Division of the Federal Register but were not | distributed at retail, outside the State printed in the FEDERAL REGISTER. Notice of the filing was printed in the FEDERAL REGIS

Form X-15AJ-1, amendatory and/or supplementary statement to registration statement of a national securities association or an affiliated securities association, was adopted July 7, 1939, effective July 13, 1939; thousand cubic feet and approximate

§ 250.3a-1 Application for exemption | (indicating any subsidiaries not consoliof holding companies.

gas within and without the State of organization.

§ 250.3a-2 Exemption of holding companies. (a) Subject to paragraphs (b) and (c) of this section any holding company shall be exempt from any obligation, duty, or liability imposed by the Act upon such company as a holding company, if—

(d) If the application is based on section 3 (a) (3) (B) of the Act (49 Stat. 810; 15 U.S.C., Sup., 79c) it should contain the information specified in subparagraphs (1), (3), (vi), (vii), and (viii) of paragraph (b) above, and in (1) Such holding company, and every addition: (1) a brief description of the subsidiary company thereof which is a properties of the applicant and each of public-utility company from which such its subsidiary public utility companies, holding company derives, directly or inindividually, used for the generation, directly, any material part of its income, transmission, and distribution of electric are predominantly intrastate in characenergy for sale or for the production, ter and carry on their business substantransportation, and distribution of nat- tially in a single State in which such ural or manufactured gas (within and holding company and every such subsidwithout the State of organization); (2) | iary company thereof are organized; or the amount outstanding of securities of each class of each subsidiary company of applicant which is a public utility company; and (3) the amount of each such class of securities directly or indirectly owned by applicant.

(f)

(3) If there are any such properties as are referred to in subparagraph (2) of this paragraph, the following information for each of the last 3 fiscal years and for the first 6 months of the current fiscal year, if records are completed; (i) consolidating profit and loss statements of applicant and its subsidiaries which are normally consolidated (indicating any subsidiaries not consolidated) showing gross and, if available, net revenues of systems from all sources, indicating separately gross revenues from operations as a public utility company or companies; (ii) profit and loss statements of each of applicant's subsidiaries which does any business as a public utility company and which is not included in the consolidating profit and loss statements under (i) above, showing gross and net revenues from all sources, and indicating separately gross revenues from operations as a public utility company; and (iii) consolidating balance sheet, as of the end of the last preceding fiscal year, of applicant and its subsidiaries which are normally consolidated (indicating any subsidiaries which are not consolidated and individual balance sheets of the same date for such subsidiaries). (Secs. 3 (a), 20 (a), 49 Stat. 810, 833; 15 U.S.C., Sup., 79c (a), 79t (a)) [As amended, effective Nov. 9, 1939; 4 F.R. 4547]

(2) Such holding company is predominantly a public-utility company whose operations as such do not extend beyond the state in which it is organized and states contiguous thereto.

(b) The exemption granted in paragraph (a) of this section shall not be applicable after March 1, 1940 to any holding company unless such company shall file a statement on Form U-3A-2 and shall terminate on March 1 of any subsequent year unless, prior thereto, such holding company shall file such a report for the last calendar year, except that in the case of a holding company which is a subsidiary of a registered holding company and as to which substantially equivalent information is given in annual reports for such holding company system, only an initial report need be filed, unless otherwise required by the Commission.

(c) If it should appear to the Commission from the statements filed pursuant to paragraph (b) of this section or otherwise that a substantial question of law or fact exists as to whether a holding company claiming exemption under this section is within the class of holding companies which the Commission may exempt under section 3 (a) of the Act (49 Stat. 810; 15 U.S.C., Sup., 79c (a)) or that the exemption afforded by paragraph (a) of this section to any holding company is or may be detrimental to the public interest or the interest of investors or consumers, the Commission shall notify such holding company to that effect by registered mail. No exemption under this section shall be available to any holding com

pany after 30 days from the receipt (1) Such bank, or any person acting

by it of such notice, without prejudice to the right of such holding company to file an application for an order granting it exemption pursuant to section 3 (a) of the Act, and without prejudice to the temporary exemption provided by section 3 (c) of the Act if such an application is filed in good faith. (Secs. 3, 20 (a), 49 Stat. 810, 833; 15 U.S.C., Sup., 79c, 79t (a)) [As amended, effective Nov. 9, 1939, except as provided in par. (b); 4 F.R. 4548]

for or controlled by such bank, votes, by proxy or otherwise, for directors or upon any other matter any public-utility company or holding company securities owned by it for such period, except in favor of a matter which has been or will be the subject of a declaration or application filed with the Commission under the Act; or

company; or

(2) Such bank makes or, except after an order of the Commission, with notice and opportunity for hearing, renews any loan to such public-utility company or § 250.3a3-1 Exemption of certain holding company or any associate combanks. (a) The term "bank” as used in pany thereof, or enters into any other this section shall mean (1) a banking in-financial transaction with any such stitution organized under the laws of the United States, (2) a banking institution or trust company which is subject to regulation or examination under the laws of any State or of the District of Columbia and which is primarily engaged in the commercial banking business or in the business of exercising fiduciary powers, or both, or (3) a receiver, conservator, or other liquidating agent of any of the foregoing in his capacity as such. Other terms used in this section shall have the meaning indicated by item 6 of the Instructions to Form U-3A3-1, designated "Adopted May 31, 1939." [As amended, effective May 31, 1939; 4 F.R. 2286]

(b) Except as provided in paragraph (c) of this section, any bank which, by reason of the acquisition of securities solely in a fiduciary capacity, or as collateral, or in connection with liquidation

of a bona fide debt or in connection with

(3) Such bank receives deposits from such public-utility or holding company or any associate company thereof, or acts as trustee under any indenture to which any of such companies is a party, or as transfer agent for securities of any of such companies, or in any other manner as financial agent for any of such companies.

However, upon application by any bank and upon a showing that compliance by such bank with the condition in subparagraph (1) above would make it unduly difficult to obtain a quorum of stockholders or would otherwise unduly obstruct the selection of management for such public-utility or holding company the Commission may by order grant an exemption from such condition. An application for such exemption may be filed before or after January 1, 1941. [As amended, effective Mar.

2, 1939; 4 F.R. 1108]

a bona fide arrangement for the underwriting or distribution of securities, directly or indirectly owns, controls, or holds with power to vote, 10 percent or (c) No bank shall be exempt from any obligation, duty or liability imposed by the more of the outstanding voting securi-Act upon such bank as a holding company ties of a public-utility company or hold- unless the bank shall, within 30 days after ing company shall nevertheless be ex- the last day of February, May, August and empt from any obligation, duty or liability imposed by the Act upon such bank as a holding company:

November in each year, file with the ComU-3A3-1, designated "Adopted March 1, 1939," containing the information therein tion which the Commission may require; specified and any further relevant informaProvided, however, That the statement relating to the 3-month period ended February 28, 1939, which is required to be filed on or before March 30, 1939, may be filed on the original Form U-3A3-1, designated "Adopted March 18, 1936". [As amended, effective Mar. 2, 1939, and proviso added Mar. 24, 1939; 4 F.R. 1108, 1340]

mission a statement on the revised Form

Provided, however, That after January 1, 1941, the exemption in this section shall not be applicable to a bank which before or after such date for a period exceeding 2 years has continuously been and thereafter remains, directly or indirectly, the beneficial owner of 10 percent or more of the outstanding voting securities of a public-utility company or hold-seded by following paragraph during period [Preceding paragraph, in small type, supering company, if after January 1, 1941-covered by this Supplement]

(e) This section shall become effective forthwith except that the requirements of paragraph (c) of the section need not be complied with until March 30, 1939, on or before which date there should be filed with the Commission a statement on the revised Form U-3A3-1, designated "Adopted March 1, 1939," for the 3-month period ending on the last day of February, 1939. [As amended, effective Mar. 2, 1939; 4 F.R. 1108]

(c) No bank shall be exempt from | faith. [As amended, effective Nov. 9, any obligation, duty or liability imposed 1939; 4 F.R. 4548] by the Act upon such bank as a holding company unless the bank shall, within 30 days after the last day of February and August in each year, prepare and file in good faith with the Commission a statement on the revised Form U-3A3-1 designated “Adopted May 31, 1939," containing the information therein specified and any further relevant information which the Commission may require. No report need be filed on the form designated "Adopted March 18, 1936" or on the form designated "Adopted March 1, 1939" for the period ending May 31, 1939. [As amended, effective May 31, 1939; 4 F.R. 2286]

(d) In addition to its power to amend or rescind this section, the Commission by order, after notice and opportunity for hearing, may, upon finding the exemption detrimental to the public interest or the interest of investors or consumers, terminate, sus

[Preceding paragraph, in small type, superseded by following paragraph, also in small type, during period covered by this Supplement]

March 24, 1939, except that the requirements (e) This section shall become effective of paragraph (c) of this section need not be complied with until March 30, 1939. [As amended Mar. 24, 1939; 4 F.R. 1340]

[Preceding paragraph, in small type, superseded by following paragraph during period covered by this Supplement]

(e) This section shall become effective as of May 31, 1939 and the first report thereon shall be for the 6-month period ending August 31, 1939. (Secs. 3 (a), 12 (f), 49 Stat. 810, 824; 15 U.S.C., Sup., 79c (a), 791 (f)) [As amended, effective Mar. 2, Mar. 24, May 31, Nov. 9, 1939; F.R. 1108, 1340, 2286, 4548]

pend, or modify the exemption provided by this section as to any bank, if such bank shall evade, seek to evade, or be used to evade the provisions of the Act or if such bank shall have continuously been, directly or indirectly, the beneficial owner of 10 percent or more of the outstanding voting securities of a public-4 utility company or holding company for a period exceeding 3 years. [As amended, effective Mar. 2, 1939; 4 F.R. 1108]

[Preceding paragraph, in small type, superseded by following paragraph during period covered by this Supplement]

NOTE: Paragraph (a) of this section was amended, effective Mar. 2, 1939 and was reamended by substituting the words "Adopted May 31, 1939" for "Adopted March 1, 1939," effective May 31, 1939; 4 F.R. 1108, 2286.

Paragraph (c) was amended effective Mar.

1939, a proviso was added Mar. 24, 1939, and the entire paragraph was reamended, effective May 31, 1939; 4 F.R. 1108, 1340, 2286.

Paragraph (d) was amended, effective Mar. 2, 1939, and was reamended, effective Nov. 9, 1939; 4 F.R. 1108, 4548.

Paragraph (e) was amended, effective Mar.

2, 1939, was reamended Mar. 24, 1939, and was again reamended May 31, 1939; 4 F.R. 1108, 1340, 2286.

§ 250.3d-9 Exemption of certain securities issued in connection with installment sales of electric and gas equipment. (a) As used in this section

(d) If it should appear to the Commis-2, sion from the statements filed pursuant to paragraph (c) of this section or otherwise that a substantial question of law or fact exists as to whether a bank claiming exemption under this section is within the class of holding companies which the Commission may exempt under section 3 (a) of the Act (49 Stat. 810; 15 U.S.C., Sup., 79c (a)), or that the exemption afforded by paragraph (b) of this section to any bank is or may be detrimental to the public interest or the interest of investors or consumers, the Commission shall notify such bank to that effect by registered mail. No exemption under this section shall be available to any bank after 30 days from the receipt by it of such notice, without prejudice to the right of such bank to file an application for an order granting it exemption pursuant to section 3 (a) of the Act, and without prejudice to the temporary exemption provided by section 3 (c) of the Act if such an application is filed in good

"Qualified service company" means(1) a company which is temporarily exempt under § 250.13-3, or

(2) an approved mutual service company or a company found by the Commission to meet the requirements of section 13 (b) of the Act (49 Stat. 825; 15 U.S.C., Sup., 9m), Provided, That such approval or finding was based on an application or declaration on Form U-13-1 specifically including financial services of the sort covered by this section;

"Financial institution" means a bank, (a) During the preceding fiscal year the an insurance company, or a company aggregate gross revenues of such holding comregularly engaged in refinancing install-pany and every company which is presently ment paper, but does not include an asso- every company of which such company is a associate company thereof (including ciate company or affiliate of the public-subsidiary company and associates thereof) utility company concerned in the exempt which were derived from their operations as transaction; public-utility companies did not exceed $350,000; or

"Installment paper" means any note, contract, or other evidence of indebtedness covering part or all of the purchase price, not exceeding $15,000, of standard electrical or gas appliances.

(b) Every public-utility company or subsidiary thereof or qualified service company shall be exempt from the obligations, duties, and liabilities which would otherwise be imposed on it as a subsidiary of a registered holding company by the provisions of section 6 (a) of the Act (49 Stat. 814; 15 U.S.C., Sup., 79f) with respect to

(1) the issue or sale by it to an associate qualified service company or to a financial institution of a note or draft which is, and at all times will be, secured by a pledge of installment paper having a principal amount still unpaid at least equal to the unpaid principal amount of such note or draft, and

an

(b) At the end of the preceding fiscal year the book value of the utility assets of such is presently an associate company thereof (inholding company and every company which cluding every company of which such company is a subsidiary company and associates to any books kept by such companies. (Secs. thereof) did not exceed $1,000,000 according 3 (d), 20 (a), 49 Stat. 811, 833; 15 U.S.C., Sup., 79c (d), 79t (a)) [As amended, effective Apr. 17, 1939; 4 F.R. 1643]

seded by following section during period cov[Preceding section, in small type, superered by this Supplement]

small holding company systems. § 250.3d-12 Exemption of certain (a) Subject to compliance with paragraph (d) of this section, any holding company (whether or not registered under the Act) and every subsidiary company thereof as such shall be exempt from every provision of the Act and all rules and regulations of the Commission thereunder, and every such subsidiary company shall be deemed not to be a sub(2) the guarantee by it (by endorse-sidiary of such holding company within ment or otherwise) of any installment the meaning of any provision of the paper in connection with the sale, dis- Act, if either of the following conditions count, pledge or other disposition of such paper to an associate qualified service company or to a financial institution.

is satisfied with respect to the holding company system which includes such companies and every company of which such holding company is a subsidiary or (c) Every qualified service company associate: (1) the aggregate annual gross shall be exempt from the obligations, revenues from public utility operations of duties and liabilities which would other- such system do not exceed $350,000 when wise be imposed on it as a subsidiary of computed in the manner specified in a registered holding company by the paragraph (b) of this section; or (2) the provisions of section 9 (a) of the Act aggregate book value of the utility assets (49 Stat. 817; 15 U.S.C., Sup., 791) with of such holding company system does not respect to the acquisition of securities is- exceed $1,000,000 when computed in the sued or sold to it pursuant to the exemp-manner specified in paragraph (c) of this tion provided by paragraph (b) of this section. section. (Secs. 3 (d), 20 (a), 49 Stat. (b) For purposes of paragraph (a) 811, 833; 15 U.S.C., Sup., 79c (d), 79t (a)) | (1) of this section, the aggregate annual [As amended, effective Mar. 28, 1939; 4 gross revenues from public-utility operF.R. 1414] ations of any system shall be deemed to include:

§ 250.3d-12 Exemption of certain small holding company systems. Any holding company and every subsidiary company thereof utility operations which were derived (1) The gross revenues from publicas such shall be exempt from any provision of the Act or any rule or regulation there- during the preceding calendar year by under, and every such subsidiary company the top holding company therein and shall not be deemed to be a subsidiary of such by every company which is presently an holding company within the meaning of any provision of the Act, if either of the following associate of such holding company (including every company which may have

conditions is satisfied: