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Wednesday, September 28, 1949
The complete application may be in spected at the office of the Commission in Washington, D. C.
Any interested person desiring the Commission to hold a hearing upon such application shall request the Commission in writing so to do within 20 days from the date of this notice. As provided by the general rules of practice of the Com mission, persons other than applicants should fairly disclose their interest, and the position they intend to take at the hearing with respect to the application.
Otherwise the Commission, in its discre tion, may proceed to investigate and determine the matters involved in such application without further or formal hearing.
By the Commission, Division 2.
seal
W. P. B artel, Secretary.
F. R. Doc. 49-7799; Piled, Sept. 27, 1949;
8:47 a. m.

SECURITIES AND EXCHANGE
COMMISSION
Pile No. 54-134
N iagara H udson P ower C orp.

ex al .

ORDER APPROVING PLAN AND GRANTING AND
PERMITTING APPLICATIONS AND DECLARA
TIONS TO BECOME EFFECTIVE

At a regular session of the Securities and Exchange Commission, held at its office in the city of Washington, D. C., on the 21st day of September 1949.
In the matter of Niagara Hudson Power Corporation, Union Bag & Paper Power Corporation, New York Power and Light Corporation, Pile No. 54-134.
Niagara Hudson Power Corporation Niagara Hudson , a registered holding company, and New York Power and Light Corporation and Union Bag & Paper Power Corporation, subsidiaries of Ni agara Hudson, having filed a joint appli cation under section 11 e of the Public Utility Holding Company Act of 1935 for approval of a plan proposing the merger of Union Bag &Paper Power Corporation into New York Power and Light Corpora tion and related transactions; and A public hearing having been held after appropriate notice, the Commission having considered the record and finding that all of the outstanding securities of Union Bag and the common stock of New York Power are owned by Niagara Hudson, that the properties of Union Bag are located in the same area and interconnected with the properties of New York Power from whom Union Bag derives 78% of its revenues, that the plan will eliminate an unnecessary corporate entity in the Niagara Hudson system, and that the plan is necessary to effectu ate the provisions of section 11 b of the act and fair and equitable to the persons affected:
It is ordered, pursuant to section 11
e of the act, and other applicable pro visions of the act, that the plan be, and hereby is, approved, and that the appli cations and declarations with respect to the transactions involved in consumma tion of the plan be, and they hereby are, granted and permitted to become effective, respectively, subject to the con
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FEDERAL REGISTER

ditions specified in Rule U-24 of the gen eral rules and regulations promulgated under the act.
The applicants having requested that the order of the Commission herein con form to the formal requirements speci fied in Supplement R and section 1808
f of the Internal Revenue Code and contain the recitals and specifications prescribed therein; and it appearing to the Commission that applicants re quest in this respect should be granted:
It is further ordered and recited, That the transactions proposed in the afore said plan to be effected by Niagara Hud son Power Corporation, New York Power and Light Corporation and Union Bag &
Paper Power Corporation, including par ticularly those hereinafter described and recited, are necessary or appropriate to effectuate the provisions of subsection b of section 11 of the Public Utility Holding Company Act of 1935 and are h e r e b y authorized, approved and directed:
1 The issuance to Niagara Hudson Power Corporation by New York Power and Light Corporation of 100,000 addi tional shares of no par value common capital stock of said New York Power and Light Corporation;
2 The transfer to New York Power and Light Corporation by Niagara Hud son Power Corporation of 5,000 shares of the common capital stock of Union Bag &
Paper Power Corporation now outstand ing; and 3 The transfer or conveyance to New York Power and Light Corporation upon and by the effect of the merger of New York Power and Light Corporation and Union Bag & Paper Power Corporation of all the right, title and interest of Union Bag & Paper Power Corporation in and to any lands, tenements or realty.
By the Commission.
seal

O rval L. D u B o is ,
Secretary.
P. R. Doc. 49-7795; Piled, Sept. 27, 1949;
8:46 a. m.

File No. 70-2196
W est P e n n E lectric C o .
SUPPLEMENTAL ORDER PERMITTING DECLARA
TION TO BECOME EFFECTIVE AND RESERVING
JURISDICTION OVER FEES AND EXPENSES

At a regular session of the Securities and Exchange Commission held at its office in the city of Washington, D. C., on the 21st day of September A. D. 1949.
The West Penn Electric Company Electric, a registered holding com pany, having filed a declaration with this Commission, pursuant to the Public Utility Holding Company Act of 1935, re garding the issuance and sale, at com petitive bidding pursuant to Rule U-50, of $31,000,000 principal amount of Col lateral Trust Sinking Fund Bonds, the issuance on subscription rights to pres ent holders of its common stock of 468,621 shares of new common stock, the issuance on exchange offers to present holders of its preferred and Class A
stocks of 388,274 shares of new common stock, and the issuance and sale to under
writers of the balance of the above ag gregate of 856,895 shares of new common stock not taken on subscription rights or on exchange offers;
The Commission having by order dated August 31, 1949, granted an exception to the competitive bidding requirements of Rule U-50 with respect to the sale to underwriters of the balance of new com mon stock not taken by subscription rights or exchange offers and having by order dated September 14, 1949, permit ted the declaration to become effective, subject, among other requirements to the conditions that the proposed issuance and sale of these securities should not be consummated until the results of com petitive bidding with respect to the bonds, the negotiations with underwriters with respect to the common stock, and the terms of the subscription rights and ex change offers have been made a matter of record in this proceeding and a fur ther order entered by the Commission on the basis of the record as so com pleted;
Electric having now filed an amend ment to the declaration stating that, pursuant to the competitive bidding re quirements of Rule U-50, the following bids were received for the bonds :
Bidder
In terest rate
Price
Cost of money to the company
P er
Lehman Bros, and Gold cent man, Sachs & Co
3H 101. 5799
W. C. Langley & Co. and The First Boston Corp___
3 i 101.3099
Kuhn Loeb & Co. and Harriman Ripley & Co., 3H 100. 55
Inc

3.405626
3. 421618
8.840579

It appearing that Electric has accepted the bid of Lehman Brothers and Gold man, Sachs &Co. and that the bonds are to be resold to the public at 102.526, plus accrued interest from September 1,1949, representing a spread to the underwriters of 0.9461% on the bonds;
It further appearing that, pursuant to negotiations conducted by the company with a number of investment bankers subsequent to our order granting an ex ception from Rule U-50, Lehman Broth ers and Goldman, Sachs & Co. were engaged to act as underwriters for the sale of the new common stock; that, pur suant to this underwriting undertaking, the new common is to be offered on sub scription rights at 23% and is to be offered in exchange for preferred and Class A Stock at 24%; that all shares not subscribed for or accepted on ex change will be taken by the underwriters at their respective initial offering prices;
and that the underwriters commission will be 71 cents for each share initially offered for subscription and 75 cents for each share initially offered for exchange which will represent the full commission regardless of the number of shares taken on subscription or accepted on exchange;
It is ordered, That the declaration, as amended, be, and the same hereby is, permitted to become effective forthwith, subject to the terms and conditions of Rule U-24 and to the further condition that the reservation of jurisdiction with