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the other of $242,000 for the purpose of consolidating with the Uxbridge and Northbridge Electric Company, the Douglas Electric Company and the Upton Electric Company by an exchange of stock, and with the Millbury Electric Company by a purchase of its franchise and property.

Included in the liabilities of the Grafton company on June 30, 1910, were mortgage notes amounting to $25,000, and other notes for $5,020 given in payment of interest charges on this mortgage. Of these notes, at least $23,000 appeared to represent the cost of additions to plant, and the company proposed to devote the proceeds of 230 shares of the additional capital asked for to entirely liquidate and cancel all these mortgage notes and the notes representing the interest charges thereon. Of the 2,420 shares asked for, it was proposed to exchange, share for share, 2,075 shares for the capital stock of the Uxbridge and Northbridge company, 75 shares for the outstanding stock of the Douglas company and 75 shares for that of the Upton company. Of the remaining 195, it was proposed to devote the proceeds of 25 shares to the payment of an equal amount of the notes and accounts payable of the Upton company, and the proceeds of 170 shares to the purchase of the franchise and property of the Millbury company.

On June 30, 1910, the Upton company had outstanding, on account of additions to plant, notes for $1,879 and accounts payable for $790, all of which were to be assumed by the Grafton company. The Millbury company had outstanding on the same date liabilities of $56,926, including capital stock of $17,000, mortgage bonds of $16,000, mortgage notes of $17,000 and ten-year notes of $4,980. In the purchase of the franchise and property of the Millbury company the petitioner was to employ the proceeds of 170 shares of its new stock, so as to cancel in liquidation all the capital stock of the Millbury company, all its mortgage bonds and ten-year notes and $2,000 of its mortgage notes.

The Board at the same time approved of the proposed consolidation, and of the issue by the Uxbridge and Northbridge company of 1,681 shares of new capital stock, making, with its stock previously outstanding, 2.075 shares. The Board

having determined that the fair structural value of the plant of the Uxbridge and Northbridge company was less than its outstanding stock and debt, the same determination applied to the Grafton company after the purchase of the Uxbridge on the terms proposed, and the same requirements for making such impairment good were imposed upon the Grafton company after consolidation. The following was adopted:

On the petitions of the Grafton Electric Company, pursuant to the provisions of section 24 of chapter 109 of the Revised Laws and of chapter 529 of the Acts of the year 1908, for approval of the issue of additional capital stock, of the par value of $265,000, for the objects named in said petitions, after public notice and hearing, it being deemed by the Board that 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 Grafton Electric Company, in conformity with all requirements of law relating thereto, at the price of $100 per share, as determined by its directors, of 425 shares of new capital stock, of the par value of $100 each; the proceeds thereof to be applied to the following purposes and to no other, to wit: the proceeds of 230 shares, in combination with certain assets in possession of the company on June 30, 1910, designated as "mortgage notes interest prepaid," and amounting to $625, to the payment and cancellation of mortgage notes for $25,000 and certain ten-year notes dated March 1, 1910, for $5,020, all said notes, of the face value of $30,020, to be thereby fully liquidated and cancelled; the proceeds of 25 shares to the payment of an equal amount of the obligations of the Upton Electric Company, representing its promissory notes and accounts payable on June 30, 1910; and the proceeds of 170 shares to the purchase of the franchise and property of the Millbury Electric Company, subject only to certain mortgage notes for $15,000 and certain other notes and accounts payable for $1,790.79; and of the issue of 2,225 shares, of the par value of $100 each, and of the exchange of the same, share for share, for the outstanding capital stock of certain companies and in the raanner following, to wit: 2,075 shares for the entire outstanding shares of the capital stock of the Uxbridge and Northbridge Electric Company; 75 shares for the outstanding shares of the capital stock of the Douglas Electric Company; and 75 shares for the outstanding shares of the capital stock of the Upton Electric Company; and that said shares and the proceeds thereof shall be used and applied to no other purpose.

And if any shares shall remain unsubscribed for by the stockholders entitled to take them under the provisions of law relating thereto, it is further

Ordered and determined by the Board, that all such shares shall be offered for sale at some suitable place in the city of Boston, and that notice of the time and place of such sale shall be published in the "Boston Daily Advertiser" and the "Boston Evening Transcript," Lewspapers published in the city of Boston, and in the "Worcester Daily Telegram," a newspaper published in the city of Worcester.

And whereas, it appears that the fair structural value of the plant of said company, after the issue of said stock for the purposes above set forth, will be less than its outstanding stock and debt,

Ordered, further, That, from the thirtieth day of June, 1910, the said Grafton Electric Company shall neither declare nor pay in any calendar year dividends in excess of 4 per cent upon its capital stock, until it shall have cancelled, out of income, not less than $30,000 of its indebtedness surviving after the issue of the new capital stock above described, or shall have expended the said amount out of its income, for additions to its plant after the date hereof, or until the said amount of $30,000 has been expended out of income for both said purposes combined, or until otherwise ordered by this Board. (October 29.)

PETITION OF THE MIDDLETON ELECTRIC LIGHT COMPANY.

The Middleton Electric Light Company applied for the approval of an issue of 62 shares of new capital stock, of the par value of $25 each.

This corporation was organized with an authorized capital of $1,550, for the following purpose: "To make, generate, purchase, sell, distribute and supply electricity for lighting, heating, power, manufacturing or mechanical purposes, or for either or any of such purposes, and to conduct a general electrical business in either or all of its branches." Its charter was issued on April 21, 1910. It did not own or operate an electric light plant, and had never issued any stock.

The purpose of the proposed issue was to enable the company to equip itself with a distributing plant for the sale of electricity in Middleton, and the property which it proposed to acquire for this purpose and the expenses necessarily incident to its organization fairly represented the amount of its authorized capital. The following was therefore adopted:

On the petition of the Middleton Electric Light Company, pursuant to the provisions of section 24 of chapter 109 of the Revised Laws, for the approval of an issue of 62 shares of new capital stock, of the par value of $25 each, after public notice and hearing, it being

deemed by the Board that said amount of stock is reasonably necessary for the purpose for which such issue is authorized, it is

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Ordered, That the Board hereby approves of the issue by the Middleton Electric Light Company, in conformity with all the requirements of law relating thereto, of 62 shares of new capital stock, of the par value of $25 each; the proceeds of said stock to be applied to the following purposes and to no other, to wit: the proceeds of 60 shares to the cost of constructing a distributing plant for the sale of electricity in the town of Middleton, and the proceeds of 2 shares to the expenses necessarily incident to its organization. (October 29.)

PETITION OF THE FOXBOROUGH ELECTRIC COMPANY. The Foxborough Electric Company applied for approval of an issue of additional capital stock, of the par value of $43,500. The control of this company had recently passed to the same interests which control the Standard Gauge Manufacturing Company. Since this change in ownership, arrangements had been made whereby the Foxborough company was to acquire certain property from the Standard Gauge company, and the additional stock was for the purpose of paying therefor. This property included the power station building and lot, the steam and electrical apparatus therein, and a lot of land near at hand containing a small pond from which the electric company obtained its condensing water. The electric company had connected its lines to this station, was giving twenty-four-hour service and proposed to dismantle the old station. The company had recently enlarged the scope of its business to the generating and selling of steam and hot water.

After an examination of the property in question, the Board was of the opinion that it would fairly represent the amount of stock hereinafter approved. The following was therefore adopted:

On the petition of the Foxborough Electric Company, pursuant to the provisions of section 24 of chapter 109 of the Revised Laws, for the approval of an issue of additional capital stock, of the par value of $43,500, for the objects named in said petition, after public notice and hearing, it being deemed by the Board that the amount of stock hereinafter named is reasonably necessary for the purpose for which such issue of stock is authorized, it is

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

of law relating thereto, at the price of $100 per share, as determined by its directors, of 335 shares, of the par value of $100 each; the proceeds thereof to be applied to acquiring, free and clear of all encumbrances, the tracts of land with the buildings thereon, the rights of way and other easements, privileges and appurtenances mentioned and described in a certain deed from the Standard Gauge Manufacturing Company to the Foxborough Electric Company, dated Aug. 30, 1910, a copy of which is filed with the Board, and all steam and electrical apparatus installed in said buildings and the steam mains and conduits appurtenant thereto, the same being mentioned and described in the schedules submitted by said company, and to no other purpose.

And if any shares shall remain unsubscribed for by the stockholders entitled to take them under the provisions of law relating thereto, it is further

Ordered and determined by the Board, that all such shares shall be offered for sale at some suitable place in the city of Boston, and that notice of the time and place of such sale shall be published in the "Boston Daily Advertiser," the "Boston Evening Transcript" and the Boston Post," newspapers published in the city of Boston. (November 29.)

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PETITION OF THE NORFOLK AND BRISTOL GAS AND ELECTRIC COMPANY.

This was an application by the Norfolk and Bristol Gas and Electric Company for approval of the issue of capital stock, of the par value of $30,000.

This corporation was organized under the general law, with an authorized capital of $30,000, for the purpose of “making, selling and distributing gas for light or for heating, cooking, chemical and mechanical purposes; for the purpose of generating and furnishing steam or hot water for heating, cooking and mechanical power; for the purpose of generating and furnishing hydrostatic or pneumatic pressure for mechanical power; and for the purpose of generating and furnishing electricity for light and power in the town of Foxborough and such other towns in the county of Norfolk and the county of Bristol in said Commonwealth as the directors of this company may from time to time deem it desirable in the interests of this company so to do." Its charter was issued on July 8, 1910, It had never issued any stock. The persons interested in its organization were the same persons who control the Standard

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