sec news digest, 08-07-1991

12
J~ · U ,. 1991 Issue 91-152 August 7, 1991 U.S. SECURITIES '-XGI! B'GS 99'11110019'1 Following is a schedule of Commission meetings which will be conducted under provisions of the Government in the Sunshine Act. In general, the Commission expects to follow a schedule of holding closed meetings on Tuesdays, and open meetings on Thursday mornings. Meetings on Wednesdays, and if necessary on Thursday afternoons, will be either open or closed according to the requirements of agenda items under consideration. Visitors are welcome at all open meetings, insofar as space is available. Meetings will be held in the Commission Meeting Room, Room lC30, at the Commission's headquarters building, 450 Fifth Street, N.W., Washington, D.C. Persons wishing to photograph or videotape Commission meetings must obtain permission in advance from the Secretary of the Commission. Persons wishing to tape record a Commission meeting should notify the Secretary's office 48 hours in advance of the meeting. CLOSED MEETING - TUESDAY. AUGUST 13. 1991 - 2:30 P.M. The subject matter of the August 13 closed meeting will be: Institution of injunctive actions; Settlement of injunctive actions; Institution of administrative proceedings of an enforcement nature; and Settlement of administrative proceedings of an enforcement nature. OPEN MEETING - THURSDAY. AUGUST IS. 1991 - 10:00 A.M. The subject matter of the August 15 open meeting will be: 1. Consideration of whether to propose for public comment rules implementing the Shareholder Communications Improvement Act of 1990. The proposed rules would revise the shareholder communications rules to require brokers and banks that hold shares in nominee name to forward to beneficial owners of securities the proxy materials and information statements of investment companies registered under the Investment Company Act. The proposed rules would also revise the shareholder communications rules to require brokers and banks to forward to beneficial owners the information statements of registrants under Section 12 of the Securities Exchange Act of 1934. Finally, the proposed rules would revise the information statement rules to require all investment companies registered under the Investment Company Act to transmit information statements to shareholders where proxies are not solicited. FOR FURTHER INFORMATION CONTACT: Kathleen Clarke at (202) 272-2107.

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Page 1: SEC News Digest, 08-07-1991

J~ · U,. 1991

Issue 91-152 August 7, 1991 U.S. SECURITIES

'-XGI! B'GS 99'11110019'1

Following is a schedule of Commission meetings which will be conducted under provisions of the Government in the Sunshine Act. In general, the Commission expectsto follow a schedule of holding closed meetings on Tuesdays, and open meetings on Thursday mornings. Meetings on Wednesdays, and if necessary on Thursday afternoons,will be either open or closed according to the requirements of agenda items under consideration.

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

Meetings will be held in the Commission Meeting Room, Room lC30, at the Commission's headquarters building, 450 Fifth Street, N.W., Washington, D.C. Persons wishing to photograph or videotape Commission meetings must obtain permission in advance from the Secretary of the Commission. Persons wishing to tape record a Commission meetingshould notify the Secretary's office 48 hours in advance of the meeting.

CLOSED MEETING - TUESDAY. AUGUST 13. 1991 - 2:30 P.M.

The subject matter of the August 13 closed meeting will be: Institution of injunctive actions; Settlement of injunctive actions; Institution of administrative proceedingsof an enforcement nature; and Settlement of administrative proceedings of an enforcement nature.

OPEN MEETING - THURSDAY. AUGUST IS. 1991 - 10:00 A.M.

The subject matter of the August 15 open meeting will be:

1. Consideration of whether to propose for public comment rules implementing the Shareholder Communications Improvement Act of 1990. The proposed rules would revise the shareholder communications rules to require brokers and banks that hold shares in nominee name to forward to beneficial owners of securities the proxy materials and information statements of investment companies registered under the Investment CompanyAct. The proposed rules would also revise the shareholder communications rules to require brokers and banks to forward to beneficial owners the information statements of registrants under Section 12 of the Securities Exchange Act of 1934. Finally, the proposed rules would revise the information statement rules to require all investment companies registered under the Investment Company Act to transmit information statements to shareholders where proxies are not solicited. FOR FURTHER INFORMATION CONTACT: Kathleen Clarke at (202) 272-2107.

Page 2: SEC News Digest, 08-07-1991

2. Consideration of whether to adopt a new rule, Rule 3a-6 under the Investment CompanyAct. The rule would provide an exception from the definition of "investment company" for foreign banks and foreign insurance companies for all purposes under the Act. Adoption of the rule would permit foreign banks, foreign insurance companies and related entities, such as finance subsidiaries and holding companies, to offer and sell their securities in the United States without registering as investment companies under the Act or seeking individual exemptions from the Act's requirements. FOR FURTHER INFORMATION CONTACT: Ann Glickman at (202) 272-3042.

3. Consideration of whether to propose for public comment rules implementing the large trader reporting section of the Market Reform Act of 1990. The proposed rules would require a person that effects significant quantities of transactions in publiclytraded securities to file Form l3H with the Commission disclosing such person'sidentity, affiliations and accounts. The proposed rules would also require broker-dealers that carry accounts to maintain records of transactions in publicly traded securities effected by or for such person's accounts and require such broker-dealers to report to the Commission upon request transactions in publicly traded securities effected by or for such person's accounts. FOR FURTHER INFORMATION CONTACT: Nicholas Chapekis at (202) 272-3115.

AT TIMES CHANGES IN COMMISSION PRIORITIES REQUIRE ALTERATIONS IN THE SCHEDULING OF MEETING ITEMS. FOR FURTHER INFORMATION AND TO ASCERTAIN WHAT, IF ANY, MATTERS HAVE BEEN ADDED, DELETED OR POSTPONED, PLEASE CONTACT: Edward Pittman at (202) 272-2400.

CIVIL PROCE:EDINSS

LESLIE GREYLING PERMANENTLY ENJOINED

The Atlanta Regional and Miami Branch Offices of the Commission announced that on July 26 the Honorable William J. Zloch, U.S. District Judge for the Southern Districtof Florida, entered a Final Judgment of Permanent Injunction (Final Judgment) against defendant Leslie S. Greyling (Greyling) of Coral Springs, Florida. The Final Judgment permanently enjoins him from further violations of the antifraud provisions of the federal securities laws. Greyling consented to the Final Judgment without admitting or denying the allegations of the complaint.

The complaint, filed on June 14, 1990, alleges, among other things, that Greylingviolated Section l7(a) of the Securities Act of 1933, Section lOeb) of the SecuritiesExchange Act of 1934 and Rule 10b-5 by disseminating materially false and misleading information. This information is alleged to have been disseminated to broker-dealers either making a market or contemplating making a market in American British Enterprises, Inc.'s common stock in connection with a non-exempt unregistereddistribution. [SEC v. Herman J. Schannault, et al., Civil Action No. 90-6483-CIV-ZLOCH] (LR-12928)

NEWS DIGEST, August 7, 1991 2

Page 3: SEC News Digest, 08-07-1991

COMPLAINT FILED AGAINST DEEP SANDS

The Fort Worth Regional Office announced that on July 19 the Commission filed a civil action in the Eastern District of Texas against Deep Sands, Inc. (Deep Sands) and Larry M. McEntire (McEntire). In its complaint, the Commission charges these defendants with violating or aiding and abetting violations of the securities registration and antifraud provisions of the Securities Act, the antifraud and broker-dealer registration provisions of the Securities Exchange Act and the rules promulgated thereunder.

The complaint alleges that Deep Sands, since November 1990, and McEntire, since at least January 1989, engaged in a nationwide "cold call" telephone solicitation campaign through unregistered commissioned salespersons for the purpose of sellingunregistered oil and gas interests to investors. The complaint further alleges that the defendants directly and through· their salespersons made fraudulent represen-tations to investors concerning the expected returns on investment, potential well production and commissions paid to salespersons. Such misrepresentations were also allegedly made concerning use of investor funds, the accounting and distribution of investor funds and production revenue, and estimated turnkey costs to drill and complete oil and gas wells. [SEC v. Deep Sands, Inc., et a1., Civil Action No. 4:91 CV 130, USDC/ED/TX, Sherman Division] (LR-12929)

SUMMARY JUDGMENT GRANTED AGAINST NATIONAL GAS & POWER COMPANY AND JOSEPH DIBRUNO

The Atlanta Regional Office announced that Judge James B. McMillan of the U. S. District Court for the Western District of North Carolina on July 15 entered summaryjudgment against National Gas & Power Company, Inc. (NGP) and Joseph A. DiBruno (DiBruno). The court enjoined them from violating the registration, anti-fraud, and issuer, acquisition and ownership reporting provisions of the securities laws and ordered an accounting of the monies obtained from the sale of NGP within 60 days.

The Court found, among other matters, that the defendants, NGP and DiBruno, sold about 5.5 million shares of unregistered NGP common stock to about 200 persons in 19 states at arbitrary prices ranging from $.25 to $1.00 a share. The Court found they mis-represented or omitted material facts concerning, among other things, NGP's finan-cial condition, contracts and acquisitions.

In addition, the Court found that NGP, aided and abetted by DiBruno, filed false reports and failed to file or timely file annual, quarterly and current reports and that DiBruno failed to file reports respecting his acquisition and disposition of NGP stock. [SEC v. National Gas & Power Company, Inc., et. al., USDC W.D. NC, Civil Action No. 89-207-M] (LR-12930)

TEMPORARY RESTRAINING ORDER ISSUED AGAINST FSG FINANCIAL SERVICES

The Los Angeles Regional Office filed a complaint on July 23 in the U.S. District Court for the Central District of California against FSG Financial Services, Inc. (FSG) and Joan S. Kantor (Kantor), its president, alleging fraud in connection with the sale of bogus municipal bonds. Also on July 23, the Honorable James M. Ideman,United States District Judge, issued a temporary restraining order restraining FSG,Kantor and their agents from future violations of the antifraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934, freezing assets,

NEWS DIGEST, August 7, 1991 3

Page 4: SEC News Digest, 08-07-1991

appointing a temporary receiver and granting other relief. In addition to a temporaryrestraining order, the Commission's Complaint seeks preliminary and permanentinjunctions, disgorgement of ill-gotten gains and the imposition of civil penaltiesunder the Securities Enforcement Remedies and Penny Stock Reform Act of 1990, and other relief.

The complaint alleges that, from at least January 1990 through the present, FSG has raised at least $250,000 through the sale of securities represented to be municipalbonds that do not exist. [SEC v. FSG Financial Services, Inc., et al., Civil Action No. 91-3960 JMI, C.D. Cal.] (LR-1293l)

COMPLAINT FILED AGAINST FREDERICK DEANGELIS

The Boston Regional Office filed a complaint on July 26 in the U.S. District Court for Massachusetts against Frederick J. DeAngelis (DeAngelis). The complaint allegedthat, in October 1988, DeAngelis sold 7,100 shares of the common stock of Wedgestone Financial (Wedgestone) while in possession of material, nonpublic information regarding the deterioration in value of Wedges tone r s investment portfolio. The complaint alleged that, at the time of these sales, DeAngelis, as a Trustee of

t Wedges tone , knew or was reckless in not knowing that Wedgestone's third-quarter 1988 ( allowance for losses would be materially greater than the preceding quarter's loss

reserve. By trading prior to the October 28, 1988 announcement of Wedgestone' s first-ever loss, DeAngelis allegedly avoided a loss of $25,237.

DeAngelis, simultaneously with the filing of the complaint and without admitting or denying its allegations, consented to the issuance of an injunction against future violations of the antifraud provisions of the securities laws. DeAngelis also agreedto disgorge $25,237, plus prejudgment interest, and pay $25,237 as a penalty under the Insider Trading Sanctions Act of 1984. [SEC v. Frederick J. DeAngelis, No. 91-l1978MAJ (LR-12933)

CRIMINAL PROCEEDINGS

COMPLAINT FILED AGAINST ROBERT KILLEN

The Los Angeles Regional Office announced that on July 31 the Commission filed a complaint in the U.S. District Court for the District of Nevada against Robert Killen (Killen), formerly a principal of Chelsea Securities, Inc. The complaint alleges that Killen engaged in fraud in connection with the offer and sale of the securities of Dun Ventures, Inc. (Dun Ventures), a blind pool penny stock company, as part of a larger fraudulent scheme involving numerous shell corporations. Killen promoted Dun Ventures' securities to the public and knowingly failed to disclose certain material facts concerning the scheme, including the hidden ownership of the securities.

Killen has consented to the entry of a final judgment permanently enjoining him from future violations of Section l7(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. In a related criminal action, Killen pled guilty, on March 19, 1991, to a one count information charginghim with conspiracy to commit securities fraud and to launder the proceeds in violation of 18 U.S.C. § 371. [U.S. v. Robert Killen, CR-S-9l-062-PMP, RJJ, D. Nev.] (LR-12934)

4 NEWS DIGEST, August 7, 1991

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LESLIE MURDOCK SENTENCED

The Seattle Regional Office of the Commission and John E. Lampe, U.S. Attorney for the Eastern District of Washington, announced that on June 14 Leslie Darwin Murdock of Riverside, California, pled guilty to one count of securities fraud and was sentenced to three years probation and fined $5,000. Murdock recently served 13 months in prison on related state charges. The Indictment charged that, between May1988 and June 1988, Murdock, using the name Brett Stevens, defrauded several brokeragefirms by placing orders to buy stock without intending to pay for the securities, a scheme commonly referred to as "free riding." [U.S. v. Leslie Darwin Murdock, C90-180-JLQ, E.D. WA] (LR-12932)

.. ,- -.-_.__ _ ,"

L![STnJG,J)ELl:STINGANDUNLISTED TRADING ACTIONS

UNLISTED TRADING PRIVILEGES GRANTED

Orders have been issued granting the applications of four exchanges for unlisted trading privileges in issues which are listed and registered on one or more other national securities exchanges and are reported in the consolidated transaction reporting system. The exchanges and number of issues are as follows: PhiladelphiaStock Exchange - 5 issues; Cincinnati Stock Exchange - 13 issues; Pacific Stock Exchange - 29 issues; and Midwest Stock Exchange - 12 issues. (Re1s. 34-29499; 34-29500; 34-29501 and 34-29502, respectively)

DELIST!NG GRANTED

An order has been issued granting the application of the American Stock Exchange to strike from listing and registration A.T.&E. Corporation, Common Stock, Par Value $.01. (Re1. 34-29503)

WITHDRAWAL GRANTED

An order has been issued granting the application of CBI Industries, Inc. to withdraw from listing and registration its Common Stock, $2.50 Par Value, on the Pacific Stock Exchange. (Re1. 34-29504)

UNLISTED TRADING PRIVILEGES SOUGHT

A notice has been issued giving interested persons until August 20 to comment on the application of the Midwest Stock Exchange for unlisted trading privileges in eightissues which are listed and registered on one or more other national securities exchanges and are reported in the consolidated transaction reporting system. (Re1.34-29505)

A notice has been issued giving interested persons until August 21 to comment on the application of the Philadelphia Stock Exchange for unlisted trading privileges for two issues which are listed and registered on one or more other national securities exchanges and are reported in the consolidated transaction reporting system. (Rei.34-29510)

NEWS DIGEST, August 7, 1991 5

Page 6: SEC News Digest, 08-07-1991

Notices have been issued g1v1ng interested persons until August 23 to comment on the applications of two exchanges for unlisted trading privileges in issues which are listed and registered on one or more other national securities exchanges and are reported in the consolidated transaction reporting system. The exchanges and number of issues are as follows: Cincinnati Stock Exchange - 10 issues (ReI. 34-29518); and Midwest Stock Exchange - 1 issue (ReI. 34-29519).

WITHDRAWAL SOUGHT

A notice has been issued g1v1ng interested persons until August 21 to comment on the application of Swift Energy Company to withdraw its Common Stock, Par Value $.01, from listing and registration on the American Stock Exchange. (ReI. 34-29508)

UNLISTED TRADING PRIVILEGES AND WITHDRAWAL OF UNLISTED TRADING PRIVILEGES SOUGHT

A notice has been issued giving interested persons until August 21 to comment on 'the application of the Midwest Stock Exchange for unlisted trading privileges in an over-the-counter issue, Scimed Life Systems, Inc., and an application to withdraw unlisted trading privileges in an over-the-counter issue, Reuters Holdings PLC. Publication of the release is expected in the Federal Register during the week of August 12. (Rel. 34-29525)

SELF-REGULATORY ORGANiZATiONS

IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE

The National Association of Securities Dealers filed a proposed rule change (SR-NASD-9l-32) that amends Section 2 of Schedule A of the NASD By-Laws to make conformingchanges to Section 2(c) and 2(e) in order to reference new Section 2(j). The filing,which is effective immediately, is being made at the request of Commission staff. Publication of the proposal is expected in the Federal Register during the week of August 12. (Rel. 34-29521)

ACCELERATED APPROVAL OF PROPOSED RULE CHANGE

The National Association of Securities Dealers filed a proposed rule change (SR-NASD-9l-35) under Rule 19b-4 that would amend Schedules D and G to the NASD By-Lawswith respect to the ITS pre-opening application and trading halts. Publication of the proposal is expected in the Federal Register during the week of August 12. (ReI.34-29522)

APPROVAL OF PROPOSED RULE CHANGE

The Commission approved a proposed rule change (SR-MSRB-9l-05) filed by the Municipal Securities Rulemaking Board under Rule 19b-4. The proposed rule change amends the cross-reference to Section 3(a)(39) of the Securities Exchange Act contained within MSRB Rule G-4 to correspond with recently enacted amendments to the Act and also makes some technical word changes. Publication of the proposal is expected in the Federal Register during the week of August 12. (ReI. 34-29523)

NEWS DIGEST, August 7, 1991 6

Page 7: SEC News Digest, 08-07-1991

PARTIAL ACCELERATED APPROVAL OF PROPOSED RULE CHANGE

The Commission has granted partial accelerated approval of a proposed rule change by the Cincinnati Stock Exchange (SR-CSE-9l-03) pursuant to Section 19(b)(1) of the Securities Exchange Act, 15 U.S.C. 78s(b)(1), Rule 19b-4 thereunder, and an amendment thereto on July 29, 1991. The proposed rule change relates to a six-month extension of paragraphs (u), (1) and (m) of Exchange Rule 11.9, which modify the Exchange's time priority rules, establishing a six-month pilot preferencing rule. The CSE has also requested approval of an amendment to the preferencing rule that would remove the limit on the number of issues a Designated Dealer may preference for the remainder of the pilot period. Publication of the release in the Federal Register was expectedduring the week of August 5. (Rel. 34-29524)

·SEbURITIES A~TREGISTRATIONS

The following regist:o:-ationstatements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managingunderwriter or depositor (if applicable); File number and date filed; Assigned Branch;and a designation if the statement is a New Issue.

S-8 BTU INTERNATIONAL INC, 23 ESQUIRE ROAD, NORTH BILLERICA, MA 01862 (508) 667-4111 -400.000 (5750.000) COMMON STOCK. (FILE 33-41754 - JUL. 30) (BR. 10)

S-1 SCFC RECEIVABLES FINANCING CORP. 12 READS WAY. NEW CASTLE. DE 19720 (302) 323-7101- 1.000.000 (51.00g.000) EQUIPMENT TRUST CERTIFICATES. UNDERWRITER:DEAN WITTER REYNOLDS INC. (FILE 33-41755 - JUL. 30) (BR. 11)

F-1 GRAND METROPOLITAN INVEST"ENT CORP. 712 FIFTH AVE SUITE 4600, NEW YORK. NY 10019 (212) 554-9200 - 300.000.000 (5300.000,000) STRAIGHT BONDS. 300,000,000(5300.000.000) STRAIGHT BONDS. (FILE 33-41756 - JUL. 30) (BR. 3 - NEW ISSUE)

S-8 BTU INTERNATIONAL INC. 23 ESQUIRE ROAD. NORTH BILLERICA, MA 01862 (508) 667-4111 -200.000 (5375,000) COMMON STOCK. (FILE 33-41757 - JUL. 30) (BR. 10)

S-4 TRUMPS CASTLE FUNDING INC. BRIGANTINE BLVD & HURON AVE, ATLANTIC CITY, NJ 08401 (609) 441-8640 - 334.000.000 (5153.651,523) MORTGAGE BONDS. 334,000 ($3,340)COMMON STOCK. (FILE 33-41759 - JUL. 31) (BR. 12)

S-3 HEALTH & REHABILITATION PROPERTIES TRUST. 400 CENTRE ST, NEWTON, MA 02158 (617) 332-3990 - 6,325.000 ($75.457,250) COMMON SHARES OF BENEFICIAL INTEREST.UNDER~ITER: DONALDSON LUFKIN & JENRETTE, MERRILL LYNCH & CO.SMITH BARNEY HARRIS UPHAM & CO. (FILE 33-41760 - JUL. 31) (BR. 6)

S-18 AUBURN EQUITIES INC. 384 INVERNESS DR SOUTH NO 159. ENGLEWOOD, CO 80112 (303) 792-0079 - 83.000 ($498.000) COMMON STOCK. 83.000 ($581.000) COMMON STOCK. 83.000 ($664.000) COMMON STOCK. 2.075 (5100) COMMON STOCK. (FILE 33-41809-D -JUL. 18) (BR. 11)

S-1 TELESPHERE COMMUNICATIONS INC. TWO MID AMERICA PLZ STE SOD, OAKBROOK TERRACE, IL60181 (708) 954-7700 - 7.988,419 ($5.991,314.25) COMMON STOCK. (FILE 33-41843 -JUL. 30) (BR. 7)

NEWS DIGEST, August 7, 1991 7

Page 8: SEC News Digest, 08-07-1991

REGISTRATIONS CONTINUED

S-8 ELECTRONIC ARTS, 1820 GATEWAY DR, SAN MATEO, CA 94404 (415) 571-7171 - 450,000($8,073,000) COMMON STOCK. (FILE 33-41955 - JUL. 30) (BR. 9)

S-4 SOUTHEASTERN BANKING CORP, 1010 NORTHWAY ST, DARIEN, GA 31305 (912) 437-4141 -363,636 (16,232,721.04) COMMON STOCK. (FILE 33-41956 - JUL. 30) (BR_ 1)

S-8 CHAMPION ENTERPRISES INC, 5573 NORTH ST, DRYDEN, HI 48428 (313) 796-2211 - 150,000(1618,750) COMMON STOCK. (FILE 33-41957 - JUL. 30) (BR. 10)

S-8 BUFFETS INC, 10260 VIKING DR, STE 100, EDEN PRAIRIE, MN 55344 (612) 942-9760 -300,000 ($9,150,000) COMMON STOCK. (FILE 33-41958 - JUL. 30) (BR. 11)

S-8 CHAMPION ENTERPRISES INC, 5573 NORTH ST, DRYDEN, MI 48428 (313) 796-2211 - 300,000($1,237,500) COMMON STOCK. (FILE 33-41959 - JUL. 30) (BR. 10)

S-8 SKYLINK AMERICA INC, 2415 W NORTHWEST HWY STE 103, DALLAS, TX 75220 (214) 352-7561 - 250,000 ($140,625) COMMON STOCK. (FILE 33-41960 - JUL. 30) (BR. 8)

S-1 INFORMATION MANAGEMENT TECHNOLOGIES CORP, 130 CEDAR ST 4TH FLR, NEW YORK, NY 10006(212) 962-1399 - 6,209,486 ($19,016,551) COMMON STOCK. 1,485,440 ($3,388,660) WARRANTS, OPTIONS OR RIGHTS. 1,485,440 ($3,461,075) WARRANTS, OPTIONS OR RIGHTS. (FILE 33-41962 - JUL. 31) (BR. 6)

N-1A BERRY STREET FUNDS, FEDERATED INVESTORS TOWER, PITTSBURGH, PA 15222 (412) 288-1900(FILE 33-41973 - JUL. 30) (BR. 22)

ACQUISITION OF SECURITIES

Companies and individuals must report to the Commission within ten days on Schedule 13D if after the acquisition of equity securities of a public company their beneficial interest therein exceeds five percent. Persons eligible to use the short form (Schedule 13G) may in lieu of filing a Schedule 13D file a Schedule 13G within 45 days after the end of the calendar year in which the person became subject to Section l3(d)(l). Companies and individuals making a tender offer must have on file at the time the tender offer commences a Schedule 14D-1.

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; Column 4 - the date the transaction occurred; Column 5 - the current number of shares (in OOO's) owned (top) and the current percent owned; Column 6 - the CUSIP number (top) and the percent owned; and Column 7 - the status of the filing, i.e., new, update or revision.

NAME AND CLASS OF STOCK/OWNER FORM EVENT DATE

SHRS(OOO)/ CUSIP/ FILING %OWNED PRIORX STATUS

ALKERMES INC COM 987 01699410 PAINEWBBER DEVL CORP ET AL 130 7/23/91 13.5 0.0 NEW

NEWS DIGEST, August 7, 1991 8

Page 9: SEC News Digest, 08-07-1991

ACQUISITIONS CONT.

EVENT SHRS(OOO)/ CUSIP/ FILING NAME AND CLASS OF STOCK/OWNER FORM DATE XOWNED PRIORX STATUS

ARCTCO INC COM 537 03966510GLAZER MALCOLM I ET AL 130 7/25/91 5.9 0.0 NEW

AVALON CORP SHS BEN INT 9,214 05343510 INTL CORONA CORP 130 7/26/91 82.3 100.0 UPDATE

AVALON CORP WTS 5,251 05343511 INTL CORONA CORP 130 7/26/91 87.6 21.0 UPDATE

AVALON CORP 57.50 PFD 1,262 05343520 INTL CORONA CORP 130 7/26/91 91.4 100.0 UPDATE

BF ENTERPRISES INC COM 200 05538710 NEBEL JEFFREY T ET AL 130 7/16/91 5.1 4.8 RVSION

BIOPLASTY INC COM 0 09064810 PATTERSON JAMES 0 ET AL 130 7/31/91 0.0 5.4 UPDATE

BRISTOL HLDGS INC COM 750 11003520GELLER MARSHALL S 130 7/26/91 17.4 0.0 NEW

CONTINENTAL INC SR PFD 97 21149320GUARDIAN INDUSTRIES CORP 130 6/24/91 9.7 0.0 NEW

DATRON SYS INC CALIF COM 209 23817310HALE DENISE 130 7/30/91 8.7 0.0 NEW

DATRON SYS INC CALIF COM 129 23817310HINTZE FRANK D 130 6/24/91 5.4 0.0 NEW

DIASONICS INC COM 591 25283610ROCK ARTHUR 130 8/ 2/91 4.9 0.0 NEW

DURHAM CORP COM 1,292 26669610 INDUSTRIAL EQUITY LTD ET AL 130 7/31/91 15.3 16.5 UPDATE

EAGLE BANCORP INC COM 153 26999110WINTER PAUL C JR ET AL 130 7/22/91 12.1 0.0 NEW

ENTOURAGE INTL INC COM 1,355 29382210SOUTHWELL WILLIAM JOHN ET AL 130 1/25/91 32.2 0.0 NEW

FERRO CORP COM 1,174 31540510 FROST PHILLIP ET AL 130 1/31/91 6.2 7.8 UPDATE

HMG COURTLANO PPTYS INC SHS BEN INT 71 40423210TWEEDY BROWNE CO L P ET AL 130 1/30/91 6.1 0.0 NEW

HALLWOOD GROUP INC COM NEW 3n 40636430

HALLWOOD ENERGY CORP 130 7/23/91 6.1 5.0 UPDATE

NEWS DIGEST, August 7, 1991 9

Page 10: SEC News Digest, 08-07-1991

ACQUISITIONS CONT.

EVENT SHRS(OOO)/ CUSIP/ FILING NAME AND CLASS OF STOCK/OWNER FORM DATE XCMIED PRIORI STATUS

44890610IAF BIOCHEM INTL INC C<»4 1,333GLAXO CANADA INC 130 7/24/91 7.4 0.0 NEW

IMPACT SYS INC C<»4 1,OSO 45291310FINMECCANICA SPA ET AL 130 7/25/91 9.8 0.0 NEW

INSPIRATION RES CORP C<»4 37,161 45772910MINORCO 130 8/ 1/91 56.1 56.1 UPDATE

!TEL CORP NEW C<»4 3,505 46564210HENLEY GRP 130 7/31/91 10.3 13.7 UPDATE

JIFFY LUBE INTL INC C<»4 NEW 7,185 4n41520 PENNZOIL CO 140·1 8/ 5/91 82.4 82.4 UPOATE

KEENE CORP DEL C<»4 814 48731510ASSET VALUE FUND L P 130 8/ 1/91 7.8 6.8 UPDATE

LEXICON CORP C<»4 PAR SO.10 4,000 52887070BRISTOL HLDGS INC 130 7/26/91 33.8 0.0 NEW..

MARCOR RESORTS INC C<»4 5,536 56632020MARNELL ANTHONY A II ET AL 130 7/24/91 42.7 43.3 UPDATE

57143110MARQUEST MED PRODS INC C<»4 211 COOPER COS 130 8/ 2/91 5.0 6.3 UPDATE

69323620P C QUOTE INC C<»4 NEW 822 FRENCH-AMERICAN SECS INC 130 7/11/91 12.0 13.3 UPDATE

SMITHFIELD FOODS INC C<»4 698 83224810CARROLLS FOODS INC 130 7/23/91 5.1 0.0 NEW

SPORTS-TECH INTL C<»4 750 84891310BRISTOL HLDGS INC 130 7/26/91 57.7 0.0 NEW

STEWART SANDWICHES INC C<»4 144 86044510J & J SNACK FOODS ET AL 130 7/21/91 8.1 9.5 UPDATE

UNITED FINL GROUP INC DEL C<»4 4,5n 91032410MAXXAM INC ET AL 130 1/12/91 49.5 39.8 UPDATE

ZEMEX CORP C<»4 1,224 98991710AVALON CORP ET AL 130 1/26/91 48.2 48.2 UPDATE

10 NEWSDIGEST. August 7. 1991

Page 11: SEC News Digest, 08-07-1991

Form 8-K is used by companies to file current reports on the following events:

Item 1. Changes in Control of Registrant.Item 2. Acquisition or Disposition of Assets.Item 3. Bankruptcy or Receivership.Item 4. Changes in Registrant's Certifying Accountant.Item 5. Other Materially Important Events.Item 6. Resignations of Registrant's Directors.Item 7. Financial Statements and Exhibits.Item 8. Change in Fiscal Year.

The companies listed below have filed 8-K reports for the date indicated and/oramendments to 8-K reports previously filed, responding to the item(s) of the formspecified. Copies of the reports may be purchased from the Commission's PublicReference Room (when o,dering, please give the date of the report). An invoice willbe included with the requested material when mailed.

STATE SIC ITEM NO. NAME OF ISSUER COOE 1 234 5 678 DATE COMMENT - ... -------------------_ .. ---------------- .. --_ ... _-- .. _ ... __ ... '"' .. --------ABINGTON BANCORP INC DE NO ITEMS 07/16/91 AMEND ACQUISITION CAPABILITY INC DE X 07/29/91ADELAIDE HOLDINGS INC NV X X X X X 07129/91 ALLECO INC NO X 08/02/91ALLIED DEVICES CORP NV X X X X 06/18/91AMERICAN HOUSING TRUST VI NY X 07125/91 ANCONA GROUP LTD DE X X X X 07126/91ANDRE~ GROUP INC /DEI DE X X 07115/91 ASPEN WIND INC CO X 07124/91 ATC INC DE X X X 07/19/91AYDIN CORP DE X X 06103/91 AMEND ~YDIN CORP DE X 07/02/91 AMEND BANK OF NEW ENGLAND CORP MA NO ITEMS 04/01/91BANK OF NEW YORK CO INC NY X 07/15/91 AMEND BANKAMERICA CORP DE X 07131/91 BARNETT BANKS INC FL X 07/02/91BIG SKY TRANSPORTATION CO MT X 07122191 BIOMECHANICS CORP OF AMERICA NY X 06125/91BIRMINGHAM STEEL CORP DE X 05123/91 AMEND BOSTON CAPITAt TAX CREDIT FUND II LTD PA DE X X 05/16/91BOSTON CAPITAL TAX CREDIT FUND II LTD PA DE X X 05/30/91BOSTON CAPITAL TAX CREDIT FUND II LTD PA DE X X 07/19/91 BOSTON EDISON CO MA X 07/25/91BRISTOL HOLDINGS INC NV X X X 07/26/91CANDELA LASER CORP DE X X 07/23/91CARE GROUP INC DE X 07122191 CCAIR INC DE X X 07/19/91 CELESTA CORP /COI CO X 07/30/91CENTRUM INDUSTRIES INC DE X X 05/03/91CLINTON GAS SYSTEMS INC OH X X 08/01/91CLOTHESTIME INC CA X X 06/20/91CONCORD CAMERA CORP NJ X 05121/91 AMEND CONSOLIDATED FIBRES INC DE X 04/26/91 AMEND

NEWS DIGEST, August 7, 1991 11

Page 12: SEC News Digest, 08-07-1991

BK REPORTS CONT.

STATE SIC ITEM NO. NAME OF ISSUER COOE 12345678 DATE COMMENT

---------------------------------------- ....... --------_ .. -- --_ .. _ .. _-CONSOLIDATED FINANCIAL CORP /DE/ DE X X 07/30/91CONSOLIDATED IMAGING CORP NY X X X 07/30/91CORPORATE PROPERTY ASSOCIATES 10 INC II) X X 07/25/91DAKOTA BANCORP INC DE X 07/29/91DELTA VENTURES INC DE NO ITEMS 06/14/91 AMEND DIVALL INCOME PROPERTIES 3 L P WI X X 07/15/91DOLE FOOD COMPANY INC X 07/30/91ENSTAR INCOME PROGRAM 11-1 LP GA X 07/16/91ENSTAR INCOME PROGRAM 11-2 LP GA X 07/16/91ENSTAR INCOME PROGRAM IV-1 LP CA X 07/16/91ENSTAR INCOME PROGRAM IV-2 LP GA X 07/16/91ENSTAR INCOME PROGRAM IV-3 L P GA X 07/16/91ENSTAR INCOME PROGRAM 1984-1 LP GA X 07/16/91ENZO BIOCHEM INC NY X 08/01/91EUROBLOCK AMERICA INC CO X 01/15/91 AMEND FALCON CABLE SYSTEMS CO CA X 07/16/91FALCON CLASSIC CABLE INCOME PROPERTIES L CA X 07/16/91FASTCOMM COMMUNICATIONS CORP VA X 08/01/91FEDERAL EXPRESS CORP DE X X 08/05/91FINANCIAL NEWS NETWORK INC CA X X 07/31/91FIREMANS FUND MORTGAGE CORP DE X X 07/31/91FIRST BATH CORP PA X 06/13/91FIRST FEDERAL BANCORP INC DE X X 07/22/91FIRST MEDICAL INTERNATIONAL INC DE X 07/30/91FIRST OF AMERICA BANK CORP /MI/ MI X X 07/31/91FIRST TWOR CORP NY X 07/29/91FORD MOTOR CRED IT CO DE X X 08/02/91GANDALF TECHNOLOGIES INC X X 08/02/91GECPF-2 TAX EXEMPT GRANTOR TRUSTS NY X X 07/25/91GECPF-2 TAX EXEMPT GRANTOR TRUSTS SERIES X X 07/25/91GECPF-2 TAX EXEMPT GRANTOR TRUSTS SERIES X X 07/25/91GECPF-2 TAX EXEMPT GRANTOR TRUSTS SERIES X X 07/25/91GECPF-2 TAX EXEMPT GRANTOR TRUSTS SERIES X X 07/25/91GIBRALTAR FINANCIAL CORP DE X 07/26/91GLENDALE FEDERAL BANK FEDERAL SAVINGS BA X X 07/25/91GLENDALE FEDERAL BANK FEDERAL SAVINGS SA X X 07/25/91GLENDALE FEDERAL BANK FEDERAL SAVINGS BA X X 07/25/91GLENDALE FEDERAL BANK FEDERAL SAVINGS BA X X 07/25/91GLENDALE FEDERAL BANK FEDERAL SAVINGS BA X X 07/25/91GLENDALE FEDERAL BANK FEDERAL SAVINGS BA X X 07/25/91GLENDALE FEDERAL BANK FEDERAL SAVINGS BA X X 07/25/91GLENDALE FEDERAL BANK FEDERAL SAVINGS BA X X 07/25/91GLENDALE FEDERAL BANK FEDERAL SAVINGS BA X X 07/25/91GOLD COIN MINING INC WA X 07/29/91HAL INC /HI/ HI X X 04/09/91HOME SAVINGS OF AMERICA FA X X 07/25/91IMPERIAL FEDERAL SAVINGS ASSO NOR PA TH CA X 06/25/91IMPERIAL FEDERAL SAVINGS ASSO NOR PAS TH CA X 06/25/91IMPERIAL FEDERAL SAVINGS ASSO NOR PAS TH CA X 06/25/91IMPERIAL FEDERAL SAVINGS ASSO NOR PAS TH CA X 06/25/91IMPERIAL FEDERAL SAVINGS ASSO NOR PAS TH CA X 06/25/91IMPERIAL FEDERAL SAVINGS ASSO NOR PAS TH CA X 06/25/91INSPIRATION RESOURCES CORP II) X X X 07/31/91

12 NEWSDIGEST. August 7. 1991