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(Page 17) 1 of this section, for any carrier or subsidiary (or for any 2 carrier and one or more subsidiaries which are controlled, 3 directly or indirectly, by such carrier), directly or indi4 rectly, by any method or device whatsoever5

"(i) to expend or effect the expenditure of any 6 funds, transfer or effect the transfer of anything of value, 7 or make, cause to be made, or guarantee any loan, 8 (whether or not in connection with any obligation, con9 tract or agreement), to an aggregate amount in excess 10 of $50,000 of money or value in any one calendar year; 11 12

"(ii) to incur any obligation or enter into any con13 tract or agreement (other than an obligation which is, 14 or a contract or agreement which is, and all terms and 15 conditions of which are, conditional as to performance 16 and validity upon the approval of such obligation, con

tract, or agreement by the Commission under paragraph 18 (2) of this section), providing for the expenditure of 19 funds, the transfer of anything of value, or the making 20 or guaranteeing of any loan, by or effected by such 21 carrier or subsidiary, to an amount in excess of $50,000 22 of money or value, 23 for or in connection with the acquisition, direct or indirect, or 24 by any means whatsoever, by or in behalf of such carrier or 25 subsidiary, of any interest whatsoever in securities (including

(Page 18) 1 any note, stock, bond, debenture, any collateral-trust cer2 tificate, voting-trust certificate, certificate of deposit for a 3 security, reveiver's or trustee's certificate, or, in general, any 4 instrument commonly known as a "security”; or any certifi5 cate of interest or participation in, temporary or interim 6 certificate for, receipt for, guaranty of, assumption of liability 7 on, or warrant or right to subscribe to or purchase, any of 8 the foregoing). 9 (2) (a) Any carrier or subsidiary which proposes to 10 enter into or effect a transaction which is prohibited by 11 paragraph (1) of this section unless the Commission ap12 prove such transaction, shall file an application for approval 13 of such transaction with the Commission. Within a reason14 able time after the filing of such application, and after inves15 tigation of the purposes and uses of the proposed transaction, 16 the Commission shall issue an order approving, or, after 17 notice and opportunity for hearing, denying or otherwise dis18 posing of, such application. The Commission shall approve 19 such a transaction by a carrier, or such a transaction by a 20 noncarrier subsidiary in securities issued, assumed, or guar21 anteed by a carrier, if, but only if, it finds that such trans22 action constitutes a proper use of the funds, assets or credit 23 of the carrier or sibsidiary, and will be compatible with 24 the public interest, and that the terms and conditions of the 25 proposed transaction are fair and reasonable, and shall (Page 19) 1 approve such a transaction by a noncarrier subsidiary 2 (other than a transaction in securities issued, assumed, or 3 guaranteed by a carrier) if, but only if, it finds that such 4 transaction is compatible with the public interest in trans5 portation, will not adversely affect the carrier or carriers 6 in control of such subsidiary, and will not impair the ability 7 of such carrier or carriers to perform their service to the 8 public. 9 “(b) The provisions of paragraphs (3)

and (4) 10 of section 20a shall apply to applications under this para11 graph (2). 12 (3) (a) The provisions of paragraphs (1), and (2) of 13 this section shall not apply to any acquisition which has been 14 authorized by the Commission under any other provisions of 15 this Act, and shall not prohibit a carrier or subsidiary from 16 investing its funds in obligations of, or guaranteed by, the 17 United States of America, or such other obligations as are 18 permissible for investment by savings banks and trustees 19 under the laws of any State in which the carrier is incor20 porated, or in which the principal operating or executive 21 office of the carrier is located. 22 "(b) The provisions of paragraphs (1) and (2) of this 23 section shall not prohibit any carrier or wholly owned sub24 sidiary of such carrier from using its funds or assets for the 25 payment, retirement, or purchase of (i) the lawful obliga

(Page 20 1 tions issued, assumed, or guaranteed by, or which are a lien 2 upon properties of, such carrier existing on the effective date 3 of this section or thereafter lawfully incurred, or (ii) securi4 ties issued or guaranteed, or obligations assumed by, or which 5 are a lien upon properties of, another carrier operated by 6 such carrier, or in respect of which securities such carrier 7 is lawfully obligated or liable as lessor, lessee, guarantor, 8 endorser, surety, or otherwise, or (iii) securities issued by 9 or which are a lien upon properties of a company operated or 10 owned or used by such carrier and one or more other car11 riers as a joint facility, or (iv) securities issued or guaranteed, 12 or obligations assumed, by another subsidiary of such carrier 13 if, at the time of such acquisition, 95 per centum or more of 14 its outstanding voting securities are owned by such carrier or 15 by a wholly owned subsidiary of such carrier, or by both. 16 As used in this paragraph, the term "wholly owned subsidiary' 17 means a subsidiary all of whose outstanding voting securities 18 (exclusive of directors' qualifying shares) are owned by a 19 carrier or by a company which is a wholly owned subsidiary 20 by virtue of this sentence, or by both. Nor shall such pro21 visions prohibit any subsidiary (whether or not a carrier) 22 from using its own funds or assets (but not funds, assets, or 23 credit furnished or supplied to such subsidiary, directly or 24 indirectly, by any means or device whatsoever, a carrier 25 which controls such subsidiary) for the payment, retirement, (Page 21) 1 or purchase of its lawful obligations existing on the effective 2 date of this section or thereafter lawfully incurred. 3 "(c) The provisions of paragraphs (1) and (2) of this 4 section shall not prohibit any carrier or subsidiary from exer5 cising conversion privileges or subscription rights with respect 6 to securities lawfülly acquired, nor from acquiring securities 7 in exchange for lawfully acquired securities in merger, consol8 idation, or reorganization proceedings, nor from receiving 9 obligations issued for the purpose of extending, renewing, or 10 refunding obligations held at the effective date of this section 11 or lawfully acquired thereafter, nor from acquiring obligations 12 secured by purchase money liens upon the sale of real prop13 erty, nor from receiving securities in whole or partial satisfac14 tion of lawful claims in bankruptcy or insolvency proceedings, 15 nor shall such provisions prohibit any carrier, or subsidiary 16 which is engaged (wholly or partially) in a commercial or 17 industrial or other nontransportation enterprise, from accept18 ing notes (other than notes issued by a carrier or secured by 19 securities issued, assumed, or guaranteed by a carrier) in the 20 ordinary course of business of such enterprise for property sold 21 or services (other than transportation services) rendered on 22 credit. 23 (4) Within ten days after the incurring or entering 24 into of any obligation, contract, or agreement which is con25 ditional upon approval by the Commission under paragraph

(Page 22) 1 (2) of this section, and within such period as the Commis2 sion may prescribe after the expenditure of any funds, the 3 transfer of anything of value, the making or guaranteeing of 4 any loan, the acquisition of any securities, or the incurring 5 or entering into of any obligation, agreement, or contract to 6 acquire any securities, by any carrier or subsidiary, as 7 authorized by an order of the Commission under paragraph 8 (2) of this section, such carrier or subsidiary shall file with 9 the Commission a certificate of notification to that effect 10 setting forth therein all such facts as may be required by the 11 Commission. 12 "(5) Any director, officer, attorney, employee, or agent 13 of a carrier or subsidiary who knowingly assents to or par14 ticipates in any expenditure of funds, transfer of any thing 15 of value, making or guaranteeing of any loan, acquisition 16 of securities, or the incurring or entering into of any obliga17 tion, contract, or agreement to acquire securities, contrary 18 to the provisions of this section, shall be subject to the penal19 ties provided in paragraph (11) of section 20a."

(COMMITTEE PRINT]

JULY 27, 1939

S. 2903

(Comparative Print of Amendments of Interstate Commerce Act;

i. e., Paragraph (3) of Section 1; Paragraph (17) of Section 5 1; Paragraph (1) of Section 12; Paragraphs (1) to (7) of Section 20; Paragraphs (13) and (14) of Section 20a; and Section 20b of the Interstate Commerce Act)

Matter in italics is new; [matter] in brackets is old matter omitted; all other matter is old matter retained.

1

PARAQRAPE (3), SECTION 1, INTERSTATE COMMERCE ACT

2 (3) (a) The term "common carrier" as used in this 3 part shall include all pipe-line companies; express companies; 4 sleeping-car companies; and all persons, natural or artifi5 cial, engaged in such transportation as aforesaid as common 6 carriers for hire. Wherever the word "carrier" is used in 7 this part it shall be held to mean "common carrier". The 8 term “railroad” as used in this part shall include all bridges, 9 car floats, lighters, and ferries used by or operated in con10 nection with any railroad, and also all the road in use by 11 any common carrier operating a railroad, whether owned

1 Paragraph (18) of section 5 having been repealed in 1934, S. 2903 renumbers paragraphs (19), (20), and (21) as paragraphs (18), (19), and (20) with no other change.

(Page 2)

1 or operated under a contract, agreement, or lease, and also 2 all switches, spurs, tracks, terminals, and terminal facilities 3 of every kind used or necessary in the transportation of the 4 persons or property designated herein, including all freight 5 depots, yards, and grounds, used or necessary in the trans6 portation or delivery of any such property. 7 The term “transportation” as used in this part shall 8 include locomotives, cars, and other vehicles, vessels, and 9 all instrumentalities and facilities of shipment or carriage, 10 irrespective of ownership or of any contract, express or im11 plied, for the rise thereof, and all services in connection with 12 the receipt, delivery, elevation, and transfer in transit, ven13 tilation, refrigeration or icing, storage, and handling of prop14 erty transported. 15 (b). The term personas used in this part means an 16 individual or a company. 17 (c) The term "company'' as used in this part means 18 a corporation, partnership, association, joint-stock company19 business trust, organized group of persons, whether incor20 porated or not; or any receiver, trustee, or liquidating agent 21 of any of the foregoing in his capacity as such. 22 (d) The term "subsidiaryas used in this part means23

(A) a company 10 per centum or more of the out24 standing voting securities of which are directly or indi25 rectly held with power to rote, owned, or controlled, by

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or

5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21

(Page 3) one or more carriers, by one or more companies which are subsidiaries by virtue of this subparagraph (d), or by one or more such companies and one or more carriers, unless the Commission, as rovided in subparagraph (9), by order determines such company not to be a subsidiary;

(B) a company which the Commission, after notice and opportunity for hearing, by order finds to be controlled (directly or indirectly, by stock ownership, lease, agreement, or voting trust, by common officers, directors, or stockholders, by reason of circumstances surrounding organization or operation, or by any method whatsoever) by one or more carriers, by one or more companies which are subsidiaries by virtue of this subparagraph (d), by one or more such companies and one or more carriers, or by any other person or persons having such control under any indenture, trust, or other agreement or arrangement with, or by means of the assets of, one or more such companies or carriers.

The Commission shall, upon application, revoke an order finding a company to be a subsidiary under clause (B) if, after notice and opportunity for hearing, it finds that such company has ceased to be a subsidiary. The Commission may require any company whose status as a subsidiary or nonsubsidiary is being determined to furnish such information as the

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(Page 4)

means

a

or

1 Commission deems necessary in order to make such 2 determination. 3 (e) The term "controlling person" as used in this part 4 5

(A) person which directly or indirectly holds 6 with power to vote, owns, or controls, 10 per centum 7 or more of the outstanding voting securities of a carrier 8 or of a person which is a controlling person by virtue 9 of this subparagraph (e); or 10

(B) a person which controls, directly or indirectly, 11 alone or pursuant to an arrangement or understanding 12 with one

more other persons, by stock ownership, lease, agreement, or voting trust, by common officers, 14 directors, or stockholders, by reason of circumstances 15 surrounding organization or operation, or by any method 16 whatsoever, a carrier or a person which is a control17 ling person within the meaning of this subparagraph (e).

(f) The term "affiliate" as used in section 20 of this 19 part means 20

(A) a company 10 per centum or more of the out21 standing voting securities of which are directly or 22 indirectly held with power to vote, owned, or controlled, 23 by one or more controlling persons, by one or more per

sons which are affiliates by virtue of this subparagraph

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