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tion states th at Minnesota may make purchases of not to exceed 60,993 shares being a number of shares equal to ap proximately 5 percent of the new shares of common stock to be issued by Minne sota of its presently outstanding stock in order to facilitate the proposed offer ing and sale of additional shares of its common stock or to stabilize the market price therefor. It is stated th at to avoid the complications and expense of issu ing subscription warrants in units in volving a fraction of a share, Minnesota proposes, if the number of shares of common stock held of record by any shareholder is not evenly divisible by ten, the warrant such shareholder will re-ceive will entitle him to subscribe for one share in lieu of the fraction of a share to which he would otherwise be entitled.
The additional shares of preferred stock of Minnesota, to be known as Cumulative Preferred Stock, $_Series, will be sold pursuant to the competitive bidding requirements of Rule U-50, the price which shall be not more than $102.75 per share nor less than $100 per share and the annual dividend rate which shall be a multiple of 4 cents, to be fixed as a result of the bidding.

NOTICES

It is stated th at the proceeds of the sale of additional shares of common and preferred stock by Minnesota and the proceeds of the sale of additional shares of commonjstock by Wisconsin, together with other corporate funds, will be used for the purpose of retiring $20,000,000
of bank loans of Minnesota evidenced by its promissory notes maturing July 15, 1954, and $2,500,000 of bank loans of Wisconsin evidenced by its promissory notes maturing June 9, 1954, and to finance new construction. Minnesota estimates th at the expenditures of it and its subsidiaries for construction dur ing 1954 will aggregate approximately $52,350,000.
The application-declaration further states th at no State commission, other than the Public Service Commission of North Dakota, or Federal commission, other than this Commission, has juris diction over the transaction proposed by Minnesota, and th at the issuance and sale of common stock by Wisconsin is subject to the authorization by the Pub lic Service Commission of Wisconsin.
Applicants-declarants request th at this Commissions order become effec tive upon issuance.

Notice is further given that any in terested person may, not later than April 1, 1954, a t 5:30 p. m., request the Com mission in writing th at a hearing be held on such matter, stating the nature of his interest, the reasons for such request and the issues of fact or law, if any, raised by said joint application-declara tion which he desires to controvert, or may request th at he be notified if the Commission should order a hearing thereon. Any such request should be ad dressed: Secretary, Securities and Ex change Commission, 425 Second Street NW., Washington 25, D. C. At any time after April 1, 1954, a t 5:30 p. m., said joint application-declaration, as filed, or as amended hereafter, may be granted and permitted to become effective as pro vided in Rule TJ-23 of the rules and regu lations under the act, or the Commission may exempt such transactions as pro vided in Rules U-20 a and U-100
thereof.
By the Commission.
seal
O rval L. D tjB ois,
Secretary.

F. R. Doc. 54-2094; Filed, Mar. 23, 1954;
8:52 a. m .l