"stockholders" shall include the holders of voting-trust certificates. The term "creditors" shall include, for all purposes of this section all holders of claims of whatever character against the debtor or its property, whether or not such claims would otherwise constitute provable claims under this Act, including the holder of a claim under a contract executory in whole or in part including an unexpired lease.

The term "claims" includes debts, whether liquidated or unliquidated, securities (other than stock and option warrants to subscribe to stock), liens, or other interests of whatever character. For all purposes of this section unsecured claims, which would have been entitled to priority if a receiver in equity of the property of the debtor had been appointed by a Federal court on the day of the approval of the petition, shall be entitled to such priority and the holders of such claims shall be treated as a separate class or classes of creditors. In case an executory contract or unexpired lease of property shall be rejected, or shall not have been adopted by a trustee appointed under this section, or shall have been rejected by a receiver in equity in a proceeding pending prior to the institution of a proceeding under this section, or shall be rejected by any plan, any person injured by such nonadoption or rejection shall for all purposes of this section be deemed to be a creditor of the debtor to the extent of the actual damage or injury determined in accordance with principles obtaining in equity proceedings. The provisions of section 60 of this Act shall apply to a proceeding under this section. For all purposes of this section any creditor or stockholder may act in person or by an attorney at law or by a duly authorized agent or committee subject to the provisions of subsection (p) hereof. The running of all statutes of limitation shall be suspended during the pendency of a proceeding under this section.

The capitalization of the reorganized company shall not be less than the capitalization existing on the date on which the debtor's petition to the court was approved as properly filed, with such adjustment therein as may result from the issue or retirement of securities during the reorganization proceedings: Provided. That such existing capitalization does not exceed either—

"(i) the actual investment in the debtor's properties, or

"(1)) the valuation found by the Commission under section 19 (a) of the Act, plus expenditures for additions and betterments less retirements since the date of such valuation, whichever is the lower: And provided further, That any part of such capitalization in excess of the value of all of the debtor's property as certified by the Commission pursuant to subsection (e) shall be represented by shares of stock without par value of the reorganized company at the rate of one share of such stock for each $100 of such excess."

"(d) The debtor, after a petition is filed as provided in subsection (a), shall file a plan of reorganization within six months of the entry of the order by the judge approving the petition as properly filed, or if heretofore approved, then within six months of the effective date of this Act, and not thereafter unless such time is extended by the judge from time to time for cause shown, no single extension at any one time to be for more than six months. Such plan shall also be filed with the Commission at the same time. Such plans may likewise be filed at any time before, or with the consent of the Commission during, the hearings hereinafter provided for, by the trustee or trustees, or by or on behalf of the creditors being not less than 10 per centum in amount of any class of creditors, or by or on behalf of any class of stockholders being not less than 10 per centum in amount of any such class, or with the consent of the Commission by any party in interest. After the filing of such a plan, the Commission[,] shall name one of its members to confer with the parties in interest and to endeavor as a mediator to reconcile differences which may exist between them and unless such plan shall be considered by it to be prima facie impracticable, shall, after due notice to all stockholders and creditors given in such manner as it shall determine, hold public hearings [,] at which opportunity shall be given to any interested party to be heard, and following which the Commission shall render a report and order in which it shall approve a plan, which may be different from any which has been proposed, that will in its opinion meet with the requirements of subsections (b) and (e) of this section, and will be compatible with the public interest; or it shall render a report and order in which it shall refuse to approve any plan. In such report the Commission shall state fully the reasons for its conclusions.

The Commission may thereafter, upon petition for good cause shown filed within sixty days of the date of its order, and upon further hearings if the Commission shall deem necessary, in a supplemental report and order modify any plan which it has approved, stating the reasons for such modification. The Commission, if it approves a plan, shall thereupon certify the plan to the court together

with a transcript of the proceedings before it and a copy of the report and order approving the plan. No plan shall be approved or confirmed by the judge in any proceeding under this section unless the plan shall first have been approved by the Commission and certified to the court.

(e) Upon the certification of a plan by the Commission to the court, the court shall give due notice to all parties in interest of the time within which such parties may file with the court their objections to such plan, and such parties shall file, within such time as may be fixed in said notice, detailed and specific objections in writing to the plan and their claims for equitable treatment. The judge shall, after notice in such manner as he may determine to the debtor, its trustee or trustees, stockholders, creditors, and the Commission, hear all parties in interest in support of, and in opposition to, such objections to the plan and such claims for equitable treatment. After such hearing, and without any hearing if no objection is [objections are] filed, the judge shall make full and independent judicial reexamination and review of the plan and of the evidence presented at such hearing, in the event of such hearing, and thereafter shall approve the plan if, in the exercise of his independent_judgment based upon such judicial reexamination and review, he is satisfied that [: (1) It complies with the provisions of subsection (b) of this section,] (1) the plan complies with the provisions of subsections (b) and (d) of this section, is fair and equitable, affords due recognition to the rights of each class of creditors and stockholders, does not discriminate unfairly in favor of any class thereof, [of creditors or stockholders, and will conform to the requirements of the Constitution and statutes of the United States; [law of the land regarding the participation of the various classes of creditors and stockholders;] (2) the determination of value made by the Commission and certified to the court under the provisions of this subsection is supported by substantial evidence, adequately reflects the true value of the property at the time of hearing, or at the time of certification of the plan by the Commission, in the event no hearing is had before the court, and does not omit consideration of any relevant facts; [(2)] (8) the approximate amounts to be paid by the debtor, or by any corporation or corporations acquiring the debtor's assets, for expenses and fees incident to the reorganization, have been fully disclosed so far as they can be ascertained at the date of such hearing, are reasonable, are within such maximum limits as are fixed by the Commission, and are within such maximum limits to be subject to the approval of the judge; [(3)] (4) the plan provides for the payment of all costs of administration and all other allowances made or to be made by the judge, except that allowances provided for in subsection (c), paragraph (12) of this section, may be paid in securities provided for in the plan if those entitled thereto will accept such payment, and the judge is hereby given power to approve the same.

If the judge shall not approve the plan, he shall file an opinion, stating his conclusions and the reason therefor, and he shall enter an order in which he may either dismiss the proceedings, or in his discretion and on motion of any party in interest refer the proceedings back to the Commission for further action, in which event he shall transmit to the Commission a copy of any evidence received. If the proceedings are referred back to the Commission, it shall proceed to a reconsideration of the proceedings under the provisions of subsection (d) hereof. If the judge shall approve the plan, he shall file an opinion, stating his conclusions and the reasons therefor, and enter an order to that effect, and shall send a cert:fied copy of such opinion and order to the Commission. The plan shall then be submitted by the Commission to the creditors of each class whose claims have been filed and allowed in accordance with the requirements of subsection (c) hereof, and to the stockholders of each class, and/or to the committees or other representatives thereof, for acceptance or rejection, within such time as the Commission shall specify, together with the report or reports of the Commission thereon or such a summarization thereof as the Commission may approve, and the opinion and order of the judge: Provided, That submission to any class of stockholders shall not be necessary if the Commission shall have found, and the judge [shall have affirmed the finding,] in the exercise of his independent judgment, after consideration of the evidence presented at the hearing before the court, in the event of such hearing, shall also find (a) that at the time of the finding the corporation is insol vent, or that at the time of the finding the equity of such class of stockholders has no value, or that the pian provides for the payment in cash to such class of stockholders of an amount not less than the value of their equity, if any, or (b) that the interests of such class of stockholders will not be adversely and materially affected by the plan, or (c) that the debtor has pursuant to authorized corporate action accepted the plan and its stockholders are bound by such acceptance: Provided further, That submission to any class of creditors shall not be necessary

f the Commission shall have found, and the judge [shall have affirmed the finding,] in the exercise of his independent judgment, after consideration of the evidence presented at the hearing before the court, in the event of such hearing, shall also find that the interests of such class of creditors will not be adversely and materially affected by the plan, or that at the time of the finding the interests of such class of creditors have no value, or that the plan provides for the payment in cash to such class of creditors of an amount not less than the value of their interests. For the purpose

of this section the acceptance or rejection by any creditor or stockholder shall be in writing, executed by him or by his duly authorized attorney, committee, or representative. If the United States of America, or any agency thereof, or any corporation (other than the Reconstruction Finance Corporation) the majority of the stock of which is owned by the United States of America, is a creditor or stockholder, the interests or claims thereof shall be deemed to be affected by the plan, and the President of the United States, or any officer or agency he may designate, is hereby authorized to act in respect of the interests or claims of the United States or of such agency or other corporation. The expense of such submission shall be certified by the Commission and shall be borne by the debtor's estate. The Commission shail certify to the judge the results of such submission. Provided, That, if the plan has not been so accepted by the creditors and stockholders, the judge may nevertheless confirm the plan if he is satisfied and finds, after hearing, that it makes adequate provision for fair and equitable treatment for the interests or claims of those rejecting it; that such rejection is not reasonably justified in the light of the respective rights and interests of those rejecting it and all the relevant facts; and that the plan conforms to the requirements of clauses (1) to (3), inclusive, of the first paragraph of this subsection (e): Provided further. That if, in any reorganization proceeding under this section, the United States is a creditor on claims for taxes or customs duties (whether or not the United States has any other interest in, or claim against, the debtor, as creditor or stockholder), no plan which does not provide for the payment thereof shall be confirmed by the judge except upon the acceptance, certified to the court, of a lesser amount by the President of the United States or the officer or agency designated by him pursuant to the provisions of the preceding paragraph hereof: Provided further, That if the President of the United States or such officer or agency shall fail to accept or reject such lesser amount for more than ninety days after receipt of written notice so to do from the court, accompanied by a certified copy of the plan, the consent of the United States insofar as its claims for taxes or customs duties are concerned shall be conclusively presumed. If the judge shall confirm the plan, he shall enter an order and file an opinion with a statement of his conelusions and his reasons therefor. If the judge shall not confirm the plan, he shall file an opinion, with a statement of his conclusions and his reasons therefor, and enter an order in which he shall either dismisss the proceedings, or, in his discretion and on the motion of any party in interest, refer the case back to the Commission for further proceedings, including the consideration of modifications of the plan or the proposal of new plans. In the event of such a reference back to the Commission, the proceedings with respect to any modified or new plan shall be governed by the provisions of this section in like manner as in an original proceeding hereunder

"If it shall be necessary to determine the value of any property for any purpose under this section, the Commission shall determine such value and certify the same to the court in its report on the plan. The value of any property used in railroad operation shall be determined on a basis which will give due consideration to the earning power of the property, past, present, and prospective, and all other relevant facts. In determining such value only such effect shall be given to the present cost of reproduction new and less depreciation and original cost of the property, and the actual investment therein, [as may be required under the law of the land] as will conform to the requirements of the Constitution and statutes of the United States in light of its earning power and all other relevant facts.'

*

(s) [Proceedings pending under this section (Act of March 3, 1933) on the effective date of this amendatory section shall continue under, and be governed by, the provisions of this amendatory section: Provided, That the enactment of this amendatory section shall not invalidate any action taken before its effective date pursuant to this section as it existed prior to the enactment of this amendatory section.] Proceedings pending under this section (Act of March 3, 1933, as amended by Act of August 27, 1935, and Act of June 26, 1936, and Act of August 11, 1939) shall continue under, and be governed by, the provisions of this section as hereby amended, except where the property dealt with by the plan has been transferred

and conveyed to the debtor or another corporation or corporations provided for by the plan, or retained by the debtor pursuant to the plan, as provided in subsection (†) of this section, or where the plan has been submitted to creditors for acceptance or rejection pursuant to subsection (e) and has been accepted by or on behalf of the requisite percentage of creditors of each class to which submission is required, prior to the effective date of this amendment. If such property has not been so transferred and conveyed or retained pursuant to the plan, or if such plan has not been so submitted and so accepted, no final decree shall be entered in any such proceedings unless and until subsequent to such effective date the judge of the court to which the plan was certified by the Commission shall have made a supplemental finding, subject to judicial review, that the plan conforms to the requirements of this section as amended.

Except as provided in this subsection (8) the enactment of this amendatory section shall not annul the record made at any hearing before the Commission or in any court proceeding prior to the enactment of this amendment, but such record may be amplified in accordance with the provisions of this amendment, if in the opinion of the reviewing court such amplifications may be necessary or desirable (1) by reason of any substantial change or changes that may have occurred since the hearing, or (2) for clarification.

FOREIGN SERVICE BUILDINGS AND GROUNDS

JANUARY 31, 1945.-Committed to the Committee of the Whole House on the state of the Union and ordered to be printed

Mr. BLOOM, from the Committee on Foreign Affairs, submitted the following

REPORT

[To accompany H. R. 685]

The Committee on Foreign Affairs, to whom was referred the bill (H. R. 685) to amend the act entitled "An act for the acquisition of buildings and grounds in foreign countries for use of the Government of the United States of America," approved May 7, 1926, as amended, to permit of the sale of buildings and grounds and the utilization of proceeds of such sale in the Government interest, having considered the same, report favorably thereon with amendments and recommend that the bill do pass.

This bill amends an act for the acquisition of buildings and grounds in foreign countries for use of the Government of the United States of America, approved May 7, 1926, as amended, by adding a new paragraph at the end thereof numbered 9. In accordance with clause 2-A, rule 13, there is inserted in this report the provisions of the act of May 7, 1926, as amended (the amendatory language being shown in italics).

PUBLIC LAW NO. 186-SIXTY-NINTH CONGRESS, APPROVED MAY 7, 1926, ENTITLED "AN ACT FOR THE ACQUISITION OF BUILDINGS AND GROUNDS IN FOREIGN COUNTRIES FOR USE OF THE Government oF THE UNITED STATES OF AMERICA" Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That the Secretary of State is empowered, subject to the direction of the commission hereinafter established, to acquire by purchase or construction in the manner hereinafter provided, within the limits of appropriations made pursuant to this Act, or by exchange, in whole or in part, under such terms and conditions as in the judgment of the commission may best protect the interests of the United States, of any building or grounds of the United States in foreign countries, and under the jurisdiction and control of the Secretary of State, sites and buildings in foreign capitals and in other foreign cities, and to alter, repair, and furnish such buildings for the use of the diplomatic and consular establishments of the United States, or for the purpose of consolidating, to the extent deemed advisable by the commission, within one or more buildings, the