The semi-weekly messenger., 1902-05-13
MERGER AGREEMENT.
UNUSUALLY IMPORTANT D0CU-
MENT FILED YESTERDAY.
IL was the Legal Document Concern
ing the Consolidation of the Will
mington Ges Light Company and
the Wilmington Seacoast Railroad
way.


Wilmington Gaslight Company, the
Wilmington sea Coast Railroad Com
pany and the Wilmington street Rail-
way Company. The document hears
date OF April 24th. 1902. and sets forth
that the consolidation has been effected
under an act of the General Assembly
of the State of North Carolina. entitled
'An act 20 amend tie chapter 212 OF
the Private Laws OF 1851. entitled An
act to IncorO OBJ ate The Wilmington
Gaslight Company ratified tbs otn day
of February, A. D., 1899. and being
Chapter 30 Of The Private Laws The
amendment provides that it shall be
lawful for and authority i5 hsIeoy Civ
en- to said corporation to unite, ANAL
gamate. or consolidate with the Will
mingtOn Street Railway Company. or
with the Wilmington Seacoast Railroad
Company, or with both OF said corpora
tions. either by the sale and transfer
by one or mere of said corporations to
1he other OF it's or their capital stock
or corporate franchises, property and
effects. OF in any other manner; pro-
vided that the 's-ms and conditions OF
such consolidation be mutually agreed
upon by the vote of two-thirds of all
the shares of stock OF each of said cor
porations At any regular meeting OF
the stockholders thereof or at a special
meeting called for that purpose; and
the corporation: to which such sale and
transfer Of either capital stock or fran
ehises, property and effects are made
as aforesaid, or with which consolida-
tiOn is effected in any other manner,
shall have the power to purchase, take
hold. use and enjoy the said stock,
franchises, property and effects"
The agreement then goes on to say:
Whereas, 1t - deemed advisable for
the purpose Of greater efficiency and
economy of management as well as for
the general welfare of all the said cor
corporations to merge and consolidate
the said Wilmington Gaslight Company
and the said Wilmington Seacoast
Railroad Company with the said Will
mington Street Railway Company un-
der and pursuant to the provisions of
the said act OF the General Assembly
of the State OF North Carolina and to
To Consolidated, Light and Power Com
pany, the stockholders OF the Will
mington GaSlight Company at a spe-
cial meetin held April %, 1902, the
stockholders of the Wilmington Sea-
coast Railroad Company at a special
meeting neld April 23rd, and the stock
holders of the Wilmington Sereet Rail-
way Company at a special meeting
held April 2Srd. duly agreed to consoli-
date and that more than two-thirdS of
the stockholders of each corporal ton
agreed to the terms for consolidation.
The agreement then covenants that
the Wilmington Gaslight Company
shall be merged with the Wilmington
Street Railway Company and transfer
all it's property. rights, privileges, fran
chlses and I'M 4 Inities to the Whining
ton Street Railway Company The
Wilmington SeacOaSt Railroad Com
pany also makes a similar transfer of
its franchises, railroad tracks and all
other property to the Wilmington
Street Railway Company. y list of the
properties transferred are given to-
gether with all of the property trans
ferred by both companies. and the Will
minSton Street Railway Company as
sumes all the debts. liabilities, obiga-
uonS and contracts OF the other two
companies.
Then follows a declaration that the
Wilmington street Railway Company
by and with the consent of the other
two companies changes the name of the
corporation 10 the Consolidated Rail-
ways, Light and Power Company; that
the number OF directors shall be fifteen
and that the officers shall be Il prasi-
dent, vice-presij mt, who shall be elect
ed annually at the time fixed by the
bylaws of the Wilmington Street Rail-
way Company Under the term of the
reY,4 h. FNIl, "a
rectorS are named, to serve till the next
annual meeting
President-Hush NacRae. of Will
mington.
Notwithstanding F. II. Gouver-
neur, of Wilmington
Directors-Hugh MacRae, Minor f.
H Gouverneur, Charles P. Bolles, Jr,
Matthew j. Heyer, George Herbert
Smith, George r. French, Junius Davis,
Charles w Worth, James H Chad
bourn, John w. Norwood, ]. Victor
Granger, Oscar Pearsan Walter l..
Parsley, W. Is. Kenan, all of Whining
ton, and w. W. Randolph, of New
York
1t is stipulated in the agreement
that the capital stock of the con-
solidated corpoI alton shall be $500 OO0
divided into 5,20u shares of the par
value OF $lO0 each, of which $500 shares
shall be of common stock and 1,5OO of
preferred stock, with the right to in
crease the odH.e from time to time
The holders OF the shares of preferred
stock shall have no vote in any of the
meetings Il me stockholders of the
consolidated corporations, but the vot-
ing power III any and all meetings shall
reside in the holders of the common
stock. The holders of the preferred
stock shall bo entitled to receive from
the surplus OF net profits and not 9TH
erwise a fixed yearly dividend of 5
per cent. payable semi-annually before
any dividend Skal1 be set apart or paid
on the common stock. Should the sur
plus or net profits prior to any dividend
be insufficient TO pay the dividend upon
the preferred stock, such dividend shall
be paid from future profits, and no
dividend shall be paid at any time upon
the common stock until the full amount
or per cent. Per annum is paid or set
apart for the dividend on the preferred
stock. The dividends upon preferred
he ,1-4. -