Minnesota Company and the Wisconsin Company, it appears that there has been compliance with all state laws applicable to the acquisition and the sale of the securities. The Commission makes no adverse findings with respect to the matters specified in Sections 10 (b) or 10 (c) and finds that the acquisition will serve the public interest by tending toward the economic and efficient development of an integrated public utility system.

Minneapolis has filed an application pursuant to Rule U-12D-1 for approval of the sale to the Wisconsin Company of securities of the Boom Company and the Navigation Company. The Commission makes no adverse findings under the rule.

APPLICATION OF MINNESOTA COMPANY

With respect to the application filed by the Minnesota Company under Section 10 for approval of the acquisition of securities of the Wisconsin Company from the Wisconsin Company, the Commission makes no adverse findings under Section 10 (b) or under Section 10 (c) (1) and under Section 10 (c) (2) the Commission finds that the acquisitions will serve the public interest by tending toward the economic and efficient development of an integrated public utility system.

The Minnesota Company has also filed applications pursuant to Rule U-12F-1 for approval of the sale of certain utility assets to the Wisconsin Company and approval of the sale of the common capital stock of the Wisconsin Company to Minneapolis. The Commission makes no adverse findings under the rule.

The Minnesota Company also has filed a declaration pursuant to Section 7, regarding the issuance and sale of its common stock to Minneapolis. Since no state commission has jurisdiction over the security transaction proposed in this declaration, the requirements of Section 7 (g) are satisfied. The Commission finds the declaration meets the requirements of Section 7 (c) and makes no adverse findings under Section 7 (d).

APPLICATION OF WISCONSIN COMPANY

With respect to the application filed by the Wisconsin Company under Section 10 for approval of the acquisition of securities of the Boom Company and the Navigation Company from Minneapolis and of utility assets from the Minnesota Company, the Commission makes no adverse findings under Section 10 (b), or under Section 10 (c) (1) and under Section 10 (c) (2) the Commission finds that the acquisition will serve the public interest by tending toward the economic and efficient development of an integrated public utility system.

The Wisconsin Company also has filed an application pursuant to Section 6 (b) or in the alternative a declaration pursuant to Section 7 regarding the issuance of its common stock to Minneapolis and the Minnesota Company. The Public Service Commission of Wisconsin in its certificate of authority No. 2-SB-137 dated September 20, 1939, has expressly authorized the issuance of this common stock. Since the Commission is of the opinion that a declaration under Section 7 may be permitted to become effective, the question as to whether the issuance and sale are exempt under Section 6 (b) need not be answered. The common stock to be issued and sold qualifies under Section 7 (c) (1). The requirements of Section 7 (g) are satisfied and the Commission makes no adverse findings under Section 7 (d).

APPLICATIONS OF THE BOOM COMPANY AND THE NAVIGATION COMPANY

These two companies have filed applications pursuant to Rule U-12F-1 for approval of the sale of utility assets to the Wisconsin Company. The Commission makes no adverse findings under the rule.

ORDER

An appropriate order will issue subject, however, to the following terms and conditions:

(1) The various transactions involved in the applications and declarations shall be carried out within 30 days and effected in accordance with the terms and conditions of and for the purposes represented by the applications and declarations;

(2) Within 10 days after the consummation of all of the transactions involving the issue, sale and disposition of the securities and the transfer of the physical assets the applicants and declarants shall file with this Commission a certificate of notification showing that the issue, sale, and disposition of said securities and the transfer of said physical assets have been effected in accordance with the terms and conditions of and for the purposes represented by the applications and declarations.

By the Commission: Chairman Frank and Commissioner Henderson being absent at the time of the Commission's consideration of this case and not participating therein.

5 S. E. C.

INDEX-DIGEST

The following digest of decisions presents a consolidated summary of
the case headnotes arranged alphabetically according to topic headings.
The digest is divided into three parts: Part I, containing decisions under
the Securities Act of 1933; Part II, the Securities Exchange Act of 1934;
and Part III, the Public Utility Holding Company Act of 1935.

The case headnotes have not been carried over verbatim into this
digest. To facilitate the grouping together of decisions standing for a
similar proposition under a single digest heading, it has been necessary in
some cases to delete from the headnotes matter not pertinent to the general
proposition for which the headnote stood, i. e., the names of companies,
the principal amounts of security issues, etc. To the same end, certain
case headnotes have been entirely redrafted for the digest so as to conform
to a uniform statement of the general proposition. In a few instances,
case headnotes, which were not considered important for the purposes of
this digest, have been omitted from the digest altogether.

5 S. E. C.

1037