CASH TENDER OFFERS FILED WITH THE COMMISSION THROUGH SEPT. 27, 1968

Tyler Pipe Industries,
Inc.

See footnote at end of table.

CASH TENDER OFFERS FILED WITH THE COMMISSION THROUGH SEPT. 27, 1968-Continued

Period of offer

Sept. 6 to Nov. 11 (withdrawn Sept. 23).

Results

Bastian has negotiated a merger with Alsco
Steel and is seeking in the U.S. District
Court for the Northern District of Illinois
to enjoin Pioneer's purchase of certain
shares. Pioneer has given all tendering
shareholders the right to withdraw their
tenders by Sept. 27.

Sept. 11 to Sept. 25.. Apache has an option to purchase 215,000 of
authorized but unissued common at $11
per share if its tender offer is successful.
On Sept. 27 it purchased 100,000 shares,
tendered it, and exercised its option.
Krentler owns 71,390 shares and if success-
ful will own 51 percent.

Sept. 20 to Oct. 11.

Certain shareholders of General Labora-
tory have agreed to tender 162,246 (ap-
proximately 39 percent) shares. M

Sept. 25 to Oct. 25..

1 Common, $20; class A nonvoting common, $12.

SECURITIES AND EXCHANGE COMMISSION

SAN FRANCISCO REGIONAL OFFICE, LOS ANGELES BRANCH OFFICE

Litigation Release No. 3728, May 25, 1967

Arthur E. Pennekamp, Administrator of Securities and Exchange Commission's San Francisco Regional Office, announced today the filing of a complaint in United States District Court at Los Angeles, seeking to restrain Albert J. Fenster and Wilbur E. Quint from violating the anti-fraud provision of the Securities Exchange Act of 1934 in connection with the solicitation of tenders of no par value common stock of J. J. Newberry Co.

According to the complaint, Albert J. Fenster caused to be inserted in a Los Angeles newspaper an advertisement offering to pay $25 per share for 955,000 shares of Newberry stock if tendered by July 15, 1967. The complaint charged that Fenster did not have funds with which to pay for the stock if tendered. Affidavits filed in support of the Commission's motion for a temporary restraining order state that the price of the stock advanced with a substantially increased volume at about the time the offer for tender was made. Mr. Quint was named in the advertisement as agent to receive tenders in connection with the offer. The complaint was based on the questionable validity of the offer and made no charges of any kind derogatory of Newberry or its management.

Judge Warren Ferguson signed an order temporarily restraining Fenster from further solicitation of tenders by means of misrepresentation or omissions to stake material facts. No order was entered as to Quint who entered into an undertaking with the Court that he had not received any offers of tender and would withdraw as the named tender agent. Quint further agreed to attempt to give the same publicity to his withdrawal as had been previously given to being named as tender agent, including a paid advertisement in the Los Angeles newspaper which carried the solicitation of tenders.

The Commission on May 24, 1967, suspended trading in the stock on the New York Stock Exchange for the same reasons set forth in the complaint for injunction. After the complaint was filed and Judge Ferguson had signed the temporary restraining order, the Commission entered an order which will permit trading in the stock being resumed on May 26th.

Hearing on the Commission's motion for a preliminary injunction has been set for 10:00 a.m. on June 5, 1967, before Judge Francis C. Whelan.

SECURITIES AND EXCHANGE COMMISSION

SAN FRANCISCO REGIONAL OFFICE, LOS ANGELES BRANCH OFFICE

Litigation Release No. 3741, June 2, 1967

Arthur E. Pennekamp, Administrator of Securities and Exchange Commission's San Francisco Regional Office, announced today that Judge Warren Ferguson in the United States District Court at Los Angeles signed an order permanently enjoining Albert J. Fenster from violating the anti-fraud provision of the Securities Exchange Act of 1934 in connection with the solicitation of tenders of no par value common stock of J. J. Newberry & Co., Inc. Fenster, without admitting or denying the allegations of the complaint, consented to the order.

According to the complaint, Albert J. Fenster caused to be inserted in a Los Angeles newspaper an advertisement offering to pay $25 per share for 955,000 shares of Newberry stock if tendered by July 15, 1967. The complaint charged that Fenster did not have funds with which to pay for the stock if tendered. Affidavits filed in support of the Commission's motion for a temporary restraining order state that the price of the stock advanced with a substantially increased volume at about the time the offer for tender was made. Wilbur E. Quint was named in the advertisement as agent to receive tenders in connection with the offer. The complaint was based on the questionable validity of the offer and made no charges of any kind derogatory of Newberry or its management.

The action is still pending as to Wilbur E. Quint, who was also named as a defendant in the complaint.

The investigation was conducted by R. W. Rheinschild, Chief Securities Investigator, and Julius S. Eberstein, Investigator, of the Los Angeles Branch Office. The Commission was represented in this action by Mr. Pennekamp, Walter G. Holden, Associate Regional Administrator (Los Angeles Branch Office), Frank

E. Kennamer, Jr., Assistant General Counsel, and Richard D. Capparella, Attorney.

SECURITIES AND EXCHANGE COMMISSION

NEW YORK REGIONAL OFFICE, NEW YORK, N.Y.

Litigation Release No. 3858, November 16, 1967

Mahlon M. Frankhouser, Administrator of the Securities and Exchange Commission's New York Regional Office, announced today the filing of a complaint in the United States District Court for the Southern District of New York seeking to enjoin Sol M. Zweifach from violating the anti-fraud provisions of the Securities Exchange Act of 1934 in connection with the solicitation of tenders to purchase the common stock of American Steel and Pump Corporation.

According to the complaint, Sol M. Zweifach publicly announced that he had been authorized by a corporate client to tender $25.00 per share to B.S.F. Company for its shares of American Steel and Pump Corporation which represented 57% of the 326,968 issued and outstanding common stock of such company. The public announcement also stated that Sol M. Zweifach was empowered by his client to make the same tender of $25.00 per share to the remaining holders of the common stock of American Steel and Pump if B.S.F. Company accepted the tender. The complaint charged that Sol M. Zweifach did not have authorization on behalf of any corporate client to make such a tender and was without funds with which to consummate the tender offer. An affidavit in support of the motion for a preliminary injunction charges that the price of the stock advanced at about the time the offer for the tender was made. The complaint was based on the questionable validity of the offer and made no charges of any kind with respect to the operation of American Steel and Pump Corporation.

Hearing on the Commission's motion for a preliminary injunction has been noticed for November 21, 1967.

SECURITIES AND EXCHANGE COMMISSION

NEW YORK REGIONAL OFFICE, NEW YORK, N.Y.

Litigation Release No. 3875, December 1, 1967

Mahlon M. Frankhauser, Administrator of the Securities and Exchange Commission's New York Regional Office, announced that on November 22, 1967, Judge Walter R. Mansfield of the United States District Court for the Southern District of New York, entered a permanent injunction against Sol M. Zweifach in an action filed by the Commission. This decree, to which defendant Zweifach consented (but without admitting or denying the allegations of the complaint), enjoins Zweifach from further violating the anti-fraud provisions of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, in connection with the solicitation of tenders to purchase the common stock of American Steel and Pump Corporation or of any other corporation.

The Commission's complaint in this action alleged that defendant Zweifach, while purporting to act on behalf of a corporate client, made an offer to B.S.F. Company, a registered investment company, to purchase at $25.00 per share some 186,000 shares of American Steel and Pump common (57% of its outstanding stock), held by B.S.F. Company. The complaint also alleged that on September 19, 1967, defendant Zweifach publicly announced that such tender offer had been made to B.S.F. Company and that, if accepted, the same offer would be made to the remaining holders of American Steel and Pump stock; and it further alleged that in making such offer to purchase the shares of American Steel and Pump. the defendant Zweifach intended to and did represent that he had the financial means to consummate the transaction when, in fact, defendant Zweifach neither had the funds to consummate the offer on his own behalf nor the authority to effect the transaction on behalf of any other person. According to the complaint. the market price of the stock of American Steel and Pump advanced at about the time the tender offer for the stock was publicly announced. The transaction has never been consummated.

The Commission was represented in this action by Mr. Frankhauser and Robert M. Laprade, an attorney for the Division of Trading and Markets. The investigation leading to the filing of the complaint was conducted by Leonard H. Rossen,

Acting Branch Chief for the Division of Trading and Markets, and Jerald A. Lanzotti, an investigator of the staff of the New York Regional Office.

SECURITIES AND EXCHANGE COMMISSION,
Washington, D.C., August 30, 1968.

SECURITIES EXCHANGE ACT OF 1934-RELEASE No. 8391

NOTICE OF PROPOSED NEW RULE 10b-13

Notice is hereby given that the Securities and Exchange Commission has under consideration a proposed new Rule 10b-13 with respect to purchases of securities during the period that a tender offer with respect to such securities is being made. The rule would provide that any person who makes a tender offer and, during the period of such offer, purchases the securities otherwise than pursuant to the tender offer, shall also purchase all tendered securities at a price equal to the highest price paid in purchases made otherwise than pursuant to the tender offer, or at the tender offer price, whichever is higher.

The purpose of the proposed rule is to require a person making a tender offer to treat the persons responding to the tender offer on substantially the same basis and terms as those accorded to other selling stockholders if he purchases securities in the open market otherwise at a price either higher or lower than that at which the tender offer is made. Where securities are purchased in the open market at a price higher than the tender offer price, it works to the disadvantage of security holders who have deposited their securities and are unable to withdraw them in order to take advantage of the higher market price. Where securities are purchased in the open market at a price lower than the tender offer price, this may result in a reduction in the amount of tendered securities accepted or the rejection of all such securities. The proposed rule would thus safeguard the interests of the persons who have tendered their securities in response to the tender offer.

While the proposed rule deals only with purchases made in the open market or otherwise during the period that a tender offer is outstanding, purchases immediately prior to making the tender offer may also, in some instances, work to the disadvantage of persons who are later invited to tender their securities. The Commission invites comments on the desirability of expanding the provisions of the rule to cover transactions prior to making a tender offer. The proposed rule would apply to purchases of securities immediately convertible into or exchangeable for securities of the class which is the subject of the tender offer.

The proposed rule, which would be adopted pursuant to Sections 10 (b), 14 (d) and (e) and 23 (a) of the Act, reads as follows:

Rule 10b-13. Other Purchases During Period of Tender Offer

(a) No person who makes a tender offer for, or a request or invitation for tenders of, any security, shall thereafter purchase, directly or indirectly, prior to the expiration and consummation of such tender offer, any security of the same class otherwise than pursuant to such tender offer, unless such person agrees to purchase from any person who tenders securities pursuant to the tender offer, all securities tendered by such person, at a price equal to the highest price paid for securities purchased otherwise than pursuant to the tender offer, or at the tender offer price, whichever is higher.

(b) The purchase of a security of the same class as used in this rule shall include the purchase of any security which is immediately exchangeable for or convertible into such security.

All interested persons are invited to submit their views and comments on the proposed rule, in writing, to the Securities and Exchange Commission, Washington, D.C. 20549, on or before September 30, 1968. Except where it is requested that such communication not be disclosed, they will be considered available for public inspection.

By the Commission:

ORVAL L. DUBois, Secretary.