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FEDERAL REGISTER, Thursday, November 19, 1942

9502

of Rochester Transit Corporation to file an appropriate application for exemp tion in the future if changed facts war-
rant it.
By the Commission.
SEAL

ORVAL L. DUBOIS,
Secretary.

F. R. Doc. 42-12038; Filed, November 17,1942;
2:42 p. m.

File No. 70-579
T r i -C it y U tilities Co. and A ssociated E lectric Co.
ORDER GRANTING WITHDRAWAL OF PETITIONS

At a regular session of the Securities and Exchange Commission, held at its office in the City of Philadelphia, Pa., on the 16th day of November, 1942.
Declarations having been filed with this Commission, pursuant to section 12
of the Public Utility Holding Company Act of 1935, and Rules U-42 and U-43
of the General Rules and Regulations promulgated thereunder, by Associated Electric Company, a registered holding company, and Tri-City Utilities Com pany, a wholly-owned subsidiary thereof, with respect to the reduction by Tri-City Utilities Company of its capital stock from time to time through the purchase and retirement of its common stock, at its par value, in amounts equal to the cash available for such purposes; and The Tennessee Railroad and Public Utilities Commission having filed a re quest for hearing and for leave to inter vene, and the City of Jellico, Tennessee, and certain residents thereof, having filed a petition requesting that a hear ing be held in_this matter, and said peti tions requesting the Commission to im pound sufficient funds of Tri-City Util ities Company to satisfy certain claims against the assets of Tri-City Utilities Company; and the said petitioners hav ing subsequently requested the Commis sion for permission to withdraw such pé tions; and A public hearing on said declarations having been duly held, and the Commis sion having issued and filed its Mem orandum Opinion herein;
It is ordered, That the petitions of the Tennessee Railroad and Public Utilities Commission, and the City of Jellico, Tennessee, and certain residents thereof, be, and hereby are, permitted to be with drawn.
It is further ordered, That pursuant to the applicable provisions of said Act, the aforesaid declarations be, and hereby are, permitted to become effective forthwith, subject, however, to the terms and con ditions prescribed in Rule -24 and to the following additional conditions;
That Tri-City Utilities Company shall purchase at this time the common stock held by Associated Electric Company only to the extent of the cash Tri-City Utili ties Company now holds as proceeds from sales of its water systems located in Mayfield and Murray, Kentucky, such cash totaling $582,000.
By the Commission.
seal

O rval L. D u B ois ,
Secretary.
F. R. Doc. 42-12039; Filed, November 17,1942;
2:42 p. m.

File No. 70-624
U nited G as C orp.,
et al.

NOTICE OF FILING AND ORDER FOR HEARING

At a regular session of the Securities and Exchange Commission, held at its office in the City of Philadelphia, Penn sylvania, on the 14th day of November, A. D. 1942.
In the matter of United Gas Corpora tion, Houston GasSecurities Company, United Gas Pipe Line Company and Union Producing Company.
Notice is hereby given that a joint declaration or application or both has been filed with this Commission pursu ant to the Public Utility Holding Com pany Act of 1935 by United Gas Corpora tion United , Houston Gas Securities Company Houston Gas, United Gas Pipe Line Company Pipe Line and Union Producing Company Union.
The applicants and declarants have des ignated sections 9 a and 12 c-of the Act and Rule U-42 of the rules and reg ulations promulgated thereunder as ap plicable to the transactions proposed.
All interested persons .are referred to said document, which is on file in the office of this Commission for a statement of such proposed transactions which are summarized as follows:
A. United proposes to redeem-at face amount plus accrued interest $3,800,000
principal amount of Twenty Year 6%
Gold Debentures, due March 1, 1952, issued by United Gas Public Service Company, and later assumed upon the merger of United Gas Public Service Company into United, owned by Hous ton Gas, a wholly owned subsidiary of United. All such debentures acquired will be cancelled. The funds to be ap plied toward said proposed redemption are to be obtained by United:
1 By redemption at face amount plus accrued interest by Pipe Line, a wholly owned subsidiary of United, of $1,000,000
principal amount of 6% Debentures due March 1, 1952 part of a total issue of $23,000,000 all of which are owned by United.
2 By redemption at face amount plus accrued interest by Union, a wholly owned subsidiary of United, of $3,000,000
principal amount of its 6% Debentures due March 1, 1952 part of a total issue, of $40,000,000 all of which are owned by United.
B. Houston Gas proposes to use the funds received by it as a result of4he re-, demption of the debentures above de scribed together with other moneys in its treasury for the purpose of redeeming $3,900,000 principal amount of its 5%
Collateral Trust Gold Bonds due Mach 1, 1952, $440,000 principal amount of which are owned by Electric Bond and Share Company Bond and Share, a regis tered parent holding company of United and its subsidiaries. Houston Gas is then to be merged into United. As a result of such merger United will acquire all of the remaining net assets of Houston Gas, consisting of cash and obligations of United, which obligations will be can celled.
It appearing to the Commission that it is appropriate and in the public interest and the interest of investors and con sumers that a hearing be held with re
spect to said matters, that said declara tion shall not become effective nor said application be granted except pursuant to further order of this Commission;
It is ordered, That a hearing on such matters under the applicable provisions of said Act and rules of the Commission thereunder be held on November 21, 1942 at 10:00 A. M., E. W. T., at the offices of the Securitiesand Exchange Commission, 18th and Locust Streets, Philadelphia, Pennsylvania, in such room as may be designated on such date by the Hearing Room Clerk. At such hear ing, cause shall be shown why such dec laration or application or both shall become effective or shalL be granted.
Notice is hereby given of said hearing to the above-named declarants and appli cants and to all interested persons, said notice to be given to said declarants and applicants by registered mail and to all other persons by publication in the F ed eral
R egister .

It is further ordered, That any person desiring to be heard in connection with the proceeding or proposing to intervene herein shall file with the Secretary of the Commission on or before November 19,1942 his request or application there for as provided by Rule XVII of the Rules of Practice of this Commission.
It is further ordered, That Robert P.
Reeder or any other officer or officers of the Commission designated by it for that purpose shall preside r.t the hear ing above mentioned. The officer so designated to preside at such hearing is hereby authorized to exercise all powers granted to the Commission under section 18 c of the Act and to a trial examiner under the Commissions Rules of Prac tice.
It is further ordered, That without limiting the scope of the issues presented by said declaration or application or both otherwise to be considered in this proceeding, particular attention will be directed at the hearing to the follow ing matters and questions 1 Whether the proposed transac tions will impair the financial integrity or working capital of United or its sub sidiaries or will result in the circumven tion of the provisions of the Act or the rules, regulations or orders thereunder.
2 Whether in particular the pro posed redemption by Houston Gas inso far as it concerns the bonds held by Bond and Share will result in the cir cumvention of any of the provisions of the Act or the rules, regulations or orders thereunder in view of the pend ency of a prior proceeding involving the status and the extent of the claims of Bond and Share against United and its subsidiaries.
3 Whether it is necessary or appro priate in the public interest or the in terest of investors or consumers to im pose terms and conditions to safeguard the financial integrity or working capital of United or any of its subsidiaries or to prevent the circumvention of the pro visions of the Act or the rules, regula tions or orders thereunder.
By the Commission.
seal

O rval L. D u B ois ,
Secretary.
F.R . Doc. 42-12041; Filed, November 17,1942;
2:43 p. m.