The Portland daily press., 1881-01-29
THE TELEGRAPH.
Terms of the Consolidation of the
Companies.
ARGUMENTS IN THE INJUNCTION
CASE COMPLETED.

New YORK, Jan. 2S-An abstract of the
articles of purchase of the American Union
and Atlantic & Pacific Telegraph Companies
by the Western Union Telegraph Company,
shows that the purchase includes all the prop
erty of the two companies except their fran
chises of the corporations. The consideration
paid to the American Union is 100000 shares
of the Western Union stock, par value 800.
to be delivered to the Union Trust Com
pany for distribution in exchange for 100000
shares of the American Union bonds The
stock is to be exchanged share for share, and
the bonds at par for stock at par. The Amer
lean Union contracts to deliver its propertv.
free Of liens and incumbrances that the in
debtedness does not and shall not exceed the
S5,O00,0OO in bonds, and that its capital stock
does not exceed 100000 shafes,an that the en-
tire amount OF its bonds and not less than
Qeft biank) shares of its stock shall be ex-
changed within three days after notice that
Western stock is ready for exchange. The
consideration paid to the Atlantic Il Pacific
is s4 900 shares of Western Union stock, to be
issued in return for 100000 share of Atlantic
q Pacific stock, at 800 a share This ex-
change also is to be made by the Union Trust
Company at the rate of three shares of West
ern Union for five shares of Atlantic & Paci-
tic. The 1000 shares of Atlantic s. Pacific
stock belonging already to the Western Union
are to be included in the exchange; the West
ern Union shares exchanged for them to be de-
livered directly to the holders of the present
capital stock of the Western Union; claims
for fractions OF Western Union shares, when
united so as to constitute value equal to the
par value of three shares, will be exchanged
for five shares of Atlantic & Pacific; all of the
American Union and Atlantic & Pacific stock
is to be delivered by the Union Trust Company
to the Western Union Telegraph Company
1t is next agreed that the Western Union
shall increase its capital stock by $3S, ,926, ,500
the issue to be delivered to the Union Trust
Company for distribution as follows: SIS,
256500 to the holders of the present shares OF
Western Union, to represent its investment of
earnings in construction and purchase since
July l, 1866, and the residue, $23, 100000, for
the purchase of the American Union and At
lantic q Pacific as above described. There
shall also be distributed to Western Union
shareholders the So, ,SS5, $50 of stock now in
the company's treasury. The Western Union
undertakes all the telegraph and other con-
tracts of the the other companies and partic-
ularly the American Unions agreement to
lease for cable messages certain wires to the
owners OF the two new cables about to be laid
across the Atlantic, provided that if the West
ern Union dispute any of these contracts it
shall carry them out only as the purchased
companies would have been able and bound to
do If the transfer had not taken place. and
provided that it is not intended to include any
OF the Atlantic & Pacific's contracts or
,.ns;ss alleged contracts contracts with any, persons or
in regard to which any litigation
or aveIse claims have arisen. The rights, priv
lleges and interests secured to the American
Union by the agreement of February 2S, 1900,
with the Baltimore & Ohio Railroad are par
ticularly excepted from the contracts assumed
by the Western Union, and it is especially
agreed that the railroads rights arising under
this agreement shall be protected and observed,
1t is stipulated that the Western Union shall
be put into the possession of its purchase on
Feb. oath, and that it shall the stock to the
hafz
date, but that the purchase and sale shall be
held to date from Jan. 1st last, and that all
earnings and expenditures of either of the
purchased companies sine thatsdate shall be for
account of the Western Union.
sl The American Union stipulates that the as
sets OF the Central Construction Company and
all its properties, rights and franchises remain
ing after the discharge of It's debts shall be
turned over to the Western Union, and it is
agreed that if any of the parties to the agree
ment are unable to secure the corporate au-
thority requisite for the consummation of the
general agreement no liability for damages
shall arise therefrom but the agreement shall
be void, and that in the event of delay from
legal process no liability shall accrue therefor
to the party affected, but the rights of parties
to the agreement shall not be otherwise affect
ed thereby There is added, after the several
corporate signatures to the agreement. the rat
i6cation of the Central Construction Commit
Tee, and copy of the ratifying resolution to
be submitted to the shareholders of the sever
al companies.
Mr.. Fullerton this afternoon closed his argu-
ment in behalf of Rufus Hatch, the complain
ant in the injunction suit against the consoli-
dation of the telegraphs.
The Board of Trade and Transportation to-
day adopted resolutions condemnirg the pro-
posed telegraph consolidation, and urging Con-
gress and the State legislatures to take action