Evening star. [volume] (Washington, D.C.) 1854-1972, 1928-02-15
TEXT OF MERGER AGREEMENT

carry out the intent hereof the Capital
Co. shall and WILL as soon as may De
possible after the date of closing as
hereinafter defined. make distribution
to its stockholders. liquidate and dis-
solve. and that the enabling legislation
contemplated herein shall contain all
necessary provisions therefor.
The date of closing is hereby defincd
as the date of the transfer of the prop
critics mentioned herein to the New co.
and the delivery Of New Co. preferred
and common shares to tho Capltal ana
Washington Cos. in accordance lcre-
with.
b. The Washington Co will vest.
or cause 10 be vested in the New 20.
ali OF its physical property. real ana
personal, Glen Echo Amusement PARK
except devices not owned by inc
Washington Co or Glen Echo Park
Coz. tracks. lands buildings shops
structures, machinery. rolling STOCK
buses. easements, franchises, rlShtS'
operating and other contracts 1ol tle
use OF tracks, power. cNchange ol IA :,
c!lities. or otherwise. directly conhec'eo
With, or relating to. ana uScd i'll inc
ordinary operation and business OF an
electric railway. motor bus, puohc
-
carrier. situate III the District OF Co
lumbia and State OF Maryland tsubJ"ct
to all conditions Of said ContractS>, m
GLIDING without limiting tn" gcncfanIH
of the foregoing, the physical property
rights and franchises OF the WaShlnS-
ton & Rockville Railway Co. OF Mont
eomerv County. used in the operation
OF said transit business. with the under-
standinc. however. that nothing herein
shall be understood to include the
transfer of the right of the Washington
Co. and the Washington RocN:lile
Railway Co. OF Montgomery county
TO exist as corporations or ScF2'aIe
corporate entities, nor 10 lncI''oS tie
stock OF the Potomac Electric rover
Co. the Braddock Light q POWER 20,
Inc, Great Falls Power Co. Potolllae
Electric Appliance Co. or other invest
ments in stock. bonds or personal prop
erty not connected with or used IN tne
ordinary conduct o. the business OF
said electric railways nor any cash,
bills receivable. credits or chcSPS III
action, except as otherwise heGeln pro
vided. A general description OF me
property to be transferred hereunder.
shall be prepared and delivered 10 the
Capital Co. before the final execution
OF deeds. and the Washington Co sinai!
execute all deeds. assignments ana or
other conyeyances requisite for such
purpose. It being understood. however.
that the Washington Co Will transfer
20 tho New Co. net current assets equal
to the net current assets transferred
10 the New Co. By the Capital Co. as
here.nbeforc provided, and no more,
Mortgages Are Considered.
.Th.. said property of the Washing
ton CO. snail be vested in the New Co.
subject. N 50 far. but only IN so Tar. as
the same may by the terms OF such
MORTGAGES respectively attach TO any
part or parts Of said property TO the
following mortgages or deeos OF traS,.
I'D First mortgage Of the City Il
Suburban Railway Of Washington.
dated September l. 1898. made to the
Baltimore Trust & Guarantee Co. as
trustee. securing sl.03.00o principal
amount OF per cent bonds due August
/. 1913:
"t.> First mortgage of the Anacostla
e. Potomac River Railroad Co. dated
April !. 1899, made to tn Baltimore
Trus: e. Guarantee Co. as trustee Sc
curing s2.964.0 600 principal amount Of
per cent bonds due April l. 1919:
''t3) Consolidated mortgage Of the
WASHINGTON Railway &; Electric Co,
dated March /. 1902. made 10 United
States Mortgage g. Trust Co, as trustee.
securing sll $4,000 principal amount
of 4 per cent bonds. due December J.,
1851 and
90 General and refunding mort
cage OF washington Railway q Electric
Co. dated November /, 1923. made to
American Security & Trust Co. as truS-
~ ctr1a} a amount
OF 6 per cent bonds. due November l.,
1888:
Provided. however. that the New Co.
shall assume only such Of the above
described bonds as hereinafter specified.
The Washington Co. shall at the
time OF closing hereunder. execute It's
own bond TO the New Co and 10 the
Capital Co whereby il shall agree 10
pay when due the principal and In
tercSs Of:
$4,000. COO principal amount Of CON-
solidated bonds Of Washington Railway
& Electric Co. described above, and
80 $4,000 principal amount o. gen.
era! and refunding bonds OF Washing
ton Railway & Electric Co. described
above.
In consideration of ,ha foregoing
the New Co. shall:
"a ! s1ASNii}t AIitt AA5s&I GO Va
same mature. liabilities Of the Washing
ton Co. incident 70 the transit business
10 De transferred as aforesaid. such
liabilities 10 be S4s2 600 principal
amount Of the first mortgage bonds Of
the Anacostia &. Potomac River Rail!
road Co. described above, bearing in
tcrest at the rate Of 5 per cent per
annum. due April ] i949. being the
bonds Of said issue guaranteed by the
Washington Railway * Electric Co,
1854 900 Of the consolidated bonds Of
the Washington Railway IL Electric
Co. also described above. bearing in
terest AT the rate OF per cent per
annum. due December !. 1851. and cur
rent liabilities arising in the normal
course OF the transit business. The OBJ
legation of the New Co. in respect to
said Washington Railway e. Electric
Co. consolidated 4 per cent bonds shall
be such that the Washington Co shall
retain the right 10 redeem or pay such
bonds In whole or in part prior 10 their
normal maturity. and that II il should
do 50 the New Co shall =. that time
have The option. either ID 10 reimburse
the Washington Co. tor the cost Of re-
dernpt!on or payment Of such consoli-
dated per cent bonds In the proper
ton that the New Co is responsible
therefor a. above. or 90 10 issue TO
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