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for the fiscal year 1894”; of section 8 (public utilities law) of the act of March 4, 1913, and any other laws or regulations applicable thereto.

SEC. 2. For the purpose of enabling Washington Gas Light Company to provide for extensions to its distribution system, for additions, betterments, and improvements, and for other corporate purposes, the Public Utilities Conmission of the District of Columbia is given jurisdiction and power to permit and authorize said Washington Gas Light Company to increase, from time to time, the amount of its capitalization by the authorization and issuance of additional capital stock, common or preferred, or both, with or without par value, in such amounts, and for such considerations-and in respect of stock preferred as to dividends or assets, without voting rights, or with limited voting rights, and har. ing such terms, qualifications, and conditions-as may be approved by the commission. The commission is likewise authorized to permit the said Washington Gas Light Company to change all of the shares of its capital stock now author ized, issued, and/or outstanding to the same number of shares of stock of no par value.

All shares of capital stock of Washington Gas Light Company hereafter issued for which the agreed consideration shall have been paid or delivered to the company and all shares of capital stock of the company heretofore issued as well as shares into which such shares heretofore issued may be changed shall be deemed and taken to be fully paid and nonassessable and not subject to further call or assessment, and there shall be no liability to the company or to creditors of the company on the part of any subscriber to or holder of such shares; and any or all shares of capital stock, bonds, notes, and/or other securities of Wasbington Gas Light Company now or hereafter issued may be sold, transferred. assigned, or issued to, and/or acquired, held, owned, controlled, assigned, transferred, disposed of and/or voted (if having voting rights) by any person, individual, partnership, association, trust, corporation or other entity, subject, however, to the provisions of paragraph 54 of section 8 (Public utilities law) of the act of March 4, 1913.

Said Washington Gas Light Company may, subject to the approval of the Public Utilities Commission, amend its charter so as to make any such change or changes and/or increase or increases and/or classification or reclassifications, by following the same procedure and complying with the same requirements as are now prescribed in section 639a of subchapter 4 of chapter 18 of the Code of Law for the District of Columbia as amended to June 7, 1924, in respect of a change of name by a corporation, and thereupon its charter shall be deemed to be so amended without any further or other act or procedure.

Sec. 3. All charters, statutes, acts and parts of act, laws, ordinances, and regulations inconsistent with or repugnant to the provisions of this act, but only so far as inconsistent herewith or repugnant hereto, are hereby repealed.

The CHAIRMAN. The committee meets to take up bill 4066, to authorize the merger of the Georgetown Gaslight Co. with and into the Washington Gas Light Co., and for other purposes.

I think it might be well first to have a statement as to the bill and what it contemplates, and the facts as to the situation which to make it necessary to have legislation of this sort.

Mr. Lambert will you make a statement as to the bill and the conditions here in the city which makes this legislation necessary?

STATEMENT OF WILTON J. LAMBERT, REPRESENTING WASHING

TON GAS LIGHT CO.

Mr. Lambert will you give us your name and who you represent here to-day?

Mr. LAMBERT. I am representing the interests that have recently acquired the Washington Gas Light Co., or 108,000 plus shares out of 130,000 total issue of the stock of the gas company.

The Chairman. That is, you mean, that you represent the consolidated company?

Mr. LAMBERT. No, sir; the Washington Gas Light Co. alone. Of course, there is no stock of the Georgetown company held outside of the Washington company. That is to say, the Washington Gas Light Co. is the legally authorized owner of practically all of the stock of the Georgetown Gaslight Co. with the exception of such shares as are necessary to qualify directors.

The CHAIRMAN. What was the total issue of stock?

Mr. LAMBERT. The total issue of shares of stock of the Washington Gas Light Co. is 130,000 shares of a par value of $20 each.

The CHAIRMAN. What is this new company? How many shares and what is supposed to be the value of that stock?

Mr. LAMBERT. Well, there is no new company. The Washington company already owns the Georgetown company; that is, it owns the stock of the Georgetown Gaslight Co. and has done so for some years; but one of the objects of this bill is to enable the Washington company and the Georgetown company to merge or come together as one company, to wit, as the Washington Gas Light Co., and eliminate all further existence of the Georgetown Gaslight Co.

Senator Roosion. What are the reasons for it? Mr. LAMBERT. One reason is that it will enable the putting into effect of a good deal of economy.

Senator RobsION. Economy to whom, to the company or to the users of the gas?

Mr. LAMBERT. We assume that what is economy to the company is economy to the consumer.

Senator Robsion. Do you give us an assurance that there will be an adjustment of gas rates?

Mr. LAMBERT. I am going to explain the bill. On the question of the reduction of gas rates we have Mr. Burroughs here from New York, who appeared before the commission, and who is much better able than I am to advise you about that.

I might say, however, that in the hearing before the commission he promised a substantial reduction, as I recall it, of not less than 10 per cent of the present rates.

Senator Glass. Why may you not do this without legislation? If your company owns the other company, why may you not practically do the thing without legislation?

Mr. LAMBERT. That brings us back to somewhat ancient history.

The Washington Gas Light Co. was chartered by Congress, and under that charter the company is to-day operating. That charter was issued in 1848, at a time when we had no incorporation law and no code in the District of Columbia. There has never been any provision made by which corporations that were chartered by Congress could avail themselves of the rights and privileges and advantages of the corporation code which Congress has since enacted.

Senator Glass. Then you are seeking a new charter with increased power?

Mr. LAMBERT. No; we are not after a new charter. We are continuing on under our same charter, but we ask for new powers in connection and within the scope of that charter, and the right to avail ourselves of certain features of the corporation law which this Congress had already approved for the District of Columbia.

The CHAIRMAN. Well, I have seen something in the papers to the effect that we have a law in the District of Columbia enacted many years ago, which is supposed to forbid mergers or consolidations or combinations. It was sponsored by the late Senator La Follette.

for the fiscal year 1894”; of section 8 (public utilities law) of the act of March 4, 1913, and any other laws or regulations applicable thereto.

SEC. 2. For the purpose of enabling Washington Gas Light Company to provide for extensions to its distribution system, for additions, betterments, and improvements, and for other corporate purposes, the Public Utilities Commission of the District of Columbia is given jurisdiction and power to permit and authorize said Washington Gas Light Company to increase, from time to time, the amount of its capitalization by the authorization and issuance of additional capital stock, common or preferred, or both, with or without par value, in such amounts, and for such considerations-and in respect of stock preferred as to dividends or assets, without voting rights, or with limited voting rights, and having such terms, qualifications, and conditions as may be approved by the commission. The commission is likewise authorized to permit the said Washington Gas Light Company to change all of the shares of its capital stock now authorized, issued, and/or outstanding to the same number of shares of stock of no par value.

All shares of capital stock of Washington Gas Light Company hereafter issued for which the agreed consideration shall have been paid or delivered to the company and all shares of capital stock of the company heretofore issued as well as shares into which such shares heretofore issued may be changed shall be deemed and taken to be fully paid and nonassessable and not subject to further call or assessment, and there shall be no liability to the company or to creditors of the company on the part of any subscriber to or holder of such shares; and any or all shares of capital stock, bonds, notes, and/or other securities of Weshington Gas Light Company now or hereafter issued may be sold, transferred, assigned, or issued to, and/or acquired, held, owned, controlled, assigned, transferred, disposed of and/or voted (if having voting rights) by any person, individual, partnership, association, trust, corporation or other entity, subject, however, to the provisions of paragraph 54 of section 8 (Public utilities law) of the act of March 4, 1913.

Said Washington Gas Light Company may, subject to the approval of the Public Utilities Commission, amend its charter so as to make any such change or changes and/or increase or increases and/or classification or reclassifications, by following the same procedure and complying with the same requirements as are now prescribed in section 639a of subchapter 4 of chapter 18 of the Code of Law for the District of Columbia as amended to June 7, 1924, in respect of a change of name by a corporation, and thereupon its charter shall be deemed to be so amended without any further or other act or procedure.

SEC. 3. All charters, statutes, acts and parts of act, laws, ordinances, and regulations inconsistent with or repugnant to the provisions of this act, but only so far as inconsistent herewith or repugnant hereto, are hereby repealed.

The CHAIRMAN. The committee meets to take up bill 4066, to authorize the merger of the Georgetown Gaslight Co. with and into the Washington Gas Light Co., and for other purposes.

I think it might be well first to have a statement as to the bill and what it contemplates, and the facts as to the situation which seem to make it necessary to have legislation of this sort.

Mr. Lambert will you make a statement as to the bill and the conditions here in the city which makes this legislation necessary?

STATEMENT OF WILTON J. LAMBERT, REPRESENTING WASHING

TON GAS LIGHT CO.

Mr. Lambert will you give us your name and who you represent here to-day?

Mr. LAMBERT. I am representing the interests that have recently acquired the Washington Gas Light Co., or 108,000 plus shares out of 130,000 total issue of the stock of the gas company.

The CHAIRMAN. That is, you mean, that you represent the consolidated company?

Mr. LAMBERT. No, sir; the Washington Gas Light Co. alone. Of course, there is no stock of the Georgetown company held outside of

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the Washington company. That is to say, the Washington Gas Light Co. is the legally authorized owner of practically all of the stock of the Georgetown Gaslight Co. with the exception of such shares as are necessary to qualify directors.

The CHAIRMAN. What was the total issue of stock?

Mr. LAMBERT. The total issue of shares of stock of the Washington Gas Light Co. is 130,000 shares of a par value of $20 each.

The CHAIRMAN. What is this new company? How many shares and what is supposed to be the value of that stock?

Mr. LAMBERT. Well, there is no new company. The Washington company already owns the Georgetown company; that is, it owns the stock of the Georgetown Gaslight Co. and has done so for some years; but one of the objects of this bill is to enable the Washington company and the Georgetown company to merge or come together as one company, to wit, as the Washington Gas Light Co., and eliminate all further existence of the Georgetown Gaslight Co.

Senator Rossion. What are the reasons for it? Mr. LAMBERT. One reason is that it will enable the putting into effect of a good deal of economy.

Senator ROBSION. Economy to whom, to the company or to the users of the gas?

Mr. LAMBERT. We assume that what is economy to the company is economy to the consumer.

Senator RobsION. Do you give us an assurance that there will be an adjustment of gas rates?

Mr. LAMBERT. I am going to explain the bill. On the question of the reduction of gas rates we have Mr. Burroughs here from New York, who appeared before the commission, and who is much better able than I am to advise you

about that. I might say, however, that in the hearing before the commission he promised a substantial reduction, as I recall it, of not less than 10 per cent of the present rates.

Senator Glass. Why may you not do this without legislation? If your company owns the other company, why may you not practically do the thing without legislation?

Mr. LAMBERT. That brings us back to somewhat ancient history.

The Washington Gas Light Co. was chartered by Congress, and under that charter the company is to-day operating. That charter was issued in 1848, at a time when we had no incorporation law and no code in the District of Columbia. There has never been any provision made by which corporations that were chartered by Congress could avail themselves of the rights and privileges and advantages of the corporation code which Congress has since enacted.

Senator Glass. Then you are seeking a new charter with increased power?

Mr. LAMBERT. No; we are not after a new charter. We are continuing on under our same charter, but we ask for new powers in connection and within the scope of that charter, and the right to avail ourselves of certain features of the corporation law which this Congress had already approved for the District of Columbia.

The CHAIRMAN. Well, I have seen something in the papers to the effect that we have a law in the District of Columbia enacted many years ago, which is supposed to forbid mergers or consolidations or combinations. It was sponsored by the late Senator La Follette.

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This legislation was supposed to meet that situation. Is there something in that? I am asking for information. I am not informed at all on the provisions of the La Follette bill.

Mr. LAMBERT. This meets that situation so far as the gas company is concerned.

The CHAIRMAN. In brief, what did that La Follette bill provide for? Mr. LAMBERT. It was an amendment that was passed in 1913. That bill provided that no public utility corporation could own stock of another public utility corporation; that no foreign utility corporation could own stock of a local public utility corporation, or foreign holding corporation hold stock of a local public utility corporation, and if any such corporation acquired as much as 20 per cent of the capital stock of a local public utility corporation they were amenable to proceedings provided in the act at the instance of the Commissioners of the District of Columbia.

Now, I may say in connection with that amendment that it was presented at a time when there was a great deal of dissatisfaction with the condition existing relative to local traction companies. There was at that time contemplated what was known as the Washington Utilities Co., which was a Virginia corporation, and which, it was claimed, as going to own as a holding company all of the traction companies in the District of Columbia. Grave fears were felt that there would be embarrassing situations or injury to the people by the issuance of watered stock; and as the result of that, the feeling existed that some legislation ought to be enacted.

Now, at that time, may it please the chairman, we had no public utility law in the District of Columbia and no way of controlling the operation of companies of that kind. It was apprehended that a public utility law, which was being talked of, would probably not pass. That is shown by the debates in connection with that amendment, and the amendment was put in to meet the instant pressing situation.

As a matter of fact, the bill did pass, providing for the Public Utility Commission in the District of Columbia. That bill covered everything that was necessary in the way of safeguards against the handling of stock or the improper issuance of stock, and so forth, and the control of the utilities by the commission and by Congress in turn, and that amendment was really not necessary.

Further, it did accomplish the object for which the amendment was put in, however, and that was that it prevented, in the absence of a utility law, the carrying into effect of the Washington utilities operation, because upon the passing of the amendment and the public utility law there was instituted by the Commissioners of the District of Columbia a suit to enjoin the carrying into effect of this proposed holding company project, and the result of that suit was that matters were held up for sufficient time for Congress to act in connection with the public utilities act and the bill, and then that suit was dismissed or disposed of.

It was generally conceded that that suit would probably not have been successful if it had been carried to a finality, but it stopped proceedings, in any event, until Congress could have the opportunity to act, as it did, by passing the public utilities act.

Does that answer that question?
The CHAIRMAN. Yes; I think that covers that all right.

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