions and any other person who owalten (10)percet or are of any c1 s of equity aecurity of the applicant or registrat

A st-tlar nd nt to Por ADV the inveatent adviaer registration for a1ao baa been adopted(Rele e U-244) OVER

SIC WS DlClft IInUARY 12 1969 6

USCO UP DlJoAWAaB aBVODD TbeSIC today D1lOU1lCed th 1aslUlDCe of AD order Ullder the Securitie Ixche e Act ( 1 34-8522) roklag (with rbullbull p cODHDt) the brobr-dalr reaiatrat10D of c of Delaware IDe (resutrnt) of Raw York City 1 aD injuDetive action brot by the C-1asioll ampampaiaat rsiatrDt the eo1aaion a1lged that it had d in conduct io1tive of the resiatrtion Qdnti-fraud proviaiona of the ederl aecuritiea l a in the offer a1e aDd delivery after ale of aecuritieineludina participations in real etate in Iarael iaaued by Reaaco Rurl Suburban Settle nt eapaay L1alted bullbull c-oa neck or Ordinary har bullbull of laalco (Real latate Iaveataent COIBpaay) Ltd GUS - baco Ltd and asco Plantati Ltd Without adaittiDg or dnyiag the al1egtion bullbull registrnt coneented to th isueDce of bull court order of peraanent injunction

Upon th b bullbull i tbereof the eoi bullbull ion intitutd adainitrtive proceding to deteraine whetber redt~ action 1a pproprite in the public intr t legiBtrant uHiitted an offer of settle-nt in which it bullbull ied DOtica aDd opportunity for hering and consented to the revoction of it broker-deler reg1atratioD

TIXAS UlARIUMSUSPIRSIOR CORTlRUED The SEC h bullbullbull upended over-the-counter trding in the c-on stock of Tex bullbull Uranium Corportion for the further ten-dy period February 13-22 1969 incluive

DeVlDS CORSOLtDATED MlRIRG OfHEllSElUOIRED On Fbrury 6 the U S DiBtrict Court in Peoria Ill eDtered n ordr of peraanent injunction by default enjoining DeVeer Conolidted Mining Corportion SAtogether with 11 other corporte defendnts nd Michel Meyer Ruh along with 8 other individual defendntafro further violting the regitratloD nd nti-frud proviion of the Federl ecuritie law in the sle of ecuritie of the corporte defendnt located in Pn N bullbullbullbull u Bh and Genev SWitzerlnd Four individual prviouly had conaented to n injunction but without admitting or denying the allegations of the Coai bullbull ion coaplaint Rush 1 bullbull ws enjoined fro utilizing the fcilitis of two of the corportedfendant or tht of the Bssex Bank amp Trut Coapny Ltd of Geneva in olicting U 5 invetor to paylleedly-due U S Iaterest Equaliztion Tax and in this connection the U S IterDl IeveDue Service hs dvised tht ny uch tax pywent would be pyble only to the IIS unle bullbull aade to n uthorized

0 prticipting fira under Section 4918 of the Internal Revenue Code The C~i bullbull ions action wbullbull di ised

as to one corporte and eight defendnt bullbull none of wh could be located for ervice of proce bullbullbull (Rel LR-4228)

~ PLARS FILED The following hve filed Porm 5-8 rgitration tteaent with the SEC sekingrgistration of securities to be offered under employee tock option and relted plns

Geoscience Inatruents Corportion Mount Vernon R Y 10053 (File 2-31650) - 48000 hre Chelaa Indutrie Inc Chele Ma bullbull 01250 (File 2-31655) - 100000 hares SWift amp Copny Chicgo Ill 60604 (File 2-31677) - 800000 shres and 5000 participtions

(File 2-31678)- 6000 hare bullbull nd 300 prticiptions(File 2-31679) - 90000 hares and 3000 participtions(Pile 2-31680) - 5000 hares and 500 prticipation

TRADDIG IR MILL FACTOllS SUSPBIIDED The SEC today announced that it has supended exchnge nd over-the-counter trading in the c-on stock of Mill Fctors Corportion of New York City for the period Februry 121969 (caencing t 1130 AM) through Fbrury 21 1969

In lat Dece~r 1968 the capny nnounced that it had uncovered 10 in ita eoercial FiaancingDiviSion hich would wipe out the bullbull rning previously reported by the c pay during the yer nd tht sowe deficit in earning would reult On Jaaury 8 1969 the ~ricn Stock Exchnae hlted trading in the cRapay c-on tock pending clarifiction of thb _tter The Exchnge haa adviaed the eo-iBion tht the capaay i DOW unable to furnish ufficient inforaation on the extent of uch lose bullbull nd it effect on the copany financil ttu to permit reuaption of exchaDge trading In addition the Coaai bullbull ion has been advied tht the information will not be avilable for publication until fter n udit now in progre bullbull haa been copleted

Undr the circuatance bullbull the eoiaion determined to supend trading pending public dis ination of 11 pertinent inforaation

SICUIllTlES ACT RBGI5rIATIORS Effective Februry 11 IostODnd Maine Industrie Inc 2-29531 (40 days) Cn Mannt Corp 2-30705 (90 dy) Contioentl Travel Ltd 2-29985 (90 dy) Kina J Extaded Care Inc bullbull 2-30372 (90 dy) J w May Inc 2-31614 ONena-Corning Fibergls Corp 2-31416Revere Tnni bullbull nd Sports Corp 2-30590 (90 dys) Robinex Interntionl Ltd 2-29880 (90 dys)

MOrE TO DEALERS The period of tte dealera are required to u bullbull the propectu in trading tranactlona i shown bove in parenth bullbull es fter the naae of the lauer

Aa att-ated for purpoe of coputing the registrtion fee

---0000000- --

SIC tllWSDIGlsr rnllUAIlY 12 1969 Paae 4

PIlICISIOR TECHNOLOGY TO SILL srOCK Preciion Technology Inc 4675 S Pecos St EUllewood Colofiled a reiatratlon atateeut (rile 2-3l664) with the SEC on February 5 seekina registration of 125000 aharea of c~n atock to be offered for public sale through Parsona amp Cobullbull Inc bullbull 815 Superior Ave Cleveland Ohio 44114 The offerinl price ($6 per share 1laX1mum) end underwrit1na tenu are to be aupplied by od at The Parons fira ha purchased for $100 five-year warrants for the purchase of 10000 share exerciaab1e after one year at $720 per share

Oraanized in May 1968 the capany caaenced its operations in October 1968 it is engaged in the design and nufacture of printed circuit boards for use in commercial coaputers Ret proceeds of its stock sale are to be ued for expansion and acquisitions retireent of indebtedness research and development advertising and promotion and working capital The company now has outstanding 75000 caaon hares (witha 93cent per hare book value) of which 72000 are owned by Markon Manufacturing Co Inc Edward I Parsons Jr priDcipal of the underwriter 11 a director of the capany and an officer and principal stockholder of Markon Purchaers of the shares being registered will acquire a 6251 stock interet in the coapany for an invetnt of $750000 present tcckho1ders will then own 3751 for which they have paid $100000 or an average of $133 per share

PRKSIDERTS-FIRsr LADY SPA FILES FOR OFFERING AND SECONDARY Preidents-First Lady Spa Inc bullbull 3815 Montroae Blvd Houston Tex 77006 filed a registration statement (File 2-31666) with the SEC on February 7 seeking registration of 350000 shares ofcommon stock of which 200000 are to be offered for public ale by the company and 150000 (b~ing outstanding shares) by the present holder thereof The offe~-ing i to be de through underwriters headed by C E Unterberg Towbin Co 61 Broadway New York 10006the offering price ($15 per share aximum) and underwriting terma are to be supplied by amendment

The company operates health clubs or spas which offer to the public~both men and women facilities for maintaining physical fitness for lOSing or gaining weight and for body contour the business was developed principally by Richard L Minns president through corporations of which he was the principal stockholder and was acquired recently through an exchange of company stock Of the net proceeds of its sale of additional tock $1750000 will be used by the company for the construction of leasehold tprove-ments for three new spas in Houston Dallas and St Louis the acquisition of three parcel of land in St Louis and the construction of two health club buildings thereon and opening expenses for all five new spas the re ining proceeds will be used for general corporate purposes The company now has outstanding800000 common hares of which Minns and trut for his children own 951 Minns proposes to sell 150000of his holding of 712000 shares

HADRON TO SELL srOCK Hadron Inc 300 Sh Drive Westbury N Y 11590 filed a registrationstatement (File 2-31667) with the SEC on February 7 seeking registration of 275000 shares of common stockto be offered for public sale at $11 per share The offering is to be made thrOugh underwriter headed byG A Saxton amp Co Inc 52 Wall St New York 10005 which will receive a $110 per share commission The Saxton firm will receive a five-year option to purchase 15000 shares exercisable after one year at $12 per share

The company is a cientific research development and manufacturing organization whose principal area of activity i in the laser field Of the net proceeds of its stock sale $1075000 will be used for the etablibent of specialized facility centers for ue in conjunction with laser products $850000 for re-earch and development of lasers and laser systes and $450000 for the development of new laser applica-tion and instrumentation in the biomedical field The company now has outstanding 526522 common sharesof which anagement officials and the Saxton group own 9771 S Donald Stas president and Leonard R Solon vice president own 125000 shares each acquired by them as founders of the company for 2-23cent per ahare (a third founder acquired 62500 shares at the same price) The remaining outstanding shsres were issued for an average price of $198 per share Upon the sale of the shares being registered they will own 6141 of the then outstanding stock purchasers of such shares will own 3721 for an investment of $3025000

BETHLEHEM STEEL TO SELL DEBENTURES Bethlehem Steel Corperation 701 East Third St Bethlehe Pa 18016 filed a regiatration statement (File 2-31668) with the SEC on February 7 eeking registration of $100000000 of debentures due 1999 to be offered for public sale through underwriters headed by Kuhn Loeb amp Co 40 Wall St and smith Barney amp Co Inc 20 Broad St both of New York 10005 The interest rateoffering price and underwriting terms are to be supplied by amendment A major steel producer the companywill ue the funds for general corporate purposes including property additions and taprovements During the five year 1964-68 the company spent about $19 billion for property additions and improvements includinginvet nta in 50t or less owned enterpries during the three years 1969-71 it expects to spend about $12 billion for stailar purposes Edmund F Martin is board chairman and chief executive officer and Stewart S Corl i president

BUXTONS SHOPS TO SELL STOCK Buxtons Country Shops Jamesburg N J 08831 filed a registrationstat nt (Pile 2-31669) with the SEC on February 7 seeking registration of 180000 shares of common stockto be offered for public sale at $5 per share The offering is to be made on a best efforts all or none baais by Grt amp Davis Inc 165 Broadway New York 10006 which will receive a elling commision of 40cent per share plua $8000 for expenses The coapany has agreed to issue to the underwriter five-year wsrrants for the purchaae of 15000 caaon shares exercisable after one year at $525 per hare

Th coapany operate six restaurants and has another under franchise all in New Jersey Tbe net pro-ceeds of its stock ale will be used principally for equipping and opening new restaurants The coapany now has outtanding 1087500 share of stock (with a 49cent per bare book value) of which Robert L Burton prei-dent and board chairaan owns 21074 and nagement officials as a group 4666 Purchasers of the stock being registered will acquire a 1421 stock interest in the coapany for an investment of $900000 or $5 perahare present atockholders will then own 858 for which they will have paid $504240 in caab or an average cash price of 46cent per ahare

SIC JIIIS DUlsr IDillaRY 12 1969 Pap 5

UIIJLlS lIDS TO SIIJ srocI JUIIIUng Iroa-Barma 6r lailey ecbiDd ShOlla IDc 1250 Collnecticut Ave Wahialtoa D C 20036 flled a regiatration atat nt (Flle 2-31670) with the SIC on February 7 aeeking relltratioa of 346000 aharea of Cooll tock to be offered for public aa1e through uadervritera headed bySutro 6r Co bullbull 460 IIoatloery St Sail Francbco CaUf 94104 The offering prlce ($1750 per ahare 1UlX1aa)and andervriti ter are to be aupp1ied by ndent

The c ay 18 eqqed in the budllea of entertaining childrell of all qe through the ataging of circaa perforampacea ia varioa citia throughout the United State a and Canada Of the net proceda of it stock a1 $2400000 vill be ued to retire bank indebtedness a portion of the ba1allce to retire all or part of the capanya 7t aubordinated notea and any raailling proceeds for working capital The capanynOW haa outtandill8 1560000 caon shares (vith a $111 per ahare book value) and 1554000 atock purchaae_rraIlU loy Hofheinz board chairaall owns 2081 and Irvin Feld president aad larael S Feld executive vice preaidllt 3041 eacb of the outatanding coon stock Hofheinz a Hofheinz ily rvat and a Hofheillamp roundation own the $3500000 71 note to be retired aa well aa the 1554000 warrants (exercisableat $142 per bare)

CltIATIVI POLYMER PROPOSES OFFERING Creative Polyaer Products Corp 40-11 24th St bullbull Long Ialand City~ 11101 filed a regitration stataent (File 2-31671) with the SEC on February 7 seeking registration of 165000 aharea of caon atock to be offered for public sale at $5 per share The offering is to be sade on a beat efforta all or none basis through Service Securities Inc 105 Madiaon Ave bullbull lIew York which will receive a 50cent per share coaisaion plus $7500 for expenses The capany has agreed to sell the under-writer for $165 five-year warrants to purchaae 16500 c n shares exerciaable initially (after one year)at $550 per share it haa alao agreed to pay $5000 to Charlea Abrama amp Co Inc for its services as a finder

The coapany was organized uDder Delaware law in November 1968 to exploit a process called the Polyseri-zatioD displacement casting process for casting of plastic articles developed by Richard Posner its presi-dent and principal stockholder It proposes to engage in the businesa of developing and conatructing an autoatic machine for the eaployment of the process and thereafter to produce a diversified line of plaaticproducts through the use of both autaatic and manual production facilities Of the net proceeds of its stock aale $290000 will be used for the purchase and installation of equipment $104250 for initial production coats and $75000 for reaearch and development the balance vill be used for working capitalThe coapany has outstandina 580000 co-on shares (with a lcent per share net tangible book value of which Richard Poaner president owns 9351 Upon coapletion of this offering 80t of the then outstanding stock will be owned by the present stockholdera repreaenting an investment of $7500 or lcent per ahare by the preaent stockholdera and their predeceasors and 20t will be owned by the purchaers of the shares beingregistered who will have paid $825000 therefor or $5 per share

DATA RESEARCH TO SELL STOCK Data Reaearch Corporation 2601 East Oakland Park Blvd Ft Lauderdale Fla 33306 filed a regiatration stateent (File 2-31672) with the SEC on February 7 seeking regiatration of 330000 aharea of c-on atock to be offered for public aale at $3 per share The offering is to be -de through Charles Plohn amp Co 200 Park Ave New York 10017 which will receive a 30-l2cent per share caaisaion plua $15500 for expenaes Upon capletion of this offering the company has agreed to sell the underwriter 33000 ahares at 10cent per ahare non-transferable for two years

The coapany WaS organized under Florida law in Auauat 1967 for the purpose of engaging in the business of the nufacture and sale of digital instruentation aud direct digital control syste consisting of special purpose computers and related peripheral electronic equipment Of the net proceeds of its stock ale $225000 will be ued for the deaign and fabrication of the copany instruent line $240000 for the deSign and fabrication of a special purpose control computer and $150000 for rketing advertisingsalea and prootion the balance w11l be added to working capital and used for geDeral corporate purposesincludina research and developent The coapany has outstanding 366966 c n shares (with a l7cent per share net tangible book value) of which Abrab Levine preident owns 49031 Virginia Greene LeviDe 14141 and nagement officials as a group 61741 Upon coapletion of this qffering the purchasers of the 330000shares beiDi regiatered will own 451 of the outstanding stock for which they will have contributed $990000the ownera of the presently outstanding camon shares will own 5031 of the then outstanding caon stockfor which they contributed $95193 and the underwriter will own 451 for which it will bave paid $3300

PRUDBlITOIL 6r GAS PROPOSES OFERIIIG 1969 Prudent Resources OU and Gaa Progr_ (Partnership)10 last 40th St Rew York 10016 filed a registration atateent (File 2-31673) with the SIC on Fe~ruary 7 eeking realatratlon of $25000000 of ltalted partnerhip interesta to be offered for publiC aale at $5000 per unit Tbe offering vi1l be -de througb trustees of Prudent Resources Trust (Prudent -- the general partner) who vill receive no cap8lU1ation and through Leacler Securities eopany Inc which will receive a 61 allilll e tasion lruce Gene Leader laq bullbull son of I Theodore Leader Managing Trustee of Prwdent h a 451 interest in Le8der Securities The partnership will engage prtaarily in the acquiaitionof oil and gaa properties and the drilling and operation of oil aad gas wella Net proceed a of ita aale of partnership interests will be uaed in the drilling of developental and exploratory wells and y alao be used to acquire producing oil and gas properties in the United States and Canada

BID ADVISIB FORMS AMERDID The SIC today announced the adoption of revisiona of its Fora 80 the brokermiddot dealer regiatration fora under the Securities Exchange Act (Release 34-8523) As -nded Item 12 of Fora BD will require the coapletion of Schedule A as to officera directors persona with atailar statua or functions and auy otber peraon who owna one (1) percent or ore of the authorized ahares of aay cl a of equitysecurity of the applicant or regiatrant Ite 17 aa - ed will require the capletion of a Schedule D only for offleera directors peraons with sbailar atatva or functions and any other person who owalten (10)percet or are of any c1 s of equity aecurity of the applicant or registrat

A st-tlar nd nt to Por ADV the inveatent adviaer registration for a1ao baa been adopted(Rele e U-244) OVER

SIC WS DlClft IInUARY 12 1969 6

USCO UP DlJoAWAaB aBVODD TbeSIC today D1lOU1lCed th 1aslUlDCe of AD order Ullder the Securitie Ixche e Act ( 1 34-8522) roklag (with rbullbull p cODHDt) the brobr-dalr reaiatrat10D of c of Delaware IDe (resutrnt) of Raw York City 1 aD injuDetive action brot by the C-1asioll ampampaiaat rsiatrDt the eo1aaion a1lged that it had d in conduct io1tive of the resiatrtion Qdnti-fraud proviaiona of the ederl aecuritiea l a in the offer a1e aDd delivery after ale of aecuritieineludina participations in real etate in Iarael iaaued by Reaaco Rurl Suburban Settle nt eapaay L1alted bullbull c-oa neck or Ordinary har bullbull of laalco (Real latate Iaveataent COIBpaay) Ltd GUS - baco Ltd and asco Plantati Ltd Without adaittiDg or dnyiag the al1egtion bullbull registrnt coneented to th isueDce of bull court order of peraanent injunction

Upon th b bullbull i tbereof the eoi bullbull ion intitutd adainitrtive proceding to deteraine whetber redt~ action 1a pproprite in the public intr t legiBtrant uHiitted an offer of settle-nt in which it bullbull ied DOtica aDd opportunity for hering and consented to the revoction of it broker-deler reg1atratioD

TIXAS UlARIUMSUSPIRSIOR CORTlRUED The SEC h bullbullbull upended over-the-counter trding in the c-on stock of Tex bullbull Uranium Corportion for the further ten-dy period February 13-22 1969 incluive

DeVlDS CORSOLtDATED MlRIRG OfHEllSElUOIRED On Fbrury 6 the U S DiBtrict Court in Peoria Ill eDtered n ordr of peraanent injunction by default enjoining DeVeer Conolidted Mining Corportion SAtogether with 11 other corporte defendnts nd Michel Meyer Ruh along with 8 other individual defendntafro further violting the regitratloD nd nti-frud proviion of the Federl ecuritie law in the sle of ecuritie of the corporte defendnt located in Pn N bullbullbullbull u Bh and Genev SWitzerlnd Four individual prviouly had conaented to n injunction but without admitting or denying the allegations of the Coai bullbull ion coaplaint Rush 1 bullbull ws enjoined fro utilizing the fcilitis of two of the corportedfendant or tht of the Bssex Bank amp Trut Coapny Ltd of Geneva in olicting U 5 invetor to paylleedly-due U S Iaterest Equaliztion Tax and in this connection the U S IterDl IeveDue Service hs dvised tht ny uch tax pywent would be pyble only to the IIS unle bullbull aade to n uthorized

0 prticipting fira under Section 4918 of the Internal Revenue Code The C~i bullbull ions action wbullbull di ised

as to one corporte and eight defendnt bullbull none of wh could be located for ervice of proce bullbullbull (Rel LR-4228)

~ PLARS FILED The following hve filed Porm 5-8 rgitration tteaent with the SEC sekingrgistration of securities to be offered under employee tock option and relted plns

Geoscience Inatruents Corportion Mount Vernon R Y 10053 (File 2-31650) - 48000 hre Chelaa Indutrie Inc Chele Ma bullbull 01250 (File 2-31655) - 100000 hares SWift amp Copny Chicgo Ill 60604 (File 2-31677) - 800000 shres and 5000 participtions

(File 2-31678)- 6000 hare bullbull nd 300 prticiptions(File 2-31679) - 90000 hares and 3000 participtions(Pile 2-31680) - 5000 hares and 500 prticipation

TRADDIG IR MILL FACTOllS SUSPBIIDED The SEC today announced that it has supended exchnge nd over-the-counter trading in the c-on stock of Mill Fctors Corportion of New York City for the period Februry 121969 (caencing t 1130 AM) through Fbrury 21 1969

In lat Dece~r 1968 the capny nnounced that it had uncovered 10 in ita eoercial FiaancingDiviSion hich would wipe out the bullbull rning previously reported by the c pay during the yer nd tht sowe deficit in earning would reult On Jaaury 8 1969 the ~ricn Stock Exchnae hlted trading in the cRapay c-on tock pending clarifiction of thb _tter The Exchnge haa adviaed the eo-iBion tht the capaay i DOW unable to furnish ufficient inforaation on the extent of uch lose bullbull nd it effect on the copany financil ttu to permit reuaption of exchaDge trading In addition the Coaai bullbull ion has been advied tht the information will not be avilable for publication until fter n udit now in progre bullbull haa been copleted

Undr the circuatance bullbull the eoiaion determined to supend trading pending public dis ination of 11 pertinent inforaation

SICUIllTlES ACT RBGI5rIATIORS Effective Februry 11 IostODnd Maine Industrie Inc 2-29531 (40 days) Cn Mannt Corp 2-30705 (90 dy) Contioentl Travel Ltd 2-29985 (90 dy) Kina J Extaded Care Inc bullbull 2-30372 (90 dy) J w May Inc 2-31614 ONena-Corning Fibergls Corp 2-31416Revere Tnni bullbull nd Sports Corp 2-30590 (90 dys) Robinex Interntionl Ltd 2-29880 (90 dys)

MOrE TO DEALERS The period of tte dealera are required to u bullbull the propectu in trading tranactlona i shown bove in parenth bullbull es fter the naae of the lauer

Aa att-ated for purpoe of coputing the registrtion fee

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SIC JIIIS DUlsr IDillaRY 12 1969 Pap 5

UIIJLlS lIDS TO SIIJ srocI JUIIIUng Iroa-Barma 6r lailey ecbiDd ShOlla IDc 1250 Collnecticut Ave Wahialtoa D C 20036 flled a regiatration atat nt (Flle 2-31670) with the SIC on February 7 aeeking relltratioa of 346000 aharea of Cooll tock to be offered for public aa1e through uadervritera headed bySutro 6r Co bullbull 460 IIoatloery St Sail Francbco CaUf 94104 The offering prlce ($1750 per ahare 1UlX1aa)and andervriti ter are to be aupp1ied by ndent

The c ay 18 eqqed in the budllea of entertaining childrell of all qe through the ataging of circaa perforampacea ia varioa citia throughout the United State a and Canada Of the net proceda of it stock a1 $2400000 vill be ued to retire bank indebtedness a portion of the ba1allce to retire all or part of the capanya 7t aubordinated notea and any raailling proceeds for working capital The capanynOW haa outtandill8 1560000 caon shares (vith a $111 per ahare book value) and 1554000 atock purchaae_rraIlU loy Hofheinz board chairaall owns 2081 and Irvin Feld president aad larael S Feld executive vice preaidllt 3041 eacb of the outatanding coon stock Hofheinz a Hofheinz ily rvat and a Hofheillamp roundation own the $3500000 71 note to be retired aa well aa the 1554000 warrants (exercisableat $142 per bare)

CltIATIVI POLYMER PROPOSES OFFERING Creative Polyaer Products Corp 40-11 24th St bullbull Long Ialand City~ 11101 filed a regitration stataent (File 2-31671) with the SEC on February 7 seeking registration of 165000 aharea of caon atock to be offered for public sale at $5 per share The offering is to be sade on a beat efforta all or none basis through Service Securities Inc 105 Madiaon Ave bullbull lIew York which will receive a 50cent per share coaisaion plus $7500 for expenses The capany has agreed to sell the under-writer for $165 five-year warrants to purchaae 16500 c n shares exerciaable initially (after one year)at $550 per share it haa alao agreed to pay $5000 to Charlea Abrama amp Co Inc for its services as a finder

The coapany was organized uDder Delaware law in November 1968 to exploit a process called the Polyseri-zatioD displacement casting process for casting of plastic articles developed by Richard Posner its presi-dent and principal stockholder It proposes to engage in the businesa of developing and conatructing an autoatic machine for the eaployment of the process and thereafter to produce a diversified line of plaaticproducts through the use of both autaatic and manual production facilities Of the net proceeds of its stock aale $290000 will be used for the purchase and installation of equipment $104250 for initial production coats and $75000 for reaearch and development the balance vill be used for working capitalThe coapany has outstandina 580000 co-on shares (with a lcent per share net tangible book value of which Richard Poaner president owns 9351 Upon coapletion of this offering 80t of the then outstanding stock will be owned by the present stockholdera repreaenting an investment of $7500 or lcent per ahare by the preaent stockholdera and their predeceasors and 20t will be owned by the purchaers of the shares beingregistered who will have paid $825000 therefor or $5 per share

DATA RESEARCH TO SELL STOCK Data Reaearch Corporation 2601 East Oakland Park Blvd Ft Lauderdale Fla 33306 filed a regiatration stateent (File 2-31672) with the SEC on February 7 seeking regiatration of 330000 aharea of c-on atock to be offered for public aale at $3 per share The offering is to be -de through Charles Plohn amp Co 200 Park Ave New York 10017 which will receive a 30-l2cent per share caaisaion plua $15500 for expenaes Upon capletion of this offering the company has agreed to sell the underwriter 33000 ahares at 10cent per ahare non-transferable for two years

The coapany WaS organized under Florida law in Auauat 1967 for the purpose of engaging in the business of the nufacture and sale of digital instruentation aud direct digital control syste consisting of special purpose computers and related peripheral electronic equipment Of the net proceeds of its stock ale $225000 will be ued for the deaign and fabrication of the copany instruent line $240000 for the deSign and fabrication of a special purpose control computer and $150000 for rketing advertisingsalea and prootion the balance w11l be added to working capital and used for geDeral corporate purposesincludina research and developent The coapany has outstanding 366966 c n shares (with a l7cent per share net tangible book value) of which Abrab Levine preident owns 49031 Virginia Greene LeviDe 14141 and nagement officials as a group 61741 Upon coapletion of this qffering the purchasers of the 330000shares beiDi regiatered will own 451 of the outstanding stock for which they will have contributed $990000the ownera of the presently outstanding camon shares will own 5031 of the then outstanding caon stockfor which they contributed $95193 and the underwriter will own 451 for which it will bave paid $3300

PRUDBlITOIL 6r GAS PROPOSES OFERIIIG 1969 Prudent Resources OU and Gaa Progr_ (Partnership)10 last 40th St Rew York 10016 filed a registration atateent (File 2-31673) with the SIC on Fe~ruary 7 eeking realatratlon of $25000000 of ltalted partnerhip interesta to be offered for publiC aale at $5000 per unit Tbe offering vi1l be -de througb trustees of Prudent Resources Trust (Prudent -- the general partner) who vill receive no cap8lU1ation and through Leacler Securities eopany Inc which will receive a 61 allilll e tasion lruce Gene Leader laq bullbull son of I Theodore Leader Managing Trustee of Prwdent h a 451 interest in Le8der Securities The partnership will engage prtaarily in the acquiaitionof oil and gaa properties and the drilling and operation of oil aad gas wella Net proceed a of ita aale of partnership interests will be uaed in the drilling of developental and exploratory wells and y alao be used to acquire producing oil and gas properties in the United States and Canada

BID ADVISIB FORMS AMERDID The SIC today announced the adoption of revisiona of its Fora 80 the brokermiddot dealer regiatration fora under the Securities Exchange Act (Release 34-8523) As -nded Item 12 of Fora BD will require the coapletion of Schedule A as to officera directors persona with atailar statua or functions and auy otber peraon who owna one (1) percent or ore of the authorized ahares of aay cl a of equitysecurity of the applicant or regiatrant Ite 17 aa - ed will require the capletion of a Schedule D only for offleera directors peraons with sbailar atatva or functions and any other person who owalten (10)percet or are of any c1 s of equity aecurity of the applicant or registrat

A st-tlar nd nt to Por ADV the inveatent adviaer registration for a1ao baa been adopted(Rele e U-244) OVER

SIC WS DlClft IInUARY 12 1969 6

USCO UP DlJoAWAaB aBVODD TbeSIC today D1lOU1lCed th 1aslUlDCe of AD order Ullder the Securitie Ixche e Act ( 1 34-8522) roklag (with rbullbull p cODHDt) the brobr-dalr reaiatrat10D of c of Delaware IDe (resutrnt) of Raw York City 1 aD injuDetive action brot by the C-1asioll ampampaiaat rsiatrDt the eo1aaion a1lged that it had d in conduct io1tive of the resiatrtion Qdnti-fraud proviaiona of the ederl aecuritiea l a in the offer a1e aDd delivery after ale of aecuritieineludina participations in real etate in Iarael iaaued by Reaaco Rurl Suburban Settle nt eapaay L1alted bullbull c-oa neck or Ordinary har bullbull of laalco (Real latate Iaveataent COIBpaay) Ltd GUS - baco Ltd and asco Plantati Ltd Without adaittiDg or dnyiag the al1egtion bullbull registrnt coneented to th isueDce of bull court order of peraanent injunction

Upon th b bullbull i tbereof the eoi bullbull ion intitutd adainitrtive proceding to deteraine whetber redt~ action 1a pproprite in the public intr t legiBtrant uHiitted an offer of settle-nt in which it bullbull ied DOtica aDd opportunity for hering and consented to the revoction of it broker-deler reg1atratioD

TIXAS UlARIUMSUSPIRSIOR CORTlRUED The SEC h bullbullbull upended over-the-counter trding in the c-on stock of Tex bullbull Uranium Corportion for the further ten-dy period February 13-22 1969 incluive

DeVlDS CORSOLtDATED MlRIRG OfHEllSElUOIRED On Fbrury 6 the U S DiBtrict Court in Peoria Ill eDtered n ordr of peraanent injunction by default enjoining DeVeer Conolidted Mining Corportion SAtogether with 11 other corporte defendnts nd Michel Meyer Ruh along with 8 other individual defendntafro further violting the regitratloD nd nti-frud proviion of the Federl ecuritie law in the sle of ecuritie of the corporte defendnt located in Pn N bullbullbullbull u Bh and Genev SWitzerlnd Four individual prviouly had conaented to n injunction but without admitting or denying the allegations of the Coai bullbull ion coaplaint Rush 1 bullbull ws enjoined fro utilizing the fcilitis of two of the corportedfendant or tht of the Bssex Bank amp Trut Coapny Ltd of Geneva in olicting U 5 invetor to paylleedly-due U S Iaterest Equaliztion Tax and in this connection the U S IterDl IeveDue Service hs dvised tht ny uch tax pywent would be pyble only to the IIS unle bullbull aade to n uthorized

0 prticipting fira under Section 4918 of the Internal Revenue Code The C~i bullbull ions action wbullbull di ised

as to one corporte and eight defendnt bullbull none of wh could be located for ervice of proce bullbullbull (Rel LR-4228)

~ PLARS FILED The following hve filed Porm 5-8 rgitration tteaent with the SEC sekingrgistration of securities to be offered under employee tock option and relted plns

Geoscience Inatruents Corportion Mount Vernon R Y 10053 (File 2-31650) - 48000 hre Chelaa Indutrie Inc Chele Ma bullbull 01250 (File 2-31655) - 100000 hares SWift amp Copny Chicgo Ill 60604 (File 2-31677) - 800000 shres and 5000 participtions

(File 2-31678)- 6000 hare bullbull nd 300 prticiptions(File 2-31679) - 90000 hares and 3000 participtions(Pile 2-31680) - 5000 hares and 500 prticipation

TRADDIG IR MILL FACTOllS SUSPBIIDED The SEC today announced that it has supended exchnge nd over-the-counter trading in the c-on stock of Mill Fctors Corportion of New York City for the period Februry 121969 (caencing t 1130 AM) through Fbrury 21 1969

In lat Dece~r 1968 the capny nnounced that it had uncovered 10 in ita eoercial FiaancingDiviSion hich would wipe out the bullbull rning previously reported by the c pay during the yer nd tht sowe deficit in earning would reult On Jaaury 8 1969 the ~ricn Stock Exchnae hlted trading in the cRapay c-on tock pending clarifiction of thb _tter The Exchnge haa adviaed the eo-iBion tht the capaay i DOW unable to furnish ufficient inforaation on the extent of uch lose bullbull nd it effect on the copany financil ttu to permit reuaption of exchaDge trading In addition the Coaai bullbull ion has been advied tht the information will not be avilable for publication until fter n udit now in progre bullbull haa been copleted

Undr the circuatance bullbull the eoiaion determined to supend trading pending public dis ination of 11 pertinent inforaation

SICUIllTlES ACT RBGI5rIATIORS Effective Februry 11 IostODnd Maine Industrie Inc 2-29531 (40 days) Cn Mannt Corp 2-30705 (90 dy) Contioentl Travel Ltd 2-29985 (90 dy) Kina J Extaded Care Inc bullbull 2-30372 (90 dy) J w May Inc 2-31614 ONena-Corning Fibergls Corp 2-31416Revere Tnni bullbull nd Sports Corp 2-30590 (90 dys) Robinex Interntionl Ltd 2-29880 (90 dys)

MOrE TO DEALERS The period of tte dealera are required to u bullbull the propectu in trading tranactlona i shown bove in parenth bullbull es fter the naae of the lauer

Aa att-ated for purpoe of coputing the registrtion fee

---0000000- --

SIC WS DlClft IInUARY 12 1969 6

USCO UP DlJoAWAaB aBVODD TbeSIC today D1lOU1lCed th 1aslUlDCe of AD order Ullder the Securitie Ixche e Act ( 1 34-8522) roklag (with rbullbull p cODHDt) the brobr-dalr reaiatrat10D of c of Delaware IDe (resutrnt) of Raw York City 1 aD injuDetive action brot by the C-1asioll ampampaiaat rsiatrDt the eo1aaion a1lged that it had d in conduct io1tive of the resiatrtion Qdnti-fraud proviaiona of the ederl aecuritiea l a in the offer a1e aDd delivery after ale of aecuritieineludina participations in real etate in Iarael iaaued by Reaaco Rurl Suburban Settle nt eapaay L1alted bullbull c-oa neck or Ordinary har bullbull of laalco (Real latate Iaveataent COIBpaay) Ltd GUS - baco Ltd and asco Plantati Ltd Without adaittiDg or dnyiag the al1egtion bullbull registrnt coneented to th isueDce of bull court order of peraanent injunction

Upon th b bullbull i tbereof the eoi bullbull ion intitutd adainitrtive proceding to deteraine whetber redt~ action 1a pproprite in the public intr t legiBtrant uHiitted an offer of settle-nt in which it bullbull ied DOtica aDd opportunity for hering and consented to the revoction of it broker-deler reg1atratioD

TIXAS UlARIUMSUSPIRSIOR CORTlRUED The SEC h bullbullbull upended over-the-counter trding in the c-on stock of Tex bullbull Uranium Corportion for the further ten-dy period February 13-22 1969 incluive

DeVlDS CORSOLtDATED MlRIRG OfHEllSElUOIRED On Fbrury 6 the U S DiBtrict Court in Peoria Ill eDtered n ordr of peraanent injunction by default enjoining DeVeer Conolidted Mining Corportion SAtogether with 11 other corporte defendnts nd Michel Meyer Ruh along with 8 other individual defendntafro further violting the regitratloD nd nti-frud proviion of the Federl ecuritie law in the sle of ecuritie of the corporte defendnt located in Pn N bullbullbullbull u Bh and Genev SWitzerlnd Four individual prviouly had conaented to n injunction but without admitting or denying the allegations of the Coai bullbull ion coaplaint Rush 1 bullbull ws enjoined fro utilizing the fcilitis of two of the corportedfendant or tht of the Bssex Bank amp Trut Coapny Ltd of Geneva in olicting U 5 invetor to paylleedly-due U S Iaterest Equaliztion Tax and in this connection the U S IterDl IeveDue Service hs dvised tht ny uch tax pywent would be pyble only to the IIS unle bullbull aade to n uthorized

0 prticipting fira under Section 4918 of the Internal Revenue Code The C~i bullbull ions action wbullbull di ised

as to one corporte and eight defendnt bullbull none of wh could be located for ervice of proce bullbullbull (Rel LR-4228)

~ PLARS FILED The following hve filed Porm 5-8 rgitration tteaent with the SEC sekingrgistration of securities to be offered under employee tock option and relted plns

Geoscience Inatruents Corportion Mount Vernon R Y 10053 (File 2-31650) - 48000 hre Chelaa Indutrie Inc Chele Ma bullbull 01250 (File 2-31655) - 100000 hares SWift amp Copny Chicgo Ill 60604 (File 2-31677) - 800000 shres and 5000 participtions

(File 2-31678)- 6000 hare bullbull nd 300 prticiptions(File 2-31679) - 90000 hares and 3000 participtions(Pile 2-31680) - 5000 hares and 500 prticipation

TRADDIG IR MILL FACTOllS SUSPBIIDED The SEC today announced that it has supended exchnge nd over-the-counter trading in the c-on stock of Mill Fctors Corportion of New York City for the period Februry 121969 (caencing t 1130 AM) through Fbrury 21 1969

In lat Dece~r 1968 the capny nnounced that it had uncovered 10 in ita eoercial FiaancingDiviSion hich would wipe out the bullbull rning previously reported by the c pay during the yer nd tht sowe deficit in earning would reult On Jaaury 8 1969 the ~ricn Stock Exchnae hlted trading in the cRapay c-on tock pending clarifiction of thb _tter The Exchnge haa adviaed the eo-iBion tht the capaay i DOW unable to furnish ufficient inforaation on the extent of uch lose bullbull nd it effect on the copany financil ttu to permit reuaption of exchaDge trading In addition the Coaai bullbull ion has been advied tht the information will not be avilable for publication until fter n udit now in progre bullbull haa been copleted

Undr the circuatance bullbull the eoiaion determined to supend trading pending public dis ination of 11 pertinent inforaation

SICUIllTlES ACT RBGI5rIATIORS Effective Februry 11 IostODnd Maine Industrie Inc 2-29531 (40 days) Cn Mannt Corp 2-30705 (90 dy) Contioentl Travel Ltd 2-29985 (90 dy) Kina J Extaded Care Inc bullbull 2-30372 (90 dy) J w May Inc 2-31614 ONena-Corning Fibergls Corp 2-31416Revere Tnni bullbull nd Sports Corp 2-30590 (90 dys) Robinex Interntionl Ltd 2-29880 (90 dys)

MOrE TO DEALERS The period of tte dealera are required to u bullbull the propectu in trading tranactlona i shown bove in parenth bullbull es fter the naae of the lauer

Aa att-ated for purpoe of coputing the registrtion fee

---0000000- --