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out u&. A! L947 NOV 6 W m*K Final Edition THURSDAY In 2 Sections - Section 1 U. S. Pat. Office1 Volume 156 Number 4122 New York, N. Y., A Good our SEC REPORTER'S Congratulations Considering the none-too-gratifying overall results attending its Vast bond and note offering early ■ when subscriptions exceeded the $4,500,000,000 total by only $100,000s,000, the invest¬ ment world is waiting with inter¬ est the Treasury's next similar undertaking. month, are in order I business it whose ■7 comprehensive statement set forth the pocketbook should be the: determining-factor membership in their association." for . immediately the "Financial Chronicle" took up battle against this proposal and cried out a resounding the "No!" Others joined us has been business, the proposal given intensive study and consideration National of Bank City New officers, asked of for governors, and their comments circumstances -the cusses rounding the considerable sur¬ Mr. became President of the IBA, ad- Vised the SEC that in the opinion of the Association the prevailing. market situation then the things which militated against the The bank noted that one of let won, us also not fail to toss in the direction of the SEC. few a the securities^ industry that4L<iahr be"^ ments—that it is NOT a closed door through: which placed in a range already somewhat congested with out¬ those engaged in the securi ties business like, to hear. "In¬ fallible? Of course not! We can change our minds*" Words standing issues, while maturity such * notes was and bonds which the set beyond the range (Continued on page 1625) QUICK ACTION ON DESIGN a these and this sort of action from the SEC is like as breath of fresh air that comes wafted into a room which, for the past nine years, has been filled with nothing hut the stuffy pomposity of directives and orders, legal diatribes and threats, - ■ • and an aloofness that defied cooperation. (Continued • on page high- many out of busi¬ markets and i. AND CONSTRUCTION 5. Is beyond the of the scope granted the, Commis¬ in In connection with ; U. the ill FUNDAMENTAL BUY UNITED STATES FINANCING and VALUATIONS WAR SAVINGS BONDS ENGINEERS and CONSTRUCTORS INVESTORS ■ INCPROSPECTUS R. H. Johnson & Co. 52 WILLIAM STREET Established 1927 NEW YORK INVESTMENT San Francisco 18S6 ■ H. Hentz & Co. Members York New OBTAINED SECURITIES _ Chicago Curb r~— (Continueclon paget62ffj ^ index Page by the SEC have the force of law Bank and Calendar of New Security Flotations. 1630 Investment Trusts .1623 "designed to correct the evils which we assume have given rise to this proposed rule." The IBA, M& Whipple continued, "suggests, .that the 'Commission, through appropriate sanctions, are make the NASD's rules of fair applicable, except to transactions in 'exempted securi¬ practice Insurance Stocks. .*.... .1622 Municipal News and Notes......... 1624 Our Reporter on Governments... .'.'1632 Our Reporter's Report.........7,.,.1617 Personnel Items Railroad Securities ....1620 ,...............1621 Real Estate Securities...;........... .1620 Securities Salesman's Corner,...... 1623 Tomorrow's Markets—Walter Whyte ■ Says .....................i........1621 Uptown After 3 .1626 ties,' to all who are not members of the NASD but who are regis¬ tered by the Commission." We quote, in part, as follows THE CHASE ; Board of correspondent SUGAR facilities Exports—Imports—Futures INCOirOSATO Member Federal Deposit Insurance 634 SCL SPRING ST. LOS ANGELES Corporation DIgby 4-2727 NATIONAL BANK Underlying Mortgage Railroad Bonds Bankers Over-The- Counter r service with Chase of INDIA, LIMITED Inc. Trade Broaden your customer NEW YORK CITY FROM JERSEY CITY 1 by specialists in Exchange Exchange, LAMBORN & CO. the Government Colony 7 Kenya Head Exchangee to and in Reorganization Bonds Uganda Office: 26, Bisbopsgate, London, C. C. Securities .Branches In India, Burma, Ceylon, Kenya Colony Exchange Bldg. NEW YORK Kobbe, Gearhart & Co. I BOSTON and DEALERS 15 EXCHANGE PLACE Trading Markets ^always Exchange ' Cotton N. Y. Cotton Groups in the requested to were ■ - Exchange other States " BE horn or Orleans Cotton Exchange And Jay N. Whipple 17 our HUGH W. LONG and COMPANY Pittsburgh" Williamsport Actual 7 Stock Commodity New \ MAY AUTHORIZED Buffalo Syracuse Wilkes-Barre Albany Troy York Aug. chair¬ of United ' 64 Wall Street, New York BOSTON PHILADELPHIA New men by Congress. 99 WALL STREET AND STAMPS Sanderson&Porter ' num¬ on The OF THE CITY OF NEW YORK A. S. MANAGEMENT PROBLEMS York in ber) NATIONAL BANK / "' v New sociation (ap¬ proximately Mr. Whipple also observed that each Invest Established mem¬ ber of the As¬ the rules of fair practice enacted by the National Association of Securities—Dealers and approved also SURVEYS AND REPORTS Chicago each xo 1. sion a of the. proposed rule copy 600 authority securi¬ ciation sent from the text of the IBA state¬ ment to the SEC: " 1623) in ers vestors. , the classes of deal¬ tend to destroy the value of many securities in the hands of in¬ Has not the Commission shown " : 1. Is against the public interest. be impractical and roses its to importance to all types and ties, the Asso¬ : - Have opinions and viewpoints of the industry can never pass? In its press release of last week, the Commission frankly noo~soon7 being-kept-open-only admitted that, in the beginningthe discussions regarding two days, to allow sufficient time minimum capital provision, it had originallybeen favorable for Victory Fund Committees to toward the proposal, BUT LATER HAD CHANGED ITS really do a job of distribution. MIND. ■■ Moreover, the bank made a ■; A.;.-'^ v point of the fact that the bonds This is the sort of straight-from-the-shoulder talk that both ■-/ • 2. Would W^ik viewing with satisfaction the results of this bat¬ we oversubscription was the fact that the books were closed of •' • proposed up usual heavy were rule: counselled moderation and tle the staff. Due Whipple, who just recently . ings are interesting in;view', of the fact that government market men "are understood to have urged that more consideration be given the *■* pull con¬ cerning it. \ short in its tracks—-to listen to the voices that unworkable. 3. Would force justice, shows what cairii he done grade small dealers October financing at if the people in the securities business' will only get to¬ ness.; length and its find¬ 4. Would restrict gether and fight for their established rights." / k v York, in its current review, dis¬ The Investment Bankers Asso¬ ciation of America, responding to by your execu¬ the request of the Securiites and other members of Exchange Commission made on the staff." The statement, he added, July 29 through Mr. Treanor, is to subi "reflects the combined opinions glad mit its com¬ and reactions of a large propor¬ ments on rule tion of our membership, . . ." all of whom were provided with X-15C1-10, as proposed by a copy of the proposed rule and tive the board _ Who says the power of united action in Wall Street is dead? The * fact that the SEC was impelled to stop—to The Proposed Rule In Its General Application the serious effect promulgation of this rule would have on the securities Almost v in the future. conclusions which . man's • ' reasons and Last June, only four short months ago, the members of prompted its decision. In .making available to members of the IBA the text of the the NASD awoke one morning to find a strange sort of report opposing the suggested<8> — —— ballot upon their desks. They were asked to vote (among regulation,' President Jay < N, PART I several other things) as to whether or not "the size of a Whipple said that "Recognizing is to stress on the advice of this group Copy The Investment Bankers Association of America informed the Securities and Exchange Commission on Oct, 29 that it was opposed to the Commission's bid and asked disclosure rule, X-15C1-10, and in a ' with their protests. The pages of this publication were filled with the courageous letters know the condition of the mar¬ of dissenting dealers throughout the country. ket are available to the Treas¬ The New ury, in connection with its York Security Dealers Association/ and their able President, successive undertakings, but it Frank Dunne, entered the fray, in line with the traditional is quite evident now that their policy of the association— A group of New Jersey dealers, counsel was not given much headed by Russell V. Adams and Van Dyk MacBride, weight on the aforementioned occasion. also joined in the battle to defeat this absurdity in regu¬ ! In view of the outcome, the in¬ lation that posed as a reform, and opposed the scheme, as teresting question now is whether did Leslie B. d'Avigdor of this- city at the SEC's public or not Secretary Morgenthau and ■his aides will place a little more hearing on the minimum capital plan. : Men a Opposes SEC Price Disclosure Rule As Not in Public Interest, Impractical, Unworkable Rejects NASD Minmium Capital Plan V Price 60 Cents IBA Fight Won! By JOSEPH HAYNES REPORT last Thursday, November 5, 1942 CHICAGO DETROIT PITTSBURGH GENEVA, SWITZERLAND Members 7. Security Dealers Ass'n 45 Nassau Street Tel. REctor 2-3600 New York Teletype N. Y. 1-676 Philadelphia Telephone: Enterprise Aden Subscribed and 6015 Paid-Up Capital, Capital Reserve INCORPORATED N, and Fund The Bank ,. .... conducts banking and Trusteeships also .£4,000,000 £2,000,000 £2,200,000 every exchange and Inquiries invited Zanzibar description business Executorships undertaken o; HART SMITH & CO. Members New York Security 52 WILLIAM ST., N. Y. Dealers Assn. HAnover 2-0986 GUARANTEED RAILROAD STOCKS-BONDS —v~iv Bell Teletype NY 1-395 BO. Kew York Montreal Toronto Gr. 9-6400 Telephone NEW YORK N.Y. 1-1063 52 Broadway Teletype THE COMMERCIAL 1618 """" ''Trading" Markets in: . ... * , " / 717 in We Maintain Active Markets Liberty Aircraft Chas. Pfizer & Co. R. F. U. S. FUNDS Quebec Pulp & Paper Pfcl. Common Gold Bulolo Missouri Pacific • /• Noranda Mines r ;• his : ■ 40 New York Security Dealers Ass'n Exchange PL, N.Y. Members N.'Y. Stock Exchange HA 2-2772 115 ^ ) - , We make a market inr ^ / Long-Bell' ILwinfeerA Aso^/t Common Stock, 33|4 currently 33' has years, dicated earnings on noteworthy. In better part of $20 per share. Memorandum No. 260, .: y. will mailed be ofur Established Direct Wires 1926 to Members LOS . Co. <& ANGELES .Inquiries on York New Issues-in BeU REctor the Teletype NY 1-1288 HARtFORD these Section as amend its •4 be conformance A, " / ments of that ! REPORTED MISSING 263,000 owners ;/// OF MISSING WITHOUT ALONG WITH DEBTORS, WHO MOVE^FROM PLACE TO PLACE ANY APPARENT "TRACE OF THEM-. SINCE '■ : 1924, WE HAVE BEEN LOCATING MISSING PEOPLE GOVERNMENTAL DEPARTMENTS—LEAD- SECURITY COMMERCIAL DEALERS— BANKS CONCERNS, r for National • Association curities Dealers, Inc.' * Wallace. H. Fulton, ; I.,., FOR STATE AND ING : ._ LAW — •/ FIRMS TEL. PLAZA * of proposed and has laws which members Se¬ York. AVE., N. Y. CITY bers brought before would .. us its require /' * In /'/:■,/:■ as a prospective mem-; v Denver, Colo. - > Denver . order;to consider the convened pro¬ was attended Victory Fund Commit¬ they have worked persistently tee public' hearing before the Commission. It we a by NASD's counsel' on the sale of War Bonds and Tax Notes; and second, they have been very active in the campaign for the Russell V. Adams and Van Dyk and certain of its officers. Several; Denver War Chest, which not only MacBride, for a group of New members of the NASD appeared comprises the philanthropic agen¬ Jersey security dealers,- members in opposition to the rule. cies in the Community Chest, but 2 This amendment was proposed about twenty/worthwhile war^ap^ curities Dealers, Inc.; by the Board of Governors of the vested adoption of a rule prescribing for brokers and dealers ties Dealers, Inc. (NASD) is an within its jurisdiction a maximum ratio of aggregate indebtedness to organization of brokers and deal¬ net capital of 2,000%. The reasons which impelled its adoption of the Commission ers said* : Association pursuant to the powers National Association of Securi¬ announced the case, In , EsMfisliistg Maximum Co-incident with its rejection of the proposed NASD minimum Securities and Exchange Commission on Oct. 29 the ^ a posed rule Dunne, President; ,(New York Security Dealers Associa¬ tion, New York City.' '%''/; r/' capital rule, the the BRIEFS a by-- membership that all and have to an : « regulation, ■* 1-119 NY DEALER Incorporated fixed, minimum net Executive capital of $5,000, if they deal di¬ T. Frank ' ; IncS@figtecSgiess Ratio For Brokers And Dealers ; Teletype Senate, was been amendment condition of , Text Of SEC RgIg 1938 . f/• - - -. Dealers Ass'n,. New York 4-2968 . AND 3-9030 in the Securities, Exchange" Act as amendment thereto/ ;:;/; r- Yv Security during the month of Director, National Association of rectly with customer^, and a mini¬ October,.-investment dealers, have mum of .Securities Dealers, Inc>: •> •, $2,500 if they do' hot ef-: • *. been concentrating on two highly Leslie d'Avigdor, :. for " Leslie feet- certain transactions 'directly important matters—first, as mem¬ d'Avigdor Co., New .'York,- New with the public. ' \ ■: bers of the /. 515 MADISON SKIP TRACERS CO. ; / . JV. BroadwaV often called the Maloney Act, Maloney of Con¬ introduced it into the into, Baker, Hostetler & Patterson, by Lindsey, *5 ' ' / MemberT 42 Senator- FfanCis enacted :/ .IAppearances /;. ; LEAVING SELVES. require¬ "/ section, necticut Paul Frum and John W. THOUSANDS THE the 19"51- HUNTER & CO. as¬ WHitehaH because section; and disap¬ ' , Schulte Real Estate 65, national securities NASD has of valuable securities, stocks "and BE LOCATED with proved/-.1 • .•■•V: dormant bank -account's THESE CAN Common 1.,Relevant •portions of Section 15A will set forth in the course of this opinion/ The the proposed amendment is not in ' Preferred NortheasCn Water & Elec. 1934.1 requirements ' Community Water Service //■■•"/'i of condition of membership, held as a New';',.' The Association is registered us as a in issues in these cities invited on — with ' offices our Offerings Wanted sociation—under: Section- 15A of of the SecuritiesExchange Act- of 15A by-laws to provide for minimum capital • — try. Exchange -Act arhended, having proposed PHILADELPHIA — — 'D*•';/ /' Securities • 1934 Cities'Invited''i Securities Associations registered .under Security Dealers Association — National ■>A national securities association \ 2-8700, to BOSTON — Yorlt Broadway, New Phone: of -. - - 120 Ward Rules request. upon Inquiries subject, which also subject/follows: Long-BellTumber*Co. to wires ONeans, La. and Birmingham, Ala, .makes reference to, the public hearing held* on the - descriptive of Company Analytical Department. '/ ' Opinion Disapproving Proposed Minimum Capita! By-Law Of NASD ; ; NY 1-1557 Direct with Bankamerica now St., New York, N. Y. V; " ; & Co., is a regular session of the Securities and. Exchange Commission held at its office in the City of Philadelphia, Pa.-, on Oct; 28, 1942, the Commission disapproved of "the so-called minimum capital amend¬ ment to the by-laws of the National Association of Securities Dealers. The complete text of the SEC's opinion on the opinion, the in¬ the Comftton Stofck for 1942 suggest the ' been Members New York Stock Exchange 25 Broad At / The improvement in Long-Bell Lumber Co., during the past few Steiner, Rouse & Co. / Text Of SEG's ',C ' ■/; ■> in their ,; >>/?■ ment with Revel Miller Teletype NY 1-672 " , O'Gara Coal Co., 5s, 1955 S.; J* Small, Jr.,/formerly in charge of the Statistical Depart-' " NEW YORK - , Bank- ; and Other Principal Exchanges j * BArclay, 7-0100 Telephone TELETYPE NY 1-423 BELL BROADWAY - of headquarters at their office at Spring Street, / Los South Angeles. GoodbodyaSl ;Co,SS^ 1920 Vice-President Company,- has been ap¬ pointed Southern Division Man¬ ager for the firm and will make 650 BROS. Debardelaben 4s, 1957 ANGELES, CALIF.—Paul Royce, •/////.,/'* Canadian Industries Pfd, y> Alabama'Mills america " , LOS - ......■,■//, f Dredging 5V4S, Serial Members --Thursday, November 5, 1942 For Bankanierioa Go. ; Canadian Bank Stocks ■ Established .^ tioyce Division for Canadian Securities Sedgley, Inc. KATZ ;; 1 4■f . , & FINANCIAL CHRONICLE in the over-the-counter in the Governors Association's by-laws. to the the According by by-laws, proposals must be1 approved by a majority of those mar¬ peals. been The investment business has than active more for several months past, with the principal in¬ terest in local securities. One or two have issues new with met favorable reception as well. There membership of 2,600 is voting;: provided that a majority appears. to be a more optimistic of all members vote. ; -: composed of firms of all sizes, lo¬ •which is given in.this issue of (b) The provisions of this rule the; investment men cated in many parts of the coun¬ (Continued on page 1627) i, ■ feeling .among Chronicle.; •.. . *. •' < ■ 1 • : ■;. shall not apply to any broker or here.—Arthur H,- Bosworth, BosText of the Commission's action dealer who (1) does not extend worthj Chanute, Loughridge & in promulgating the maximum in-' credit .fo any person- to whom hei Company 1 > * ' debtedness rule, titled X-15c3-l; sells or for whom he purchases' follows': ■i-d/ Lynchburg, Va. ^ any securities, and (2) does not ,':"v The new tax law is a highly encouraging step in the thawing of NASD set, forth are in its decision in the full text of ^ kets. Its v « , ■ Significanee 0f J942Tax Law To JnvesSers | The Securities and Commission, deeming it for the Exchange; necessary of the functions exercise vested in it and necessary and ap¬ propriate in the interest1 public and for the protection of investors so to do, pursuant to authority conferred it by the Secur¬ ities Exchange Act of 1934, par¬ ticularly Sections 15 (c) and 23 (a) thereof, hereby adopts the upon following Rule X-15c3-l: ' : (a) No broker or dealer shall permit his aggregate indebtedness to all other persons (exclusive of indebtedness secured by exempted securities) to exceed; 2,000 pdr centum of his net ive of fixed capital (exclus¬ assets and value of exchange memberships). carry money or securities for account of customers or the owe securities to customers,* incident to transac-1 tions with or for customers which money or except are as an promptly, consummated payment or That credit to be delivery; shall extended not by by deemed of 'a .reason bona fide delayed delivery of any such security against full payment of the entire purchase price there¬ ^ (c) This rule shall not become effective until the Commission not earlier than further and, in - order any of event, Jan/1, 1943. Chicago, Milwaukee, St. Paul 5s, 5s, Seaboard Air Line 5s, 1931 "A" 6s, 1935 ties market seeks tion in .A.Saxt<m&Ce.,Inc. 10 FINE ST., N. f F. Teletype NY WHitehall 4-4.9701 1-609 the a new investment firm. record good of to a Has trading a production and contacts. Can prove good some to be man to a good organi¬ Kindly address inquiries Box A, Financial Chronicle, Spruce St., New York. zation. 25 connec¬ over-the-counter trading department of valuable i the demand has been very good for of new the in Britain. However, legislation are we feel that the constructive features ex-^ long-term has in¬ six months The large investor should vestor. to 24 months been, previously. study the' make it by every / changes from 18 This re¬ deterrent that was prob- which worthwhile - cally change no of .recouping risk, and yet they have hesitated that far into, The anticipated profit' The small investor"should! to attempt a forecast losses: particularly about the! de¬ the future. of capital losses up to might occur in six to nine months $1,000 from his ordinary incomeL and disappear before two years And every investor should con-' have expired. Second, there is a sider the sweeping effects new complete •• criss-crossing of short tax trends1 may have on future and .long-term capital .gains and know duction and larger'in¬ a tive and likely to have cumula¬ effect broadening markets improving price levels. A more normal level of prices and marketability will facilitate the raising of postwar capital needs, enabling our system of private en¬ terprise ■- to continue with new vigor. The frotn outstanding improvements the vidual First, standpoint of the indi¬ will the be briefly explained. holding period for . a new impetus and ishing supply/has instrumental in The dimin¬ also been very moving the yields of representative Southern munici* pals to New unprecedented high levels.J underwritings have faded out of the picture refundings they are Local to coming stocks' have any along but few and far between. shown stocks moved hot however, great extent, tiles, have bank entirely-^—-some small are firmness, have been «A up tex¬ while very in¬ active.—-Ludwell A. Strader, Vice- President, Scott, Horner & Mason, Long-term gains and losses /' f>; recognized to the extent of Inc. : 50% for this purpose.-This elim¬ N. C. inates the predicament of having to pay tax on profits in one cate¬ North Carolina medium and better gory (holding period) at the same grade municipals continue to enjoy time that losses were .available in a good market locally, with a the other. Third, and even more scarcity of offerings and with helpful, unused capital losses, can markets.' -lpsses: securities a tax-exempt securities/ capital-gain shortened to carefullyk studied vestor is Trader with many years of ex¬ perience in the unlisted securi¬ or Seaboard-All Florida the local market as Revived interest of the 1975 2032 plete exclusion of capital gains and losses, from taxation would seem sounder business & Pacific New Orleans Great Northern and hardships evident: The defeat of the Tax Program of previous legislation. This applies to both corporations and individ¬ the Administration as. far as mu| uals. Of course, rates have been necessarily increased; and a com¬ nicipals were concerned has given in again moves a considering ably greater than many people the iuse of his capital in hew -ven¬ realize; Many investors in high of upon such delivery within; tures. No longer can he say that; income tax brackets feel that only thirty-five (35) days after such the Government takes most1 of his; long-term capital gains (with re¬ profits and that; there is practi¬ duced tax liability) are worth the purchase.■; fp;;: , frozen capital and in the removal of inequities Provided, tremely important, and should be be , are Winston-Salem, be carried over short-term investor for five years, as losses. an This gives an time adequate which to register "offsetting gains, either short or long-term. (Continued in on page Fourth, 1631) many ing of the medium grades bring¬ excellent prices. Low dollar bonds have been somewhat inactive although been some noted in improvement recent has weeks.— Vance, Young & Hardin, Inc. Volume Number 4122 156 • THE COMMERCIAL . Dealers may I ' . '41 V» jW* M&memtere9ted-%n~offertn(f$7vp'rr": $ 1619 •« ••• • B. S. 'J '' i li . & FINANCIAL CHRONICLE Fort Pitt : Bridge Works COMMON Public STOCK interesting for retail distribution > MEMORANDUM ON 7 High Grade AND COMPANY One Utility and Industrial can PREFERRED STOCKS New Member 1 ..... York Security Dealers Association , . ;7* * • 25 Broad - "* "* 111 Broadway,,New York BArclay 7-0570 Spencer Trask & Co. . .Company, inc. Street, New York Telephone HAnover 2-4300 ' « , . . ' ' can any won't ~ that say of one find | Foster Elected V.-P. FINANCIAL CHRONICLE Reg. V. S. Patent Office Company-V William B. Dana Publishers 25 , '■ \ BEekman. 3-3341 j i ■/ ,/7' 77* t Herbert D/Seibert, x , . ; • : Lee Wall ter as Editor and Publisher • . TAKE 99 WALL PLEASURE Mr. John the election of J. T-. b. Cornell, Jr. * D. Fos-j HAS week Vice-President and Director j V-... IN < Other 4-6551 Specialists In ESTATE_SECUR1TIES Incited In- Co. Title Co. Ctfs. Mtge. Co. Ctfs. Title Co.'s Bond DEPARTMENT OUR TRADING Mtge. and & all 1- MEMBERS NEW 7 ' Participations L.J. GOLDWATER & CO (ASSOCIATE) NEWYORK CURB EXCHANGE offices: EXCHANGE STOCK YORK other Trust Ctfs. Complete Statistical Information Townsend; Graff & Co. [every Chicago—In charge of .Fred H. Gray, Western Representative, Field Building (Telephone State 0613). London—Edwards & Smith, 1 Drapers' Gardens, London, E.C. V ■ Are Bank Thurs"day (general news and advertising issue) with a statistical issue on Monday! a ; Lawyers US WITH BECOME ASSOCIATED Riggs, Business Manager twice WHitehall Inquiries , Thursday, November 5, 1942 'Published fop Lawyers William Dana Seibert,. President William you can elsewhere! or STREET, NEW YORK We ANNOUNCING THAT IN REAL Higginson Corporation, 40t Street, New Y01& City, an-' nounces that many Obsolete Securities Dept. 'Teletype NY 1-5 Higginson . V77 Spruce, Street, New York ' almost I WE Of Lee • ; about bids—and our Telephone: COMMERCIAL* and you ours—in the sheets Members New York Stock Exchange ' * Teletype NY i:i026 Victory! top this! REQUEST We Schluter & Week Nearer INC. NEW YORK 120 BROADWAY, Members New York Security Dealers Assn. 39 CORTLANDT 7-1364 TELETYPE " Broadway, NY 1-2696 HAnover New 2-8970 York, Teletype Y. N. NY 1-120S , Copyright 1942 Company.. • William by Dana B. "V;'"X,""1 . Reentered - : SEG Enters Action To Get Court Decision second-class matter Feb¬ as ruary 25, 1942, at the post office at New York, N. Y„ under the Act of Mar. •3, 1879. ' ■ . ■; ■ On Role Governing . Subscriptions In United States and Possessions $26.00 per year; in Dominion of The a $27.50 per year; South and Central America, Spain, Mexico and 'Cuba, $29.50 per year; Great Britain, Continental Europe (except Spain), Asia, Australia and Africa, $31.00 per year. Canada, NOTE—On account of fluctuations the in the rate of exchange, • remittances for and advertise¬ must be made in New York fund*. foreign ments subscriptions wReal Estate Bonds markets for issued NEW BANK & TITLE & YORK Foster has been a partner of Spencer Trask & Co. since Jan. 1^ 1940, and for York New St., N.Y. Bell the Bond as Club Presi^ of New Chairman of the New as Group of the Investment WHitehall 4-630D Teletype NY 1-2033 V will have NY Security Dealers j Prepare Eleclion Slate The New York Security Dealers Association that announces counter dealers' sidered especially view bearing a action in licenses is con-1 significant in broker the transaction. every civil action filed by Stew¬ J. Lee Co. charging that she Helene was Hallgarten against investment counsel. nor dealer's "The closing omission in Customer and charge The defendant denied all deal fairly with his prices bear¬ ing some reasonable relationship to (he prevailing market." ; ; sociation. Townsend, Graff Go; Townsend, Graff & Co., 120 Broadway, New York City, mem¬ bers New York Stock Exchange, announce that John B. Cornell, * Jr., has become associated with -them in their trading department. 'Mr. Cornell was formerly with Roggenb.urg & Co. and more re¬ four ' cently with Corporation. . .suggesij Atlantic Investing • 7- 7\7/ 77' , of The next annual elec¬ the of Association will the elected for will nominees bp period of three years. The terms of the following Gov¬ ernors a expire: John J. O'Kane, Jr., Clarence E; Unterberg, Frederick C. Kraehling; and there is one vacancy to be filled. All suggestions should be mailed to Tracy E. Engle, c/o New York Security1 Dealers Association, 42 Members Opens (Special to The Pinancial Committee of are: the R. a Engle, once was mah to new for the job/ The an emperor, so drive his emperor he had been associated since 1920. Three pointed out the side. He told each driver to drive around the road as the near safe,his The - horses edge first as fast and as candidates showed course he thought candidate furiously drove and came foot of the edge. galloped the horses a second faster and gone and how near the edge. More Jlnnouncing NO « • • The even 'Oh, I • . " ' Than' A west south or good business I can.' Our bond this presented for those who, like the emperor, demand a rea¬ sonable amount of safety in their investment vehicles." edge E. WILMINGTON, DEL. — Eugene duPont will be admitted to — ■ Bell 25 Experience Preferred Wanted by progressive over- the-counter house. Should, have giving full ticulars to Box K par¬ 41, Financial Chronicle, 25 Spruce St., New York. Co., Nov. 12. We Offer: shares 500 Century Old PREFERRED California Water & Telephone Co. 6% Cumulative Preferred 2% Times Current Earnings $25 System Teletype par yield 6.06 (1940-1941-1942) . . & Co. Telephone HUBbard 5320 St., Boston - Box partnership in Laird & Nemours Building, as - of W. A. Hennessy Teletype NY 1-1790 the utilized. limited To Yield 10% 24 Federal Telephone Dlgby 4-7900 be contacts. Write To Be Laird Partner Less -Than Three Years Earnings Establishe^, 1915 knowledge of can TRADER Approximately Half Book Value Approximately Half Ten Years Earnings Robert C. Mayer & Co., Inc. South¬ Coast) Real Estate Bond as Approximately Net Quick Assets (per share) •■-.I. Pacific Financial Chronicle, Spruce St., New York. week is BONDS—NO Less Than other in¬ in P4, ■ 30 Pine Street or (preferably SELLING v company stitution going to ride in that chariot and staying as far away from that i OUR REMOVAL TO X insurance bonds, seeks house, bank, some up within six inches came and position with for the trials which JONES & LAMSON MACHINE CO. ■ stocks ter I'm Otto Fitzgerald & Co., Inc.:. / years' expe¬ dealing in over-the-coun¬ the story goes, who was looking chariot. Chairman, Engle, Abbott & Co.;. of the drop. The third walked H. Steindecker, New York the horses and stayed away from Hanseatic Corp.; George C. Col¬ the edge as far as possible. 'That's lins, Huff, Geyer & Hecht, Inc.; the man for me,' said the emperor. Leo.-J. Goldwater, L. J. Goldwater The other candidates objected, National Bank, with which & Co., and * Vincent Fitzgerald, pointing out how fast they had Ky. — D. P. Newell will conduct a general securities ; business in Maysville. Mr, New¬ ell was formerly cashier of the rience with one Stocks & CAN YOU USE ME? along the edge of a mountain^ a drop of about 100 feet on yeah,' said the emperor, 'well, I'm ran within Nominating Tracy "There for Chronicle) Maysville, State Stroud & take Broadway, New York City. D. P. Newell Stroud & Co, Tells How To Pick A Chariot Driver Co., 1429 Walnut Street, Philadelphia, in commenting .on the Pittsburgh, Cincinnati, Chicago & St. Louis 41/£s, relate the place Jan. 5, 1943, at which time following story: ■ ■ tion 7 invited to Bonds MAN—48—Many where ... are nominees for Governors of the As-, Canadian In dis¬ spread between the market and sale price, when that spread -is unreasonable, renders misleading and fraudulent the that he will $3,600 and there¬ fore seeking rescision of the pur¬ WH. 4-8980 Teletype N. Y. 1-142 the had of Broadway, N.Y. * quoted from the Act: lips Petroleum which she claims value CHARLES KING & CO. 61 Specializing {representation, implied from his holding himself out as a dealer, a Funds the SEC paid $5,000 for royalties of Phil¬ art American fraud, of In its brief in the case, — of, the fact that the Com¬ is proposing a new rule it obligatory for such -The Bought—Sold—Quoted future SEC rulings on In charges mission Nominating Committee will hold a chase. meeting at its offices-on or about. Tuesday, Nov. 17, 7942. ^ Members John B. Cornell With Securities <e> cases. firms to list the "bid and, ajsked" u Exchange decision Commission's price in COMPANIES Stock final making, - TRUST COMPANIES MORTGAGE the over-the-counter The has been '7 " Newburger, Loeb & Co 40 Wall of York- PRUDENCE COMPANY Members many years Bankers Association. CITY but in contending it well known in investment bank¬ seeking court determination of an had sold the royalties at a price ing circles. He began his career, interpretation of its rule (Section bearing a reasonable relationship in the bond business with the firm 15-C-L of the Securities Act of to the market price and that it of Montgomery, Clothier & Tyler. 1934) used in revoking over-the- had acted as principal, not as dent by Canadian in against Stewart J. Lee Company, New York entered dealer, charging that the dealer had made excessive profits asking that the deal be rescinded. The Commission is not a party to the action, having filed its brief as a "friend of the court," Mr. York and certificates Over-Gonnler Profits Commission has filed a brief Exchange and J. Taylor Poster Mr. Foster has served all mortgage civil action and securities • • Securities BS 123 CRAIGMYLE, PINNEY&CO. Members ONE New WALL York ST., Stock NEW Exchange YORK Telephone WHitehall 4-5290 i*" THE COMMERCIAL & FINANCIAL CHRONICLE 1620 <7 i jjy, *4 jHfawjim,»lw >t Thursday, November 5, 1942 l! UTILITY PUBLIC am* n •n'to.iVi J.1U 4 ITEMS Hotel Securities INDUSTRIAL m Analysis RAILROAD request on If contemplate making additions to your personnel, please send in particulars to the Editor of the Financial Chronicle for pub¬ MUNICIPAL you lication in NEW BONDS Incorporated Members INCORPORATED Boston Detroit Milwaukee New York Teletype NY 1-592 NEW Omaha YORK, Dimond Y.—Renwick N. has affiliated become with Wertheim & Co., 120 Broad¬ NEWARK New way, York nounced. City, , is it , . . United (Special J. R. Wiliiston & Co., INCREASED HOTEL BUSINESS previously expounded upon hotel securities and the benefit that should accrue to them from a market standpoint from increased business but aside from giving a few specific in¬ This stances such J. S. Established New 2-4383 ... - J. II. Opens Dice; 1941 sales room 509 OLIVE ST. Co., 85 Devon¬ (Special The Financial to CHICAGO, Chronicle) ILL. —Thomas M. Barry, Sr., has become connected with Ryan-Nichols Co., & (Special So. La was formerly with Thompson Ross Salle Street. Company Mr. Barry and in the Continental announces about operations and liquidate as cease of Oct. (8peclal 31st, this year. Cadet Pilot, and R. Kenneth Milburn, formerly Secretary-Treasurer, is 'now a dent, is now a Lieutenant of Field to The FRESNO, Ralph W. Milburn, Vice-Presi¬ l* 17%% about and the next Jos. Mr. year B. Mattei firm; will to office an CITY, MO. —James Jr., Avenue. (Special at LONG to The Chronicle) Financial BEACH, CALIF.—Her¬ Vogeley, formerly with exchanges, Gatch & Co. have SECURITIES P. Members New York Stock Exchange 40 EXCHANGE McKinney Bell will be PL..N.Y. DIGBY 4-4950 Teletype NY 1-953 Manager of the Sales Department Co., and John now asso¬ LOS Roy W. Jordan, and member of the Exchange, will be representatives. Other for¬ L. Lacey, sales mer Gatch employees with now G. H. Walker & Co. are Clarence Maender, who will manage the Stock Department, and Al¬ J. Bank bert sales who will be representative. Gruenewald, a NASD Dish 13 Names Nominating Committee Henry G. Riter, 3rd, of Riter & Co., Chairman of District No. 13 of the National Association of Se¬ With the market in the tenor Chairman William J. Minsch of Pierpont V. Davis of Harriman Ripley & Co., Inc.; Frederick C. Kraehling of Frederic H. Hatch & Co., Inc.; J. Winner Parker of Parker & Weissenborn, Inc. Positions terms Laurence M. to be filled expiring Jan. Marks M. 15, for the quently Co., Governor; Rus¬ & of Adams & Muel¬ sell V. Adams, ler, Harry W. Beebe of Harriman Ripley & Co., Inc., Richard C. Rice of J. K. Rice, Jr., & Co., and Heqry G. Riter, 3rd, of Riter & Co., members of District No. 13 Committee, t • • - ■ - - - » , & Mr. Peek¬ more or due the war allowance will news less extended position depend; in should be large very released—after made for The in the Gas past with was Electric and Se¬ to The Chronicle) Financial Savings Building. (Special SAN to The Financial Chronicle) FRANCISCO, CALIF. — bury, and Ellis P, Tavernetti have been added the staff of II. to Baker & Co., Russ to The TOLEDO, has Lang Chronicle) Financial OHIO —Thomas affiliated become First R. Building. Cleveland W. with Corporation, Building. Mr. Lang formerly with Bliss Bowman was & Co. and (Special Securities, Inc. to The Chronicle) Financial YOUNGSTOWN, OHIO —Thos. W. Stroh has rejoined the staff of Otis & Co., Terminal Building, Cleveland, Ohio. Mr. Stroh was recently with Borton Dorton, Incorporated. Dealers fed Brokers as a measure ANGELES, CALIF.—R. J. been added to the re¬ upon conse¬ extensive more Must File The Securities Reports and Exchange Commission is planning to extend its power the over investment community, it is learned by to be effective brokers and 1 Jan. dealers rule a requiring to , file fi¬ nancial statements with the Com¬ mission some at least once a In year. certification by an in¬ cases dependent accountant will be mandatory, according to a provi¬ ChronlcM Financial of America Building. elections—and a to sion of the rule. Reports under the rule will per¬ mit the SEC to study for the first time the financial condition of all registered 1 (Special to The Financial Chronicle) LOS ANGELES, CALIF.—Clem¬ ent J. Hogg is now connected Morton Seidel & with 458 South Co., dealers and brokers directly instead of through reports filed with changes stock various and Commissioners. ex¬ Securities State Under the new re¬ Spring Street, as a salesman cov¬ far.3>ering the Santa Monica territory. Looking at the picture in its Supporting Factor For the past 10 years Mr. Hogg broader aspects, we believe the Supporting market factor dur¬ was with E. H. Rollins & Sons, market is in the early stages of a ing coming months tending to off¬ Inc., in Los Angeles. major recovery movement and set seasonally adverse elements that any worthwhile setback will be a series of favorable earn¬ (Special to The Financial Chronicle) should be regarded as providing LOS ANGELES, CALIF.—Lloyd ings releases and liberal dividend advantageous buying opportuni¬ actions. P. Ilelmick has been added to the rule the SEC will be provided with enough knowledge of deal¬ ers' set-up to prescribe changes in capital requirements. Indication that the SEC is, moving into phase of control is seen this in its dis¬ ,, ties. Corporation Tax Selling Factor with which the managements this did not make the mistake of year market last year of staff C. L. South Spring Wells & Co., 724 Street. underestimating year the error has (Special to The Financial income without limitation. Nevertheless the market will be called upon to absorb some amount of liquidation for tax pur¬ poses—all of which at least In short, cause some tend to irregularity. may don't think that very much progress is likely to be made on the upside during the immediate future, except in the case, of.. special, situations, we mit the adoption of a more liberal Water Street. policy merly the than would otherwise be case. In for addition the bill contains operating come on utility used to pay dends; Co. rule that dealers in the are over- limited to aggregate indebtedness 2000% of net capital. of an The under report the uniform form new to be will rule worked used be the out by the Commission and the industry dur¬ ing the summer, with a few minor changes introduced by the SEC. one Neglected Opportunities There number of years. are many opportunities in solvent rail bonds which have (Special to The Financial MINNEAPOLIS, Chronicle) MINN.—Chas. with Coucompany's in¬ per-Eckenbeck & Co. and John J. preferred divi¬ Seerley & Co., has joined the staff that part of an Dealers and the substitution of its Mr. Hewitt was for¬ Ryan-Nichols & a fairly large number of relief pro¬ visions, viz: (1) exemption from the 16% surtax a with National Association of Securities the-counter market Chronicle) This during com¬ taxes. MIAMI, FLA. — Herbert N. in ing weeks will be year-end tax been overestimating taxes. Crowder is now connected with Hence most companies selling. will be Corrigan, Miller & Co., Inc., Se¬ This year, because of changes crediting back to the income ac¬ in the treatment of capital gains count fairly sizable sums by rea¬ curity Building. and losses, such selling will be of son of the 80% over-all tax ceil¬ (Special to The Financial Chronicle) much smaller proportions than ing. Moreover, the 10% post-war MILWAUKEE, WIS.—George P. last year, when .capital losses credit, while it may prove some¬ Hewitt has become associated with could be offset against any kind what illusory, will Certainly per¬ The Marshall Company, 762 North of approval of the minimum capital requirement proposed by the own in will have to contend 1943, of of Laurence Marks Witter Dean action than has developed thus the Minsch, Monell & Co.; Joseph W. Dixon of Graham, Parsons & Co.; a however, of con¬ Francis A. Nagle, William P. Sea- become staff of H. R. Baker & Co., Bank sult of its protracted rise during recent months, the possibility of a reaction should not be overlooked. *. The extent of any downward curities Dealers, Inc., announces appointment of the following Nominating Committee: with has Downing has Slock Market Comments readjustment, become Fewell, Marache & Co., San Diego Trust & Chron'cle) Financial was (Special , St. Louis Stock has af¬ firm, David R. Mitchell & Co. Jordan, Elmer The I*{ Peekinpaugh inpaugh for G. H. Walker & H. become previously with Bay¬ ciated with Blair F. Claybaugh & ly Brothers in charge of their local Co., 72 Wall St., New York City, office and served in a similar ca¬ in their trading department. Mr. pacity with Edgerton, Riley & Mitchell was formerly for many Walter. In the past he had his years head of his own investment own firm in Long Beach. SHASKAN & CO. ated with them. Clifford has Co., Security Building. David R. Mitchell is affili¬ Chronicle) DIEGO, CALIF.—James D. Kent, formerly with Searl-Merrick Company and H. J. Kircher & Co., has become affiliated with BEACH, CALIF.—Ever¬ associated na¬ that several of the former partners of ! to LONG ett announce become Brothers, (Special David R. Mitchell Is ? Stock and other leading tional \ : > Co., MARKETS IN REAL ESTATE &Co., Broadway & Locust Streets, Exchange filiated with Halbert, Hargrove & .1. H. Co., First National Bank Building. TRADING ST. LOUIS, MO.—G. H. Walker members of the New York Bayly ment Join C. H. Walker Go. ,1: bert .. (Special the ing, to conduct a general invest¬ business. Financial Bearse (Special 304 Fourth National Bank Build¬ Former Gafcfi Partners W. Chronicle) The Financial KANSAS more establish The & Home Bank (Special War O. Brooks, President of the Members St. Louis Stock Exchange Eugene SAN Chronicle) Financial Building. Burton, fense work. by about 8%. — PETERSBURG, FLA.—Er¬ Mr. Bearse CALIF.—Sydonia B. Chance is with H. R. Baker & Co., Artillery. Hesse, to 1 Chronicle) OREG. nected with Florida Securities Co., Florida National Bank Building. 105 previously with Vice-Presi¬ United Funds Management Cor¬ 1942 greatly exceed any previous dent, will after Nov. 1st, devote corresponding periods since 1931, his time to carrying on his insur¬ poration, has joined the staff of exceeding the 1941 period by ance business, and engaging in de¬ Harris, Upham & Co., 912 Balti¬ Teletype—SL 80 il V by & Street. Milburn, ex¬ Financial Chronicle) WICHITA, KANS. — BrooksInc., 305 East William, past was with the that their company will Illinois National Bank & Trust Co. 1932. of Financial MASS. —James B. joined the staff of has Securities 17% and 1940 by about 12 V2 %; in fact, with the exception of the 1939 World's Fair year, dollar value of room sales exceeded by a considerable margin any previous correspond¬ ing period as far back as 1932. Food and beverage sales for the nine months through September, Co. » Brooks The Goddard i shire w,. , Brooks-Milbarn Closes; as SAINT LOUIS System . , tively; in fact, it exceeded any corresponding period as far back N. J. ceeded Bell v , exceeded the correspond¬ ing periods in 1941, 1940 and 1939 by 8.57%, 9.63% and 6.8%, respec¬ Dollar value 4 Hotel St. George it has not shown \ cupancy ST. LOUIS St/x - to BOSTON, Boynton of 1942 show that the average 3-3430 Phone—REctor York Hotel Lexington and The Associated (Special compiled for over 30 hotels for the first nine months oc-^ Figures 1891 18 Clinton St., Newark, MArket as that the increase is general. Rippel & Co. to curities Co. has column 115 Broad¬ ;' way. Corp., Courtney is with Camp Inc., Porter Building. ST. YORK, N. Y.—Martin G. Securities PORTLAND, an¬ . Missir has become associated with Bonds Chronicle) Florida Bank Building. nest NEW Jersey Municipal Financial with the B. New The FLA. — James M. Wilcox, Jr., has become affiliated & Co., has joined municipal bond department of Shields & Company, 44 Wall St. "• - 41 Broad Street , Philadelphia to ahan,' Harris . . Association Telephone HAnover 2-2100 CHICAGO New York " York Security Dealers New (Special ORLANDO, Locke, for the.last .10 years with the municipal bond firm of Stran- Seligman, Lubetkin & Go. A.C.ALIXN"® COMPANY this column. YORK, N. Y.—Homer F. G. Woehler, previously (2) exemption from the of C. D. Mahoney ■& Co., Roanokfc (Continued on page 1629) •v Building. c . • ) > . • hitherto been overlooked accord¬ ing to the current bulletin issued by Strauss Bros., 32 Broadway, York City. Copies of this interesting bulletin giving further New information may be had Strauss Bros, upon request. from > v hit- Volume 156 Number 4122 if HE COMMERCIAL & FINANCIAL CHRONICLE not as 1621 would like it to some r * Tomorrow's Markets Defaulted Railroad Bonds Last week, after an early decline, prices rallied. In my opinion the rally was partly Walter Whyte based Says today—the elections. But this effect has already worn off, or will on the headline have Abitibi Power & Paper 5s, 1953 Brown Co. All Issues of Canadian Pacific and the market will again.: Right now, the big reality, the to optimism. Market still finds only important reality which recent highs tough obstacles. really matters, is the war. If Suggest waiting for antici¬ you can find an answer to that pated reaction before new then you'll have an answer to the market. I can't, so I have buying. By WALTER \ ' WHYTE what The beautific smiles you see in Wall Street today are based only on tion thing—the elec¬ one results. Even the war clues action. I can $ ; from week. seemed news. manage Senate seats House and about 22 this 115 again. the current, action to of the war ef¬ relieve taxes, remove my a Whether management fort, a de¬ or business restrictions make the market one opinion. Reasons ers are see little in change given such wide publicity content to * * given that "hold¬ nice skyrocketing affairs impress me.. Holders seldom everybody secretly longs for, sell on dullness or advances. is too much to expect. Per¬ They sell on weakness. I haps war efforts will be in¬ think such weakness is right tensified. Perhaps taxes will around the corner. Until this come down. Perhaps business occurs I have no intention of restrictions will be lightened, recommending - J n e w.J pur¬ and perhaps the market may chases. " * ❖ < # K again become one of those af¬ , ■ i( fairs. ;l But all know these we "perhapses" are just wishful thinking. j' For so far the as so war I have been asked to give much my long range market views. Even if I shrugged off the war, I still wouldn't know is con¬ how to answer such a ques^ tion. My definition of '.'long of the military and the Cabi¬ range" is probably different net and no minor change in than the majority interpreta¬ the House or Senate line-up tion. I like the market so long will change that.; If you think its action satisfies me. Some¬ taxes are coming down, times I like certain stocks for brother, you'd better take an¬ days, sometimes weeks, and other sniff. Taxes are here to sometimes months. In my last cerned it is still in the hands might as well recommendations I included Harvester and Union Carbide. yourself to the fact that they'll be a lot bigger be¬ Readers are aware that I kept fore they're any smaller—a repeating my like for their market action for months. It whole lot bigger. stay and you reconcile '. •" * i * * . \ ; • ■ ■ still have a war on our business ropes long. will find ' * - - Business restrictions? and We hands more around its neck before 'i.VV:-;.'''.: ' • ■ wasn't until the market itself began showing top signs that I advised selling. Perhaps that means "long pull." I don't know. " U;. : * ... * •-!: ;• A professional speculator prefers to go home each night The market? Well, that's without a single* position. His something else. The market arguments are: He avoids has already shown its mettle. overnight accidents, and he ' It is has the one medium which can look at the market dis¬ realistic appraisal passionately if he's not carry¬ of the new conditions it has ing anything. On the follow¬ to cope with. It is not con¬ ing day, if he still likes his cerned with politician's clamoriginal position, he can re¬ orings or patriotic breast beat¬ acquire it. For, he argues, if ings. It reflects and antici¬ he were already long he could given pates Commission merce a conditions, as; t^ey #re, (Continued on page 1623)/:i ; Toronto Toad reorganizations in • markets in all the junior bonds Pacific, led by the General 4s, 1975 which sold at a new 1942 top of 10% compared with the year's low of 1%. were issues tion seems, that but based to the be little ques¬ interest Pacific the in General Chicago, Rock Island plan will provide far for treatment transactions the & Pacific R. R. Co. absurd It nature presumably, touched .off our liberal more for 1 WALL impatient WHUehall 3-3450 over the slow reorgan¬ ST. the record that would appear to justify the expectation that if plans are re¬ jected and sent back to the Com¬ mission that body will be inclined to give weight to war-swollen traffic in allowing a more liberal capitalization. In fact, the New Havejn case, where reduction- of some prior claims for interest was expected to release a larger al¬ of fixed new interest bonds to junior claims, should ef¬ fectively have stilled any such hopes. ; In the face of established facts, ;and particularly ing that the proposed ation of the new consider¬ capitaliz¬ Missouri Pacific appeared too liberal in the first place, speculation in the old Mis¬ souri Pacific 4s, 1975 at recent levels is ill-advised. ' . . Under ' the-reorganization plan courts, the Missouri Pacific General Mortgage 4s are the in now allocated common roundly 7.5 YORK shares of stock with respect to each $1,000 face value of bonds, At this in the reorganization pro¬ stage ceedings, the bonds should sell to provide an arbitrage profit of at least 25%., On such a basis the 18 to some "when the new common four, points LOUIS RAILROAD Minn. Minneapolis Minneapolis Minneapolis Minneapolis 1932 1934 & St. Louis 4s & St. Louis Central 5s 1938 Iowa Iowa Des & St. Louis 6s & St. Louis 5s Central 4s Moines & 1962- 1935 :rederic H. Hatch & Co. Incorporated Wall 63 Street Bell New York, N. Y. ings, particularly when it is con¬ sidered that under the most favor¬ able .circumstances' : completion reorganization and issuance of the new stock, may not reason¬ ably be expected, for a period of about a year and a half. •> •fjBy the time the reorganization completed^ may ;well, be that towards the stock. new purely temporary nature and permanently to the economy of the system. Construction of additional pipe a lines to meet the shortages in the well may mean additional competitive inroads when turn to the boom will be war end at least in conditions over sight. the or Under such dividends could a peace economy. we re¬ ; v : Certainly, where speculation in the common new stock is desired, cer¬ the St. Paul Adjustment 5s, 2000 tainly not be taken for granted. would seem a far more desirable Also, railroads as a whole face a vehicle. For one thing, the St. strong possibility of higher wages Paul reorganization should ba and taxes, and Missouri Pacific consummated before that of Mis¬ would certainly not be immune. souri Pacific, thus reducing the It is true that consolidated earn¬ danger that the new securities ings of the constitutent companies may not be delivered until rail¬ for the current year are estimated road earnings are on the down¬ somewhat above $25 a share on grade. For another thing, the St. the new stock, compared with in¬ Paul Adjustment 5s receive a dicated earnings of approximately larger allocation of new stock share last year. A fact (9.78 shares). At present prices of that is given less publicity, how¬ 4V2 for the Adjustment 5s, and ever, is that these estimates are allowing for an arbitrage profit arrived at with taxes accrued on of 25% as in the case of Missouri the basis of the old capitalizations, Pacific, the indicated appraisal of $5.40 a where the heavy debt grants rela¬ tive immunity from Federal in¬ come tion are the based power the of the reduced indicated new earning stock will be sharply. $6 a brokers on 'we blocks invite inquiries odd lots of or SEABOARD ALL FLORIDA 6s/35 Bonds & SEABOARD AIR LINE 1st 4s, '50, Bonds Coupon & & Registered 6s/45 ; to Frank L. Hawkes of the Exchange membership of Nel¬ B. Gatch. son & Partners in Marble commodity brokers, are: Preston M. Marble, - James F. Co., Schwartz, L. ners, Herbert H. Marble, Hawkes, general part¬ and Martin Curry, limited partner. . : Certificates SEABOARD AIR LINE Consol. is less Co., 14 Wall St., New York City, will acquire member¬ ship in the New York Stock Ex¬ change, as of Nov. 12 with the Frank Ctfs. common Marble & transfer As new share. To Be nyse Members the reduced debt and on charges, Paul St. than levies. When the reorganiza¬ is complete, and exemptions Bonds & Ctfs. of the is taken] War activity in the area is largely east Teletype NY 1-897 HIGHEST GRADE RAILS logically be considered as giving too high a valuation to war earn¬ has tion, high-lighted by the perma¬ nent loss of profitable petroleum] of We also mainlain net markets in issued" ' quotations. Even issued" prices may that deterioration not calculated to add or recent ] "when Prior place in the system's traffic posi-! timism Dodge 4s new common. to seem 1951 Fort nothing of the second pre-: say tonnage, this record would hardly to support any great op¬ 1949 5s on to ent & St. Louis New 2nd 4s, W.I. recent stock, above ac¬ earn¬ that, indicated earnings would] have amounted to $2.38 a shareof common in 1931, $4.82 in 1930,1 and $8.07 a share in 1929. Con¬ sidering the definite and consist-! , present price of the old bonds would give an indicated value of be 1940, inclusive, would earnings have been reported even the prior preferred stock,: ferred and the Teletype: NY 1-2050 (in reorganization) %& %■ There, is nothing in lotment NEW MINNEAPOLIS & and war ization progress. STREET, that earnings con¬ tinue to threaten the reorganiz¬ ation progress made to date, some new legislation affecting reorgan¬ ization procedure will be enacted. There is no question but that the Commission itself is; thoroughly may ings is also indicated by an ex¬ of the system's past earnings record. Not in any year IEROY A. STRASBURGER & CO. iously, it does seem likely that if .delays inspired by speculative en¬ thusiasm that any Senator proposal, weight amination is belief that the tax The from 1932 to revised' a bonds. this of Quoted corded the current level of almost discarded, and that Sold NEW YORK is 4s entirely on hopes of reorgan¬ ization (which has once been ap¬ proved by the District Court) will be Request — 72 WALL STREET of Missouri There on Bought Van Tuyl & Abbe We maintain net trading ; Issues general. most active and strongest spots in the reorganization group week Available All — The of RAILWAY COMPANY Com¬ rail-^- towards itself may not be considered ser¬ reluctant to sell" don't 1-395 Montreal SEABOARD AIR LINE Splawn, which were They apparently are also few weeks ago. a ignore the well established attitude of the Interstate while it is , IIAnover 2-0980 NY a letter from Interstate Commerce Commissioner Wheeler's ; ;!: and of those Yet I N. Y. Teletype Reorganization that the pending plan 113 but rallied back to about difference in the seats. will make SECURITIES last price. longer The Republicans did In the early part of last week to snag off some six prices did go down to about news. 52 WILLIAM ST., large number of speculators are content to ignore the implications of the Wheeler tax proposal for a levy of 90% on profits realized on reorganization securities, and the accompanying Volume cline to under the 110 no HART SMITH & CO. 1-310 SECURITIES Bulletin Quite obviously . when the market crossed 115. Last week I forecast is REORGANIZATION ; Progress and Earnings Missouri news Bell Teletype-NY RAILROAD : RAILROAD % ■ Well, the ,New York Bell A few weeks ago I said the Dow averages would get up to jumped up and op¬ timists began climbing out of their shells. But in spite of rallied on what everything, it couldn't get > incomprehensible through the 116 figure. * it Exchange its for the moment, to be 115-116; meet ^ trouble and far away. The big conversa¬ then back. down. You have tion pieces are the Republican already seen what happened things they promise. Unfortunately the market has a way of discount¬ ing such things. For late last Stock Hew York seems, victories and the York get ;>■'V: $ New Telephone—DIgby 4-4933 Post-Election rally gives rise to stick to the market and 61 Broadway ; realities face to -Member* v . Railway Noranda Mines, Ltd. Sun Life Assurance PFLUGFELDER, BAMPTON & RUST off before the week wear is over, news Defaulted rr. Bond Index The defaulted railroad bond in¬ 1. h. rolhchild 6c co. specialists in rails 11 wall street n.y.c. Tele. NY 1-1293 of Pflugfelder, Bampton & Broadway. New York City, shows the following range for Jan. 1. 1939, to date: high— Rust, ' HAnover 2-9175 dex 61 44; low—14%; Nov. 4 price-r42%.' ' THE COMMERCIAL & FINANCIAL CHRONICLE1 '1622 of the because 1 Automobile Insurance Bank and ; . Stocks Pittsburgh Inquiries invited in all . 7 7 other and leading 120 Dlgby Telephone 4-2S2S A. is the fact LONDON concentration in the 3 t Gibbs, Manager Trading Department) v 49 - contractors, and full others tion ¥ Bank Stocks ' Motors, the world's premier manufacturing enterprise, ac¬ complished that feat recently whemit announced the completion of arrangements for a billion dollar revolving credit to finance its pro¬ duction of war supplies. This is the largest bank loan ever obtained by a private corporation in this*s>country and is one of the really might get. The Regulation V loans outstanding events in the history will thus solve two important both of General the banking The ■. Motors industry as and Motors General of whole. a credit agreement will run for three and third a 1946. 2 interest The V2 % expiring years, annum per rate Feb. 28, will be the amounts on actually used and a commitment fee of l/8th of 1% will be charged on portion unused any maximum credit. is not of the General Motors TOTAL ASSETS % at time by the any point, about of conceivable and the more is war each commercial <•: Paid-Up Capital faintest other effort. Corporation, on 90 days' notice, in ing handled on SIR • by this work will be a doubt. and London, and efficient present many cution of the war. 7 Some 400 banks^ from Maine to General Motors regarding the ar¬ stockholders ■ Burton rangements for this unprecedent¬ of huge financing. The credit and guarantee agreements are being handled through the Federal Re¬ serve Bank of New York which ed has spent 11 years will act ,as. fiscal agent for the Government. A committee of five banks, all from New. York City, participated in the preparation of these agreements. The five banks were Bankers Trust Company,, Chase National Bank, First Na¬ tional Bank of New York, Guar¬ anty Trust Company and -J. P. Morgan & Co. Incorporated. 'J. 7 for need The additional work¬ ing capital by General Motors, to finance inventories and receiv¬ ables, has been brought about by J;he tremendous ment work volume of arma¬ assigned to it. Normal Capacity of the corporation is about $2,500,000,000 gross per an¬ num. By the end of 1942, it is ex¬ pected that output will be at {he rate of about $4,000,000,000 annu¬ ally and eventually a $5,000,000,000 level may be reached. This , would double be ^normal level. the peace-time company's production The General Motors situa¬ fred as credit, Chairman Al¬ Sloan, Jr., commented in. P. part of follows: the will give '--"An analysis of the trend of the I difficulties v of period the of t h e S depression 'Thirties and the substantial growth of General Mo¬ corporation the tors, able maintain to sufficient to peacetime has cash conduct operations balances its as been as to provide adequate protection against such uncertainties as can never be entirely foreseen. This has all been accomplished by Gen¬ eral the Motors use of Corporation without bank loans subject is " or other course. • Other- Military v ' a whole and, in the case hundreds of smaller corpora¬ .plant as of tions, their volume of production is being dred increased cent. per this point, several hun¬ Therefore, from it is obvious that bor¬ rowings under Regulation V will be greatly accelerated. It is a rare armament producer indeed which has not, by now, ex¬ hausted its own working capital. Many manufacturers, furthermore, have hesitated to go into debt purely on their own responsibility ed without regards the some war Street, a the with U. S. 77 E. C. - Banks ' A. : Cairo^ Register No. This, of reserves. course, by the Division are "Signaling"; " - "Fundamentals of Radio"; Army Paper Work"; "Map and Photo Reading" and instruc¬ tion in "The New Infantry Drill." Captain/ Paul Brown, author of "The ABC's of the I. D. R.," is Training Reinholdt & Gardner ings by General Motors Accept¬ Corporation, a wholly-owned subsidiary, in order to finance partner in Gatch & Co., which is being dissolved, ahd sev¬ into consideration ance sales- to dealers and to retail buyers. "With ST. LOUIS, MO.—Nelson B. Gatch, eral tion, Inventories of war produc¬ materials will neces¬ raw & FUND . . King . . . . AGENCY William OTIS ELEVATOR £3,000,000 COMPANY 7 Street, E. C. 7 and EGYPT the 't A : SUDAN ■ the New-York and to accept an procedures for approval Francis, Bro. & Co, and some time ago it took over O. J. Anderson & the time element involved in the and Co. and the Otis & Co. St. Louis branch of Ocipher 25. 1942. ' ■ appointment with the Civil Aeronautics ington, D. C.. % Administration, chiefly Navy. with the and the STANDARD • has this day on DIVIDEND NOTICES the 26 - 50(i Broadway New of . dividend per share; and Extra cash . York, October 24, 1042. —' ($1.00) Dollar per share has been declared on the Capital Stock of this Company, payable December 15, 1942 to stc-ckA of busi¬ three o'clock, P. M., November 16, 1942; Regular semi-annual cash dividend of LINE PIPE declared the following dividends capital stock, payable on December 15, 1942, to stockholders of record at close ness, BUCKEYE 1 COMPANY OIL (Incorporated in New Jersey) ; • THE . pilot training a the Army for Esso be The Board of Directors of the CAA's conduct of program will work connection in 7 " , Stewart's Mr. dividend of 500 per share. ^ Checks will be "mailed. One holciers of 20, the close of at record vember 1942. business No¬ A. C. MINTON. Secretary November 7, 1942 ' J. R. FAST, Secretary. Interesting For Retail Common NORTHERN 26 A dividend of been value) of this ing situation on October York, Thirty declared has par of Bridge Works offers Broadway New stock Fort PIPE LINE COMPANY Louis Stock payment of war products will increase fhe company's receiv¬ Furthermore, C. A. Sanford, Treasurer ;. )<{ew York, Department of Commerce, Wash¬ St. Exchanges and other leading Exchanges. Last spring Reinholdt & Gard¬ ner acquired the business" of and of work in process sarily be increased. necessary November 24, 1942. ..■Checks will be mailed. indefinite leave of absence an the 21, 1942, to stockholders of rec-. at the close of business on Ripley & Co., Inc., has been grants ed on >ord of .Harriman ., share value Common Stock have payable December no'par Stewart, Vice-Presi¬ Director dent,. and quarterly dividend of $1.50 per on the Preferred Stock and dividend ,of 35?1 per been declared, Pilot Training Program R. McLean 140 share 77' -7 R. McLean Stewart Joins / 176 Dividend No. Dividend No. Common ' „ employes of that firm, have of the Secretary £3,000,000 Gardner, 400 Locust St., mem¬ bers at Cairo become associated with Reinholdt expanding shareholders of record 1942 . COMPANY borrow¬ take to ' a Nelson Gatch Is With does not «';v. ' - of Eaton Manufacturing Company has declared a dividend of Seventy-five Cents (75c) per share on the outstanding common stock of the Company, payable November 25, ! : supplementary navigation will be those completing / this 7; 7" 77 7:„7 / 777"' planned DIVIDEND NO. 71 The Board of Directors October, 30, , investment of earnings and by the' use -of accumulated depreciation ®) ^8^ .. 1 principal Towns in • ■ common protection as > ables beyond what was normal in they peacetime operations. Thus, both business y Preferred . tion is typical of our industrial these • 7' Branches in all the A courses 7 t in aerial to open and in the Far East, conducting the drill glasses on the stock, ex¬ Floor of the New York Stock Ex¬ cept in one instance where stock change; All of these ^courses are was issued for the acquisition of open to the public. 71 ;., ... Fisher Body. It has been accom¬ plished almost entirely by the (re¬ additional in OFFICES: Office -■Commercial 0 borrowings and without the sale of Head •/ RESERVE of higher mathematics or required. course normal well • FULLY PAID CAPITAL 7 financial complete investors, of EGYPT :.v;.7 the over to interested LONDON tute, commencing Nov. 17th. B. E. HUTCHINSON H. C. STUESSY, A ten-week course in "Celes¬ position past 20 years indicates tial Navigation" under Captain that during that period, notwith¬ Theodore Nelson, U.S.N.R.7 Re¬ standing the demands of the great tired, will commence Nov. 16th. expansion of the 'Twenties, the No previous knowledge of the corporation's' most . NATIONAL BANK in "Elementary a course business Cleveland, Ohio In 1942, 7:;7/-V"'"; Colloquial Japanese" at the Insti¬ - of close 7 Chairman, Finance Committee ovet "Times," who New_ York the close of business November 10,1942. Crane, financial writer California, will participate in this line the service Berkeley Square, W. 1 " knowledge of German. a at EATON MANUFACTURING COMPANY the oldest With Australia, Bleibtreu, member of the York Stock Exchange, who has the out¬ 14, 1942. 7 ■*, Jacob citizen of the United Nations who "* In reporting to of - throughout German" at the New York Insti¬ guaranteed from $250,- 95% in the production, of actual tute of Finance, 20 Broad Street, 000,000 to $500,000,000; 85% guar-; war materials and the balance on New York City, beginning Nov. anteed from $500,1)00,000 to~$650,- high priority items which are re¬ 12th. The class is open to any 000,000, and 90% guaranteed from garded as essential" to the prose¬ maximum. offers travellers Threadneedle Military Courses record of November Papua and New Guinea. " banking and 47 000; 75% $650,000,000 to the. $1,000,000,000 It States Agency arrangements companies New tually 100% converted to war pro¬ acted as interpreter and interroga¬ duction and, for a majority of tor of prisoners of .war; with-the Order 9112, will be partially guar¬ these, several months may be re¬ General Staff of the Second. Army anteed by the War Department. quited to get back to a peace-time The General Motors loan will be basis. General Motors, for exam¬ during World War 1, will give a six weeks course in "Military 50%. guaranteed up to $250,000,- ple, is said to be operating about multiples of $100,000,000. This loan, like all others made under Regulation V and Executive all LONDON situation, have been vir¬ the on George Street, SYDNEY In and NY Finance Institute <- 7,7, New Zealand, Fiji, '■'■•.-29 share DAVIDSON, K.B.E., largest bank in Australasia. traders per stock, payable 14, 1942, to stockholders --, _£150,939,354 of New South Wales is 670" branches ' dividend of seventy- ($.75) December 8,780,000 Chrysler Corporation a standing-common * £23,710,000 30th countries. Has . General Manager . Offices The Bank our shadow of v i>, five cents .6,150,000 ALFRED Head "all-out" an yejop if . the war were to end sud-; denly.,. In Liability of Prop. Aggregate Assets Sept., 1941 ' primarily in the war That ON DIVIDEND \ -£8,780,000 — Fund 77 business, CHBVSUK CORPORATION THINGS FIRST FROM have declared * 1817) Reserve loans tect both the banks and the users (ESTABLISHED ■ Reserve like essential industry, will be engaged ' . The directors of banking1 system basis, patriotic-? ally, energetically and economic¬ ally, there has never. been 4 the all " BANK OF than likely, ume banking Treasurer i . NEW SOUTH WALES outstanding in the United States. the Walter A. Peterson, COMMON STOCK one specifically with govern'ment assigned business; "(2) origi¬ nal working capital of each bor¬ rower can be preserved intact for resumption of normal business when the emergency is over. Proceeds of Regulation V bor¬ rowings may be used only for war purposes. This will serve to pro¬ Thus ; Australia and New Zealand much;, prolonged, other payable December 1,1942,"to holders of such stock of record at the close of business November 13, 1942. : ' z Glyn Mills & Co. that "V" loans will exceed in vol¬ all - YOU GET THE GOOD from problems: (P) such credits will be up ( ■ 7%// Associated Banks:. , z It is. entirely be worked out. can £98,263,226 '. rapidly as the details mechanical if expand, as • /Williams Deacon's Bank, Ltd. all of the but will have it available reduction to use this will loans tied and, in the opinion of most bank¬ authorities, will eliminate the of chaotic 'conditions on call when, as and if needed. }likelihood The amount of credit ,is subject, ..such as might be expected to deobligated to qredit V that.a given Further-1 in the present era of "funny money" and astronomical expenditures. — billion dollars to make the financial headlines a . • 64 New Bond Street, W. I have gone production. General This Week ; Notice/■rs .hereby dividend- of 7'5<f per share for the quarter, ending November 30, 1942," has been declared on the 6% Pre'• fe'rred Stock of Atlas Corporation, October 30, 1942. Therefore, it is logical to expect that other leading manufacturers will shortly follow the lead of General Motors and that Regula¬ , *, Preferred Stock -■ Charing Cross, S. W, I / the. allocation of materials and labor is obviously being made where the largest facilities are al¬ ready available. " ' ~ ; ■ It takes at least E.C, / Burlington Gardens, Wi / more, „ Dividend No. 25, 6% ; - the major manufacturing concerns has had the inevitable effect of using, into '■/ Bishopsgale, E. C. 2 5 West Smithfield, - of of hands OFFICES:: ' the working capital of such companies even before the sub¬ t 7 on up ; 7 throughout Scotland " f 1-1248-49 Teletype—NY Bell . L. to the angle loan the orders war Telephone: BArclay 7-3500 J. NEW YORK Motors However, NEW YORK CITY BROADWAY, exchanges 1 WALL ST. Atlas Corporation OFFICE—Edinburgh Branches drawn up primarily to aid small and-: medium-sized businesses. Exchange Stock York New HEAD that Regulation V was originally Laird, Bissell & Meeds Exchange interesting General Unlisted Issues * Members Stock York 1727."' Incorporated by Royal Charter t One < New Royal Bank of Scotland expanding volume; the of working capital re¬ quired will be far in excess of anything that the corporation has yet experienced." : j Insurance Bought—Sold—Quoted Members DIVIDEND NOTICES con¬ amount National Union. Fire of materials and because, of stantly Fireman's Fund I speciaDconditions the * production ; cif . surrounding war. '..Thursday, November 5, 1942 (30) 28, Cents per 1942. tion for according tG an retail a Pitt interest^ distribu¬ memorandum share ($10.00 by Schulter & Company, Inc., Ill payable December record at the close the Broadway, New York City. Copies Capital Stock Company, 1942-to stockholders of of business November 13," 1942. 1, J. R. FAST, Secretary. - of this memorandum may be had from the firm upon request. -Volume t •THE COMMERCIAL & FINANCIAL CHRONICLE Number 4122* 156 1623 , I . ' . !.■ Tax Law 13 U jt ' Change mm «•*. mf P« ft ^ w «fr hp fjm ixmi'.oiwwr' % *• ■ f ""INCOME" NATIONAL SERIES The A PLAN TO BUILD UP YOUR BUSINESS « tax gains . treatment and losses changed in the PART III Income Tax of is compared law, ■. Buckley ;learn to sift the . occasional nugget from scores of; ■ with the crowd. run phoned1'"good, things;"., nevertheless sometimes, one run-of-the-mine point You become wary keep you of tele¬ "The LOW-PRICED statistical standpoint: 2. 3. i Lower I i — Fair — Good 4. Improved — Steady — Improved Financial, position. /iv;' Poor — Fair Poor— Fair Dividend 6. None 7. — Good -r — or Improved — — One-man company — : Fair Good — for. . • the forth : . , ' — the daily over-the-counter file for at least a year. ; . ' — — • ^ L/p:'-. ' - 1 - : investor and acclaim the or ; > ; ^ ( These sheets* are kept particular a . " : ■ evidenced by the bid and offers which ■.V,v'.'v,.."V;;v. important clue as to the reason for a decline in trading interest in a'specific security, or a resurgence of that interest. Spon¬ sorship or the lack of sponsorship is one of the most vital fac- activity, especially in ,: Over-the- the * Counter Market. Next week, we will take up in part four of this series, some ideas selling our customers, "special situations" after we have made Their discovery. - 25% "York the late (Continued from first page) war service. • ; ; . Tomorrow's Markets Walter hope that us capital ruling will milestone in fairness and breadth of judgment, and that from here on, MEN OF GOOD WILL MAY GET TO¬ Whyte v ; Well done, all of who have aided the SEC in reaching this decision! impartial. markets make officer the of the Republic. National Bank of Interment will be in New Orleans. -K-hr a increased gains practise is expects to must hold longer than V-;: law as it applies to as paid out of long-term capital rather T than in¬ ordinary Thus,: the maximum tax which investment company share¬ holders will be obliged to pay on "Capital Gains Dividend" will be day. a new. come. 25%. it closed the on Investment Company Briefs of rail, bonds from rose June 22 this year to 22.42 Monday, Oct. 19, rise of 43%; a only 12% "The in the a rise period. same sharp rise of the defaulted issues during this period left them in a vulnerable position marketwise. The weak technical position the reorganization rails was clearly disclosed by the sharp re¬ action when a suggestion was made in Congress on Tuesday by of U. S. Senator Wheeler that of 90% be levied realized vAn . interesting market "proba¬ bility" is called attention to in the something else. on on a tax capital gains reorganization rail on securities.,.. • of it the better but that poses - Oct. 29 issue of "Investment Tim¬ don't think there is any "Recent • market action of the defaulted bonds that V as compared with junior railroad bonds of (Continued on page 1625) L, of "This column is concerned with you Copies be had from the firm upon ' . we prices. But this Thurs¬ feel that the reader's at¬ should tention be drawn Deal probability. As far back came in. Every stock, in portfolio must be examined every week or at least every movement of to a considerable as daily Custodian Funds a month its and whole if action BONDS Business Men's Investment Bond Medium Priced Bond Fund com¬ one as * * More next . . . v views do not coincide Chronicle. , . .... Republic Income Preferred Stock Fund expressed are those in of thu any tht presented those of the author only.] . K1 . K2 . Quality Common Stock Fund . . Income Common Stock 1'und . Appreciation Common Stock Fund Low Priced Common Stock Fund . . necessarily at with at B4 , . COMMON STOCKS Investors Fund, Inc. Whyte B3 PREFERRED STOCKS Appreciation Preferred Stock Fund Thursday. They . * —Walter [The Prospectus B2 . . . Send fir B1 Fund . . , Speculative Bond Fund a is desirous of just keeping what he has without giving any thought to profits. irticle 1942. trial Stock day minor time Revenue Act of the Intermediate Trend of Indus¬ them went out when the New the • than while the Dow-Jones Index of 10 improvement to treat dividends ers if the position is,bad the the sooner one dis¬ Haupt & Co., Ill Broadway, New York City, members of the New York Stock Exchange, have prepared a booklet on year-end security transactions in view of request. Average closed Thursday following the on Low Priced Bond Fund Ira may 15.73 . the capital gains one one notable course one is If money Today with and such: not feasible. Securities & Revenue Act Co., investment firm in Chicago, 111., and investment counselor, died at his home on Oct. 28. In the past he was an years' Dow-Jones rapidly in the iiighbr tax second-grade rail bonds had investment companies is the pro¬ vision allowing their sharehold¬ (Continued from page 1621)' pared with the market well done SEC! & sharply in¬ the possible savings in¬ Another - in GETHER FOR THE GENERAL WELFARE OF ALL. Vigo course crease Says I the SEC decision in this NASD minimum G. election the ing." We quote from tlie service: pro¬ Sidney Vigo Dies has Stock Thursday preceding election. And on other decisions must be made by Sidney G. Vigo, head of Sidney lower election bracket because of the such'; thing ' today as long! the SEC which will have an important effect upon the range. This business of buy-, future of the investment business. Not the least of the ing !'■; stocks and forgetting decisions to be made is what is to be done about the say, Federal 13 1914 Industrial i : of '--p; Let the since creased individual tax rates. And Of posed "Bid and Asked disclosure ruling." in * —it is also because with the Commission. presidential or merely-congressional. Only twic£ defaulted stocks for they were big enough to listen, to get the other fellow's point of view—To change their minds— that's why we believe every one in the securities business should feel encouraged over the future of their relations election during Stephenson*^" in Merrill Lynch, •seen before any sustained upward Pierce, Fenner & Beane, New up to $1,000 may be applied to¬ ward the reduction of taxable in¬ movement occurs." • » York City, ceased on Oct. 30. : '*■ come. Any balance may be carried Travers & Taylor,- New York forward for five years to offset City, was dissolved as of Oct. 31. ;. National Securities & Research The Exchange firm of Spero & capital gains, and a maximum of Corp. in a recent memorandum Klauber, New York City, was dis¬ $1,000 of such balance may be de¬ suggests that a new trend is indi¬ ducted from ordinary income in cated—from defaulted rail bonds solved as of Oct. 26. each of these years. In spite of to Sehafer Bros., New York City, junior issues of solvent roads. became inactive as of Oct. 23, these limitations, a net loss of during the period that all active $1,000 can effect a tax saving of "The Dow*Jones Index of 10 over $180 dn even the lowest tax general partners are engaged in expenses •■'•■ the investors, many rise to prices week—whether in only one of these two instances emphasizing changes have been made in the (1930) wns the decline greater provisions allowing capital losses than a point. The eleven rises as a deduction against ordinary show a median advance of .3.14 income, points out that: "It js points and an arithmetic average sitll possible for investors to ef¬ advance of 3.47 points. An election fect substantial taxsavings as a week - advance this year might result of realizing both long-term carty the Industrial Average to a new high. But the indications re¬ and short-term losses.: "Under the 'new law such losses main that lower prices will be W. Ray more" than at For . "Brevits", while that important City, retired from the firm of bill On this feature, transfer '* Interest taxes rate. bill." Oct. 31'. on new long term capital gains thus as¬ sume a new importance under this Exchange . —....Therefore it is not only because we are pleased with the decision of the SEC that we say congratulations to them we income taxes in the paying ; following the "Keynotes", which makes [ averages.go (1886), there has been point: "Since nor-^'a pronounced tendency for stock start at 19%, many investors will find themselves in the position of of the Ex¬ change membership .of Frank R. Hope to John F. Maynard, Jr., will be considered by the Ex¬ change on Nov. 12. .Perry MacKay Sturges, special partner in Halladay & Co., New Proposed dull A-Good Fight Won! Again , following mal •/;: v " announced not be a . the brackets." •for mark considering the difficult circumstances under . '•« ;; The 25% maximum tax on capital gains on assets held six months more appears to be a particularly welcome feature. For example, is the subject of the current® 1 : -i issue of be may weekly firm changes: . ' ; , of the market in : of the "booklet " «• The continuity with which certain firms appear and reappear in the market for said security. This can oftentimes be a very In the months ahead quick to recognize surprisingly were Federal-tax. law for what it is^—a new constructive measure, which it was prepared. set are Investment company sponsors generally . it The New York Stock 3. trading REACTIONS TO THE NEW TAX LAW \ • the in has Price fluctuations. behind ' Weekly Firm Changes Volume fluctuations ' tors liiaiflMK88Si£3tf New York Stock Exchange 1. ; „ request. ' Volatile.' course from day to day. "■ : Investment Trusts - 2. appear they six months will had from Buckley Brothers upon Increased. — Low. * Excellent. \ over J Broadway, New York low¬ long-term., On long-term losses 50% can be util¬ Copies ; Steady rate security is investigated by,making a "run back" through the quota¬ tion sheets along the following lines: \ as 120 rious income brackets. - quotation sheets. The or study. Shown also are comparisons of the new and old schedules of .payments in va¬ that meets the requirements of "better than average" ratings on the above accounts should give a fair basis for ian optimistic judgment if market conditions (timing) are favorable. •You will, of course, depend upon the exactness of your research in answering the'above questions i| you wish to arrive at the correct diagnosis when using this "test tiibo" for determing security values; In addition to intrinsic merit, every "special situation" must also be selected for purchase at the right time. Proper timing is the other half of the ingredients necessary to achieve success in picking the winning situations. We have always maintained a complete file,,of t>n request upon PURITIES & RESEARCH securities held on individual - ' „ .. r . situation Any Prospectuses Otherimportant points of the new law and how they will affect . . ^ or months." Shifting —.-Seasoned and integrated. 10. Labor relations record. — entitled same as in the 1941 law securities held over 24 . :\r' Very good. — - — Attractive — Management capacity. Poor firm . income prospects. Reasonable be Fund ized, the • /:?'■..r,.; Good •— Excellent. % ' Lower rate '-^Indefinite — *■■■■; Good — ., , ;: „ v 8. Market action. ' ; " " Inactive Moderately actjve 9. First Mutual Trust "Thus gains or losses taken gains, - : • ' Exceptional. Excellent. — y.t-w- a .*r ; »■. Exceptional.- Opinion of price in relation to other Securities. High ■■ ; — -1 Outlook for future earnings. 5. y — in its industry. company — .r - Good— Improved — takeri securities on now Approximate recent net earnings. -• SERIES" Law." more, the bill the time to six months," ers state. 'V"- < Competitive position of Poor ' Fair Poor ! - Future outlook of industry. 1. the Tax 18 months - ' INTERNATIONAL " brief. study, just a by 1942 those as record of picking winners in the securities markets. •' : / . Here is a, score card we have used and found very helpful in 'determining what we think of a,security, and its future possibilities •!. COMMON STOCK SERIES mind because j "Instead of the old basis-which merit— defined long-term gains or losses an open age a / of those outside suggestions may have some 'but you check and double check before you. "ride." These are just a Tew of the things you do automatically if, you have a better than aver¬ •from in out prepared • - . You disdain to • SERIES success. •.opportunities. - STOCK as When it > PREFERRED BOND SERIES tionally •leads to SERIES Securities Series LOW-PRICED completely 1942 Federal new Law, capital with last ■ year's comes to picking out situations that will prove excep¬ profitable, there is no-simple formula that automatically Brothers, 1529- Walnut Street, Long experience is by far the best asset anyone can Philadelphia, Pa., members of the •have. After-some years, you acquire a "feel" for the right "buys " You. Philadelphia Stock Exchange, t m * r BOND , 51 . . . . . 52 . 53 S't Distributing Agent BULL, WIIEATON & CO. Inc. 40 Exchange Place, New York Prospectus way be obtained from your dealer or front The Keystone Corp. of 50 congress Boston street, boston Iwawww* i* 5 THE COMMERCIAL & FINANCIAL 1624 16 i.i >vL .,t f; 5'6>'( n v r» please" FLORIDA iu aaynicrno io bsUkt 3m .rroitc*nlH2rior> ed fltsv/" nica I CHRONICA fails f tp and oars, in force for tenants of pub¬ lic housing projects in many mu¬ nicipalities, according to reports creased ability to pay are in prospect or Association National the to of Housing Officials. The higher rents, commensurate with increased tenant incomes re¬ sulting from wartime job oppor¬ contains a provision permitting income tax¬ payers to deduct from their gross income an amount representing passed its owns the the of amortization annual premiums on their bondholdings, the interest from which is wholly the from the rate to coupon yield to maturity, which, tunities, will enable the housing of course, is the'logical deter¬ developments to go on a more minant. With respect to completely nearly self supporting instead of the subsidy basis common to most tax-exempt securities, the amor¬ tization of premiums is made of them since they were built. The mandatory, but no deduction, rent rises make it unnecessary to evict tenants whose incomes have tinued rent limits the exceeded for set former under occupancy con¬ policies. Office rent Price of Administration regulations, freezing rents in This income. eliminates in¬ an equitable advantage enjoyed in the past by holders of municipal obligations, whereby capital losses due to ordinary premium amor¬ could tization be for taken used to reduce federal and local subsidies, and to establish reserves against possible being are post-war slumps. 75% than More of the developed housing war • public with federal aid has some of tem non- sys¬ which related to tenants' graded rents by charges are income rather than solely to the size of desirability or the ac¬ Association the commodation, said. Many of the recent changes add¬ in rent schedules consist of ing higher grades to graded sys¬ tems already in existence. ants whose incomes increased ma¬ mitted to a had $1.00 a month added to their rent for each $50 annual increase in their earnings, opment have up to the highest grade which has A tenant with greater than honds higher the on the on coupon lower, even if the actual yield bases before taxes identical. were Recogni¬ tion by the Revenue Act of of this equity removes 1942 in¬ major hazard previously a existing municipals, well as proving as benefit immediate of the to holders of those few outstanding bonds. "A size of the rents now that families dwelling, bonds described are municipal Florida's underlying in scaled be so incomes will increased climbed mitted to to income whose Tenants pay has $2,500 will be per¬ remain in the Chi¬ housing developments un¬ cago present conditions of acute der housing shortage. According to new rent schedule a family the income whose been had $800, $22.25 a month rent, now would pay $30 rent if its in¬ come rose to $1,600. On the with a other hand, if income of $1,600 the $22.25 would be reduced to $16 a has dropped to $800, rent Housing Commis¬ sion is considering a sliding-scale rent Detroit schedule annual of occupancy income to the limits for continued raising $2,160 for tenants not classed as war workers, and to $3,140 for war workers. Nine grades of rent are contemplated, with units assigned to families on the basis of family size. Approx¬ imately 75% of the tenants in De¬ troit's four occupied housing de¬ velopments now earn more than permitted maximum incomes under the present rent scale, re¬ the cent survey showed. Van J. B. by Ingen & "A make them characteristics which the above-men¬ topic in their circular let¬ ter dated Oct. 30, Kaiser & Co., San Francisco and New York, as The subject to the bonded debt of the "It is not unit. known," the bond "whether the Federal house says, follows: Revenue Bill in the coupon rate "This that means at present government will, make any of¬ for repurchase of the bonds, or will cipal just pay interest and prin¬ it comes due." (v.* as brought back several cities; example, June De¬ renovated 150 streetcars. of the motor utilities have of prosperity through greater paying loads, re¬ duction in stops and faster oper¬ ation. Wage increases of from these period equipment, entered a three to 30 cents hour were re¬ an but fare no increases were re¬ ported as effected or in prospect. Cities Set Up the of Metropolitan Water California Southern District for¬ was placed upon an operating basis on Aug. 1, 1941, and in this connection there appears an in¬ formative analysis of operating mally , the for In - first months' " 12 the addition, firm discusses the effect of gasoline rationing on revenues of the Pennsylvania Turnpike and state that the; deficiency in income "does not .appear serious in view of the Turnpike's cash reserves of By gaining the right from the Legislature to set up cash re¬ 1942 funds, Massachusetts cities, governments of eight serve local like other states, are improvements in the future. Municipalities in most of these states are.., taking 'advantage of such laws at this time to provide public works pro¬ jects for employing manpower re¬ leased after the war, according to the American Municipal Associ¬ Permit ation. / ; //: Massachusetts law is The 1942." Taxing defense in has before it a fi¬ invest/up per cent for bonds expendi¬ on ation for bonded indebtedness States. property, acquired by the Federal Government and its various prices these bonds offer high paratively agencies, and such the as Departments, Navy which becomes tractive as the purpose any state creases. Each such at¬ in increase interest rate should be normal¬ ly followed by a corresponding increase in the market value of the bonds." age in fuel short¬ threatened the the the north the already political subdivi¬ or privately was of time bonds original or of such representing indebtedness, the owned issuance the bonded whether refunding bonds, to extent, according to its same be to under ascertained of the laws state in which such property is located and in the same manner as property is taxed." Another /... : , such property notwithstanding any. allowed by state law." is located, exemption Necessary the mited the shrinkage in tourist automobile traffic, according to the leaflet. The Flor¬ for demand unusual ida's offsetting thus State, meats, and dairy products "is revealing fruits, more the vegetables, clearly than resources endowed state. result the of before diversified and enormous natural ever of this richly A war significant economy that Florida's activities and enues are becoming is rev¬ year- round instead of being confined largely to four or five months of the winter season." of the facilities made property." Local Transit Aided By Gas , \ against such ■' *' Systems Seen Rationing / Nationwide gasoline rationing, coupled with • rubber " rationing which already has brought a 50% in- increase bus; and street -car traffic during to the last year, brings today .their greatest cities transportation - problems. , Most important of these involve pro¬ viding additional facilities for riders and speeding up of .traf¬ fic movement, according to a sur¬ vey of 22 representative cities by the International City Managers' for¬ increased land to from 15% in Cleve¬ 275% in Amarillo, with greatest increases occurring smaller "boom conductor's "step towns." tQ^the . in The rear** State fi¬ tlian by a score has could be references to of official pub¬ been summary assembled on sheet together with explanation of various steps in fiscal procedure, j The figures on budgets in their various stages, expenditures, revenue and surplus are so arranged that they may be traced through any one year or compared from year to year. The summary reference sheet, entitled Trends in New York State Fi¬ nance 1938-1943 was prepared and published by the Citizens Public Expenditure Survey. "It is essential that citizens of understand gov¬ operations," said L. Richard Guy lay, Executive Vice-President of the Survey. democracy "As part of its public education the Citizens Public Expenditure Survey has en¬ deavored to prepare an outline of State financial operations so layman, unfamiliar with a $525,783,569.39 to $508,311,- References the include cited Executive Budgets, Classification Appropriations, known as the Black Book, published by the fis¬ cal committees of the Legislature; Appropriations and Reappropriations, the Green Book, also pub¬ of lished by the Senate Finance and Assembly Ways and Means Com¬ mittee; the annual reports of the Comptroller and the Session Laws for the respective years. North Carolina Reports New Industry Establishment tion of concentra¬ a plant to utilize North Caro¬ lina's lithium-bearing spodumene King's Mountain was recently at announced by Gov. J. M. Brough- dollars, the Production able to dustry this announce for North commented the years, is in¬ new Carolina," the Governor. "For Department of eon-' servation and Development has been attempting to interest in¬ dustry in spodumene North as Carolina well ploitation of , as minerals. This is the first commercial ». ex¬ spodumene in North Carolina." 42 State Legislatures To Convene In January Foresight by State Legislatures in setting up "between sessions" commissions to investigate cur¬ problems, especially those brought on by the war, will make the task easier in planning for so¬ rent lution when the lawmakers meet in 1943, the Council of State Gov¬ ernments of committee in the after announced of vey made a score committees a sur¬ assignments of States. and Most commis¬ lawmaking bodies go into session. m program that 1939, sions will report to their Legisla¬ tures in January, when 42 State ernmental The number signed to planning of study and committees report on of industrial use and other resources, operation, and juvenile un-American as¬ and interstate co¬ delinquency activities indi¬ cates the extent to which the has emphasized these war problems, procedure, may trace these op¬ erations. From it he may also note the changes- in budget the Council said. totals, total appropriations, total Problems To Be Studied expenditures, revenue receipts major tax changes. For those who wish to pursue , the and study of State finances farther, official publications are references." Examination sheet shows cited as ; of that State And Local Fiscal The the summary total institute of the Uni¬ the nature and extent of State and local the tax versity of Pennsylvania is spon¬ soring eight regional round tables designed to gain information on the fiscal problems created by war. of The regional centers selected for budget bills as adopted and ap¬ the holding of the round tables proved has dropped from $386,are Seattle, Denver, Detroit, Dal¬ 460,903.55 for 1938-39 to $375,992,201.11 for 1942-43. For the same las, Jacksonville, Knoxville, Phil¬ adelphia and Boston. years total appropriations (which the budget bills, legisla¬ supplemental budget and include Administration of the round tables is being carried out entirely special appropriations) have by local leadership appointed by dropped from $393,462,381.84 to the tax institute. Outstanding civic tive , Passenger traffic in the cities Co., San Francisco, are authority for the information that the United States Navy has pur¬ all real be Association. Kaiser & chased funds to one only 30, 995.90 last June 30. other which previously obtained a section would be" appropriated to "pay the assessment of;taxes per- are Jersey, Reference New :York on nances other real provides that the Act "may be applied by; the state or political subdivision in which Florida's thirty training camps and property the rate in¬ Data - lications taxation, of "liquidation bonded indebtedness of for.fhe yield more even coupon bled For Quick political, /subdivision at reserve California, Nebraska and Oregon. more com¬ a current Kentucky,,„New ington, shall remain subject to state~andT of with statute books N. Y. State Finances Assem¬ real War their York, Michigan, Wash¬ New are states on June on Governor expected to start in the early spring of 1943. "We are vary gratified to be ■ The gist of the proposal is that all other The declined from has said. of the war. fund laws contains also summary thousand act may be sold prior to the end bill of¬ new by Senator Claude Pepper, of Flordia, providing for the tax¬ The brief explanation of "other funds" and of "funded debt." The latter according to a report from Sharpe of the State News Bureau, Raleigh. The flotation concentration plant will be built by the Solvay Process Co. of Syra¬ cuse, N. Y., largest producers of alkalies in the United States, and initially will cost several hundred capital outlays after the No bonds held under the ture on one vehicle motor / Bill valuation each year total war. Committee Senate of one-tenth to and ton, an allowing to of measure, emergency municipalities Of Property In War Use The of financing fuel for pub¬ now lic their Bill Would permitted to lay cash aside current about $1,500,000 and demonstrated earning power of $3,152,000 in the 12 months to March 31 Cash Reserves For Post War Use falling off in revenue from taxes. ported by some of the 22 cities, Additional Topics The bond house also notes that value of 1942, just merly owned by the above district, years and fer sion in any case where such real (1) crease Oxnard Harbor District state tfcy CMICACO ILLINOIS time: Facilities Purchased By U. S. Government discussing buses Despite rising costs of operating particularly Bond Amortization Under In glad such The New Revenue Act tioned from $360,765,106.94 to $421,265,940.07 for the year ending 30, 1942, but are estimated to drop to $367,519,000 during the current fiscal year because of tax reduction measures put into ef¬ fect this year and last and because new regarding dawing thousands of visitors to month. The 1ST NAT SANK BLOC leaflet a attractive""" at this there is a periodic in¬ at from proportionately more, and those two to ten year intervals over the with less income, less—approxi¬ life of the bonds, and (2) they are mately one-fifth their total earn¬ now selling at a substantial dis¬ ings in any case. count. will with for troit, obligation. no by States and. their political subdi¬ Current conditions in Florida visions of real property acquired and their effect upon the security by i pr v on - behalf of .the United would pay up to $32 rose to $2,- —^The callable refunding bonds of many Florida cities (sometimes Chicago housing projects, called 'Dollar Bonds') possess two where rent has been based on the be Will in trust. 1 funds,<> rose vehicles Old 230 on use from during the four completed fiscal fered month if his income In these RECrummer S. Company nance ' Co., Inc., New York City, entitled Timely Investment." Quota¬ tions from the report follow: 150. ,We inquiry any transfers which -rv;v .[Revenue h^eeeipt?,.,including public transit systems, caused by increased wages and" additional corporation premium high $1,293 annual income, paying $20 month for a three-room unit, a bonds. into comprehensive a in the purchase of high coupon prepared for example, 'us of familiarity with answer period. been labeled "X". a to them at with those bearing low coupons, Timely Investment" Florida Municipals Discussed public housing devel¬ terially after they had been ad¬ municipal has been that if municipal for example, ten¬ In Louisville, gives background results bonds became subject to the Federal Income Tax, the tax would be Detjrpit, lending, year street railway sys¬ own streetcars—was experience in handling Flori¬ issues da tax privately owned dwellings, do not purposes, even though these losses apply to the government-owned had been offset by a portion of the projects so long as their rents do tax-exempt coupons. not exceed those for comparable The most serious objection to/ accommodations in the private the purchase of high premium market. Increased income and sav¬ municipal bonds in comparison ings due to economies in oper¬ ation Our long actual however, is permitted from gross ncWj lines,,have {; j equipment—both the basis of the tax on such inter¬ est $374,16(7,776.93 for the Jqne, 30/194&, and San Diego added 161. This changes partially taxable. or MUNICIPAL BONDS Congress, by v added. been FLORIDA even tem, put in¬ help in many j pities, apd,ne\vj)q£es and, street- <T Municipal News & Notes New rent schedules based on Thursday, November 5, 1942 $380,942,572.94. Total expenditures leaders have been secured as from the general fund have de¬ chairmen, reporters, and steering clined from $396,096,832.57 for the committees in each region. The series of round tables will year ending June 30, 1939, to Volume 156 as serve tional forerunner to the a <ME COMMERCIAL & FINANCIAL CHRONICLE Number'4122>' troduction, na¬ fdlder the discusses record as of the close* of business the position- and Problems of tStat&'^nd'Local prospects- of;ffKfe dffovrSr— Fi¬ I irfchiStryv' H&r^ ire" Softie' bxce'i^ts New York nance,'hi tdrt b&- • Conducted the tax on'^'Wartime symposium institute the at by Hotel from the "In Among the more fortunate re¬ sults of Tuesday's general elec¬ tions included be must December, deliveries 1941, $2 Comptroller the elec¬ tion of Frank C. Moore, to the of¬ fice of Comptroller of the State of billion. By the end of May, 1942, production had jumped to an annual rate of $3.7 billion and in September, 1942 was at the annual rate of over $6 billion, far above the previous high ever reached by the industry. Mr. ly important post of chief fiscal officer of the State is decidedly in the best interests of both tax¬ and holders of the State's payers bonds. In addition, the creditors of the State's local taxing units are equally fortunate in view of the new Comptroller's intimate knowledge of local fiscal affairs. As the une" New York "Herald Trib¬ said editorially in speaking of Mr. Moore's candidacy, "few men are. better fitted by training and character for the important post of State Comptroller. Major Sales We list herewith the im¬ more portant municipal offerings ($500,000 over—short term issues or cluded), in the the which future. near successful to are come The the and to come. Thus, as far as reasonably seen into the around This 15 $12 billion annual basis. a is comparable million to last near future. With expenditures for improvements held to bare necessities by the demands of local war-timev policies,*- the prospect naturally is that for some time to the come of amount issues new coming to market will be small.) November sale occurred vehicles, or nearly three times the industry's previa ous and peace-time peak output." The current portfolio Automobile Shares cessful b'.dder Halsey, Stuart the suc¬ being a syndicate headed by & Co., Inc., New York. A sub¬ group headed by Lazard Freres & Co. mitted the second best bid. November for position sold to syndicate Bank tional & offering of 14, by First managed New Yqrk, in Trust the Co. of bidding New York Na¬ Halsey, Stuart Run- Bankers the was Chicago ates. Co., A 1941, Dis¬ Chicago, Nuveen some some sort on bonds may be in suggests fear that there from is sources and also indicates that transfer of funds reorganization securities is mitting to the new solvent Tax Law railroads purchase their bonds at a to re¬ discount the differences between face value and the lower repurchase The Automotive price." Industry is the subject of a new folder by Dis¬ Group, Inc. It has the dual virtue of being both attrac¬ tributors "Symbol of America's produc¬ tive capacity, and symbol of America's peace-time greatness, under strong in war "Today's Tests a to conditions. a summarized of longer term tations? follows: as .13 Decision .00 City Council Series Railroad should be along any day now. Series As .10 ... matter of fact it a would not be surprising to some of those who have been following the situation here since the plan .15 . Railroad Equip. Industry Series....12 Steel Industry Ser.es ; .15 Tobacco Industry Series^.....^ .14 presented was if the fortnight a Council's made decision known before the ago, against inflationary manifes¬ * the : • ' a end of (Continued from first page) Renewal of "Taps" Next the be that the question will go may favorable prospects for well sustained net income during the war that the 3. Has relatively company favorable post-war prospects? industry of ed new call offer hold¬ securities with extend¬ dates. The same commercial banks since bankers managed a previous exchange of¬ fering in June, 1941, under which some $83,000,000 bonds were ex¬ changed. offerings. such offering an Real Estate Bond Price to Average Continues Up Secretary Mor- genthau is expected to announce within The the opportunity to work October bonds and notes standing by for the operation. 1 \ > call \ . in fourth on con¬ anticipated ' Reorganization Rails Hold Notwithstanding the expecta¬ tion that Senator Wheeler may be through with his projected »plan> to legislate 1 the speculative profits out of reor¬ ganization securities, railroad go that-category have been holding firm. They suffered setback V:. ,. a coincident for month. October The 1.5% was 1941. The year to date gain for the averages was 6.6%. , : ■ " Of the 200 issues used in the survey total of 93 increased in a price, 35 declined unchanged, and 72 during re¬ Oc¬ tober. "the Results by cities for the month showed that the New York issues tax bill-,* sponsored by < the Senator, had that aim in mind, (this group comprises the largest subdivision) had the sharpest an cut its year date to decline a good , • also were favor, gaining 1.6% in improving their year October and to date gain to declined sues to group 8.9%. Theatre is¬ 1.1% show a (the decline only during the month) and reduced their year to date gain to 5.5%. A group of miscellaneous issues registered' a sharp increase of 2.9% during October and improved date gain to 7.4%. their > year The bond average is prepared by Amott, Baker & Co., Inc., 150 Broadway, New York City. Lt. Kenneth Beall Killed Lieut. Kenneth Naval cago killed in a S. Officer, Beall, who plane crash near Chi¬ was Nor¬ folk, Va., Oct. 30, is to be buried in Arlington National Cemetery, in Washington, D. C. He was a partner in the firm of Cruttenden & Co., Chicago, and was on a leave of absence. ated from R. on I., at V. He had gradu¬ S. at Quonset, Oct. 15, and had reported Norfolk Lieut. A. on Beall Oct. was 26. born in Lov- ington,. 111., and was educated at Kentucky Military Institute and the University of Illinois. years old. Surviving 39 amendment to the that during the early part of 1942, have done well in recent months. This group Estate compared with gains of 0.9% dur¬ ing September, 1.6% during Au¬ gust and 0.7% during July. The average price per $1,000 bond in¬ creased to $322 on Oct. 31, com¬ pared to $317 on Sept. 30, $314 on Aug. 31 and $302 at the close of mained temporary with consecutive increase are ^ Real Average, covering 200 real estate issues, continued its upward trend in October for the Victory committees which had little Amott-Baker Bond Price ten days. or group was 0.8%. Apartment hotel issues which were weak to they barred from subscribing are of miscellaneous is¬ group 3.4%. In the classification by type of building, hotel issues con¬ tinue to show the largest year to date gain with an increase of 10.2%. The October gain for this in This particular type of war financing does not involve the such a Office building issues of exchange which would in¬ an volve next new the forward by Philadelphia, $162,296,000 outstanding obligations. ers a Treasury fi¬ nancing will involve a reopening of • subscription books for its "tap" bonds. news period? for spell, since opinion leans to the view put of Bankers propose to to answer over as Co., maximum ' and sues high of 8.4% in June to 4.1%. Apartment issues enjoyed a substantial spurt in October, gaining 2.1% which increased their gain for the year to 5.9%. Lehman Bros., of New York, provides for refunding a relatively fair. It & 4.9%, New York is¬ Philadelphia issues Pittsburgh issues 12.2% 5.8%, from plan no issues now and market expected and considered bonds in relatively company The Drexel showed gained 2% during October and has were the week. Report issues •» group of mis¬ to date results by cities showed the following gains: Bos¬ 12.9%, Philadelphia the plan put for¬ by bankers for refinancing the municipality's debt structure, .13 Series the 011 a Year sues, ward .21 ... Industry Series Public Utility Industry of cellaneous and change. ton Philadelphia Refinancing .15 Oil expected to reasonable a protection " Has The stock common 1. Does it provide < securities diversified portfolio current probability believes sponsor applied tests—in terms of —are widow age and a son, He was are his Jr., Kenneth, 4. Memorial services will be held in Chicago. , or company well defined growth trend? 5. Has the stock established in¬ vestment characteristics? ' 6. Is the stock selling at price in relation to current a low earn¬ Is the stock selling at a in relation to price earnings? 8. r Does the stock yield? provide a . table list¬ a All according to the The largest number, representing 79.7% of stocks test No. 1—that often, when a man dies, his loved of the portfolio, their characteristics. „ On "New York America" is prepared are age the folder "American banks City Build to you are will Banks;,, They and to title of by threat to welfare. well insured your * never When family know that fear. \ well Hare's, Ltd. these called with their 95 a Defend a Veterans" of face the whole, the 100 " stocks pass the eight tests with a high average. Helped financial test No. 5— pass that of having established invest¬ ment ones of being a reasonable inflation, hedge. The smallest number, 48 stocks repre¬ senting 54.3% of the market value pass age too set up. the market value of the portfolio, years. 15 aver¬ Dividends have been paid without interrup¬ tion over an average period of 73 Dividends New York ing Stock serv¬ With this in¬ 3ttfiimmr?F (ffrimpattg nf Atttmra Stocks, Inc., Board of Directors has declared the follow¬ conscripted into the military FFP Jy Ea low "normal" or generous the automotive industry has been the nation." .21 .11 creased 0.4% years. tive and full of "meat." of Metals measured by the averages. as Series..—.14 Machinery Industry Series.—..,.. .22 Merchandising Series .15 per¬ without being subject to taxes on ice be selected for 71 that "Another factor in favor of this move .10 Series nection with the next tests junior issues of solvent roads. . ,14 ___ Stock and grades them reorganization rail devised by Congress some the industry The folder contains levy of a its search for increase of revenue, Bonds ing the 100 stocks currently held in the portfolio of Dividend Shares (Continued from page 1623) companies the & Investment Trusts solvent Government Insurance next week that should second high bidder. there is Series„ which to and associ¬ formed by John was made was Trust Co. of Chicago, group interval prevailing before that disclosure, Stock the 7. Sanitary award the of folder titled a average November, Northern the a rise of 2.1%. Boston, Philadelphia issued $fa c hi gained 0.6%, Pittsburgh issues in- ings? group. trict, 111. In in Bank Building Supply Industry Series Business Equip. Industry Series„____ Chemical Industry Series—.. Electrical Equip. Industry Series Food Industry Series Investment Selection" Calvin Bullock establishes^ eight tests November 23 $2,500,000 of view for issue Co., Inc., and Lazard Freres & Co. nerup in 4. Has the July the Group Se¬ the following peace." In 17 on activity has tapered off somewhat bonds, nevertheless, have gradu¬ ally worked back to within strik¬ ing distance of the high levels The a bond profit and $4,258,000 Detroit, Mich. Previous of of conclusion drawn: "At these levels selected automotive stocks appear to offer attractive opportunities 2. 11, Aug. on and cars commercial 10 $1,000,000 State of West Virginia. Last producing passenger of are scheduled,for award in the be can future, the industry will be running on a high plateau of work, probably the previous also appended. (Ed. Note—Very few municipal bond issues of major size are runner-up issue sold While Dividend gain with and Industry Series $.19 Alcohol & Dist. Industry Series_^_____ .17 Automobile Industry Series .11 Aviation Industry Series .30 orders, however, assures producers of ca¬ pacity operations for a long time up names bidder for ex¬ be- mid-1942 rate. Volume of curities is listed and Scheduled Stock Agricultural _______ "As fast as the industry's 986 Moore, of course, plants have stepped up produc¬ is no stranger to the municipal tion, however, output could not bond fraternity in this State, be¬ keep pace with orders assigned. ing a member of the municipal Steadily the total accumulated law firm of Dillon, VandeWater & until it reached about $14 billion, Moore, New York City. In view of his long experience in matters according to latest figures. In all probability, the industry will, in pertaining to public finance, Mr. 1843, be ^hipping at double its Moore's elevation to the extreme¬ New York. Amt. of ° totaled $120 million plus, equiva¬ lent to a yearly output of almost ber 27-28. Frank C. Moore Elected Stocks, Inc.— jjnit failed of consideration 'bause of the time element. "" Per Share Penn¬ sylvania, New York City, Novem¬ N. Y. State Special text!' ! 1625 Nov. dividends of the on the . Home Special Company, payable 25, 1942, to.* stockholders of Or L. Office, NEWARK, N. J. U be raised through Fleek Named HeadOf *4 Cleve, ■ John term S. of a want escape-ism with a capital "E" then don't overlook Swan" (20th-Fox). Based on Sabatini's novel, it's a technicolor The As an exciting movie it has enough scenes The fight vivid. are scenes, and there are spies are low-grade morons, the R e Morgenthau the known in J. Bank of Reserve who Spirit of by apathy the of Speculation, on of ex¬ the part of the tax rich, may Deal "New strangu¬ soon re¬ Sponsors Stock would make a startling newspaper headline. But the headline that proclaimed the the that contained have well state¬ coupled ; witFr"the change in the capital gains pro¬ who pointed out that Mr. Fleek visions of the Revenue Act, the was carrying out the policy of the restriction may literally whole securities industry of full salary force many substantial men into cooperation with the Treasury on the nation's war financing in as¬ speculation. The chief deterrent to specula¬ suming this position to direct the sales effort of* investment and tion on the part of the rich has, particularly when they run up Committee The the following Flag members of are Traders Association Security of New York who are serv¬ now ing in the armed forces. STANY is affiliate of the National Se¬ an curity Traders Association. Walter V. Bradley, B. W. Pizzin'i & Co. Victor J. Brady, A. G. Edwards 'r'; & Sons. John J. Doherty, A. C. Allyn $25,00Q ceiling on salaries might, & Co. Cleve¬ of Chairman is District Fourth NSTA Service last Speculation" re¬ for Federal And turn to its native habitat. publication Nov. 5 by Fleming, President of the leased M. announcement an America's Spirit of spirit of '76 is building' now kocks.* public and lation made was power into the istence v retary flow that Approval o f his appoint¬ ment, by Sec¬ John S. Fleek its a drummed temporarily out - System. serve as week there was another indication the of trict real as chance" is will or Cleveland Dis¬ Federal and purchasing the Fourth, old "I had Victory of .. ' buyers." an American phrase that has never needed an apology. good run for my money" is an explanation that needs no explaining. Counting on this inherent spirit there is a growing expectation that some of the huges^a Treas¬ tee bond It was in the veins of the Colonists and the veins of the westbound Emigrants and they were unashamed of it. "I took United ury's part¬ non-banking to Speculation. Fund Commit¬ land, plenty, will keep you on the edge of your seat. In its way, "The Black Swan" is every bit as heroic as was "Mutiny on the Bounty." . . . All Nazi As exec¬ States of icularly Return Of The Native on utive manager As a romantic story it will bring individual Sees Sreater Interest In Scarifies has 20, become to ive&tbrs, on York Oct. action to sighs to the lips of modern ladies who secretly long (I'm told on excellent au¬ thority—the switchboard operator) for days when Derringdo in sword and satins prevailed. Tyrone Power, a pirate chief, goes gaga over the British Governor's daughter,'Maureen O'Hara. And when Laird Cregar, as the redoubtable Captain Henry Morgan, gets a : King's pardon and becomes the Governor of Jamaica, deposing Maureen's father, he makes Power his Lieutenant. Power, now a •gentleman, sets off to woo her hand but she will have none of him or his riff-raff friends. She prefers a wishy-washy member of the nobility, who is secretly a spy for the pirates who still sail the Span¬ ish Main, refusing to follow Morgan's lead into respectability. The new Governor, in danger of impeachment unless he clears the seas of pirates, sends Power off to do the job. Power sets off, kidnapping Maureen for company. But pirates, led by George Saunders, outsmart and capture him. At this point, the Hays office looks the other way. For Power, trying to get out of the mess, pretends he's married to Maureen and overlooks the Hays office dictum of the twin-bed-must. English. dozen pictures. a con¬ finance in New ing, not to mention grabbing themselves off armfuls of pretty girls with whom to celebrate their victories over the effete Spanish and dill of national war through the with Association swashbuckling yarn of pirates with patches over their eyes and cut¬ lasses between their teeth roaming the Spanish Main, looting, burn¬ the decadent proximately $12,000,000,000; but it will be the job of the Victory Fund Committees to help raise ference of the Black remaining $48,'000,000,000 sale of all" types bf the cal. y$qrw $ales nLWar. Sayinfs are expected! rd 'pi'ovi&rap* Invest¬ America If you < "The the Association Bankers borrowing from public during the present fis¬ Bonds Fleek, who closed his MOVIES . the Victory Ftrod President as ment Thursday, November 5, 1942 FINANCIAL CHRONICLE THE COMMERCIAL & 1626 For, ment.," and Joseph F. Donadio, Strauss Bros. Gordon R. Foote, Francis I. Du,? T A William Frankel, Strauss Bros. James G. Fraser, S. W. Fraser. Harry T. Gallaher, Gude, Win- Pont & Co. . newspaperman and foreign corre¬ "Times-Ledger," Robert Young. If you it, see "Cairo," MGM's latest epic which shows how our mill & Co. hero breaks up the Secret Six, saves an American troopship and, last Richard H. Goodman, Cohu & but not least, wins Jeanette MacDonald. It all comes about when Torrey. ' "■') of course, been the peculiar pro¬ Young, an ardent Jeanette MacDonald movie fan, -is appointed his commercial bankers of his own Willard S. Gourse, Benjamin paper's overseas correspondent. Torpedoed on his trip over, he floats community on Government secur¬ visions of the old law which pen¬ Hill & Co. \ alized short-term on a raft, running into Reginald Owen, holding on speculation. H. Fraser Gurley, E. H. Rollins tofl^log. Owen, ities. posing as British Intelligence, is actually a Nazi spyfvbut Young At the same time it was an¬ Few persons would essay a specu¬ & Sons.. V:...V j.: doesn't know this. Floating to the Liberian Coast, Young agrees to nounced that Hugh D. MacBain,' lation that had to last a year and Harry J. Hardy, Hardy & Hardy. look up and deliver a message to a mysterious lady in Cairo if he who has been serving as execu¬ a half to permit a decent retain¬ Albert N. Harvey, G. H. Walker Now that the period & Co. gets there first. The next thing we know we find him at the Viceroy tive manager of the committee on able profit. v•. ; Hotel in Cairo looking for a Mrs. Morrison, who favors cocktails with leave of absence from his firm, is shortened to six months, specu¬ Clinton G. ..Hough, * J. Arthur two cherries. And guess who is also there? That's right, his movie the Mellon Securities Corp. - of lation is more inviting despite the Warner & Co. ; 1 ^ To idol, Jeanette MacDonald, singing in the hotel. Well, sir, he thinks' Pittsburgh, has been required for 25% tax on capital gains. Irving H. Isaac, Ira Haupt & Co. she is the head of the spy ring and hires himself out to her as a butler business reasons to relinquish the Stock Exchange President Emil Charles E. Kimball, A. E. Ames to better to spy on her. Schram and public-spirited Elisha She thinks he is a poverty-stricken Ameri¬ position and return to the firm. & Co., Inc. 2 can and later is equally sure he is a Nazi. Their Great Awakening Mr. Fleek has been in the se-; M. Friedman for their efforts to¬ Joseph D. Krasowich, Bonner comes under the piano. (Never mind how they got there. It's too curities effecting this remedial & Gregory. business in Cleveland, wards \ involved). He confesses he is an American newspaperman. She as¬ with the firm of Hayden, Miller change in the tax law, all inves¬ Gustave L. Levy, (Goldman, sures him she couldn't be a spy if, for no other reason than the Screen & Co. since 1921 and a partner tors owe thanks (together with a Sachs & Co. •. Actor's Guild wouldn't like it. In the end everything works out beau¬ of the firm since 1927. During the hope that it may be the first Irving Manney, Eisele & King. tifully. They catch the real spies. They get each other. Even Ethel last war he attended the first of¬ crumbling - of the entire capital James J. McLean, James J. Mc¬ Waters, cast as a lady's maid of all things, gets herself an Ay-rab ficers training camp at Fort Ben-: gains concept). ' ' , Lean & Co. ; who isn't an Arab at all, He's just a homesick cullud boy who's jamin Harrison, Indiana, served as To many corporation executives Sidney R. Melven,. S.- R. Melven yearning for Ha-a-h-lem. Oh, yes, there is some singing. Miss Mac¬ munitions officer of the 158th and film stars who have been liv¬ & Co. that against sterling American spondent for. the Cavity Rock don't believe , .. - , - ■ ,. , * Donald does a few numbers and Ethel Waters, who deserves better, sings something about Buds Do Bud and Dew Does Dew. Artillery Brigade, AEF, in Field :. ing. well on their earned incomes and have been content to the- "let their Meuse-Argonne offensive-and' Army of Occupation, attain-, capital rest, the above and other ing the rank of Captain. He was changes in the tax law will in¬ awarded the Croix de Guerre by crease the temptation to let specu¬ the AROUND THE If TOWN' • . ' ■ '"K-:'' W ^ you've heard "Duffy's Tavern" on the radio, don't confuse it same name at 158 W. 48th. .The only with the actual restaurant of the thing they have in common is the name. As the site of Billy La Hiff's Tavern, it is still one of Broadway's* nicest eating places. It has the same smoky-bricked interior and the ancient rafters plus the fine food. and like But if you can spend an hour Service, however, is not the best. or so Benito Collada's El Chico, down in the last a worth charcoaled steaks, then Duffy's is a try. . ; . Village, opened its new show night headed by Belen Ortego, the Mexican soprano who parlayed stenographer's beauty contest into lowed by a Rainbow Room success, a concert tour, and now back to Miss Ortega sings simple Mexican El Chico. A small, dark-haired, black-eyed aterialize her efforts. Others folk songs beautifully. girl, she makes no attempt to the- She doesn't need too. the program are Teresita Osta, a on Juan Jose El Chico engagement, fol¬ an Her voice is too good. classical Spanish dancer; Saro, Mexican singer; Dorita and Valero, flamenco dancers, Juanito Sanabria and his and the Inca Indian Trio. impossible things with rhumba dentally, there is hardly a orchestra, who do Inci¬ rythms, provide the music. Spanish or Latin American entertainer who didn't start, at El Chico before going on to bropd^r fields. Situation Attractive The The Penthouse Club 30 CENTRAL PARK SOUTH Adjoining The Plaza a unique restaurant in beautiful location, overlooking Central Park to the north. Serving best food, skilfully Long-Bell Lumber Co. offers attractive pos¬ ings most stock of sibilities, in view of the company's improvement during the past few years, A common with the outlook for for 1942 on the earn¬ common stock definitely optimistic, accord¬ ing to Ward & Co., 120 Broadway, New York City. Copies of memorandum No. 260, descriptive of Long-Bell Lumber Co., will be mailed by Ward & Co. upon re¬ quest (ask for it by number). Entertainment after 11 P* M. Mayer In New Location Robert announce 1] Telephone PLaza 3-6910 As President of the IBA first the offices to C. Mayer the new & removal Co., Inc., of their quarters at 30 Pine Street, New York City. of year Fleek has taken a this war, Mr. leading part in the machinery for the banking interests of the country to cooperate with the Treasury. setting He up was a member of the National Committee the of Securities In¬ dustry for War Financing. He was also member a of the group that worked with the Presidents of the lative profits provide the income the $25,000 ceiling that that personal of living make appear away—income standards very No will take vital to those involved. ; J bull market will be created Meyer, Shufro, Rose S. & Co. Stanley Pelz, Birnbaum & Rakenius J. Possiel, Corp. !David Moore Co. • Joseph Schrank, Shaskan & Co.; Herbert H. Seaman, Jr., F. S. Moseley & Co. Lynch, Pierce, Fenner & Beane. > William A. Titus, Jr., F. J. Young & Co., Inc. Belmont Towbin, C. languors in an up F. William Saltzman, & Sidney A. Siegel, Siegel & Co. Charles N. Stonebridge. Merrill plans for the organization of the Victory officials in drawing First Boston vV: broaden, and near-term "special situations" will find-ready takers. And if we are right in our as¬ But the sumption that the Spirit of Specu¬ lation is not dead , but merely ury Com¬ pany. these factors of themselves. general market may well by Federal Reserve Banks and Treas¬ economic concen¬ tration camp, even so slight a Fund Committees. change in the securities markets It was explained in connection may start the wheels'rolling once with the announcement that the again., ' • v.. berg & Co. E. Unter- " > •• ■sw Horn Elected Officer Of Customers Brokers . Global Victory Fund Committees are the organization created by the Treasury in each of the 12 Federal ment's The new securities magnitude been made ures just offerings. of their job has by official fig¬ clear issued indicating that Feeling a implications. "There are no dis¬ places in the world anymore our thinking and planning in the future must be global."' If tant . . . this few indus¬ nations cannot maintain their comes to pass, a the. Treasury would.have to raise trial mohey at the rate of one and a standards of living at the expense half billion dollars a week to fi¬ of the rest of the world. We must nance the war. It is also pointed be buyers as well as sellers. Our out: capital must be used as a weapon "Out of a total of $85,000,000,000 of peace as well as of war.' And expenditures budgeted by the the sales managers of the massGovernment for the fiscal year Peter P. Mc- Richard G. Horn, Earnings little like a man coughing during a violin recital, Reserve Districts to coordinate the we venture to say that the broad, work of the financial men in both basic concept set forth by Wendell the commercial and investment Willkie have certain commercial banking fields on the Govern¬ Co., New York City, has been elected a Vice-President of the Association of Customers Dermott & Brokers. Dodge, trolled.—Washington thur Wiesenberger Ar¬ & Co. *Some persons will feel this thpught unfortunate since it sug¬ gests that the public will come only to speculate into the market and not to "buy as part of program," that we an etc. are sound blue chips organized Our savings defense economic purists is and low- believing that purchase for appre¬ priced goods in the manufacture exactly $1,500,000,000 a of which this country has special¬ week, is the estimated cost of the war. The excess of expenditures ized will have world markets that over receipts is estimated at $63,mean more than a case or two to 000,000,000, of which $3,000,000,Bombay or Shanghai. For ex¬ 000 will be raised through special issues to Government funds, ample, Pepsi-Cola . . . but per- ciation is not true investment and consumed, trademarked, ending Next June 30, $78,000,000,000, prepared. Corps. during 17th French Army the Milton or leaving $60,000,000,000 that must haps our coughing can that the public buys appreciation see nothing markets are primarily for and not income, we wrong in this when regulated to prevent inside profits" at the expense of be con- the uninformed and unwary. Volume 156 " Number 4122 !rf THE COMMERCIAL & FINANCIAL CHRONICLE r"i-" Text Of SEG's Opinion Disapproving Proposed Minimum Capital By-Law Of NASD ^ »11.>vi'i!lEj>KI vviff L u.i! 1627 ■ charged with the'bill the impor¬ "open membership" in as¬ tance of sociations.* He pointed that out membership: " V1. is a valuable business right, and if it is to be feiven to cast NASD were actuated by no im¬ members of these associations and with respect to the proposal. Ap¬ proper or hidden motives; that to the associations as such, for the proximately 700 members did not their only; purpose was: to safe¬ vote. Of the 1,933 votes cast, 1,- guard the industry and the inves¬ guidance of members, it is impor¬ tant that we do not have a monop¬ 197, a clear majority of those vot¬ tor—a desirable end to which the olistic association. The association ing, and approximately 45% of NASD has already made notable Continued from page 1618) A'.total of 1,933 votes v the total membership, favor of the rule in voted and • voted 738 contributions. We think also; that fairness to the NASD requires us to say against it.2 that when the rule 738 who voted against the rule, 691 represented firms whose personnel con¬ sisted of from 1 to 15 persons. Of the 700 who did not of vote, approximately 530 repre¬ firms sented between that pears whose membership and 1 persons. 6 large a consisted it Thus number of ap¬ those not was clined to view it. favorably. however, view, and first was discussed the Commission *2. 'Of the •- was ated with willing a it, and careful consid¬ to conduct decently." 4 in¬ This, purely tentative a close study of the pro¬ posal and of the problems associ¬ was must be open to the fellow who is represented small firms. Hearings before the Senate Committee Banking and Currency, on S. 3255, 1938, page 20. ' ■,\ VU .• - 1 at According to the NASD's estimate, adoption of the rule result in the expulsion eration of all the facts and all the r ; one-fourth of its permit that result ^ In submitting the proposal to its sented for and against the membership, NASD distributed an have forced the conclusion Open ballot which required a , statement of the voter's firm the name rule that proposed rule does not form con¬ the to statutory, standards. signature of its executive Therefore, we must disapprove it. representative. This type of ballot In our opinion permitting the was criticized by some of those registration of NASD, we called who and the appeared before sition the to has It charged that but for the lot the in oppo¬ us rule. open been bal¬ proposal would not have been approved by a majority, and it is suggested that the necessity of signing the ballot fluenced some to vote or to in order in favor refrain may have in¬ of the small dealers of the proposal from voting at all, avoid possible dis¬ to crimination. „• The by-laws of NASD do not ex¬ pressly require a secret ballot for this type of proposal, and the As¬ attention to the lack of provisions designed to insure the safe capital position its of members.- tional, Association Dealers, Inc., 5 insuring itself of its members' solvency. Of course, it must be borne in mind that the mitting amendments to its mem¬ bership, used the signed, open type Upon consideration all of the circumstances, it is our view that charges of unworthy motives in the selection of the type of ballot are unwarranted. However, we constrained to add that it are largely sight, that the now matter of hind¬ use of a secret bal¬ lot would have been preferable. seems, as a There has been as what to discussion some section of the Act is applicable to this ease. It has been suggested that Section 15A (b) is exclusively applicable. That sec¬ tion permits rules which restrict membership on certain specified basis here and on such other specified and appropri¬ ate basis as appear to the Com¬ not mission "to relevant, be necessary or ap¬ Commis¬ sion may find it necessary to pro¬ mulgate its own rules as to the financial " (1939). condition of all regis¬ dealers, whether , members of the kers and dealers in the counter to Associa¬ them permit their aggregate indebt¬ all edness credit balances owed customers, to the of rules a securities effect takes association amendment to an national 30 days filing, or earlier, if the Com¬ directs, unless- the Commission enters an order- dis¬ after mission-so the amendment. The Commission is expressly directed to enter an order of disapproval approving rule further reasons to the us con¬ I The proposed amendment is in¬ with the general pur¬ pose of the Act. The associations covered by the Act were intended to be thoroughly democratic. The Act very pointedly requires the rules of an association to provide broker any the mails or or dealer who instrumentalities of interstate (b) and (d). Since Section 15A (j) refers us back to Section sell securities may become, a mem¬ 15A (b), it is clear that whichever ber. commerce to buy and (Section 15A (b) (3) ). It af¬ fords and brokers to dealers' re¬ of the two views is-sound, the fused admission, suspended, ex¬ Standards controlling our decision pelled or otherwise disciplined, on the rule are the public inter¬ the right to appeal to us. (Section est, the protection of investors, 15A (g) ). and the carrying out of the pur¬ Chief Justice Eicher, formerly poses of the Maloney Act. Since Chairman of this Commission, the substantive, tests applicable while a member of the Committee are the same in any event, and on Interstate and Foreign Com¬ since counsel for NASD has stipu¬ merce of the House of Representa¬ lated that the proposed amend¬ tives, and Chairman of the sub¬ ment will not be incorpprated into committee . by-laws until the Commission has had adequate opportunity to the is un¬ to determine which sec¬ the consider necessary proposal, it tion is applicable. . The question for decision then, is this: Is the proposed restriction the public inter¬ est or for the protection of inves¬ tors, and will it carry out the pur¬ of membership in poses We that charged with the are completely proposing the rule and of Bill, stated the for report on "The the Maloney Committee in the bill: broad to make sure that all and dealers who conduct (3) ) brokers an hon¬ national .associations. Committee rules The Senate Banking and Cur¬ on SCHENLEY ROYAL RESERVE, 60% Groin Neutral Spirits. BLENDED WHISKEY, 86 Proof. division thereof or instrumentality of any one Schenley Distillers Corporation, N. Y. C. municipal corporate or more states." rency, 5. Hearings before the Senate Committee Banking and Currency on S. 3255, 75th Cong., 3rd Sess., p. 85, statement of James on J.' Minot, Jr., .7: quirement incorporated into was the Act. The failure to do without doubt, necessity of rules and regulations as the Com¬ mission may prescribe as neces¬ appropriate in the public interest or for the protection of sary or investors to was, The so provide safeguards with respect to the financial re¬ sponsibility of brokers and deal- deliberate. broad . "of such pulsion of evitable small result rule, and comply firms and the the of the .'proposed loss of large so a association." 3 NASD Cong., 3rd it, the Governors of the stressed to the Senate Committee firms smali, are representative as over-the-counter matter what of the industry. No jurisdictions state and used the ratio method has and it has prescribed a ratio between net capital and aggregate indebt¬ edness similar to that provided in our rule. Section 8 (b) of the Se¬ curities Exchange Act of 1934 pro¬ vides that: - shall "It of member clearly intends that size shall not criterion of selection of a or basis a mem¬ of distinction in bringing to investors the ad¬ vantage of cooperative regulation, The The need for achieve general customer rules to protection against financially unsafe brokers and dealers has been for us this an believe we an¬ rule under Section our (3),. i be for unlawful national a any securities permit in the ordinary of business as a broker his aggregate indebtedness to all rectly to broker of the use means or dealer or mails or of any instrumentality of inter¬ to commerce effect any transaction in, or to induce or at¬ induce the purchase or tempt to sale of, security any exempted an (other than securities), The term others) States "securities or or "exempted or which division by security" n.2) to is de¬ include obligations of are direct guaranteed a thereof mentality of fa) certain a as exceed such per¬ anv state or the obligations to agency any be made applicable to all brokers and dealers who do business with the public and which will, in effect, a floor under financial re¬ place sponsibility. decide ment. the We do not need to merits of this argu¬ The Commission is not now in position a to determine what fixed minimum capital should be without running a prescribed risk of needlessly penaliz¬ brokers and dealers grave ing certain who could not meet the standard. A fixed minimum capital require¬ ment which is adequate for a firm whose tirely business volume firm is conducted en¬ cash basis and in small on a might be inadequate for which does general a of principal or instru¬ political sub¬ a typo of business, including the carry¬ ing of customers' margin accounts the and holding of customers' in safe-keeping cash and securities. minimum capital for dealers who in do busi¬ of the large industrial communities might be entirely in¬ ness one appropriate for those whose popu¬ lation is largely rural. The problem of a proper mini¬ capital for brokers and deal¬ mum has been met ers laws of which ments in part by the the various States, some such require¬ impose on doing business This ap¬ persons within their jurisdiction. be may be a shown the best by experience method troublesome to of.handling In this question. local mented by an need for and the in and 2,000 per centum, as the Commission may by rules and any case regulations prescribe as necessary or appropriate in the public inter¬ est or for the protection of in¬ vestors." whatever Secondly, might over-all rule of the Commission which would vary the additional type of amount other with conducted capital business commitments of liabilities of brokers and dealers. Moreover, the Commission," in with collaboration various State commissioners and representatives of the securities industry, has pre¬ be pared, and is about to promulgate, Rule X-17A-5 which will require safeguard that all registered brokers and dealers file with the Commission against insolvency, any standard of net capital so adjusted as to at least once a year a financial permit small, honest brokers and statement which in some cases capital rule mum dealers might many to as remain a business in be totally inadequate in casesJ For example, a net It bas been noted that a 7. net $5,000 cellations of might capital requirement can¬ cause the membership of more than !4 of the present membership of the NASD. capital of $5,000 means little in the of case run a dealer whose liabilities must be certified by dent accountant. The reports re¬ ceived under this an rule indepen¬ will, for 8. It broker shoWd or be dealer noted can tunity to study the financial con¬ dition of all registered brokers and dealers that comply no insolvent with a re¬ and the knowledge thus obtained should be extremely helpful if, at some future date, the Commission into millions.8 state or any political sub¬ or been some minimum capital re¬ quirement should exist which will the com- and— obligations interest 3 has that the first time, afford us an oppor¬ security 6 in-Section to centage of the net capital (exclu¬ sive of fixed assets and value of of 6. 3281. argument manner persons, said for the benefits of the mini¬ shall net necessity for a mini¬ including custom¬ ers' credit balances (but excluding mum capital provision may be met local requirements supple¬ indebtedness secured by exempted by 15 .That section provides: "No make apparent to and appropriate occasion to nounce (c) time some No. The exchange membership) employed in the business, but not exceeding Commission's Rule of exchange, or any broker or dealer proach to the problem by regula¬ bodies familiar with local a business in securi¬ tory ties through the medium of any needs, combined with a ratio re¬ by - the ' Commission, such member, directly or indi¬ quirement other bership ratio a who transacts curities be Release of qourSe association must conform quirement that he maintain capital to indebtedness. Guy D. Marianette, 11 SEC—(1942), Securities Exchange Act , such members, Congress through exchanges may require, the legislation to which a national se¬ United . the vitally and adversely affects the organization and character of the fined 3. H.R. Rep. No. 2307, 75th Sess., May 6, 1938, at p. 7. ; to as limitation of the NASD to repre¬ sentation of larger firms is an in¬ responsible business shall eligible for membership in some character" a with the provisions and. carry out the purposes of the Act. The ex¬ est and be urging us and its membership to pro¬ for capital* requirements - membership and history makes it quite clear that Congress specif¬ ically rejected minimum capital requirements as inappropriate for state of .this purpose paragraph (Section 15A (b) is its Former Commissioner Mathews approve Act basis legislative (among convinced Maloney condition of a its con¬ sideration of the Maloney Act? in prescribing because with the requirements of subsec¬ tion express segment of its membership, merely just expressed. consistent that be set. out the shall we which lead clusions uses to including persons, 2,000 per centum of their capital.;'Before discussing our net consistent Commission to exceed unless the amendment appears to the The no the over-the- market, forbidding for the der that section To should find we membership ers." basis had been specifically brought I Under this section the Commis¬ tion." ■. to the attention of Congress. That sion may choose between various Since this opinion was promul¬ Congress regarded such require¬ methods of providing for financial gated, the Association has been as¬ ments as appropriate for general responsibility. It can, as the' siduous in ascertaining the finan¬ application is indicated by the NASD has proposed to do, require cial condition of its members and fact that, brokers and dealers to maintain contemporaneously with has acted in a number of cases the passage of the Maloney Act, a fixed minimum net capital. On where insolvency was discovered, Congress enacted Section 15 (c) the other hand, it can, as it pro¬ and it may very well be that our of the Securities Exchange Act. poses to do, require the mainte¬ statement prompted the Associa¬ That section authorizes the Com¬ nance of a ratio of 1 to 20 between tion in some degree to propose the mission to prescribe capital re¬ net capital and aggregate indebt¬ pending amendment. But, it will quirements of general application edness. In making its choice of be noted, we have at all times in the ; over-the-counter securi¬ methods the Commission is moti¬ foreseen the necessity of general ties industry. vated by a number of factors. rules applicable to the over-theFirst, in dealing with the prob¬ Further, Sections 15A (b) (1) counter industry. We believe that and (2), applicable to this case, lem of financial responsibility as such rules are necessary now and require that an" association have it relates to members of national we have, therefore, adopted a rule a sufficient "number of members" securities exchanges and brokers applicable to all registered bro¬ and that it be "so organized" and and dealers who do' business not or propriate in the public interest or protection of investors and to carry out the purpose" of Section 15A. The opposing view is that Section 15A (j) applies. Un¬ over authority for the rule in statute.* as of membership. vides of tered brokers and ballot. Securities 627 clear own may while considering the Ma¬ We then said: mercial paper, bankers' accep¬ loney Bill, was presented with an "The Commission hopes that the express proposal to prescribe capi¬ tances, or commercial bills) other¬ applicant will undertake within tal requirements 5. No such re- wise than on a national securities the not too distant future the task exchange, in contravention of such sociation has in the past, in sub¬ Of of SEC Na¬ business 0 4. on arguments which have been pre¬ voting his •v;'?f •> determines that the public interest requires change in (Continued on page 1631) j anyp f !<?tijtiou&: o quotation * Commission shall,* Mor-the makes IBJt Opposes SEC Price Disdosure Riile'llls w ?1 Impractical, Unworkable The paragraph, this of purposes Thursday,! November 5, 1942 FINANCIAL CHRONICLE THE COMMERCIAL & 1628 by cpntinent, ,to assute a dealer that the, ibid*:an, askedq price disclosed is the best., Inquiries may not be made of any one firm Tor the companies appear to have believed inadvisable to list their shares on national/securities ex¬ surance, changes. These two classes of se¬ reasonably de¬ reason that such would be no evi¬ curities, therefore, constitute-one (Continued from first page) signed to prevent such acts and dence of having canvassed the of the important segments of the field to ascertain whether there is over-the-counter market. call meetings of members to dis¬ hereof (1) that the bid and asked practices as are fraudulent, de¬ The difficulies which would have prices so disclosed apply to an ceptive, or manipulative, and a better bid or asked price. Some¬ cuss the proposal and to send to to be faced in attempting to oper¬ the office of the Association "any amount of the security less than such quotations as are fictitious," thing more than that is necessary to meet the reasonable diligence that sold to or purchased from We have been told this pro¬ ate the proposed rule might cause expression of attitude or opinion the customer, if such be the fact; The extra use of trading facilities for these two big posed rule is a proposal of the requirement. coming out of such meetings." communication facilities would, of and important classes of unlisted Request was also made of indi¬ (2) that the information pertain¬ Commission staff and not of the We assume, course, be particularly undesirable securities to diminish, resulting in viduals in member firms to send ing to the bid and asked prices Commission itself. at this time. that the purpose of substantially lower price levels their reactions to the Association. disclosed to the customer has been therefore, The proposed rule would re¬ for these stocks. We obtained from sources believed to inviting this Association to submit question the ! In reply, the Association has re¬ comments and suggestions was to quire a dealer "at or before the wisdom of any action at this time ceived reports and letters from be reliable, if such be the fact, completion of each such transac¬ which but that he is not able to state get the considered opinion of might drastically lower every part of the country and tion" to disclose to such customer market values of ownership in the from 1 every type of securities that a transaction could be ef¬ those experienced in the business fected at the disclosed price or on the effect the proposed rule in writing— two industries which must bear dealer represented in our mem¬ "(1) (a) The best independent the brunt of financing the war. If would have upon the securities bership. Included are underwrit¬ could not be effected at a better bid and asked prices the dealer bank stockholders and insurance ers/ 'distributors and traders, large price; and (3) any other fact, not business and the public interest. 'is able to ascertain upon the exer¬ stock owners find their market Accordingly we submit our and small, members'of national inconsistent with the purposes of cise of reasonable diligence; or values crumbing and bombard stock exchanges, including ap¬ this rule, which the dealer may comments in the light of the com¬ (b) the best independent bid or their managements with anxious bined many years of experience proximately 60 members of the wish to disclose. asked price after the exercise questions/such managements will "(c) Records to Be Kept.— of the membership of the Asso¬ New York Stock Exchange. Re¬ of reasonable diligence." not be so inclined to stretch their ports were received from each of Every dealer who make a dis¬ ciations, with our analysis and regulations define and and rules Not In Public Interest, prescribe means ... . the Approximately Groups. 350 letters of comment have been re¬ ceived from individuals. Through have been comments letters, and reports from received better members. Every of their communications has than 90% one been of our carefully read and the atti¬ expressed are taken into account in framing our reply to tudes the of our members assume proposed rule is directed problem of so-called ex¬ cessive spreads or unconscionable the profits. Quite a few refer to "riskThey are unan¬ imous in their willingness and less transactions." eliminate excessive desire to help spreads or unconscionable profits in bid a reasonable and practical way. the slightest disposition to contend that there is no occasion to examine the There asked and prices were cur¬ the sources of the in¬ formation disclosed; and (4) the date and time such information (3) rent; obtained. was ' ; Exemptions.—This rule not apply to the following: conclusions. a appears not problem. They are also unani¬ mous, however, in the opinion that the proposed rule would be: (a) Against the public interest. (b) Impractical and unwork¬ shall "(1) any transaction in a se¬ curity during the 30-day period following the date on which the security is first publicly offered, provided that a registration state¬ effect in is ment to as such se¬ of 'provided curity under the Securities Act as amended, and further that the dealer, 1933, in con¬ transaction, such with nection the pros¬ pectus required by that Act; "(2) any transaction effected on gives a the to customer national securities exchange; "(3) transaction which is a any record The Rule Would Be Against closed, the Public Interest which were In view the effect the of pro¬ posed rule would have on in¬ vestors, securities markets and securities dealers, it is against the public interest. . the information of the date 'and time dis¬ as current, the sources of of the information and the date and time information such And that dealer is not was obtained. sufficient, is required is little of the rule. price," in many instances, and, wherever Violation of any one to the actual value of of such parts would constitute a security. Bid and asked violation of the rule, having the prices and even the so-called force of law, and thereby render market price of any security are the dealer amenable to the civil subject to many factors which and criminal penalties of the act vary greatly with events, time itself. Being required to disclose the and place. Even rumors, at times unfounded and unjustified, best bid and asked price, and being affect, the bid and asked price as required to keep a record of the well as the market price. These facts so disclosed ,and being re¬ are nothing more than a single quired to assure himself that the factor in judging the value of bid and asked price disclosed is the security and then only independent, the dealer as a prac¬ index no the of a secondary distribution when in the hands of those tical matter, would also be obliged approved by a national securities definitely experienced in such to keep a similar record of all able. exchange and which is effected matters. Even the so-called other bid and asked prices con¬ during the course of such distri¬ market value of a security fre¬ sulted, the extent of his research The Proposed Rule bution; and : quently has no more than a remote efforts and the information there¬ "Disclosure of Market Price "(4) any transaction in an ex¬ relationship to the actual value. by ascertained,^in order to be able "(a) General Provisions.—The to prove at any later date that empted security, provided, how¬ To illustrate, it rather frequently term 'manipulative, deceptive, or happens that a given bond selling the price so disclosed was in fact ever, that no transaction in an other fraudulent device or con¬ exempted security which is a di¬ over-the-counter or on a stock ex¬ independent, and was the best bid trivance' and the term 'fraudulent, and asked price. rect obligation of or an obligation change market, with an occasional deceptive, or manipulative act or In many instances the cost of guaranteed as to principal or in¬ transaction of one, two or three practice' as usedMn _Sections 15 bonds in the usual course of busi- such research and of making ne¬ terest by a State or any political (c)(1) and 15(c)(2), respectively, subdivision thereof or any agency ness, sells off five to ten points cessary records would be greater of the Act are hereby defined to or instrumentality of a State or when a large block of the same than the normal and presently include any act of a dealer de¬ bonds is thrown on the market customary spreads or profits. Such any political subdivision thereof signed to effect a sale to or a or any municipal corporate in¬ suddenly and without a program costs would be prohibitive to many purchase from a customer, by strumentality of one or more of orderly absorption of the entire dealers, particularly so in smaller such dealer, of any security un¬ block. To disclose the latter quoted communities and for smaller deal¬ States shall be exempt from the less such dealer, at or before the provisions of this rule unless such low price or sales price in a sub¬ ers at a distance from the major completion of each such transac¬ transaction occurs in the course of sequent transaction in the same markets and with limited facilities tion, discloses to such customer in a public offering of such secur¬ security, although it may be the for obtaining the required infor¬ writing— best bid or market price ascer¬ mation. ity by the issuer thereof." "(1) (A) the best independent tainable at that time, may be de¬ 3. Markets Would Be Restricted bid and asked prices for the se¬ Text of Subsections (c)(1) ceptive and to the extent that it and in Some Instances Decurity at the time of the sale or is and (c) (2) deceptive, tends to work a ,stroyed. purchase which the dealer is able fraud.. -.'v A-1/ ;■ '*; Subsections (c) (1) and (c) (2), A. large number of the dealers to ascertain upon the exercise of The interest of the holders of cited as the basis for the proposed who responded to our request for reasonable diligence; or \ ' other of the same issue of secur¬ opinions and reactions indicated "(B) the best independent bid rule, are as follows: ities must not be forgotten if the that the additional cost of operat¬ or asked price at such time, if the "(c) (1) No broker or dealer part . 5. The ascertain both a bid and an asked shall make any use or means of the mails or of instrumentality of interstate commerce to effect any transaction in, or to the security induce price; or * A "(C) if neither such a bid nor such an asked price can be ob¬ tained after the exercise of purchase or sale of, any (other than commercial paper, bankers' acceptances, or commer¬ reasonable diligence, cial the price at which the dealer was able to ac¬ the quire fide security transaction in which that bona is closest otherwise bills) National on a exchange, by securities of means ceptive, or than any manipulative, de¬ other fraudulent device The Commission contrivance. im point of time to the proposed sale to or purchase from the cus¬ or tomer, but which is not more re¬ mote than 60 days prior to such section, by rules and regulations proposed sale or purchase, pro¬ vided, however, that if the dealer has had no such transaction he ances shall make the disclosure required by Paragraph (2) hereof; and "(2) if the disclosure is made pursuant to graph (1) the after (B) or (C) of para¬ hereof, the fact that exercise of reasonable diligence he was unable to acertain a current independent bid or asked may price, be. or both, as the case "(b) Notmng in this rule shall be understood as preventing any dealer from stating in the written notice required, by, paragraphi ,(a) shall, for the purposes of this sub¬ such define are as ceptive, devices or state de¬ manipulative, or dealer shall or of any of the mails use means or contriv¬ otherwise fraudulent. "(2) No broker make or instrumentality of inter¬ commerce to effect induce or at¬ tempt to induce the purchase or sale of, any security (other than an exempted security or commer¬ cial paper, bankers' acceptances, or commercial bills) otherwise on a To compel the disclosure of such unusual and, not infrequently, abnormal, bid price or, perchance, actual sale price, under official an requiring business. holders, a national securities ex¬ and where a terest. depends There are other kinds of isolated in transactions which the dealer such In fluences. price would instances be required by the to which in reality might be conducive to deception the entail great Expensive. best and asked re¬ smaller commercial banks and Bank and Insurance Stocks Would Be Injured. The fear is expressed in many quarters that in operation the pro¬ price given \yithout regard to posed rule would have an injurious section of the country effect upon the market for the in which the best bid or asked stocks of insurance companies and price is to be found. It would en¬ of commercial banks. Bank stocks must be location or tail calls, a great many of them at, long distances, sometimes across uthe or 4. additional expense is bid The municipalities. apparent. The comparatively companies, and possibly to the credit standing of numer¬ ous small industrial enterprises or rule would proposed a insurance and fraud. That upon sulting restricting of such markets would be detrimental to the inter¬ ests of local holders of securities, the rule to take steps 2. The Rule Would Be liquid security market small number of dealers. paid reflects wholly transient in¬ fraudulent,. deceptive, manipulative act or practice, or shop. true in smaller public in¬ definitely against the According to the state¬ This is particularly communities where the number of dealers is limited to close reflec¬ the credit of the issuer and on unprofitable, retirement from made, many small and mid¬ dle sized firms would feel obliged have, might be taken1 as evidence so may be against the interest of other their ments of value and tion definitely business sanction that such disclosure is to change, in connection with which such broker or dealer engages in any ing under the proposed rule would render continued conduct of the any transaction in, or to than public interest is to be considered. many additional are-"exempt securities" under telephone • Would Rule Tend De¬ to stroy the Value of Certain Se¬ curities. j; . the provisions of' Section 3 of the 1933 Act. Neither the banks nor the in- realizable The ities frequently existence of value depends of secur¬ the In upon ready market. a instances those and those com¬ munities where, by reason of the cost, the dealer would find it unprofitable and imprac¬ tical to remain in business, the ready market of securities local to that community would be ad¬ versely affected and in some in¬ stances destroyed. The market on many small local issues of secur¬ additional ities is and made maintained by dealer local to that community a who is familiar with all the facts and which circumstances to go make up and who the value of local issues thereby is able to find buyers for securities which other¬ wise would have little ever of or no ac¬ ready markets at all. What¬ destroys the marketability to cess security in part destroys its If this rule is adopted, it a value. will make a mockery of the "de¬ centralization" of dealers small The markets. the throughout country would be the first casual¬ ties. r That would the in be not publie interest. The Rule Would Be tical 1. A and of rule in definite is • Provisions the Conducive Are Imprac¬ Unworkable Number The Confusion. to uncertain and in¬ particulars. It crease contingent liabilities im¬ possible of determination. This is particularly true as to such terms many "independent", "bid and asked price", "reasonable diligence", "best bid and asked price", etc. as (a) What is meant by indepen¬ bid or asked price? Does mean independent of the par¬ dent it . after the exercise of reasonable diligence, is unable to the should receive mission. : dealer, possible. This aspect as matter to use reason¬ commonly known to the trade, A "disclosure of market the careful consideration of the Com¬ ascertain the best as of Value of The independent bid and" asked price that independent bid and asked price might be. These requirements all are integral parts Price Not Indicative to buy as many govern¬ resources ment bonds such bid and asked prices able diligence to 1. Bid and Asked Price or Market "(d) that the at of this rule shall make and preserve a record of (1) the in¬ formation so disclosed; (2) the date and time as of which such (1) proposal. Most paragraph (a) closure pursuant to . The dealer would need to make ticular dealer involved, indepen¬ dent of the issuer, independent of interested in the market anyone of securities? such dealer or broker . How must determine a the quality of independence and what degree of proof must the dealer or broker have to meet the obliga¬ tions imposed? If independence of interested in the markets anyone is the standard of test, no quota¬ tions could be regarded as reliable and no could The proof of independence be had. dealer being required to quote "independent" bid or asked prices, he must necessarily have evidence that such quoted prices are in fact independent. This makes it necessary for the dealer in making inquiries as to bid or asked prices, also to inquire as to the "independent" character of the bid and asked prices he may be given. He cannot rely upon a quotation published in the news¬ paper unless he knows the source from which the quotation is ob¬ tained and the independent acter thereof. the char¬ To be able to prove independent character of mar¬ he quotes, the dealer would kets be obliged to maintain a record of Volume 156 {THE COMMERCIAL Number; 4122 & FINANCIAL CHRONICLE 1629 i the nature considerable blocks of securities of theiro'dispoSitioAfhf'l itW deSitkid to such it-rural!municipality1 which term tthVaise' ca^hf' ' ! "c) The general as of his inquiries'as to independence/A dealei: could not underr:aftyii>eir:dumstances id dut$ to his that of his firm, quoted price dent" price. ' , protection own and that any "indepen- assume was an pdrarily had; defaulted terest sale bid and asked from its portfolio. many applied to in the or outside? If or one the , other, must the dealer so designate to avoid confusion and, .more particularly, to avoid a charge of misrepresentation or de¬ ception, an element far more per¬ tinent to actual fraud than any due default would be would cured be and that the bonds course paid maturity, in words, that the credit of the municipality was entirely sound. It was found, however, on other when that the issued were bonds no in question merchantable dealers from the business at¬ lieved that present holders of torney's tained and that in order to redis¬ terially during asked price. If a dealer is required to quote the best bid and asked price, he tribute the block of securities, it would be necessary to cure that of markets and thereafter spreads would be even larger than know must what bid and price is to be regarded He cannot inside asked the besh as that either the assume had ob¬ been listed securities would suffer either of such bid and asked prices are bona fide? At least he would be required to use reasonable dili¬ such the induce would would taken of out the portfolio and resold to the best interest of all. the The investiga¬ ultimate and record preserve to sufficient a his prove faith good efforts. (c) What constitutes "reason¬ able diligence" as applied to the requirements here proposed? Al¬ though there are many court de¬ cisions which, for the purpose of , the facts and the issues then in¬ volved, define "reasonable dili¬ gence", here the term is to be applied to a set of facts and a breadth of situations yet never authoritatively determined. Reas¬ ons for this ous as to query are so numer¬ preclude any necessity to enumerate them. (d) What is the full import of the requirements for the "best" bid or asked price? of u the, .business able bid or the In the language vicinity of the dealer is not dif¬ ficult bid ascertain. to But better a asked price might be had in some distant part of the coun¬ try. One of the difficulties of the proposed rule revolves around the or —facrthat market cohditions differ widely in various The four of the of the country, alone, are the limits to the possible extent of the inquiry. Unless it is possible for a dealer to determine with some degree of exactness what is required by the rule, he cannot carry on his busi¬ ness except at the hazard of in¬ curring liabilities far too great to warrant engaging in business at country* parts corners (e) Is the disclosure of the "price at which the dealer was able to acquire the security in that bona fide transaction" not more than sixty days prior thereto, an determining fraud, deception or manipulation? The price paid for a block of secur¬ ities frequently does not include element for the total cost to the dealer. There may be and frequently are other items of first be total cost absorbed which must before there is profit. Frequently to quote the "price paid" without explain¬ ing other items and elements of sell to er the securities at fair a price to investors, absorb the in¬ cidental expenses and earn a fair profit for himself. In this case, to have quoted the price of the security purchase would have indicated spread an inferred and excessive an ing. After all, is not a fair price security based upon the accepted standards for determin¬ for the ing its investment value, the meas¬ ure of fair dealing? If the dealer acquired a security under honest circumstances a which netted him bargain price, is the dealer duty pass the bargain on to bound to the customer? If an investor ac¬ security for investment at an investment price, without actual deception, manipulation or quired other there a fraudulent any demned practices, misdeeds to be or bad practices are con¬ to be regulated? To illustrate this circumstance has point, been an actual related substantially as follows: a small rural,bank had in its portfolio a more to necessary purchaser. As practicability and workability of this rule, we quote from a prominent eastern firm which the is member a NASD, the of New the IBA, and York other stock exchanges, as follows: "This Rule, is apparently based on fundamental a fallacy—that bid and asked prices, as ordinarily given in the. business, are actual prices upon which transactions This is not are based. the majority of such quotations given over the telephone by are traders active the and so because seeking the quotation accepts it as ar: guide rather than an actual bid, the re¬ sult being that ■ transactions are frequently effected between the quoted1 prices or even! outside the one limit of the bid and asked quote. result of such quotations is* effected at price which is not either the original bid or asked price. This may be due to the size of the a market quoted but it is not necessarily so and is generally merely an exposition of the trad¬ ing priciple between buyer and seller. Hence ports the1 a advise to rule the which pur¬ customer under the for trade. "The foregoing comments refer to the effect upon dealers and jare not conclusive as to the merits demerits of the Rule from the o? standpoint of the public. It ap¬ pears, however, that because of the effect on dealers as described above, there would be definite re¬ actions upon the public in the following ways: "a) Thousands of securities traded over-the-counter now would suffer in marketability and there¬ fore in collateral value. "b) Securities of small com¬ panies unable to register on a national securities exchange would still be distributed originally registration with the Securities and Exchange Commis¬ through sion and be little ing in would thereafter or no them have there would securities great the purchaser difficulty in of small com¬ those 1942 by would not taking be And 1942 taken, next year retroactive .. for as capital this such any if until made the gains and , treatment losses in the most that favorable not it is about record on when fourth A member of the stock west firm which the New IBA, York is the also judged in relation to levies on ordinary income. , a NASD and With the 1942 tax bill finally out of the way, corporate earning lows: for the year power "Out mated over with can fair a be esti¬ degree of accuracy. Many stocks are selling at fairly high levels in relation to indi¬ cated war-time while many very mendous volume of unlisted issues low. earning power, others appear to be For instance, take similarly situated companies auto parts group, viz: Briggs (selling around 20), 1942 earning power is estimated at around $2.30 per share, has paid $1.50 in dividends thus far this some have sponsorship both as regards to the preparation and dissemina¬ and the .u What You Get for Your Money other exchanges and from the coast, writes in part as fol¬ tion of information to of the bill, the fact that should overlooked is is windfall profits Congress, come could 1942. be / income a Needless to say, action and plan in the public with regard to the making of markets thereon. Dealers must the . other stock exchanges, quote: we "In reply to your letter of July 29, 1942, regarding proposed Rule X-15-C1-10, our experience has that to it is not supply time on always bid limit and prior to sale or the-counter business dition of of days on and over- in ad¬ difficult to very the source over this period Many times quotations merely nominal and others time. are opin¬ ion, the proposed new rule would destroy the market for over-thecounter for very small amounts which do not indicate a real market. Quo¬ tations may originate from some source which can not be substan¬ * "Without it that the these satisfaction the were of best And firm with quota¬ like member¬ quote: we "The apparent reason for the above rule is tomer against the payment of ex¬ prices for over-the- to protect the cus¬ cessive counter securities by advising him of the current street market. This purpose may be accom¬ plished in a minority of instances, but in the great majority of overthe-counter investment transac¬ tions it will have the effect of leading the that he is customer to believe overcharged on his pur¬ chase and create dissatisfaction. * ; "There is respect, * no thoroughly tation which dependable and the Sheets in National is can this Quo¬ not Many quota¬ tions in this service are nominal, while many others are merely put in there by trading houses to at¬ tract bids and offerings. The in¬ vestment dealer in a small city who does not have access to wire services and who very often is a subscriber to service would cost be was the able cution. If and at it some national only at excessive to determine what bid transactions asked the were time of of stated, all exe¬ as it should be in many instances, that the market was nominal and only a so negotiated market, many is true in as cases today, it would a tendency to discourage the buyer, while, on the other hand, the market might be nominal one day and very actual the next. have * "The v (Continued from surtax page domestic for Spicer (3) with earn¬ ings this year of around $9.00 and dividends and thus far of $3.00 credit of nearly $3.75; also note Electric Auto Lite (29) with 1942 earning power esti¬ mated at around $3.00 and divi¬ dends paid of $1.75 and a post-war credit of 65 cents,..contrasted! with Timken Detroit Axle (28) with in¬ dicated earnings of around $8.00 dividends paid thus far this and a post-war credit of about $3.10. of $2.50 the —aircraft—group~ note with earnings of $2.90 and dividends paid Sperry 1620) paid post-war a —In companies $3.30, trasted with year (26) around thus far this year of 75 cents and a post-war credit of $1.10, as against United Aircraft (28) with 1942 earnings of around $4.25 and the average of the three other dividends paid of $1.00 and a base years for a year of poor earn¬ post-war credit of $2.60. And in ings or of no earnings in deter¬ electrical equipment field note mining the excess profits tax * * substitution of 75% of sphere; (3) credit; (4) exemption from excess profits tax for earnings from min¬ ing strategic metals, such as vana¬ dium, nickel, tin, etc.; (5) an arti¬ ficial and more favorable average earnings base for companies with t, effect-of this rule the general unlisted market would be Electric (29) with 1942 and post-war credit of 60 cents, Square "D" (34) a contrasted with with 1942 earnings of around $5.80 and dividends paid of $1.50 and a earnings poor record 1936-39 base years; (6) use lish upon taxable that profit next year involved. It post-war credit of 25 cents, against this year Pepsi-Cola (24) with this year's depends earnings of around $2.70 and divi¬ the particular circumstances dends paid thus far of $1.50 and a rather a might be well to point out, however, that next year's treat¬ capital gains can hardly any more favorable than this year—and if the war should go badly so that far greater sacrifices would be required from everyone, then obviously tax rates not only capital gains but upon all kinds of income would be higher. on to However, there is ahother point consider—namely, the so-called Ruml plan. ' Under this plan in¬ come tax payments by individuals would be placed on a current basis of credit post-war cents. about 20 y--';• V/'' Numerous ment of be could be other illustrations such as Phelps Dodge (26), earning around $2.65, and Anaconda (26), earning around $4.70; International Har¬ vester (52), earning around $3.25. and Deere (23), earning around $3.15; Parke Davis (24), earning around $1.50, and McKesson & Robbins (12), earning around $1.50; Superheater (12), earning around $1.20, and Continental Roll & Steel (11), earning $9,00, and so cited, forth. by having the 1943 payments ap¬ ply to the taxes due on income in that year. The payments made in 1942 would apply to the 1942 in¬ come rather than the 1941 income. According to the original pro¬ posal, the tax due on the 1941 in¬ come would be skipped, although the on General estimated net of around $1.80 and dividends paid thus far of $1.40 in the post-war credit of $2.50. And in of the the beverage field note Coca-Cola post-war credit to retire debt— (80) with 1942 earning power at and other similar provisions.: around $4.60 and dividends paid That Skip Year thus far this year of $2.25 and a a Whether it is advisable to estab¬ * service be pointed to as authoritative markets as we have them today. not • around again,; from another, mid- operating ;in the Western Hemi¬ western ships, • Comments all tions in the market at that time." * with 1942 earnings and dividends paid thus far this year of $1.25 and a post-war credit of $1.20, con¬ of and be impossible for the effecting the trade to to * (40) Bearing great an Stsek larkef might prove the to adequate profit motive, sponsorship of over-thecounter issues will disappear and markets disintegrate. With the destruction of these markets, the approximately 65,000 companies represented by these issues then lose all access to any responsible capital market and their pri¬ mary means of development and growth." tiated at a subsequent date in over-the-counter transactions and broker securities indicated post-war credit of $1.50; also consider Timken Roller detriment of the public. pos¬ asked 60 purchase might be prove incentive for trad¬ and deal¬ many if course, all year. to the Disruption and stagnation of be compensated for efforts in this year, and has an indicated in securities and conse¬ post¬ direction. The only way such war credit of about 25 cents, quent loss to investors in case compensation can be proper and whereas Doehler Die Casting they are forced to sell." adequate is through a just mer¬ (selling around 23) will earn And again from a middle west¬ chandising profit represented by about $4.00 this year, has ern paid firm, also a member of the the spread between the wholesale $1.50 in dividends, and has an IBA, the NASD, New York, and and retail market. In our of present custom of the of principally in in¬ "2. best independent bid and asked prices could not be effective trade accepted markets The usually to incite a firm offer to buy or sell and is usually accepted or rejected as a trading matter. When both parties agree on a price the transaction is, therefore, Rule a to be— panies. prices the to the business it skipped, it would be new . Elimination the deficiency been confusing to the sible cure would have been of if ,n Of capital issues for smaller companies on account largely; abandoned by seem who ers uncon¬ scionable profit. To have made de¬ tailed explanation of all the steps any total cost would be most mislead¬ "1. tion, the avail¬ best offer in the immediate be consolidation "The main result of such sound discount which enabled the deal¬ and difficult to float readjustment and the auction principle as , status of the security make ■; belief at all. would be the and, in addi¬ expense of the necessary attorney's opinion. The bank then made a price to the dealer at a as heretofore, determine could that they were bona fide being so required and having done so, it would be necessary to gence today are tion and the or prefer curing of defects re¬ quired different trips to the muni¬ cipality, considerable reseach to ities Can the dealer that all as appar&tQ -*^le have of a total of something 65,000 to 70,000 securities in in fewer hands. Many houses not existence throughout the country, financially able to risk parrying we understand only about 6,200 inventories would go out of busi¬ issues are actually listed on one ness irrespective of the standards or more national security ex¬ they maintain. \ changes. It is vital that the tre¬ bank assume the ma¬ they deficiency. The dealer got an ac¬ ceptable opinion at his own ex¬ pense so that the block of secur¬ outside price is and will be the best price so to be quoted. or market a t-h-at "tSlfc? not to create less interest in outstand¬ un¬ absence of price disclosure wheth¬ er it be market price or bid and opinion active so* would the market in specialty se¬ curities, such as bank and insur¬ of the fear of not being able to ance stocks, would be controlled maintain a satisfactory secondary by relatively few large houses market interest. Those dealers able to carry an who are able to stay in business inventory. "d) The information required is would be driven to the exclusive practically impossible to obtain in sale of whatever new issues ex¬ municipal issues and the market isted, investment trusts, secondary therein would have to be reor¬ distributions, etc., which may not ganized. by any means meet the best needs "Generally speaking, it is be¬ of their customers." The dealer satisfied himself the seller or disrupted by the elimination of ing securities, and make it and curities of that part of the coun¬ try. that asked * be known to be familiar with the se¬ is it the so-called inside bid and price; that is, for over-the-counter securities would To do this the a local dealer widon..%he Ispflads* buyer market payments. The bank was required to remove the bonds bank (b) What bid and what asked price is required? Is it the whole¬ the in¬ on same result could be accom¬ Of course siderations there to are take besides earning power. it other into However, is obvious that there are many advantageous can exchanges which be made in the present mar¬ ket. The around a is thing to do is to look bit and get for the most that money.—G. Y. plished by skipping the taxes on there 1942 Billard, J. R. Williston & Co. income, a procedure which con¬ account your , v FINANCIAL CHRONICLE THE COMMERCIAL & 1630 Thursday, November 5, 1942 - . it Flotations: Calendar of New Security ■n-f" T u "Capital stock of New England Pole & Treating Co. $110,000. Balance of net proceeds of the series M bonds, the serial notes and common stock will be used to redeem at $120 per share or otherwise retire on or before Oct. 1, list of issues whose registration statefiled less than twenty days ago, These issues Following is ments were a grouped according to the dates on which the registra¬ normal course become effective, that are tion statements will in days after filing except in the case of the secur¬ foreign public authorities which normally become effective in seven days. is twenty specified, dates, unless otherwise These filed of 4:30 are as ing. drawal the corporation is the design, development, manufacture and sale of paper MONDAY, NOV. 9 BUILDING CORP. BOULEVARD JEFFERY through registration Jeffery Boulevard Building Corp. trust voting shares of pre¬ $100 per share, and 163 shares of common, no par value Address—10 South La Salle St., Chicago Business—Apartment building Offering—To be Issued in connection with the extension of a voting trust agree¬ ment for a period of seven years from Aug. 15, 1942, to August 15, 1949, unless continued for a longer period by the af¬ firmative vote of holders of 51% in amount of the outstanding voting trust certificates outstanding, representing the preferred stock. The stock was originally issued at the time of the reorganization of the prop¬ stock, value par in placed and erty 1,471 covering certificates ferred • a for SEC the with statement filed has trustees voting trust for a voting a period of five years. Trustees deem it ad¬ to continue the voting trust for a further period. vantageous Registration Statement No. 2-5052. (10-21-42) packaging and wrapping materials in a variety of forms of envelopes, folders, wrappers, folding boxes and containers. Primarily because of the nature of the corporation, it and products of the plant is, anticipated that the war or conditions arising therefrom will not alter substan¬ tially the general character of the business or products of the corporation Underwriting—No firm commitment has been made to take any of the securities but P. W. Brooks & Co., Inc., City, is the principal under¬ defined in the Securities Act of > registered, York New writer, as 1933 at . Offering—The securities will be offered prices ranging from 99 Vz to 102 V* de¬ upon maturity date pending Proceeds—Net discharge demahd bank loan, proposed a to used will be proceeds corporation for machinery to reimburse the such additional production facilities as are needed. for balance and acquired Fornj F-l. Registration Statement No. 2-5058. Form (10-28-42) A-2 INCORPORATED OAKDALE through voting trustees has filed a registration statement with the SEC for voting trust certificates covering 1,056 shares of preferred stock, par value $100, and 117 shares of common Oakdale stock, done by Incorporated par no Chicago South La Salle St., Address—10 Business—Apartment building OF OFFERING DATES UNDETERMINED We below present list a registration statements were filed twenty days or more ago, but whose offering dates have not been deter¬ to unknown are or us. for of period a to 1942, 15, Aug. years from 15, 1949, unless by vote of 51% which represent seven Aug. continued for longer period of class certificates A preferred stock Registration Statement No. 2-5053. Form APARTMENTS, INC. COURT AVALON Apartments has filed a reg¬ statement with the SEC for vot¬ Avalon Court istration 1,025 shares ing trust certificates covering preferred stock, par $100 per share, and of 113 of common, shares Salle St., Chicago South La Address—10 Business—Apartment building issued in connection with the extension of a voting trust agree¬ ment Jor period of seven years from Aug. 15, 1942, to Aug. 15, 1949, unless continued for a longer period .by affirma¬ vote tive a holders of 51% of class of certificates representing the preferred Registration 5054. No. Statement A stock Form '* Ffl. (10-21-42) SATURDAY, NOV. 14 KEYSTONE investment trust-full participation, series "B-3" Address—50 Congress St., Boston, Mass. Business—Investment trust. Corporation, Underwriting—Keystone of control with Keystone Cus¬ Funds, Inc., is principal under¬ under Boston, todian writer (10-26-42) KEYSTONE INC. CUSTODIAN FUNDS, Keystone Custodian Funds, Inc., has filed registration statement with SEC cover¬ ing 150,000 shares, investment trust-full certificates of participation, series "K-l" Address—50 Congress St., Boston, Mass. Boston, writer Offering—At market investment Proceeds—For Registration Statement No. 2-5056. Form C-l. (10-26-42) KEYSTONE CUSTODIAN FUNDS, INC. ' 'Keystone Custodian Funds, Inc., has filed registration statement with SEC cover¬ 150,000 shares, investment trust-full certificates of participation, series "S-2" Address—50 Congress St., Boston, Mass. a ing Business—Investment trust. Corporation of Boston, under control with Keystone Cus¬ todian Funds, Inc., is principal under¬ writer of certificates of participation in Underwriting—Keystone the Keystone Funds Offering—At market . investment Proceeds—For Registration Statement No. 2-5057. Form (10-26-42) C-l. MONDAY, NOV. 16 P. ANDREWS L. CORP. has filed a registra¬ with the SEC for $360,000 P. L. Andrews Corp. tion statement first series t mortgage A, convertible serially maturing 5V2% bonds, from 1943 to Address—7800 Cooper Ave., Glendale, New - to first York, N. Y. Business—General character of the busi- holders the to the of stock and 6% preferred stock for subscription at $10 per share in accordance with their pre¬ emptive rights. New England Public Ser¬ as has Co. the common less shares, to and agreed for subscribed 261,910 shares any be subscribed for by stockholders, pay therefor in cash at $10 per the proposed merger beProceeds—Statement says that prior to may and to share the r 3 P lit i •(*..* Offering—The issuer, a new corporation, the exercise of its option, will take over and carry on the present business of a partnership as an interstate carrier of merchandise by motor vehicle. The new corporation will acquire from the partner¬ ship all accounts receivable, motor vehicle equipment, rolling stock, real estate,, fran¬ upon In consideration thereof corpo¬ deliver. to partnership 4,000 shares of its capital <stock, $1 par value, $250,000 of its debenture 5s and* is also to deliver to the underwriter, on the order of the partnership, $150,000 of the debentures of the par value of $1,000 each, for the surti of $150,000 plus accrued interest to date of delivery. Corporation in norma] course also assumes liabilities of partner¬ will ration underwriter will purchase and the debentures from The of securities the registered. now Cumberland County Power & Light Co., a public utility incorporated in Maine in 1909, will be merged into the company and Central Maine will thereupon acquire, pursuant to agreement of merger, the rights, powers, etc., of After the merger has be¬ an business the effective, come accrued interest the of Fllicott a date in face 3%% capital A-2. 1966 due to 23, 1942 giving to the privilege exchanging the 6% cumulative preferred stock, par $50, for the debentures on a dollar for dollar basis and or exchange for deposits made by non stockholder members. Registration effective 11:30 a. m. ESWT will stock to used be pay par premium in the redemption on a date 1942 of an unspecifed num¬ stock and shares of 5'/2% preferred stock of Cumberland County at 130% and 110%, respectively, all of which shares are to be called for redemption by Cumberland County prior to the proposed merger and converted under the agreement of merger into an obligation of the com« pany to deposit the redemption price there¬ of in trust for the holders of such shares. The amount to be utilized in such redemp¬ tion ~111 be supplied by amendment. Adaitional net proceeds from the sale of serial notes and common stock will be used of shares 6% preferred unspecified number of an acquire 300 shares of the common stock $6,000 face amount of 5% debentures to and 1, 1936, due Aug. 1, 1956, of Nepsco Inc., and 10 shares of common of Services. Corp. $9,100 and outstanding shares Nepsco Appliance Finance acquire all of the 650 to JJ..* .j) Oct. 24 on 14, of 5:30 p. m. as j , t«i \ i;'- t,i i i V ' ) t'i>> ft H ESWT on Sept. 1942 FIREMAN'S FUND Fund V. .. INSURANCE Insurance Co. shares of $10 has filed Francisco, Calif. motor and marine of Home Fire & Marine Insurance California of basis on of Fireman's Fund share Home; and of 75/100ths for one share of 30,348 shares of Fireman's in exchange for 67,440 shares of $10 par com¬ Occidental of Insurance Co. on basis 45/100ths share of Fireman's Fund for share of Occidental Underwriting—There are no underwriters Proceeds—To be issued under plan of Statement filed in San Francisco Registration Statement No. 2-5051. Form (10-15-42) Amendment to defer effective date filed 1952 1, h LIGHT CO. $100 Bonds and on the Par. Interest rates on the Debentures, and the dividend preferred stock, will be sup* Grand Forks, Street, Fourth N. D. S. E. Second Ave., Miami publication Business—Newspaper bonds Sept. due fund sinking 15-year 61/a%' corporation's debenture 1944 1, Registration Statement No. 2-5049. Form (10-12-42) A-2. Business—This St the details of which have previously been filed with the Commission Amendment Oct. filed 28, 1942, to defer date effective and made and sell for Oct. Gas Natural CORPORATION has filed a Corp. registration statement with SEC for 40,000 shares of preferred stock, 5% cumulative, value $50 per share Address—Petroleum Building, Rollins Business—company Light subsidiary of (Eleotrlc Bond American &' Share for in produces, purchases gas in a large towns and cities, communities Texas stock, securities, of is after reclassifica¬ offered at $50 to be share. The holders of common stock (approximately 80,000 out of 158,289) who have not previously waived their pre¬ per rights to subscribe for the new preferred will be afforded a 10-day emptive issue of after the effective date of the reg¬ statement within which to exer¬ period istration for pre-emptive rights by subscribing of preferred for each four -of-oommon-stOGk-held.^TI-in~th£ share one shares opinion of the company a sufficient num¬ ber i of. shares is not subscribed for the if but the right to refund all cancel the subscriptions, number of shares of and payments sufficient a preferred is subscribed for by the public and by the holders of common, company will offer to exchange 11,000 shares of preferred, $50 par,- for the 10,000 shares preferred stock, 7% cumulative, par value $50 per share, callable at $55 per of share, presently outstanding Underwriting—The preferred stock Is not Names of principal subscriptions are one-half of sion 1933. As compensa¬ of one cent per tlie of aggregate principal amount of the bonds Proceeds—The proceeds to be received by the survivor from the sale of company bonds in the face amount of $3,650,000 the from and sale of Union stock common the of $250,000 Southern its and cash from Co, the loan proceeds Production for will payment of debt of Southern Union Gas Co. (old Co.), Texas Southwestern Gas Co., New Mexico Co., New Mexico Eastern Gas Co., reorganization expenses and working cap¬ Gas ital / ' allocation specific Proceeds—No of the been made, but will be and become a part of the gen¬ has the funds of Union Southern with filed ment in that closes stock .ry : y.y ■ compensated amend¬ dis¬ 20 the with pro¬ the com¬ will of) 15 cents rate of share com¬ companies dealers certain each for share at an Oct. on constituent of share, per in Co., SEC 240,584 shares of $1) to holders of of (par stock mon $1.50 Gas the connection offering mon common at be per stock agreed to be purchased by such stockholders through the efforts of the dealers. Dealers selected to render such services are E. H. Rollins & Sons, & son & Inc., New York; W. C. Gib¬ Chicago, Co., Dallas, Co., Rauscher, Pierqe Such underwriters and Texas. will selectrsubunderwrfters— as ——— By agreement E. H. Rollins & Sons, Inc., underwriter, will purchase from the at $1.50 company of the per stock common share such portion not for subscribed by stockholders. As compensation for com¬ mitment the underwriter will receive $12,000 additional amount per share by the percentage of purchases, the amounts ranging from 5 cents to 20 cents per share J plus an determined be to stock which the underwriter The underwriter intends to make a at $1.50 per offering pub¬ share .-j effective 5 p. m. ESWT on 5:30 p. m. ESWT on Oct. 17, Registration of as 1942 receive fees and commissions State of Texas ■ .. (9-28-42) Oct. 22 for transactions occuring in the State of Texas and the second will receive fees and com¬ missions as managers of the selling group offering the preferred stock outside of V ; Registration Statement No. 2-5046. Form Moroney, Beissner & Co., Houston, Texas, and Mackubin, Legg & Co., Baltimore. The to of Act finding a purchaser, banking firm is to be paid a commis¬ the lic proceeds requiring their registration under Securities the being - underwritten. brokers soliciting first will to not less than 103%% plus such manner that there public offering of tion for its services in reserves company it the the bonds posed Offering—The tion Sons, be involved any will not Houston, natural distributes of reveals that E. Inc., has advised the has agreed to sell the survivor corporation at a statement & that equal price issiie series due > accrued interest, in A-2. number bonds, 3%% 1, 1962 par Texas and will company $3,650,000 of first mort¬ cash Registration H. the public, sinking fund be used towards redemption or HOUSTON NATURAL GAS Houston plan, bonds . are to be offered at ranging from 101.57 for the 1943 maturity to 100.50 for the 1952 maturity. The average offering price per unit is 102.1073 plus accrued interest Underwriting—Kalman & Co., Inc., St. Paul, is. the sole underwriter , : Proceeds—The net proceeds, together with other funds of the corporation, are to be used to retire as of Jan. 1, 1943, the Offering—JBonds ; prices Offering—Holders of the of constituent Oct. record subscribe of the of for common companies 14 are share one to be given of the stock (of merged) right to common stock surviving corporation for each share stock common of the constitutent panies owned by such holder. rights expire Nov. 12, com¬ Subscription 1942 4 company Registration Statement No. 2-5050. Form A-2. (10-12-42) Registration effective 5:30 Oct. 28, 1942 p. m. ESWT Horton & Keenan With J. A. CORP. filed a registra¬ tion statement with the SEC for. 39,912 shares class A stock, $25 par; and 25,232 shares common stock. $1 par Address—33 N. La Salle St., Chicago, 111. Business—Primary function of company is to loan money to enterprises whose debt and/or capital structures are being ad¬ justed or reorganized by Its wholly-owned subsidiary, H. M. Preston & Co. A second* ary function is to loan money, with funds not used In Its primary function, to pro¬ vide "interinf or intermediate financing Finance Interim to capital markets open avenues for longerterm borrowing from customary sources Underwriter—H. M. Preston St Co., Chi¬ cago, HI., is underwriter. The commission is $8 per unit the (Special Corp. enterprises until the financial positions the borrower or a change in general sole LOS Hogle, Los Angeles Financial to The Chronicler ANGELES, CALIF.—Sam¬ uel W. Horton, John and G. Howard Wilson, formerly with Davies & Hogle & Co., 532 West Sixth Street. Keenan Keenan Co., have become associated with J. A. Mr. J. was In the past manager of the trading department for Fox, Castera & Co.; Mr. Horton was with Merrill Lynch, Pierce, Fenner & Beane, and Mr. Wilson was with Wm. Cavalier & Co. filed, July 30, 1942 to defer date class A stock Is to be 4 shares, at a price of With at least the first 900 units, there will be included with each unit 4 shares of common stock; thereafter company reserves the right to reduce the number of common Bhares to be included ir Offering—The sold- In units of $110 per unit. each unit , of class A stock for working capita) Registration Statement No. 2-4968. A-l. Fla. Power outstanding securities of companies involved in the constituent company Proceeds will be used plied by amendment Address-—25 for exchange merger . effective Florida Power St Light Co. registers* with SEC $45,000,000 First Mortgage bonds, due Oct. 1, 1971; $10,000,000 Sink¬ ing Fund Debentures, due Oct. 1, 1958; and 140.000 shares Cumulative Preferred rate . North 118 Address— Amendment POWER Stock, in the securities to be issued gage - each underwriting 1942 28, FLORIDA addition to Sept. 1 from Sept. 1, 1943 to and including Sept. 1, 1951; $62,000 on Sept registration a at Eastern Gas Co. and New Mexico the filed of by holders subscription for price of $1.50 per share Incorporated, has statement with the SEC for $170,000 4%% first mortgage serial maturity bonds, dated Sept. 1, 1942. Bonds. will mature as follows: $12,000 on Forks Herald, Grand of exchange Oct. Co., the * INTERIM FINANCE shares of Fireman's $10 par common and scrip for fractional shares In exchange for 44,984 shares of $10 par A-2. 1942, to defer Oct. 27, in¬ etc. ties to offer 33,738 common share, the presently outstanding common stock of Union Gas Co., New Mexico Gas Southern , '•*. ■ Form t other things, that the survivor corporation shall'offer: approximately 240',584 shares of its common' stock, par $1 on Offering—After reclassification of securi¬ one ... FORKS HERALD, INCORPORATED GRAND value common stock,. par Business—Fire, surance, of date.. . principal underwriter Offering—Agreement of merger provides, among In added CO. registration statement with SEC for 64,086 mon ,... Amendment filed effective 1 Underwriting—E. H. Rollins & Sons, Inc., is the per , (9-17-41) -o eral Fireman's Co. v . Registration Statement No. 2*4845. net have be fixed in of (7-7-42> Amendment filed July . common be' will members of the company only Cumberland of - ■ debentures new of $9,784,348 and to pay bank loans made by the company which were incurred for the purchase and construction of facilities $2,650,000. Net proceeds of the serial notes and the ber - Offering—The bonds, mortgage first amount debentures the priced at 100 and accrued interest Registration Statement No. 2-5026. Form to be announced of $9,275,- series, of preferred stock which is being eliminated. Approximately $48,000 additional will be issued to retire buying privilege deposits with the company The balance, approximately $78,500 afteT expenses, will become additional working County and .. replace the outstanding 6% pay 1942 a presently issued. ' Approximately of this amount will be issued to $120,000 redemption 000 be is $250,000 — Address—aan to 6% $350,000 cooperative company^ selling to its all of whom are retail . Proceeds proceeds of the series M bonds will used the registration a for Company only, druggists. principal and premium in at 105% on Oct. 1, 1942, of $1,494,000 face amount of 11.st mort¬ gage, 4% series, due I960,, of Cumberland Power, $1,538,060; to pay principal and premium in the redemption at 105%% on be the SEC drug members follows: Net amendment cise such — wholesale the commission will be used as with filed the with cordance filed Co. Drug with Business proceeds from the Net as Ynrk '' financing in ac¬ merger plan recently ceased. re¬ debentures, due June 30, 1957. Address—120 Cherry Street, Buffalo, New com¬ will which of be ELLICOTT DRUG CO. will include also the business, fran¬ chises and properties of Cumberland, the existence to amount net the partners may decide Registration Statement No. 2-5044. Form A-l. (9-22-42) Registration statement withdrawn Oct. 29, 1942 such purposes pany separate the the by the corporation will be used as working capital. Net amount received by partnership will be partnership funds dis¬ tributable among the partners or usable for will be to' tails Dallas, \ ' Business—Primarily engaged as an oper¬ * Further ds-post-effeotivi stock, no . par; supplied by preferred $7 . chises, etc. provided issue ' ! offered be company's outstanding of Aug. 1957. Underwriting—Brown, Schlessman, Owen Co., Denver, Col., is the principal; un¬ derwriter offering price to public will be supplied by amendment —Offering—Public- offering—price of the bonds and notes will be supplied by amend¬ ment. The 261,910 shares of common are trust. Underwriting—Keystone Corporation of under control with Keystone Cus¬ todian Funds, Inc., is principal under¬ ; .. Names of under¬ amounts and and truck motor of Business—Operation transport lines & follows: as redeem at $110 per shares of company'i 142,667 the Building, Address— 1104' Burt ating utility company applied to $15,693,370 1954; The name of the changed in consumma¬ plan from Texas South¬ be will of the merger Texas $53,170,000 to redeem at 102%, the $52,000.000 of company:* First Mortgage 6s oi (hare, be western Gas Co. to Southern Union Gas Co. registration statement with a statement the Commission. writers a Business—Investment Maine Cumberland. investment. Registration Statement No. 2-5055. Form C-l. 1, business and all the Offering—At market Proceeds—For regis¬ Underwriting—The bonds and the notes sold under the competitive bidding of certificates a will be of Trucking Co., Inc., Chicago tion a for SEC Union registrant ' - , be will Proceeds ceived filed Co. general of take registration statement with the SEC cov¬ ering 200,000 shares, State vice CUSTODIAN FUNDS, INC. Keystone Custodian Funds, Inc., has filed a POWER CO. Power $14,500,000 mortgage bonds, Series 1972; $5,000,000 tenyear serial notes, maturing serially on July 1 from 1943 to 1952, and 261,910 shares of common stock, par value $10 per share. Address—9 Green Street, Augusta, Maine Business—Company is an operating pub¬ lic utility and engages in the electric, gas and water business, entirely within the and rule be Offering—To has the SEC for $400,000 debentures, 5%, maturing serially from 1944 to. 1952, inclusive : Address—2501 Blake Street, Denver, C6lt Denver filed Proceeds—The tration statement with SEC for first par no Maine M, maturing July (10-21-42) F-l. Central ment plan) value $1 per share. par urrermg—The securi¬ are has filed the (the latter to corporation in a proposed covering 240,584 shares ql Gas Co. common stock, surviving merger Southern Names of underwriters and price to public, will be supplied by posteffective amendment to registration stats- CO., INC. TRUCKING CHICAGO DENVER the with Co. Gas Co. Gas statement Union Southern Act. A2. clusive, plus CENTRAL MAINE the < partnership and the corporation and offer them to the public at prices ranging fron 103.28% for the March 1, 1944, maturit) to 100. for maturities 1948 to 1952, in¬ Offering—To be issued in connection with the extension of a voting trust agree¬ ment effective date partnership whose mined was Amendment ship. issues of registration and such with¬ approved Aug. 19, 1942"** y • filed Oct. 16, 1942, to defer from notes ness 1942, of decision to of $5,000,000 AOyear serial notes at private sale. On July 16, 1942, company filed " an amendment with the SEC to withdraw "the proposed, the day follow¬ Offerings will rarely be made before of Southwestern Texas registration ' and UNIO^ iGASUO; SOUTHERN to be sold by companj the competitive bidding Rule U-50 SEC's Public Utility Holding Com¬ pany issue proposed ' ' registered under withdraw request with the SEC to a the \ Underwriting ties uast indenture data in view sell Florida of -i ' Central Maine Power Co. on Aug. 5, { I- operating^ubifc litflltjM en¬ an generating, transmit¬ ting, distributing and selling electric en¬ ergy (also manufacture and sale of gas), serving most of the territory along ths east coast of Florida (with exception oi the Jacksonville area), and other portion* Form * (6-29-42) A-2. rule 930(b), P.M, Eastern Standard Time as per an pany's business. Registration Statement No. 2-5024. ities of certain Is gaged principally in upspecified number Of shares of 7% preferred stock of the company ahd for the purchase and construction of facilities for the carrying out of the com¬ 1942, ?* System) of the no par » Form W. Amendment filed ' Oct. 15, 1942, to defer Wallace Lyon & Co., 120 Broadway, New York City, mem¬ bers of the New York Stock Ex¬ change, Lyon (3-18-42) effective date W. W. Lyon Co. To Admit firm will as on admit special Nov. 12. Frances partner in H. the Number 4122 Volume 156 THE COMMERCIAL Text Of SEO's OpiBiios) Oisapprevisig Proposed linimun Gaiial By-Law Of NASI) ' ' , requirements. tive ( The rule now adopted by the Commission provides that no broker or dealer shall permit his ag- than Jan. 1, 1943. persons secured by to exceed exempted 2,000 and per value of exchange After this rule be¬ memberships). effective comes placed in there will the securities business tation upon his power to. obligate and , volume of tended to all brokers ex¬ andMealers who extend credit to customers or carry money or securities for the account of * customers substantially now or owe the same require¬ imposed upon mem¬ securities national New the Oct. 30 the right of Labor Board to inter¬ War in vene on strike a ex¬ of their em¬ ployees, after receipt of a tele¬ from the WLB stating That gram it had taken jurisdiction in dispute, according to the New this York over "Times" of added: Oct. 30, which "The firm contends strike, which began that the Oct.. 2, in¬ on volves only a minority of its em¬ , assets will be available to custom¬ will there included be in the computation of aggregate indebtedness, free ing of such crease lh of amount in¬ net, minimum maintained by be to carry¬ will demand an balances the required capital the of-customers, balances credit affects the an. as If experience protection.9 Since 9. creditors other and added ers returning securities carried in safekeep¬ ing are not reflected in aggregate indebted¬ ness, the protection of customers owning such securities will be increased by the re¬ quirements of our proposed P"'e plus an exercise of the visitdrial powers of SEC, similar desks that makes who a customers curitids practice of extending credit or holds carries or .customers, must free customers' credit-balances free file with annual financial an the statement se of Commission certified by indicates that the ratio is wrong- that the minimum cushion should be increased—it can be changed. On the principle of the rule re¬ maintenance of a Tatio between net capital and ag¬ the gregate indebtedness the Commis¬ sion has frequently received the views of brokers and dealers. subject was Completely discussed in connection .with' a proposed amendment to Section 8 (b) of the Securities Exchange Act of 1934 which is now pending before the Commit¬ ;Most tee recently of tives- ex¬ loss remains. if years an un¬ the this House of Interstate on Commerce. - the in Walker telegram WLB the been no following sent acknowledge Mr. to : . 'We had controversy, - Davis: " In the Representa¬ and near by Elaine tion receipt of Do understand not how the War Labor Board has any jurisdiction present holdings. Investment siderations should again this firm, which over con¬ the as. primary factor making decisions. The selection of securities in :' by the sharp rise rates on ordinary income and by possible flat limitations on salaries and investment income. in tax When the Victory Tax effect next lar of will be into goes January, the first dol¬ income above exemptions taxed at the rate of 21% (before postwar refund), and net ■ (after exemptions) of only $14,000 will reach the 51% bracket. Obviously, decreases come in current value. in¬ Future worth of the principal becomes increasingly important,- particu¬ larly because of the favorable tax rates for (25% long-term capital gains tax). "War" maximum r stocks lose in attractiveness, while "peace" stocks gain. The idea of considering a "war" stock as a liquidating proposition becomes untenable tax for in persons higher brackets,; because of the small part of dividends escaping the tax collector. Assured postwar look appears to be a much vital consideration. out¬ more "Growth" Foreign future the Commission will effort. " essential as ' to the war .-Wyyyyy 'Before acceding to your re¬ quest to appear before your panel, we would appreciate an oppor¬ retirement of debt, increasing working capital and for expanding plant facilities. Re¬ investment of • corporation earn¬ ings will probably appear increas¬ attractive (barring a new ingly undistributed profits). The individual investor can obtain a on of return the perhaps 3% reinvestment dividend the taxes,/while earn that of 5% to can their invest¬ on the by of price the stock. Of such increases in earnings largely hidden by the excess course,, are over versy the strictly- private with a minority of no 12 for has been ■ Investors in high brackets may contro¬ be willing to pay a premium for our em¬ way •' effort.' " war Nov. date jurisdiction the ployees, which in specific affects //,/0J-i set as the stocks paying dividends which partially ble. While cannot entirely or accurate be "made as to are non-taxa¬ predictions the status hearing on the right of 1942 dividends, the approxi¬ of the Board to assume jurisdic-t mate amount that was non-taxable tion in the strike.'" The "hearing of 1941 dividends is given for the will be held in the Department better known issues in this class a publish for com¬ ment a proposed rule defining the terms "net capital" and "aggregate of Labor indebtedness" appeared in the Oct. 22 issue, page rule. The •- yet had as used in the Commission has new not the benefit of the criti¬ Building in Washington.: last year: Adams Express, 60b; Previous items on the strike of American General preferreds / employees of J; S. Bache & Co.i of those terms. Fol¬ On made 2 announcement wasi governmental agencies that had by J. S. Bache & Co. that; interested themselves in the strike, Nov. lowing its usual policy of solicit¬ 88 of the 127 employees who had. ing the views1 of persons affected been on strike had returned for by proposed rules, the Commission work. The announcement as given; /will refrain from adopting the de¬ in the New York "Herald Trib¬ fining rules until the industry has une" follows: :, ; had an opportunity to express it¬ "J, S. Bache & Co. announced self and to as a may he workable In' order our justments mpet rule to make such ad¬ be necessary to its requirements, we have as may determined to delay fixing an ef¬ fective da*e for the rule. We -pftf*r and that likewise agencies return. ordered They the firm of none the were those strikers to also told that going to contest the of the War Labor Board, the latest agency which is was taxes on affecting preferreds. company con¬ attractive an number a railroad is of fea¬ defaulted bonds: Certain taxes changes will also in be effect the securities of particu¬ on lar groups of companies. carry-back year ward of unused emption and be tant for companies rience carry-for¬ profits ex¬ excess should The two- impor¬ very likely to expe¬ unfavorable earnings dur¬ ing the war but with a high rate earnings before or after this period. Companies of this type might be Libbey-Owens-Ford, of Sears, Ward, Western Auto Sup¬ ply, Jewel Tea,-etc. The two-year carry-back and carry-forward of operating the losses normal aid for tax companies losses as surtax likely result a purposes and to of of will show the war A modest more enjoyed by the stocks of Southern California Edi¬ and Pacific Gas. son Some public allowing of consolidated of purposes and of normal .tax with a rate increase Losses from certain sub¬ sidiaries, such be used can the experience may when war changeover occurs orders (aircraft machinery, rails). end and civilian to the business manufacturers, -, possibly The losses losses steels can be and used to readjust past earnings (two pre¬ ceding years except 1940) with re¬ sulting tax carried forward as ture is rebates, and can be two years if not carry-back. This fea¬ likely to be useful only a highly cyclical companies. Companies with one abnormally low base earnings year in the 1936-39 period will benefit from a alternative new method of as as an street railways, offset to othbr profits. Railroads also enjoy some spe¬ benefits under the new tax cial law. Bonds can be repurchased corporations without in¬ cluding the discount from par as all by income, and railroads this favorable more profits tax. It for is the now excess permitted to substitute for the low year of the 75% of the other three following companies average years. The degree by strong Borg this provision. Arm¬ Cork, Bohn Aluminum. Warner, Bullard, Briggs, Caterpillar; Chrysler, Collins & Aikman, Crown Cork & Seal, du Pont,Electric Auto-Lite, Fairbanks Morse, General Electric, General Motors, Houdaille Hershey "B," Johns Manville, Libbey - OwensFord, Glenn L. Martin, Minne¬ apolis - Honeywell, Monsanto, North American Aviation, PepsiCola, Pittsburgh Plate Glass, Remington Rand, Schenley Dis¬ tillers, Square D; Timken Detroit Axle, Twentieth Century Fox, and stantially, crued income taxes/in overac- the Some isT actual or purchasing by the In many cases reflecting prospective railroad company. these bonds ual rather speculative, are and purchase by now would investor an individ-, be largely a gamble in the length of the war. and bonds some rather moderate to date, appears involve smaller might be con¬ New York Central 3V4S, purchase may In this class risks. sidered: Nashville, Chattanooga & 4s, 1978; Southern Rail¬ way 4s, 1956; and Reading (Jersey Central) 4s, 1951. The tax outlook for reorganized roads has been clarified by the provision that the invested capital base is not diminished by reorganization — E. F. 1952; St. Louis Button & Co. Asks Dealers To Clarify Transactions Near Holiday Practice The National Uniform National Asso¬ of the Committee ciation of Securities Dealers, " announces: Because / ' Inc., ' -holidays certain observed not in every are State, the determination of "ex" dates, with respect to dividends or payments, on unspecified trades, in ac¬ cordance with the provisions of Sections tional 5, 6 of the Na¬ Practice Code, unexpected loss of the parties to the con¬ might involve to 7 and Uniform one an tract. The Committee, therefore, recommends to every - Westinghouse Electric. Numerous companies aids provision particularly. have already moved.up subr sues com¬ putation, provided, of course, that the invested capital option is not the returns surtax, 2%. (Homestake), and also companies However, the rise in which benefit common utilities will also be aided by for beneficial corporation be strongly member effecting transaction an or on inter-State immediately prior to any holiday that, at the time of be trade, specific designation on this point to avoid misunderstandings. made any Turkish And Bolivian first Newspapermen At NYSE 1942, and adjusted earnings: Four Turkish newspapermen, likely to be better than expected. Companies doing a Bey Hussein Yalcin, Bey Sukru very large volume of war business Esmer, Bey Abidin Daver and Bey Zakaria Sertel, and three Bolivian will be the largest beneficiaries of the postwar refund of 10% of the newspapermen, Arturo Otero, half of are now Frederico Guttierr^z and Luis Za¬ profits tax paid in 1942. ceiling on corporation income taxes will also be helpful vala, Bethlehem, Bohn, Bridgeport journalists excess were guests of the New York Stock«Exchange on Nov, 2 and to a few in this same group of were welcomed by Robert L. Stott, companies. Most manufacturers of Chairman of the Board, and Rob¬ aircraft, ships and machinery are ert DeF. Boomer, Chairman of the strongly aided by both features. Exchange's Inter-American Hos¬ Other companies that will receive The Turkish substantial refunds are: Bendix. pitality Committee. 80% accompanied by were jurisdiction Brass, Campbell Wyant, Clark Joseph S. Rogers, of the Office of Equipment, Crucible, Cutler Ham¬ War Information, and the Bolivian point out such changes that this morning 88 of its former, considering the strike. The strik¬ mer, Doehler, Eaton, General Elec¬ needed to bring about employees who were on strike ers signed application for re-em¬ tric, Greyhound, Johns-Manville, newspapermen were escorted by rule. voluntarily returned for work. ployment. , Mack, Minneapolis-Honeywell. Walter Walters, Chairman of the to provide a sufficient Originally 127 employees went out Cash "The firm stated that its busi¬ National Register, Spicer, Catholic Committee for Inter- time for brokers and dealers sub¬ ject to of ture The 1439, and the Oct. 8 issue, page' had made no promises or commit¬ 1250. Wup "I ments of any kind to the various cisms of brokers and dealers of its definitions (35% of regular rates); Atlas $3 duration In¬ •will is of after companies many 10% to 20% on part remaining defaulted bonds This cases. to the $6 preferred, $1.84. on sidered to be non-taxable in most eral, greater attention should be paid to companies 'retaining all or a large proportion of net in¬ profits tax at present. To give a example, Dow Chemical tunity; for -a- preliminary public* may rise relative to duPont, which hearing before your full Board to has preyiously had the advantage determine whether or not the War of a much more liberal dividend. Labor Board has any the 'operating Southern. tinental terest used for appears that a ceiling of (normal tax) may exist for Most holding companies benefit indirectly from this tax saving. $1.25; Great Northern Iron Ore, Outstanding examples are the pre¬ 13b; Kennecott, 700; N. Y. City ferred stocks of Electric Power & Omnibus, $1.65; Petroleum Corp., Light and Commonwealth & $1.64; Transamerica, 50b; Tri-Con- companies should regain popular¬ ity (chemicals, etc.), and, in gen¬ for now 24% briefly discussed because of their may . well be affected solely engaged in the brokerage ment,, which earnings may in turn business, which has not been rec-* be capitalized as high as 20 times ognized It To Investors preferred, $3; Blue Ridge $3 pre: ferred, $1.75; Equity preferred, displace taxes tax - Wright/ senior mediae officer. changes in his come the said had new is an-independent public accountant.., quiring jurisdiction Mr. they left their the firm had been as the Board's wire of Oct. 29 signed powers. Under Rule X-17A-5 any broker or dealer .to re¬ month ago. a "Inasmuch and ouiers the NASD : . . Monday will on that existed when advised Although . ceive applications for re-employ¬ ment on the same terms as those the broker-dealer. effort.' war "Mr. Walker said that any strik¬ ' the the income • ployees represented by Local changes and brokers and dealers 20,940 of the American Federation who do business through such of Office Employees and cannot members by Section 8 (b) of the be construed as affecting the war Securities Exchange Act. In all effort. ......r ' • '/'" cases, the requirement that bor¬ "William J. Walker, attorney for rowings and other indebtedness the firm, said a telegram had been shall not exceed 2,000 per centum sent to William H. Davis,'Chair¬ of net capital will provide a mini¬ man of the- WLB,; asking for a mum cushion of 5% of the aggre-; public, hearing to determine gate indebtedness of the broker whether or not the WLB has any or dealer as a margin of safety to jurisdiction over a 'strictly pri¬ his customers. The value of ex¬ vate controversy with a minority change memberships and fixed of our employees which in no way ers succeeding used Co., members of Stock Exchange, York questioned securities to customers money or of J. S. Bache & the business Thus there will be transacted. bers five Bache Go. Questions Will's intervention limi¬ a himself which will vary with the ments to $1,000, not only in the year incurred, but also in each of the earlier set ordinary income deducted renewed incentive to make commitments and be engaged upon every person nature be not securities) centum of his (exclusive of fixed capital assets will be can As stated be¬ By the Commission (Chairman fore, we believe these improve¬ Purcell, and Commissioners Healy, ments in the treatment of capital indebtedness to all other Plke and O'Brien), Commissioner gains and losses give the investor (exclusive of indebtedness Burke not participating, a gregate net date capital loss tent of event the effee- any 1631 (Continued from page 1618) net from However, in FINANCIAL CHRONICLE Significance Of! 942 Tax Lm (Continued from page 1627) the method of prescribing capital & soliciting the views shall, of the strike on some and of this number previously had returned to Vvork and the balance found other employment. "The returning called of a g^oup were the firm, ones were . representatives of :NAsn. whose careful study of this who told them that they were glad problem has so materially aided to have them come back of thmr us. and after consulting with other own volition. It was carefully interested persons, fix such a date, pointed out to them that the firm had been basis had how that no conducted during that the strike firm together and addressed in bv ness normal was on. the on a month Since the previous knowledge many or which people returning, it told the group they Square D, Timken Worthington Pump. Public a utilities Axle, are White,- American The favored by specific exemption from the sur¬ earnings paid in dividends operating company preferred Affairs. Turkish group is tax of of the State Department, on Bolivian would be re-employed stocks. This should bolster medium on a stagger, system ^ beginning grade operating company pre^ Wednesday. -iNov. 4, with pay ferreds, which have seemingly de¬ starting from the time they were clined primarily as a result of called back." the fear of rising income taxes. visiting the United States at the invitation the visitors are and the here under auspices of the National Press , Club, Department of State and the Office of the Coordinator of Inter- American Affairs. THE 1632 Thursday, November 5, 1942 COMMERCIAL & FINANCIAL CHRONICLE Ft. Pitt BIDS MADE ON BONDS WITH In Chicago War housing, Nov. ISwar Bridge Works Common & 6s of 50 Penn; Central Airlines bond, man¬ Convertible Preferred and rent-control key men will confer with savings, building power, and OR Latest financing story (November is the one we're talking about association loan holding Exchange PI., New York Phono DIgby 4-4832 ing and savings in Chicago, Nov. 16-18, major ... S. H. JUNGER CO. 40 going to be reopened maybe by an¬ subscriptions from insurance companies, cor¬ porations, trust funds, etc., are going to be requested. . . . Makes sense. Suggests the "taps" are on a three-month-spacing basis and offerings will be made every quarter. . . . If your institution is a bank, there's no point in your reading the next few paragraphs, for chances are the restrictions on bank buying of these long-term 2V2s will be continued. But if your interest lies in a non-banking in¬ stitution, it's about time you considered the virtues of this registered loan. \ /■' ' ■ :v . .. ■ The "taps" or "on sale" bonds as they are now called, are attractive. In comparison with other bonds on the market, Inquiries Invited Teletype N. Y. 1-1779 and Internal Loans conference on hous¬ a war now) indicates the "tap" issue is nouncement today, and MUTILATED Mexican External managers . . . . . . . . , ... they have definite, distinct advantages in yield and limitations. They're protected by a real bottom in maturity at par—no¬ been permitted to go below par. They're among the best-placed issues in the market even though they have been outstanding only a short time, be¬ cause they're held by so-called permanent investors. . . . Their yield at lOO1/^, the price at this writing, is 2.48% to maturity, the Legal ... tice, for instance, that they've never Oddities . , . best in the long-term market. ... in place Fermor convention. S. States of and Savings Mexican Interest Arrears Cfs. annual Bought—Sold—Quoted Cannon, President Indianapolis, United of their the Loan M.S. WIEN & CO. Members N. Y. Security League, announces that a program 25 Broad combining discussion of manage¬ problems in wartime with emphasis on what these associations can do to help win the war has been arranged. A feature of the meeting will be a Teletype ment patriotic luncheon in honor of the 3,000 officers, directors and em¬ ployees of the savings and loan institutions now in the armed forces, to be addressed Henry E. McMillin Is by James made public this week are: 1-1397 Y. League. 9 (Special Speakers, as listed on the pro¬ gram, N. Dealers Ass'n HAnover 2-8780 Chicago, Assistant Vice-President, United States Savings and Loan Stewart, Mayor of Cincinnati. G. St., N.Y. to The Financial Chronicle) CLEVELAND, OHIO—Henry E. has become associated McMillin certificates," and presents the check for payment. The cus¬ tomer has a deposit large enough to pay the check and buy a sedan with the balance, but the paying teller looks up the wrong account. "Not sufficient funds," the teller explains, and the broker seeks his bonds, in short, are worth buying—if you can. ... Representative Fritz G. Lan- with Ball, Coons & Co., Union Incidentally, there's little point in buying these on any except a ham, Chairman, Public Building Commerce Building, members of permanent basis. . . . Registered form of issue militates against that and Grounds Committee; John B. the Cleveland Stock Exchange. to start with. And then there's the fact that the issue does and Blandford, Jr., Administrator, Na¬ Mr. McMillin has conducted his must recede every time a new offering is rumored about. . . . High tional Housing Agency; Abner H. own investment business in Cleve¬ price to date has been 100.22. . ; Low, of course, has been 100. . . . Ferguson, Commissioner, Federal land, H. E. McMillin & Co., for At the moment, there are $2,118,000,000 of them out and there should Housing Administration; John H. many years and in the past was be $3,000,000,000 out by the end of November. ... Fahey, Commissioner, Federal with the Union Trust Company. Banks will be able to buy these starting May 5, 1952. ... On Home Loan Bank Administration; Also joining the staff of Ball, that date too—which is ten years from issue date—the bonds move Paul Porter, Deputy Administra¬ Coons & Co. is Homer E. Metzger, out of their registered form. ... On that date, therefore, the attrac¬ tor, Office of Price Administra¬ who was with H. E. McMillin & tiveness, marketability and value of the bonds should take a strong tion; Ted R. Gamble, Assistant to Co. turn upward. Not that there's much point in forecasting for 1952 the Secretary of the Treasury; just now! But among bond dealers, there's sufficient consideration Eric A. Johnston, Spokane, Pres¬ of the changing character of the bonds as months and years go by ident, Chamber of Commerce of to indicate this lawyer's office. tor. WHEN TIIE BROKER ARRESTS CUSTOMER THE "Here's ular you check on the Pop¬ pay for that stock bought for me," the customer my Bank to announces. "And the here's broker your replies, "We've got a State law it a crime to give a These . . . . . . may become an increasingly important market fac¬ ... TIIE Montfort Jones, University of Pittsburgh; Carroll Binder, Foreign Correspondent, and Mayor TOP RATE Finance, of Professor making check when the United States; Harry A. Brace With Blyth In Los Angeles LOS ANGELES, CALIF.—Harry The "taps" are tops A. Bruce, formerly Vice-President Stewart. Commercial banks? They get the it," the attorney declares. of Heller, Bruce & Co., in charge The annual address of the Pres¬ "Well, go ahead and arrest that 10-year 2s and that's the top return for them. . . . Individual little of their New York office, has be¬ fellow without delay," the broker fellows? They get the Series E war bonds carrying 2.9% yield and ident of the Savings and Loan come associated with Blyth & Co., League will be given by Mr. Can¬ orders. The customer is "pulled that's the top return for them. * . Wealthy individuals with several Inc., in their Sales Department. They get the Series F and G war bonds and non at the first day's meeting, up," the bank's mistake is discov¬ thousands to invest? Mr. Bruce will make his head¬ Secretaryered, and the customer consults 2.5% is the top return for them. . . . The thousands of corporate with the report of quarters in Blyth & Co.'s Los his attorney. and insurance company investors outside of commercial banks? They Treasurer Herman F. Cellarius of Angeles office, 215 West Sixth "Of course, you can't sue the can have the tap 2V2S, due in 1967, callable in 1962, and that's the Cincinnati, and an address by Street. ',o.' v.--'. ■ ' ■. Morton Bodfish, Executive Vicebroker for damages, for he acted top return for them. ..." President of the League, on the in good faith," the lawyer ex¬ Considering the present rigidity of the interest rate scale and national and international scene the division established in the investment market, the taps are plains. Briggs, Schaedle Elect as it affects the thrift and home the best buy for any institution that can afford this maturity and "No, but why can't I collect Walter E. Suttmeier has been that is eligible to subscribe lending business. There will be damages from that bank?" the elected Assistant Treasurer of The market tells us that. Here is one bond that has been panel discussions, chairmaned by customer demands. Briggs, Schaedle & Co., dealers in "Why not?" the reader may holding well during all periods of unsettlement. . . * / >, Fred T. Greene, President of the Government securities, 44 Wall Federal Home Loan Bank of In¬ agree, but the Supreme Court of St., New York City. THE 1/2% RATE dianapolis, and Carl F. Distelhorst, California in the case of Hartford All but one Federal Reserve district bank (Minneapolis) have vs. Bank, 170 Cal. Reports, 538, ?' now cut their rates on advances to member banks secured by Gov¬ ; ruled that the customer had no Big orders came in from corporations with idle reserves in ernments due or callable in a year or less to %%. . . Move de¬ case. •' • their treasuries, v . . Also from individuals and trust funds. . "There was no direct causal signed to carry out Reserve's policy of making financing of war by Commercial banks were the main buyers, naturally, but broad¬ banks as easy as possible. connection between the two Uniformity of rates is important, sug¬ ening market was discernible right down the line. ... New York's step last Thursday Canada's new Victory Loan is going well. . . . Up to eighth day things. There was an interruption gests national scope of policy. . indicates big cities are in on this thing as much as ever. . . , Back and the intervention of an entirely of 18-day campaign, total subscriptions were $414,583,900 for the in the old days, regional banks changed their discount rates to meet separate cause, which cause was $750,000,000 issue Daily average of orders running around an independent human agency regional conditions, acted on circumstances that were peculiar to a $47,000,000, well-above $41,700,000 required to meet goal by Novem¬ certain part of the country at a certain time. . . But no longer. . . . ber'7. ■ *. acting with an independent mind," The change in rates this time is directed at a national purpose—the Canada has its war financing down to the fine art stage now. ... said the Court. To carry the parable a little fur¬ biggest, widest sale of Government securities. ... And the change, Its continuing sales drives plus these periodic blitz campaigns are keeping up interest in Dominion issues. ... United States authorities ther, suppose that the broker pre¬ therefore, must be uniform for the nation. . In one sense, this is a deeply inflationary move, but there's little sents the check a second time and studying Canada's methods, copying some and may copy more. ... ; to be gained from emphasizing that now.. Here's the situation: On declining capital ratio situation, statement of Undersecretary meets with a second refusal. a bank holding the one-year %% certificates and caught short for Bell at Investment Bankers Association's Convention is significant. "I'm going to arrest that fellow funds can borrow at the Federal to the tune of millions. It doesn't Ties in with increasing issues of certificates of indebtedness. . for giving a worthless check," the have to sell its shorts to get cash. It doesn't have to worry about loss Bell remarked that c. i. issues plus discount bill offerings gave bank¬ broker declares. of interest following sales. It can take its ■%%■ certificates, redis¬ ing system considerable liquidity, then added: "That's your business," the bank count them, get enough profit to pay the FDIC's assessment on any "This liquidity is going to be a very welcome offset to declining tells him. "Does this give the customer approximately equal amount of deposits, keep its reserve position capital ratios, and will make it easier for banks to adjust themselves comfortable and place itself in a position to buy Governments to the to the need of shifting deposits from area to area, a process that seems any better case against the bank?" hilt. In another and later California likely to continue." v . . ■ ./ ■ • ■ , , ! Lots of banks have gotten out of the habit of using the rediscount One intriguing angle about c. i. s is that they're bound to case, Bearden vs. Bank, 207 Pacific become attractive as their maturity date nears. . . . Consider the It might be a good idea to try it out—even though Reporter, 270, the Court again privilege. you don't need it just now. Get your institution back into the ruled in favor of the bank. %s, for instance, due Aug. 1, 1943. . . . Compare them with dis¬ count bills which have a set rate at % of 1%. . . . When the ma¬ psychological habit. 1 "The only difference in the two turity date of the c. i. issues compares with the 90-day due date cases is that in the one under con¬ INSIDE THE MARKET of the bills, the difference in coupon will become clearly ap¬ sideration, a threat of arrest was New certificates selling at a slight premium, ranging between communicated to the bank, thus parent. . >» . And the price of the %s must advance. . . . Reception was excellent, indicating increasing bringing pointedly to its attention 1/64 and 1/32. acceptance of this type of Government loan Also rate was good RESERVE SUPPORT and fact that Treasury sidestepped the "odd decimal" suggestion on The shpek of the $632,000,000 purchases of Governments by the these was appreciated by investors. (There had been talk of Reserve System in the weeks surrounding the recent $4,000,000,000 R. Hoe common an 0.82 or 0.85% c. i.) financing has been eased by the success of the certificate issue. ... People are forgetting now that this support was the largest in his¬ a probable consequence of its re¬ Vicana Sugar common tory, dwarfed the buying of the Reserve Banks during the weeks Gordon Russell Now With fusal to pay the check. That such following the outbreak of war in September, 1939, . . . Which is just a consequence might follow the That issue, so close to being a failure, is over. . . . Les¬ Goldman, Sachs & Co. as well. Spokane refusal, however, was known to sons have been learned by the Treasury and by investors. ... They BOSTON, MASS.—Gordon B. won't be forgotten too quickly. ... the bank official in the case of Hartford vs. Bank, since the is¬ Russell has become associated But there's one point worth repeating. . . . And that is we had suance of a check upon a bank with Goldman, Sach & Co., 75 Fed¬ another indication of the extent to which the Reserve will go and is without funds or credit to meet it prepared to go to keep the market stable and help put over the war eral Street. Mr. Russell was re¬ is a public offense which notori¬ financing program. ... If the Reserve has to buy hundreds of mil¬ cently with F. Britain Kennedy, & ously freqently results in the ar¬ lions in the open market, shift discount rates, buy bonds directly HAY, rest and imprisonment of the Co. and prior thereto was an offi¬ from the Treasury, cut reserve requirements or call on any of its Members New York Stock Exchange drawer of the check," was the cer of Webster, Kennedy & Co., remaining control devices to hold the market—it will do so. . . . 71 Broadway N. Y. Blwling Green 9-7033 And that's that. . ,•••. ^ Inc., and Kennedy, Spence & Co. reasoning of, the .Court, 1,,Bell Teletype NY 1-6* the drawer hasn't sufficient funds .to pay And as far as one point deserves mention. more interest coupons go. . . . . . . . . . _____ ' . . . . . . . ... . . , ... . , . , ... . , . . . . , . . . . . . Int'l R. R. . . . Susquehanna Mills, Inc. FALES & CO. - . . ,