Federal Register - August 28, 1948
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Source: Federal Register
5032
in proposed which are summarized as follows:
Public Service proposes to split its common stock without par value on the basis of two shares for each share of such stock presently outstanding. In connection with such stock split, it pro poses to amend its Articles of Consoli dation, as amended, Charter so as, among other things, to increase the num ber of shares of common stock authorized to be outstanding from 2,000,000 shares to 5,000,000 shares. Public Service states that as of June 30,1948, there were 1,118,687 shares of common stock outstanding and 266,035 shares of common stock re served for issue as required in effecting conversions of the companys Fifteen Year 2%% Convertible Debentures, Due May 1, 1962. Public Service proposes, promptly after the proposed Charter amendments become effective and with out receipt by the company of any addi tional consideration, to issue to and in the names of the holders of record of the outstanding common stock at the close of business on the date the proposed Charter amendments become effective additional common stock on the basis of one additional fully paid share for each share held of record by such per sons on said record date, and to reserve an additional 266,035 shares of common stock for issue in effecting conversions of said convertible debentures. No sur render of existing stock certificates will be i-equired.
In connection with the above program, Public Service proposes to solicit proxies to be voted in favor of the adoption of the proposed Charter amendments from the holders of its presently outstanding common stock and ZVz% Cumulative Preferred Stock. The company states that it may employ solicitors to assist the management in the solicitation of proxies.
Middle West is presently the owner of 224,586 shares of common stock without par value of Public Service, and proposes that it be allowed to acquire the addi tional shares if and when such shares are issued pursuant to the proposals of Public Service.
Public Service states that the proposed issuance of the additional common stock is subject to the jurisdiction of the Pub lic Service Commission of the State of Indiana and that appropriate applica tion thereto has been made.
It appearing to the Commission that it is appropriate in the public interest and in the interests of investors and con sumers that a hearing be held with re spect to said applications-déclarations and that said applications-déclarations shall not be granted or permitted to be come effective except pursuant to fur ther order of the Commission; and it ap pearing to the Commission that the ap plications-déclarations involve common questions of law and fact and that evi dence adduced in one of the proceedings may have a bearing upon the issues pre sented in the other proceedings and that a substantial saving of time and expense would result if the proceedings were con solidated :
It is hereby ordered, That the pro ceedings with respect to the applica tions-déclarations filed by Public Serv
NOTICES
ice and the proceedings with respect to the application-declaration filed by Middle West be, and hereby are, con solidated and that a hearing on such consolidated proceedings under the ap plicable provisions of the act and rules and regulations promulgated thereunder be held on September 8, 1948 at 10:00
a. m., e. d. s. t., at the office of this Com mission, 425 Second Street NW., Wash ington 25, D. C., in such room as may be designated on that day by the hearing room clerk in Room 101. Any person who desires to be heard or otherwise wishes to participate in these consolidated pro ceedings shall file with the Secretary of the Commission on or before September 7,1948, a written request relating thereto as provided by Rule XVII of the Commis sions rules of practice.
It is further ordered, That Harold B.
Teegarden, or any other officer or offi cers of this Commission designated by it for that purpose, shall preside at such hearing. The officer so designated to preside ait such hearing is hereby author ized to exercise all powers granted to the Commission under section 18 c of the act and to a hearing officer under the Commissions rules of practice.
The Public Utilities Division of the Commission having advised the Com mission that it has made a preliminary study of said applications-declarations and that, upon the basis thereof, the fol lowing matters and questions are pre sented for consideration, without preju dice, however, to the presentation of additional matters and questions upon further examination:
a Whether the proposed issue of common stock by Public S e r v ic e s ex empt from the provisions of sections 6
a and 7 of the act pursuant to section 6 b thereof and, if not, whether said issue meets the requirements of section 7 of the act.
b Whether, in the event that the exemption provided by section 6 b of the act is granted, it is necessary or appropriate in the public interest or for the protection of investors or consumers to impose terms or conditions in connec tion with the proposed issuance of com mon stock of Public Service, and, if so, what terms and conditions should.be imposed.
c Whether the proposed amend ments to the Charter meet the standards of section 7 e of the act and whether any additional amendments to the Charter, particularly with respect to a provision for cumulative voting for elec tion of directors, are required for the protection of the public interest and in terest of investors or consumers, and should be submitted for approval of the stockholders.
d Whether the proposed acquisition by Middle West of the common stock of Public Service meets the applicable re quirements of section 10 of the act.
e Whether the proposed account ing entries to be recorded in connection with the proposed transactions are proper and conform with sound ac counting principles and meet the stand ards of the act.
f Whether the fees, commission and other remuneration to be paid in con nection with the proposed transactions
are for necessary services and are rea sonable in amount.
g What terms and conditions, if any, with respect to the proposed trans actions should be prescribed in the pub lic interest or for the protection of in vestors and consumers.
It is further ordered, That notice of said hearing be given to Public Service Company of Indiana, Inc., The Middle West Corporation, and the Public Serv ice Commission of Indiana, and to all other interested persons, said notice to be given to Public Service Company of Indiana, Inc., to The Middle West Cor poration and to the Public Service Com mission of Indiana by registered mail, and to all other persons by publication of this notice and order in the F ederal R egister and by general release of this Commission distributed to the press and mailed to the mailing list for releases issued under the Public Utility Holding Company Act of 1935.
By the Commission.
seal
O rval L. D uB ois ,
Secretary.
F. R. Doc. 48-7710; Filed, Aug. 27, 1S48;
8:57 a. m.
File Nos. 812-445, 812-452, 812-454, 812-455
Chicago Corp. et Al.
v
ORDER DENYING APPLICATIONS
At a regular session of the Securities and Exchange Commission, held at its office in the city of Washington, D. C., on the 23d day of August A. D. 1948.
In the matter of The Chicago Corpo ration, The Lindsay Corporation, Amer ican Furniture Mart Building Company, Inc., Loffland Brothers Company, Insur ers Indemnity & Insurance Company.
The Chicago Corporation Chicago having filed four applications pursuant to section 2 a 9 of the Investment Company Act of 1940 the act for an order determining that Chicago does not control The Lindsay CorporationjLLindsay , American Furniture Mart Build ing Company, Inc. Furniture Mart, Loffland Brothers Company Loffland , and Insurors Indemnity & Insurance Company Insurors ;
Proceedings on the four applications having been consolidated and hearings having been held after appropriate no tice upon the applications respecting Lindsay and Furniture Mart, the hear ings with respect to Loffland and lnsurors having been continued;
The Commission having this day issued its Findings and Opinion herein, and for the reasons stated in said Findings and Opinion, the Commission having been unable to find that Chicago is not in control of Lindsay Corporation and Fur niture Mart within the meaning of sec tion 2 a 9 of the act;
It is hereby ordered, That Chicagos applications with respect to Lindsay Cor poration and Furniture Mart be and they hereby are denied.
By the Commission.
seal O rval L. DuBois, Secretary.
F. R. Doc. 48-7708; Filed, Aug. 27, 1948;
8:56 a. m.