The number of releases and the general character thereof made public during the 3 months of July, August, and September of 1941 are shown by the attached tabulation. In addition, there is attached a description of the releases sent to each of the Commission's mailing lists, together with the number of copies of each release which is sent out in respect of each such mailing list. The following is a break-down of releases issued by the Commission during the 3 months ended September 30, 1941: Statement of Commission relative to "when issued" trading in rights or debentures of American Telephone & Telegraph Co- 1 Statement of Commission relative to "when issued" trading in rights or Total__. 34651 в 1 4 84 Announcements of staff conference with the Ogden Corporation and with the Philadelphia Electric Co‒‒‒‒‒‒ 2 This consists of weekly summary of odd-lot reports; weekly tabulation of trading by members of the New York Stock Exchange and the New York Curb Exchange; monthly analysis of trading on stock exchanges; monthly analysis of effective registrations under the Securities Act of 1933; and quarterly tabulation of underwriting participations in issues registered under the Securities Act- 1 35 SURVEY SERIES One release issued during the period relating to supplements to the industry reports in the Survey of American Listed Corporations---. 1 UNNUMBERED RELEASES Personnel changes- 3 Exchange of correspondence between Congressman Clarence F. Lea and Securities and Exchange Commission Chairman Eicher regarding proposed amendments to securities laws__ 1 Announcement of application by the National Association of Securities 1 Announcement of a conference with George P. Rea, president of New York Attached herewith is a classification of releases which shows in the left-hand margin the number of copies that are prepared for each mailing list. These figures do not indicate the number of persons to whom the copies are mailed, since some request more than one copy of each release. Also, the attached tabulation does not give effect to duplications. For example, 5,200 copies of releases are prepared for classification 1, and 4,950 copies are prepared for classification 6. However, because of the number of persons requesting copies of both classifications 1 and 6, the total number of releases actually mailed in such instances total 6,350. The total copies mailed for all lists, after eliminating duplications but before elimination of requests for more than one copy, come to 16,673. This indicates that the total number of persons on our mailing lists is approximately 15,000. As of October 1, 1941 SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D. C. CLASSIFICATION OF RELEASES Number of copies Mailing lists are maintained in the following classifications only 5, 200 3,550 8,850 5,350 4,350 4,950 4,750 5,450 3,800 1,650 4, 150 3,850 3,675 2, 525 4,900 4,900 1. Securities Act of 1933-Trust Indenture Act of 1939: Includes decisions, orders, rules, and all other announcements relating to these acts, but excludes the Registration Record and any announcements (including rules) relating to oil and gas royalty securities and dealers. 2. The Registration Record: A daily summary of all the registration events occurring under the Securities Act of 1933 and the Trust Indenture Act of 1939. 3. Over-the-Counter Securities Business: Includes decisions, orders, rules, and all other announcements relating to over-the-counter brokers and dealers. 4. Securities Exchange Act of 1934: Includes decisions, orders, rules, and all other announcements relating to this Act, but excludes any announcements (including rules) relating to the over-the-counter securities business. 5. Public Utility Holding Company Act of 1935: Includes decisions, orders, hearing notices, rules, and all other announcements relating to this act. 6. Rules: A special classification for those who wish to receive all rules, and amendments to all rules, adopted under all of the acts administered by the Commission. 7. Corporate reorganizations: Includes announcements relating to the Commission's activities under Chapter X of the Bankruptcy Act, as amended; the reorganization proceedings to which the Commission has become a party; and advisory reports. 8. Accounting Releases: Includes statements by the Chief Accountant and other accounting material. 9. Statistical and Economic Material: Includes the monthly analysis of registrations under the Securities Act, the monthly analysis of trading on stock exchanges, the weekly tabulation of trading by stock exchange members, the weekly summary of odd-lot trading, and other statistical reports. 10. Oil and Gas Royalties Securities and Dealers: Includes all announcements and rules relating to oil and gas royalties securities and dealers. 11. Investment Advisers Act of 1940: Includes decisions, orders, rules, and all other announcements relating to this Act. 12. Investment Company Act of 1940: Includes decisions, orders, rules, and all other announcements relating to this Act. 13. Transaction Summary: A semimonthly summary of security transactions and holdings reported under the provisions of the Securities Exchange Act of 1934, the Public Utility Holding Company Act of 1935, and the Investment Company Act of 1940 by officers, directors, and certain other individuals. 14. Securities Traded on Exchanges: Semiannual directory and monthly supplements of securities traded on national securities exchanges. 15. Over-the-Counter Brokers' and Dealers' Directory and Supplements: Annual directory and monthly supplements of over-the-counter brokers and dealers effectively registered under the Securities Exchange Act of 1934. 16. Survey Series: Includes all announcements relating to publications of The Survey of American Listed Corporations, a Work Projects Administration study. The Survey consists of industry reports and statistical studies based on registration statements and annual reports filed under the Securities Exchange Act of 1934. G. RULE AS TO THE USE OF FORM A-2 Representative Wadsworth (at p. 276 of the printed transcript) inquired as to the conditions for the use of the Commission's Form A-2 under the Securities Act of 1933. The following paragraph is taken from page 1 of the Instruction Book for that form. Although the Instruction Book also contains some explanatory statements and qualifications and certain special rules for the use of Form A-2 in various types of situations, the following paragraph describes the general scope of the form: "This form is to be used for a registration statement, except such statements as to which a special form is specifically prescribed, under the Securities Act of 1933, as amended, by any corporation which files profit and loss statements for 3 years and which meets either one of the following conditions: (a) Such corporation has made annually available to its security holders, for at least 10 years, financial reports (which may be reports consolidating the reports of the corporation and its subsidiaries) including at least a balance sheet and a profit and loss or income statement, or (b) such corporation had a net income for any 2 fiscal years of the 5 fiscal years preceding the date of the latest balance sheet filed with the registration statement. If such corporation has subsidiaries, such income shall be determined on the basis of consolidated reports for such corporation and its subsidiaries. Nothwithstanding what is hereinabove prescribed in this paragraph, however, this form shall not be used by any corporation organized within 10 years, if the majority of the capital stock thereof was issued to promoters of the corporation in consideration of property or services, or if more than one-half of the proceeds of the sale of securities of such corporation has been used to purchase property acquired by the corporation from the promoters of the corporation." H. STOCK OFFERING OF LOUISVILLE GAS & ELECTRIC Co. THURSDAY, JANUARY 22, 1942 Mr. BOREN. Mr. Chairman, I would like to recall that on page 426 of the printed record I had some discussion with Mr. Purcell on the suggestion of the Louisville Gas & Electric Co., which had been authorized to sell 150,000 shares of common stock at $23.50, and the dealers down there felt that the price was excessive. The Commission found otherwise, and I would like to ask Mr. Purcell a question or two on it. According to press dispatches that I picked up yesterday, under date of January 19, I think, the parent company-I think it is the Standard Gas & Electric Co.-has now applied to the Commission for the privilege to buy these 150,000 shares or the remainder-I think only 23,000 shares have been sold-and they are requesting permission to buy in at $22.75. I just wanted to ask Mr. Purcell, if I might, before we adjourn, since it is off the subject we are going to take up immediately, whether or not such permission has been requested of the Commission by the Standard Gas & Electric Co., and whether or not the Commission has acted on it. Commissioner PURCELL. I am sure, Mr. Boren, that the Commission has not acted on it, because it has not been brought to the Commission's attention. I am not even sure whether such an application has been filed. I do not know. Mr. BOREN. I would like, Mr. Chairman, as the thing progresses, because I felt that it involved a very important point here, particularly from the standpoint of the administration of the act, for Mr. Purcell to give us the facts relating to the questions I have asked; to produce those facts for the record later on. My information is that only 23.000 of the 150.000 shares were sold, showing, in my judgment, that the dealers were justified in their position in this matter and that now the company admits such situation by requesting to purchase them in at a figure below the public offering, and I would like for the record to carry that problem on through if Mr. Purcell will answer that question and give us the information as it is developed in the Commission. Mr. PURCELL. I should be glad to get whatever information is available, and then, as the thing develops, I will keep you advised. The CHAIRMAN. If it is agreeable with you, Mr. Boren, I think it would be better for the record if we would let that appear under miscellaneous discussion at the end of the record. Mr. BOREN. That will be agreeable to me. (Mr. Purcell's statement follows:) Congressman Boren has expressed an interest in the Louisville Gas & Electric An earlier statement of mine in reply to a question from Congressman case. Boren on the same matter appears at pages 596–600 of the printed record. He has now asked me to inform the Committee as to what was happening, including whether the company had admitted that the price at which it wanted to sell its common stock was too high. The Louisville Gas & Electric Co. and Standard Gas & Electric Co. filed an application with us on January 15, 1942, for our approval of the acquisition by Standard Gas of some of the common stock of Louisville. The application originally fixed a price of $22.75 per share. This was the price at which the company had been selling the shares to dealers, who then sold the stock to the public after adding a 75-cent commission, so that the price to the public was $23.50 per share. Of course, where Louisville sold the stock to the public directly, it had to absorb the selling costs itself and the price to the public was $23.50 per share, the same price as in the case of sales through dealers. Later, the application before the Commission was amended to provide that Standard would pay the public offering price of $23.50 per share rather than the price to the dealers of $22.75 per share. In answer to Congressman Boren's question whether Standard and Lousiville have admitted by virtue of this application, that the price of the stock was too high, I don't think that inference is justified by the facts of this case, because even at the lower figure ($22.75) at which Standard wanted to buy the stock, the discount was only 75 cents a share, the amount that would have gone to the dealers if the stock had been sold by them. In order that the committee's records may be complete on this transaction, I am including for the record a copy of our findings approving the application of Standard and Louisville. [For immediate release Friday, January 30, 1942] SECURITIES AND EXCHANGE COMMISSION Holding Company Act Release No. 3300 WASHINGTON In the matter of Louisville Gas & Electric Co. (Kentucky), Standard Gas & Electric Co. File No. 70-484 FINDINGS AND OPINION Appearances: Frederick Zazove for the Public Utilities Division of the Commission. J. R. Cherkin, c/o A. Louis Flynn, Chicago, Ill., for Louisville Gas & Electric Co. (Kentucky) and Standard Gas & Electric Co. On October 22, 1941, we entered an order approving an application of Louisville Gas & Electric Co. (Kentucky) under section 6 (b) of the Public Utility Holding Company Act of 1935, for exemption from the provisions of section 6 (a) of said act of the issuance and sale of 150,000 shares of new common stock. The stock was to be available for purchase by the public at $23.50 per share and the company was to receive that full amount in the case of direct sales which it made to the public. However, in the case of sales made through dealers who signed a dealers' contract with the issuer, while the offering price of $23.50 remained the same, a commission of 75 cents per share was to be allowed the dealer. The Kentucky Co. is a subsidiary of Louisville Gas & Electric Co. (Delaware), in turn a subsidiary of Standard Gas & Electric Co., which is a subsidiary of Standard Power & Light Corporation; the three last-named companies are registered holding companies. In May 1941 the Kentucky Co. refunded its preferred stock in the course of which refunding it undertook to raise the $7,000,000 of new money needed to finance its $10,000,000 construction program by selling common stock; and the Delaware Co. and Standard Gas & Electric Co. undertook to use their best efforts to facilitate performance by the Kentucky Co. of that undertaking. Up to January 12, 1942, the Kentucky company had sold 23,795 shares of the 150,000 share block. Of this total, 13,518 shares had been sold directly by the company and 10,277 shares had been sold through dealers. Standard Gas & Electric Co. and the Kentucky Co. have now filed an application and an amendment thereto pursuant to which Standard seeks permission to purchase in each month, commencing with January 1942, sufficient of the shares of common stock, at a price of $23.50 per share, so that the shares purchased by the public together with the share purchased by Standard would yield the Kentucky Co. not more than $500,000 each month. This arrangement was made so as to take care of the new money requirements of the Kentucky Co. |