IN RE AMERICAN & FOREIGN POWER CO.

80 F. Supp. 514 (1948) | Cited 0 times | D. Maine | September 21, 1948

This is a proceeding brought before this Court by the Securities and Exchange Commission 1" to secure the approval and enforcement of the terms of a plan of simplification and reorganization of American and Foreign Power Company, Inc., 2" under Section 11(e) of the Public Utility Holding Company Act of 1935. 3" Foreign Power is a Maine corporation, organized and controlled by Electric Bond and Share Company. 4" It is in its own right a holding company, with operating subsidiaries in the utilities field in thirteen Latin American and Oriental countries, serving approximately 1100 communities and 1,800,000 customers. 5" Its total book assets as of December 31, 1946, were $ 519,903,517. 6"

Its present capital structure is a complicated one and consists of the five following main classes of securities: $ 30,000,000 of 3% serial notes, wholly owned by Bond and Share; $ 50,000,000 of 5% Gold Debentures, wholly owned by public security holders; approximately 866,000 shares of $ 7 and $ 6 first preferred stock, very largely held by the public, these stocks being entitled to cumulative annual dividends of $ 7 and $ 6 a share, a liquidation asset preference of $ 100 a share and accumulated dividends and redemption at $ 110 a share and accumulated dividends; approximately 1,570,000 shares of second preferred stock, of which about 84% is held by Bond and Share and 16% is publicly held, this stock being entitled, after satisfaction of the rights of the first preferred, to $ 7 cumulative annual dividends, a liquidation asset preference of $ 100 a share and accumulated dividends, and redemption at $ 105 a share and accumulated dividends; approximately 2,193,000 shares of no par value common stock 40% held by Bond and Share, and 60% held by the public. Despite Bond and Share's minority holding of common stock, it has been regularly able to case the majority of votes at Foreign Power meetings and control its administration. Only the common stock enjoys voting privileges. As of December 31, 1946, the dividend arrearages on the several preferred stocks were as follows: Stock Total Per Share $ 7 preferred $ 35,289,957 $ 73.675$ 6 preferred 24,440,556 63.15Second preferred 292,322,396 113.75

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