Federal Register - May 2, 1947
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Fuente: Federal Register
2974
of the act and the rules and regulations thereunder, that the plan and the steps and transactions involved in the con summation thereof are necessary to effectuate the provisions of section 11
b of the act and fair and equitable to the persons affected thereby, and hereby are approved, and the applica tions and declarations comprised therein are hereby granted and permitted to be come effective, subject to reservations of jurisdiction with respect to the reason ableness and appropriate allocation of all fees and expenses and other remunera tions incurred and to be incurred in con nection with the plan and the consum mation thereof, and to entertain such further proceedings, to make such sup plemental findings, and to take such fur ther action as may be necessary in con nection with the plan, the transactions incident thereto, and tire consummation thereof, and subject further, to the terms and conditions prescribed in Rule U-24.
It is further ordered, That this order shall not be operative to authorize the consummation of any of the transactions proposed in the plan until an appropriate United States District Court shall, upon application thereto, enter an order en forcing such plan.
The Commission deeming it appropri ate to grant the request of Cities regard ing the inclusion in this order of appro priate recitals and specifications con forming to the applicable provisions of the Internal Revenue Code, as amended :
It is further ordered and recited, That the steps and transactions itemized be low involved in the consummation of the
NOTICES
plan are necessary or appropriate to ef fectuate the provisions of section 11 b of the Public Utility Holding Company Act of 1935, and are necessary and appro priate to effectuate the integration or simplification of the holding company system, of which Cities Service Company is a member, and hereby authorized and approved!_
1 The issuance by Cities of its 3%
Sinking Fund Debentures due 1977 in an aggregate principal amount not to ex ceed $115,246,950 and its Interim Certifi cates representing interests of less than $100 in such Debentures and the ex change by Cities with the holders of its Preferred Stock, Preference BB Stock, and Preference B Stock, of said Deben tures, Interim Certificates and cash, as hereinafter specified, for the 560,600 out standing shares of its Preferred Stock, the 17,700 outstanding shares of its Pref erence BB Stock and 86,000 outstanding shares of its Preference B Stock, and all rights appertaining thereto including all dividend arrears thereon, on the basis of $196.50 principal amount of Debentures for each share of Preferred Stock, $193.50
principal amount of Debentures for each share of Preference BB Stock, and $19.35
principal amount of Debentures for each share of Preference B Stock; Interim Certificates to be issued in denominations of $10 or multiples thereof for amounts less than $100 and amounts of less than $10 to be paid in cash, and any such holder to receive cash only to the ex tent that the entire amount to which he is entitled cannot be satisfied in Deben tures and Interim Certificates;
2 The exchange by Cities prior to January 1, 1950 with the holders of said Interim Certificates, of 3% Sinking Fund Debentures due 1977 for Interim Certifi cates when combined in amounts aggre gating $100 or multiples thereof;
3 The sale or purchase by Cities prior to January 1,1950 of Interim Cer tificates as provided in the plan;
4 The sale by Cities after January 1, 1950 of the 3% Sinking Fund Debentures due 1977 theretofore issuable to holders of shares of Preferred Stock, Preference BB Stock and Preference B Stock, not theretofore exchanged for such Deben tures and the distribution to such holders of their pro rata share of such proceeds, plus such other cash, if any, as they may be entitled to upon surrender of their certificates prior to January 1,1953, after which date any of such moneys not theretofore collected by such holders will revert to Cities; and 5 The sale by Cities after January 1, 1950 of the 3% Sinking Fund Debentures due 1977 for which Interim Certificates then outstanding are exchangeable and the distribution to the holders thereof of their pro rata share of such proceeds upon the surrender of their Interim Certificates prior to January 1, 1953, after which date any of such moneys not theretofore collected by such holders will revert to Cities., By the Commission.
seal!
O rval L. D u B ois ,
Secretary.
P. R. Doc. 47-4161; Filed, May 1, 1947;
8:46 a, m.