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(b) An estimate of the expenses to be incurred by applicant in connection with such sale or other disposition, itemized to show

(1) The commissions to be paid, discounts to be allowed, and the total of commissions and discounts.

(2) Legal expenses, accounting expenses, engineering expenses, expenses for certification, expenses for authentication, other expenses, and the total expenses. Where the amounts of the items grouped under "other expenses" are relatively substantial, they should also be itemized under that general item.

(3) The grand total of commissions, discounts, and expenses.

Item 7. Contracts, underwritings, and other arrangements.

How and to whom, and by or through whom, it is proposed to issue the securities, with details of all contracts, underwritings, and other arrangements made or proposed to be made in connection with the issue.

Item 8. Resolutions and other authorizations.

(a) Copies of all resolutions of directors authorizing the proposed issue of securities or the proposed assumption of obligation or liability for which authority is requested.

(b) If the charter or bylaws require approval by stockholders, copies of resolutions of stockholders, authorizing such issue or assumption, all such resolutions of stockholders to be accompanied by sufficient transcripts of the minutes of their meetings to show the number of shares voted for and against the resolutions, and the number of share-votes required to adopt the resolution. (c) Copies of resolutions of stockholders or directors, or duly authorized committee thereof, authenticated by a proper executive officer of applicant, designating by name and for that purpose the executive officer by whom the application is signed, verified, and filed on behalf of the applicant.

(d) If applicant is an association or other organization except a corporation, documentary evidence showing authorization of the proposed issue or assumption and designation of the individual signing, verifying, and filing on behalf of applicant; and

(e) If applicant is a trustee, receiver, assignee, or other fiduciary, a certified copy of the order, if any, of the court having jurisdiction, authorizing the proposed issue or assumption, and the filing of the application.

Item 9. Opinion of counsel.

That the issue or assumption with respect to which the application is made meets the requirements of the law as set forth in Item 5, and will be legally authorized and valid if approved by the Commission, with specific reference to any specially pertinent provisions of charter or articles of incorporation or association. Wherefore, Applicant prays that the Commission enter an order under sections 20a or 214 of the Interstate Commerce Act authorizing the proposed issue or assumption as described in the application. Dated this day of

19.

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being duly sworn, states that he is the ; that he is au

(Name of applicant)

(Title of official) thorized on the part of said applicant to sign and file with the Interstate Commerce Commission this application and exhibits attached thereto; that he has carefully examined all of the statements contained in such application and the exhibits attached thereto and made a part thereof; that he has knowledge of the matters set forth therein and that all such statements made and matters set forth therein are true and correct to the best of his knowledge, information, and belief.

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CERTIFICATE OF SERVICE

.__certifies that upon the..

day of 19a copy of the foregoing application was mailed or delivered in person to the Governor and Public Service Commission or other appropriate authority of each State in which the applicant operates or is authorized to do business, or in the case of holding companies, of each State in which the applicant is incorporated or authorized to do business, as follows:

(Signature)

(Date)

GENERAL INSTRUCTIONS

1. Use of Form BF-6. All carriers and other persons subject to sections 20a and 214 of the Interstate Commerce Act making application for authority (a) to nominally issue securities, (b) to sell, pledge, repledge, or otherwise dispose of securities nominally issued or assumed or nominally outstanding, (c) to actually issue securities, or (d) to assume any obligation or liability as lessor, lessee, guarantor, endorser, surety, or otherwise in respect of the securities of any other person, natural or artificial, actually outstanding, shall make such application substantially in the form of application designated Form BF-6.

2. Definitions. (a) The term "carrier" includes a common carrier by railroad (except a street, suburban, or interurban electric railway which is not operated as a part of a general steam railroad system of transportation) which is subject to part I of the Act, a common or contract carrier by motor vehicle subject to part II, a corporation organized for the purpose of engaging in transportation as any such carrier, and a sleeping-car company which is subject to part I.

(b) The term "holding company" means a person which is not a carrier, but which is authorized by an order entered under section 5(2) of the Act to control a carrier or carriers and, as provided in section 5(3), is to be considered a carrier subject to the provisions of sections 20a or 214.

(d) The terms "nominally issued", "nominally outstanding", "actually issued" and "actually outstanding" are used herein as they are defined for purposes of Railroad and Motor Carrier Uniform Systems of Accounts and Annual Reports. 3. Application of general rules and regulations. Before undertaking the preparation of the application, reference should be made to the rules and regulations governing the filing of applications under sections 20a and 214, and list of forms, published in the Code of Federal Regulations as Title 49, Part 51.

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SPECIAL APPLICATION FOR AUTHORITY TO SELL SECURITIES WITHOUT
COMPETITIVE BIDDING

(Read General Instructions on page 3)

FINANCE DOCKET

No.

CAPTION

In the matter of application of:

A. Name of applicant.

B. Brief description of the securities in respect of which exemption from the competitive bidding requirements is requested, and the uses of the proceeds.

Docket No. 17748, Atlantic Coast Line R. Co. Competitive Bidding Exemption, supra, inapplicable to applications for exemption from the Commission's competitive bidding requirements by an applicant which in good faith, and under the belief that a guaranty may or will be required by the Commission in order for it to obtain the needed financing upon reasonable terms, has entered upon discussions or negotiations with respect to the terms of sale with a prospective purchaser of its securities.

(Sec. 12, 24 Stat. 383, as amended; sec. 20a, 41 Stat. 494, as amended; secs. 204, 205, 214, 49 Stat. 546, as amended, 548, as amended, 557, as amended; 49 U.S.C. 12, 20a, 304, 305, and 314.)

It is further ordered, That the order of August 9, 1946, by the Commission, Division 4, as amended, be, and it is hereby, superseded by this order;

It is further ordered, That this order shall become effective on 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. By the Commission, Division 3. [SEAL]

HAROLD D. McCoy,
Secretary.

TITLE 49-TRANSPORTATION

CHAPTER I-INTERSTATE COMMERCE COMMISSION

SUBCHAPTER A-GENERAL RULES AND REGULATIONS

PARTS 51-59-CONSOLIDATION, FINANCE, and ReorganiZATION

ORDER

At a Session of the Interstate Commerce Commission, Division 3, held at its office in Washington, D.C., on the 20th day of May, A.D. 1964.

There being under consideration rules and regulations governing the filing and handling of applications and reports prescribed, or to be prescribed, under the following parts:

PARTS 52-59: CONSOLIDATION, FINANCE, AND REORGANIZATION

52 Railroad consolidation procedure.

53 Interlocking officers.

54 Guaranty of loans to carriers by railroad.

55 Alteration or modification of securities and the provisions of instruments, and filing of certificates and reports.

56 Issuance of securities, assumption of obligations, and filing of certificates and reports.

57

Recordation of documents.

58 Reorganization of railroads.

59 Corporate reorganization of carriers and corporations.

It is ordered, That the table of contents heading of 49 CFR Parts 52-59: Consolidation, Finance, and Reorganization be, and it is hereby, amended to include Part 51 as follows:

PARTS 51-59: CONSOLIDATION, FINANCE, AND REORGANIZATION

It is further ordered, That 49 CFR be, and it is hereby, amended by adding a new Part 51 under the heading Parts 51-59: Consolidation, Finance, and Reorganization as follows:

PARTS 51-59: CONSOLIDATION, FINANCE, AND REORGANIZATION

Sec.

PART 51-GENERAL REQUIREMENTS

51.1 Scope and applicability of rules and regulations.
51.2 Definitions of terms used in the rules and regulations.
51.3 Use of prescribed form.

51.4 Information required; unknown or not available.

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§ 51.1 Scope and applicability of rules and regulations.

(a) These rules and regulations govern the filing and handling of applications and reports, as prescribed in Parts 52 to 59, inclusive, except that any provision in such part covering the same subject matter as any such rule shall be controlling unless otherwise specifically provided herein.

(b) These rules and regulations shall apply to applications and reports under the enumerated parts at such time as the Commission may designate as to each part.

§ 51.2 Definitions of terms used in the rules and regulations.

(a) The term "applicant" means a person filing an application.

(b) The term "respondent" means a person filing a report required by the Interstate Commerce Act or the rules and regulations.

(c) Unless otherwise specifically provided, the terms used in the rules and regulations have the meanings defined in the Act.

$51.3 Use of prescribed form.

The prescribed form is to be used as a guide in the preparation of the application or report. Each application required to be served as provided in § 51.7 shall include a caption clearly and concisely describing the applicant or applicants and the authority sought. Other parts of the application and reports shall contain full and complete responses. Each part shall contain all of the item numbers and headings, but the text of any item may be omitted if all of the information required by such item is clearly set forth thereunder or in exhibits attached or referred to under the respective item number and heading. Where an item is not applicable, the application or report shall so state.

§ 51.4 Information required; unknown or not available.

All information required must be given unless neither known nor available to the applicant or respondent. In such case, however, specific statement to such effect shall be made in the application or report in lieu of the omitted material, setting forth the reasons why the information is neither known nor available.

§ 51.5 Typographical specifications.

The application or report shall be submitted in typewritten or similar form specified in § 1.15 of this chapter, on paper approximately 81⁄2 inches wide and not more than 13 inches long, with a lefthand margin of 11⁄2 inches and, if typewritten, the impression must be on only one side of the paper. Exhibits may be in any convenient size but shall be folded to conform to the size of the application or report.

§ 51.6 Execution.

The original application or report shall bear the date of execution and be signed with ink by or on behalf of each applicant or respondent. Execution shall be by the applicant or respondent if an individual, by all partners if a partnership, unless satisfactory evidence is furnished of the authority of a partner to bind the partnership, and, if a corporation, an association or other similar form of organization, by its president or other executive officer having knowledge of the matters therein set forth. Each person signing the application or report shall also sign a certificate showing, among other things, that such person has knowledge of the matters therein set forth and is duly authorized to verify and file the application or report. A false statement in an application or report is punishable under section 35 of the Criminal Code, 18 U.S.C. 1091. Additional signatures and certificates shall be furnished as directed by the Commission.

851.7 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.

(c) Each report shall be filed in duplicate with the Secretary of the Commission. No service of copies is required.

(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.

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