APPENDIX A

REPUBLIC SERVICE CORPORATION AND SUBSIDIARY COMPANIES mndensed consolidated balance sheet as at Aug. 31, 1945 per books (and pro forma (1) giving effect to "company's plan” and (2) giving effect to "stockholders' plan")

• After giving effect to company engineer's estimate of the carrying value of investments at $2,190,000.

• Net cash increase due to sale of $1,300,000 debentures at 102, note payable of $100,000, and 35,162 shares

of common stock at $10 par value less retirement of old debt of $1,763,800 at par.

APPENDIX B

REPUBLIC SERVICE CORPORATION AND SUBSIDIARY COMPANIES Condensed consolidated statement of income for the 12 months ended Aug. 31, 1945, per books adjusted to exclude for the full period the results of operation of the Virginia subsidiaries and to reflect the annual interest requirements on the principal amount of collateral trust bonds outstanding as of Aug. 31, 1945 (and pro forma giving effect to the results of (1) “company's plan” and (2) "stockholders' plan")

IN THE MATTER OF

UNITED CHEMICALS, INC.

File No. 812-107. Promulgated August 1, 1946

(Investment Company Act of 1940-Sections 3 (b) (2) and 6 (c))

DEFINITION OF INVESTMENT COMPANY.

Excepted Companies-Company Primarily Engaged Through Controlled
Subsidiary in an Industrial Enterprise.

A company which has no substantial assets other than its holding of investment securities in a controlled subsidiary engaged in the manufacture of chlorine products and which derives all its income from such subsidiary, held in the light of these and various other factors entitled to an order declaring it to be primarily engaged in a business other than that of investing, reinvesting, owning, holding or trading in securities. It is, therefore, excepted from the definition of an investment company under the Investment Company Act of 1940.

FINDINGS AND OPINION OF THE COMMISSION

This proceeding arises out of an application by United Chemicals, Inc. (hereinafter sometimes referred to as applicant) filed with this Commission pursuant to Sections 3 (b) (2) and 6 (c) of the Investment Company Act of 1940. The applicant has requested the Commission to find and declare by order under Section 3 (b) (2) of the Act that the applicant is not an investment company because primarily engaged in a business other than that of investing, reinvesting, owning or holding or trading in securities through a controlled company and, therefore, is excepted from the definition of an investment company contained in Section 3 (a) (3) of the Act.1

The applicant was organized as a holding company under Delaware law on February 9, 1929, and since that year its stock has been listed on the New York Curb Exchange. In 1929 it obtained a majority control of Westvaco Chlorine Products Corporation, which was then a holding company but which for the last 10 years has been primarily an operating company engaged solely in the production of chemicals at its operating plants and in the sale and distribution thereof. The stock of Westvaco has been listed on the New York Stock Exchange

1 The definitions of an investment company contained in Sections 3 (a) (1) and 3 (a) (2) of the Act are not involved.

23 S. E. C.-I. C.-930

since 1929. In the same year applicant acquired all the preferred stock and 95 percent of the common stock of Monarch Chemical Company, and purchased 95 percent of the stock of Barium Products, Ltd. and Peroxide Manufacturing and Specialty Company, Ltd. (later merged into Barium Products, Ltd.). Both these companies were engaged solely in the manufacture and distribution of chemicals. Also in 1929, applicant acquired the majority stock of Curtin-Howe Corporation which was engaged in the manufacture and sale of chemicals and chemical processes. In 1930 applicant acquired a majority of the stock of Industrial Chemicals Corporation, Ltd. which in turn was the holding company for California Chemical Corporation, the National Kellastone Company, Chemical Reduction Company, and Sierra Magnesite Company, all of which were engaged in the production and distribution of chemicals. Subsequently, the name of Industrial Chemical Corporation was changed to California Chemical Company and the assets of Sierra Magnesite Company, Ltd. and California Chemical Corporation and all of the stock of Chemical Reduction Company and the National Kellastone Company were transferred to it.

In 1937 California Chemical Company transferred all its assets to Westvaco Chlorine Products Corporation in exchange for stock of that corporation and California Chemical Company was thereafter dissolved, the applicant receiving in distribution common stock of Westvaco Chlorine Products Corporation.

In 1944 the applicant sold to Westvaco Chlorine Products Corporation all its stock in its three subsidiaries, Monarch Chemical Company, Barium Products, Ltd., and Curtin-Howe Corporation, together with a note of Barium Products, Ltd. Following this the applicant had no substantial asset except the common stock of Westvaco Chlorine Products Corporation and has none today. As of December 29, 1945, its assets consisted of $5,353 in cash and $1,416,970 investment in Westvaco common stock. The sole income of the company is that received in the form of dividends paid on its holdings of Westvaco stock.

The applicant states that except for transactions involved in the transfer or reorganization of subsidiaries and except for a certain amount of its common stock sold or exchanged for the purpose of redeeming its preferred stock, plus the payment of certain of its dividends by the distribution of some of its holdings of the common stock of Westvaco Chlorine Products Corporation, it has sold no stock of its subsidiary companies and none of its own stock for more than 17 years.

Section 3 (a) (3) of the Investment Company Act defines an investment company as any issuer which