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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. A statement showing the cost of all additions and betterments, and retirements from the date as of which the original cost is shown should also be furnished.

(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.

8 33.3 Required exhibits. There shall be filed with the application as part thereof one certified copy and five uncertified copies of exhibits A, B, C, and D, and one certified copy and five uncertified copies plus one for each State affected of exhibits E, F, G, H, I, J, K, L, and M, described as follows:

Ethibit A. A copy of the charter or articles of incorporation with amendments to date.

Echibit B. A copy of the by-laws with amendments to date.

Ethibit c. Copies of all resolutions of di. rectors 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 p. 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 oficers 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 1. Comparative income statements In conformity with § 131.42 of this chapter.

Ethibit 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 filed 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 merger. The map should also clearly indicate all interconnections and the principal cities of the area served. Whenever possible, the map should not be over 30 inches in its largest dimension.

NOTE: If exhibits A, B, and D have previously been filed with the Commission, a specific reference thereto will be accepted in lieu of a separate filing in each subsequent proceeding.

$ 33.4 Additional information. The Commission may require additional information when it appears to be pertinent in a particular case.

Sec.
34.22 Form and style.
34.23 Number of copies.
34.24 Verification.

AUTHORITY: $$ 34.1 to 34.24, inclusive, 18sued under secs. 19, 20, 41 Stat. 1072, 1073, secs. 3 (16), 203, 204, 305, 308, 309, 49 Stat. 839, 849, 850, 856, 858; 16 U. S. C. 796 (16). 812, 813, 824b, 8240, 8250, 825g, 825h.

SOURCE: $$ 34.1 to 34.24, inclusive, contained in Order 141, Federal Power Commission, Dec. 11, 1947, effective Jan. 1, 1948, 12 F.R, 8497.

§ 33.5 Form and style. Applications under this part shall conform to the requirements of $ 1.15 of this chapter.

$ 33.6 Number of copies. An original and five copies, plus one copy for each State affected, of applications under this part shall be submitted.

§ 33.7 Verification. The original application shall be signed by a person or persons having authority with respect thereto and having knowledge of the matters therein set forth, and shall be verified under oath.

$ 33.8 Reports. Upon the granting of any application under this part by the Commission, applicants shall report to the Commission under oath within 10 days after any sale, lease, or other disposition of facilities, merger or consolidation of facilities, or purchase or acquisition of securities of a public utility, the fact of such sale, lease, or other disposition of facilities, merger or consolidation of facilities, or purchase or acquisition of securities, and the terms and conditions thereof.

$ 33.9 Public notice. The Commission may require the applicant to give such local notice by publication as the Commission in its discretion may deem proper.

$ 33.10 Commission action. Application under this part will ordinarily require 45 days after the date of filing before final action can be taken thereon by the Commission, to allow for such preliminary study, investigation, public notice, opportunity for hearing, and consideration by the Commission, as may be appropriate in the premises.

CROSS REFERENCES: Rules of practice and procedure: See Part I of this chapter. 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 seeking authority under sections 19 and 20 (41 Stat. 1073; 16 U. S. C. 812, 813) and to public utilities seeking authority under section 204 of the Federal Power Act (49 Stat. 850; 16 U. S. C. 824c).

§ 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) The names, titles, and addresses of the principal officers of the applicant.

(e) A description of the general character of the business done and to be done, together with a designation of the territories served. A map showing the territories served is desirable.

(f) A general statement briefly describing the facilities owned or operated by the applicant 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 held by the applicant from the Federal Power Commission.

PART 34—APPLICATION FOR AU.

THORIZATION OF THE ISSUANCE OF SECURITIES OR THE ASSUMP

TION OF LIABILITIES Sec. 34.1 Applicability. 34.2 Contents of application. 34.3 Required exhibits. 34.4 Additional information. 34.5 Form and style. 34.6 Number of copies. 34.7 Verification. 34.8 Reports. 34.9 Commission action. 34.10 Publicity.

CERTIFICATE OF NOTIFICATION 34.20 Time of filing. 34.21 Additional information.

(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 by applicant.

(6) Amount owned by affiliated corporations.

(7) Amount held in any fund.

(i) 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 by applicant.

(6) Amount owned by affiliated corporations.

(7) Amount in sinking and other funds.

(j) 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. (4) Date of issue and date of maturity. (5) Voting privileges, if any.

(k) Statement as to underwriter's and finder's fees, if any, as follows:

(1) The respective name and address of each underwriter, the respective amount underwritten, and the amount of the underwriter's fee therefor;

(2) The respective name and address of each known person receiving or entitled to a fee (other than an underwriter's fee) paid for services (other than attorneys, accountants and similar technical services) in connection with the negotiation or consummation of an acquisition, issue or sale of securities, or for services in securing underwriters, sellers or purchasers of securi

ties (which fee shall be referred to herein as a finder's fee) and the amount of such finder's fee;

(3) The affiliation, direct or indirect, through directors, officers, or stockholders, or through ownership of securities or otherwise, existing between applicant and any such underwriter or finder;

(4) Facts showing that the applicant has, in an adequate manner, publicly called for and has made appropriate and diligent effort to obtain competitive bids in connection with the underwriting and sale of the securities issued, which is the subject of the application, by publication or otherwise, and that the underwriter's bid accepted was not less favorable than that of any other bidder; or

(5) Facts showing that such effort was without results necessitating other methods of underwriting; and that

(i) The fee to be paid does not exceed the customary fee for similar services where the parties are dealing at arm's length;

(ii) The service rendered is necessary;

(iii) The remuneration is reasonable in view of the cost of rendering the service, the time spent thereon and any other relevant factors;

(6) In case a finder's fee is involved, the facts showing the necessity for the employment of the finder, the services rendered and the reasonableness of the fee.

(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 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. A statement showing the cost of all additions and betterments and retirements, from the date as of which the original cost is shown should also be furnished.

(m) Purposes for which the securities are to be issued. If the purpose is the construction, completion, extension, or improvement of facilities, a description of such facilities and the cost thereof in reasonable detail shall be submitted. If the purpose is the reimbursement of the treasury of the applicant for expenditures against which securities have not been issued, a statement must be submitted giving a general description of such expenditures, the amounts and accounts to which charged, the associated credits, if any, and the periods during which the expenditures were made. If the purpose is the refunding of obligations, a full description of the obligations to be refunded, including the character, principal amounts, discount or premium applicable thereto, date of issue and date of maturity, and all other material facts concerning such obligations must be given.

(n) Name and address of counsel who have passed upon the legality of the proposed issue or assumption of liability, 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, registration statement, etc., 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 the applicant to show that the issue or assumption (1) is for some lawful object within the corporate purposes of the applicant and compatible with the public interest, which is necessary or appropriate for or consistent with the proper performance by the applicant of service as a public utility and which will not impair its ability to perform that service, and (2) is reasonably necessary or appropriate for such purposes.

(q) A brief statement of all rights to be a corporation, franchises, permits, and contracts for consolidation, merger, or lease included as assets of the applicant or any predecessor thereof, the amounts actually paid as consideration therefor, respectively, and the facts relied upon to show that the issuance of the securities for which approval is requested will not result in the capitalization of the right to be a corporation or of any franchise, permit or contract for consolidation,

merger, or lease in excess of the amount (exclusive of any tax or annual charge) actually paid as the consideration for such right, franchise, permit or contract.

§ 34.3 Required exhibits. There shall be filed with the application as part thereof one certified copy and five uncertified copies of exhibits A, B, C, and D, and one certified copy and five uncertified copies plus one for each State affected of exhibits E, F, G, H, I, J, K, and L, described as follows:

Exhibit A. A copy of the applicant's char. ter 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 issue or assumption of liability in respect to which the application is made and, if approval of stockholders has been obtained, copies of the resolution of the stockholders should also be furnished.

Exhibit D. Copies of mortgage, indenture, or other agreement under which it is proposed to issue the securities, also, a copy of any mortgage, indenture, or other agreement securing other funded obligations of the applicant.

Exhibit E. A signed copy of opinion of counsel in respect to legality of the issue or assumption of liability.

Exhibit F. A statement of the measure of control or ownership exercised by or over the applicant 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 applicant. Where there are any intercorporate relationships through holding companies, ownership of securities or otherwise, the nature and extent of such relationship. It 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 the form in $$ 131.40 and 131.41 of this chapter.

Erhibit 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 the form in $ 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. (1) A copy of registration statement proper, if any, and financial exhibits made a part thereof, filed with the Securities and Exchange Commission; (2) a copy of each application and exhibit dled with any State regulatory body in connection with the proposed transaction and if action has been taken thereon a certified copy of each order relating thereto.

NOTE: The information required by exhibit K shall be filled as soon as available.

Ethibit L. A copy of all contracts, underwritings, and other arrangements providing for the sale or marketing of the securities. If such contracts, etc., are not in such final form as to permit illing, an identification of the parties thereto and proposed major terms thereof should be submitted.

NOTE: If exhibits A, B, and D have previously been filed with the Commission, a specific reference thereto will be accepted in lieu of a separate filling in each subsequent proceeding.

$ 34.4 Additional information. The Commission may require additional information when it appears to be pertinent in a particular case.

$ 34.5 Form and style. Applications under $$ 34.1 to 34.10, inclusive, shall conform to the requirements of $ 1.15 of this chapter.

§ 34.6 Number of copies. An original and five copies, plus one copy for each State affected, of applications under $$ 34.1 to 34.10, inclusive, shall be submitted.

§ 34.7 Verification. The original application shall be signed by a person haying authority with respect thereto and having knowledge of the matters therein set forth, and shall be verified under oath.

§ 34.8 Reports. Upon the granting of any application under $$ 34.1 to 34.10, inclusive, by the Commission, the applicant shall report to the Commission under oath, within 10 days after any such issue or assumption of liability, the fact of such issue or assumption of liability, the terms and conditions thereof and any amount realized from such issue. The applicant shall further make reports within 15 days after every June 30 and every December 31 showing for the 6 month period ended on the above dates the proceeds realized from the sale, and the disposition of any money to be realized, until the entire proceeds shall have been accounted for. A report in the form outlined in g 131.43 of this chapter showing the face value, the proceeds and the expenses (itemized) of the issue shall be made at the earliest practicable date.

$ 34.9 Commission action. Application under $$ 34.1 to 34.10, inclusive, will

ordinarily require 30 days after the date of filing before final action can be taken thereon by the Commission, to allow for such preliminary study, investigation, public notice, opportunity for hearing, and consideration by the Commission, as may be appropriate in the premises.

§ 34.10 Publicity. In any document, prospectus, or publicity relating to the offering or sale of securities hereunder, any reference to the authorization by the Commission of the issuance of such securities shall include a qualifying statement to the effect that the Commission's authorization was subject to the provision that such authorization shall not be construed to imply any guarantee or obligation on the part of the United States in respect of such securities.

CERTIFICATE OF NOTIFICATION $ 34.20 Time of filing. The facts relating to any transaction to which section 204 (e) of the act is applicable shall be reported to the Commission within 10 days after the date of such transaction invaccordance with $ 131.50 of this chapter.

$ 34.21 Additional information. The Commission may require additional information when it appears to be pertinent in a particular case.

$ 34.22 Form and style. Certificates under $$ 34.20 to 34.24, inclusive, shall conform to the requirements of $ 1.15 of this chapter.

§ 34.23 Number of copies. An original and five copies, plus one copy for each State affected, of certificates under $$ 34.20 to 34.24, inclusive, shall be submitted.

$ 34.24 Verification. The original certificate shall be signed by a person or persons having authority with respect thereto and having knowledge of the matters therein set forth, and shall be verified under oath.

PART 35-FILING OF RATE

SCHEDULES Sec. 35.1 Definition. 35.2 Effective rates and charges. 35.3 Filing of rate schedules, rates, charges. 35.4 Identification and numbering of rate

schedules. 35.5 Notice of cancellation, 35.6 Notice of succession. 35.7 Rates established by order of the Com

mission.

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