Hearings

(Secs. 12, 17, 24 Stat. 383, as amended, 385, as amended; secs. 204, 205, 49 Stat. 546, as amended, 548, as amended; secs. 304, 316, 54 Stat. 933, 946; secs. 403, 417, 56 Stat. 285, 297, as amended; 49 U.S.C. 12, 17, 304, 305, 904, 916, 1003, 1017.)

APPLICATION

INTERSTATE COMMERCE COMMISSION

Washington, D.C.

UNDER SECTIONS 20A OR 214, INTERSTATE COMMERCE ACT, FOR

AUTHORITY TO ISSUE SECURITIES, OR TO ASSUME OBLIGATION OR LIABILITY IN
RESPECT OF SECURITIES OF ANOTHER PERSON

(Read General Instructions on page 8)

FINANCE DOCKET

No.

In the matter of application of:

CAPTION

A. State full and correct name and business address of applicant.

B. State whether applicant is a carrier by railroad, a common or contract carrier by motor vehicle, a corporation organized for the purpose of engaging in transportation as any such carrier, a sleeping-car company, or a holding company, as defined in the General Instructions, subject to the securities provisions, as provided in section 5(3) of the Act. Motor Carriers: State leading docket number.

C. Describe briefly the securities proposed to be issued or obligation or liability proposed to be assumed.

D. List the states in which the applicant carrier operates or is authorized to do business, or the applicant holding company is incorporated or authorized to do business.

E. Refer to related Finance proceedings, if any, pending (by Docket Number) or to be filed.

F. Furnish name, title and business address of the person to whom correspondence with respect to the application should be addressed.

To the Interstate Commerce Commission, Washington, D.C.

The following statements and information, identified by numbers and letters corresponding to those used herein, are submitted by applicant in support of the authority sought:

Item 1. General information respecting applicant.

(a) Date and State of incorporation, or other organization.

(1) If applicant is incorporated or organized under the laws of, or authorized to operate in, more than one State, give all pertinent facts as to such incorporation or organization.

(2) If authorization to a new, reorganized, or consolidated corporation which is not in existence is sought, name the jurisdiction under the laws of which the corporation would be organized, reorganized, or consolidated.

(3) If applicant is a trustee, receiver, assignee, or other fiduciary, name the court, if any, under the direction of which applicant is acting, and state the nature of the proceeding, if any, in which the applicant was appointed. (b) Subject to the rule regarding incorporation by reference, file with the

50-934-71-pt. 1-15

8 51.7 Filing; number of copies; service.

(a) The original and six copies of each application shall be filed with the Secretary, Interstate Commerce Commission, Washington, D.C. 20423.

(b) Copies of each application shall be served in the manner and upon the persons specified in the prescribed form or instructions. Proof of service of copies of the application shall be made in connection with and as part of the original application filed with the Commission.

(d) Each copy shall conform in all respects to the original and, except as otherwise specifically provided, shall be complete in itself, but the signature in the copies may be stamped or typed.

$51.8 Notice to interested persons.

The Commission will give notice of the filing of applications under sections 5(2), 20a except (12), 20b, and 214 by publication of a summary of the authority sought in the FEDERAL REGISTER. The summary will be prepared principally from the caption, and it shall be the responsibility of applicant promptly to advise the Commission if the summary does not properly describe the authority sought. Such notice will specify the time, not less than 15 days, within which protests may be filed as provided in § 1.40 of this chapter. § 51.9 Additional information.

The applicant or respondent shall submit such additional information to support its application or report as the Commission may require.

§ 51.10 Incorporation by reference.

(a) If any required document shall have been previously filed in connection with another proceeding, it will be sufficient to refer to the docket number under which previously filed, provided that any change or changes which have occurred in any such document subsequent to the previous filing thereof shall be shown in an exhibit identified to correspond with the specific required exhibit.

(b) Except as in any form of application or report otherwise specifically provided, income statements, balance sheets or supporting detail for items therein may not be incorporated by referenec to annual or quarterly reports filed with the Commission or to other proceedings.

§ 51.11 Waiver of rules.

If unusual difficulties arise in, or undue burden would result from, the furnishing of the information required in or in connection with any application or report, the Commission may, upon appropriate showing, modify such requirement.

§ 51.20 List of forms.

(a) Application forms:

BF-6, Application under section 20a or 214, Interstate Commerce Act, for authority to issue securities, or to assume obligation or liability in respect of securities of another.

BF-7, Special application for authority to sell securities without competitive bidding.

(b) Report forms:

BF-21, Certificate of notification under section 20a (5), Interstate Commerce Act: Disposal of pledged or treasury securities.

BF-22, Certificate of notification under section 20a (9), Interstate Commerce Act: Issuance of short-term notes.

BF-23, Special report under section 20a (10), Interstate Commerce Act: Issuance of securities or assumption of obligations.

It is further ordered, That this order shall become effective with respect to applications and reports filed under Part 56, Issuance of Securities, Assumption of Obligations, and Filing of Certificates and Reports, on and after October 1, 1964; and

It is further ordered, That notice of this order shall be given to the general public by depositing a copy in the Office of the Secretary of the Commission and by filing a copy with the Director, Office of the Federal Register.

APPLICATION

INTERSTATE COMMERCE COMMISSION

Washington, D.C.

UNDER SECTIONS 20A OR 214, INTERSTATE COMMERCE ACT, FOR AUTHORITY TO ISSUE SECURITIES, OR TO ASSUME OBLIGATION OR LIABILITY IN RESPECT OF SECURITIES OF ANOTHER PERSON

(Read General Instructions on page 8)

FINANCE DOCKET

No.

In the matter of application of:

CAPTION

A. State full and correct name and business address of applicant.

C. Describe briefly the securities proposed to be issued or obligation or liability proposed to be assumed.

D. List the states in which the applicant carrier operates or is authorized to do business, or the applicant holding company is incorporated or authorized to do business.

E. Refer to related Finance proceedings, if any, pending (by Docket Number) or to be filed.

F. Furnish name, title and business address of the person to whom correspondence with respect to the application should be addressed.

To the Interstate Commerce Commission, Washington, D.C.

The following statements and information, identified by numbers and letters corresponding to those used herein, are submitted by applicant in support of the authority sought:

Item 1. General information respecting applicant.

(a) Date and State of incorporation, or other organization.

(1) If applicant is incorporated or organized under the laws of, or authorized to operate in, more than one State, give all pertinent facts as to such incorporation or organization.

50-934-71-pt. 1- -15

original application, but not with the copies, one or more of the following documents as may be appropriate :

(1) Copy of charter or articles of incorporation, with amendments to date, duly certified by the appropriate public officer; and copy of bylaws, with amendments to date.

(2) If applicant is not a corporation, copy of articles of agreement, or association, or trust agreement, evidencing organization.

(3) If applicant is a trustee, receiver, assignee, or other fiduciary, copy of duly certified order of the court, or instrument of appointment.

Item 2. Financial statements.

(a) Applicant's general balance sheet as of the latest practicable date. (b) If applicant is a carrier by motor vehicle, a corporation organized for the purpose of engaging in transportation as such carrier, or a motor-carrier holding company, and the value (fair market value as of date of issue, or par value, whichever is greater) of its capital stock outstanding as of the date of said balance sheet alone does not exceed $1,000,000, furnish a statement showing as of said date the extent to which its liabilities other than capital stock are or are not represented by notes or other securities, and description thereof.

(c) Applicant's income and profit and loss statement for the last calendar year, unless such copy is on file with the Commission in its annual report or another proceeding to which reference is made, and a copy of such statement for the current calendar year to the latest available date.

Item 3. General description of the securities with respect to which the application is made.

(a) If the application covers the include:

issue of stock, the description should

(1) The kind and class of stock, (2) the number of shares authorized, outstanding and to be issued, (3) par value of each share and/or stated value, if having no par value, (4) amount, (5) voting rights, (6) preferences, (7) conversion privileges, (8) call provisions, (9) liquidation rights, and (10) whether it is assessable.

(b) If the application covers the issue of securities other than stock, the description should include:

(1) Full title of the securities, (2) title and date of the indenture, if any, under which the securities are to be issued and the name of the trustee or trustees under the indenture, (3) principal amount authorized, previously issued, and proposed to be issued under the indenture, (4) denominations of the securities to be issued, (5) date of the securities, (6) interest rate or rates, (7) interest payment dates, (8) date or dates of maturities, with amounts maturing on each date, if maturing serially, and (9) reference to provisions of the indenture, if any, under which the securities will be issued, permitting the proposed issue of securities thereunder, and relating to sinking funds, redemption features, and conversion rights.

(c) Specimens, or forms where specimens are not available, of all securities with respect to which the application is made.

(d) In case of the issue or assumption of bonds or evidences of indebtedness, a copy of the mortgage or indenture by which secured or proposed to be secured. Item 4. Purposes of the proposed issue or assumption, and uses of the proceeds. Statement showing with respect to one or more of the purposes specified below, the amount of the net proceeds intended to be used for such purpose, also: (a) The acquisition of property other than equipment: A statement containing

(1) A general description of the character, size, and location of the property, and the name and address of the person from whom it is to be acquired; and

(2) The actual or estimated costs to applicant of acquisition of the property, classified by Interstate Commerce Commission primary accounts; full terms of the contract, if any has been made, for such acquisition; and data necessary for a determination of the reasonableness of such costs. (b) The acquisition of equipment: A statement containing—

(1) A full description of the equipment by type or design of unit, size, capacity, builder, year built, and name and address of the person from whom it is to be acquired.

(2) The unit prices paid or to be paid free on board builder's plant; whether the equipment was purchased through competitive bidding; and, if the unit prices shown are not the lowest bids received, the reason for accepting a higher bid.

(c) The construction, completion, extension, or improvement of facilities, or additions and betterments thereto by a common carrier by railroad (accomplished expenditures or expenditures not yet made): A statement showing(1) The period covered by the expenditures.

(2) The purposes of the expenditures.

(3) The amount of proposed expenditures or expenditures made but not yet capitalized and credits by reason of retirements within the period. (4) The distribution of the total cost by the primary accounts of the Commission's classification of investment in road and equipment. (d) The discharge or refunding of existing obligations (including notes maturing not more than two years after the date thereof, issued under paragraph (9) of section 20a or the $200,000 exemption applicable to such notes under section 214): A statement containing a full description, together with terms and conditions (including discounts and commissions, counsel fees, and all other expenses) of sale or other disposition of such existing obligations. (e) The reimbursement of money expended from income or from other monies in the treasury of the applicant (including proceeds of notes maturing and issued as described in the preceding paragraph), not yet capitalized: A statement showing

(1) The period covered by the total disbursement.

(2) The purposes of the disbursements.

(3) The amount of disbursements (gross capital charge) and all credits to capital account within the period.

(4) The primary accounts of the Commission's classification to which the disbursements or retirements were charged or credited.

(f) Other purposes: A statement containing complete details of the purposes of the proposed issue or assumption.

Item 5. The facts and circunstances on which the applicant relies.

(a) If the applicant is a carrier or corporation organized for the purpose of engaging in transportation as a carrier

To establish that the proposed issue or assumption (1) is for some lawful object within its corporate purposes, and compatible with the public interest, which is necessary or appropriate for or consistent with the proper performance by the carrier of service to the public as a common (or motor contract) carrier, and which will not impair its ability to perform that service, and (2) is reasonably necessary and appropriate for such purpose. (b) If the applicant is a non-carrier person, which is authorized by an order entered under section 5(2) of the Act to control a carrier or carriers

To establish that the proposed issue or assumption is consistent with the proper performance of its service to the public by each carrier which is under the control of such person, and will not impair the ability of any such carrier to perform such service, and is otherwise consistent with the public interest.

(c) If the application is filed with respect to a class of railroad securities as to which competitive bidding is prima facie required,' and exemption from such requirement is sought

To show that competitive bidding should not be required in the sale or other disposition of the proposed securities, including a statement that applicant has not entered into any discussion or any negotiations with respect to the terms of sale with any prospective purchaser of its securities.

(d) If the application is to sell railroad securities without competitive bidding on the ground that such securities come within one of the specific exemptions

To show that the exemption applies

Item 6. Terms of sale or other disposition, and estimate of expenses.

(a) At what price or prices, rate or rates, and upon what terms and conditions it is proposed to sell or otherwise dispose of the securities.

1 Pertinent conclusions and the requirements are set forth in the Commission's report, In Re Competitive Bidding in Sale of Securities, 257 I.C.C. 129. as modified by findings in Atlantic Coast Line R. Co. Competitive Bidding Exemption, 282 I.C.C. 513, and further modified In Re Competitive Ridding in Sole of Securities 307 TO 1

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