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Saturday , January 1, 1949
SECURITIES AND EXCHANGE
COMMISSION
File Nos. 5492, 59-14, 54-19
N ew E ngland P ower A s s n ,
et al.

ORDER REGARDING REORGANIZATION FEES AND
EXPENSES

At a regular session of the Securities aiid Exchange Commission held at its office in the city of Washington, D. C. on the 23d day of December A. D. 1948.
In the matter of New England Power Association, Massachusetts Power and Light Associates, North Boston Lighting Properties, the Rhode Island Public Serv ice Company, Massachusetts Utilities As sociates Common Voting Trust, Massa chusetts Utilities Associates, File Nos.
54-92, 59-14, 54-19.
The Commission having on March 14, 1946, approved an amended plan of sim plification filed by New England Power Association now New England Electric System, a registered holding company, and by its then subsidiary subholding companies, Massachusetts Power and Light Associates, North Boston Lighting Properties, The Rhode Island Public Service Company, Massachusetts Utili ties Associates Common Voting Trust and Massachusetts Utilities Associates, pursuant to the provisions of section 11
e of the Public Utility Holding Com pany Act of 1935, but having reserved jurisdiction to approve, disapprove, mod ify, allocate or award by further order or orders herein all fees or other compensa tion and all remuneration of expenses claimed or thereafter to be claimed in connection with the amended plan, the transactions incident thereto and the consummation thereof; and Numerous persons having filed appli cations for approval of payment to them out of the corporate estate, New England Electric System, of fees and expenses in said connection; and A public hearing having been held, and the Commission having considered the record and having this day made and filed its findings and opinion herein;
It is hereby ordered, That the appli cations of the following named persons be and are hereby approved in the amounts indicated and not otherwise:
Ropes, Gray, Best, Coolidge & Rugg, principal attorneys for the proponents $170,000 for fees and $1,674.37 for dis bursements, less $79,500 heretofore paid on account of fees and $1,091.94 hereto fore paid on account of disbursements;
Ely, Bradford, Thompson &Brown, co counsel for proponents$3,000 for fees, which amount has heretofore been paid in full;
Bingham, Dana & Gould, attorneys for certain lending banks$5,000 for fees;
Merrill Lynch, Pierce, Fenner &Beane, financial advisers$25,000 for compen sation;
Old Colony Trust Company, exchange agent$58,015.84 for services to Decem ber 31, 1947, and on the same basis for services thereafter;
Irving Trust Company, co-rexchange agent$7,014.08 for services to Decem
FEDERAL REGISTER

ber 31,1947 and onthe same basis there after;
Winthrop, Stimson, Putnam & Rob erts, attorneys for The Rhode Island Public Service Company Preferred Stock holders Committee$20,000 for fees and $1,919.50 for disbursements;
Hinckley, Allen, Tillinghast &Wheeler, co-counsel for said committee$15,000
for fees and $2,465.50 for disbursements;
Reis & Chandler, Inc., Financial advis ers to said committee$20,000 for com pensation and $661.80 for disbursements;
The Rhode Island Public Service Com pany Preferred Stockholders Commit tee$3,996.47 for disbursements.
It is further ordered, That the appli cations of the following named persons be and are hereby denied in toto:
Lyons & Black, attorneys for certain preferred stockholders of Massachusetts Power and Light Associates;
John Q. Tilson, attorney for certain other preferred stockholders of the same company;
Matthew Lahti, a preferred stock holder of Massachusetts Power and Light Associates, North Boston Lighting Prop erties, and The Rhode Island Public Service Company;
Herrick, Smith, Donald, Farley &
Ketchum Henry R. Guild, attorneys for certain preferred stockholders of New England Power Association.
By the Commission.
seal

O rval L. D ttB o is ,
Secretary.
F. R. Doc. 48-11480; Filed, Dec. 31, 1948;
8:46 a. m.

File Nos. 70-326, 59-22, 54-73
N orth A merican G as and E lectric C o .
and L oeb & E ames , I nc .
SUPPPLEMENTAL ORDER RELEASING JU R IS
DICTION 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 24th day of December 1948.
The Commission, by order dated May 17, 1945 Holding Company Act Release No. 5805, having released jurisdiction over fees and expenses in connection with an Amended Plan, filed pursuant to Sec tion 11 e of the Public Utility Holding Company Act of 1935, providing for the liquidation and dissolution of North American Gas and Electric Company North American, a registered hold ing company, on the basis of schedules and estimates of fees and expenses in curred prior to December 14, 1944, and thereafter to be incurred; and It now appearing from the Second and Final Report of North American, dated December 21, 1948, and from statements filed by its counsel and auditors, that services have been performed and fees and expenses incurred in excess of said estimates, as appears from the following schedule;

7
Per final report
Per 1944
esti m ate
and expenses of Seibert & Riggs:
As counsel for N orth American $3,500.79 $702.42
As counsel for Loeb & Eames, Inc..
256.70
For expenses of final audit by inde pendent accountants_____ ____
325.00 200.00
Cost of publication of notices by Loeb & Eames, I n c .. .
88.14
20.0
For services of The Continental Bank & T ru st Co. of New York in dis tributing dividends received on Colonial Ice Co. common stock 150.00
Fees
It further appearing that the aggre gate of fees and expenses paid and pro posed to be paid according to the final report are not substantially in excess of the total accounts approved in said order dated May 17, 1945, and that the items set forth above rpresent necessary serv ices and are not unreasonable in amount:
It is ordered, That jurisdiction be and it is hereby released with respect to the payment of fees and expenses in the amounts set forth in said second and final report of North American.
By the Commission.
seal

O rval L. D u B o is ,
Secretary.
F. R. Doc. 48-11479; Filed, Dec. 31, 1948;
8:46 a. m.J

File No. 70-1991
U pper P eninsula P ower C o .
ORDER GRANTING APPLICATION

At a regular session of the Securities and Exchange Commission, held at its office in the city of Washington, D. C., on the 27th day of December A. D. 1948.
Upper Peninsula Power Company Upper Peninsula, a subsidiary of both Consolidated Electric and Gas Com pany and The Middle West Corporation, both registered holding companies, hav ing filed an application, and an amend ment thereto, with this Commission pur suant to section 6 b of the Public Util ity Holding Company Act of 1935 act for exemption from the provisions of sec tions 6 a and 7 thereof in respect of the following proposed transactions:
Upper Peninsula proposes to issue" and sell to The Travelers Insurance Company at face amount, , $400,000 principal amount of its First Mortgage Bonds, 4%
Series due 1978, dated December 1, 1948.
Such bonds will be issued under and se cured by the Indenture of Mortgage dated May 1, 1947 of Upper Peninsula to the City National Bank and Trust Company of Chicago as amended by a Supplemental Indenture to be dated December 1, 1948.
The net proceeds of such sale will be used by Upper Peninsula to retire its presently outstanding $200,000 2V2%
bank note and any additional notes which may be issued prior to the sale of such bonds, for property additions and betterments, and to provide working capital; and Said application having been filed on October 29,1948 and notice of filing hav-