37 S. E. C. Statements of income for the 3 years ended Dec. 31, 1955 Sales, less returns, allowances and discounts. Rental of terminal facilities, pipe lines and sales of services. Materials, labor and manufacturing expense. Depreciation, depletion and amortization. • Additional depreciation, depletion and amortization is included in other expenses as follows: 1953 $221,810; 1954 $261,587; 1955 $226,858. APPENDIX C Market quotations for common stocks of International and Sunset by quarter January 1954 to December 1955, and by months for Sunset January 1956 to Apr. 23, 1956 ⚫High and low sale prices on New York Stock Exchange for International. High asked and low bid price on over-the-counter market for common stock of Sunset. 37 S. E. C. IN THE MATTER OF STANDARD PROPERTIES, INC. File No. 812-1001. Promulgated July 13, 1956. (Investment Company Act of 1940-Section 3 (b) (2) and Rule N-5) DEFINITION OF INVESTMENT COMPANY Excepted Companies-Company Primarily Engaged in the Business of the Manufacture of Blast Furnace Slag Products Where a company engages in no business other than the manufacture through controlled subsidiaries of blast furnace slag products, held, such company is primarily engaged, through controlled companies conducting similar types of businesses, in a business other than investing, reinvesting, owning, holding, or trading in securities. MEMORANDUM OPINION AND ORDER Standard Properties, Inc. ("Applicant") has filed an application pursuant to Section 3 (b) (2) of the Investment Company Act of 1940 ("Act") for an order declaring it to be primarily engaged, through a controlled company, in a business other than that of investing, reinvesting, owning, holding, or trading in securities. Notice of the filing of said application having been duly given in the manner and form prescribed in Rule N-5 under the Act, and the Commission not having received a request for a hearing within the period specified in said notice, and a hearing not appearing necessary or appropriate in the public interest or for the protection of investors. The application and the files of the Commission contain the following: On April 28, 1943 the Commission granted an application for exemption from all provisions of the Act filed by Bessemer Securities Company ("Bessemer") pursuant to Section 3 (b) (2) of the Act upon the basis of a finding that Bessemer was primarily engaged in a business other than that of investing, reinvesting, owning, holding, or trading in securities. Bessemer then held, among other assets, 29% of the voting stocks of Duquesne Slag Products Company ("Duquesne"), a company engaged in the manufacture of crushed 37 S. E. C.-I. C.40-2388 blast furnace slag products. At that time Bessemer was a subsidiary of Standard Slag Company, a company then and now engaged, through controlled subsidiaries, in the cement and slag business and which then held directly 13.2% of the stock of Duquesne. During 1955 Bessemer transferred to Applicant all of its holdings in Duquesne in exchange for all of Applicant's outstanding stock and thereafter Bessemer was liquidated and dissolved. The stock Applicant holds of Duquesne is its only asset. At the present time Applicant holds 34.34% and Standard Slag Company holds 15.6% (an aggregate of 50%) of Duquesne's outstanding stock. The application recites that the control of Duquesne (by Standard Slag Company) remains the same as when the Commission granted an exemption to Bessemer in 1943, except that the present Applicant has been substituted for Bessemer in the chain of control. It is stated (1) the officers and directors of Applicant actively participate in the operation and management of Duquesne, (2) such participation is primarily for the benefit of Standard Slag, (3) Applicant has no employees and its activities (which are limited to the control and management of Duquesne) are carried out by employees or officers of Standard Slag and are paid for by that company, and (4) the officers of Applicant are paid no compensation. Section 3 (b) (2) of the Act, among other things, excepts from the definition of an investment company contained in Section 3 (a) (3), any issuer which the Commission finds and by order declares to be primarily engaged in a business other than that of investing, reinvesting, owning, holding or trading in securities, either directly or through controlled companies conducting similar types of businesses. The Commission having considered the record finds that Standard Properties, Inc., is primarily engaged, through a controlled company, in a business other than that of investing, reinvesting, owning, holding or trading in securities. IT IS THEREFORE ORDERED and declared that Standard Properties, Inc., is primarily engaged, through a controlled company, in a business other than that of investing, reinvesting, owning, holding or trading in securities. By the Commission (Chairman Armstrong and Commissioners Patterson, Hastings and Sargent), Commissioner Orrick being absent and not participating. 37 8. E. C. IN THE MATTER OF GILL, POPE CO. Promulgated July 19, 1956 (Securities Exchange Act of 1934-Sections 15 (b) and 15A) BROKER-DEALER REGISTRATION Grounds for Revocation of Registration Grounds for Suspension or Expulsion From NASD Violations of Securities Exchange Act Failure to Keep Books and Records Failure to File Correct Financial Statement Violation of Net Capital Rule False Representation of Ability to Meet Liabilities Where registered broker-dealer's books and records and its financial statement filed with Commission failed to include liability for unexpended balance of advances to it for expenses in connection with underwriting, and where registrant effected transactions when it had no net capital, and obtained money and securities from customers on the representation that it was able to meet all liabilities in connection with customer's transactions when in fact registrant was insolvent, held willful violations of applicable provisions of Securities Exchange Act and Rules thereunder, requiring revocation of registration and expulsion from membership in national securities association. APPEARANCES: Jesse S. Gill and Frank I. Pope, for registrant and pro se. FINDINGS AND OPINION OF THE COMMISSION These are proceedings under Section 15 (b) and Section 15A of the Securities Exchange Act of 1934 (the "Act") to determine whether to revoke the registration of Gill, Pope Co. ("registrant"), a partnership composed of Jesse S. Gill and Frank I. Pipe, or to suspend or expel it from membership in the National Association of Securities Dealers, Inc. ("NASD”), and to determine whether Gill and Pope, or either of them, are the cause of any order of revocation, suspension or expulsion we may enter. |