• For identification of initials see list of companies set out in the text of the opinion. Amount of the dividend received by customer on shares just prior to their redemption or following their purchase. A dividend received in the form of stock is indicated by the letter "S" preceding the dollar amount which represents the redemption value of the shares immediately after the dividend date.

[No. 2406]

IN THE MATTER OF

NY PA NJ UTILITIES COMPANY

DENIS J. DRISCOLL AND WILLARD L. THORP, trustees of
ASSOCIATED GAS AND ELECTRIC CORPORATION

File No. 70-1063. Promulgated August 8, 1945.

(Public Utility Holding Company Act of 1935-Sections 6 (a)
(2), 7, 12 (b) and 12 (c))

APPEARANCES:

Solomon Freedman, of the Public Utilities Division of the Commission.

Allen E. Throop, for trustees of Associated Gas and Electric Corporation.

George Rosier, for NY PA NJ Utilities Company.

FINDINGS AND OPINION OF THE COMMISSION

TRANSACTIONS OF REGISTERED HOLDING COMPANY WITH SUB-
SIDIARY HOLDING COMPANY.

Approval of Donation by Registered Holding Company to Subsidiary
Holding Company.

Restatement of Accounts of Registered Holding Company.

Joint declarations filed by registered holding company and its subsidiary, also a registered holding company, with respect to the donation by the parent of debt obligations of the subsidiary and restatement of accounts of subsidiary, permitted to become effective, the Commission observing no basis for adverse findings.

RETIREMENT OF SECURITIES BY REGISTERED HOLDING COM

PANY.

Declaration filed by registered holding company with respect to the retirement of its noncumulative preferred stock, all publicly held, at the redemption price plus an amount equivalent to undeclared dividends thereon, permitted to become effective, the Commission observing no basis for adverse findings.

Joint declarations, as amended, have been filed, pursuant to the provisions of the Public Utility Holding Company Act of 1935 ("Act"), by Denis J. Driscoll and Willard L. Thorp, trustees of

20 S E.C.- -35-5975

Associated Gas and Electric Corporation ("the AGECORP trustees"), a registered holding company, and by NY PA NJ Utilities Company ("NY PA NJ"), a registered holding company and a subsidiary of AGECORP. The transactions therein proposed are designed to simplify the corporate structure of NY PA NJ and the intercorporate relationships between NY PA NJ and AGECORP, and to make feasible the plan of reorganization, under Chapter X of the Bankruptcy Act, of AGECORP and of its parent, Associated Gas and Electric Company ("AGECO").

After appropriate notice, a public hearing was duly held. We have considered the record, and, on the basis thereof, make the following findings.

DESCRIPTION OF DECLARANTS

AGECORP controls four subholding companies, the principal one being NY PA NJ. On January 10, 1940, AGECORP filed a petition for reorganization pursuant to Chapter X of the Bankruptcy Act in the District Court of the United States for the Southern District of New York ("the district court"). Denis J. Driscoll and Willard L. Thorp were appointed trustees of AGECORP and have registered as a holding company. On April 14, 1944, we approved a plan, filed pursuant to Section 11 (f) of the Act, for the reorganization of both AGECORP and AGECO.1 The plan has also been approved by the district court,2 and has been affirmed on appeal by the United States Circuit Court of Appeals for the Second Circuit.3

NY PA NJ was organized in 1935 under the laws of Delaware to effect the consolidation of three holding companies. It owns, directly or indirectly, 17 subsidiaries, 12 of which are public utility companies operating in the States of New York, Pennsylvania and New Jersey.

PROPOSED TRANSACTIONS

The following transactions are proposed by the declarants:

(1) Subject to the AGECORP trustees' obtaining an appropriate order from the district court and subject further to the obtaining by NY PA NJ and Stanley Clarke, as trustee of AGECO, of an acceptable ruling by, or closing agreement with, the Com

1 Stanley Clarke, Trustee of Associated Gas and Electric Company, et al., 15 S.E.C. 743 (1944).

F. Supp.
F. (2d)

(August 25, 1944). (March 27, 1945).

In re Associated Gas and Electric Company, et al. In re Associated Gas and Electric Company, et al. 'These three holding companies were The Metropolitan Edison Corporation, The Mohawk Valley Company, and Rochester Central Power Corporation. At that time, Rochester Central Power Corporation was a subsidiary of The Metropolitan Edison Corporation, and The Mohawk Valley Company was, in turn, a subsidiary of Rochester Central Power Corporation.