Exhibit H. A statement of all known contingent liabilities except minor items such as damage claims and similar items involving relatively small amounts, as of the date of the application. Exhibit I. Comparative income statements in conformity with $ 200.42. Exhibit J. An analysis of surplus for the period covered by the income statements referred to in exhibit I. Exhibit K. A copy of each application and exhibit filed with any other Federal or State regulatory body in connection with the proposed transaction, and if action has been taken thereon, a certified copy of each order relating thereto. Exhibit L. A copy of all contracts in respect to the sale, lease, or other proposed disposition, merger or consolidation of facilities, or purchase of securities, as the case may be, together with copies of all other written instruments entered into or proposed to be entered into by the parties to the transaction pertaining thereto. Exhibit M. A general or key map on a scale of not more than 20 miles to the inch showing in separate colors the properties of each party to the transaction, and distinguishing such parts of them as are included in the proposed disposition, consolidation or merger. The map should also clearly indicate all interconnections and the principal cities of the area served. Whenever possible, the map should not be over 30 inches in its largest dimension.*+ NOTE: If exhibits A, B, and D have previously been filled with the Commission, a specific reference thereto will be accepted in lieu of a separate filing in each subsequent proceeding. 33.4 Additional information. The Commission may require additional information when it appears to be pertinent in a particular case.*t 33.5 Form and style. Applications under this part shall conform to the requirements of §§ 1.80-1.85.*+ 33.6 Number of copies. An original and five copies, plus one copy for each State affected, of applications under this part shall be submitted.** 33.7 Verification. The original application shall be signed by a person or persons having authority with respect thereto and having knowledge of the matters therein set forth, and shall be verified under oath.*t 33.8 Reports. Upon the granting of any application under this rule by the Commission, applicants shall report to the Commission under oath within 10 days after any sale, lease, or other disposition of facilities, merger or consolidation of facilities, or purchase or acquisition of securities of a public utility, the fact of such sale, lease, or other disposition of facilities, merger or consolidation of facilities, or purchase or acquisition of securities, and the terms and conditions thereof.*t 33.9 Public notice. The Commission may require the applicant to give such local notice by publication as the Commission in its discretion may deem proper.*t **For statutory and source citations, see note to § 33.1. Page 53 33.10 Commission action. Application under this part will ordinarily require 45 days after the date of filing before final action can be taken thereon by the Commission, to allow for such preliminary study, investigation, public notice, opportunity for hearing, and consideration by the Commission, as may be appropriate in the premises.*+ PART 34-APPLICATION FOR AUTHORIZATION OF THE ISSUANCE OF SECURITIES OR THE ASSUMPTION OF LIABILITIES Forms under rules of practice and regulations, Federal Power Act: See Part 200. Rules of practice and procedure: See Part 1. Section 34.1 Applicability. The requirements of this part will apply to licensees seeking authority under sections 19 and 20 (41 Stat. 1073; 16 U.S.C. 812, 813) and to public utilities seeking authority under section 204 of the Federal Power Act (49 Stat. 850; 16 U.S.C., Sup., 824c).**** **88 34.1 to 34.10, inclusive, issued under the authority contained in secs. 301 (b), 308, 309, 49 Stat. 854, 858; 16 U.S.C., Sup., 825 (b), 825g, 825h: interpret secs. 19, 20, 41 Stat. 1073, sec. 204, 49 Stat. 850; 16 U.S.C. 812, 813, 824c and Sup. In 88 34.1 to 34.24, inclusive, the numbers correspond with the respective section numbers in Rules of practice and regulations, Federal Power Commission, June 1, 1938. 34.2 Contents of application. Every such applicant shall set forth in its application to the Commission, in the manner and form and in the order indicated, the following information which, in the case of the assumption of a liability, shall be furnished as to both the issuer and the person assuming liability: (a) The exact name of the applicant and address of its principal business office. (b) The State or other sovereign power under which incorporated, the date of incorporation, and the States in which domesticated. (c) Name and address of person authorized to receive notices and communications in respect to application. (d) The names, titles, and addresses of the principal officers of the applicant. (e) A description of the general character of the business done and to be done, together with a designation of the territories served. A map showing the territories served is desirable. (f) A general statement briefly describing the facilities owned or operated by the applicant for transmission of electric energy in inter Page 54 *For statutory and source citations, see note to § 33.1. state commerce or the sale of electric energy at wholesale in interstate commerce. (g) A brief reference to any license held by the applicant from the Federal Power Commission. (h) A statement as of the date of the balance sheet submitted with application showing for each class and series of capital stock: (1) Brief description. (2) The amount authorized (face value and number of shares). (3) The amount outstanding (exclusive of any amount held in the treasury). (4) Amount held as reacquired securities. (5) Amount pledged by applicant. (6) Amount owned by affiliated corporations. (7) Amount held in any fund. (i) A statement as of the date of the balance sheet submitted with application showing for each class and series of funded debt: (1) Brief description. (2) The amount authorized. (3) The amount outstanding (exclusive of any amount held in the treasury). (4) Amount held as reacquired securities. (5) Amount pledged by applicant. (6) Amount owned by affiliated corporations. (7) Amount in sinking and other funds. (j) A full description of the securities proposed to be issued or the liabilities to be assumed, showing (1) Kind and nature of securities or liabilities. (2) Amount (face value and number of shares). (3) Interest or dividend rate, if any. (4) Date of issue and date of maturity. (5) Voting privileges, if any. (k) The respective name and address of each known underwriter and the respective amount underwritten. State affiliation, direct or indirect, through common directors, officers or stockholders, or through ownership of securities or otherwise, existing between applicant and any underwriter. (1) A statement showing both in total amount and per unit the price to the public, underwriting commissions, and net proceeds to the applicant. Supply also the information (estimated, if necessary) required in § 200.43. If the securities are to be issued directly for property, then a full description of the property to be acquired, its location, its original cost (if known) and fair value by accounts, and a statement as to who determined the fair value, together with the identification of the person from whom the property is to be acquired. If original cost is not known, an estimate of original cost based, insofar as possible, upon records or data of the applicant or its predecessors must be furnished, together with a full explanation of the manner in which such estimate has been made, and a description and statement of the present custody of all existing pertinent data and Page 55 records. A statement showing the cost of all additions and betterments and retirements, from the date as of which the original cost is shown should also be furnished. (m) Purposes for which the securities are to be issued. If the purpose is the construction, completion, extension, or improvement of facilities, a description of such facilities and the cost thereof in reasonable detail shall be submitted. If the purpose is the reimbursement of the treasury of the applicant for expenditures against which securities have not been issued, a statement must be submitted giving a general description of such expenditures, the amounts and accounts to which charged, the associated credits, if any, and the periods during which the expenditures were made. If the purpose is the refunding of obligations, a full description of the obligations to be refunded, including the character, principal amounts, discount or premium applicable thereto, date of issue and date of maturity, and all other material facts concerning such obligations must be given. (n) Name and address of counsel who have passed upon the legality of the proposed issue or assumption of liability, and names and addresses of any firms of which they, or any of them, are members. (0) A statement as to whether or not any application, registration statement, etc., with respect to the transaction or any part thereof is required to be filed with any other Federal or State regulatory body. (p) The facts relied upon by the applicant to show that the issue or assumption (1) is for some lawful object within the corporate purposes of the applicant and compatible with the public interest, which is necessary or appropriate for or consistent with the proper performance by the applicant of service as a public utility and which will not impair its ability to perform that service, and (2) is reasonably necessary or appropriate for such purposes. (q) A brief statement of all rights to be a corporation, franchises, permits, and contracts for consolidation, merger, or lease included as assets of the applicant or any predecessor thereof, the amounts actually paid as consideration therefor, respectively, and the facts relied upon to show that the issuance of the securities for which approval is requested will not result in the capitalization of the right to be a corporation or of any franchise, permit or contract for consolidation, merger, or lease in excess of the amount (exclusive of any tax or annual charge) actually paid as the consideration for such right, franchise, permit or contract.*† 34.3 Required exhibits. There shall be filed with the application as part thereof one certified copy and five uncertified copies of exhibits A, B, C, and D, and one certified copy and five uncertified copies plus one for each State affected of exhibits E, F, G, H, I, J, K, and L, described as follows: Exhibit A. A copy of the applicant's charter or articles of incorporation with amendments to date. Exhibit B. A copy of the by-laws with amendments to date. Exhibit C. Copies of all resolutions of directors authorizing the issue or assumption of liability in respect to which the application is Page 56 **For statutory and source citations, see note to § 34.1. made and, if approval of stockholders has been obtained, copies of the resolution of the stockholders should also be furnished. Exhibit D. Copies of mortgage, indenture, or other agreement under which it is proposed to issue the securities, also, a copy of any mortgage, indenture, or other agreement securing other funded obligations of the applicant. Exhibit E. A signed copy of opinion of counsel in respect to legality of the issue or assumption of liability. Exhibit F. A statement of the measure of control or ownership exercised by or over the applicant as to any public utility, or bank, trust company, banking association, or firm that is authorized by law to underwrite or participate in the marketing of securities of a public utility, or any company supplying electric equipment to such applicant. Where there are any intercorporate relationships through holding companies, ownership of securities or otherwise, the nature and extent of such relationship. If not a member of any holding company system include a statement to that effect. Exhibit G. Balance sheets with supporting fixed capital or plant schedules in conformity with the forms in §§ 200.40, 200.41. Exhibit H. A statement of all known contingent liabilities except minor items such as damage claims and similar items involving relatively small amounts, as of the date of the application. Exhibit I. Comparative income statements in conformity with the form in § 200.42. Exhibit J. An analysis of surplus for the period covered by the income statements referred to in exhibit I. Exhibit K. (1) A copy of registration statement proper, if any, and financial exhibits made a part thereof, filed with the Securities and Exchange Commission; (2) a copy of each application and exhibit filed with any State regulatory body in connection with the proposed transaction and if action has been taken thereon a certified copy of each order relating thereto. NOTE: The information required by exhibit K shall be filed as soon as available. Exhibit L. A copy of all contracts, underwritings, and other arrangements providing for the sale or marketing of the securities. If such contracts, etc., are not in such final form as to permit filing, an identification of the parties thereto and proposed major terms thereof should be submitted.*+ NOTE: If exhibits A, B, and D have previously been filed with the Commission, a specific reference thereto will be accepted in lieu of a separate filing in each subsequent proceeding. 34.4 Additional information. The Commission may require additional information when it appears to be pertinent in a particular case.** 34.5 Form and style. Applications under §§ 34.1-34.10 shall conform to the requirements of §§ 1.80-1.85.*† 34.6 Number of copies. An original and five copies, plus one copy for each State affected, of applications under §§ 34.1-34.10 shall be submitted.*† *For statutory and source citations, see note to § 34.1. Page 57 [57] |