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ACQUISITION OF SECURITIES BY REGISTERED HOLDING

COMPANY OR SUBSIDIARY—Continued

Application, having been filed by a registered holding company pursuant to Section 10 of the Act, for approval of the acquisition by it of securities consisting of notes and common stock to be issued and delivered by two of its subsidiaries, approved, subject to certain conditions, the Commission finding that the proposed acquisition will serve the public interest by tending toward the economical and efficient development of an integrated public utility system .. Page 231.

Application, having been filed pursuant to Section 10 of the Act for approval of the acquisition of securities of two subsidiary companies of a registered holding company, the purchaser being a director and president of both of the subsidiary companies but owning no securities of any of the companies, approved, the Commission finding that upon the consummation of the sale, the two subsidiary companies will cease to be subsidiaries of a holding company and that there is little possibility that they will thereafter become involved in any problem under Section 11 of the Act . .. Page 338.

Application, having been filed by a registered holding company, pursuant to Section 10 of the Act for approval of the acquisition of 2,480 shares of $25 par value common stock from its subsidiary company in part payment of an open-account indebtedness, approved, the Commission finding that the acquisition of the common stock represents no change in the existing ownership and is not detrimental to the carrying out of the provisions of Section 11, and since such acquisition tends towards the economic and efficient development of an integrated public utility system, the requirements of Section 10 (c) have been satisfied, the Commission making no adverse findings with respect to Section 10 (b) ... Page 368.

Application, by a subsidiary of a registered holding company, pursuant to Section 10 (a) (1) of the Act, for approval of the acquisition by it of 3,300 shares of common stock of a newly organized company, approved, subject to certain conditions, it appearing that the proposed transaction will tend toward the efficient and economic development of an integrated public utility system ... Page 419.

Application, having been filed by a subsidiary registered holding company, pursuant to Section 10 of the Act, for approval of the acquisition from its parent company of 1,632 shares of common stock of applicant's subsidiary company, the transaction being part of certain transactions undertaken at the direction of a state commission, application approved, subject to certain conditions, the Commission finding that the acquisition will not be detrimental to carrying out the provisions of Section 11 of the Act, and will tend toward developing an efficient and integrated public utility system . . Page 539. ACQUISITION EXEMPT UNDER RULE U-9C-3 (14)

Application, having been filed by a registered holding company pursuant to Section 10 of the Act, for approval of the acquisition by it of 125,000 shares of common stock of its subsidiary company, held, that the acquisition is expressly exempt under Rule U-9C-3 (14), and the application should be dismissed as moot ... Page 444.

68. E. C.

ACQUISITION OF SECURITIES BY REGISTERED HOLDING

COMPANY OR SUBSIDIARY— Continued

APPLICATION DISMISSED

Application, having been filed by a registered holding company for an order under Section 9 (c) of the Act exempting from the provisions of Section 9 (a) thereof the proposed acquisition by it of such of the common stock proposed to be issued and sold by a subsidiary registered holding company, as is not subscribed for by other common stockholders, or former common stockholders of the subsidiary company, dismissed, as such acquisition would be an acquisition for cash of a security issued by a majority owned subsidiary which is organized under the laws of one of the states and substantially all of whose gross revenues (on & consolidated basis) are derived from business done and performed within the United States, and such acquisition is therefore, under Rule U-9C-3 (14), exempt from the requirement of prior authorization thereof by the Commission . Page 718. DEVELOPMENT OF INTEGRATED PUBLIC UTILITY SYSTEM

Application, having been filed by a registered holding company pursuant to Section 10 of the Act, for approval of the acquisition by it of all of the outstanding stock and debt of an operating company from a registered holding company, the business of the acquired company to be changed from the distribution of manufactured gas to the distribution of natural gas, approved, subject to certain conditions, the Commission finding that the acquisition will tend toward the economical and efficient development of an integrated public utility system, no adverse findings being made with respect to Sections 10 (b) or 10 (c) (1) of the Act, the Commission reserving jurisdiction over application pursuant to Section 12 (d) of the Act for approval of the surrender of the debt and preferred stock of the operating company for retirement ... Page 670.

Application, having been filed by a holding company subsidiary of a registered holding company, pursuant to Section 10 (a) (1) of the Act for approval of the acquisition by it of bonds and common stock to be issued by certain of its subsidiary companies, approved, subject to certain conditions, the Commission not making adverse findings under Section 10 (c) (1), and observing no basis for questioning testimony to the effect that the proposed new generating plant, to be constructed by one of the subsidiaries with the proceeds from the sale of the securities, would tend toward the efficient and economic development of an integrated public utility system ... Page 776.

Application, filed by a registered holding company, pursuant to Section 10 (a) (1) of the Act, for approval of the acquisition by it of a 3% $100,000 serial note from an indirect subsidiary company in part payment of bonds assumed by the indirect subsidiary, approved, subject to certain conditions, the Commission finding that the acquisition, viewed in the light of related transactions will tend toward the economical and efficient development of an integrated public utility system ... Page 910.

Application filed by a subsidiary of a registered holding company, pursuant to Section 10 (a) (1) of the Act, for approval of the acquisition by it from its subsidiary of $538,000 principal amount of bonds which its subsidiary proposes to issue, approved, subject to certain conditions, the Commission finding that there is sufficient evidence to conclude that the acquisition will serve the public interest by tending toward the economical and efficient development of an integrated public utility system ... Page 910.

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ACQUISITION OF SECURITIES BY THE ISSUER-RETIREMENTS

AND REDEMPTIONS APPROVAL

Joint application having been filed by the trustee of a debtor corporation, a registered holding company, and its subsidiary, also a registered holding company, pursuant to Rule U-12C-1 for approval of the acquisition by the subsidiary company of not to exceed $2,576,900 principal amount of its outstanding first mortgage and first lien gold bonds 54% series due 1953, such bonds to be acquired by tenders at a fixed price of 72 plus accrued interest, granted approval, subject to certain conditions . . . Page 1.

Application filed by a subsidiary of a registered holding company, pursuant to Rule U-12C-1 promulgated under Section 12 of the Act, for approval of the acquisition by it of 7,400 shares of its $7 cumulative preferred stock from the registered holding company, for the purpose of cancelation and retirement, approved, subject to certain conditions ... Page 11.

Acquisition by subsidiary of a registered holding company of 3,000 shares of its old common stock from the registered holding company in exchange for 12,000 shares of its new common stock, approved, pursuant to Rule U-12C-1 (b) promulgated under Section 12 (c) of the Act ... Page 368.

Application, having been filed by a registered holding company, pursuant to Rule U-12C-1 concerning the acquisition and retirement of as many of its collateral lien bonds, series A, due 1961, as may be acquired by the trustee with the sum of $400,000 on tenders and to the extent necessary to exhaust such sum by purchases in the open market, approved, subject to certain conditions, the Commission not finding that the proposed transaction will be inconsistent with the requirements of Section 12 (c) of the Act or Rule U-12C-1 promulgated thereunder . . . Page 368.

Application, having been filed by a registered holding company, pursuant to Rule U-12C-1 promulgated under Section 12 (c) of the Act, for approval of the acquisition and retirement of shares of its 54% cumulative preferred stock, by tender, the money for such purpose having been received from a subsidiary company in part payment of certain demand notes, approved, the Commission requiring the applicant to insert in the form of letter inviting tenders a statement calling attention to the Commission's comments as to "value” of the preferred stock contained in prior letters sent to stockholders by the applicant inviting tenders .. Page 592.

Subsidiary of a registered holding company, having filed an application pursuant to Rule U-12C-1, promulgated under Section 12 of the Act, for approval of the purchase of $750,000 principal amount of its underlying first mortgage bonds, 44% series due 1948 at 101 percent of the principal amount thereof and accrued interest thereon and $600,000 face amount of its 10-year serial notes at the face amount thereof and accrued interest thereon, approval granted, subject to certain conditions, the Commission finding that the requirements of Rule U-12C-1 and Section 12 (c) are satisfied . . . Page 835.

An application filed by an indirect subsidiary of a registered holding company, pursuant to Rule U-12C-1 for approval of the acquisition of its bonds for cancelation, from its parent company and the registered holding company, approved, subject to certain conditions . . . Page 910.

6 S. E. C.

. . .

ACQUISITION OF SECURITIES BY THE ISSUER RETIREMENTS

AND REDEMPTIONS-Continued

An application filed by a subsidiary of a registered holding company, pursuant to Rule U-12C-1 for approval of the acquisition of its bonds for cancelation, from the registered holding company and for approval of the acquisition from the United States of America of bonds issued by the applicant and held by the United States of America in pledge as security for a note of applicant, approved, subject to certain conditions ... Page 910.

ACQUISITION OF UTILITY ASSETS BY REGISTERED HOLDING

COMPANY OR SUBSIDIARY

Application, having been filed by a subsidiary of a registered holding company, pursuant to Sections 10 (a) (2) and 10 (a) (3) of the Act, for approval of the acquisitions from its parent operating company of real estate, easements and rights-of-way, on which will be constructed generating and transmission facilities, approval granted, subject to certain conditions, the Commission making no adverse findings under Section 10 (b) of the Act, and it appearing that all applicable state laws had been complied with ... Page 38.

Application filed by a subsidiary of a registered holding company, pursuant to Section 10 (a) (3) of the Act, for approval of the acquisition by it of the entire business, property and assets of its wholly owned subsidiary, which will be dissolved following the acquisition, approved, subject to certain conditions, the Commission finding that the proposed acquisition will not tend toward interlocking relations or the concentration of control of public utility companies of a kind or to an extent detrimental to the public interest or the interest of investors or consumers, because neither is a public utility company, nor has securities in the hands of the public, nor will the proposed acquisition complicate the capital structure of the holding company system ... Page 51.

Application, having been filed by a registered holding company, pursuant to Sections 10 (a) (2) and 10 (a) (3) of the Act for approval of the acquisition by it of gas utility assets, including a franchise, for a cash consideration of $65,000, approved, subject to certain conditions, the Commission finding that the requirements of Section 10 (c) have been met and observing no basis for making adverse findings under Section 10 (b), it appearing to the Commission that the acquisition will not be detrimental to the carrying out of the provisions of Section 11 of the Act ... Page 435. DEVELOPMENT OF INTEGRATED PUBLIC UTILITY SYSTEM

Application having been filed by a subsidiary of a registered holding company pursuant to Section 10 of the Act for approval of the acquisition by it of certain utility assets constituting a gas plant and distribution system for a cash consideration of $65,000 and the assumption of a liability for customers' deposits not to exceed $1,000, approval granted, subject to certain conditions, the Commission finding that the proposed acquisition will serve the public interest by tending toward the economical and efficient development of an integrated public utility system, and it appearing that the negotiations were conducted upon an arm's length basis . . . Page 166.

6 8. E. C.

ACQUISITION OF UTILITY ASSETS BY REGISTERED HOLDING

COMPANY OR SUBSIDIARY-Continued Application, having been filed by a subsidiary of a registered holding company, pursuant to Sections 10 (a) (2) and 10 (a) (3) of the Act for approval of the acquisition of electric utility assets for the sum of $125,000, the necessary funds to be borrowed from applicant's parent company on open account, and it appearing that no affiliation of any character existed between the applicant and vendor and that negotiations had been conducted upon an arm's length basis, approved, the Commission making no adverse findings under Section 10 (b) (1), and finding that the acquisition, in compliance with Section 10 (c), will tend toward the economical and efficient development of an integrated public utility system, Sections 10 (b) (2) and 10 (b) (3) of the Act being satisfied . . . Page 561.

Application filed by a subsidiary of a registered holding company, pursuant to Sections 10 (a) (2) and 10 (a) (3) of the Act for approval of the acquisition by it of all the physical assets, with minor exceptions, the contracts, franchise and good will of a gas company approved, subject to certain conditions, the Commission finding that the proposed acquisition will tend toward the economical and efficient development of an integrated public utility system, there appearing no reason to suppose that the acquisition will tend toward interlocking relations or the concentration of control of public utility companies, of a kind or to an extent detrimental to the public interest or the interest of investors or consumers Page 1005.

Application, having been filed by a registered holding company, pursuant to Section 10 (a) (2) of the Act, concerning the acquisition by it of all of the physical assets of a subsidiary company, in consideration of the assumption by the applicant of all of the liabilities of the subsidiary company, the cancelation of an open account running from the subsidiary to the applicant, and the return to the subsidiary company for cancelation of all of its outstanding capital stock, substantially all of the acquired assets to be sold by the applicant to a nonaffiliated company in consideration of cash and shares of preferred stock of the nonaffiliated company, approved, subject to certain conditions, the Commission making the findings required by Sections 10 (b), 10 (c), and 10 (f) of the Act, the findings with respect to Sections 10 (c) (1) and 10 (c) (2) being predicated upon the fact that the acquisitions are but steps in the disposition by the holding company system of an isolated property, which will tend to the economical and efficient development of such remaining portion of the holding company system as may be found to constitute an integrated public utility system ... Page 1104.

ALTERATION OF RIGHTS OF HOLDERS OF OUTSTANDING

SECURITIES

Subsidiary of a registered holding company, having filed a declaration pursuant to Section 7 of the Act regarding the proposed alteration of certain rights of the holders of its outstanding securities by an amendment to its articles of association permitting the issuance of serial preferred stock, declaration permitted to become effective, the Commission not finding that such proposed alteration of rights will result in an unfair or inequitable distribution of voting power among holders of securities of the applicant, nor that such proposed alteration of rights is otherwise detrimental to the public interest or the interest of investors or consumers . . . Page 257.

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