(a) Capital stock (par value). (b) Long-term debt (par value). (c) Securities not included above, including securities without par value at fair market values as of date of issue, but excluding short-term notes__ (d) Total of (a) through (c). (e) Five (5) percentum of (d) (f) Short-term notes, including notes covered by this certificate (g) If short-term notes (f) exceeded limit within which notes could legally be issued (e), enter amount of over-issue (void notes). By- (Name of respondent) ОАТН $. that he is authorized by said respondent to execute and file with the Interstate Commerce Commission this certificate of notification and to verify the facts and statements contained in said certificate; that he has carefully examined all of such statements contained in the certificate; that he has knowledge of such matters set forth therein and that all such statements made and such matters set forth therein are true and correct to the best of his knowledge, information, and belief. Subscribed and sworn to before me, a in and for the State and county above named, this (Signature of affiant) day of (SEAL) My commission expires 19. GENERAL INSTRUCTIONS Use of Form BF-22. Certificates of notification required by paragraph (9) of section 20a of the Interstate Commerce Act, to be filed with the Commission within 10 days after the making of short-term notes within the limits within which such notes may be issued without authorization, shall be filed substantially in the form designated as Form BF-22. Definitions. The term "short-term notes" means notes maturing not more than two years after the date thereof. Limitations. The limits within which short-term notes may be issued without authorization are those specified in paragraph (9) of section 20a and in the proviso of section 214. Exemptions. Carriers or corporations within the exemptions provided in section 214 are not required to file certificates of notification under section 20a (9). Application of general rules and regulations. Before undertaking the preparation of the report, reference should be made to the rules and regulations governing the filing of applications and reports under sections 20a and 214, and list of forms, published in the Code of Federal Regulations as Title 49, Part 51. SPECIAL REPORT UNDER SECTION 20a (10), INTERSTATE COMMERCE ACT (Read General Instructions on page 3) INITIAL, INTERIM, OR FINAL (STATE WHICH) REPORT To the Interstate Commerce Commission, Washington, D.C.: The undersigned hereby certifies that, under the authorization in the aboveentitled proceeding (Name of respondent) has issued securities or assumed obligations or liability in respect of securities, as set forth below: 1. Total principal amount (and number of shares, if stock authorized).--2. Total disposed of to date: (a) Initial report (schedule) Intitial year (----) Intermediate years (----). Completion year (----). (d) Total and final report (schedule). 3. Balance not disposed of: (State whether authorization should be revoked). (Yes) (No). SCHEDULE Principal Description (or name) of securities issued or assumed. Give particulars pertinent to the securities issued or obligations or liability assumed, and the purposes of the issue or assumption and authority therefor, in form and detail required respecting securities issued or assumed, and changes therein, in schedules 218, 228 and 229 of railroad annual report Form A, schedules 670, 690, and 695 of railroad annual report Form C, or schedules 2300, 2330, 2360, 2700, 2700-A, 2700-B, 2710, 2710-A and 2710-B of motor carrier annual report Form A, identified by numbers and letters corresponding to the schedules and lettered columns used therein, as appropriate. that he is authorized by said respondent to execute and file with the Interstate Commerce Commission this report and to verify the facts and statements contained in said report and schedules attached; that he has carefully examined all of such statements contained in the report and schedules; that he has knowledge of such matters set forth therein and that all such statements made and such matters set forth therein are true and correct to the best of his knowledge, information, and belief. 1 The entries in the summary should be consistent with those in the indicated supporting schedule. GENERAL INSTRUCTIONS Use of Form BF-23. (a) Initial report. Within 30 days after the initial date of issue of any securities or assumption of any obligation or liability authorized under sections 20a or 214, a report showing the action taken under such authority shall be filed with the Commission in Form BF-23. (b) Interim report. Concurrently with any subsequent application for additional authority filed under sections 20a or 214 a report showing the action theretofore taken, and any balance previously authorized but not disposed of, shall be made in the same form. (c) Final report. Within 30 days after the completion of the issue or assumption, a final report shall be made in the same form. Such report may be made in lieu of the initial report within the 30-day period following the initial date of issue or assumption. Application of general rules and regulations. Before undertaking the preparation of the report, reference should be made to the rules and regulations governing the filing of applications and reports under section 20a, and list of forms, published in the Code of Federal Regulations as Title 49, Part 51. Question 19. What are your criteria for approving or designing a reorganization plan under the bankruptcy law? Answer. The criteria for approving or designing a reorganization plan under the Bankruptcy Act are set forth therein. In general, a hearing is held at which time the views of all interested parties are obtained including witnesses representing the public, such as State and local governments, labor representatives, as well as shippers, creditors and stockholders. Each railroad in reorganization has certain problems unique to itself. The plan of reorganization approved by the Commission is of course subject to approval of the reorganization court. The main objective is to preserve essential public service by bringing about the emergence of a healthy and viable railroad. Historically, railroad bankruptcies have been the result of overcapitalization, which in most instances could be overcome by reducing the debt structure to manageable proportions. However, there have been instances in recent years where railroads in reorganization were unable to cover operating expenses, in which case reorganization plans in the traditional manner were not feasible. One such situation was the New Haven which had reached a point where the reorganization court indicated it would have to consider ceasing operations and liquidating the assets for lack of operating funds. The Commission sought to avoid that contingency by requiring the inclusion of the New Haven in the Penn Central as a condition of the merger of the latter. In the absence of such a merger application the Commission lacks authority to compel an arrangement of this nature. In 1956, for instance, no feasible plan could be worked out for the reorganization of the New York, Ontario & Western Railroad, the trustee was dismissed by the court, and a receiver was appointed who proceeded to dissolve that carrier and sell its assets. In such instance, even the elimination of all debt would not permit the railroad to continue to function and the property rights of creditors cannot be entirely extinguished to cover operating costs when no possibility of a viable operation in the future is feasible. Question 20. Sec. 77(c) of the Bankruptcy Act requires ICC approval of trustees in the reorganization. What are your criteria for approval? Who would you reject! Answer. Attached is a copy of the Commission's regulations stipulating the type of information the Commission requires and deems necessary in considering the approval of trustees appointed by the reorganization court. In general, the Commission considers the parties' character, ability, qualifications and possible conflict of interests, if any. INTERSTATE COMMERCE COMMISSION, The Commission having exhausted its supply of copies of its orders dated October 23, 1935, and October 17, 1946, approving and prescribing special rules of procedure governing applications, under section 77 (p) of the Uniform Bank ruptcy Act, as amended, for authority to solicit, use, employ, or act under or pursuant to, proxies, authorizations, or deposit agreements, in or in connection with reorganization or receivership proceedings, and of its order of November 5, 1935, approving and prescribing special rules of procedure governing ratification, under section 77 (c) (1) of said Act, of appointment as trustee, it is deemed advisable to reproduce on attached sheets the full text of the abovementioned orders, comprising 49 CFR 58 (1949 Edition, Code of Federal Regulations). GEORGE W. LAIRD, PART 58-REORGANIZATION OF RAILROADS Acting Secretary. Authority to solicit. 58.7 58.8 58.9 Granting of order of authorization. Applicant desiring to act for more than one issue of securities. Contents of application. AUTHORITY: §§ 58.1 to 58.55 issued under sec. 12, 24 Stat. 383, as amended; 49 U.S.C. 12. Interpret or apply sec. 1, 47 Stat. 1474, as amended; 11 U.S.C. 205. SPECIAL RULES OF PROCEDURE SOURCE: 88 58.1 to 58.12 contained in regulations governing applications for authority to solicit, use, employ, or act under or pursuant to, proxies, authorizations, or deposit agreements, in or in connection with reorganization or receivership proceedings, ICC, Oct. 23, 1935, except as noted following section affected. § 58.1 "Person" and "railroad corporation." The terms "person" and "railroad corporation" are used in §§ 58.1-58.12 as they are defined in section 77 (m) of the Bankruptcy Act. § 58.2 "The debtor." The term "the debtor" as used in §§ 58.1-58.12 means any railroad corporation by or against which proceedings have been instituted and are pending under section 77 of the Bankruptcy Act, or against which receivership proceedings have been instituted and are pending in any State or Federal Court, being the proceedings in connection with which the applicant proposes to act. § 58.3 "The security." The term "the security" as used in §§ 58.1-58.12 means any security for which the applicant proposes to act or the deposit of which he expects to solicit and to which the application relates. $ 58.4 "Affiliated interests." The term "affiliated interests" as used in §§ 58.1-58.12 means any person (a) by which the person designated is employed; (b) of which he is an officer, director, trustee, stockholder, or partner: (c) in which he has a direct or indirect pecuniary interest; (d) which he controls, whether by stock ownership, lease, agency, or otherwise; or (e) by which he is controlled in any manner whatsoever. $58.5 "Connection." The term "connection" as used in §§ 58.1-58.12 means the prior or present relationships as employee, director, stockholder, trustee, partner, creditor, debtor, or attorney at law. § 58.6 Authority to solicit. Any person seeking authority (a) to solicit, or permit the use of his name to solicit, from any creditor or shareholder of a railroad corporation by or against which proceedings under section 77 of the Bankruptcy Act, or against which receivership proceedings have been instituted and are pending, any proxy, or authorization to represent or act for such creditor or stockholder in such proceedings or in any matters relating to such proceedings, or (b) to solicit the deposit by any such creditor or shareholder of his claim against or interest in such railroad corporation, or any instrument evidencing the same, under any agreement authorizing such representation or action for such depositor, or to act under such agreement, or (c) to use, employ, or act under or pursuant to any such proxy, authorization, or deposit agreement, which has been solicited or obtained prior to the institution of such proceedings, shall make application for authority, and such application shall, unless otherwise authorized by the Commission, be filed sufficiently in advance of the date of such proposed solicitation, use, employment, or action, to give the Commission reasonable time, not less than 30 days, for the consideration and hearing required by law. § 58.7 Granting of order of authorization. An order of authorization will be granted only upon application therefor as provided in §§ 58.1-58.12. § 58.8 Applicant desiring to act for more than one issue of securities. Where the applicant desires authority to act for more than one issue of securities, the information required in §§ 58.1-58.12 other than that required in § 58.9 (a), (b), (c), shall be supplied for each issue. § 58.9 Contents of application. Each applicant shall show, in the following order: (a) Full name and address of the applicant. (b) (1) If the application is by an individual who proposes to act as a member of a protective committee, partnership, association, or other unincorporated organization, the name and address of such committee, partnership, association, or organization, with date when he became a member. (2) If the application is by a protective committee, partnership, association, or other unincorporated organization, the names and addresses of the individual members thereof and of the secretary and counsel, if any, with date of organization, and dates when each individual became a member, or secretary, or counsel, designating which members, if any, are officers of the organization. (3) If the application is by a corporation or a joint-stock company, the names and addresses of the officers and directors of the applicant and the names and addresses of the 20 stockholders of the applicant who, at the date of the application, if known, or if not known, who at the date of the latest closing of the stock book or compilation of list of stockholders of the applicant (if within 1 year prior to the date of the application) had the highest voting powers in the applicant, together with names and addresses of counsel, if any, the date of incorporation, and the dates on which each officer and director was elected or appointed. (c) Principal occupations, for the last 10 years prior to the date of the application, of the applicant, if an individual, of each member, the secretary, and counsel, if the applicant is a committee, partnership, association, or other unincorporated organization, and of each officer, director, and principal stockholder (not more than 20) if applicant is a corporaton or joint-stock company. (d) Nature of the authority sought, i.e., whether to solicit, use, employ, or act under or pursuant to proxies or authorizations to represent any member or shareholder of the debtor, or to solicit the deposit by such member or stockholder of his claim against, or interest in, such debtor under a deposit agreement, or to act for depositors under such agreement. (e) Whether the applicant made such solicitation, or used, employed, or acted under or pursuant to, such proxies, authorizations, or deposit agreements prior to the date of the application. (f) (1) The name of the security. (2) Date of default, if any, in the security. (3) Principal amount or number of shares of the security presently outstanding. (g) (1) Name of the railroad corporation originally issuing the security. (2) Names of the person currently obligated to meet the principal and interest of the security. (3) Names of all parties involved in any controversy with respect to the obligation to meet the principal and interest of the security. |