OPUR Frequently Asked Questions

(2) A staff attorney and staff accountant are assigned to review each filing.

Comments on applications by the staff are conveyed to the applicant either orally or in writing. Amendments are made to the filing if necessary.

(3) Once the filing is in proper form, a notice is issued giving a summary of the proposed transactions. The notice appears in the Federal Register and generally gives interested parties approximately 25 days to submit comments or to request a hearing on the filing. Notices give instructions for submitting comments or requesting a hearing. Someone wishing to comment or request a hearing on a filing should submit comments or requests in writing to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-9303 by the designated deadline. A copy of the comment or hearing request also must be served on the filer at the address given in the notice. Proof that a copy was served on the filer should be filed with the comment or hearing request sent to the Secretary of the Commission.

Any request for a hearing must present issues of fact or law that are relevant to the findings the Commission is required to make under the 1935 Act. The written request for a hearing should identify specifically the issues of fact or law that are relevant or disputed.

(4) If comments are made by the public during the comment period, these documents are available for public review at the Commission's Office of Filings and Information Services Public Reading Room at Commission headquarters, 100 F Street, NE, Room 1580, Washington, DC, 20549 (202), 551-8090. Comments are kept by file number.

(5) Any request for a hearing is considered by the Commission. OPUR reviews the request and makes a recommendation to the Commission on the disposition of the application and whether the hearing request should be granted. If the Commission decides to conduct a hearing, another notice is published in the Federal Register that tells interested parties about the hearing and how to participate.

(6) An order approving a filing may be issued by the Commission or by the Division of Investment Management under delegated authority. Most orders are issued by delegated authority. However, the Commission will issue the order if a filing involves a novel issue, if a request for a hearing has been received or if the Commission sets the filing for hearing generally by an administrative law judge.

(7) Once an order is issued, it is available to the public on electronic legal databases; at the Commission's Public Reference area, 100 F Street, NE, Washington, DC 20459-2521; and on this OPUR web site at Orders.

• Go to: www.sec.gov/news/digest.shtml. The News Digest offers summaries of all notices and orders when issued.

• Go to: www.gpoaccess.gov/fr/index.html. The Federal Register publishes the full text of all notices shortly after they are issued.

• Go to: Filings on this web site, which is an inventory of pending applications. If a notice has been issued in a pending matter, a link is provided at Filings. At Orders on this web site, you can find orders issued by OPUR since January 1, 2003.

• Contact the Commission's Office of Filings and Information Services' Public Reference area at Commission headquarters, 100 F Street, NE, Washington, DC, 20549-2521, (202) 551-8090. All Commission releases, including OPUR notices and orders, can be located by file number.

• Access electronic legal databases that include the text of orders and notices. These are private sector databases that require subscription fees for access.

For older filings, go to the EDGAR database search page on the Commission web site and enter the name of the company and the type of filing sought.

You may also contact Publications at the Commission's headquarters, 100 F Street, NE, Washington, DC 20549-2521 (202) 551-4040 to request a blank form.

The 1935 Act requires all public utility holding companies to register with the Commission, unless they qualify for one of the exemptions made available by Section 3(a). That section directs the Commission to exempt "from any provision or provisions of the Act" a holding company that satisfies the objective requirements of any of the five narrowly drawn categories in Section 3(a) "unless and except insofar as it finds the exemption detrimental to the public interest or the interest of investors or consumers."

The two most common exemptions, set forth in sections 3(a)(1) and 3(a)(2) of the 1935 Act, are known as the "intrastate exemption" and the exemption for a holding company that is "predominantly a public utility company." The intrastate exemption is available for a holding company if:

The company, as well as every subsidiary company of it that is a public utility company from which the holding company derives directly or indirectly any material part of its income, are predominantly intrastate in character and carry on their business substantially in a single state where the holding company and all of its public utility subsidiaries are organized.

The Section 3(a)(2) exemption is available for a holding company that is predominantly a public utility company whose operations do not extend beyond the state in which it is organized and states contiguous to that state.

Holding companies may obtain these exemptions by Commission order or by filing annual statements in accordance with Rule 2 under the 1935 Act on Form U-3A-2, which requires information substantiating eligibility for the claimed exemption.

The other three exemptions from registration under the 1935 Act can be granted by a Commission order to a holding company that is: (1) "only incidentally a holding company," being primarily engaged in another business (Section 3(a)(3)); (2) "temporarily a holding company" (Section 3(a)(4)); or (3) essentially foreign, with foreign utility interests and no significant domestic utility operations.

Exempt holding companies are exempted from all the provisions of the 1935 Act, except Section 9(a)(2). Section 9(a)(2) requires the Commission to approve the acquisition, directly or indirectly, of 5% or more of the securities of an additional public utility company.

Under Section 3 and Rule 6 of the 1935 Act, an exemption may be terminated or made conditional if the interests of investors, consumers or the public require it or if a holding company claiming exemption does not satisfy the requirements of the exemption.

Filers may request an exemption for documents that otherwise must be filed electronically:

Temporary Hardship Exemption: A temporary hardship exemption may be requested if an electronic filer has technical difficulties that prevent electronic filing on a required filing date. Section 201 of Regulation S-T provides details on requesting and using this exemption. Documents are filed with Form TH. The regulations require that an electronic format of any documents filed under a temporary hardship exemption be submitted within six business days of the date the paper documents were filed.

Continuing Hardship Exemption: A continuing hardship exemption is available if all or part of a filing cannot be filed electronically without undue burden or expense. Section 202 of Regulation S-T provides details on requesting and using this exemption. A written application for continuing hardship exemption should be made at least 10 business days before the due date of the filing. The request should include the reason that computer hardware and software is not available without unreasonable burden or expense, a description of the burden or expense involved with alternative means of filing electronically, the reasons for not submitting electronically and justification for the time period requested for filing. The Commission or the staff under delegated authority will decide whether to grant the exemption.

Also, read:

Testimony on February 13, 2002, by former Commissioner Isaac C. Hunt Jr. before the House Subcommittee on Energy and Air Quality, Committee on Energy and Commerce.

Testimony on February 6, 2002, by former Commissioner Isaac C. Hunt Jr. before the Senate Committee on Energy and Natural Resources.

Testimony on December 13, 2001, by former Commissioner Isaac C. Hunt Jr. before the House Subcommittee on Energy and Air Quality's Committee on Energy and Commerce.

Testimony in June 2001, by former Commissioner Hunt during before the U.S. House Committee on Financial Services.

Modified: 06/23/2005