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1144

FEDERAL REGISTER, Wednesday, January 30, 1946

added to the treasury funds of the Sur mission on or before January 31, 1946, a written request relative thereto as pro viving Company.
Power & Light proposes, in addition" vided by Rule XVII of the rules of prac tice of the Commission.
to the transactions mentioned above:
It is further ordered, That Allen Mac1. To pledge the 52,083 shares of com mon stock of the Surviving Company, to Culleri or. any other officer or officers of be acquired as above indicated, with The this Commission designated by it for Chase National Bank of the City of New that purpose, shall preside at the hear York, as Custodian, as security for the ing on such matter. The officer so des Bank Loan Notes of Power &Light in acignated to preside at any such hearing is pordance with the terms of the Loan hereby authorized to exercise all powers granted to the Commission under section Agreement dated January 5, 1944..
2. T q raise such funds as may be nec 18 c> of the act and to a trial examiner essary through the medium of a short under the Commissions rules of practice.
It is further ordered, That without lim term or temporary bank loan to consum mate its proposal -to purchase 50,000 iting the scope of the issues otherwise to shares of additional common stock of be considered in-this proceeding, particu the Surviving Company in the event it lar attention will be directed at the will not have available all of the $5,- hearing to the following matters and questions:
000,000 required for such acquisition.
1. Whether the proposed merger will Pending consummation of the transactions above described, Public Service serve the public interest by lending to proposes to provide such funds as may ward the economical and efficient devel be necessary to enable Power Company opment of an integrated public utility to pay expenses and cost coming due and system.
2. Whether the proposed transactions payable for capital expenditures by pur chasing, with treasury funds, shares of constitute a plan of reorganization and, if so, whether they comply with the fair -common stock of Power Company.
The filing has designated sections 6 and equitable standards of section 11 of , 9 a, 10,12 c, 12 d, 12 e, and -the act.
3. Whether the proposed issue and sale 12 f of the act and Rules U-42, -43, U-44, U-50, and U-62 as being applicable of securities by the Surviving Company to the proposed transactions. It is stated is solely for the purpose of financing th<
In the filing th at the issuance and sale business of said company and has been by the Surviving Company of the securi expressly authorized by the. State Com ties mentioned above will be solely for mission of the state in whieh it is or the purpose of financing its business .and ganized and doing business.
4. Whether the terms and conditions will be expressly authorized by the Pub lic Utilities Commission of Ohio. It is of the securities proposed to be issued are further stated that the sale of the com detrimental to the. public interest and mon stock by the Surviving Company and the interest of investors or consumers.
5. Whether the proposed alteration of the exchange by Power & Light of 2,083
shares of preferred stock of Public Serv the priorities, preferences and other ice for an equal number-of shares of rights of the preferred stockholders of common stock of the Surviving Company Public Service and Marion-Reserve com are exempt from Rule U-50 by Clauses plies with the applicable provisions and a 3 and a 4 of said rule, respec requirements of section 7 of the act.
6. Whether it Is appropriate in the tively. An exemption is requested from Rule U-50 if, and to the extent that, such public interest and in the interest of in rule applies in respect of Hie issuance by vestors and consumers to except the isthe Surviving Company of the new pre - suance of preferred,stock by the Surviv ing Company from the competitive bid ferred stock pursuant to Clause a 5
ding requirements of Rule U-50.
of said rule.
7. Whether the proposed solicitation of It appearing to the Commission that it is appropriate in the public interest authorizations by Marion-Reserve in and in the interests of investors and con connection with the proposed merger sumers th at a hearing be held with re program complies with the applicable, spect to said matters and that said ap provisions of section 12 e of the act plications or declarations or both shall and Rules U-62 and U-65 thereunder.
8. Whether the proposed acquisition not be granted or be permitted to be come effective except pursuant to fur by Power & Light of the 52,083 shares of . common stock of the Surviving Com ther order of the Commission.
It is ordered, That a hearing on said pany meets the applicable statutory matters under the applicable provisions standards of sections 9 and 10 of the of the Act and the Rules of the Commis act.
9. Whether the fees, commissions or sion thereunder be held on February 4, other to be paid in con 1946 at 11:09 a. m., e. s. t., at the office nectionremunerations with the. proposed transactions of the Commission, 18th and Locust are reasonable.
Streets, Philadelphia 3, Pennsylvania; in 10. Whether the accounting entries to such room as the hearing room clerk in be made in connection with the proposed Room 318 will at that time advise. Any transactions are proper and in accord person proposing to be heard or other ance with sound accounting principles.
wise to participate in these proceedings 11. Generally, whether the proposed shall file with the Secretary of the Com transactions comply with a llo f the ap
plicable provisions of the act and the rules and regulations promulgated thereunder.
12.
Whether, in the event the applica tions and declarations shall be granted or permitted to" become effective, it is necessary to impose any terms or condi tions to ensure compliance with the standards of the act.
It is further ordered, That notice, of said hearing is hereby given to the applicants-declarants and to all other per sons; said notice to be given to Cities Service Power & Light Company, The Ohio Public Service Company, The Mar ion-Reserve Power Company, Ohio River Power, Inc., Federal Power Commission, and the Public Utilities Commission of the State of Ohiovby registered mail, and to-all other persons by general release of this Commission, distributed to the press and mailed to the mailing list for re leases issued under the act, and by pub lication of this notice and order in the F ederal R egister.