Shearman & Sterling & Wright have been designated as counsel for the bidders on the debentures. However, no estimate of their fee has been submitted nor has any estimate as to fees been submitted by counsel for the company. Under the circumstances, we shall reserve jurisdiction over all legal fees and expenses in connection with the proposed transactions. The other fees and expenses do not appear unreasonable. CONCLUSIONS The proposed issue and sale of debentures by Columbia are subject to the provisions of Section 6 (a) of the Act and must, therefore, satisfy the applicable requirements of Section 7. Since the proceeds from the sale of the debentures, together with other funds of the company are to be utilized to retire and redeem bank loan notes, preferred and preference stocks and to finance necessary construction by Columbia's subsidiaries, it appears that the debentures are to be issued solely for the purpose of refunding outstanding securities and for necessary and urgent corporate purposes of the declarant. Accordingly, such issue and sale satisfy the provisions of Section 7 (c). The record indicates that no state commission has jurisdiction over Columbia's issuance and sale of securities. Thus, the requirement of Section 7 (g) are satisfied. Nor do we make any adverse findings under Section 7 (d) of the Act. The redemption of Columbia's outstanding preferred and preference stocks is subject to the provisions of Section 12 (c) of the Act and Rule U-42 thereunder. We observe no reason for any adverse finding under this Section of the Act. On the basis of the foregoing findings, we shall permit the declaration to become effective subject to requirements of Rule U-24. As previously indicated, we shall reserve jurisdiction as to the terms and conditions of securities to be issued insofar as the same are to be determined by competitive bidding, as well as all legal fees and expenses to be incurred in connection with the proposed transactions. Columbia has requested that our order permitting the declarations to become effective contain recitations conforming to the requirements of Section 1808 (f) of the Internal Revenue Code, as amended. Inasmuch as approximately $12,500,000 of the funds to be raised by the issuance and sale of debentures are to be used for the purpose of financing the construction requirements of subsidiary companies, it appears that the sale of the debentures in this amount is not necessary or appropriate to effectuate compliance with the provisions of Section 11 of the Act. However, the issuance and sale of the balance of the debentures is part of Columbia's program to comply with Section 11 of the Act and, accordingly, our order will contain appropriate recitals as to the sale of such $85,000,000 principal amount of debentures. An appropriate order will issue. By the Commission: (Commissioners McConnaughey, McEntire, and Hanrahan) Chairman Caffrey and Commissioner Healy being absent and not participating. APPENDIX A COLUMBIA GAS & ELECTRIC CORPORATION Corporate balance sheet-May 31, 1946, actual and pro forma APPENDIX A-Continued COLUMBIA GAS & ELECTRIC CORPORATION-Continued Corporate balance sheet-May 31, 1946, actual and pro forma-Continued • Reflecting sale of investments in The United Corporation and American Water Works and Electric Company for estimated amount of $514,579. • Represented by excess of net proceeds over net carrying values of: |