PART III

PUBLIC UTILITY HOLDING COMPANY ACT*

OF 1935

ACQUISITION OF SECURITIES

Where registered holding company proposes to see portfolio securities, acquisition of additional stock permitted in connection with stabilization operations... Page 696

ACQUISITION BY SUBSIDIARY OF REGISTERED HOLDING COMPANY
Securities

Proposed acquisition, by public-utility subsidiary of registered holding company, of all the common stock and debt of a public-utility company, which is a subsidiary of another registered holding company, serving neighboring areas in the same state, approved, under Sections 9 (a) and 10, subject to certain conditions... Page 782

Proposed acquisition of common stock by parent, a registered holding company, from its subsidiary approved subject to reservation of jurisdiction pursuant to the requirements of Section 11 (b) of the Act... Page 561

Application of registered holding company, proposing to acquire, pursuant to plan under Section 11 (e), new bonds and new common stock in exchange for all bonds and common stock presently outstanding of such subsidiary, granted . . . Page 459

Temporary acquisition by registered holding company, pursuant to a plan under Section 11 (e), of securities in a company in which holding company had been ordered to divest itself of all interest, granted, where plan of reorganization compromised litigation and remove legal and practical impediments to the ultimate divestment of such interest . . . Page 264

Application and declaration filed by registered holding company regarding acquisition of new common stock of surviving subsidiary of a merger of two subsidiaries in exchange for old common stocks of such subsidiaries held by parent, granted and permitted to become effective, under Sections 9, 10 and 12 ... Page 618

Application filed pursuant to Sections 9 (a) (2) and 10 of the Public Utility Holding Company Act of 1935 by purchasers of common stock of three newly formed public-utility companies, granted, the Commission finding that the standards of Section 10 of the Public Utility Holding Company Act of 1935 are satisfied... Page 126

INTEREST IN OTHER BUSINESS

Application-declaration by a public utility company which is a subsidiary of a registered holding company to acquire interest in a nonutility company, granted

*The term "Act" as used in Part III of this Digest refers to the Public Utility Holding Company Act of 1935.

25 S. E. C.

and permitted to become effective, the Commission finding the proposed acquisition meets the standards of Sections 9 (a), and 10 and 12 (f) of the Act.. Page 65

UTILITY ASSETS BY SUBSIDIARY

Application-declaration pursuant to Sections 10 and 12 (f) of the Act and Rule U-43 thereunder regarding acquisition by subsidiary of registered holding company, from its parent, of utility assets, granted and permitted to become effective. Page 65

.

Application by subsidiary of a registered holding company to acquire securities and assets of three electric utility companies, such companies to be dissolved and their business, property, and other assets acquired in liquidation, approved, the Commission making no advance findings under Sections 10 (b) and 10 (c) (1) and finding that the transactions have the tendency required by Section 10 (c) (2) ... Page 728

Acquisition by registered holding companies of the common stock of their subsidiary, approved, the Commission making no adverse findings under Sections 10 (b) and 10 (c) (1) and finding that the transaction has the tendency required by Section 10 (c) (2) ... Page 728

MERGER OF UTILITY COMPANIES AND ACQUISITION OF SECURITIES

Joint application-declaration of registered holding company and two of its utility subsidiaries proposing the merger of the subsidiaries and the acquisition by the surviving company from the parent holding company of all the shares of capital stock of the merging companies in exchange for shares of new common stock of the surviving company, granted and permitted to become effective . . . Page 473

SECURITY HOLDERS

ALTERATION OF RIGHTS

Declaration regarding changes in the charter provisions of a public utility subsidiary company affecting the common stock of subsidiary, permitted to become effective, the Commission making no adverse findings under Section 7 (e) of the Act... Page 709

Declaration filed pursuant to Section 6 (a) (2) of the Public Utility Holding Company Act of 1935 by a subsidiary of a registered holding company regarding changes in its surplus accounts and in the charter and mortgage provisions effecting the rights and privileges of its security holders, permitted to become effective, the Commission observing no basis for adverse findings under Section 7(e) of the Act . . . Page 76

AMENDMENT OF BY-LAWS

Declaration under Section 7 by a subsidiary of a registered holding company seeking authorization to amend its by-laws so as to limit the preemptive right of its stockholders; permitted to become effective ... Page 427

AMENDMENT TO SECTION 11 (e) PLAN

Where an amendment filed by a registered holding company to its heretofore approved Section 11 (e) plan of dissolution provides, in general, for the distribution on a pro rata basis of its investment in its only remaining subsidiary, consisting of the common stock of such subsidiary, to the holders of Voting Trust Certificates for its common stock, and for the subsequent dissolution of the holding company, held that such amendment is necessary to effectuate the provisions of Section 11 (b) and fair and equitable to the persons affected thereby . . . Page 303

EXEMPTIONS

SECURITY ISSUE OF SUBSIDIARY OF REGISTERED HOLDING COMPANY
Application for exemption of issue and sale of securities by subsidiary of
registered holding company, having been expressly authorized by State Commis-
sion of State in which the subsidiary is organized and doing business, granted,
pursuant to Section 6 (b) of the Act, subject to terms and conditions, the issue
and sale being solely for the purpose of financing the business of the sub-
sidiary... Page 728

COMPETITIVE BIDDING

Application for exemption from competitive bidding requirements of Rule U-50
with respect to proposed convertible preferred shares and unsubscribed common
shares granted, where particular circumstances of case, including imminent ma-
turities of holding company's outstanding debentures, nature of issuer and
securities involved, and history of Section 11 (e) plan, render such exemption
appropriate in the public interest and in the interests of investors and cus-
tomers. . . Page 388

Application for exemption from the competitive bidding requirements of Rule
U-50 requested by subsidiary of registered holding company with respect to
the issuance of new preferred stock subsequent to merger and by the surviving
corporation where the new preferred stock will be offered in exchange for the
preferred stocks of the constituent corporations and no shares will be sold to the
public, granted, pursuant to subparagraph (a) (5) of Rule U-50... Page 619
Application for exemption from competitive bidding requirements of Rule U-50
with respect to sale by registered holding company of part of its holdings of
common stock of a subsidiary by issuance to its stockholders of transferable
purchase warrants entitling the holders to buy said common stock, granted as to
all shares sold upon exercise of said purchase warrants, and further granted
as to a sale of shares represented by unexercised purchase warrants on the New
York Stock Exchange, subject to condition that any other method of sale of such
shares be subject to further order of the Commission . . . Page 405

Application by a subsidiary of a registered holding company pursuant to Sec-
tion 6 (b) of the Public Utility Holding Company Act of 1935 for exemption from
the provisions of Section 6 (a) of the Act of the issue and sale of bonds and pre-
ferred stock at competitive bidding, such issue and sale being solely for the
purpose of financing the business of the applicant, granted, subject to an order
expressly authorizing such issue and sale being issued by the State Commission
of the State in which such applicant is organized and doing business ... Page 76
Issuance and sale of common stock by a nonutility subsidiary of a registered
holding company, for cash and property, granted exemption pursuant to Section
6 (b) of the Act... Page 65

Application of non-utility subsidiary company of registered holding company
for exemption from the competitive bidding requirements of Rule U-50 in re-
spect of a sale of debentures to an underwriting group, granted . . . Page 719
Exemption from competitive bidding requirements of Rule U-50 requested by
registered holding company in connection with a declaration filed pursuant to
Section 12 (d) of the Act for the sale of all the capital stock of a subsidiary to a
non-affiliated company granted under Clause C of paragraph (a) (5) of Rule
U-50... Page 328

Alternative to competitive bidding procedure prescribed by Rule U-50 per-
mitted where alternative appears to involve only technical change in mechanics of
complying with rule.

Competitive bidding pursuant to Rule U-50, held appropriate, where it is proposed to sell securities that are traded on stock exchange Page 696

...

Where utility subsidiary of registered holding company stated that sale of unexchanged shares of new preferred stock could be consummated only through a negotiated private sale because of restrictive provisions of the applicable state law, and set forth the results of negotiations, the proposed private sale having been previously authorized by the state regulatory commission, held, application for exemption from competitive bidding requirements of Rule U-50 granted . . . Page 118

ISSUANCE AND SALE OF SECURITIES

BONDS AND COMMON STOCK

Proposed issue and sale of bonds and common stock of a subsidiary of a registered holding company pursuant to a plan of recapitalization found to satisfy the standards of Section 7, subject to reservation of jurisdiction Page 459

...

Proposed issue and sale of bonds and common stock by registered holding company pursuant to a plan of recapitalization, held, to satisfy the requirements of Section 7... Page 160

An application of a registered holding company, which is also a public utility company, regarding the issuance and sale at competitive bidding of preferred stock, the proceeds of which are to be used, together with treasury cash, primarily to finance a construction program, granted subject to certain conditions regarding the payment of common stock dividends and the vote of preferred stockholders necessary for the approval of the issuance of unsecured indebtedness in excess of certain amounts and the merger or consolidation of the company; jurisdiction being reserved, however, over the price to be paid applicant for the preferred stock, the dividend rate thereon, the underwriters spread and its allocation, and all legal fees and the fee of a financial adviser

SALE OF UTILITY ASSETS TO ASSOCIATE COMPANY

Page 414

Declaration regarding sale of utility assets of electric utility subsidiary of a registered holding company to associate company, permitted to become effective, the Commission making no adverse findings under Section 12 (f) of the Act . . . Page 618

SALE OF SECURITIES BY UTILITY SUBSIDIARY OF REGISTERED HOLDING COMPANY

Declaration filed by the surviving subsidiary of a merger of two subsidiaries of a registered holding company regarding the issuance and offer in exchange of new preferred stock for outstanding preferred stocks of the constituent corporations, and the issuance to parent holding company of new common stock in exchange for common stock of the constituent corporations held by parent, permitted to become effective, the Commission finding that the requirements of Sections 7 and 12 are met... Page 618

Declaration by registered holding company pursuant to Section 7 of the Act with respect to issuance of transferable purchase warrants to its stockholders entitling the holders to buy part of the parent company's holdings of common stock of a subsidiary, such warrants to be outstanding for sixty days and, if unexercised at expiration of offering period, to be retired by distribution to which holder may be entitled after sale by holding company of amount of unsubscribed common stock to produce aggregate offering price, permitted to become effective, subject to a reservation of jurisdiction to consider any issues

presented in the event that a record date for determining holders entitled to
dividends on such common stock be fixed prior to expiration of period for
exercising warrants; no adverse findings being made under Sections 7 and 12
in other respects... Page 405

Application of a wholly-owned non-utility subsidiary company pursuant to
Section 6 (b) of the Act for exemption from the provisions of Sections 6 (a)
and 7 thereof, of the issuance and sale of securities solely for the purpose of
financing the applicant's business, granted ... Page 719

Declaration filed by a subsidiary of a registered holding company pursuant to
Section 6 (b) of the Public Utility Holding Company Act of 1935 regarding the
issue and sale of common stock and First and Refunding Mortgage Bonds at
competitive bidding and setting a minimum acceptable price for the common
stock, permitted to become effective, subject to certain conditions and reserva-
tions of jurisdiction . . . Page 709

...

Amendments to Section 11 (e) plan concerning definitive terms and conditions
of sale of new securities to be issued pursuant to plan permitted to become
effective, the Commission observing no basis for adverse findings ... Page 434
Declaration by subsidiary of a registered holding company filed pursuant to
Sections 6 and 7 of the Public Utility Holding Company Act of 1935, regarding
the issuance and sale, pursuant to competitive bidding, of $19,000,000 principal
amount of First Mortgage Bonds, Series Due April 1, 1977, and the issuance and
sale of 5,201 shares of common stock to parent company permitted to become
effective... Page 561

STOCK DIVIDENDS

Declaration filed by a subsidiary of a registered holding company pursuant to
Section 7 of the Act regarding the issuance of 636,130 shares of its par value
common stock as a stock dividend and in connection therewith the transfer of
the aggregate par value thereof, $12,722,600, from earned surplus to capital stock
account, permitted to become effective Page 422

...

LOANS, EXTENSIONS OF CREDIT, DONATIONS AND
CAPITAL CONTRIBUTIONS

A declaration regarding a capital contribution by a registered holding com-
pany to its utility subsidiary of cash in order to enable the subsidiary to reduce
its outstanding indebtedness and carry on a projected construction program,
permitted to become effective ... Page 473

CAPITAL CONTRIBUTIONS

Declaration regarding contribution by registered holding company of shares
of electric utility subsidiary's common stock to such subsidiary and contribution
in cash to second electric utility subsidiary in order to permit such subsidiaries
to effect certain accounting adjustments prior to merger, permitted to become
effective, under Section 12 of the Act . . . Page 618

LOANS TO ASSOCIATE COMPANIES

Declaration regarding advances by subsidiary of registered holding company
to associate companies for the redemption of their funded debt found not
objectionable under Section 12 of the Act and Rule U-45 promulgated there-
under... Page 728

DIVIDEND PAYMENTS FROM CAPITAL

Charging of proposed payments of Dividend arrears certificates to paid-in
surplus regarded as declaration pursuant to Section 12 (c) and Rule U-46 there-