APPENDIX A--Continued

WISCONSIN POWER AND LIGHT COMPANY--Continued

Balance Sheets, as at June 30, 1948, Per Books, and Pro Forma Giving Effect to the Proposed Transactions- Continued

) Denotes red figure.

(A) Pro Forma figures give effect to sale of $5,000,000 principal amount of Series C bonds at par, with an interest rate of 3% and sale of 320,232 shares of $10 par value common stock at $13.50 per share.

APPENDIX B

WISCONSIN POWER AND LIGHT COMPANY

Income Statements, for the Twelve Months Ended June 30, 1948, Per Books, and Pro Forma Giving Effect to the Proposed Transactions

APPENDIX B--Continued

WISCONSIN POWER AND LIGHT COMPANY--Continued

Income Statements, for the Twelve Months Ended June 30, 1948, Per Books, and Pro Forma Giving Effect to the Proposed Transactions--Continued

(A) Pro forma figures give effect to sale of $5,000,000 principal amount of Series C bonds at par, with an interest rate of 3% and sale of 320,232 shares of $10 par value common stock at $13.50 per share.

a Interest requirements on $5,000,000 principal amount of Series C bonds assuming a 3% rate, less interest requirements on $494,000 serial notes prepaid.

b Based on number of shares of preferred stock presently outstanding.

CAmortization of intangibles in the amount of $738,868 for the twelve months ended June 30, 1948 was charged to Earned Surplus.

REPUBLIC SERVICE CORPORATION AND ITS SUBSIDIARIES

File Nos. 54-63, 59-47. Promulgated September 16, 1948. (Public Utility Holding Company Act of 1935)--Section 11 (e))

SIMPLIFICATION OF HOLDING COMPANY SYSTEM

Amendment of Section 11(e) Plan Previously Approved by the Commission and Ordered
Enforced by the Court

Where registered holding company filed plan under Section 11(e) of the Holding Company Act which was approved by the Commission and ordered enforced by the District Court and thereafter company filed an amendment to the plan designed to permit stockholders to retain certain tax benefits without effecting any material changes in the plan previously approved and ordered enforced held, amendment of plan approved, subject to reservation of jurisdiction over certain transactions and matters.

MEMORANDUM OPINION AND ORDER

On April 29, 1948, the Commission issued its Findings, Opinion and Order approving an Amended Joint Plan of Reorganization ("the Plan") filed by Republic Service Corporation ("Republic''), a registered holding company, and by Irving H. Isaac, a preferred stockholder of Republic. On May 28, 1948, upon application filed by the Commission at the request of Republic, the United States District Court for the District of Delaware entered an order enforcing the Plan. On August 20, 1948, the Court, upon petition of Republic, entered an order which, among other things, granted leave to Republic and Isaac to file with the Commission an amendment to the Plan. On August 23, 1948, such amendment was filed.

On August 24, 1948, the Commission issued a Notice of Filing with respect to said amendment stating that any interested person might, not later than September 7, 1948, request the Commission in writing that a hearing be held on the amendment. No requests were received within the period specified. Having considered the amendment the Commission finds and orders as follows:

Under the Plan of Republic previously approved by the Commission and the Court it was proposed, among other things, to organize a new corporation in the State of Pennsylvania with an authorized capital of 100,000 shares of $10 par value common stock. It was further proposed that the new corporation borrow $950,000 and that 70,324 shares of its common stock be distributed to the preferred stockholders of Republic in the ratio of 4 shares for each share of preferred stock held. The Collateral Trust Bonds of Republic were to be retired at their face amount plus accrued interest and Republic was to be dissolved.

28 S. E. C.--35----8520

Under the Amendment to the Plan, Republic proposes temporarily to defer activation of the new corporation in order that the stockholders of Republic may retain the benefit of certain loss carry-overs, under Section 117 (e) of the Internal Revenue Code. Instead of setting up a new corporation now, it is proposed that Republic will amend its Certificate of Incorporation under Section 77-A of the General Corporation Law of Delaware authorizing, among other things, the issuance of 100,000 shares of new common stock (to be known as "New Series Common Stock") par value of $10.00 per share. Republic will borrow $950,000, at an interest rate of not to exceed 3% per annum, and it will distribute 70,324 shares of New Series Common Stock to its preferred stockholders in the ratio of 4 shares for each share of preferred stock held. These transactions proposed to be effected by Republic are the same, in substance, as those previously proposed in the Plan to be undertaken by the new corporation. Republic will have the same corporate structure as heretofore approved for the new corporation, and the new securities will be distributed on the same basis as heretofore approved. In all other respects, including the retirement of the Collateral Trust Bonds of Republic at their face amount plus accrued interest, as heretofore approved by the Commission and the United States District Court for the District of Delaware, the Plan remains unchanged.

The amendment provides that prior to January 1, 1953 or after full use has been made of Republic's capital loss carryover under Section 117 (e) of the Internal Revenue Code Republic will organize the New Corporation as previously proposed and Republic will thereupon either be merged with, or will transfer all its assets to, such New Corporation. It is also contemplated that following the issuance of $950,000 principal amount of promissory notes, certain of Republic's subsidiaries will merge and the merged company will issue and sell first mortgage bonds, the proceeds of which will be used in part to retire Republic's notes. Since these transactions are not proposed to be effected at this time and details with respect thereto have not been submitted to us, jurisdiction as to such transactions will be reserved.

It appears that the proposed amendment will effect no material changes in the Amended Joint Plan which we have previously approved and that the modifications will have no adverse effect on Republic's security holders. We, therefore, find pursuant to Section 11 (e) and subject to the reservations of jurisdiction discussed below, that the Amended Joint Plan, as amended, is necessary to effectuate the provisions of Section 11 (b) and is fair and equitable to the persons affected.

IT IS THEREFORE ORDERED, pursuant to Section 11 (e) and other applicable provisions of the Act, that the Amended Joint Plan, as amended, be, and hereby is, approved and that the applications and declarations filed in connection therewith be, and hereby are, granted and permitted to become effective,

subject to the conditions contained in Rule U-24 and subject further to the reservation of jurisdiction with respect to the following matters: (1) the organization of the New Corporation and its merger with Republic, (2) the merger of Republic's subsidiaries and the issuance and sale of first mortgage bonds by the merged company, (3) the reasonableness of all fees and expenses in connection with the Amended Joint Plan and the fees and expenses in respect of which jurisdiction has previously been reserved, and (4) such further proceedings, supplemental findings and further action as may be necessary in connection with the Amended Joint Plan, as amended, the transactions incident thereto, and the consummation thereof.

IT IS FURTHER ORDERED that this Order shall not be operative to authorize the consummation of any of the transactions proposed in the instant amendment until the United States District Court for the District of Delaware, upon application thereto, enters an order enforcing the Amended Joint Plan, as amended.

IT IS FURTHER ORDERED AND RECITED, in view of the requirements of Sections 371 (f), 1808 (f), and Supplement R of the Internal Revenue Code, as amended, that the following described transactions, proposed in said Amended Joint Plan, are necessary or appropriate to effectuate the provisions of Section 11 (b) of the Public Utility Holding Company Act of 1935 and are necessary or appropriate to effectuate the integration or simplification of the holding company system of which Republic is a member:

(1) Elimination from the authorized capital and cancellation of the outstanding 54,468-13/20 share of common stock of Republic.

(2) Authorization of 100,000 and issuance of 70,324 shares of new stock of $10.00 par value per share, with full cumulative voting rights and preemptive rights to purchase or subscribe for additional stock of any class.

(3) Elimination of the 17,581 share of Preferred Stock.of Republic subject to the right of the holders thereof to exchange each share of Preferred Stock for four shares of new stock. (4) Cancellation by Republic of $291,700 principal amount of First Lien Collateral Trust Twenty-five year 5% Bonds, Series A.

(5) Issuance and sale by Republic of one or more five years notes, not exceeding an aggregate principal amount of $950,000, at an interest rate not to exceed three per centum (3%) per

annum.

(6) Payment and retirement by Republic of $1,763,800 principal amount of its First Lien Collateral Trust Twentyfive year 5% Bonds, Series A, due 1951 at unpaid principal amount, together with accrued unpaid interest to the payment date, and without premium.

(7) Distribution and transfer by Republic of 70,324 shares of new stock to the holders of the 17,581 shares of Preferred Stock f Republic on the basis of four shares of new stock for each are of Preferred Stock.