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SEC Charges New York Businessman With Fraud In Takeover Effort

May 28, 1987

WASHINGTON (AP) _ The Securities and Exchange Commission on Thursday charged a New York businessman with fraud in connection with his effort last year to take over Talley Industries Inc.

In complaints filed in U.S. District Courts here and in New York, the commission said N. Norman Muller, of Old Westbury, N.Y., made false statements about his ability to buy all the outstanding shares of Talley after the financing commitments he had lined up for the deal had expired.

According to one complaint, Muller sent a letter last June 24 to Talley chairman William H. Mallender at Talley’s headquarters in Phoenix, Ariz., offering to pay $24.25 per share for all of Talley’s outstanding 7.28 million shares of common stock.

The next day, the complaint alleges, Muller informed the financial press about his offer, sending Talley’s stock up from a $20.37 closing price on June 24 to a closing price of $24 on June 25. The volume of Talley stock traded on the New York Stock Exchange increased from 11,500 shares on June 24 to 509,200 shares the next day, the SEC said.

The complaint charges that Muller - who at the time was managing two investor partnerships, chaired American Land Co. and presided over Channel Industries Ltd. - ″knew or had reason to know that financing commitments previously obtained (for the offer) had lapsed.″

In his June 24 letter to Mallender, Muller said, ″All of the funding necessary to consummate this acquistion is available to us.″

The SEC called that statement ″untrue″ and said Muller had ″engaged in acts, practices or courses of business which operated or would operate as a fraud or deceit.″

In reality, the commission said, commitments by banks and investment bankers to Muller to arrange more than $100 million in financing for the acquisition had expired on May 2 and May 16.

In a separate action filed here, the SEC charged Muller and American Land with failing to file required annual and quarterly reports with the commission from 1982 through 1986.

That suit seeks a court order that would require Muller and American Land to file the delinquent reports and permanently enjoin them from violating SEC reporting and record keeping requirements in the future.

Neither Muller nor other officials of American Land could be reached for comment Thursday. Telephones listed for American Land in New York City and for Muller on Long Island went unanswered.

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