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ing debt received by the Bureau on communication com- system must also report the identity of all: (1) AM, FM,
CATV system shall carry the signal of any television
broadcast station if the CATV system directly or indirectly 5. Enforcement and Effectiveness of Laws, Rules, and owns, operates, controls, or has an interest in (1) a national Regulations
television network or (2) certain types of television stations See Comptroller General's letter on p. 197.
which operate in the same area. This regulation will be
effective August 10, 1973, for CATV systems that had 6. Availability and Cost of Duplicating Information
ownership interests that were in existence on or before
July 1, 1970. If the ownership interests were acquired
3. Information on Officers and Directors 7. Proposals for New Legislation or Authority
The ownership section of FCC Form 325 requires that a Proposals for new legislation or authority for the CATV system list the names of all officers and directors Common Carrier Bureau is the same as under the Broad- and the amount of voting stock each owns, and disclose cast Bureau as presented on page 203.
the family relationships between the officers and directors.
In addition, all officers or directors of the reporting CATV
system must disclose the name of any corporation that
they are officers or directors of. They must also disclose FCC regulates cable television systems (CATV sys- any: (1) AM, FM, or television broadcast licensee or pertems) which redistribute by cable the transmissions of one
mittee; (2) cable television systems; (3) manufacturers of or more TV broadcast stations to private and commercial cable television equipment; (4) communications common subscribers. The authority for FCC to regulate CATV carrier; and (5) daily newspapers, of which they own 5 system is contained in Sections 2, 3, 4 (i) and (j), 301, 303,
percent or more of the voting stock. 307, 308, and 309 of the Communications Act of 1934, as amended (47 U.S.C. 152, 153, 154 (i) and (j), 301, 303, 4. Information on Long-Term and Short-Term Debt 307, 308, and 309). Pursuant to this authority, FCC regulations (47 CFR 76.11) requires each CATV system to The Bureau does not receive information as to longfile an application for a certificate to operate. Along with
term and short-term debt of CATV systems. the application, FCC regulations require that an annual report, FCC Form 325, be filed. FCC regulations (47 CFR 5. Enforcement and Effectiveness of Laws, Rules and Regu76.401) also requires that FCC Form 325 be filed by all
lations existing CATV systems annually.
See Comptroller General's letter on p. 197. The information received on the aforementioned applications and reports is discussed below in the same sequence 6. Availability and Cost of Information as the information requested in Senator Metcalf's letter of February 9, 1973, except for the evaluation of the enforce- The availability and cost of information in the Cable ment and effectiveness of the rules and regulations which Television Bureau is the same as in the Broadcast Bureau. will be covered in the Comptroller General's formal response to Senator Metcalf.:
7. Proposals for New Legislation or Authority 1. Information on Proprietary (Voting) Ownership
Proposals for new legislation or authority for the Cable
Television Bureau is the same as that presented under The ownership section of FCC Form 325 requires the
Broadcast Bureau. disclosure of all stockholders who own 3 percent or more of the voting stock of the CATV system. Where stock is held by a stockholder in a street name, this fact must be
FEDERAL MARITIME COMMISSION noted. In addition, FCC Form 325 requires information on the beneficial owner of the stock including the name of The Federal Maritime Commission (FMC) was estabthe owner and the person who votes the stock.
lished to protect the interest of the public by regulating
waterborne shipping in the foreign and domestic offshore 2. Information on Subsidiaries, Parents or Other Company commerce of the United States. The information obtained
or Firm Having Control Over Regulated Corporation by FMC is derived from various applications and reports The ownership section of FCC Form 325 requires in- required to be submitted by members of the regulated formation as to organizations or combinations of organiza- industry. These are discussed below. tions which separately or jointly hold at least 25 percent control over the CATV system. Information is also re
Freight Forwarders quested on corporations or firms in which the CATV sys
Section 44 of the Shipping Act of 1916, as amended tem holds 25 percent of the outstanding stock. The CATV (46. U.S.C. 801), gives FXIC the authority' to license inSee p. 197.
dependent ocean freight forwarders. Pursuant to this
authority FMC regulations (46 CFR 510) establish the 7. Proposal for New Legislation and Authority
Agency officials responsible for freight forwarder or suspension of such licenses. FM regulations (46 CFR licensing said that they knew of no proposed laws, rules, 510.3) provide that Form FMC-18, Application for a regulations, or procedures which would augment the License as an Independent Ocean Freight Forwarder, must information reporting requirements currently in force. be filed. This application is the source of all information on
They stated that no additional authority is needed. proprietary ownership; subsidiaries and parents; officers and directors; and long-term and short-term debts of freight
Common Carrier by Water forwarders. The information received is discussed below in the same sequence as the information requested in gives FMC the authority to require any common carrier
Section 21 of the Shipping Act of 1916 (46 U.S.C. 820) Senator Metcalf's letter of February 9, 1973, except for the by water, or other person subject to the act, to file with evaluation of the enforcement and effectiveness of rules FMC any periodical or special report, or any account, and regulations which will be covered in the Comptroller record, rate,
or charge, or any memorandum
facts General's formal response to Senator Metcalf.'
and transactions pertaining to the business of such carrier 1. Information on Proprietary (Voting) Oronership
or person subject to this act.
Pursuant to this authority FMC regulations (46 CFR Form FMC-18 requires the applicant to provide the 511.2, 511.3, 511.5) require annual reports to be filed by names, addresses, percentage of stock held, and citizen- common carriers by water in the domestic offshore trade ship, of every stockholder who individually owns or as follows: holds 5 percent or more of the applicant's outstanding
(1) Annual report Form FMC-64 prescribed pursuant stock. If any of the listed stockholders are not the bene- to FMC regulations (46 CFR 511.2, 511.5), for all persons ficial owners of the stock, the applicant must list the engaged in the operation of self-propelled vessels in the name, address, and citizenship of the beneficial owners of common carriage of persons or property in the domestic such stock.
(2) Annual report Form FMC-63 prescribed pursuant 2. Information on Subsidiaries, Parents, or any Other to FMC regulations (46 CFR 511.2, 511.5), for all persons
Company or Firm Having Control Over Subject engaged in the operation of vessels, other than self-proCorporation
pelled, in the common carriage of persons or property in
the domestic offshore trades. Form FMC-18 requires that the applicant state whether Forms FMC-64 and FMC-63 are the source of most it is a parent, affiliate, or subsidiary of any other corpora- information on common carriers by water received by tion. If so, the applicant must disclose the specific rela- FMC concerning proprietary ownership; subsidiaries and tionships, and the name, and address of the affiliated parents; officers and directors; and long-term and shortcorporations.
term debt of the regulated companies. The information
received is discussed below in the same sequence as the 3. Information on Officers and Directors
information requested in Senator Metcalf's letter of Form FMC-18 requires the applicant to list the name, February 9, 1973, except for the evaluation of the enforceresidence, date and place of birth, and citizenship of
ment and effectiveness of the rules and regulations which all corporate officers and directors, partnership members,
will be covered in the Comptroller General's formal or individual proprietors.
response to Senator Metcalf.: Form FMC-18 also requires the applicant to state whether any officer or director is an owner of, in control of, 1. Information on Proprietary (Voting) Ownership or associated or connected with any:
Annual report Form FMC-64 requires the carrier to @) Shipper, consignee, seller, or purchaser of shipments provide the names, addresses, number of votes, and the to foreign countries.
classification of the capital stock of security holders who (6) Ocean carrier, other ocean freight forwarder, or
own 5 percent or more of each class of stock. If any such their agents.
holder holds the stock in trust, the respondent must give (c) Person or persons carrying on activities related
the particulars of the trust. to the foregoing.
Annual report Form FMC-63 requires the carrier to
provide the names, addresses, the number of votes, and 4. Information on Long-Term and Short-Term Debt
the classification of the capital stock of the thirty (30) Form FMC-18 does not require the respondent to security holders having the greatest voting power. If any provide any information on either long-term or short- sych holder holds the stock in trust, the report must disterm debt.
close the particulars of the trust.
Forms FMC-64 and FMC-63 also require disclosure of: 5. Enforcement and Effectiveness of Laws, Rules, and (1). whether there are voting rights attached to any Regulations
securities other than stock. If so the respondent must state See Comptroller General's letter on p. 197.
in detail the relation between holdings and corresponding
voting rights; 6. Availability and Cost of Information
(2) whether any class or issue of securities has any special
privileges in the election of directors, trustees, or managers, A FMC official informed us that all information in the or in the determination of corporate action. The report Form FMC-18 related to proprietary ownership; sub- must describe fully each class or issue of stock and give a sidiaries and parents; and officers and directors is avail- succinct statement showing clearly the character and able to the public at a cost of $.25 per page.
extent of such privileges; " See p. 197.
1 See p. 197.
(3) the total voting power of all security holders of the 3. Information on Officers or Directors carrier, and (4) the total of stockholders of record.
Annual Report Forms FMC-64 and FMC-63 each
require the carrier to complete two schedules which pro2. Information on Subsidiaries, Parents, or Any Other
vide information on the carriers' officers and directors. Company or Firm Having Control Over Subject Schedules 1002 and 102 included with Forms FMC-64 Corporation
and FMC-63, respectively, require disclosure of the names,
titles and addresses of all directors, the length of their Annual report Forms FMC-64 and FMC-63 require term of office and the number of voting shares actually or the completion of five schedules to be included with each beneficially owned by them, either directly or indirectly
, . of the two annual reports concerning the relationship This includes shares owned of record, shares owned between the carrier and affliated companies. The sched- through holding companies, trusts or other mediums, and ules are:
shares owned but held in the names of brokers or other (1) Schedule No. 1004 included with Form FMC-64 nominees. and No. 104A included with Form FMC-63, require dis- Schedules 1003 and 103 included with Form FMC-64 closure of the names of all corporations which are con- and FMC-63, respectively, require the name, title, and trolled solely or jointly by the carrier other than through address of the general officers of the carrier, the respective ownership, the form of control exercised, and the extent department or departments over which jurisdiction is of the interest of the carrier in the controlled corporation. exercised, and the number of voting shares actually or
(2) Schedule No. 1005 included with Form FMC-64 beneficially owned by the officers either directly or indiand No. 104B included with Form FMC-63 require dis- rectly. This includes shares owned of record, shares owned closure of the names of all corporations which are con- through holding companies, trusts or other mediums, and trolled by the respondent through intermediary companies. shares owned but held in the names of brokers or other Information as to the particulars of such control is essen- nominees. tially the same as required in Schedules 1004 and 104A.
(3) Schedules No. 1006, included with Form FMC-64, 4. Information on Long-Term and Short-Term Debt and No. 108, included with Form FMC-63, require disclosure of all corporations having control over the carrier,
Annual Report Form FMC-64 requires the carrier to the manner in which control was established, the extent of complete four schedules which provide debt information. control, whether control is direct or indirect, and if Schedule 2050 requires disclosure of the name of the indirect, the name of the intermediary. If control was
creditor, the nature of the debt, retirement provisions, exercised through a trust, the name of the trustee, the
whether the debt is secured or unsecured, the maturity beneficiaries and the purpose of the trust must be disclosed. date, and the interest provisions. (4) Schedules No. 2014, included with Form FMC-64,
Schedule 2051 requires the particulars of the various and No. 217, included with Form FMC-63, require dis
unmatured mortgage bonds and debentures of the carrier closure of securities held in related companies and invest- including the nature of each obligation, the maturity date, ments in affiliated companies. The information requested the par value of the indebtedness authorized, the total par includes the name of the issuing company, a description of value actually outstanding, and the interest provisions of the security held and lien reference, if any. The schedules
the debt. also require the extent of control exercised by the carrier,
Schedule 2053 requires disclosure of non-current notes the investments held at the close of, the investments
and accounts payable to officers and employees, including made during, and the investments disposed of or written the creditor's name, the nature of the transaction creating down during the reporting period.
the debt, the amount of the debt, the interest rate, and the
due date. (5) Schedules No.'s 2015 and 221, included with Forms FMC-64 and FMC-63 respectively, require disclosure of
Schedule 2042 requires disclosure of non-current payables securities and intangibles owned or controlled through
to related companies of the carrier including the creditor's nonreporting carrier and noncarrier subsidiaries of the
name, the nature of the transaction creating the debt, the reporting carrier. The information required includes the
amount of the debt, the interest rate, and the due date.
Annual Report Form FMC-64 also requires the responparticulars of investments represented by securities and advances and intangible property, indirectly owned and
dent to complete three schedules which provide informa
tion on short-term debt. Schedules 2040 and 2041 include controlled by the carrier through any subsidiary which does not report to FMC. The schedules are to include the
notes payable and notes and accounts payable to related name of the issuing company, the securities or intangibles companies, respectively, and show the creditor's name, the in which the investment is made, the investments held at
nature of the liability and the transaction giving rise to the close of the year, made during the year, and disposed of
the liability, the rate of interest, and the balance outstandor written down during the year, and the names of the ing. Schedule 2043 includes accounts payable and shows subsidiaries through which ownership or control is
the creditor's name, the nature of the transaction creating maintained.
the debt, and the amount owed. FOREIGN CARRIERS
Annual Report Form FMC-63 requires the carrier to
complete Schedule 261 dealing with funded debt and In addition to Forms FMC-64 and FMC-63, FMC
receivers' and trustees' securities. The schedule requests asks foreign common carriers to file Form FMC-9
the name of each bond or other obligation classified under (Information Circular). We were informed by an FMC
the following subheadings: official that there are no FMC regulations which require (1) Mortgage Bonds. this form to be filed by foreign carriers. FMC requests on (2) Collateral Trusts Bonds. Form FMC-9 that information be given on persons or
(3) Income Bonds. companies controlling, controlled by or under control of (4) Miscellaneous Obligations Maturing More than the foreign carrier. The information requested includes the
One Year After Issue Date. name, address, and relationship to the respondent.
(5) Receipts Outstanding for Funded Debt.
(6) Equipment Obligations.
instrumentality which is engaged in the generation, trans(7) Receivers' and Trustees' Securities.
mission or distribution of electricity if they have operating The schedule also requests the maturity date, the par
revenues of $1 million or more. value of the indebtedness authorized, the total par value FPC regulations (18 CFR 141.2) require that an annual actually outstanding and the interest provisions.
report-FPC Form No. 1-F-be filed by each electric Annual Report Form FMC-63 also requires the carrier utility, corporation, person or licensee, any agency authorto complete Schedule 288 dealing with short-term notes ity or other legal entity or instrumentality which is enpayable. This schedule requires the creditor company's gaged in the generation, transmission or distribution of name, the nature of the liability and the transaction creat- electricity if they have annual operating revenues of ing the debt, the maturity date, the interest rate, and the $25,000 or more but less than $1 million. outstanding balance.
These annual reports are the source of most information
received by FPC concerning ownership and control, offi5. Enforcement and Effectiveness of Laws, Rules, and cers and directors, and long-term and short-term debt. The Regulations
information received by FPC is discussed below in the See Comptroller General's letter on p. 197.
same sequence as the information requested in Senator Metcalf's letter of February 9, 1973 except for the evalua
tion of the enforcement and effectiveness of the rules and 6. Availability and Cost of Information
regulations which will be covered in the Comptroller Agency officials told us that the information in the General's formal response to Senator Metcalf.' Annual Report Forms FMC-64 and FMC-63 and the information circular FMC-9 filed by the foreign carriers 1. Information on Proprietary (Voting) Ownership is not available to the public.
Each of the annual reports described above contains a
schedule entitled Security Holders and Voting Powers. 7. Proposals for New Legislation and Authority
On the schedules FPC requests information on the names FMC's legislative counsel could not readily provide a and addresses of the 10 stockholders having the largest description of those laws, rules, regulations, or procedures voting power and the number of votes each would have proposed by the Commission to augment the information the right to cast at a stockholders' meeting. On the schedule reporting requirements currently in existence except for filed with FPC Form No. 1, FPC requires also that, if (1) a pending proposed rule which would make mandatory any of the 10 largest stockholders held the stock in trust, the filing of information on control similar to that currently
a footnote on the known particulars of the trust agreement asked for in Information Circular FMC-9, and (2) FMC should be included. The schedule filed with FPC Form Proposal 93-4 which is a proposed bill approved by the No. 1-F requires that the company include the beneficial Commission that is currently with the Office of Manage- owners of securities held in trust. ment and Budget for approval prior to submission to the In performing its statutory responsibilities, FPC reCongress. The bill, if enacted would (a) require annual, quires other information on ownership and control as periodical, or special reports from every common carrier follows: by water in interstate commerce and (b) give FMC specific Section 309 of the Federal Power Act, as amended, (16 statutory authority to make available for public inspection U.S.C. 825h) provides FPC with authority to license the financial reports submitted by carriers subject to its hydroelectric facilities. FPC regulations (18 CFR 141.11) respective jurisdiction. FMC officials advised us that they require utilities in process of constructing, hydroelectric could not provide us with other proposals made during the facilities to file a listing of the names of all individuals, or last 10 years without researching their files. The officials association of individuals, whether incorporated or not, stated that they could not begin researching their files that held 10 percent or more of the licensee's capital stock. until at least March 22, 1973, and they could not estimate If such holding was as fiduciary, the names of the reprethe time required to supply a list of proposals for new sented owners are required. legislation or authority.
2. Information on Subsidiaries, Parents, or Control Over the
The annual report FPC Form No. 1 contains two priThe Federal Power Commission (FPC) performs two mary schedules concerning subsidiaries, parents or inprimary functions-regulation of the electric industry formation on control over the subject corporation which under the Federal Power Act and regulation of the gas industry under the Natural Gas Act.
Control Over Respondent.
Corporations Controlled by Respondent. Reporting Requirements Under the Federal Power Act
If any corporation, business trust or similar organization Section 304(a) of the Federal Power Act (16 U.S.C.
or combination of such organizations jointly held control 825c) requires every licensee and every public utility to
over the regulated company at the end of the year, the file with the Commission such annual and other periodic the controlling corporation or organization
to be stated
Control Over Respondent schedule requires the name of or special reports as the Commission may, by rules, regulations, or orders prescribe as necessary or appropriate to along with information on the manner in which control Assist the Commission in the proper administration of the
was held and the extent of control. FPC requires that if Federal Power Act. FPC's regulations (18 CFR 141.1)
control was in a holding company organization, the chain require that an annual report—FPC Form No. 1–be
of ownership or control leading to the main parent comfiled by each electric utility, corporation, person or
pany or organization should be shown on the schedule. licensee, any agency, authority or other legal entity or See p. 197.
The schedule, entitled Corporations Controlled by cised by or over the applicant by any public utility, bank,
3. Information on Officers and Directors
The annual report (FPC Form No. 1) contains separate In addition to the primary schedules discussed above, schedules concerning officers and directors of the regulated FPC requires other information on the FPC Form No. 1 company: for companies having revenues of over $1,000,000. The The schedule on officers contains the name, title, office schedule is entitled Important Changes During the address and salary of each general officer of the company. . Year. Information requested includes information per
The schedule on directors contains the name, address, taining to the acquisition of ownership in other com- term of office, director meetings attended during the year, panies; and reorganizations, mergers or consolidations
and fees received during the year. Also appearing in the with other companies that occurred during the year. annual report (FPC Form 1) is a schedule on security
In performing, its statutory responsibilities, FPC holders and voting powers. Certain information about requires other information on ownership and control as officers and directors is requested on this schedule if the follows:
officers or directors are among the top 10 stockholders of (1) In performing its function of licensing hydroelectric the company, facilities pursuant to section 309 of the Federal Power Act A list of officers and directors is requested for respond(16 U.S.C. 825h), FPC regulations (18 CFR 4.40) require ents filing Form No. 1-F on a schedule entitled Officers that an application for a complete project of more than and Directors. 2,000 horsepower installed capacity be filed with FPC. In performing its statutory responsibilities, FPC may One item on the application requests that information be request other information about officers and/or directors given on the amount of control or ownership exercised as follows: by the applicant in any other organization or the amount of (1) Section 305(b) of the Federal Power Act (16 U.S.C. control over the applicant by any other organization. 825d (b)) requires that officers and directors of utilities Applications for relicensing of hydroelectric facilities also under FPC jurisdiction obtain FPC approval before they require the same information. (See 18 CFR 16.6.)
serve as officers
nd directors of other corporations. In (2) Also pursuant to section 309 of the act, FPC regu- filing an application for authority to hold interlocking lations (18 CFR 141.11) require the utilities constructing
positions pursuant to FPC regulations (18 CFR 45), the hydroelectric facilities to file a report within six names of all officers and directors are requested along with months after construction begins that discloses the information concerning the officer or director who will nature and extent of any financial interest in any contrac
serve in the interlocking position. tor or other firm or corporation that renders service for (2) Section 203(a) of the Federal Power Act (16 U.S.C. which a charge is included in the cost of the hydroelectric 824(b)), requires FPC to approve the sale, lease or other project. If any individual or association holding 10 percent disposition, merger or consolidation of facilities, or puror more of the voting stock of the utility, also holds a chase or acquisition of securities of a public utility. In filing financial interest in any contractor or other firm or an application, FPC regulations (18 CFR 33), require corporation that rendered service for which a significan that the names, titles and addresses of the principal amount is included in the cost of the project, the licensee officers be given. must disclose the extent of this interest. If this information
(3) Section 204 of the Federal Power Act (16 U.S.C. is not known to the utility, it must request this informa
824c) requires FPC to approve the issuance of securities tion for any important contract and submit to FPC
or the assumption of liabilities by regulated companies. * copies of the replies received from the respective indi
In fulfilling the statutory responsibility, FPC regulations viduals and associations.
(18 CFR 34) require that an application be filed that in
cludes the names, titles and addresses of principal officers STATEMENT REQUIRED TO BE FILED
of applicants. (3) In cases where an application is filed to obtain FPC's approval of the sale, lease or other disposition, 4. Information on Long-Term and Short-Term Debt
, merger or consolidation of facilities or for purchase or ac- The annual report (FPC Form No. 1) requests informaquisition of securities of a public utility pursuant to section tion on long-term and short-term debt on the following 203(a) of the act (16 U.S.C. 824b), FPC regulations (18
schedules: CFR 33.3) require a statement to be filed or the measure (1) Comparative Balance Sheet-Requests balances of of control or ownership exercised by or over each party to long-term and short-term debt. No information is given the transaction with respect to any public utility, bank, on the particulars of the debts. trust company, banking association or firm that is au
(2) Long-Term Debt (Accounts 221, 223 and 224)—Rethorized by law to underwrite or participate in the market- quests particulars on long-term debts including the class ing of securities of a public utility.
and series of obligations, nominal date of issue, date of (4) FPC must authorize the issuance of securities or the assumption of liabilities by regulated companies maturity, amount of outstanding debt and
the interest pursuant to section 204 of the Federal Power Act (16 U.S.C. 824c). FPC regulations (18 CFR 34) require that,
*Staff note: Section 204() of the Federal Power Act excludes along with the application for issuance of securities or the
from FPC jurisdiction the security issues of electric utilities orga
nized and operating in States where security issues are regulated assumption of liabilities, a statement be included with the
by State commissions. This limitation excludes about 85 percent application of the measure of control or ownership exer- of the electric utilities from regulation of security issues by the FPC.