REGISTRATION OF UTILITY HOLDING COMPANIES The Public Utility Holding Company Act of 1935 called for registration of holding companies not later than December 1, 1935. Section 5 of the Act provides that any holding company or any person proposing to become a holding company may register by filing with the Commission a notification of registration, on such form as the Commission may by rules or regulations prescribe as necessary or appropriate in the public interest or for the protection of investors or consumers. Section 5 of the Act also provides that it shall be the duty of every registered holding company to file with the Commission, within such reasonable time after registration as the Commission shall fix by rules and regulations or order, a registration statement in such form as the Commission shall by rules and regulations or order, prescribe as necessary or appropriate in the public interest or for the protection of investors or consumers. The Commission adopted a form (Form U-1) for the notification of registration of public utility holding companies pursuant to the above-mentioned section of the Act. This form permitted companies to register by filing a simple statement including little more than a corporate chart, a schedule of securities outstanding, the names of officers and directors, and maps showing the territories served. Upon receipt of a notification of registration, the law provides that the registration shall become effective. Sixty-five holding companies are now registered, including a number of subholding companies of registered systems. As of June 30, 1936, the registered holding companies were as follows: American Public Service Co. British-American Utilities Corporation. Brokaw-Dixon & McKee. Central and South West Utilities Co. Central States Edison, Inc. Central States Power & Light Corporation, subsidiary of Central States Utilities Corporation, a subsidiary of Utilities Power & Light Corporation. Central States Utilities Corporation, a subsidiary of Utilities Power & Light Corporation. Citizens Public Service Co. Citizens Utilities Co. Walter Bachrach, trustee of the Commonwealth Light & Power Co., debtor. Consumers Natural Gas Co. Crescent Public Service Co. Lake C. Bradley, L. N. Boisen, D. P. Pardee, J. H. White, and H. S. Swan, as voting trustees under voting trust agreement dated October 7, 1930, relating to common stock of Georgia Natural Gas Corporation, a Delaware corporation. Great Lakes Utilities Corporation. Frank D. Comerford, Sidney St. F. Thaxter and Robert H. Montgomery, trustees under agreement dated November 29, 1935, between International Hydro-Electric System, New England Power Association, Old Colony Trust Co., and said trustees. Indiana Southwestern Gas & Utilities Corporation. Leonard S. Florsheim, trustee of Inland Power & Light Corporation, debtor. Interstate Power Co., a subsidiary of Utilities Power & Light Corporation. Lone Star Gas Corporation. The Middle West Corporation. Hugh M. Morris and John N. Shannahan, trustees of the estate of Midland Utilities Co. Hugh M. Morris and John N. Shannahan, trustees of the estate of Midland United Co. The Mission Oil Co. National Fuel Gas Co. National Gas & Electric Corporation. National Light, Heat & Power Co. The Nevada-California Electric Corporation. New England Power Association. New England Public Service Co. North American Gas & Electric Co. North West Utilities Co. Northern Paper Mills. Penn Western Gas & Electric Co. Pennsylvania Gas & Electric Corporation. Hugh M. Morris and Harold S. Schutt, trustees, Peoples Light & Power Corpo ration. Public Service Corporation of Texas. Irwin T. Gilruth and Charles A. McDonald as trustees of Public Utilities Securi ties Corporation. Republic Electric Power Corporation. Republic Service Corporation. Sandar Corporation. Southeast Power & Light Co. Southern Union Gas Co. Scthern United Gas Co. Southwestern Development Co. The Twin State Gas & Electric Co. Union Electric Power Corporation. United Public Service Corporation. Lee Barroll, Henry A. Erhard, Gerald P. Kynett, Herbert L. Nichols, Herbert S. Welsh, voting trustees under voting trust agreement dated January 1, 1935, for class A common stock of United Public Utilities Corporation. nied Public Utilities Corporation. Utilities Holding Corporation. Utilities Power & Light Corporation. Utilities Stock & Bond Corporation. Washington & Suburban Cos. Washington Gas & Electric Co. White Mountain Power Co. EXEMPTIONS UNDER THE PUBLIC UTILITY HOLDING The Commission is directed by the Public Utility Holding Company Act of 1935 to exempt by rule or order holding companies of certain specified types from provisions of the Act unless and except to the extent that it deems such action detrimental to the public interest or the interest of investors or consumers. In addition to this power to exempt holding companies, as such, from the provisions of the Act, the Commission is also directed to declare such companies as meet specified requirements not to be "electric utility companies", "gas utility companies", "holding companies" or "subsidiary companies" as those terms are defined in the Act. This power may be exercised by rule or by order upon application. The information required in an application for exemption of a holding company is extremely elastic. The Commission adopted rules specifying the information which was thought relevant in the ordinary situation, but left it up to the applicant to omit any information which it might deem irrelevant in a particular case, reserving the right on the part of the Commission to call for any other information that might be necessary. As of June 30, 1936, 375 applications were received for exemption of holding companies and for orders declaring companies not to be holding companies or subsidiaries of holding companies or declaring companies not to be electric or gas utilities. The Act provides that applications for such orders shall, if filed in good faith, be automatically effective until the Commission has acted upon them. This provision enabled the Commission to take the time necessary to examine applications without subjecting the applicants in the meanwhile to regulations from which they might be entitled to immunity. One hundred and seventy-nine of these applications have been disposed of and 196 are pending. SECURITY TRANSACTIONS BY REGISTERED HOLDING AND SUBSIDIARY COMPANIES The Public Utility Holding Company Act of 1935 provides that it shall be unlawful for any registered holding company or subsidiary company thereof, by use of the mails or any means or instrumentality of interstate commerce, or otherwise, directly or indirectly, to issue or sell any security of such company or to exercise any privilege or right to alter the priority, preferences, voting power, or other rights of the holders of an outstanding security of such company, arless a declaration with respect to the security has been filed with the Commission and has become effective. The Act also provides that the Commission shall not permit a declaration to become effective unless the security meets certain specified standards and the terms and conditions of the issue or sale are not detrimental to the public interest or the interest of investors or consumers. A simple form has been prescribed for these declarations (Form -) and as of June 30, 1936, the Commission had received and passed upon 7 such declarations with respect to security issues. There are certain security issues which are exempt from the requirements of filing a declaration. Some of these, such as specified types of short term paper, are exempted automatically by the statute. In ther cases, exemption is to be obtained by rule or regulation or by order of the Commission. So far, exemptions of this kind have all been by order. These include issues by operating public utility panies which have been expressly approved by a State commission. Owing to the variety of State laws and of practices of State commissions with respect to authorizing security issues, there are sometimes difficult questions of interpretation as to whether the action of a particular State commission constitutes approval of the sance within the meaning of the Federal statute. As of June 30, 1936, the Commission had received 17 applications for exemption of security issues. Of these, 13 were disposed of and i were pending. ACQUISITION OF SECURITIES AND UTILITY ASSETS AND OTHER INTERESTS BY REGISTERED HOLDING COMPANIES OR THEIR SUBSIDIARIES Acquisitions by registered holding companies or their subsidiaries of securities, utility assets, or any other interest in any other business Some within the jurisdiction of the Commission. An application for approval of an acquisition is filed with the Commission on a prescribed form (Form U-10-1, Application for Approval of Acquisition of Securities; Form U-10-2, Application for Approval of Acquisition of Utility Assets or Interest in Busi). Among the standards by which the Commission must be guided in approving acquisitions is a requirement that no acquisition shall be approved unless the Commission finds that it will serve the public interest by tending towards the economical and efficient development of an integrated public utility system. The Commisson must also deny an application if it will tend toward interlocking relations or concentrated control of public utility companies in a 101973-36-4 manner detrimental to the public interest or the interest of investors or consumers; if the consideration to be paid is not reasonable; if the acquisition will unduly complicate the capital structure of the system; or if it will otherwise be detrimental to the public interest or the interest of investors or consumers or the proper functioning of the system. The exemptive power of the Commission with respect to acquisitions is somewhat different from that in the case of security issues. Certain acquisitions expressly approved by State commissions are automatically exempted by the statute, as are also acquisitions of Government or municipal bonds. In addition, the Commission is given a general power to exempt by rules and regulations acquisitions of securities for investment of current funds or acquisitions made in the ordinary course of business of the acquiring company. Acting under this authority, the Commission has adopted rules providing a number of exemptions. These include purchases of certain readily marketable securities generally considered appropriate for investment of current funds and also certain short-term paper, acquisitions which may be necessary to comply with conversion rights or sinking fund obligations and similar obligations, acquisitions from wholly owned subsidiaries, the receipt of stock dividends, the buying of limited amounts of securities issued by the acquiring company or its subsidiaries, and a number of other transactions where the Commission felt that the public interest would not require the imposition of the standards specified in the Act. Supervision over the reorganization of holding companies presents one of the most important duties of the Commission. Although, as regards its most important aspects, the reorganization section of the Act has not yet become effective, the policy expressed by it is one which the Commission must constantly have in mind in passing on any transactions involving further growth of the existing systems. As of June 30, 1936, the Commission had received and acted on 16 applications for approval of acquisition of securities and 4 applications for approval of acquisition of assets. STATEMENTS REQUIRED PURSUANT TO SECTION 12 (i) OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 Pursuant to the provisions of Section 12 (i) of the Public Utility Holding Company Act of 1935, any person employed or retained by any registered holding company, or by any subsidiary company thereof, who presents, advocates, or opposes any matter affecting any registered holding company or any subsidiary company thereof before the Congress, or any Member or committee thereof, or before the Securities and Exchange Commission or the Federal Power Commission or any member, officer, or employee of either such Commis |