Evening star., 1935-11-02
HAM AND FLEMING
QUIT v. R. f. POSTS
IN CONTROL SHIFT
Daniel J. Callahan Also Out
Because of Move of Hold
ing Company.
THREE STILL MEMBERS
OF THE PEPCO BOARD
North American Transaction to
Rid Itself of Control May Cause
More designations.

The president and two directors Of
the Washington Railway g. Electric
Co. have resigned, it was learned to-
day, their action preceding the an
nouncement that the North Ameri-
can Co. had notified the Federal Secu-
rites and Exchange Commission that
1t proposed to divest itself of control
OF the railway company by issuing
participating shares in place OF the
common shares of the w. R. g. E. The
| designations took place before the fl
ing OF the notice with the securities
board.
They are William F. Ham. president
OF the w. r. g. E: Robert V. F1em-
ing. president of the Riggs National
Bank, and Daniel j. Callahan
In admitting his resignation, Mr..
Fleming explained that it was in con-
nection with the move of the holding
company to divest itself of control of
the Washington Railway g. Electric
Co. through the proposed issuance OF
| participating shares. but he specifi-
cally explained his resignation should
transaction" Mr.. Ham declined TO
comment but the report of his resig-
| nation was confirmed at his home.
Law Requirement Cited.
Asked for his reason for resigning,
Fleming said it was due ito the
stringent requirements of law in con-
nection with the filing of the regis
tration certificate with the Securities
Exchange Commission which was nee
eSsary in this transaction"
Fleming further stated he believed
all matters in connection with this
transaction were being prepared and
handled with the greatest care, but
that the detailed information which
was required in filing the registration
certificate was of such a nature that
it would be impossible for him. in his
/ Judgment, TO pass upon this informa-
| tion IN manner which to his mind
he was charged with doing under the
/ law"
| The three directors who resigned
! are still members of the board of the
Potomac Electric Power Co., accord
ing to Or. william c. Mcclellan, who
has succeeded Ham as president of
the railroad company.
The four remaining directors of
/ the railway company, who constitute
majority Of the board are: DR.. Nc
/ Clellan. A. G. Neal. vice president
and general manager of the railway
company; Eugene E. Thompson Of
this city and F. w. Doolittle of New
York City. vice president of North
American Company. These four, ac-
porting the new transaction and do
not intend to resign.
The North American Co. filed a
registration statement with the Ex-
change Commission covering 1925 900
participating shares. representing the
$1,000 outstanding common shares of
the Washington Railway.
Meanwhile the District Public Util-
tiles Commission started an inquiry to
determine what would be the ultimate
effect Of the proposal made to the
Securities Commission by the North
American Co.
The District Public Utilities Com
mission today started an inquiry to
determine what would be the ultimate
effect of a proposal made to the Fed
eral Securities Commission by the
North American Co. which was an
| rounced as move by the giant util-
tiles holding company to divest itself
| M of
and transit companies.
The North American Co. now in
directly dominates the Potomac Elec-
trio Co. and the Capital Transit Co.
through control of voting power in
the Washington Railway g. Electric
Co., which itself is holding COM
pany. The North American Co., in
plan filed with the Securities Com
mission, proposes to issue Is particle
pating shares for each one of the
common shares in the w. r. g. E.
and to sell its holdings to the public,
according to statements to the Fed
eral agency.
Information Requested.
The District Commission today adj
dressed letters to the Securities Com.
mission as we'll as to the w. R. g. E.
company and to its new president,
Dr. Mcclellan, seeking full infor-
nation on the plan. At the same
time. Peoples Counsel William A.
Roberts conferred at length with Nc
Clellan and will go Monday to the
Securities Commission for further
data.
The action by the North American
raised several questions. One was
whether the effect of public sale of
North American holdings in the local
company would mean a local board
of directors in complete control Of
the concerns here. Another was how
(See CONTROL, Page %