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selling price as underwriter's discount and a further charge of $1 per share for handling the transaction. Thus, the issue of 260,300 shares of stock on the open market at $37.15 per share, after allowing for the above-mentioned expenses, would would yield to Eastern $7,959,323. This is the "price" Eastern contends it would pay for Colonial's assets.

While an issue of stock in the amount contemplated under the agreement probably would entail an underwriter's discount if it were placed on the open market there is no reason for recognizing such an expense in this instance. The theory behind such a discount is that an issue of a sizeable block of stock on the market normally increases the offers over the bids and depresses the selling price of the stock until the issue is absorbed in the market. In such instances discounts are necessary in order to dispose of the stock at the lower market price. However, here the consideration to be paid by Eastern is in stock and not in cash raised through public issue. With no public issue being involved no underwriting discount expense will be incurred. Accordingly, no consideration should be given to what the cost would be of underwriting an issue of the size here contemplated.