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FIRST SESSION

TO STUDY THE ANTITRUST LAWS OF THE UN
STATES, AND THEIR ADMINISTRATION,

INTERPRETATION, AND

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For sale by the Superintendent of Documents, U. S. Government Pr

Washington 25, D. C. - Price 35 cents

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SUBCOMMITTEE ON ANTITRUST AND MONOPOLY
JOSEPH C. O’MAHONEY, Wyoming, Acting Chairman

ESTES KEFAUVER, Tennessee
THOMAS C. HENNINGS, JR., Missouri
MATTHEW M. NEELY, West Virginia

WILLIAM LANGER, North Dakota
EVERETT MCKINLEY DIRKSEN, Illinois
ALEXANDER WILEY, Wisconsin

DONALD P. MCHUGH, Chief Counsel and Staff Director

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FRED: I had about a two-hour talk yesterday with Kins g to make up a list of the principal holders of America he knows). He does not have a complete stockholder e of the distribution of the old stock, he had a list of territory.

ng our discussion, Kinsey said he would like very muc our men attend the Puget Sound Power & Light stock is to be held in Boston sometime in March. He think e without any publicity. He wants to know what ki McLaughlin conducts, the number of proxies the pres and if possible (sometime in the future) would like to a current stockholders' list.

fly, his feeling is that the present stockholders of Puget are blindly following McLaughlin because they have no that when he is once in the clear, and his stock distribu Dod possibility that Washington Water Power could offer to Puget Sound stockholders and merge the two compani is deal would take Federal Power Commission approva Only the approval of the Public Service Commission of

He is also of the opinion that Seattle Light and Taco iately drop their condemnation suits on Puget properties work could be done on the three major public-utility dis ommissioner is coming up for election this fall. These ne conservative who has consistently voted against the acq properties. If another conservative could be elected i ets, that would automatically take care of this situation as issioners. Kinsey likes the Puget Sound deal because of it to total capitalization. He thinks it would fit in beau further stated that Montana Power has pretty well given up e development of the Polson Dam, principally because it service territory, and the cost of transmission would be e e Polson project would tie directly into the Cabinet G ashington Water Power is concerned. If a merger wi be consummated, it would enable them to finance this p 1 money. At you know, the two systems (that is, Puget S n Water Power) interconnect now. If possible, Kinsey sa much to have you put the two together on paper, and see d be.

pent several hours with Paul McKee (Pacific Power & Light riday. During our conversation, Paul brought up the po y there has been some discussion from within about this dea

You will, I am sure, appreciate that the above is very confidential and some thing which cannot be discussed openly. Any outside discussion would kill any possibility of a deal. It is all too deep for me-but you might give it some thought.

Sincerely,

JACK.

The Washington Water Power Co.-W. C. Gilman & Co., service fees

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GENTLEMEN: In accordance with your instructions, we have made a study and analysis of the assets of American Power & Light Co. for the purpose of determining the value of its common stock. The study was prepared in anticipation of the impending divestment by the company of its holdings of common stock of Washington Water Power Co. and remaining cash by distribution to American's stockholders, and the subsequent dissolution of American.

Since American's principal remaining asset is 100 percent of the common stock of Washington Water Power Co., our major undertaking was to appraise the reasonably prospective value of this common stock.

We have been familiar with the property and business of Washington for many years and have on several occasions appeared in its behalf before courts or commissions.

In the recent past we have visited the territory served and made a physical inspection of the major properties of the company. We have studied data relating to the economic characteristics of the territory and discussed the company's operations and prospects with officers and operating officials. We have analyzed financial and operating data relating to past and prospective operations, financial condition, and financing requirements.

Our report follows.
Respectfully submitted.

W. C. GILMAN & Co.

[From Ebaso Services, Inc.]

PUGET SOUND POWER & LIGHT CO. (PUGET)

THE WASHINGTON WATER POWER Co. (WASHINGTON)
PRELIMINARY MEMORANDUM ON MERGER POSSIBILITIES

1. Present status of Puget

Eleven condemnation cases brought against Puget by PUD's and cities are pending. All of the company's major hydroelectric generating plants and over half of its distribution facilities are included in the pending cases.

The company sold its electric properties in the Seattle competitive area (represented about 25 percent of total plant and 40 percent of total revenues) to the city of Seattle on March 5, 1951, and its Seattle steam heat properties (representing about 4 percent of total revenues) on December 1, 1951. The electric properties were sold for approximately $26,800,000 and the steam heat properties were sold for $400,000. The net effect of these sales was to increase surplus approximately $600,000. In accordance with the requirements of the company's first mortgage, $24,859,000 was used to redeem $23,505,000 of 44-percent bonds at 1041⁄4 plus interest. The balance of the proceeds is being used for the payment of taxes and the cost of physical severance.

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