Evening star. [volume] (Washington, D.C.) 1854-1972, 1912-10-13
TO VOTE ON MERGER
Arlington Company StockhoId-
ers Meet Tuesday Night.
DENY RESTRAINING ORDER
Petition of Alexandria County Light
ing Concern Fails.
BUT APPEAL WILL BE MADE
Point at Issue Has to Do With Al
legged Agreement for Control
Of Stock.
BUT APPEAL WILL BE MADE

Unless the court Of appeals of Virginia
decides to interfere, the meeting of stock
holders of the Arlington Electric Light
Company to vote on the merging of that
concern with the thirty-million-dollar
Maryland Virginia Railway Company will
he held in Clarendon, Va, Tuesday night,
as scheduled and the first step in the
bringing together of certain Virginia,
Maryland and District of Columbia util-
tiles in all probability will have been con-
Summated.
Judge ]. B. T. Thornton of the Alexan-
dria county circuit court. late yesterday
afternoon. denied a petition filed by the
Alexandria County Lighting Company for
restraining order to prevent the stock
holders meeting until the right of the
Alexandria company to certain stock of
the Arlington concern has been legally
determined.
1t was announced last night that the
decision would be appealed and that Leo
p. Harlow. counsel for the Alexandria
County Lighting Company, would go to
richmond tomorrow in an endeavor to
have the court of appeals issue the re-
Straln1ng order desired.
Will Meet Wednesday.
1t also was learned last night that a
meeting of the directors of the Wash
ington-Virginia Railway Company to con-
slider the merging of that company with
the new thirty -million-dolIar corporation
has been called for Wednesday of this
week. This concern operates the electric
lines leading from Washington to Mount
Vernon, Fairfax and other Virginia
points. 1t is understood that the Wash
ington Railway and Electric Company
will be the next local utility to consider
anlliating with the general merger
scheme.
The Alexandria County Lighting Com
| pany owns some of the stock of the
Arlington company and claims to have
trolling interest in the concern. which
was never carried out This contention
| is the basis of the petition that was filed
for a restraining order to prevent the
| stockholders meeting.
The petition was filed in the Alexandria
county circuit court about > O'Clock yes
| terday afternoon and Judge Thornton
granted a hearing on 1t in Manassas an
hour later. Present at the hearing were
Leo P. Harlow, general counsel; II. L.
| Hartman of Philadelphia and +. r. We'll
| Ter, vice presidents of the Alexandria
company; NJ. E. Church. president of the
Arlington company: Gardiner L. Boothe.
counsel of the latter concern, and others.
| In announcing his decision Judge
| Thornton stated that he was not con-
WINGED that the agreement referred to in
the complainant's petition specifically
gives that company right to majority
of the stock of the Arlington company.
Reviews Company's Claim.
The petition reviews in detail the COM
pany's claim that it is entitled to GER
| tain stock which it never has received
| and goes into the general question of the
| effect of the proposed merger 1t is I'M
| derstood that Judge Thornton considered
| only the first part, that relating to the
| alleged agreement for the transfer of
III, = ,1
| complainant's plea for a temporary re-
| straining order to prevent the stOckhold-
| ers meeting
| 1t is set forth in the petition that the
Alexandria County Lighting Company is
| the owner of forty-three shares of the
| stock of the Arlington Electric Company
and the equitable owner of los additional
shares At meeting Of the directors of
| the Arlington company, October "a, 1911,
| it is alleged, a resolution was adopted
| allowing the Alexandria company to pur-
chase a sufficient number of shares of
| the Arlington company to give 1t a con-
| trolling interest therein.
April 16 1912. a meeting of the directors
of the Arlington company was held, 1t is
charged. at which resolution was adopt
ed allowing M. f. Church to subscribe
for any part or the whole of the unsub-
Scribed or unapportiOned amount of said
stock up to the amount of $4,000, which
was the capitalization agreed upon for
the company. This, it is claimed, was in
violation of the right OF the Alexandra
company to acquire a controlling interest
in the Arlington company.
About to Issue Stock.
referring to the proposed merger of the
Arlington with the Virginia
company, the petition states that the
former concern is about to issue stock to
which the Alexandria company is enti-
tied.
Among the reasons advanced in Oppo-
stiOn to the merger are that there is no
provision in the charter of the Maryland
Virginia Railway Company to conduct
business such as is now being conducted
by the Arlington company, and that the
former concern never has disclosed its
plans to the directors of the Arlington
company, as to enable them to deter
mine whether the merger is desirable.
The petition states that 1t is believed
the offer of the Maryland Virginia
Railway Company to give stockholders in
the Arlington Electric Company the op-
| ton of being paid cash at par for their
| shares is merely blind, it being the in
| tention of the corporation to acquire
| control of all of the stock Of the Airing
| ton company as to exchange 1t for
| stock in the Observation-Disclosures Railway
| Company without any cash payments