ACQUISITION OF SECURITIES BY SUBSIDIARY COMPANY Acquisition by a subsidiary utility company from a registered holding company and certain other subsidiary utility companies thereof of all the outstanding common stock and note indebtedness of an associate non-utility company, as a preliminary step in the acquisition of he assets of such non-utility company, approved, pursuant to Sections 10 and 12 (f) of the ct, the Commission observing no basis for holding that the consideration to be paid for the securities is not reasonable with respect to the acquiring company ... Page 711. Declaration by subsidiary of registered holding company and application by such holding company filed pursuant to Sections 6, 7, 9, 10 and 12 respecting reclassification of common stock of subsidiary and acquisition of reclassified stock by holding company in exchange for presently outstanding common stock of subsidiary, permitted to become effective and granted, the Commission finding that the transactions will not be detrimental to the carrying out of the provisions of Section 11... Page 839.

Application by parent holding company to apply $14,000,000 to be paid to it by subsidiary, as partial consideration for the transfer of gas utility assets, for redemption of certain preferred stock and retirement of certain of its debt, denied, the Commission finding such use inappropriate in the light of outstanding dissolution order under Section 11 (b) and in consideration of fact that proposed use of proceeds would unduly increase funded debt of system on consolidated basis... Page 150.

Series of transactions involving reorganization of gas properties, issuance of securities, and related transactions, approved and permitted to become effective subject to condition, inter alia, that parent holding company apply $14,000,000 of proceeds of public sale of Bonds by subsidiary solely to retirement of parent company debt, jurisdiction being reserved to pass upon such application of proceeds... Page 150.

Application of subsidiary to acquire gas properties of its parent and of an affiliate, granted, the Commission finding that such acquisitions conform to applicable standards of Section 10... Page 150.

An application by a subsidiary of a registered holding company, pursuant to Section 10 of the Act, regarding the acquisition of common stock of an affiliate company in exchange for the issuance to the parent of common stock of said subsidiary and the assumption by that subsidiary of debt obligations of the affiliate company, granted... Page 761.

Application proposing merger of one electric utility subsidiary of registered holding company into another such electric utility subsidiary, dissolution of the former, and exchange of common stock of former company owned by parent for shares of merged company, where transactions have been approved by State commissions of States in which companies are organized and doing business, granted, upon consideration of all of the circumstances of the case, without the imposition of terms and conditions... Page 142.

ALTERATION OF RIGHTS OF SECURITY HOLDERS

Application by subsidiary of registered holding company seeking approval of proposed modification of articles of incorporation authorizing increase in amount of unsecured indebtedness and of proposed solicitation of proxies from security holders for use at special meeting to be called for purpose of voting on such modification granted, subject to condition that increased borrowing capacity be reduced under certain circumstances Declaration by subsidiaries of registered holding company and application by such holdPage 192. ing company filed pursuant to Sections 6, 7, 9, 10 and 12 respecting change in par value of common stocks of subsidiaries, reclassification of such stock, and acquisition of reclassified stock by holding company in exchange for presently outstanding stock, permitted to become effective and granted, the Commission finding that the transactions will not result in an unfair and inequitable distribution of voting power or be otherwise detrimental to the public interest or the interest of investors or consumers and that the transactions will not be detrimental to carrying out the provisions of Section 11... Page 735.

An application-declaration by a subsidiary of a registered holding company, pursuant to Sections 6 and 7 respecting the voting rights and certain other rights of outstanding preferred stockholders of said subsidiary, granted and permitted to become effective... Page 761. Application by subsidiary of registered holding company seeking approval of proposed amendments to its Certificate of Incorporation and by-laws providing, inter alia, for increase in authorized common stock and issue and sale of authorized common stock for such considerations as Board of Directors deem advisable, granted, where the Commission finds

that proposed amendments will not alter rights of security holders in a prejudicial manner and will not result in unfair or inequitable distribution of voting power... Page 520.

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... Page 1. Application of subsidiary of a registered holding company for exemption from the competitive bidding requirements of Rule U-50 of the issue and sale of First Mortgage Bonds, granted the Commission finding that competitive bidding is not required to determine whether the fees, commissions or other remunerations in connection with such issue and sale are reasonable or whether any terms or conditions of the issue and sale are detrimental to the public interest or the interest of investors... Page 719.

Application by registered holding company for exemption from the competitive bidding requirements of Rule U-50 with respect to the sale of its holdings of all of the common stock of subsidiary public utility company, granted, under circumstances of particular case... Page 569.

Application by registered holding company for exemption from the competitive bidding requirements of Rule U-50 of the sale of common stock of a subsidiary granted under circumstances of specific case... Page 847.

Where operation of competitive bidding process in the sale of proposed issue of securities by registered holding company has been prejudiced by action of management and it appears that a favorable result in such sale can only be obtained through negotiation, exemption from competitive bidding requirements of Rule U-50 granted, in the light of the conditions existing in this particular case... Page 478.

Application by subsidiary of registered holding company for exemption from competitive bidding requirements of Rule U-50 in connection with proposed financing through issuance and sale of preferred stock denied, where the issue and sale of preferred stock were not necessary or appropriate to the economical and efficient operation of the subsidiary's business within the meaning of Section 7 (d) (3) in view of the costs involved and available alternate methods of raising the required capital ... Page 307.

DECLARATION AND PAYMENT OF DIVIDENDS

Declaration by registered holding company regarding payment of dividends, permitted to become effective, the Commission finding that it would not be necessary or appropriate to deny effectiveness to the declaration if it should be found that the proposed dividends were to be paid out of capital and further finding that such declaration meets all the applicable standards of the Act... Page 888.

MODIFICATION OF ORDER DECLARING COMPANY TO BE SUBSIDIARY AND AFFILIATE OF REGISTERED HOLDING COMPANY

Application to modify order declaring company to be subsidiary and affiliate of registered holding company granted, the Commission finding pursuant to Section 2 (b) of the Act that the circumstances giving rise to such order no longer exist... Page 304.

Application filed by an investment company pursuant to Section 2 (b) of the Act for an order revoking an order of the Commission entered pursuant to Section 2 (a) (8) (B) of the Act, declaring such company to be a subsidiary company of a registered holding company, granted, the Commission finding that there had been a sufficient change of circumstances to warrant the revocation of its order ... Page 395.

DONATION OF CASH FUNDS

Declaration by registered holding company, pursuant to Section 12 (b) of the Public Utility Holding Company Act of 1935 and Rule U-45 promulgated thereunder, with respect to a cash donation to a subsidiary public-utility company, permitted to become effective, the Commission observing no basis for adverse findings Page 539.

...

EXEMPTIONS

EXEMPTION FROM PROVISIONS OF HOLDING COMPANY ACT Application by public utility holding company for exemption from provisions of Holding Company Act pursuant to Section 3 (a) (1) of the Act granted, where all of company's subsidiaries, except one, are organized in and operate within a single state, the company derives no material part of its income from the one subsidiary not operating wholly intrastate, and the Commission finds that granting the exemption will not be detrimental to the public interest or the interest of investors or consumers... Page 172.

Application pursuant to Section 3 (a) (1) for exemption of holding company and its two public utility company subsidiaries denied, the Commission being unable to find that such holding company and each utility subsidiary are predominantly intrastate in character and carrying on their business substantially in a single State... Page 906.

The holding company, and each utility subsidiary from which it derives a material part of its income, considered separately, must satisfy the tests of "predominantly intrastate in character" and doing "business substantially in a single State," and where one of such subsidiaries is carrying on a substantial part of its business in more than one State an exemption under Section 3 (a) (1) must be denied... Page 906.

Application for exemption pursuant to Section 3(a)(2), denied, the Commission being unable to find the applicant is predominantly a public utility operating company, where the relative size of the public utility subsidiary companies and their business, compared with that of the applicant, shows that the applicant is in a substantial sense a holding company... Page 906. Application for exemption from the provisions of the Public Utility Holding Company Act under Sections 3 (a) (3) and 3 (a) (5) of the Act by an investment banking company purposing to become a holding company, dismissed... Page 401.

Application by Public Utility subsidiary of registered holding company, under Section 6 (b) for an exemption from the provision of Section 6 (a) thereof, with respect to the issue and sale of $1,900,000 principal amount of First Mortgage Bonds and of sufficient shares of new common stock to raise approximately $2,600,000, granted, subject to certain terms and conditions, the Commission finding that the issue and sale of such securities are exempt under the third sentence of Section 6 (b) of the Act as being solely for the purpose of financing the business of the subsidiary and being authorized by the State Commissions of the States in which the subsidiary is organized and doing business... Page 290.

Exemption from requirements of Rule U-42 as to acquisition in any calendar year, pursuant to Purchase Fund Provisions, of such number of shares of ---% Cumulative Preferred Stock as may be necessary to meet the Purchase Fund requirements for such year, granted... Page 105.

FEES, EXPENSES, AND REMUNERATION

STANDARDS OF BANKRUPTCY ACT APPLICABLE

In considering applications for fees for services rendered and expenses incurred in connection with a plan of reorganization consummated pursuant to Section 11 (e) of the Public Utility Holding Company Act of 1935, the principles applied by the Federal courts in cases arising under the Bankruptcy Act as well as special circumstances raised by problems and precedures under Section 11 (e) of the Public Utility Holding Company Act of 1935 should be considered... Pages 270, 916.

ALLOWANCE OF FEES AND EXPENSES TO CLASS REPRESENTATIVE

Applications of preferred stockholders committee and its counsel for fees and expenses granted, the Commission finding that the committee and its counsel were instrumental in effecting a modification in the plan originally proposed and that the amounts requested were reasonable... Page 266.

FACTORS CONSIDERED IN GENERAL

In considering application for compensation for services rendered in reorganization proceedings, although allowances should not be excessive, they should not be so inadequate as to discourage responsible class representation... Page 916.

In considering application for compensation for services rendered in reorganization proceedings, although allowances should not be excessive, they should not be so inadequate as to discourage responsible class participation... Page 270.

In considering individual applications for compensation for services rendered in reorganization proceedings, the primary criterion is the amount of the benefit conferred upon the company and its security holders from the services rendered; subsidiary considerations being the time properly required to be spent on the matter, the necessity of the services rendered, the intricacy and magnitude of the problems involved, and the ability and experience of the applicant... Pages 270, 916.

DISTINCTION BETWEEN CLASS AND INDIVIDUAL REPRESENTATION

Class representation is encouraged where legal rights are challenged by a proposed plan, and faithful and efficient protective committees are entitled to reimbursement out of the estate; whereas representatives of individuals or unorganized group of security holders are volunteers who cannot recover from the estate unless they can show their contribution of substantial benefit to the plan or estate ... Page 916.

INTEGRATION OF HOLDING COMPANY SYSTEM

DETERMINATION OF INTEGRATED SYSTEM

Previous determination by Commission that electric utility system constitutes "integrated public utility system" under Section 2(a) (29) (A) reaffirmed.

Gas utility subsidiaries of registered holding company held to constitute "integrated gas utility system."... Page 35.

MODIFICATION OF COMMISSION'S ORDER

Offer of proof filed by registered holding company and subsidiary intended to show changed circumstances since entry of Commission order directing holding company to "sever its relationship" with coal company, held, insufficient to justify modification of said divestment order, and application-declaration filed by said registered holding company and subsidiary covering the holding company's proposed transfer of its interest in coal company to its utility subsidiary dismissed... Page 742.

PRACTICE AND PROCEDURE

Motion by stockholder of parent registered holding company that Commission restrain such company from acquiring, in the pending liquidation of its subsidiary registered holding company, certain securities owned by the latter as to which parent company had been directed to divest itself, denied, where the said parent company would hold any such assets so acquired subject to Commission's outstanding divestment order... Page 742.

RETAINABILITY OF OTHER BUSINESSES

Street railway business held not retainable as incidental business to integrated electric utility system, the Commission not being able to find such business to be reasonably incidental or economically necessary or appropriate to operations of such utility system or that its retention would be necessary or appropriate in the public interest or for the protection of investors or consumers and not detrimental to the proper functioning of such system... Page 35.

Miscellaneous incidental businesses held retainable with integrated utility systems where such businesses found to be incidental to the operations of such systems... Page 35.

Integrated gas utility system held not retainable as additional system to integrated electric utility system of registered holding company under Section 11 (b)(1), the Commission finding that evidence of increased expenses on segregation was not sufficient to justify finding that "loss of substantial economies" would be incurred if retention of gas system not permitted... Page 35.

Where natural gas utility properties controlled by a registered holding company are shown to meet the definition of an integrated public utility system under the Act, held, that such properties are retainable under the standards of Section 11 (b) (1) ... Page 553.

Where certain oil and gasoline businesses controlled by a registered holding company are shown to be reasonably incidental or economically necessary or appropriate to operations of retainable integrated natural gas utility system, held, that such oil and gasoline businesses are retainable under the standards of Section 11 (b) (1)... Page 553.

NON-RETAINABLE UTILITY PROPERTIES

Where utility properties controlled by a registered holding company have no operational relationship to principal system and it is not shown that severance will result in loss of sub

stantial economies, held, that such registered holding company must divest itself of its interest in such utility properties... Page 553.

ISSUANCE AND SALE OF SECURITIES BY REGISTERED HOLDING COMPANY

An application-declaration by a registered holding company, pursuant to Sections 7 and 10 of the Act with respect to the issue of its common stock in exchange for outstanding common stock of one of its subsidiaries as an optional settlement in connection with a recapitalization and merger of said subsidiary with an affiliate company and the acquisition of the stock of said subsidiary, granted and permitted to become effective... Page 761.

Declarations pursuant to Section 7 of the Public Utility Holding Company Act of 1935 with respect to the issue and sale of $ 25,000,000 promissory notes to commercial and private banks by registered holding company for the purpose of making investments in its subsidiaries to enable them to finance their construction requirements permitted to become effective where the record indicates satisfactory program for the prompt payment of the notes and the standards of Section 7 appear to be satisfied in other respects Page 569.

Declaration by a registered holding company regarding the issue and sale of a promissory note for the purpose of financing, in part, current construction expenditures of two of its public utility subsidiary companies, permitted to become effective pursuant to Section 7 of the Act... Page 312.

Declaration by registered holding company under Section 7 of the Act with respect to the issue and sale of a promissory note to a bank in an amount not in excess of $500,000, permitted to become effective... Page 290.

Declaration pursuant to Section 7 of the Public Utility Holding Company Act of 1935 with respect to the issue and sale of $8,000,000 of unsecured short-term promissory notes to commercial banks by a company, which is both a registered holding company and a publicutility company, for the purposes of refunding existing short-term notes and financing new construction permitted to become effective when the standards of Section 7 appear to be satisfied... Page 257.

Declaration filed pursuant to Sections 6 (a) and 7 of the Act by a registered holding company which is also a natural gas pipe line company respecting the issuance and sale of $28,000,000 principal amount of bonds at competitive bidding pursuant to Rule U-50 and the issuance of $11,550,000 principal amount of 2-1% Serial Notes in exchange for a like principal amount of 2% Serial Notes presently outstanding, permitted to become effective, subject to certain conditions... Page 114.

ISSUANCE AND SALE OF SECURITIES BY SUBSIDIARY

Application and declaration pursuant to Sections 6 and 7 relative to issue and sale of First Mortgage Bonds, pursuant to competitive bidding, and issue and sale of Common Stock to parent by subsidiary of registered holding company, said Common Stock and the proceeds of said Bonds being paid as consideration for gas utility assets being acquired from parent, considered as declaration under Section 7 and permitted to become effective thereunder without decision on applicability of Section 6 (b), subject to reservation of jurisdiction with respect to results of competitive bidding and with respect to fees and expenses... Page 150.

Application-declaration by utility subsidiary of a registered holding company under Sections 6, 7, and 12 of the Public Utility Holding Company Act of 1935 with respect to the issue and sale, at competitive bidding, of First Mortgage Bonds and Cumulative Preferred Stock, granted and permitted to become effective, the Commission reserving jurisdiction with respect to the issues arising under Rule U-50 and with respect to legal fees... Page 105.

Declaration filed by public utility subsidiary of a registered holding company under Section 7 of the Public Utility Holding Company Act of 1935 with respect to the issue and sale at competitive bidding of first mortgage bonds, permitted to become effective, subject to certain conditions... Page 23.

Application by utility subsidiary of a registered holding company under Section 6 (b) for exemption from the requirements of Sections 6(a) and 7 of the Public Utility Holding Company Act of 1935 with respect to the issue and sale of unsecured serial notes, granted, the Commission finding that the issue and sale of such securities are exempt under the third sentence of Section 6 (b) of the Act as being solely for the purpose of financing the business of applicant, and being authorized by the Commission of the State in which applicant is organized and doing business... Page 872.