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652

FEDERAL REGISTER, Saturday, February 10, 1940

having been duly filed with this Commis sion by the above-named parties;
It is ordered, That a hearing on such m atter under the applicable provisions of said Act and the rules of the Commis sion thereunder be held on February 28, 1940, at 10:00 oclock in the forenoon of th at day, at the Securities and Ex change Building, 1778 Pennsylvania Ave nue, NW., Washington, D. C. On such day the hearing-room clerk in room 1102
will advise as to the room where such hearing will be held. At such hearing, if in respect of any declaration, cause shall be shown why such declaration shall become effective.
It is further ordered, That Edward C.
Johnson or any other officer or officers of the Commission designated by it for th at purpose shall preside at the hear ings in such matter. The officer so designated to preside at any such hear ing is hereby authorized to exercise all powers granted to the Commission under section 18 c of said Act and to a trial examiner under the Commissions Rules of Practice.
Notice of such hearing is hereby given to such declarant or applicant and to any other person whose participation in such proceeding may be in the public interest or for the protection of investors or con sumers. It is requested th at any person desiring to be heard or to be admitted as a party to such, proceeding shall file a notice to th at effect with the Commission on or before February 23, 1940.
The m atter concerned herewith is in regard to a proposed plan for the liqui dation of Derby Gas & Electric Corpora tion and the merger of its two wholly owned subsidiaries, The Derby Gas and Electric Company and The Wallingford Gas Light Company, into The Derby Gas and Electric Corporation of Connecticut.
Derby Gas & Electric Corporation is an intermediate holding company of Utili ties Power & Light Corporation. The Trustee of the Estate of Utilities Power & Light Corporation holds all of the 50,000 outstanding shares of common stock, and, through a wholly owned sub sidiary, controls 3,064 shares of the $7
preferred and 93 shares of the $6.50 pre ferred of Derby Gas & Electric Corpora tion. In addition, the Trustee of the Estate of Utilities Power & Light Corpo ration holds an open account indebted ness of Derby Gas & Electric Corporation in the amount of $5,000,000 bearing in terest at 5 % per annum. It is stated that 16,936 shares of such $7 preferred and 1,407 shares of such $6.50 preferred stock of Derby Gas & Electric Corporation are outstanding with the public.
Upon consummation of the plan, the new company, The Derby Gas and Elec tric Corporation of Connecticut, is to own the present assets of The Derby Gas and Electric Company and The Wallingford Gas Light Company, plus a certain amount of additional cash and will have
issued $3,250,000 principal amount of its 3%% First Mortgage Sinking Fund Thirty-Year Bonds and an amount of no par common stock which has not yet been determined. It is proposed to pay the $5,000,000 open account indebtedness to the Trustee of Utilities Power & Light Corporation and the other obligations of the Derby Gas & Electric Corporation, in part from proceeds realized from the sale of such bonds and in part out of the pro ceeds of the sale of common stock of the new company. The balance of such com mon stock is to be distributed under the plan to the holders of the preferred stocks of Derby Gas & Electric Corporation.
Nothing is to be distributed in respect to the common stock of Derby Gas & Elec tric Corporation.
In carrying out the plan, Derby Gas &
Electric Corporation will transfer to The Derby Gas and Electric Corporation of Connecticut the following: all the capital stock of The Derby Gas and Electric Com pany and of The Wallingford Gas Light Company; loans receivable from such companies in the aggregate amount of $113,280; and $200,000 in cash payable out of the proceeds of the sale of bonds to be issued by The Derby Gas and Elec tric Corporation of Connecticut.
The Derby Gas and Electric Corpora tion of Connecticut, in consideration of the foregoing transactions, will issue to Derby Gas & Electric Corporation $3,250,000 principal amount of its 3 %
First Mortgage Sinking Fund ThirtyYear Bonds or pay the proceeds of sale of such bonds to Derby Gas & Electric Corporation and not more than 200,000
shares of its common stock. In addi tion, all expenses incurred by reason of the plan are to be borne by the new company.
The applicants have specified the fol lowing sections of the Act and rules pro mulgated under said Act as applicable to the above transactions and request that the Securities and Exchange Commis sion issue its order or orders:
A. A p p r o v i n g , pursuant to Rule U-12F-1, the sale of the capital stocks of The Derby Gas and Electric Company and The Wallingford Gas Light Com pany by Derby Gas & Electric Corpora tion to The Derby Gas and Electric Cor poration of Connecticut.
B. A p p r o v i n g , pursuant to Rule U-10A-1, the acquisition of the capital stocks of The Derby Gas and Electric Company and The Wallingford Gas Light Company by The Derby Gas and Electric Corporation of Connecticut.
C. A p p r o v i n g , pursuant to Rule U-12F-1, the sale of utility assets by The Derby Gas and Electric Company and The Wallingford Gas Light Company to The Derby Gas and Electric Corporation of Connecticut.
D. Approving, pursuant to Section 10 a, or exempting, pursuant to Sec tion 9 b 1, the acquisition of utility
assets of The Derby Gas and Electric Company and The Wallingford Gas Light Company by The Derby Gas and Electric Corporation of Connecticut.
E. Finding, pursuant to Section 6
a of the Act, that an application, pur suant to the third sentence in 6 b of the Act, or a declaration, pursuant to the provisions of Section 7 of the Act, is effective with respect to the issuance of bonds and common stock by The Derby Gas and Electric Corporation of Connecticut name to be changed effec tive upon merger to Derby Gas & Elec tric Company .
F. Approving, pursuant to Section 9
a, the acquisition of bonds and com mon stock of Derby Gas & Electric Company by Derby Gas & Electric Corporation, or finding such acquisition to be exempt by reason of Rule U-9C3 9 B.
G. Approving, pursuant to Rule U12D-1, the sale of bonds and stock of Derby Gas & Electric Company by Derby Gas & Electric Corporation.
H. Approving, pursuant to Section 9
a, the acquisition by Charles True Adams, as Trustee of the Estate of Util ities Power & Light Corporation, Debtor, directly, or through his wholly owned subsidiary, Utilities Power & Light Cor poration, Limited or by Ogden Corpo ration as his successor in interest, of common stock of Derby Gas & Electric Company, to be distributed in liquida tion on account of the preferred stocks of Derby Gas & Electric Corporation, or finding such acquisition to be exempt, pursuant to Rule U-9C-3 5.
T. Approving, pursuant to Rule U-12C-2, the declaration of a final liqui dating dividend by Derby Gas & Electric Corporation to the holders of its pre ferred stocks, payable in shares of com mon stock of Derby Gas & Electric Com pany.
J. Approving, pursuant to Sections 12
d, the cancellation of the common stock of Derby Gas & Electric Corpora tion held by Charles True Adams as Trustee, or by Ogden Corporation as his successor in interest, or finding that such cancellation is not a sale within the definition of said term as contained in Section 2 a 23.
K. Granting such other and further relief, whether by order, authorization, approval, issuance of report or reports, or exemption, as may be appropriate or necessary in connection with the con summation of said Plan or any matters incident thereto under and pursuant to the Public Utility Holding Company Act of 1935, the rules and regulations pro mulgated thereunder, and the orders of this Commission in the premises.
By the Commission.
sea l
F rancis P. B rassor, Secretary.

F R Doc. 40-610; Filed, February 9, 1940;

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