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2810-

F E D E R A L R E G I S T E R , Saturday,xM arch IS, 194S

Advances to Southern Berkshire Power &
Electric Company, due on demand, one of $10,000 bearing interest at 3% and one of $20,000 without interest, in the aggregate principal amount of $30,000
1 3% promissory note of The Spencer Gas Company dated June 1, 1935, due on de mand, ih the principal amount of $10,000
1 3% promissory note of Winchendon Electrict Light and Power Company dated May 18, 1931, due on demand, in the principal amount of $18,000
Advances to Winchendon Electric Light and Power Company, due on demand, 3% In
terest, in the aggregate principal amount of $22,000
Advances to Wachusett Electric Company, due on demand, 3% interest, in the princi pal amount of $240,000

and in exchange for the foregoing NEES
will pay MUAs debt to a bank $3,000,000
principal amount at December 12,1945
and assume its other obligations, includ ing liability in respect of undeposited shares of liquidated subholding compa nies, accrued interest, tax liabilities and other current liabilities aggregating $506,905.42 at January 1, 1945, and will transfer and deliver to MUA the following:
16,419 convertible participating preferred shares of M UA fo r cancellation 1,358,091 common shares, of M UA fo r can cellation 907,330.20 common shares of NEES for de livery to M UA shareholders $9,284,071.50 in cash for delivery to MUA
shareholders

B. MUA will transfer and deliver the above-mentioned 907,330.20 common shares of NEES and $9,284,071.50 in cash to its shareholders other than NEES at the rate of one and one-half common shares of NEES and $16.50 in cash for each preferred share of MUA and fifteen one-hundredths of a common share of NEES for each common share of MUA, and in exchange therefor such MUA
shareholders will transfer and deliver said preferred and common shares of MUA to MUA for cancellation.
V. RIPS will transfer and deliver to United Electric Railways Company for cancellation $400,000 principal amount of the United Electric Railways Com panys General and Refunding Mortgage Bonds, 5% Series A ,due January 1, 1951
subordinated, and in exchange there for United Electric Railways Company will transfer and deliver to REE% $420,000
principal amount of the Yellow Cab Companys 5% Serial Promissory Notes due 1945 to 1951 subject to pro rata re duction in said amounts for any of such notes acquired by Yellow Cab Company prior to the consummation date.
VI. A. RIPS will transfer and deliver to NEES all of the assets of R IPS after giv ing effect to the transaction between R IPS and United Electric Railways Com pany described in subparagraph V
above, consisting of its cash and U. S.
Treasury notes $433,326.22 at January 1, 1945, its receivables $61,132.66 at January 1,1945, and the following:
622,487 shares of capital stock of the par value of $50 per share of The Narragansett Electric Company 20 shares of capital stock of the par value of $100 per share of Providence Steam Com pany 20 shares of capital stock of the par value of $10 per share of Yellow Cab Company
81,799 shares of capital stock of the par value of $100 per share of United Electric Rail ways Company General and Refunding Mortgage Bonds, 5%, Series A, due January 1, 1951 subordi nated of United Electric Railways Com pany in the aggregate principal amount of $861,800
General and Refunding Mortgage Bonds, 4%, Series B, due January 1, 1951 $1,271,500
subordinated and $202,300 not subordi nated of United Electric Railways Com pany, in the aggregate principal amount of $1,473,800
5% Serial Promissory Notes of YeUow Cab Company, due 1945 to 1951, in the aggre gate principal amount of $420,000
1 4 % promissory note of Providence Steam Company dated April 2, 1935, due on de mand, in the principal amount of $5,000
1 4 % promissory/ note o f Providence Steam Company dated November 22, 1935, due on demand, in the principal amount of $5,000
Advances to Providence Steam Company, due on demand, $23,500 bearing interest at 4%
and $66,000 without interest, in the aggre gate principal amount of $89,500
100 shares of The Narragansett Company inactive
and in exchange therefor NEES will can cel and discharge the indebtedness of RIPS to NEES $1,225,000 principal amount at December 12, 1945, will as sume RIPS obligations under its 1928
agreement relating to the United Electric Railways Companys bonds, will assume R IPS other obligations, including obli gations on certain outstanding warrants, tax liabilities and other current liabili ties aggregating $432,489.23 at January 1, 1945, and will transfer and deliver to RIPS the following:
1,784 shares of preferred stock of RIPS for cancellation 77,494 shares of Class A stock of RIPS for cancellation 2,268,167 shares of Class B stock of RIPS for cancellation 506,095.75 common shares of NEES for de livery to RIPS shareholders $8,150,043 in cash for delivery to RIPS share holders
principal amount of $21,619,000 at De cember 12,1945 at the principal amount thereof plus a premium of Vz of 1% and its 5/2% debentures due 1954 in the principal amount of $23,081,500 at De cember 12,1945 at the principal amount thereof plus a premium of 1%, and the indebtedness of NOBO and MUA to banks, which it will have assumed as above set forth, at the principal amount thereof without premium, together in each case with accrued interest to the consummation date.
C. NEES will issue 6,695,074.27 of its new common shares and will transfer and deliver them in the exchanges re quired of it under the amended plan, and will issue, sell and deliver for cash $85,000,000 principal amount of its new funded debt, consisting of bonds, deben tures with or without collateral se curity and/or serial notes, and will use the proceeds thereof, and treasury funds to the extent necessary, to make the cash payments required of it under the amended plan.
V III.
A. Outstanding scrip and frac tional warrants representing fractional interests in any of the foregoing old shares will be dealt with as fractional shares; and new scrip representing frac tional interests in common shares of NEES will be issued, exchanged and de livered in lieu of fractional new common shares. I f dividends are not declared from and after January 1,1945 and prior to the consummation date to the extent set forth below, an amount in cash equal to the deficiency will be added to the se curities and cash, if any to be delivered in the respective exchanges for publicly held shares under the amended plan:
1 dividends on the NOBO preferred, the M UA preferred and the RIPS preferred and Class A at the fu ll rate to the effective date of the amended plan; and 2 dividends on the MP&L $2 preferred, the NEPA 6% preferred and $2 dividend pre ferred and the NO BO common to the extent of the net income before such dividends on the corporate basis from January 1, 1945 to the effective date of the amended plan but such dividends on the preferred stocks of MP&L and NEPA will not exceed the full rate of dividends accruing thereon.

B. RIPS will transfer and deliver the above - mentioned 506,095.75 common shares of NEES and $8,150,043 in cash to its shareholders other than NEES at the rate o f one common share of NEES
and $16.50 in cash for each preferred B. The foregoing transactions or any share of RIPS and three and threeof them may be effected through and de fourths common shares of NEES for each liveries may be made td or through trus Class A share of RIPS, and in exchange tees, exchange agents, or otherwise, therefor such RIPS shareholders will and/or the stock and securities and other transfer and deliver their preferred and property may be delivered direct to those -Class A shares of R IPS to RIPS for can ultimately entitled thereto, all in any cellation.
VII.
A. NEES will transfer and deliver manner consistent with the Court order enforcing the amended plan and within 4,180,558.8 common shares of NEES to the holders of its shares as constituted im the time limits, if any, specified in the mediately prior to the consummation of amended plan or in said Court order.
the amended plan other than MUA at The exchange agent will sell unex the rate o f five and four-tenths common changed new common shares and scrip shares of NEES for each old 6% pre and deliver the proceeds thereof, and ferred share of NEES, and one and eightdeliver to NEES any new common shares, tenths common shares of NEES for each scrip and cash held by it at the expira old $2 dividend preferred share of NEES
tion of the exchange period on account of and sixty-five one-hundredths o f a com unexchanged old certificates, all as pro mon share of NEES for each old common vided in the amended plan.
share of NEES, and in exchange there for such NEES shareholders will trans By the Commission.
fer and deliver their old preferred and seal O rval L . D u B o is , common shares of NEES to NEES for Secretary.
cancellation.
B. NEES will pay and discharge in cash its 5% debentures due 1948 in the
P. R. Doc. 46-4314; Piled, Mar. 15, 1946;
11:25 a. m.