under, and permitted to become effective, previous State Commission approval
having been granted ... Page 651
RECLASSIFICATION OF SECURITIES
Declaration by subsidiary of registered holding company to reclassify its out-
standing common stock from $10 par value to $9 par value; permitted to become
effective, the requirements of Sections 7 (e) and 7 (g) having been satisfied . . .
Page 728
PRACTICE AND PROCEDURE
Request for Hearing
Where common stockholder of registered holding company objects to com-
pany's proposed sale of portfolio securities in accordance with Section 11 (e)
plan and requests hearing pursuant to Rule U-23, charging that market price
of security has been artificially depressed, hearing denied, where stockholder
offers no proof in support of his allegation . . . Page 696
VACATING OF ORDER APPROVING SECTION 11 (e) PLAN
Where facts and circumstances have changed since the approval of Section
11 (e) plan, and hearings before District Court for enforcement of such plan
have been postponed pending reconsideration by the Commission, and where it
appears on the basis of the changed circumstances that such plan is no longer
fair and equitable, held, that the order approving the plan will be vacated ...
Page 232
MOTION TO MODIFY OR VACATE ORDER APPROVING SECTION 11 (e) PLAN
Where stockholder and potential bidder for holding company's interests in
industrial subsidiaries, who had not appeared in proceedings for approval and
for enforcement of Section 11 (e) plan providing for sale of subsidiaries to
specified persons, filed motions seeking modification or vacation of Commission's
order approving plan, held motions denied, without prejudice to later renewal of
motion by stockholders... Page 391
MOTION TO DEFER ENTRY OF SECTION 11 (b) ORDER
Where registered holding company does not question the necessity for its dis-
solution under Section 11 (b) (2) and has filed a Section 11 (e) plan providing
for its liquidation, held, entry of a Section 11 (b) order will not be deferred until
completion of hearings on the 11 (e) plan, since an 11 (b) (2) order brings into
play Sections 11 (c) and 11 (d) and must be entered when necessary to ensure
expeditious compliance with the Public Utility Holding Company Act . . . Page
Where respondent's answer in Section 11 (b) proceedings contains what pur-
ports to be a Section 11 (e) plan and respondents move to defer the entry of
Section 11 (b) order until consideration and determination of alleged plan, held,
decision reserved on motion until conclusion of hearings and submission of case
to Commission . . . Page 702
Where answer filed by a registered holding company to notice of hearing and
order instituting consolidated 11 (b) proceedings, purports to include a plan
pursuant to Section 11 (e), held, motion to stay the Section 11 (b) proceedings
pending consideration and disposition such plan denied ... Page 359
MOTION TO DEFER CONSIDERATION OF PLAN
Where representative of common stockholders of registered holding company
moves that Commission defer consideration of voluntary exchange plan involving
retirement of portion of company's preferred stock until after Commission has
passed upon over-all plans for company's recapitalization, held, motion denied...
Page 505
Application by registered holding company for an extension of time to comply
with order of Commission, granted, in light circumstances... Page 481
Application by registered holding company for an extension of time to comply
with order of Commission and agreement and stipulation, granted, subject to
conditions ... Page 155
PROPOSED CHANGE IN ACTIVITIES OF COMPANY—STOCKHOLDER APPROVAL
Where Commission withheld order dissolving registered holding company in
light of company's express desire to become an investment company and the
Commission's findings required, inter alia, that stockholder approval precede
any drastic change in the activities of the company, held, such stockholder ap-
proval should be limited to the class of stockholders which will have an interest
in the company after the proposed change is to take place and where it appears
that provision for the retirement of the preferred stock is to be made before
any substantial change in operations is undertaken, a vote solely to the common
stockholders is not inconsistent with Commission's findings... Page 259
TRIAL EXAMINER'S REPORT
Where question of the necessity or desirability of a trial examiner's report
was discussed at prehearing conference held in consolidated 11 (b) (1) and 11 (b)
(2) proceedings and counsel for respondent stated he was not then prepared to
waive such report but might consider such waiver at a later stage of the hearings,
held, decision reserved on the question whether the trial examiner should be
ordered to render an advisory report at the conclusion of the hearings, the trial
examiner being directed to request instructions at the close of the hearings...
Page 359
REQUEST FOR LEAVE TO BE HEARD-MOTION TO STRIKE OUT APPEAR-
ANCES AND EVIDENCE
Where respondents in Section 11 (b) proceedings move to strike appearances
of and evidence introduced by persons for failure to comply with provisions in
notice of and order instituting proceedings that persons requesting leave to be
heard comply with Rule XVII of the Rules of Practice and state issues proposed
to be controverted and the additional issues to be raised, held, motion granted,
unless such persons shall state issues they propose to controvert and additional
issues they propose to raise or present valid reason for their inability to do so...
Page 702
MOTION FOR HEARING ON PURPORTED SECTION 11 (e) PLAN AND FOR
CONSOLIDATION WITH PENDING SECTION 11 (b) PROCEEDINGS
Where respondent's answer in Section 11 (b) proceedings contains what pur-
ports to be a Section 11 (e) Plan and respondents move for hearing on said plan
and for consolidation with pending proceedings, held, motion granted and any
issues raised by purported plan, including issue whether it can properly be
regarded as a plan under Section 11 (e), will be considered in consolidated
proceedings... Page 702
CERTIFICATES OF CONTINGENT INTEREST
Proposed issue by parent company, to public holders of subsidiary company's
securities, of certificates of contingent interest in connection with recapitalization
of subsidiary company, for purposes of preserving interest of such public holders
in distribution to parent company pending resolution of subordination issues,
held to satisfy the requirements of Section 7 ... Page 160
DONATION BY REGISTERED HOLDING COMPANY TO SUBSIDIARY COMPANY
Declaration with respect to the donation of cash by registered holding com-
pany to its subsidiary, permitted to become effective, the Commission observing
no basis for adverse findings under Section 12 (b) of the Public Utility Holding
Company Act of 1935 and Rule U-45 promulgated thereunder .. Page 76
RETIREMENT BY A REGISTERED HOLDING COMPANY OF A PORTION OF
ITS SECURITIES
In proceedings under Section 12 (c) of the Act and Rule U-42 thereunder a
declaration filed by a registered holding company with respect to the prepay-
ment without premium of a portion of its bank loan notes in accordance with
the terms of such notes exempted from approval under Rule U-42 (b) (2) ...
Page 328
SOLICITATIONS OF CONSENTS
Declaration filed by two subsidiaries of a registered holding company regarding
the employment of a firm of solicitation specialists or an investment banker
or bankers to assist company officers and employees in soliciting the holders of
their preferred stocks who dissent or vote against the actions of their respective
corporations in entering into a merger agreement to withdraw such dissents or
to reconsider such unfavorable votes, permitted to become effective, pursuant to
Rule U-62... Page 619
Declaration by registered holding company pursuant to Section 12 (d) of
the Act with respect to the sale of all or part of its holdings of common stock
of a subsidiary holding company at such time or times as should be determined
by declarant's board of directors and authorized by stockholders, held, not per-
mitted to become effective, declarant having failed to adduce sufficient evidence
to enable the Commission to determine whether declaration may be permitted
to become effective under Section 12 (d) ... Page 312
In absence of persuasive showing that management was not acting with full
information and in best interests of corporation, held, its decision to sell portfolio
securities in accordance with Section 11 (e) plan is entitled to substantial weight
and will not be disturbed because of stockholder's opinion that market conditions
are not favorable to sale ... Page 696
UTILITY ASSETS BY SUBSIDIARIES OF A REGISTERED HOLDING COMPANY
Where a registered holding company, its subsidiary, and an associate electric
utility company filed an application and declaration with respect to the sale
of utility assets by subsidiary and the acquisition thereof by associate electric
utility company, held, application-declaration granted and permitted to become
effective pursuant to Sections 12 (d) and 12 (f) of the Act . . . Page 242
SALE OF INVESTMENT
Sale by Registered Holding Company of Securities of Subsidiary Public
Utility Company
Declaration pursuant to Section 12 (d) and Rule U-44 by a registered holding
company regarding the sale to the public at competitive bidding of its entire
investment of common stock of a subsidiary public utility company, permitted
to become effective, jurisdiction being reserved over the compensation to be re-
ceived, maintenance of competitive conditions; underwriters' spread, its al-
location; and fees and commissions . . . Page 427
Plan filed by registered holding company regarding sale by it at competitive
bidding of common stock of subsidiary company, approved, subject to certain
reservations of jurisdiction, the Commission observing no basis for adverse find-
ings under Section 12 (d) of the Act... Page 481
PUBLIC UTILITY SECURITIES TO ASSOCIATE COMPANY
Declaration pursuant to Sections 12 (d) and 12 (f) of the Act and Rules U-43
and U-44 with respect to transactions whereby two registered holding com-
panies transfer securities of three subsidiary companies, to a common sub-
sidiary for cash and common stock, permitted to become effective, the Commis-
sion finding that the applicable standards of the Act and the Rules are satisfied
... Page 728
BY REGISTERED HOLDING COMPANY
Declaration by registered holding company pursuant to Section 12 (d) of the
Act and Rule U-44 thereunder with respect to sale of part of holdings of com-
mon stock of subsidiary to its stockholders and public, permitted to become
effective, no adverse findings being made ... Page 405
In proceedings under Section 12 (d) of the Act and Rule U-44 thereunder
upon a declaration filed by a registered holding company with respect to the sale
of all the capital stock of a subsidiary to a non-affiliated company for a considera-
tion of $11,250,000, held, that the declaration be permitted to become effective,
no adverse findings being necessary under the facts of the case... Page 328
UTILITY ASSETS
Declaration filed by subsidiary of a registered holding company pursuant to
Section 12 (d) of the Public Utility Holding Company Act of 1935 and Rule
U-44 promulgated thereunder, respecting the sale of its gas properties to a non-
affiliate, permitted to become effective, the Commission observing no basis for
adverse findings. Page 126
SIMPLIFICATION OF HOLDING COMPANY SYSTEM
Where a registered holding company, its subsidiary, and an associate electric
utlity company filed an application and declaration respecting transfer of elec-
tric utility assets owned by subsidiary but integrated with electric system of
associate electric utility company, and respecting use of proceeds for retire-
ment of vendor subsidiary's debt, held, proposed transactions constitute steps
in compliance with order of Commission directing dissolution of registered hold-
ing company
Page 242
Alternate plan filed under Section 11 (e) of the Public Utility Holding Com-
pany Act of 1935 for recapitalization of registered holding company providing
for debt reduction and the issuance of new common and preferred shares with
voting rights and the compromise settlement of claims of affiliates and stock
interest of public security holders, approved, where plan previously approved
providing for a capital structure consisting solely of debt and common shares
was not deemed feasible under existing market conditions, the Commission re-
serving the right to take such step as may be appropriate, after notice and
opportunity for hearing, at any time prior to the entry by the District Court
of an order enforcing the Alternate Plan and to secure consummation of plan
previously approved, should it appear to the Commission that the plan pre-
viously approved has become feasible. .. Page 264
Plan filed by a registered holding company under Section 11 (e) of the Act
providing for the elimination of preferred and preference stocks and arrears
applicable thereto by exchange for new Debentures, and for the reduction in the
amount of outstanding debt by the use of treasury cash, approved, as necessary
to effectuate the provisions of Section 11 (b) of the Act and fair and equitable
to the persons affected thereby ... Page 575
PLAN UNDER SECTION 11 (e)-COMPROMISE OF CLAIMS
Plan filed by registered holding company under Section 11 (e) of the Act pro-
viding for settlement of intrasystem intercompany claims and counterclaims in
so far as they affect one particular company held necessary to effectuate the
provisions of Section 11 (b) and fair and equitable to the persons affected, the
proposed settlement having been negotiated at arm's-length and representing a
fair compromise . . . Page 651
Where a plan filed under Section 11 (e) provides for the recapitalization of a
wholly owned operating company and the liquidation of its parent company; the
payment in full plus accrued interest to the holding companies' bondholders; and
the net remaining assets consisting of cash, after payment of all liabilities, to be
distributed to the common stockholders of the holding company, held, the plan
is fair and equitable to the persons affected thereby ... Page 459
Where a plan filed under Section 11 (e) by an electric utility company which
is also a registered holding company provides, among other things, for a reorgani-
zation of the company to reduce debt, eliminate preferred stock, create a new
common stock with a substantial equity in assets and earnings, raise working
capital and preserve the relative rights of security holders pending the resolution
of issues relating to possible subordination of holdings of the company's parent,
also a registered holding company; for sale of the new first mortgage bonds and
some shares of the new common stock; for cancellation of the outstanding
common stock and payment of the outstanding first mortgage bonds at principal
amount; and for either (1) the payment of other outstanding debt securities at
principal amount and the distribution to preferred stockholders of the shares of
new common stock not sold to realize cash for such payment and for working
capital, together with certificates of contingent interest in distributions to the
parent company, or (2) an escrow (for the benefit of holders of securities junior
to the first mortgage bonds) of the shares of new common stock not sold to
realize cash for the payment of the outstanding first mortgage bonds and for
working capital, the choice of alternatives to depend upon market conditions at
the time of consummation; and where the filing is joined in by the parent com-
pany, held, the plan, if modified in certain respects is fair and equitable to the
persons affected thereby, subject to certain reservations of jurisdiction . . .
Page 160
Plan filed by registered holding company pursuant to Section 11 of the Act
providing for exchange on voluntary basis of common stocks of subsidiary com-
panies for holding company's preferred stock, held, fair and equitable to the
persons affected thereby ... Page 505
Where amended plan under Section 11 (e) for liquidation of holding company
to comply with Section 11 (b) providing for retirement of preferred stock on the
basis of its call price, the amount previously found by the Commission to be fair,
and for a rapid winding up of the affairs of the company at a minimum expense
and distribution to the common stockholders of the assets of the company remain-
ing after payment of liabilities and retirement of preferred stock, held, the
amended plan is necessary to effectuate the purposes of Section 11 (b) and fair
and equitable to all persons affected . . . Page 37
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