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Plan filed by registered holding company regarding sale by it at competitive
bidding of common stock of subsidiary company, approved, subject to certain
reservations of jurisdiction, the Commission observing no basis for adverse find-
ings under Section 12 (d) of the Act ... Page 481
PUBLIC UTILITY SECURITIES TO ASSOCIATE COMPANY

Declaration pursuant to Sections 12 (d) and 12 (f) of the Act and Rules U-43
and U-44 with respect to transactions whereby two registered holding com-
panies transfer securities of three subsidiary companies, to a common sub-
sidiary for cash and common stock, permitted to become effective, the Commis-
sion finding that the applicable standards of the Act and the Rules are satisfied
... Page 728
BY REGISTERED HOLDING COMPANY

Declaration by registered holding company pursuant to Section 12 (d) of the
Act and Rule U-44 thereunder with respect to sale of part of holdings of com-
mon stock of subsidiary to its stockholders and public, permitted to become
effective, no adverse findings being made . . . Page 405

In proceedings under Section 12 (d) of the Act and Rule U-44 thereunder
upon a declaration filed by a registered holding company with respect to the sale
of all the capital stock of a subsidiary to a non-affiliated company for a considera-
tion of $11,250,000, held, that the declaration be permitted to become effective,
no adverse findings being necessary under the facts of the case . . . Page 328
UTILITY ASSETS

Declaration filed by subsidiary of a registered holding company pursuant to
Section 12 (d) of the Public Utility Holding Company Act of 1935 and Rule
U-44 promulgated thereunder, respecting the sale of its gas properties to a non-
affiliate, permitted to become effective, the Commission observing no basis for
adverse findings ... Page 126

SIMPLIFICATION OF HOLDING COMPANY SYSTEM

Where a registered holding company, its subsidiary, and an associate electric
utlity company filed an application and declaration respecting transfer of elec-
tric utility assets owned by subsidiary but integrated with electric system of
associate electric utility company, and respecting use of proceeds for retire-
ment of vendor subsidiary's debt, held, proposed transactions constitute steps
in compliance with order of Commission directing dissolution of registered hold-
ing company ... Page 242

Alternate plan filed under Section 11 (e) of the Public Utility Holding Com-
pany Act of 1935 for recapitalization of registered holding company providing
for debt reduction and the issuance of new common and preferred shares with
voting rights and the compromise settlement of claims of affiliates and stock
interest of public security holders, approved, where plan previously approved
providing for a capital structure consisting solely of debt and common shares
was not deemed feasible under existing market conditions, the Commission re-
serving the right to take such step as may be appropriate, after notice and
opportunity for hearing, at any time prior to the entry by the District Court
of an order enforcing the Alternate Plan and to secure consummation of plan
previously approved, should it appear to the Commission that the plan pre-
viously approved has become feasible . . . Page 264

Plan filed by a registered holding company under Section 11 (e) of the Act
providing for the elimination of preferred and preference stocks and arrears

applicable thereto by exchange for new Debentures, and for the reduction in the
amount of outstanding debt by the use of treasury cash, approved, as necessary
to effectuate the provisions of Section 11 (b) of the Act and fair and equitable
to the persons affected thereby ... Page 575
PLAN UNDER SECTION 11 (e)-COMPROMISE OF CLANS

Plan filed by registered holding company under Section 11 (e) of the Act pro-
viding for settlement of intrasystem intercompany claims and counterclaims in
so far as they affect one particular company held necessary to effectuate the
provisions of Section 11 (b) and fair and equitable to the persons affected, the
proposed settlement having been negotiated at arm's-length and representing a
fair compromise . . . Page 651
FAIRNESS AND EQUITY

Where a plan filed under Section 11 (e) provides for the recapitalization of a
wholly owned operating company and the liquidation of its parent company; the
payment in full plus accrued interest to the holding companies' bondholders; and
the net remaining assets consisting of cash, after payment of all liabilities, to be
distributed to the common stockholders of the holding company, held, the plan
is fair and equitable to the persons affected thereby . . . Page 459

Where a plan filed under Section 11 (e) by an electric utility company wbich
is also a registered holding company provides, among other things, for a reorgani-
zation of the company to reduce debt, eliminate preferred stock, create a new
common stock with a substantial equity in assets and earnings, raise working
capital and preserve the relative rights of security holders pending the resolution
of issues relating to possible subordination of holdings of the company's parent,
also a registered holding company; for sale of the new first mortgage bonds and
some shares of the new common stock; for cancellation of the outstanding
common stock and payment of the outstanding first mortgage bonds at principal
amount; and for either (1) the payment of other outstanding debt securities at
principal amount and the distribution to preferred stockholders of the shares of
new common stock not sold to realize cash for such payment and for working
capital, together with certificates of contingent interest in distributions to the
parent company, or (2) an escrow (for the benefit of holders of securities junior
to the first mortgage bonds) of the shares of new common stock not sold to
realize cash for the payment of the outstanding first mortgage bonds and for
working capital, the choice of alternatives to depend upon market conditions at
the time of consummation; and where the filing is joined in by the parent com-
pany, held, the plan, if modified in certain respects is fair and equitable to the
persons affected thereby, subject to certain reservations of jurisdiction
Page 160

Plan filed by registered holding company pursuant to Section 11 of the Act
providing for exchange on voluntary basis of common stocks of subsidiary com-
panies for holding company's preferred stock, held, fair and equitable to the
persons affected thereby ... Page 505

Where amended plan under Section 11 (e) for liquidation of holding company
to comply with Section 11 (b) providing for retirement of preferred stock on the
basis of its call price, the amount previously found by the Commission to be fair,
and for a rapid winding up of the affairs of the company at a minimum expense
and distribution to the common stockholders of the assets of the company remain-
ing after payment of liabilities and retirement of preferred stock, held, the
amended plan is necessary to effectuate the purposes of Section 11 (b) and fair
and equitable to all persons affected ... Page 37

Where plan under Section 11 (e) is modified to provide that the issuance of
subscription warrants for new common stock may be eliminated if market con-
ditions prevailing at the time the new common stock is to be sold make issuance
of the warrants impracticable or inadvisable, and the elimination of the war.
rants cannot be made without Commission approval, based on existing market
conditions, held, the proposed modification is fair and equitable to the persons
affected thereby ... Page 297

Section 11 (e) plan modified in accordance with Commission order to provide
for cash distribution to preferred stockholders and creation of escrow fund as
security for payment of any additional amount finally determined to be payable
to preferred stockholders, held, fair and equitable to all persons affected
thereby ... Page 297

Plan filed by registered holding company pursuant to Section 11 (e) of the Act
providing for retirement of outstanding preferred stock of holding company
through allocation of new preferred and common stock of subsidiary company,
and for retirement of holding company's common stock through exchange there-
for of reclassified common stock of subsidiary, held, fair and equitable to the
persons affected thereby ... Page 745

Where a plan submitted pursuant to Section 11 (e) of the Act provides for the
issuance of one class of common stock in place of three classes of stock now
outstanding, and for the distribution of the new common stock among the several
classes of security holders according to their respective rights in the enterprise
held that such plan is "fair and equitable" within the meaning of Section 11
(e) ... Page 46
FEES AND EXPENSES

Application of counsel for certain preferred stockholders for approval of fees
and expenses in Section 11 (e) proceedings, held, denied, the Commission being
unable to find that the services of counsel materially contributed to the formula-
tion of the plan of reorganization or were beneficial in the administration of the
estate . . . Page 382

Where voluntary exchange plan under Section 11 (e) fails to provide for pay-
ment of fees and expenses in connection therewith, approval of plan conditioned
on company's filing amendment undertaking to pay such fees and expenses as
Commission may approve ... Page 505

Amount of compensation allowable for services performed in connection with
Section 11 (e) plan determined by Commission after examination of the record
with respect to the services performed, the fees already received by applicants,
and the allowances previously made to former fee applicants . . . Page 453

Where plan under Section 11 (e) fails to provide for payment of fees and
expenses in connection therewith, approval of plan conditioned on company's
filing amendment undertaking to pay such fees and expenses as Commission may
approve ... Page 745
NECESSITY

Plan filed by registered holding company pursuant to Section 11 (e) of the Act
providing for retirement of approximately 28% of holding company's preferred
stock through a voluntary exchange of portfolio common stocks of subsidiary
companies, held, an appropriate step toward compliance with Section 11 (b)
and necessary to effectuate the provisions thereof ... Page 505

Plan filed by registered holding company pursuant to Section 11 (e) of the
Act providing for redemption of holding company's debt and retirement of its
outstanding preferred and common stock through allocation of reclassified securi-
ties of subsidiary company, and for dissolution of holding company and other

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system companies, held necessary to effectuate the provisions of Section 11 (b)
of the Act ... Page 745

Where the record shows that the continued existence of the registered hold-
ing company unduly and unnecessarily complicates the structure of the holding
company system of which it is a part and a plan filed under Section 11 (e)
provides for the liquidation and dissolution of such registered holding company,
held, the plan is necessary to effectuate the provisions of Section 11 (b) within
the meaning of Section 11 (e) ... Page 459

Where a plan provides a suitable means of effecting a fair and equitable
distribution of voting power among security holders of the applicant, and
electric utility company and also a registered holding company, held, the plan is
necessary to effectuate the provisions of Section 11 (b) within the meaning of
Section 11 (e). .. Page 160
FAIR AND EQUITABLE PLAN OF REORGANIZATION

Where changed conditions require modification of previously approved plan
of reorganization so as to reduce par value of new common stock and create
capital surplus for establishing necessary reserves, held, plan as modified is
necessary to effectuate the provisions of Section 11 (b), is fair and equitable
to all persons affected, and will be approved.

Where changes in condition of company occurring after Commission approval
of Section 11 (e) plan and before Court approval are urged as basis for with-
drawal of approval of plan, held, changes adduced do not render plan unfair
and approval will not be withdrawn ... Page 92
SEVERANCE

Where portion of plan for settlement of all intra-system intercompany claims
provided separate settlement of all claims and counterclaims affecting one
particular company, and that portion of plan was severable from remainder
and was not objected to whereas other portion was being contested by stock-
holders and a protracted proceeding thereon was not unlikely, held, that portion
of plan will be severed from remainder and order will issue approving severed
portion without passing on remainder of plan ... Page 651

Where portion of plan for settlement of all intra-system claims provided for
a separate settlement of claims and counterclaims affecting one company call-
ing for transactions which had to be consummated by a certain date in order
for the company to take advantage of certain benefits to its capital structure,
and specified portion of plan was not objected to and was necessary to effectuate
the provisions of Section 11 (b) and was fair and equitable to the persons affected
thereby, held, that portion of plan will be severed from remainder and will be
approved in advance of passing on remainder of plan ... Page 349

Where plan filed by registered holding company under Section 11 (e) pro-
vides for sale of part of common stock of subsidiary and disposition of remainder
by dividends in the shares of such stock to common stockholders of parent,
and is a suitable means of achieving results which are necessary to comply
with Section 11 (b) (1) and order of Commission thereunder, held, that the
plan is necessary to effectuate the provisions of Section 11 (b) within the mean-
ing of Section 11 (e) and is fair and equitable to the persons affected
thereby . . . Page 481
REDISTRIBUTION OF VOTING POWER NECESSARY TO EFFECTUATE THE

PROVISIONS OF SECTION 11 (b)
Where a plan of a public utility subsidiary of a registered holding company
submitted pursuant to the provisions of Section 11 (e) of the Act provides for
the equitable distribution of voting power and is a means reasonably adapted
to the attainment of the ends required by the provisions of Section 11 (b) held
that the plan is “necessary” to effectuate the provisions of Section 11 (b) within
the meaning of Section 11 (e) Page 46
MOTION TO DISMISS

Where registered holding company, prior to conclusion of consolidated Section
11 (b) proceedings before a trial examiner, moved to dismiss the proceedings
on the ground that a prima facie case had not been made out, held, decision on
the merits of the motion to dismiss reserved until conclusion of the hearings, in
view of the issues involved and the proof already adduced in the consolidated
proceedings ... Page 359

DECLARATION OF STATUS

DECLARED TO HAVE CEASED TO BE A HOLDING COMPANY

A registered holding company, having filed an application pursuant to Section
5 (d) of the Public Utility Holding Company Act of 1935, for an order declaring
that it has ceased to be a holding company, order granted, the Commission finding
that the applicant has ceased to be a holding company . Page 355
PETITION FOR REHEARING AND STAY

Where Commission, in its Findings and Opinion conditionally approving plan
under Section 11 (e) of Public Utility Holding Company Act, considered all
requested findings and set forth complete findings and conclusion, held, full
compliance with Section 8 (b) of Administrative Procedure Act despite failure
to rule specifically on particular requested findings and conclusions; petitions
for rehearing denied, and requested stay on proposed exchange of securities
pursuant to plan not granted in the absence of substantial objections ... Page 572

25 S. E. C.

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