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

OF the IS original directors, six shall
be nominated by the Washington Co,
six by the Capital Co, and three shall
be representatives of the public NOM
mated by the Public Utilities Commits
sion of the District of Columbia not
identified with either company. OF the
directors so to be initially nominated
by the Capital Co. four shall hold office
for three years. and two shall hold
office for two years. Of the directors
so to be initially nominated by the
Washington Co. two shall hold office
for two years and four shall hold office
for one year. AS the above periods
expire, directors shall be elected an
nually. The directors so to be NOM
mated by the Public Utilities Commits
sion of the District of Columbia shall
hold office for one year and shall be
elected annually
"The officers of the New Co. shall be
selected by the board Of directors:
Fourth. The New Co. shall have
such rules. regulations and bylaws as
the directors shall adopt not contrary
to its charter or to the laws IN force
in the District of Columbia. The duties
and powers of the directors and the
duties and powers of the officers OF the
company shall be such as are set forth
in the bylaws.
Fifth. The initially authorized share
capital of the New Co. shall be 100000
shares of preferred stock OF the par
value of $500 per share. which may De
issued in series from time to time as
hereinafter provided. and 100000 shares
of common stock of the par value OF
500 per share.
sixth. OF the originally authorized
stock. there shall initially be issued Tor
the purpose of the uniflcation:
100000 shares of per cent pre-
ferred stock. series A.
"l93.42O shares of common stock plus
that number of shares at par equaiing
the total net current assets. lnciuding
materials and supplies received ny the
New Co.
Stock to Be Non Assessable.
Seventh. The description OF the
classes of stock and the designations,
rights preferences and voting powers or
restrictions or qualifications OF eacn OF
said classes of stock shall be as follows:
Each share of stock shall be issued
as fully paid and non-assessable.
Each share of series A preferred
stock shall entitle the holder Thereon
to receive, and the New Co. snal De
obligated to pay when declared by the
board of directors out OF the surplus
or net profits of the New Co, cash diVi-
dends at the rate of per cent pc!
annum in preference over any dividend
on the common stock, such dividends
to be PAYABLE quarterly. on dates TO be
fixed BY the board of directors and sucn
dividends shall be cumulative from ano
after the date OF original issue OF SAID
preferred stock
The common shares shall be subject
to the preferential rights OF the pre-
ferred shares as above Speclned. NO
dividends on the common stock sha!!
be paid In any calendar year unless all
cumulative dividends on preferred stock
accrued prior to such year shall nave
been paid or declared and set ASIDE
for payment in such year. and only
after declaration and setting aside Tor
payment in such year OF the 1ull olVi-
dends on the preferred stock Tor such
year.
After full dividends on series A pre-
ferred stock shall have been paid or de-
clared and set aside for payment in
any such year the holders OF the COM
mon stock shall be entitled to receive
all amounts that may be distributed in
dividends in such year up to and IN
Guiding per cent upon the amount OF
all common stock then outstanding and
after such per cent dividends Of any
character on such common stock shall
have been paid or declared and set
aside for payment in any year. the
series A preferred stock shall be entitled
per share to dividends pro rata with
the common stock out OF all dividends
paid In such year.
The series A preferred stock shall be
subject to redemption and may be re-
deemed and retired In whole or In part
on any dividend date after five years