Evening Star Newspaper, February 15, 1928, Page 3

. 'THE EVENING STAR. WASHINGTON, D. C. WEDNESDAY, FEBRUARY 15 1928. LANS Hot water : Sure Relief SELL-ANS FOR _INDIGESTION 25¢ 3nd 75¢ Pkgs.Sold Everywhere MARLOW COAL CO. COAL Dependable Quality Reliable Service Fair Prices MARLOW COAL COMPANY 811 E St. N.W.—Main 311 FLAT TIRE? MAIN 500 __LEETH B"OTHERS S e IF YOU HAD A NECK ASLONGAS THISFELLOW AND HAD i ALl WAY DOWN TONSILINE The National Sore Throat Remedy SHOULDQUICKLYRELIEVE IV ALL DRUGGISTS BARGAIN IN LAMPS! TRACTION MERGER | PLANS PRESENTED Agreement Places Valuation at $25,400,000 for New Transit Company. __(Continued from First Page) gregate cost of power to the Capital Traction Co. and the Washington Rail- way & Electric Co.. and the new com- pany will take over all existing contracts of the Washington Railway & Electric | Co. for the sale of power to other rail- ‘way companies. Public Will Have Voice. In order to ure dircet sentation of the lic in the manag: ment and overation of the new com- pany in addition to the continued su- pervision as at present by the Public | Utilities Commission, the agreement repre- | provides that out of a board of direc- | tors of 15 mombors three shall be se lected annually by the Utilities Com- mission. Of the remaining 12 to be nominated by the Wi | nominated by the latter, four will hold | office for three years and two will hold | office for two years. Of the six nomi- | nat v the Washington Railway & | Electric Co.. two will hold office for two | years and four will hold office for one vear. The officers of the new com- ypany will be chosen by the directors | i thus selected. |the new company shall grant each street railway fare a free immediate transfer to connecting paint of its | street railway | subject to the approval of the Utilitics Commission and prevent abuse.” In addition. transfe) are to be granted between street cars and buses under terms and conditions pres-ribed by the Utilities Commission. In consideration of the unified opera- tion as provided for in the agreement iand the granting of free transfers as proposed, the new company relieved by legislation of the expense of crossing policemen, the laving of new pavements and the maintaining of re- | newals or repairs to streets and bridg | over which its lines may operate. cept such as are incidental to ordinary track repairs. and by guaranteed rea- The agreement sets out fully | rights and preferences of the preferred {and common stock of the new companv |under which each class of stock will have one vote. It also states that as | certain concessions are’ involved by |21l parties concerned. unless the merger |plan is carried out as contemplated on or before June 1. 1929, each party is |restored to complete liberty of action jand shall not be deemed prejudiced by any concession made. Explanatory Letter Included. | Accompanying the agreement was a {lengthy explanatory letter sizned by |Mr. Wilson. in which he outlined the {history of the merger negotiations, the | surposes of the proposed consolidation, z | erties) shall not exceed the present ag- The agreement further provides that|s ines within the District. | re “reasonable rules to € C | and for the benefit and advantage of would be | sonable protection against competition, | the | here The complete text of the street car | merger agreement, formally submitted | today to the Public Utilities Commis- sion, with a petition signed oy John H. Hanna, president of the Capital Trac- tion Co.: Willlam F. Ham, president of the Washington Railway & Electric Co.. and Harley P. Wilson, princival owner of the Washington Rapid Tiansit | Co., urging its aporaval and transmis- | sion to” Cony itication, fol- w: int. agreement of unification dated as of the 10th day of February, 1928, by and between the Washington Rail- ¢ & Electric Co. (hercinafter v ed to as ‘Washington Co.), th ital Traction Co. (hereinafter re- the apital Co.), acting cctive boards of directors: P. Wilson, owner of 21.2: stock of the Washington Rapid Transit Co. (hereinafter referred to as the ‘Bus Co.). “Whereas the Washington Co. and the Capital Co. are organized in ac- cordance with special acts of the Con- gress of the United States for the pur- {pose of carrving on street railway and jother busmess, and the Bus Co. is {organized under the laws of the State of Delaware for the purpose of carry- ing on bus and other business, and, “Whereas the authorized capital ock of the Capital Co. consists of 000 shares of the par value of $100 per’ share, all of which stock is now issued and outstanding: and. 50,000 Shares of Stock. { “Whereas the authorized capital stock of the Washington Co. consists {of 85000 sharcs of preferred stock of |the par valu> of $100 per share and {65.006 shares of common stock of the Ipar value of $100 per share, all of | Which authorized sharcs of preferred and common stock are now issued and { outstanding: and, Whereas the stock of the B | by their and Harl authorized capital Co. consists of 50.00¢ stock of the par value of which 21.612 shares nd outstanding: and. spective boards of di- r the purpose of greater I the public and of the stockholders of | said companies that their transit prop- erties used in the business of strect | rallway. motor bus and or other forms { of public transportation within the D t of Columbia or between the Di trict of Co'umbia and adjacent States, | and such other property and assets, real land personal, tangible and intangible, as may be described in this agreement shali be placed under unified owner- and_operation Now therefore, in consi premises covenants, and e ation of greements ed, 1t s nd between the t their respective prop- } es as hercinafter described shall be grants by agreed b transferred to and vest in a new com- d the parties hercto by these nts agree to and prescribe the | following terms and conditions of said r. and the mode of carrying the into effect i The name of the New Co shall be Capital Transit Co. (herein- after referred to as t New Co.') | " “Sccond. The New Co. shall be or- | zanized under an act of Congress of |the United States with power to ac- quire, cwn and operate directly or | through subsidiaries, transit properties | within the District of Columbia and be- tween the District and adjacent States the power to acquire and | pany. an said corporations deem | TEXT OF MERGER AGREEMENT Of the 15 original directors, six shall be nominated by the Washington Co.. stx by the Capital Co., and threc shall be representatives of the public nom- inated by the Public Utilitles Commis- sion of the District of Columbla not identified with cither company. Of the | directors so to be initially nominated | by the Capital Co., four shall hold office for three years, and two shall hold |office for two vears. Of the directors |50 to be initially nominated by the | Washington Co., ‘two shall hold office | for two years and four shall hold office {for onc” year. As the above periods expire, directors shall be elected an- nually. The directors so to be nom- | inated by the Public Utilities Commis- | sion of the District of Columbia shall hold office for one year and shall be clected annually. | “The officers of the New Co. shall be | selected by the board of directors. “Fourth. The New Co. shall have such rules, regulations and by-laws as | the directors shall adopt not™ contrary |to its charter or to the laws in force |in the District of Columbia. The duties !and powers of the directors and the dutics and_powers of the officers of the | company shail be such as are set forth in the by-laws | " “Fifth. The initially authorized share | | capital of the New Co. shall be 300.000 | shares of preferred stock of the par | value of $100 per share, which may be ged in series from time to time as | hereinafter provided. and 300,000 shares | of common stock of the par value of | $100 per share. | “Sixth. Of the originally authorized | stock, there shall initially be issued for the purposz of the unification: | “120,000 shares of 7 per cent pre- | ferred stock, series A. | *193.420 shares of common stock plus | that number of shares at par equaling | the total net current assets. including materia's and supplies reccived by the 0 ! New Co. Assessable. cription | Stock to Be Non | “Scventh. The dos classes rights, preferences and voting powers or restrictions or qualifications of each of said classes of stock shall be as follows: “Each share of stock shall be fssued ully paid and non-assessable. ach' share of scries A preferred of the| of stock and the designations, | stock shall entitle the holder thereof to reccive, and the New Co. shall be obligated to pay when declared by the board of cirectors out of the surplus or net profits of the New Co., cash divi !dends at the rate of 7 annum in preference over any dividend lon the common stock, such dividends to be payable quarterly. on dates to be fixed by the board of directors and such dividends shall be cumulative from and after the date of original issue of said preferred stock “The common shares <hall be subfect to the prefercntial rights of the pre- forred shares as above specified. No dividends on the common stock shall be paid in any calendar year unless all cumulative dividends on preferred stock accrued prior to such year shall have been paid or declared and set aside for pavment in such year, and only after declaration and setting aside for pavment in such vear of the full divi- |dends on the preferred stock for such per cent per | yoar. “After full dividends on series A pre- | ferred stock shall have been paid or de- clared and set aside for pavment in any such year. the holders of the com- mon stock shall be entitled to receive all amounts that may be distributed in dividends in such vear up to and in- cluding 7 per cent upon th2 amount of and his interest in vigorousiy sponsor- |inz a plan of consolidation. i | Mr. Wilson explained that the $50.- 1 000.000 agreed valuation in the plan of merger represents the depreciated value | of the physical properties of the two | traction companies, although they are {entitled to a rate base “far in exress | {of this sum.” He also pointed out his original plan for coupling a guaranteed ! | return of 7 per cent with this valuation | was abandoned because it was learned | ! through discussions that it would meet | { with “insurmountable disfavér.” The { new companv, he said, wants nothing more than the right to earn a fair re- | We've reduced our entire stock for quick clearance. ick out your lamp and give vou a price that ete the sale. Many Charming Shades Also Drastically Reduced ’ including opcrate the properties of whatsoever description to be conveyed to the New Co..in accordance with this agreement and to acquire the stocks of said coem- panies and the power to mortgage its property, rights and franchises, and to conduct such other activities as may be wseful or necessary in connection with or incident to the foregoing purposes. 15 to Be on Board. “Third. The board of directors of New Co. shall consist of 15 persons all common stock then outstanding and after such 7 per cont dividends of anv character «n such common stack shall have been paid or declared and set aside for payment in any year. the series A preferred stock shall be entitled per share to dividends pro rata with the common stock out of all dividends paid in such vear. “The series A preferred stock shall be dremed and retired in whole or in part on any dividend date after five years We Guarantee Qur Electric Appliances And sell at especially low prices Cliz Home Slecliic 517 10th St. Main 6549 Just Below F St. ECIAL_ NOTICES. 1SSUED 10N FUR tion has epomit Tepre t has been T MUL ACE tional Bank Open B340 a m VE ROLD MY w e . EVERY PRINTING f 1% eatiatartory turn on the value of its properties. The purchase of the Washington | Rapid Transit Co. of which he owns | 98 per cent of the stock. Mr. Wilson said. will not add a dollar to the rate base established in the case of the trac- | | tion companies alone. This company, he explained. is to be absorbed by the | new _company. “purely and solely as a | further concession to the larger effort.” nr;;i without one cent of profit to him- self. and maintained at Seeks No Office for Self. Mr. Wilson further added that he wanted no office in the new companv. would not even consider any overtur: { made ¢o him to accept. ‘The purposes of the merger, Mr. Wil- son explained, are fourfold: First. to im- prove service: seccnd, to convert int | beneficial use the economic loss no reculting through multiple operation: third to aid in the esthetic and eco- | nomic development of the National | Capital. and tourth to provide adequate | protection to the owners of the transit | proverties i | There has been agitation in Wash- | ington for a street car merger for 20 | | years. he said. and the blame for not| | bringing it about can be placed equally | on the owners and the public. “Certain | overzealous and inexperienced eitizens | have exhibited a tendency to disregard established business formulae and prac- | | tice and to advocate principles totally at | variance with the statutes made and provided for just such cases,” he de- clared.’ The metger agreement has been | printed in pamphlet and will be dis-| tributed to the stockholders of the two | traction companies, who will meet March 15 to consider it. Stockholders | in the Capital Tractlon Co. however. will not receive copies of the merger greement until next week because of | & provision in the by-laws o the com- | pany which forbid the issuance of no- tices untll five days after the stock transfer books are closed. These books will be closed tomorrow Wilson's Letter in Full. Wiison's letter to Chairman Childrers ! the Public litles Comm'ssion irh he sent forward with the merger is as follows After months of study and discus- on_of the many intricate problems lved the directors and officials of the three companies engaged in the business of street car snd bus tran: portation within the metropolitan are of the District of Columbia have | reached #n sgreement contemplating a | merger of Wheir entire transit properties | into & eingle corporate unit. Certified | | enjoyed at 1437 K N.W, copies of this agreement have been filed with your honorable body, with a peti- tion that your consent and approval be accorded, subject to ratification ‘by the Congress, as provided by law e Bistory of passenger ransporta- within the metropolitan area of | Busi 810-12-11 Tenth St establishment. crect building to suit and rict s not dissimilar in essentinl INSPECT TODAY Apartments ideally arranged, located rentals comparing favorably with those of other apartments which do not afford the many advantages | The Argonne SIXTEENTH & COLUMBIA ROAD NORTHWEST A Choice iness Site Plot 66x100 Feet DEAL I¢ il mercar We will sale or re nee it up to 80% of cost. WARDMAN Main 3830 (Ask for Mr. Schladt) I'lhiree excellent prades of + from that which has character- the growih and development of The MNational Capital Press Roofs Made ljcak-Prmf pulation throughout the length and 3t of the country. i the main it been patterned siter pructices suc- fully established elsewhere, and to ree {ar whove the average Kept pace WL 1he ever inereas | quirements of the community 1t sery Extravagance and wiste s not discern Ihle in edther construction or operation IRONCLAD NG ANy EVER LISAP BYRON ADAMS PRINTING IN A HURR of individusl units comprising the pres- the people of the DIstrict ure spared the necestity of shsorbing o capital woeount the usual substantisl suims ex- pressed n terme of earller ervors of juagment and misdirected effort B 13 ROOF WORK ORDER NEW of any of the unusually large number | EGGS FROM special delivery anytime you say, from the dairy rated highest by the District of Colum- bia Health Department. o o o & & ® ® , The Knowing Mother ; Will Have No Other for you to choose Al from nearby Noted for their and dependable Cpps from, farms, freshness ent system a5 8 whole, and, fortunstely | SHAI)’F.S NOW! KIFEBLA ! T L s m M B E Wikgow Bhater wud Borcens Fhuoe Line 879 Sees Co-ordination Needed, | “Phe properties heve involved ure of modern type, well and substantially | bullt, well muintained and “ably op- | [erated That the dndiidual unlts dy not perform s service fairly comparable v 5 | iU e test okt g elsewhere would | "OTOMAC 1000 conatitute & etatement not only unjust | bt diMeult of subsantiation To ey | Pennsghvania Avenue ar 26th St NW, Vhowever. 1het Washinglon cnjoys & (Continued on Pourth Page ) — ST subject to redemption and may be re- | from the date of original issue, but not before, and for five years thereafter at $120 per share, plus a ed and un- paid dividends thereon, and thercafter at $120 per share less 25 cents per share for each elapsed period of one calendar year or ction thereof for 40 years thereafter, and thercafter at $110 per share, plus in each case ac- crued and unpaid dividends to the dato fixed for redemption. Redemption Provided For. “If less than the entire amount of <eries A preferred stock then outstand- ing shall be redecmed. then redemption | shall be made ratably among the holders of such stock in proportion to | such individual holdings with suitable | provision for fractional shares. “The time, place and manner of such | redemption shall be in the discretion | of the board of directors of the New | Co.: provided, however, that redemption | shall be made only on at least 60 days' | prior notice to the holdcrs of the stock to be redeemed. which notice shall be given by advertisements in at least two | daily newspapers of general circulation | 7wz §' g published in the District of Columbia; provided that the board of directors may give such other notice by mail or otherwise as they may determine. From and after the date fixed in such ad- vertised notice as the date of redemp- tion ¢unless default shall be made by the New Co. in providing moneys for the payment of the rt‘dcmgllnn price pursnant to such notice) all dividends on the series A preferred stock thereby called for redemption shall cease to accrue, and all rights of holders thereof as stockholders of the New Co., exeept the right to receive the redemption price (but without dividends or interest after date set for redemption) upon surrender of the certificates of stock by such holders shall cease and deter- mine. “In the event of an involuntary liquidation or dissolution of the com- pany or of an involuntary sale of all or substantially all of the assets of the company, or upon any involuntary di: tribution’ of fts sssets. the holders of | “(Continued on Fifth Page.) “Jewelry Most Eloguently Expresses L-0-V-E” ch where you will through the world's giit marts for the token that most truly expresses your af- fection for another—and you'll al- ways come back to the jeweler. 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