The Indianapolis journal., 1885-08-10
% WALL STREET,
NEW YORK, July 25, 1885.
To the First Mortgage DondholdeB Of the
NEW YORK, WEST SHORE AND BUFFALO
RAILWAY COMPANY.

Being convinced that the interests of the New York
Central and Hudson River Railroad Company and of
the Bondholders Of the New York. West Shore and
Buffalo Railway Company would be best promoted by
the former Company securing lease of the Railroad
of the latter Company and working such Railroad in
harmony with its system, opened negotiations
to secure this result.
These negotiations have reached point at which
prepared to lay the following proposal before the
Bondholders of the West Shore Company, in order
that each one of them who may now 50 elect shall
have equal opportunity to share with us the benefit OF
contract hereinafter mentioned, and with the view
also of promoting unanimity and speedy termina-
tion of pending difficulties
The New York Central and Hudson River Railroad
Company has executed contract with agreeing,
upon a reorganization of the New York, West Shore
and Buffalo Railway Company, to take possession of
the property of the reorganized Company, under
lease to guaranty the principal and interest of the
bonds hereinafter mentioned which to be secured
by mortgage upon that property.
The conditions of the contract are as follows
FIRsT-That the securities to be issued by the
ganized Company shall be limited to. $50 600 600
four per cent Mortgage Bonds and $40 600 600
Capital Stock the bonds to be dated January J. 1886,
and to mature at the expiration of the lease in
four hundred and seveuty-v years, upon default
in payment of interest for two consecutive years.
SECONU-Ihat OF the Mortgage BondS. .HZ0
shall be offered in exchange for the $50 600 600
First Mortgage Bonds of the present Company. with
past due coupons attached-that is to say S 900 of
the guaranteed bonds for $2 600 of the old.
THIRD-That the remaining $25 600. 600, except
such amount may be necessary for reorganization,
shall not be issued except the request of the New
York Central and Hudson River Railroad Company
provide for prior liens, necessary terminals and
such other property and for such other purposes
the Directors of the New York Central and Hudson
River Railroad Company may from time to time think
necessary for the security development and operation
of the property leased
FoURTH-That the Capital Stock Of the reorganzed
Company shall be surrendered to the New York Cen
trail and Hudson River Railroad Company consd-
Grafton for its lease and guaranty.
FIFTHThat the leased property shall be delivered
prior to January l. 1885.
We therefore offer to the First Mortgage Bondhod
ers of the West Shore Company the opportunity to
avail themselves of agreement with the New York
Central and Hudson River Railroad Company upon
The following conditions:
rIRsT-That their bonds shall be deposited with u.s.
with the agreement hereto attached duly executed by
the depositors.
SEcoND-That at least majority of the whole issue
shall be deposited.
Pending the deposit of such majority, temporary
receipts will be given for the bonds After majority
shall have been secured, temporary receipts will be
exchanged for engraved receipts negotiable in form,
countersigned by the Union Trust COMPANY, in whose
custody the bonds will remain until required by for
purposes of reorganization.
In majority shall not be secured and reor-
ganization perfected within the time required under
the contract with the New York Central and Hudson
River Railroad Company the bonds will be returned
free of expense upon surrender of the receipts duly
assigned.
1t is right that should add that very large pro-
portion of the bonds required have already assented to
the proposed plan. Upon receiving the assent of
majority in amount of the present West Shore bonds
immediate steps will be taken which we are advised
will secure prompt reorganization, and prevent further
depreciation and waste of the property
The right is reserved to terminate at any time the
privilege Of accepting the offer hereby made.
DREXFI, MORGAN & co.