Lexington Gas and Electric Company used in its business of generating and furnishing electricity, with the proviso that prior to said purchase and sale or simultaneously therewith "all of the bonds, notes and debts of said Lexington company shall be extinguished;" and

Whereas, it appeared at the hearing and now appears that it has been impracticable to ascertain the owners of three of said bonds; it is now

Voted, That if the purchasing company shall deposit with the trustees for said bondholders cash for the purpose and sufficient to fully pay and cancel said three bonds, and shall pay and cancel all the other bonds, notes and debts of said Lexington company, such deposit, payment and cancellation shall be construed as a full and satisfactory compliance with said proviso. (April 30.)

This was the joint application of the Lynn Gas and Electric Company and the Marblehead Gas and Electric Company for the determinations relative to their consolidation under the name of the "Lynn Gas and Electric Company," required by the provisions of chapter 529 of the Acts of 1908, as amended by chapter 316 of the Acts of 1909, and the application of the Lynn Gas and Electric Company for the approval of an issue of 25 shares of additional capital stock, for the purpose of effecting such consolidation.

After due notice a public hearing, as required by law, was held on these applications. Several representatives of the town of Marblehead were present, and expressed their approval of the proposed consolidation.

Annexed to the application for consolidation was the agreement of the two companies to consolidate, together with certified transcripts from the records of both corporations, from which it appeared that the terms of the consolidation had been approved, at meetings called for the purpose, by votes of more than twothirds in interest of each of the contracting parties, adopted within less than four months prior to the filing of said appli

cation.

The Lynn Gas and Electric Company was engaged in making and selling both gas and electricity in Lynn, Nahant, Saugus and Swampscott. The Marblehead Gas and Electric Company was engaged in selling gas only in Marblehead, a municipality contiguous to Swampscott. The Marblehead company was chartered

by special act in 1854 as the Marblehead Gas Light Company, for the purpose of making and selling gas in Marblehead. In 1886 its name was changed, and it was duly authorized to furnish the inhabitants of Marblehead with electric light, but it never engaged in that business. It had an authorized capital of $50,000, of which only $40,000 was ever issued, and this $40,000 was reduced to $20,000 in 1900. In 1892 it issued bonds to the amount of $7,500, maturing in 1902, and of these bonds $6,500 were outstanding in 1900. In the latter year the company, with the approval of the Board, issued $3,500 more bonds, also maturing in 1902. On April 1, 1910, these bonds for $10,000 were still outstanding, and, with the company's other debts, amounted to $22,184.67. It had a plant with a book value of $51,010.34, and other assets of a book value of $3,466.43. With the exception of a dividend of 1 per cent in 1894, the company had paid no dividends since 1889. During the year ending June 30, 1909, it sold about 5,800,000 cubic feet of gas, for which it charged a maximum net price of $2 per thousand. For some years the company had been owned or controlled by interests friendly to the owners of the Lynn company. The mains of the two companies had been for some time connected at the Swampscott line, and subsequent to June, 1910, the Marblehead company began purchasing substantially all of its gas from the Lynn company.

By the terms of the agreement to consolidate, the Marblehead company was to convey and transfer to the Lynn company "all its franchises, locations, land, buildings, rights, easements, equipment, moneys and other property, real and personal, used in its business of manufacturing and distributing gas; " and the Lynn company was to assume and pay all of the lawful liabilities of the Marblehead company, and to issue and exchange 25 shares, of the par value of $100 each, of the former company for the 200 outstanding shares, of the par value of $100 each, of the latter company. When this exchange of stock was effected, the certificates of the shares of the stock of the Marblehead company were to be surrendered and cancelled and were not to be reissued. Under this arrangement the aggregate amount of the capital stock and the aggregate amount of the debt of the two companies would not be increased by reason of the consolidation.

It appeared at the hearing that for some time past the service furnished by the Marblehead company had not been satisfactory, and the price charged for its gas had been so high as to be almost prohibitive. The Lynn company stated that, if the consolidation was approved, its purpose was to immediately overhaul and extend the existing mains of the Marblehead company, and to reduce the price in Marblehead to $1.25 net per thousand cubic feet. Even at this price, the substantial advantage of this consolidation to consumers in Marblehead was obvious. The Board is of the opinion, however, that any differential price in Marblehead should be but a temporary arrangement, to continue only during the period necessary for the new construction proposed, and until the benefits to be derived from the additional business, which a satisfactory service and progressive management should readily develop, shall be realized. The Board further found that there will be no disadvantage to the territory supplied by the Lynn company, and that the facilities for furnishing and distributing light, heat and power will not be diminished by reason of such consolidation.

The following was therefore adopted:

In the matter of the application of the Lynn Gas and Electric Company and the Marblehead Gas and Electric Company for the determinations relative to their consolidation under the name of the "Lynn Gas and Electric Company," required by the provisions of chapter 529 of the Acts of 1908, as amended by chapter 316 of the Acts of 1909, and also in the matter of the application of the Lynn Gas and Electric Company for the approval by the Board of an issue of additional capital stock of a par value of $2,500 for the purpose of said consolidation :

The Board of Gas and Electric Light Commissioners, after notice and a public hearing and upon due consideration thereof, hereby determines that the facilities for furnishing and distributing light, heat and power will not by reason of said consolidation be diminished; and that said consolidation and the terms thereof, as set forth in said application and in the agreement thereto annexed, are consistent with the public interest.

And, for the purpose of effecting said consolidation, after notice and a public hearing, it being deemed by the Board that the said amount of stock is reasonably necessary for the purpose for which such issue is authorized, it is

Ordered, That the Board hereby approves of the issue by the Lynn Gas and Electric Company, in conformity with all the requirements

of law relating thereto, of twenty-five shares of additional capital stock, of the par value of $100 each, and of the exchange of the same for the entire capital stock of the Marblehead Gas and Electric Company, upon the basis of one share of the stock of the Lynn Gas and Electric Company for eight shares of the stock of the Marblehead Gas and Electric Company, and that said shares and the proceeds thereof shall be used and applied to no other purpose. (May 25.)

PETITIONS FOR CONSOLIDATION OF THE COMPANIES IN GRAFTON, UXBRIDGE, NORTHBRIDGE, DOUGLAS, UPTON AND MILLBURY.

This was the application of the Grafton Electric Company, supported by the petitions of the Uxbridge and Northbridge Electric Company, Douglas Electric Company and Upton Electric Company, for the determination by this Board relative to the consolidation of the three companies last named with the company first named, as provided in chapter 529 of the Acts of 1908, and also the application of said Grafton company, supported by the petition of the Millbury Electric Company, for the determination by this Board, as provided in said chapter, relative to the purchase by the Grafton company of the franchise and property of the Millbury company.

After due notice a public hearing was given, as required by

law.

With this application were submitted copies of agreements between the companies and certified transcripts from their records, by which it appeared that the terms of the consolidation and of the purchase and sale, respectively, had been approved at meetings called for the purpose, by votes of more than twothirds in interest of the several contracting parties, adopted within less than four months prior to the filing of said application.

The Grafton Electric Company was incorporated under the general law in 1894, for the purpose of "generating, distributing and selling electricity for lighting, heating and power purposes." It had its lines in the towns of Grafton and Sutton. The other four companies named had their lines respectively in Uxbridge and Northbridge, Dougias, Upton and Millbury, municipalities contiguous to Grafton and Sutton. All of the

companies in question were owned by the same interests, the Grafton, Millbury and Uxbridge companies since 1899, and the Douglas and Upton companies since their organization in 1903. The management had constructed a generating station in Uxbridge, and dismantled the stations of the other two companies which it had previously acquired. The Douglas and Upton companies were originally equipped with distributing plants only; and at the time of the decision as well as for some years previous, all the companies named sold electricity generated at the Uxbridge station. During the period in question the owners of these five companies, in the development of their properties and in the price and quality of the service rendered their respective customers, had treated the five properties as integral parts of one system. A consolidation would make no change in these respects, and, in any event, the facilities for furnishing and distributing light, heat and power would not be diminished thereby.

By the several agreements of consolidation it was proposed that the Grafton company should take over the several franchises and properties of the Uxbridge, Douglas and Upton companies, and assume and pay their respective debts and liabilities; and should issue to the shareholders of the consolidating companies, in exchange for their respective holdings therein, share for share, stock of the Grafton company. This required, according to the terms of the agreements filed, 2,075 shares to cover the 394 shares of the Uxbridge company outstanding and 1,681 additional shares the issue of which was approved by this Board, and 75 shares each for the outstanding capital stock of the Douglas and Upton companies.

For the franchise and property of the Millbury company it was proposed to pay $1,700 in cash, to assume and pay all of its debts and liabilities, and to bind the Grafton company to pay the expenses of dissolving the Millbury company, so that all of the $1,700 should be available for distribution among its stockholders. By an order simultaneously adopted, approving the issue by the Grafton company of new stock for account of this purchase, the proceeds of 153 shares were to be immediately used for the cancellation of all the mortgage bonds and ten-year