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a declaration, pursuant to sections 6, 7
and 12 of the Public Utility Holding Company Act of 1935 the act and Rules U-42 and U-50 promulgated there under with respect to the following pro posed transactions:
NEES proposes to issue and sell 828,516 additional shares of its common stock of $1 par value. The shares are to be offered to the common stockholders of NEES for subscription during a period of not less than fourteen nor more than seventeen days on the basis of one share for each 16 shares held on the record date, which will be the effective date of the registration statement filed with this Commission in connection with such issue and sale. If the number of Com mon Shares held of record by any share holder is not evenly divisible by ten, the warrant such shareholder will receive will entitle him to subscribe for one addi tional Common Share in excess of the whole number of additional Common Shares to which he would otherwise be entitled. Accordingly, if said proposed 828,516 shares are insufficient to satisfy this right, NEES proposes to issue such number of additional shares as may be necessary. The subscription price per share is to be determined by the com pany. The rights to subscribe are to be evidenced by subscription warrants. No fractional shares are to be issued. How ever, in lieu of rights for fractional shares, a stockholder will be entitled to subscribe for one additional share in ex cess of the whole number to which he would otherwise be entitled.
NEES proposes, if considered neces sary or desirable, to stabilize the price of its common stock for the purpose of facilitating the offering and distribution of the additional shares of common stock by the purchase of not in excess of 41,426
shares of its common stock during the three business days preceding and on the day on which bids are opened, up to the time a bid is accepted or all bids are rejected.
The above described offering is to be underwritten and the company proposes to select the underwriters through com petitive bidding pursuant to Rule U-50.
At least 42 hours prior to the time for the submission and opening of bids, NEES
will advise the prospective bidders of the subscription price per share. The un derwriters will be required to purchase at the .subscription price any unsub scribed shares and the stock, if any, ac quired by the company through stabiliz ing operations and will be required to specify the aggregate amount of com pensation for their commitments and obligations in this connection.
The net proceeds to be derived from the proposed sale of the additional shares of common stock will be added to the general funds of the company and ap plied in furtherance of the construction programs of its subsidiaries either through advances or the purchase of additional shares of their common stocks issued for the purpose of permanently financing construction expenditures. It
NOTICES
is stated that if temporary short-term borrowings are required by NEEIS prior to the receipt of proceeds from the sale of the additional shares of common stock such short-term borrowings would be paid from the proceeds when received.
. NEES has retained the services of The First Boston Corporation as financial adviser in connection with the proposed, issue and sale of common stock and re lated matters, and the fee for such serv ices is estimated at $20,000 and the out-of-pocket expenses are estimated not to exceed $3,500. Total expenses of the issuance and distribution of the ad ditional shares of common stock are estimated at $150,000, including $20,000
for incidental services to be performed at cost by New England Power Service Company, an affiliated service company.
It is represented that no State com mission, or any other Federal commis sion has jurisdiction over the proposed transactions. Declarant requests that the Commissions order herein become effective upon issuance.
Said declaration having been filed on April 20, 1953, and the last amendment thereto having been filed on May 4, 1953, and notice of the filing of said declara tion having been given in the form and manner prescribed by Rule U-23 promul gated under the act, and the Commission not having requested a hearing.with respect to said declaration, as amended, within the time specified in said notice, or otherwise, and not having ordered a hearing thereon; and The Commission finding with respect to the proposed transactions that all ap plicable provisions of the act and the rules promulgated thereunder are satis fied, that no adverse findings are required thereunder, and deeming it appropriate in the public interest and in the interest of investors and consumers to permit said declaration, as amended, to become effective forthwith, subject to the reservation of jurisdiction herein after specified:
I t is ordered, Pursuant to the appli cable provisions of the act and the rules thereunder, that said declaration, as amended, be, and the same hereby is, permitted to become effective forthwith, subject, however, to the provisions of Rule U-24 aidto the condition that the proposed issuance and sale of common shares shall not be consummated until the results of competitive bidding pur suant to Rule U-50 shall have been made a part of this proceeding and a further order of this Commission shall have been issued in the light of the record, as so completed, for which purpose jurisdic tion is hereby reserved and subject fur ther to a reservation of jurisdiction with respect to all fees and expenses in con nection with the proposed transactions.
By the Commission.
seal
O r val L . D u B o i s ,
Secretary.
P. R. Doc. 53-4757; Piled, June 1, 1953;
8:46 a. m.

Pile No. 70-3059
U nited G as C orp.
ORDER REGARDING INCREASE IN AUTHORIZED
COMMON STOCK

M ay 27, 1953.

United Gas Corporation United", a gas utility subsidiary of Electric Bond and Share Company, a registered hold ing company, having filed a declaration pursuant to the Public Utility Holding Company Act of 1935, particularly sec tions 6 a and 7 thereof with respect to the proposed transactions which are summarized as follows:
United proposes to amend its Cer tificate of Incorporation so as to increase its authorized common stock from 12,000,000 shares with a par value of $10
per share, of which 11,718,632 shares are outstanding, to 15,000,000 shares with a par value of $10 per share. The amend ment will require the approval of the holders of the majority of the shares of outstanding common stock of United.
The Company intends to submit the pro posed amendment to its stockholders at the annual meeting to be held on June 17, 1953, and will solicit proxies with respect thereto.
In connection with the issuance and sale of $60,000,000 principal, amount of debentures by United in October 1952, the Company estimated that it would be required to raise $50,000,000 during 1953, principally for construction purposes, which it was contemplated would be raised through the issuance and sale of additional debentures and common stock. The declaration states that while no definite program of financing has been formulated as to the number of shares of common stock or debentures to be issued and sold, the proposed amendment to Uniteds Certificate of In corporation is a necessary step to the carrying out of any such program con templating the issuance and sale of common stock.
Said declaration having been filed on May 1, 1953, notice of said filing having been given in the form and manner pre scribed by Rule U-23 promulgated pur suant to said act, the Commission not having received a request for hearing within the time specified in said notice, or otherwise, and the Commission not having ordered a hearing thereon; and The Commission finding with respect to said declaration that the applicable provisions of the act and rules promul gated thereunder are satisfied and that no adverse findings are necessary and deeming it appropriate in the public interest and in the interest of investors and consumers that said declaration be permitted to become effective forthwith:
It is ordered, Pursuant to Rule U-23
and the applicable provisions of the act that said declaration be, and hereby is, permitted to become effective forthwith, subject to the terms and conditions pre scribed in Rule U-24.
By the Commission.
sea l
O rval L . D u B o is ,
Secretary.
P. R. Doc. 53-4759; Piled, June I, 1953;
8:47 a. m.J