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the duties so performed and the date when he first entered upon their performance. (An order authorizing a person to hold the position of director of a carrier will be construed as sufficient to authorize him to serve also as chairman of its board of directors or as a member or chairman of any committee or committees of such board; and, therefore, when authority is sought to hold the position of director, the applicant need not request authority to serve in any of such other capacities.)

(d) As to each carrier covered by the requested authorization, whether it is an operating carrier, a lessor company, or any other corporation organized for the purpose of engaging in transportation by railroad subject to the Act. If any such carrier neither operates nor owns any railroad, transportation by which is subject to the Act, there shall be filed with the application, as a part thereof, a copy of such carrier's charter or certificate or articles of incorporation, with amendments to date. When such copy has once been filed with the commission, reference thereto, with amendments, if any, will suffice.

(e) Thereafter a full statement of pertinent facts relative to any carrier which does not make annual reports to the commission, authorization for a position with which is sought.

(f) Full information as to the relationship, operating, financial, competitive, or otherwise, existing between the carriers covered by the requested authorization.

(g) Specify every corporation-industrial, financial, or miscellaneous-of which the applicant is an officer or director, and the general character of the business conducted by such corporation.

(h) The reasons, fully, why the granting of the authority sought will not affect adversely either public or private interests.

(i) Whether or not any other application for authority has been made in behalf of the applicant and, if so, shall show the date and finance docket number thereof, by whom made, and the action thereon, if any.

(j) When application has been made in behalf of any person, a subsequent application by him need not repeat any statement con tained in the previous application but may incorporate the same by appropriate reference.** [Par. e]

53.7 Subscription and verification of application. The original application shall be signed by the individual applicant, and shall be verified under oath in substantially the following form: State of ---

} County of make-- oath and say-- that

hold.- no position as officer or director of any carrier or other corporation except as indicated in the foregoing application, and that all of the statements contained therein are true and correct to the best of knowledge and belief.

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(Signature of applicant)

in and for the day of

193--.

Subscribed and sworn to before me, a. State and county above named, this

(SEAL] My commission expires_*+ [Par, f]

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**For statutory and source citations, see note to 53.1. **For statutory and source citations, see note to § 53.1.

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53.8 Number of copies; form and style. The original application and six copies thereof shall be filed with the commission. Each copy shall bear the dates and signatures that appear on the original and shall be complete in itself, but the signatures in the copies may be stamped or typed and the notarial seal may be omitted. The application shall be submitted in typewritten or printed form, on paper not more than 81/2 inches wide and not more than 12 inches long, with a left-hand margin of 142 inches, and if typewritten, the impression must be on only one side of the paper, and must be double spaced.** [Par. g]

53.9 General authority. Any person, who has been or shall hereafter be authorized to hold positions with a carrier or with a company or companies subsidiary thereto or affiliated therewith, may include in any application made by him pursuant to the foregoing regulations in this part a request for an order authorizing him to hold generally, in addition to the positions so specifically authorized, a directorship or any office or offices with the first-mentioned carrier and all companies subsidiary thereto or affiliated therewith, or the properties of which are operated or used by the carrier, either separately or jointly, with other carriers. Like general authority may be applied for by the first-mentioned carrier in behalf of any person or persons to whom such specific authority has heretofore been granted; Provided, That such general authority may not be applied for by such carrier when the person for whom authority is desired holds a position or positions with any carrier or carriers not subsidiary to or not affiliated with the first-mentioned carrier, or the properties of which are not operated or used by the first-mentioned carrier, either separately or jointly with other carriers. Every carrier application shall be verified by an executive officer having knowledge of the facts.** [Par. h]

53.10 Supersedure. This order (this part) shall supersede the order of the Commission of June 19, 1922, in this matter.*1 [Unnumbered par.] 53.11 Service. A copy of this order (this part) shall be served

A upon each common carrier by railroad subject to the Interstate Commerce Act.*+ [Unnumbered par.]

PART 56-ISSUANCE OF SECURITIES BY CARRIERS

Sec.

Sec. 56.1 Application and filing.

56.7 Certificate of notification of se56.2 Stock and securities issuance.

curities sold or pledged. 56.3 Contents of application.

56.8 Certificate of notification of issue 56.4 Exhibits.

of notes. 56.5 Form and style.

56.9 Periodical reports. 56.6 Procedure of execution, Aling, 56.10 Supersedure.

and disposition.

CROSS REFERENCE

Regulations of the Securities and Exchange Commission: See Commodity and

Securities Exchanges, 17 CFR Chapter II.

Section 56.1 Application and filing. Carriers subject to section 20a of the Interstate Commerce Act,

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a

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Seeking approval to nominally issue securities; or proposing

To sell, pledge, repledge, or otherwise dispose of securities nominally or conditionally issued, or assumed; or

(c) To actually issue securities; or

(d) To assume any obligation or liability as lessor, lessee, guarantor, indorser, surety, or otherwise in respect of the securities of any other person, natural or artificial; shall make application to the commission for authority, and such application shall be filed sufficiently in advance of the date of the proposed issue or assumption to give the commission reasonable time, not less than 30 days, for the notices and investigations required by law.**

*$8 56.1 to 56.10, inclusive, issued under the authority contained in sec. 439, 41 Stat. 494 ; 49 U.S.C. 20 (a).

iIn 56.1 to 56.10, inclu the numbers to the right of the decimal point correspond with the respective paragraph numbers (I to X) in Instructions to carriers in relation to the issuance of securities, Interstate Commerce Commission, Feb. 19, 1927.

56.2 Stock and securities issuance. For the purposes of the regulations in this part

(a) Capital stock is considered to be nominally issued, when certificates are signed and sealed and placed with the proper officer of the carrier for sale and delivery.

(b) Funded-debt securities are considered to be nominally issued when certified by trustees and placed with the proper officer of the carrier for sale and delivery.

(c) "Securities," as that term is defined in said section 20a, are considered to be

(1) Conditionally issued, when pledged or otherwise placed in some special fund of the obligor or issuing carrier.

(2) Actually issued, when they have been sold to a bona fide purchaser for a valuable consideration.**

56.3 Contents of application. Applications shall show, in the order indicated, the following:

(a) Exact corporate name of applicant.

(b). The names, titles, and post-office addresses of the applicant's president, secretary, principal attorney, and executive officer by whom the application is signed, verified, and filed on behalf of the applicant.

(c) Under the laws of what Government, State, or Territory applicant was organized and received its present charter. If applicant holds charters from, or is incorporated under, the laws of several States, or is authorized to do business in States other than in that by which created, all the pertinent facts should be given.

(d) The name of each State in which the applicant carrier operates or proposes to operate.

(e) The nature of the application and the purposes and uses of the proposed issue and the proceeds thereof, or of the proposed assumption of obligation or liability in respect of the securities of any other person, natural or artificial. The statement should be con

( densed, details being required under § 56.4, beginning at paragraph (i) thereof.)

**For statutory and source citations, see note to 8 56.1. **For statutory and source citations, see note to $ 56.1.

(f) The facts relied upon by applicant to show that the proposed issue or assumption

(1) Is for some lawful object within its corporate purposes, and compatible with the public interest, which is necessary or appropriate for or consistent with the proper performance by the carrier of service to the public as a common carrier, and which will not impair its ability to perform that service, and

(2) Is reasonably necessary and appropriate for such purpose.

(g) At what price or prices, rate or rates, and upon what terms or conditions the securities are proposed to be sold or disposed of.

(h) How and by whom, or through whom, the securities are proposed to be issued, with details of all contracts, underwritings, and other arrangements made or proposed to be made in connection with the issue. +

56.4 Exhibits. There shall be filed with each original application, and with each copy, as a part thereof, the following exhibits:

(a) A copy of the applicant's charter or articles of incorporation, with amendments to date, attested by proper public authority, except that when such copy has been once filed with an application, reference thereto, with subsequent amendments, if any, also attested by proper public authority, will suffice.

(b) A copy of the applicant's by-laws, with amendments to date, authenticated by a proper executive officer of the applicant, except that when such copy has been once filed with an application, reference thereto, with subsequent amendments, if any, authenticated by a proper executive officer of the applicant, will suffice.

(c) Copies of all resolutions of directors authorizing the issue or assumption in respect of which the application is made, authenticated by a proper executive officer of the applicant, and if the charter or by-laws require approval by the stockholders, copies of the resolutions of the stockholders should be furnished.

(d) A copy of resolutions of stockholders or board of directors, or duly authorized committee thereof, authenticated by a proper executive officer of the applicant, designating by name and for that purpose the executive officer by whom the application is signed, verified, and filed on behalf of the applicant.

(e) Opinion of counsel that the issue or assumption in respect of which the application is made meets the requirements of law as set forth in $ 56.3 (f), and will be legally authorized and valid if approved by the commission, with specific reference to any specially pertinent provisions of charter or articles of incorporation.

(f) A map of the applicant's existing railroad and a map and profile of the line or lines to be constructed, if any.

(g) Specimens, or forms where specimens are not available, of all securities in respect of which the application is made.

(h) In case of the issue or assumption of bonds or other evidences of indebtedness, a copy of the mortgage or indenture by which secured or proposed to be secured, except that when such copy

has been once filed with an application reference thereto with amendments if any, will suffice for subsequent applications.

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(i) A verified copy of applicant's general balance sheet as of the latest practicable date.

(j) If the application is with respect to the acquisition of property other than equipment, a statement showing:

(1) The name and post-office address of the owner or vendor of the property to be acquired.

(2) A general description as to character and size of the property and its location, accompanied by a general map and profile or by a general plan, as may be appropriate.

(3) The agreed or estimated purchase price, and the full terms of the contract, if any has been made, for such acquisition.

(4) Such other information or data as may be necessary for a determination of the reasonableness of the agreed or estimated purchase price.

(5) The account or accounts of the Commission's effective classifications of accounts in which the cost of such property would be properly classified.

(k) if the application is with respect to the acquisition of equipment, a statement showing:

(1) The name and post-office address of the owner or vendor of the equipment to be acquired, the name of builder, and the unit prices paid or to be paid; whether the equipment was purchased through competitive bidding; and, if the unit prices shown are not the lowest bids received, the reason for accepting a higher bid.

(2) A general description of the equipment showing

For steam locomotives: Service type (passenger, freight, or switch), kind of fuel used, Whyte symbols, cylinder size (diameter and stroke), whether saturated or superheated, total light weight of engine and tender, and list of any special devices contributing materi. ally to cost, such as stokers, feed water heaters, etc.

For other locomotives: Kind, drive (geared, rod, etc.), number of units coupled, total light weight (type of current, voltage if electric, and maximum sustained tractive effort), and a list of special devices contributing materially to cost.

For freight-train cars: Service type (box, gondola, stock, flat, etc.), kind of body and underframe (steel, wood, or composite), capacity, length (over end sills), trucks (kind).

For refrigerator car, furnish one complete set of drawings and specifications.

If motor equipped, state kind of motor equipment used and builder; if electric, give also horsepower of motor, type of current, and voltage used; if gasoline or oil driven, give number and size of cylinders (diameter and stroke).

For passenger-train cars : Service type (coach, baggage, postal, etc.), capacity in passengers or pounds, kinds of vestibules, kind of lighting, kind of body and underframe (wood, steel, or composite), kinds of trucks, and a list of special devices contributing materially to cost.

If motor equipped, state kind of motor equipment used and builder; if electric, give also horsepower of motor, type of current, and voltage used; if gasoline or oil driven, give number and size of cylinders (diameter and stroke).

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