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(3) * electric-utility company

means any company which owns or operates facilities for the generation, transmission, or distribution of electric energy and which transmits, sells, distributes, or furnishes electric energy for a charge; but does not mean a company which sells or distributes electric energy solely for the use of its tenants and not for resale;

(4) "gas-utility company means any company which owns or operates facilities for the production, transportation, or distribution of natural or manufactured gas, and which transports, distributes, sells, or furnishes such gas for light, heat, or power for a charge; but does not mean a company whose gas business is confined solely to the production, transportation, sale, or distribution of gas in enclosed portable containers;

(5) "public-utility company" means an electric-utility company and/or a gas-utility company;

(6) "Commission" means the Securities and Exchange Commission; (7) "holding company means (A) any company which, either alone or in conjunction and pursuant to an arrangement or understanding with one or more other persons, directly or indirectly, controls a public-utility company, whether such control is exercised through one or more intermediary persons or by any means or device whatsoever; (B) any intermediary company through which such control is exercised; and (C) any person or persons which the Commission determines, after notice and opportunity for hearing, to exercise such a material influence over the management or policies of any public-utility or holding company as to make it necessary or appropriate in the public interest or for the protection of investors or consumers that such person or persons should be deemed a holding company or companies for the purposes of this Act; (8) "subsidiary company" of a holding company means (A) any company which such holding company, directly or indirectly, either alone or in conjunction and pursuant to an arrangement or understanding with one or more persons, controls, (B) any intermediary company through which such control is exercised, and (C) any company over which such holding company exercises a material influence, as determined under clause (C) of paragraph 7 of this subsection;

(9) "holding-company system" means any holding company together with all its subsidiary companies and all mutual service companies (as defined in paragraph 13 of this subsection) of which such holding company or any subsidiary company thereof is a member company (as defined in paragraph 14 of this subsection);

(10) "associate company" of a company means any company in the same holding-company system with such company;

(11) "affiliate" of a specified company means

(A) any person that owns, holds, or controls, directly or indirectly, 5 per centum or more of the voting securities of such specified company; (B) any person that owns, holds, or controls, directly or indirectly, 5 per centum or more of the voting securities of any company which is an affiliate of such specified company under clause (A) of this paragraph or which becomes an affiliate thereof by virtue of this clause;

(C) any company 5 per centum or more of whose voting securities are owned, held, or controlled, directly or indirectly, by such specified company or by any person that is an affiliate of such specified company under clause (A) or (B) of this paragraph;

(D) any individual who is an officer or director of such specified company or of any company which is an affiliate thereof under clause (A) or (B) of this paragraph;

(E) any company which has one or more officers or directors in common with such specified company; and

(F) any person that the Commission determines, after notice and oppoкtunity for hearing, to stand in such relation to such specified company that there is an absence of arm's length bargaining in transactions between them so as to make it necessary or appropriate in the public interest or for the protection of investors or consumers that such person should be deemed an affiliate of such specified company for the purposes of this Act; (12) "registered holding company" means a holding company registered under section 5 of this Act and any receiver, trustee, or other liquidating agent of any such company;

(13) "mutual service company" means a company approved as a mutual service company under section 13 of this Act;

(14) "member company" means a company which is a member of an association or group of companies mutually served by a mutual service company; (15) "director" means any director of a corporation or any individual who performs similar functions in respect of any company;

(16) "security" means any note, draft, stock, treasury stock, bond, debenture, certificate of interest, or participation in any profit-sharing agreement or in any oil, gas, other mineral royalty or lease, any collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, receiver's or trustee's certificate, or in general any instrument commonly known as a "security"; or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of or warrant or right to subscribe to or purchase, any of the foregoing;

(17) "voting_security" means any security presently entitling the owner or holder thereof to vote in the direction or management of the affairs of a company; or any security issued under or pursuant to any trust, agreement, or arrangement whereby a trustee or trustees or agent or agents for the owner or holder of such security are entitled to vote in the direction or management of the affairs of a company;

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(18) "capital assets means the facilities of any electric utility company or gas utility company for the production, transmission, transportation, or distribution of electric energy or gas or any part thereof which may be operated separately for any one or more of such purposes;

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(19) service contract" means any contract, agreement, or understanding whereby a person undertakes to sell or furnsh any managerial, financial, legal, engineering, purchasing, marketing, auditing, statistical, advertising, publicity, tax, research, or any other service, information, or data for a charge;

(20) "sales contract" means any contract, agreement, or understanding whereby a person undertakes to sell, lease, or furnish any goods, equipment, materials, supplies, appliances, or other property, other than electric energy or natural or manufactured gas, for a charge;

(21) "construction contract" means any contract, agreement, or understanding for the construction, extension, improvement, maintenance, or repair of the facilities or any part thereof of a company for a charge;

(22) "buy" or "purchase" includes any purchase, exchange, or other acquisition and any contract to buy, purchase, or otherwise acquire;

(23) "sale" or "sell" includes any sale, exchange, pledge, or other disposition, and any contract to sell, pledge, or otherwise dispose of;

(24) "State" means any State of the United States or the District of Columbia;

(25) "United States" means the States;

(26) "State commission" means any commission, board, agency, or officer, by whatever name designated, of a State, municipality, or other political subdivision of a State which under the laws of such State has jurisdiction to regulate public-utility companies;

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(27) State securities commission " means any commission, board, agency, or officer, by whatever name designated, other than a State commission as defined in paragraph (26) of this subsection, which under the laws of a State has jurisdiction to regulate, approve, or control the issue and/or sale of a security by a company;

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(28) "interstate commerce means trade, commerce, transportation, transmission, or communication among the several States, or between any foreign country and any State, or between any State and place outside thereof.

(b) No person shall be deemed to be a holding company under clause (C) of paragraph 7 of subsection (a) of this section or an affiliate under clause (F) of paragraph 11 of said subsection, until the Commission, after notice and opportunity for hearing, has issued an order declaring such person to be a holding company or an affiliate. Such an order shall not become effective for at least thirty days after the mailing of a copy thereof to the person thereby declared to be a holding company or affiliate. The Commission, on its own motion or upon application of any person affected by such order, after notice and opportunity for hearing, may revoke, suspend, or modify any such order whenever in its judgment the circumstances warrant such revocation, suspension or modification.

(c) No provision in this Act shall apply to, or be deemed to include, the United States, a State, or any municipality or other political subdivision of a State, or any agency, authority, or independent establishment of any of the

foregoing, or any agency which is wholly owned, directly or indirectly thereby, or any officer, agent, or employee thereof acting as such in the course of his official duty, unless such provision makes specific reference thereto.

TRANSACTIONS BY UNREGISTERED HOLDING COMPANIES

SEC. 4. (a) After October 1, 1935, unless a holding company is registered under section 5, it shall be unlawful for such holding company, directly or indirectly

(1) To sell, transport, transmit, or distribute, or own or operate, directly or indirectly, any facilities for the transportation, transmission, or distribution of, gas or electric energy in interstate commerce;

(2) To negotiate, enter into, or take any step in the performance of any service, sales, or construction contract by use of the mails, or any means or instrumentality of interstate commerce;

(3) To market or distribute or make any public offering for sale or exchange of any security by use of the mails or any means or instrumentality of interstate commerce, or to sell any security to any person if such holding company has reason to believe that such security will be marketed, distributed, or made the subject of a public offering by use of the mails or of any means or instrumentality of interstate commerce;

(4) To acquire or negotiate for the acquisition of any security or capital assets, other than a security permitted to be acquired under subsection (c) of section 9, by use of the mails or any means or instrumentality of interstate commerce;

(5) To engage in any business in interstate commerce; or

(6) To own, hold, or control any security of a subsidiary company or affiliate thereof that does any of the foregoing.

(b) Every holding company which has presently outstanding any security which, by use of the mails or any means or instrumentality of interstate commerce, has been marketed, distributed, or made the subject of a public offering subsequent to January 1, 1925, and all of which security is not owned and held on the date of the enactment of this Act by persons resident in the State in which such holding company is organized, shall register under section 5 of this Act on or before October 1, 1935.

(c) The Commission shall have power conditionally or unconditionally to exempt any holding company from the provisions of this section if it deems such exemption necessary or appropriate in the public interest and not detrimental to the interest of investors or consumers, upon a showing that the business of such holding company and of every subsidiary company thereof is exclusively intrastate in character and confined to a single State in which such holding company and all of its subsidiary companies are organized. The Commission may, after notice and opportunity for hearing, withdraw such exemption whenever in its judgment the circumstances warrant such withdrawal.

REGISTRATION OF HOLDING COMPANIES

SEC. 5. (a) Any holding company or any person purposing to become a holding company may apply for registration by filing with the Commission a registration statement in such form as the Commission may, by rules and regulations, prescribe as necessary or appropriate in the public interest or for the protection of investors or consumers. Such registration statement shall include

(1) An agreement (which shall not be construed as a waiver of any constitutional right or any right to contest the validity of any rule or regulation) by the registrant to comply with, and so far as is within its power, to enforce compliance by its officers, directors, security holders, and associate companies, with the provisions of this Act and any amendments thereto and with any rules and regulations thereunder;

(2) Such copies of the charter or articles of incorporation, partnership, or agreement, with all amendments thereto, and the bylaws, trust indentures, mortgages, underwriting arrangements, voting-trust agreements, and similar documents, by whatever name known, of or relating to the registrant or any of its associate companies as the Commission may, by rules and regulations, require as necessary or appropriate in the public interest or for the protection of investors or consumers;

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(3) Such information in such form and in such detail and copies of such documents of or relating to the registrant and its associate companies as the Commission may by rules and regulations require as necessary or appropriate in the public interest or for the protection of investors or consumers ir respect of

(A) The organization and financial structure of such companies and the nature of their business;

(B) The terms, position, rights, and privileges of the different classes of their securities outstanding;

(C) The terms and underwriting arrangement's under which their securities, during not more than the five preceding years, have been offered to the public or otherwise disposed of and the relations of underwriters to and their interest in such companies;

(D) The directors and officers of such companies, their remuneration, their interest in the securities of, their material contracts with, and their borrowings from any of such companies;

(E) The names of all security holders of record (or otherwise known to the registrant) owning, holding, or controlling 1 per centum or more of any class of security of any of such companies, and their interest in the securities of, relations to, and material contracts with any of such companies; (F) The remuneration exceeding $10,000 per annum to persons other than directors and officers;

(G) Bonus and profit-sharing arrangements;

(H) Material contracts, not made in the ordinary course of business, and service, sales, and construction contracts;

(I) Options in respect of securities;

(J) Balance sheets for not more than five preceding fiscal years, certified, if required by the rules and regulations of the Commission, by an independent public accountant;

(K) Profit and loss statements for not more than the five preceding fiscal years, certified, if required by the rules and regulations of the Commission, by an independent public accountant;

(4) Such further information or documents regarding the registrant or its associate companies or the relations between them as the Commission may by rules and regulations require as necessary or appropriate in the public interest or for the protection of investors or consumers.

(b) If in the judgment of the Commission any information required under this section is inapplicable to any specified class or classes of registrants, the Commission shall require in lieu thereof the submission of such other information of comparable character as it may deem applicable to such class or classes of registrants.

(c) The Commission shall not permit the registration of any person under this section which, subsequent to the date of the enactment of this Act, becomes a holding company through the acquisition of any security unless such acquisition shall have been approved by the Commission under section 10 of this Act or unless the Commission shall be satisfied that such acquisition was not made for the purpose of circumventing the provisions of this Act.

(d) If it appears to the Commission that the person applying for registration has complied with the provisions of this Act and the rules and regulations thereunder, the Commission shall cause such person to be registered as a holding company under this Act.

(e) Within thirty days after the filing of the registration statement, the Commission shall enter an order either granting or, after notice and opportunity for hearing, denying registration as a holding company unless the registrant shall withdraw its registration statement or consent to the Commission's deferring action thereon for a stated longer period. The filing with the Commission of a registration statement shall be deemed to have taken place upon receipt thereof. Amendments to a registration statement may be made upon such terms as the Commission may prescribe.

(f) The Commission, in accordance with such rules and regulations as it deems necessary or appropriate in the public interest or for the protection of investors or consumers, may permit a person to be provisionally registered as a holding company for a period ending not later than July 1, 1936, without complying with the provisions of this section.

(g) A registered holding company, upon application in accordance with the rules and regulations of the Commission and upon such terms as the Commission may deem necessary for the protection of investors and consumers, may with

draw its registration upon a showing that it has ceased to be a holding

company.

UNLAWFUL SECURITY TRANSACTIONS BY REGISTERED HOLDING AND SUBSIDIARY

COMPANIES

SEC. 6. (a) Except pursuant to a declaration effective under section 7, it shall be unlawful for any registered holding company or subsidiary company thereof, by use of the mails or any means or instrumentality of interstate commerce, or otherwise, directly or indirectly—

(1) To issue or sell any security of such company;

(2) To guarantee or assume any liability in respect of any security of a company; or

(3) To exercise any privilege or right to alter the priorities, preferences, voting power, or other rights of the holders of an outstanding security of such company.

(b) The provisions of subsection (a) of this section shall not apply to the issue, sale, or guaranty by a registered holding company or subsidiary company thereof of, or assumption of liability by any such company on, a note or draft (including the pledge of any of its own securities as collateral therefor) maturing not more than six months, exclusive of days of grace, after the date thereof, or to any renewal thereof the maturity of which is likewise limited, and aggregating (together with all other than outstanding notes and drafts whose maturity is likewise limited as to which such company is primarily or secondarily liable) not more than 5 per centum of the principal amount or par value of the other securities of such company then outstanding. In the case of securities having no principal amount or no par value, the value for the purposes of this subsection shall be the fair market value as of the date of issue. Within ten days after any such issue, sale, guaranty, assumption of liability or renewal, such holding company or subsidiary company thereof shall file with the Commission a certificate of notification in such form and setting forth such of the information required in a declaration under section 7 as the Commission may by rules and regulations or order prescribe as necessary or appropriate in the public interest or for the protection of investors or consumers.

DECLARATIONS BY REGISTERED HOLDING AND SUBSIDIARY COMPANIES IN RESPECT OF SECURITY TRANSACTIONS

SEC. 7. (a) A registered holding company or subsidiary company thereof may file a declaration with the Commission regarding any of the acts enumerated in subsection (a) of section 6, upon the terms and conditions hereinafter provided in this section, in such form as the Commission may by rules and regulations prescribe as necessary or appropriate in the public interest or for the protection of investors or consumers. Such declaration shall include

(1) Such of the information and documents which are required to be filed in order to register a security under section 7 of the Securities Act of 1933, as amended, as the Commission may by rules and regulations require as necessary or appropriate in the public interest or for the protection of investors or consumers;

(2) Such additional information, in such form and detail, and such documents regarding the declarant or any associate company thereof, the particular security and compliance with the applicable State laws as the Commission may by rules and regulations require as necessary or appropriate in the public interest or for the protection of investors or consumers; and

(3) In the case of a registered holding company or subsidiary company thereof which is receiver or trustee, such additional information and documents regarding the appointment, qualification, and authority of such receiver or trustee and court authorization regarding such security as the Commission may by rules and regulations require as necessary or appropriate in the public interest or for the protection of investors or consumers.

(b) A declaration filed under this section shall become effective the thirtieth day after the filing thereof, unless the Commission shall by order permit it to become effective at an earlier date or unless the Commission within twenty days after the filing of such declaration shall have issued an order to the declarant to show cause why such declaration should become effective. Within ten days

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