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The Troy Union Railroad Company (undivided two-thirds interest).

Wilkes-Barre Connecting Railroad Company (undivided one-half interest).*+ [As modified July 13, 1932, 185 I.C.C. 426]

PART 52 RAILROAD CONSOLIDATION PROCEDURE

Sec.

Sec. 52.1 Adoption of special instructions. 52.3 Required exhibits.

Applications to consolidate, merge, 52.4 Form and style. purchase, operate, or control rail- 52.5 Procedure.

ways; procedure. 52.2 Contents of application.

Section 52.1 Adoption of special instructions. The Commission has adopted the following special instructions in this part governing certain proceedings under section 5 of the Act, as amended.**** [Introduction]

**$$ 52.1 to 52.5, inclusive, issued under the authority contained in sec. 5, 24 Stat. 380, sec. 202, 48 Stat. 217; 49 U.S.C. 5 (4).

#The source of $8 52,1 to 52.5, inclusive, is Applications to consolidate, merge, purchase, operate, or control railways Procedure, Interstate Commerce Commission, Apr. 9, 1934.

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APPLICATIONS TO CONSOLIDATE, MERGE, PURCHASE, OPERATE, OR CONTROL

RAILWAYS; PROCEDURE 52.2 Contents of application. Applications for approval and authorization, under section 5 of the Act, of consolidation, merger, purchase, lease, or contract for operation, acquisition by a common carrier or carriers of control of another common carrier or carriers through stock purchase, or acquisition by a corporation which is not a carrier, of control through stock ownership of two or more carriers or another carrier in addition to a carrier or carriers already controlled, shall set forth, in the order indicated, the following information:

(a) The exact corporate name of each applicant.

(b) Whether applicants are carriers by railroad subject to the Act.

(c) The name, title, and post-office address of the officers to whom correspondence in regard to the application should be addressed.

(d) The Government, State or Territory under the laws of which each applicant or carrier was organized. If a carrier incorporated under the laws of, or authorized to operate in, more than one State, all pertinent facts should be stated.

(e). Whether the property involved in the proposed transaction includes entire railway properties. If not, state definitely the extent of the property included.

(f) The States in which properties of each carrier are situated.

(g) The measure of control or ownership, if any, now exercised by any of the applicants over any carrier corporation subject to the Act, or its properties.

(h) In a proposed consolidation or merger, the name of the consolidated or merged company and the capitalization proposed thereFor source citation, see note to 8 51.1.

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for, and, separately, the amounts and character of capital stock and of other securities proposed to be issued.

(i) The manner in which the properties or control are to be acquired; the consideration, in money and otherwise, to be paid by each applicant; the market value of any securities acquired, or, if there be no ascertainable market value, the estimated value, giving the basis of the estimate; with copies attached of any contract or contracts, or other written instrument or instruments, entered into between the applicants or carriers, or any of them, with respect to any of the railway properties involved in the proposed transaction.

(j) Value of each of the properties which are proposed to be consolidtted or merged, as found by the Commission, and separately, the net cost of additions and betterments made after the date of valuation.

(k) Copy attached of income account of each applicant or carrier for each of the preceding 5 calendar years, and for the months of the current year for which the figures are available, and of the latest profit and loss account and general balance sheet of each applicant or carrier, including, in proposed consolidation or merger, a balance sheet, actual or theoretical, of the proposed consolidated company.

(1) Statement of main-line mileage, termini, and, separately, the branch-line mileage, of each of the carrier properties involved, giving the principal points of interchange.

(m) Statement of action by stockholders or directors of each applicant or carrier approving the making and filing of the application, giving date and place of meeting.

(n) Whether there are any intercorporate relations, through holding companies, ownership of securities, or otherwise, between the applicants, or the carriers, involved, or any of them, or between any of the applicants or the carriers involved and other carriers, at the time of making the application, and, if so, the nature and extent of such relations.

(0) Whether the applicants or the carriers involved have officers or directors in common, and, if so, a reference to the Commission's order or orders authorizing the holding of such positions in common, with the names of such officers or directors and their position in each corporation.

(p) Reference to the portion or portions of the Commission's report in Consolidation of Railroads, 159 I.C.C. 522, or reports supplementary thereto, Part 51, applicable to the proposed transaction, with supporting statement to show that the proposed transaction is in harmony with and in furtherance of the plan of consolidation in said report or in any amendment thereof. If the proposed transaction is not in harmony with and in furtherance of said plan of consolidation, the applicants shall move to amend the Commission's consolidation plan accordingly.

(9) Reasons, in general, why the proposed transaction will promote the public interest. (Full details to be reserved for presentation at the hearing.)

(r) Whether and to what extent the lines of the carrier to be purchased, leased, operated or controlled, parallel or compete with

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the lines of the applicant, if a carrier. If the lines in question or any part thereof have been held by formal decision to be competing lines, give reference to the record in which the decision of the court or regulatory body may be found, and also to any reported decisions in the matter.

(s) If applicant corporation is not a carrier, the following additional information:

(1) Names and addresses of the applicant's directors and principal officers.

(2) Applicant's charter powers. (A copy of the applicant's charter, with amendments to date of the application, should be filed therewith, but the application should quote the charter provisions defining the applicant's powers.)

(3) Character of the applicant's business. (General statement only, reserving details for the hearing, at which the applicant should be prepared to give full information, particularly of its present or prospective activities that have, or may have, a relation to transportation subject to the Interstate Commerce Act or facilities used therein.)

(4) Whether or not the applicant is controlled by any other corporation or corporations, and, if such control is held, state the name of the controlling corporation or corporations, the form of control, whether sole or joint, direct, or indirect, and its extent.

(5) The amount of the applicant's outstanding capital stock, by classes, and in connection therewith the par value of each share, its voting rights, if any, the total number of stockholders, of record, and the voting power of all security holders.

(6) Names and addresses of the 20 security holders of the applicant who, at the date of the applicant's latest information, had the highest voting powers in the applicant, with the number of votes to which each was entitled.

(7) The applicant's holdings of securities of carrier corporations engaged in interstate commerce, giving the names of corporations, description of securities, and the par value of each class of securities held.* F [Par. a]

52.3 Required exhibits. There shall be filed with the original application and as part thereof, but not with copies, the following exhibits:

(a) Charter; articles of incorporation; by-laws. One copy each of the charter or articles of incorporation, and the by-laws and amendments thereof, of each applicant or carrier, duly certified by the proper public officer. If any of such copies have been filed with the Commission in connection with any other finance application, the filing of additional copies is not required; in lieu thereof, thé applicant should refer to the finance docket in which such copies were filed.

(b) Resolutions; opinions. One copy of each of the following:

(1) Resolutions of the stockholders or directors of each of the applicants approving the proposed transaction, and the making of an application to the Commission for its approval and authorization of such proposed transaction; such resolutions to be attested by the secretary or assistant secretary of each of the respective applicants or carriers, and to be accompanied by sufficient transcripts of the minutes of meetings of the stockholders or directors of said applicants or carriers to show the number of votes cast for and against said resolutions.

**For statutory and source citations, see note to 8 52.1.

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(2) Resolutions of the stockholders or directors of each applicant, attested by its secretary or assistant secretary, authorizing an executive officer, designated by name and title, to verify and file the application.

(3) Opinions of counsel of the applicants or carriers that the proposed consolidation or merger, purchase, lease, operation, or acquisition of control is within the corporate powers of each applicant or carrier involved.

(c) Key map. A general or key map, indicating correctly, in separate colors, on a suitable scale, preferably not smaller than 20 miles to the inch, the line or lines of each carrier involved, and distinguishing such parts of them as are included in the proposed transaction in their true relation to each other, showing short-line connections and, in general, other rail lines and the principal geographic points of the region traversed. Whenever possible, this map should not be over 30 inches in its largest dimension. There shall also be furnished with the original application, but not incorporated therein, one copy of the map on tracing linen.** [Par. b]

52.4 Form and style. The application and exhibits shall conform with $ 1.21 (a)-(c).*+ [Par. c]

52.5 Procedure. The submission of such application shall be governed by the following procedure:

(a) Subscription and verification of application. The original application shall be signed by an executive officer of each applicant, having knowledge of the matters therein set forth, shall be verified under oath, and shall show, among other things, that the affiant is duly authorized by the applicant in question to verify and file the application.

(b) Number of copies; completeness. The original application and 20 copies, for the use of the Commission, and 2 additional copies for each State in which is situated any part of the railroad properties involved in the proposal under consideration, shall be filed with the Secretary of the Commission, Washington, D. C. Each copy shall bear the dates and signatures that appear in the original and shall be complete in itself; the signatures in the copies may be stamped or typed and the notarial seal may be omitted.

(c) Notice to States. Upon receipt of the application the Commission will serve notice thereof on, and file a copy thereof with, the governor and the public-service commission of each State in which any part of the properties involved in the proposed transaction is situated, and will order a hearing upon the application, giving notice thereof to the applicants, to the carriers, to the State authorities of each State in which any part of the properties of the carriers involved in the proposed transaction is situated, and to the public.* [Par. d]

**For statutory and source citations, see note to g 52.1. **For statutory and source citations, see note to $ 53.1.

PART 53—INTERLOCKING OFFICERS

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Sec.

Sec. 53.1 Effective period.

53.7 Subscription and verification of 53.2 Meaning of term “carrier."

application. 53.3 Application of regulations.

53.8 Number of copies ; form and style. 53.4 Order of authorization.

53.9 General authority. 53.5 Application for order.

53.10 Supersedure. 53.6 Contents of application.

53.11 Service. Section 53.1 Effective period. The regulations in this part are hereby prescribed to be effective until the further order of the Commission.*+ [Introduction]

*88 53.1 to 53.11, inclusive, issued under the authority contained in sec. 439, 41 Stat. 494; 49 U.S.C. 20a (12).

*The source of 88 53.1 to 53.11, inclusive, is In the matter of regulations governing applications to hold the positions of officer or director of more than one carrier, Interstate Commerce Commission, Dec. 1, 1931.

53.2 Meaning of term “carrier.” The term "carrier" is used in this part as it is defined in section 20a (1) of the Interstate Commerce Act.*+ [Par. a)

53.3 Application of regulations. The regulations in this part apply to any person authorized by or undertaking for each of two or more carriers to perform the duties, or any of the duties, ordinarily performed by a director, president, vice president, secretary, treasurer, general counsel, general solicitor, general attorney, comptroller, general auditor, general manager, freight traffic manager, passenger traffic manager, chief engineer, general superintendent, general land and tax agent, or chief purchasing agent of a carrier.*f [Par. b]

53.4 Order of authorization. An order of authorization will be granted only upon application therefor as hereinafter provided in this part.*+ [Par. c]

53.5 Application for order. An application for such an order may be made by any person in his own behalf.*+ [Par. d]

53.6 Contents of application. Each application shall state the following:

(a) The full name, occupation, business address, place of residence, and post-office address of the applicant.

(b) A specification of every carrier of which the applicant holds stock, bonds, or notes, individually, as trustee, or otherwise; and the amount of and accurately describe the securities, owned or held by him, of each carrier for which he seeks authority to act. Whenever it is contemplated that the applicant will represent on the board of directors of any carrier securities other than those owned by him, the application shall describe such securities, state the character of representation, the name of the beneficial owner or owners, and the general nature of the business conducted by such owner or owners.

(c) Each and every position with any carrier

Which is held by the applicant at the time of the application; and which he seeks authority to hold, together with the date and manner of his election or appointment thereto and, if he has entered upon the performance of his duties in any such position, the nature of

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