sec news dioest

Issue 88-74 ~ April 19, 1988

APR 201988

COMMISSIONANNOUNCEMENTS ~Ja~.~.~_~ND~ION~ _ WILLIAM M. BEGAN NAMED DEPUTY REGIONAL ADMINISTRATOR IN CHICAGO

William D. Goldsberry, Regional Administrator of the Chicago Regional Office, today announced the promotion of William M. Hegan to Deputy Regional Administrator of the Chicago Office. Mr. Hegan graduated from Loyola University (Chicago) and received a Juris Doctor degree from the University of·Chicago Law School. Mr. Began joined the CRO in 1963 as an attorney in one of its branches of enforcement. In subsequent years, Mr. Began was named an Enforcement Branch Chief and Assistant Regional Administrator for Enforcement. In January 1978 he was promoted to the position of Associate Regional Administrator, which he has continued to occupy since that time. (Press Release 88-31)

CHAIRMAN CALLS FOR -NEXT GENERATION-OF STATE-FEDERAL REGULATORY COOPERATION

Chairman Ruder yesterday called for the -next generation- of cooperation between state and federal regulators to improve investor protections and to make regulationmore effective and less burdensome, particularly for small businesses. Chairman Ruder's remarks, released in Washington today, were made to the Fifth Annual Conference of the Commission and the National Association of State Securities Administrators being held in Washington. (Press Release 88-32)

CIVIL PROCEEDINGS FINTBCH, INC. BNJOINBD

The Denver Regional Office announced that on April 6 the U.S. District Court for the District of Columbia. entered a Final Judgment of Permanent Injunction and Order byDefault against Fintech, Inc. of Salt Lake City, Utah. The Judgment restrains and enjoins Fintech from failing to file timely periodic reports and Notifications of Late Filing, and requires the company to file certain delinquent reports. In its September 22, 1987 Complaint, the Commission alleged, among other things, that Fintech failed to file its Annual Reports on Forms 10-1t for its fiscal years ended September 30, 1985 and September 30, 1986, and ·its Quarterly Reports on Forms 10-Qfor its fiscal quarters ended March 31, 1986, June 30, 1986, December 31, 1986, March 31, 1987, and June 30, 1987. (SEC v. Fintech, Inc., usoe DC, Civil Action No. 81-2601 GAG). (LR-11705)

CBNTBNNIAL ACQUISITIONS, INC. BNJOINED The Denver Regional Office announced that on April 5 the U.S. District Court for the District of Columbia entered a Final Judgment of Permanent Injunction and Order againstCentennial Acquisitions, Inc. of Golden, Colorado. The Judgment restrains and enjoinsCentennial from failing to file timely periodic reports and Notifications of Late Filing, and requires the company to file certain delinquent reports. In its September 22, 1987 Complaint, the Commission alleged, among other things, that Centennial failed to file its Annual Reports on Forms 10-1tfor its fiscal years ended November 30, 1985 and November 30, 1986, and its Quarterly Reports on Forms 10-Q for i~s fiscal quarters ended February 28, 1986, May 31, 1986, August 31, 1986, February 28, 1987, and May 31, 1987. The ·also alleged that Centennial failed to-colllllissionfile complete Current Reports on Forms 8-k concerning its acquisitions of 8elises

Drilling Corporation in December 1985 and Mountain States Exploration II, Inc. in January 1987. The Complaint further alleged that Centennial had not filed a Sales Report on Form SR. In its Consent, Centennial acknowledged that it failed to file two Annual and five Quarterly Reports, two complete Current Reports, its Form SR, and seven Notifications of Late Filing. (SEC v. Centennial Acquisitions, Inc., OSDC DC,Civil Action No. 87-2604 OG). (LR-11706)

TEMPORARY RESTRAINING ORDER ENTERED

AGAINST INTERNATIONAL INVESTMB.liftl.~O\'II8RBSWISS ...

.,~ ~l'.,:;1'~"j": ~.',:~~,~ The Seattle Regional Office announced that on April 15 u.s. District Judge Barbara J. Rothstein, Western District Qt.~,~Washin~ton,entered a Temporary Restraining Order against International Swiss Investments Corp. (lSI), The Leverage Fund, The Sulfur Fund, Leonard C. Zrnic, and Jana Whyman, prohibiting the further sales of securities without compliance with tHe:ifntift'au'Gand i:e9!stration provisions of the securities laws and registration proy-isionJi;'ofth~".ln~1tt:IDentCompany Act of 1940. The Order also provides for, (1) a sh6w'cause hearing for1! preliminary injunction; (2) a freeze on the assets of the defendants; and (3) an accounting of funds raised from investors. The Order was entered in conjunction with a complaint which was filed by the Commis-sion earlier in the day alleging that the defendants, all formerly from Costa Rica and now operating out of Panama and Cancun, Mexico, conducted a boiler room operationfor the offer and sale of the secur ities of lSI and the two funds • lSI and the two funds had previously been placed on the Foreign Restricted List by the Commission on February 18, 1987. (SEC v. INTERNATIONAL SWISS INVESTMENTS CORP., et aI., Civil Action File No. C88-491, USDC WDWA). (LR-11708)

INVESTMENT COMPANY ACT RELEASES DREYFUS FOREIGN INVESTORS GNMA FUND, L.P.

A notice has been issued giving interested persons until May 5 to request a hearingon an application filed by Dreyfus Foreign Investors GNMA Fund, L.P., and eight other registered limited partnership investment companies (partnerships) advised by The Dreyfus Corporation (Adviser) and Dreyfus Partnership Management, Inc. (DPM). The application requests an order (1) determining that the Independent Managing General Partners of the Partnerships are not deemed "interested persons" of a Partnership,the Adviser, or each Partnership's principal underwriter for purposes of Section 2(a)(19) of the Investment Company Act; and (2) determining that limited partners who own less than five percent equity interest in a Partnership will not be deemed' "affiliated persons· (as defined by Section 2(a)(3)(D) of the Act) of the Partnership or other partners solely by reason of being limited partners. (ReI. IC-16367 - April14)

BANK OF NEW ENGLAND A notice has been issued g~v~ng interested persons until May 9 to request a hearin9 on an application filed by Bank of New England for an order exempting it and any pre-sently issued or subsequently issued unit investment trusts re9istered under the Investment Company Act or which Applicant serves as trustee, and any sub-custodian thereof, from the provisions of Section 26(a)(2)(D) of the Act to the extent necessaryto permit Applicant to deposit, or to cause or permit the deposit of, securities and other assets of any current and future trusts with the Euro-Clear System or Central de Livraison Valuers Mobileres, S.A. (ReI. IC-16368 - April 15)

AIM CONVERTIBLE SECURITIES, INC. An order has been issued on an application filed by certain mutual funds within the AIM Management Group permitting them to file with the Commission financial statements signed or certified by an independent public accountant selected at a board of directors or trustees meeting held more than 30 but not more than 90 days before or after the beginning of their respective fiscal years. (ReI. IC-16369 - April 14)

2 NEWS DIGBST, April 19, 1988

USTING, DEUSnNG AND UNUSTED TRADING ACTIONS

UNLISTED TRADING GRANTED An order has been issued granting the application of the Philadelphia Stock Exchangefor unlisted trading privileges in the common stock of three issues which are listed and registered on one or more other national securities exchanges and is reported in the consolidated transaction reporting system. (ReI. 34-25589)

SELF-RESUUTORY ORGANIZAnONS NOTICE OF PROPOSED RULE CHANGE

The New York Stock Exchange filed a proposed rule change (SR-NYSE-88-10) that would extend its pilot program allowing "monthly expirations" for stock options. Publica-tion of the proposal is expected to be made in the Federal Register during the week of April 11. (ReI. 34-25590)

APPROVAL OF PROPOSED ROLE CHANGE The Commission approved a proposed rule change filed by the National Association of Securities Dealers (SR-NASD-87-42) to amend Article V, Part A of its Code of Procedure to (1) change the composition of the District Surveillance Committees (DSCs) empowered to impose business limitations on members~ and (2) grant members a right to notice and an opportunity for a hearing, to determine whether a DSC may properly impose sanctions on members for the members' failure to adhere to business limitations previouslyimposed by the DSC. (ReI. 34-25593)

AMENDMENT TO APPLICATION The International Securities Clearing Corporation filed amendments to its application for registration as a clearing agency under Section 17A of the Securities ExchangeAct of 1934 and Rule 17Ab2-1(c)(1). (ReI. 34-25594)

SECURITIES ACT REGISTRATIONS' The following registration state.ents have been filed with the SEC under the Securi-ties Act of 1933. The reported inforaation appears as follows: Form, Name, Address and Phone Nuaber (if available) of the issuer of the securitYI Title and the number and/or face a.ount of the securities being offered, Name of the managing underwriter or depositor (if applicable), Pile nuaber and date filed, Assigned Branch; and a designation if the state.ent is a Hew Issue.

s-t e GE'-It:J14 SYSTE'oIS I'-1'1 SU'4STHE BANCSHAR~S J~C, 1300 E FLORENCE BLVD, CASA GRANDE, AZ 85222 (S02) 836-4066

- 7IJO,OQJ ($6,405,000) COMMON STOCK. (FILE 33-20928-LA - MAP. 29) BR. 2 - NEW ISSUE)

)-18 M~~I" FU~D INC, 305 SEBAST:'IPOL RD, SANTA ROSA, CA Q5407 (707) 546-6816 - 30,OOJ,()00 ($300,000) COMMO'

C;-lQ ST:Hl: "'OU~T4YN IN['!USTRTES I~C, 2971 FLOWERS RO S - STE 138, ATLANTA, GA 30341 (4J41 455-6854 - 10,00Q,JJO Ct250,OJOI COMMONSTOCK. 10,000,000 ($3JO.OOOt COMMO~ STJ(~. IJ,OOO,QOO ($80J,00J) COMMONSTOCK. (FILE 33-21020-A - APR. 041 liP. 12 - NEW TSSUI')

;-1 B~~ cY'IANCIAL GROJP INC, 2302 PARKLAKE DRIVE 'I.E., STe 200, ATLANTA, GA 30345 (404) 934-9994 - 1,000,000 (SI0,500,000) COMMONSTOCK. UNDERWRITER: ALEX BROWN & SJ~S, BQ,EDF"RD J C & co , (FILE 33-21023 - APR. 05) (BR. 1 - NEW ISSUEI

5-19 NBS I :APIT4L CORP, 7100 NORTH BR3ADWAY #IH, DENVER, CO 80221 (303) 427-7111 -60,OOO,OGJ ($300,000) C~~MrN STeCK. 6,000,000 ($60) WARRANTS, OPTIO'lS OR RIGHTS. SO,OOO,OJ) ($~OO,OOOI CO~MON STOCK. 120,000,000 ($4,800,000) COM~ON STOCK. 6.00G,000 U36,OQl) CQI

c;-~ U S TriHFT ACQ'JISnIO"J PARTNERS LP, 1350 N ASTOR ST, CHICAGO, Il ~O&10 (312) q43- 8811 - 150,000 ($150,000,000) LP'ITED P~RTNERSHIP CERTIF ICAT E. UNDERWRIT:R: MERRIII U'NCH CAP ITAL MAP-KETS. (F n.s 33-21086 - APR. 01) (SR. 1 - N::W ISSUE)

~-8 MfRCK t CO INC, P J ROX 2000, RAHWAY, NJ 01065 (201) 514-4000 - 250,000,000 (S250,00I),OOO) OTHER SECU~ITIES INClU!HM; VOTING TRUST. (FILE 33-21)81 - APR. 07)(BR. 4)

S-A MERCK & CO INC, POBOX 2000, RAHWAY, NJ 01065 (201) 514-4000 - 3J,Ooo,000 U30,()00,000J GTHER SECURITIES IN:lUJING VOTI'IG TRUST. (FILE 33-21098 - APR. 071 (M.4)

5-~ IOMEG~ CORP, 1821 ~ 4000 SOUTH, ROY, UT 84067 (8011 778-1000 - 450,000 (Sl,518,750)COIilMONs rncx , (FILE 33-21089 - APR. 01) (BR. 10)

5-t

')-8 VLSJ '"'=CHN"LOGV IMC, 1109 "lCKAY DP.IVE, SAN JOSE, CA 95131 (4081 434-3000-",000,000 ($17,7"50,000) COMMONSTOCK. 1,000,000 (U,543,750) COM!40NSTOCK. (FILE

'1'1-"1116 - APR. O~) IBR. 31

~-lA ~L~G I~VESTOP5 F~EPG!~~ GROWTHFUND INC, 135 EAST BALTIMORE AVENUE, BALTIMO~E, MJ

21202 (3)1) 727-!700 - INDEFINITE SHARES. (FILE 33-21119 - APR. 081 (BR. 16

- ':[ 01 ISSll'=)

5-3 I)SF&G :')RP, 100 LIGHT ST, BALTIMORE, MD 21202 (3011 1)47-3000 - 2.500,000

1$70,406, 250) C~'1"'ON STOCI(. (F IlE 33-21132 - APR. 081 (BR. 101

S-3 CITI:"op, 3Qq PARK AVE, ~EW YORK, NY 10043 (212) 559-1000 - 100,000,000

(SlOO,00J,JOO) ST~AIGHT BONDS. 2,000,000 ($8,000,000) WARRANTS, OPTIONS CR RIGHTS.

(F'HE 33-21134 - APR. 08) (BR. 11

"-2 ASSET OPPORTU'lITY FUND INC, CNF. SEAPORT PLAZA, NEW YORK, NY 10292 C 2121 214-1250 -

11,500 ,000 ($115,000,000) (01414('1'" STOCK. UNDERWRITER: PRUDE~TIAl BACHE SECURITIES I'lC.

(FILE" ??-:?1135 - APR. 08) (Rl'. 16 - NEW ISSU~)

')-8 SH TE5I4A~ G!:!.OUPINC, 1400 JES MOINES BLDG, DES 140INES, IA 50309 (515) 284-7500 -

~34,537 ($4,272,B29) COM~mJ STDCK. (FILE 33-21137 - APR. 08' (BR. 9)

)-3 ST~ TE('~A~l GPr:JJP I'IC, 1400 )ES 140IlJES BLDG, DES 140INES, IA 50309 (515) 284-7500 -

112,850 ($465,506) CO'f140N STOCK. (FILE 33-21138 - APR. 081 (BR. 9t

5-4 FIFTH THIPD B4"CO~D, 38 FOUNTAIN SO PLZ. CINCINNATI, OH 45263 (5131 579-5300 -

110,250 ($1 ,996,6281 COMMONSTOCK. (FILE 33-21139 - APR. 08) (BR. 11

)-d 81) ~~)ICUS I~C, 9600 W 76TH ST, EDEN PRAIRIE, MN 55344 (612) 944-7784 - 148,272

(S926d)61) COMfolONSTOCK. (FILE 33-21140 - APR. 081 (BR. BI .

~-e A~EPI::~" r:OLLOTO c:), ONE N ARLINGTO"4, 1500 W SHURE DR, ARLINGTJN HEIGHTS, Il 60004 (312) 392-4600 - ?OO,OOO ($4,000,0001 CCI4MONSTOCK. (FILE 33-21141 - APR. 081 (B~. 2 - ~E:.i ISC;U'=)

5-~ WATKI~5 JOH~SON CO, 3333 HILLVIEW AVE, STA~FORD INDUSTRIAL PAR(, PALO ALTO, :A 94304 (415) 493-4141 - 400,000 ($11,400,0001 COMMONSTOCK. (FIlE 33-21142'" APR. 08) (BR.7) .

~-4 SHEA~SJN LEHMAN BROTHERS HOLDINGS INC, AMERICAN EXPRESS TWR, W]RLJ FINANCIAL C'lTR, NEW Y1RK, NY 102~5 (212) 298-2000 - 250,000,000 (S250.0OO,000) STRAIGHT BONDS. (FILE 33-21143 - APR. 12) (BR. 12)

5-3 FIl TI=UEK I~C/I)E, 11411 PPICE RD, P 0 ecx 135, HEBRON, Il 60034 (815) 648-2416 -692,616 ($1,385,2321 COMMONSTOCK. 692,616 (S5,540,9281 COMMONSTOCK. (FILE 33-21158 - APP. 11) (BR.. 13)

')-3 SU"'S"'I~E MHJJ~~ CI) IDEI, 300 CRESENT CT 15TH Fl, DALLAS, TX 75201 (214) 855-8700 -40,250,(0) ($40,250,000) CCNVERTIBL= DEBENTURES AND NOTES. (FILE 33-21159 - AP~. 11) (BF.. 2 J

5-R ATLA'IITIC RICHFIELD CO IDE, 515 S FLOWER ST, LOS ANGELES, CA 90071 (213) 486-3511 -3'38,750,000 (P~8,750,000) COMMeN STOCK. (FILE 33-21160 - APR. 11 I (BR. 12.

5-8 ATLA~TIC RICHFIELD cr. IDE, 515 S FLOWER ST, LOS ANGELES, CA 90J71 (213' 486-3511 -500,000 (S42,343,750) COMMONSTCCK. 200,000,000 (S200,000,0001 OTHER SEC~RITIES INCLUDING VOTING TRUST. (FILE 33-21161 - APR. III (BR. 12)

5-8 ATLA'IIrIC RICHFIELD CO IDE, 515 S FLOWER ST, LOS ANGELES, CA 90071 (213' 486-3511 -125. O() 0, lOO (n 2 5 ,000, 000 I CTHER SECURITI EST NCLUDPIG VOTINC TRUST. 1 ,000,000

($134,687,"500) CQM140NSTeCK. (FILE 33-21162 - APR. 11. (SR. 121

5-6 "lUVEE'l HX ~'(f"'PT UNIT TRUST SERIES 465, 333 W WACKER OR. CIO JOHII NlNEE~ & CO I'IIC, CHICAGO, I l 60606 - INDEFINITf' SHUES. DEPOSITOR: NUVEEN JOHN & CO I~C. (FILE 33-21189 - APR. 12) (eR. 22 - NEW ISSUEI

S-6 CO~P'-'PAT!: I~JC:'''E FUND HIGH YIElD SERIES 19, CJIIE LIBERTY PLI - 21ST FLR, r:/0 MERRILL LYNCH PIERCE FEN~ER & SMITH, NEW YORK, NY 10080 - INDEFl~ITE SHARES. DEPOSIT'JQ: "'EPPIll LYNCH PIERCE FENNER s SMITH INC. PAINEWEB8ER I'IIC, PRUDE'IITIAL BloCHE SECURITIE~ I..,C, SIiEARSON LEHMAN HUTTON INC. (FILE 33-2119i) - AP~. 12) (RR. 22 - NEW ISSlJf)

6 ... 8 DIGBST, April 19, 1988

-----------------------------------------------------------------------------ACQUlsmONS OF SECURRIES companies and individuals must report to the Caa.ission within ten days on Schedule 13D if after the acquisition of equity securities of a public ca.pany their benefi-cial interest therein (Schedule 13G) may 1n days after the end of 13(d)(1). Companiestime the tender offer

exceeds five percent. Per_sons eligible to use the short form lieu of filing a Schedule 13D file a Schedule 13G within 4S the calendar year in which the person became subject to Section

and individuals aaking a tender offer must have on file at the commences a Schedule 14D-l.

Below is a list of recent filings of Schedules 13D and 14D, which includes the following information: Column 1 - the company purchased (top), and the name of the purchaser, Column 2 - the type of security'purchased, Column 3 - the type of form filed, Coluan 4 - the date the transaction occurred, Column 5 - the current nuaber of shares (in OOO's) owned (top) and the curr.ent percent owned, Coluan 6 - the CUSIP nuaber (top) and the prior percent owned, and Coluan 7 - the status of the filing,i.e., new, update o~ revision.

EVENT SHPS (000)/ CUSIP/ FILING

NAME AND CLASS OF STOCK/ObINEP FOPM DATE ~~OltINED PRIOR% STAWS

ALEXANDEf

ACQUISITIONS REPORTS CONT.

HEL~l PES INC COM FI~ST INVESTORS MGMT CO 13D

ING~EDIENT TECHNOLOGY COf