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F E D E R A L R E G IS T E R , June 10, 1936
13 Any such company may acquire any security pur suant to any plan of reorganization including a recapitali zation of another company, whether or not such other com pany is the issuer of such security, if any one of the follow ing conditions is satisfied:
a immediately prior to such reorganization and upon completion thereof, neither the company undergoing re organization nor the issuer of the security acquired is a subsidiary company of the acquiring company: Provided, That for the purposes of jthis paragraph a company shall not be deemed not to be a subsidiary company merely by reason of the filing in good faith of an application pur suant to Section 2 a 8 ; or b such reorganization involves merely the transfer by the company undergoing reorganization of substan tially all of its assets to a new company having substan tially the same capital structure and ownership; or c substantially all of the outstanding securities of the company undergoing reorganization were own,,1 by the ac quiring company immediately before such reo> anization;
and, upon completion thereof, substantially all of the out standing securities of the company undergoing reorganiza tion, its successor or successors, are owned by the acquiring company; or d such reorganization plan has been approved by the Commission under Section 11 f :
Provided, however, That the exemption provided by this Rule shall not be applicable to the acquisition of any securi ties if such securities are carried on the books of the acquir ing company at a higher valuation, in the aggregate, than the one at which securities surrendered or exchanged for such securities were so carried immediately prior to such acquisi tion.
14 Any such company other than one which is in de fault in payment of principal or interest on any of its evi dences of indebtedness may acquire any evidence of indebt edness of which it is the issuer or any evidence of indebt edness or other security, of which the issuer is a majorityowned subsidiary thereof, or is a company substantially all of whose properties are leased to such company or to a ma jority-owned subsidiary thereof: Provided, That upon com pletion of any such acquisition the total cost of all such ac quisitions during the calendar year by the acquiring com pany, by all its majority-owned subsidiary companies, and by all companies of which it is a majority-owned subsidiary, which are authorized only by virtue of this paragraph, will not exceed, in the aggregate, 1 per cent of their total assets, on a consolidated basis. The assets of a subsidiary company which is not a majority-owned subsidiary shall not be in cluded in determining consolidated assets for purposes of this paragraph. For the year 1936 the above specified per centage shall be calculated on the same basis as if the pro visions of this Rule, as effective June 8, 1936, had been effec tive throughout the year 1936; but nothing herein shall be deemed to affect the legality of any transaction lawfully effected before June 8, 1936. The exemption provided by this paragraph shall not be applicable to any acquisition effected in the course of a series of transactions made for the purpose of pegging, fixing, stabilizing, or raising or de pressing the price of a security; or to any acquisition of a security if within three months prior to the acquisition the acquiring company sold other securities of the same class, except a sale to an associate company without profit.
15 Any such company may acquire any security of any company which is principally engaged in the business of per forming services or construction for, or selling goods to, the acquiring company or associate companies thereof: P ro vided, That such acquisition is not in contravention of any rule, regulation, or order of the Commission under Section 13. Nothing herein shall be deemed to restrict the Commis sions power to require any change in the capital structure or ownership of the issuer of any such security.
Acting pursuant to the authority granted by the Public Utility Holding Company Act of 1935, particularly Section 12 c thereof, and finding that such action is necessary
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and appropriate to protect the financial integrity of com panies in holding company systems and to safeguard the working capital of public-utility companies, the Securities and Exchange Commission hereby adopts the following rule, effective June 8, 1936:
R u l e 12C-1. Acquisitions of Securities "by the Issuer, Re tirements and Redemptions. a No registered holding company or subsidiary company thereof shall acquire, re tire, or redeem any security of which it is the issuer as that term is defined in Rule 9C-2 unless an application has been made and an order entered pursuant to para graph b of this Rule, except that:
1 any such company may redeem any security of which it is the issuer, if such redemption is effected in the manner prescribed by, and at a price specifically des ignated in, such security, the indenture under which the same was issued, the articles of incorporation, or similar fundamental document authorizing or establishing the rights of the holder thereof: Provided, That this subparagraph shall not be applicable to a redemption or re tirement of securities pursuant to a request to security holders for tenders at a price not so fixed;
2 any such company may acquire any security of which it is the issuer, if such acquisition is authorized by Rule 9C-3 or by any other rule that may be adopted under Section 9 c ;
3 any such company may pay, at maturity thereof, any bond or other evidence of indebtedness of which it is the issuer ;
4 any such company may retire any security of which it is the issuer, provided that it shall not have acquired such security in contravention of any provision of this Rule or Rule 9C-1 or any other rule that may be adopted under Section 9 c ;
5 any such company which is a public-utility com pany, may acquire without limitation as to amount, any preferred or preference stock of which it is the issuer, if the acquisition is made by direct purchase from a person who holds such security pursuant to a customer-owner ship plan;
6 any such company may acquire any other shares of its own capital stock, provided that, upon completion of such acquisition, the total cost of all such securities ac quired by it other than acquisitions pursuant to subparagraph 4 above during any calendar year, will not exceed an amount equal to one-tenth of 1 per cent of the total assets of such company.
b Any registered holding company or subsidiary com pany thereof desiring to acquire, retire, or redeem any se curity of which it is the issuer, otherwise than as expressly authorized by this Rule, shall file with the Commission an application for an order approving such acquisition, retire ment, or redemption. No form is prescribed therefor, but every such application shall be filed in triplicate and shall comply with the provisions of Rule 2. It shall describe the securities the applicant desires to acquire, retire, or redeem, and other details of the proposed transaction, including the amount of securities involved, the person from whom they are to be acquired, the price to be paid, and such further facts as the Commission may require to enable it to determine the effect of the proposed transaction on the financial integrity and on the working capital of the applicant.
Acting pursuant to the authority granted by the Public Utility Holding Company Act of 1935, particularly Section 14
thereof, and finding such action necessary and appropriate in the public interest and for the protection of investors and consumers, the Securities and Exchange Commission hereby adopts the following rule, effective June 8, 1936:
R u l e 14-1. Reports of Acquisitions, Redemptions, and Re tirements of Securities. a Within 30 days after the close of each calendar quarter year, each registered holding com pany shall file or cause to be filed with the Commission a report containing the information specified in paragraph b below with respect to all acquisitions of securities made dur ing such quarter by such holding company and all of its