(d) The names, titles, and addresses of the principal officers. (e) A description of the general character of the business done and to be done, together with a designation of the territories served, by counties and States. (f) A general statement briefly describing the facilities owned or operated for transmission of electric energy in interstate commerce or the sale of electric energy at wholesale in interstate commerce. (g) A brief reference to any license from the Federal Power Commission. (h) A statement as of the date of the balance sheet submitted with application showing for each class and series of capital stock: (1) Brief description. (2) The amount authorized (face value and number of shares). (3) The amount outstanding (exclusive of any amount held in the treasury). (4) Amount held as reacquired securities. (5) Amount pledged. (6) Amount owned by affiliated corporations. (7) Amount held in any fund. (1) A statement as of the date of the balance sheet submitted with application showing for each class and series of funded debt: (1) Brief description. (2) The amount authorized. (3) The amount outstanding (exclusive of any amount held in the treasury). (4) Amount held as reacquired securities. (5) Amount pledged. (6) Amount owned by affiliated corporations. (7) Amount in sinking and other funds. (j) Whether the application is for disposition of facilities by sale, lease, or otherwise, a merger or consolidation of facilities, or for purchase or acquisition of securities of a public utility, also a description of the consideration, if any, and the method of arriving at the amount thereof. (k) A statement of facilities to be disposed of, consolidated, or merged, giving a description of their present use and of their proposed use after disposition, consolidation, or merger. State whether the proposed disposition of facilities or plan for consolidation or merger includes all the operating facilities of the parties to the transaction. (1) A statement (in conformity with § 131.41 of this chapter) of the cost of the facilities involved in the sale, lease, or other disposition or merger or consolidation. If original cost is not known, an estimate of original cost based, insofar as possible, upon records or data of the applicant or its predecessors must be furnished, together with a full explanation of the manner in which such estimate has been made, and a description and statement of the present custody of all existing pertinent data and records. (m) A statement as to the effect of the proposed transaction upon any contract for the purchase, sale, or interchange of electric energy. (n) Names and addresses of counsel who have passed upon the legality of the proposed sale, lease or other disposition of facilities, or merger or consolidation of facilities, or purchase or acquisition of securities of a public utility, and names and addresses of any firms of which they, or any of them, are members. (0) A statement as to whether or not any application with respect to the transaction or any part thereof is required to be filed with any other Federal or State regulatory body. (p) The facts relied upon by applicants to show that the proposed disposition, merger, or consolidation of facilities or acquisition of securities will be consistent with the public interest. (q) A brief statement of franchises held, showing date of expiration if not perpetual. (r) A form of notice suitable for publication in the FEDERAL REGISTER, which will briefly summarize the facts contained in the application in such way as to acquaint the public with its scope and purpose. [Order 141, 12 F.R. 8495, Dec. 19, 1947, as amended by Order 149, 14 F.R. 4496, July 19, 1949; 14 F.R. 4668, July 27, 1949; Order 379, 34 F.R. 813, Jan. 18, 1969] Exhibit A. A copy of the charter or articles of incorporation with amendments to date. Exhibit B. A copy of the by-laws with amendments to date. Exhibit C. Copies of all resolutions of directors authorizing the proposed disposition, merger, or consolidation of facilities, or acquisition of securities, in respect to which the application is made, and, if approval of stockholders has been obtained, copies of the resolutions of the stockholders should also be furnished. Exhibit D. Copies of all mortgages, trusts, deeds, or indentures, securing any obligation of each party to the transaction. Exhibit E. A signed copy of opinion of counsel in respect to legality of the proposed transaction. Exhibit F. A statement of the measure of control or ownership exercised by or over each party to the transaction as to any public utility, or bank, trust company, banking association, or firm that is authorized by law to underwrite or participate in the marketing of securities of a public utility, or any company supplying electric equipment to such party. Where there are any intercorporate relationships through holding companies, ownership of securities or otherwise, the nature and extent of such relationship; also state whether any of the parties to the transaction have officers or directors in common. If not a member of any holding company system, include a statement to that effect. Exhibit G. Balance sheets with supporting fixed capital or plant schedules in conformity with §§ 131.40 and 131.41 of this chapter. Exhibit H. A statement of all known contingent liabilities except minor items such as damage claims and similar items involving relatively small amounts, as of the date of the application. Exhibit I. Comparative income statements in conformity with § 131.42 of this chapter. Exhibit J. An analysis of surplus for the period covered by the income statements referred to in exhibit I. Exhibit K. A copy of each application and exhibit filled with any other Federal or State regulatory body in connection with the proposed transaction, and if action has been taken thereon, a certified copy of each order relating thereto. Exhibit L. A copy of all contracts in respect to the sale, lease, or other proposed disposition, merger or consolidation of facilities, or purchase of securities, as the case may be, together with copies of all other written instruments entered into or proposed to be entered into by the parties to the transaction pertaining thereto. Exhibit M. A general or key map on a scale of not more than 20 miles to the inch showing in separate colors the properties of each party to the transaction, and distinguishing such parts of them as are included in the proposed disposition, consolidation or AUTHORITY: The provisions of this Part 34, issued under secs. 3(16), 19, 20, 41 Stat. 1063, 1073, as amended, secs. 203, 204, 305, 308, 309; 49 Stat. 849, 850, 856, 858; 16 U.S.C. 796(16), 812, 813, 824b, 824c, 825d, 825g, 825h. SOURCE: The provisions of this Part 34 contained in Order 141, 12 F.R. 8497, Dec. 19, 1947, unless otherwise noted. CROSS REFERENCES: For rules of practice and procedure, see Part 1 of this chapter. For forms under rules of practice and regulations, Federal Power Act, see Part 131 of this chapter. § 34.1 Applicability. The requirements of this part will apply to licensees and others seeking authority under sections 19 and 20 of the Federal Power Act (41 Stat. 1073; 16 U.S.C. 812, 813) in accordance with Part 20 of this subchapter and to public utilities seeking authority under section 204 of the Federal Power Act (49 Stat. 850; 16 U.S.C. 824c). [Order No. 170, is F. R. 2018, Apr. 8, 1954] § 34.1a Requirement of public_invitation of proposals for the purchase or underwriting of securities. (a) Scope of this section. This section shall apply to every issuance of a security, or securities, and assumption of obligation or liability as guarantor, endorser, surety, or otherwise, in respect to any security, or securities, of another person, for which Commission approval must be obtained, under the Federal Power Act, except where: (1) Such securities are to be issued pro rata to existing holders of securities of the applicant or issuer pursuant to any preemptive right or in connection with any liquidation or reorganization; or (2) Such securities consist of one or more bonds, notes, or other evidence of debt, of a maturity of ten years or less, to a commercial bank, insurance company, or similar institution not for resale to the public: Provided, No finder's fee or other fee, commission or remuneration is to be paid in connection therewith to any third person (except an associated service company charging only its costs of service) for negotiating the transaction; or (3) The proceeds, to the issuer, of the securities will be less than $1,000,000; or (4) The Commission, on application filed pursuant to § 34.2 (f) (2), finds that compliance with the competitive bidding requirements of paragraphs (b) and (c) of this section would not be appropriate to aid the Commission to determine whether any fees, commissions, or other remuneration to be paid, directly or indirectly, in connection with the issue, sale, or distribution of such securities, or whether such issue or sale, or any term or condition of such issue or sale, is not consistent with the public interest. Such findings will be made only where the issuer has not engaged in negotiating for the sale or underwriting of the securities without having been authorized in writing by the Commission prior to such negotiation. Nothing in this section shall be deemed to preclude the Commission from entering any order which would otherwise be appropriate under applicable provisions of the act. (b) Public invitation for proposals. The Commission will not grant any application for authorization and approval under section 204 (a) of the Federal Power Act unless, at least one week, or such other period as the Commission may by order fix, prior to entering into any contract or agreement for the issuance or sale of any security, or assumption of obligation or liability as guarantor, endorser, surety, or otherwise, in respect of any security of another person, sealed, written proposals for the purchase or underwriting of such securities shall have been publicly invited and the requirements of paragraph (c) of this section complied with. Such invitation shall, among other things, describe the arrangements made for No independent counsel for bidders. bid shall be invited, or accepted, from any person who, prior to the submission of bids, has performed any service for compensation in connection with the proposed securities or who has or will receive any fee or compensation in connection with the proposed securities, nor shall any bid be invited or accepted involving a violation of section 305 (a) of the Federal Power Act, prohibiting officers and directors benefiting from or sharing in proceeds of securities. Such proposals as may be received in response to the public invitation shall not be opened at any time or place other than as specified in the invitation. The duly authorized representative of any person making any such proposal shall be entitled to be present at the opening of such proposals and to examine each proposal submitted. The invitation shall refer to the limitations prescribed in this section. (c) Statement of compliance and of action proposed. As promptly as practicable after the opening of the proposals the applicant shall file an amendment to its application setting forth: (1) The action taken to comply with paragraph (b) of this section, including a statement that the proposed method of complying with the competitive bidding requirements as described in the application pursuant to the requirements of § 34.2(f) (1) has been carried out with no departures except such as shall be fully stated. (2) A summary of the terms of the proposals received, including the name of each bidder or representative of a bidding group, the interest or dividend rate specified (where applicable), the price to be paid the issuer per share or per $100 principal amount, the cost of money to the issuer (except in the case of common stock), the name of the successful bidder, and the successful bidder's initial public offering price with the resulting yield to the public (except in the case of common stock), accompanied by a copy of each proposal received (to be submitted as part of Exhibit L to the application). (3) A statement of the action proposed to be taken with respect to the issuance and sale of securities, and, in any case in which securities are to be issued by a person other than the applicant, a statement of the action to be taken by the applicant with reference to the assump tion of obligation or liability in respect thereto. [Order 152, 15 F.R. 2286, Apr. 25, 1950, as amended at 15 F.R. 6933, Oct. 17, 1950] § 34.2 Contents of application. Every such applicant shall set forth in its application to the Commission, in the manner and form and in the order indicated, the following information which, in the case of the assumption of a liability, shall be furnished as to both the issuer and the person assuming liability: (a) The exact name of the applicant and address of its principal business office. (b) The State or other sovereign power under which incorporated, the date of incorporation, and the States in which domesticated. (c) Name and address of person authorized to receive notices and communications in respect to application. (d) A full description of the securities proposed to be issued or the liabilities to be assumed, showing: (1) Kind and nature of securities or liabilities. (2) Amount (face value and number of shares). (3) Interest or dividend rate, if any. (e) A description of the method of issuing and selling the securities to be issued by the applicant or in respect of which the applicant is to assume any obligation or liability as guarantor, indorser, surety, or otherwise. Such description shall include a statement of whether: (1) Such securities are to be issued pro rata to existing holders of securities of the applicant or issuer pursuant to any preemptive right or in connection with any liquidation or reorganization. (2) Such securities consist of one or more bonds, notes, or other evidences of debt, of a maturity of ten years or less, to a commercial bank, insurance company, or similar institution not for resale to the public, and provide that no finder's fee or other fee, commission or remuneration is to be paid in connection therewith to any third person (except an associated service company charging only its costs of service) for negotiating the transaction. (3) The proceeds, to the issuer or vendor of the securities will be less than $1,000,000. (4) The proposed issuance of securities, or assumption of obligation or liability, by the applicant, has been exempted by the Commission from the competitive bidding requirements of § 34.1a (b) and (c) by findings as referred to in § 34.1a(a) (4), or is the subject of an application for such exemption under paragraph (f) (2) of this section, which application has not been denied by the Commission. (f) Except where the issuance of securities or assumption of obligation or liability falls within paragraph (e) (1), (2), or (3) of this section, the application shall either: (1) Set forth the proposed method of complying with the competitive bidding requirements of § 34.1a (b) and (c), including summarization of the principal terms of the proposed invitation for bids and submitting a copy of the proposed invitation as part of Exhibit O to the application; or (2) Apply for exemption from the competitive bidding requirements of § 34.1a (b) and (c) upon findings as referred to in § 34.1a(a) (4). Such an application may be made only where the issuer has not, prior to the filing of the application, engaged in any negotiation for the sale or underwriting of the securities and engages not to do so prior to Commission action on the application for exemption, and the application so shows: Provided, That engaging in negotiation may be permitted where the Commission has given its written authorization in advance. Such application for exemption may be filed as part of an application for securities approval, or as a separate application filed at any time prior to the filing of such an application for securities approval. (If separately filed, such separate application shall, nevertheless, be subject to the provisions of 88 34.4 to 34.7.) Such application for exemption shall show the specific grounds relied on as warranting the findings referred to in § 34.1a (a) (4). If an application for such exemption is denied by the Commission after the application for securities approval has been filed, the requirements of subparagraph (1) of this paragraph shall be complied with by amendment to the application. (g) Where no application has been filed for exemption from the competitive bidding requirements of § 34.1a (b) and (c), or the Commission has denied such an application, applicant shall set forth by amendment to the application, the data with respect to compliance with the competitive bidding requirements and its proposed action, as required by § 34.1a (c). (h) There shall also be set forth in the application or amendment thereto: (1) The name and address of any person receiving or entitled to a fee for services (other than attorneys, accountants and similar technical services) in connection with the negotiation or consummation of the issuance or sale of securities, or for services in securing underwriters, sellers, or purchasers of securities, other than fees included in any competitive bid; the amount of each such fee; and facts showing the necessity of the services and that the fee does not exceed the customary fee for such services in arm's-length transactions and is reasonable in the light of the cost of rendering the service and any other relevant factors. (2) All facts showing or tending to show that the issuer or applicant directly or indirectly controls, or is controlled by, or is under the same common control as, any person named pursuant to the requirements of paragraph (g) of this section and subparagraph (1) of this paragraph or showing or tending to show the opposite. "Control" is used herein as defined in section 5B of the Uniform Systems of Accounts Prescribed for Public Utilities and Licensees. (1) A statement showing both in total amount and per unit the price to the public, underwriting commissions, and net proceeds to the applicant. Supply also the information (estimated if necessary) required in § 131.43 of this chapter. If the securities are to be issued directly for property, then a full description of the property to be acquired its location, its original cost (if known) and fair value by accounts, and a statement as to who determined the fair value, together with the identification of the person from whom the property is to be acquired. If original cost is not known, an estimate of original cost based, insofar as possible, upon records or data of the applicant or its precedessors must be furnished, together with a full explanation of the manner in which such estimate has been made, and a description and statement of the present |