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NOTICES

5004
Pile No. 70-1568
M inneapolis G as L ight C o.
NOTICE REGARDING FILING

At a regular session of the Securities and Exchange Commission held at its of fice in the City of Philadelphia, Pa., on the 21st day of July A. D. 1947.
Notice is hereby given that a declara tion has been filed with this Commission pursuant to the Public Utility Holding Company Act of 1935 by Minneapolis Gas Light Company Minneapolis , a pub lic utility subsidiary of American Gas &
Power Company American, a "regis tered holding company. Declarant desig nates sections 6 a and 7 of the act as applicable to the proposed transactions.
Notice is further given that any inter ested person may, not later than August 4, 1947, at 5:30 p. m., e. d. s. t., request the Commission in writing that a hearing be held on such matter, stating the na ture of his interest, the reasons for such request and the issues, if any, of fact or law raised by said declaration proposed to be controverted, or may request that he be notified if the Commission should or der a hearing thereon. At any time thereafter such declaration, as filed or as amended, may be permitted to become ef fective as provided in Rule U-23 of the rules and regulations promulgated pur suant to said act, or the Commission may exempt such transaction as provided in Rules U-20 a and U-100 thereof. Any such request shquld be addressed: Secre tary, Securities and Exchange Commis sion, 18th and Locust Streets, Philadel phia 3, Pennsylvania.
All interested persons are referred to said declaration which is on file in the office of this Commission for a statement of the transactions therein proposed, which are summarized below:
Minneapolis proposes to borrow from banks located in Minneapolis, Minnesota, during the balance of the year 1947, the sum of $1,000,000 on delivery of its prom issory notes as follows:
k Payable to
Dated
Northwestern Na tional Bank------- 8-1-47
F irst N ational Bank___L______ 8-1-47
Northwestern National Bank_____ 10-1-47
F irs t N ational Bank 10-1-47

Due
Inter est Amount rate
distribution of 100% natural gas instead of the present mixed gas. The total cost of conversion is estimated by the com pany to be approximately $800,000 of which $170,000 has been expended up to May 31,1947, leaving an estimated $630,000 to be expended during the last seven months of 1947. In addition thereto, the company estimates that its construction program for 1947 will require the ex penditure of approximately $2,150,000, of which $1,500,000 will be expended during the last seven months of this year. The declarant states that it is unable to fi nance its construction program by means of long term financing pending final con summation of the Plan of Simplification and Integration of Community Gas and Power Company, American Gas and Power Company, et aL, under section 11
e of the act and therefore must rely on short term borrowing.
The said plan relates to the dissolution of Community Gas and Power Company, a registered holding company and parent company of American, and the merger of Minneapolis into American which will then change its name to Minneapolis Gas Company which was approved by the Commission on April 10, 1946 and Jan uary 14,1947, Holding Company Act Re leases Nos. 6541 and 7131 and by the District Court of the United States for the District of Delaware by order entered on April 24,1947. An appeal taken from the order of the District Court is now pending before the United States Circuit Court of Appeals for the Third Circuit.
The declarant states that no state com mission has jurisdiction over the pro posed transactions and requests that the Commissions order to be issued herein become effective forthwith in view of its urgent need of the funds to be obtained from the proposed financing.
By the Commission.
SEAL

ORVAL L . DUBOIS,
Secretary.

F. R. Doc. 47-7020; Filed, July 25, 1947;
8:46 a. m.
File No. 811-364
INSURANSHARES CORP. OF DELAWARE

P er cent
8-1-48

2 $250,000

8-1-48

2

10-1-48

2

250,000

10-1-48

2

250,000

250,000

Under the banks commitment, the com pany is to agree that if it sells new se curities except to refund outstanding securities or borrows additional money, it will apply the proceeds therefrom to the payment of said notes and other in debtedness to the two banks, which in each case consists of a promissory note in the principal amount of $350,000 dated June 20, 1947, maturing nine months thereafter. The banks agree to renew any balance of the proposed loan owing at the maturity date of the respective notes for an additional twelve months.
The rate of interest on any renewal of the loan is to be negotiated at the time of such renewal.
Minneapolis states that it is in process of converting its gas utility system to the
NOTICE OF APPLICATION

At a regular session of the Securities and Exchange Commission, held at its office in the City of Philadelphia, Pa., on the 22d day of July A. D. 1947.
Notice is hereby given that Insuranshares Corporation of Delaware Insuranshares has filed an application pur suant to section 8 f of the Invest ment Company Act of 1940 for an order of the Commission declaring that Insuranshares has ceased to be an investment company within the meaning of the act, or, in the alternative, if the Commission shall refuse to make such an order, for an order pursuant to section 6 c of the act exempting Insuranshares 1 from the provisions of section 30 a of the act and Rule N-30A-1 promulgated thereunder insofar as such section and rule require the filing of annual reports with the Commission, 2 from the pro visions of section 30 b of the act and Rule N-30B1-1 promulgated thereunder insofar as such section and rule require
the. filing of quarterly reports with the Commission, and 3 from the provisions of section 30 d of the act and Rule N-30D-1 promulgated thereunder insofar as such section and rule require the t r a n sm ission to stockholders and filing with the Commission of semiannual re ports to stockholders although Insur anshares will continue to transmit and file annual reports pursuant to said sec tion and rule.
It appears from this application that the directors and stockholders of Insur anshares have duly voted to dissolve the Corporation pursuant to section 39 of the General Corporation Law of the State of Delaware as then in force; that a cer tificate of dissolution was duly issued by the Secretary of State of the State of Delaware on February 20, 1947 and an affidavit showing publication of such cer tificate was filed in said office on Febru ary 24, 1947; that at February 24, 1947
Insuranshares possessed assets aggre gating $545,345 of which $362,935 was in cash and $181,614 was in Government bonds and corporate securities at mar ket values; that Insuranshares declared a first liquidating dividend payable April 14, 1947 of $280,180 or $1.50 per share upon the 186,787 shares outstanding, gave notice thereof in writing to shareholders, and as at June 10,1947, had paid $232,394
on account thereof; that in the opinion of Insuranshares a liberal estimate of all further ordinary and all liquidation ex penses is $28,018; that there is no litiga tion igainst Insuranshares or any of the officers pending in any court; and that liquidation of the assets of Insuranshares has substantially progressed, will not be complicated, and will not involve any de lay other than ascertainment and pay ment of tax obligations.
For a more detailed statement of the matters of fact and law asserted, all per sons are referred to said application which is on file in the offices of the Com mission in Philadelphia, Pennsylvania.
Notice is further given that an order granting the application, in whole or in part and upon such conditions as the Commission may see fit to impose, may be issued by the Commission at any time after August 5, 1947 unless prior thereto a hearing upon the application is ordered by the Commission, as provided in Rule N-5 of the rules and regulations promul gated under the act. Any interested per son may, not later than July 31, 1947 at 5:30 p. m., in writing submit to the Commission his views or any additional facts bearing upon this application or the desirability of a hearing thereon, or re quest the Commission in writing th at a hearing be held thereon. Any such com munication or request should be ad dressed: Secretary, Securities and Ex change Commission, 18thf & Locust Streets, Philadelphia 3, Pennsylvania, and should state briefly thenature of the interest of the person submitting such information or requesting a hearing, the reasons for such request, and the issues of fact or law raised by the application which he desires to controvert.
By the Commission.
seal
O rval L. D uB o is ,
Secretary.

F. R. Doc. 47-7023; Filed, July 25, 1947;
8 : 4 6 a. m .