1 Section numbers in italic type, if any, refer to the Trust Indenture Act of 1939, Title III of the Securities Act of 1933. ? Section numbers in italic type, if any, refer to the Investment Advisers Act of 1940. AMERICAN POWER & LIGHT COMPANY File No. 70-1745. Promulgated May 5, 1948. (Public Utility Holding Company Act of 1935--Sections 11 and 12(d) SALE OF PUBLIC UTILITY SECURITIES Where registered holding company had been ordered to dissolve pursuant to the provisions of Section 11 and pending action on a plan for distribution of assets in compliance with such order certain of its subsidiaries required cash equity investments in order to meet construction requirements, declaration by such holding company regarding negotiated sale of 25% of its holdings of all of the common stock of one of its subsidiary public utility companies to provide, in part, cash to make such equity investments, permitted to become effective, subject to conditions that the price and terms and conditions of the sale are found to satisfy the standards of Section 12 (d). COMPETITIVE BIDDING Exemption Application by registered holding company for exemption from competitive bidding requirements of Rule U-50 of proposed sale of 25% of its holdings of all of the common stock subsidiary public utility company, granted, under circumstances of specific case. APPEARANCES: Reid & Priest, by James L. Boone for American Power & Light Company. Joseph Nemerov, by Leo B. Mittleman, for American Power & Light Company Common Stockholders Protective Committee. George L. Rodgers, Jr., for the Division of Public Utilities. FINDINGS AND OPINION OF THE COMMISSION American Power & Light Company ("American"), a registered holding company subsidiary of Electric Bond and Share Company (Bond and Share"), also a 'registered' holding company, has filed an application-declaration, and an amendment thereto, under Sections 11 and 12 of the Public Utility Holding Company Act of 1935 and Rules U-44, U-45 and U-50 thereunder regarding the sale of 150,000 shares of 25% of the 600,000 outstanding shares of the common stock of Kansas Gas and Electric Company ("Kansas''), all of which shares are now owned by American. American has requested that the proposed sale be exempted from the competitive bidding requirements of Rule U-50. It is proposed that, concurrently with or prior to the sale by American of the common stock of Kansas, Kansas release American from certain claims and that Kansas assign to American certain claims against Bond and Share. In connection with such release and assignment of claims American proposes to make a cash capital contribution to Kansas in the amount of $82,378. 28 S. E. C.--35----8181 1 |