Company, secured by these presents, or these presents, or by either of the two several trust deeds, bearing even dates herewith, and then outstanding, including the contribution to the special sinking fund for the six per cent. bonds herein provided, and a dividend of three per cent. upon six millions and five hundred thousand dollars of capital stock, such surplus shall be reserved, and shall, within sixty days after the expiration of the said six months, be paid over to the trustees, as a sinking fund for the redemption of the bonds secured by these presents. Provided, that after the redemption of bonds amounting in the aggregate to two millions and five hundred thousand dollars, the said sinking fund may be limited to the application of not less than one per cent., per annum, upon the aggregate of bonds outstanding at the time of such limitations; and the said sinking fund may at any time hereafter be varied in its amount, by agreement between the said Company and the holders of the bonds secured hereby, acting by a majority in interest; and, with the assent of the trustees, the said surplus, or any part thereof, may, as the same shall from time to time arise, be applied to the improvement of the said railway, its equipments and appurtenances." It is proposed, that the sinking fund provided in the said several deeds be varied in amount, by agreement between the said Company and the holders of the respective bonds, acting by a majority in interest; and be reduced and limited to the amount of one per cent. in each year, beginning on the first day of January, 1864, upon the whole original issue of the said bonds; or, $52,500, for the First Mortgage Bonds, and $51,600 for the Second Mortgage Bonds, in addition to the interest upon the bonds which shall have been purchased in for the sinking fund; so that the sum to be applied in each year to the payment of interest and sinking fund, shall be eight per cent. upon the amount of the original issue. That such agreement be entered into by the bondholders upon the following conditions: First. That the payments into the said sinking funds be made in priority to any dividends on the stock. Secondly.-That the sinking fund for the First Mortgage Bonds be applied to the purchase, by the trustees, of the said bonds, at their market value; and the sinking fund for the Second Mortgage Bonds be applied to the purchase of the said bonds, by the trustees, at their market value; such application to be made in such manner and subject to such qualifications as may be agreed upon between the trustees and the Company. Thirdly. That the said Company shall, by an instrument, in a form to be approved by the trustees under the said first and second trust deeds, and duly executed and delivered to the said trustees, waive, relinquish, and extinguish any and all right, which the said Company has or may have after July 1st, 1867, to redeem any of the said bonds, or to require the holders then to accept in exchange therefor six per cent. bonds, by virtue of a clause contained in the said bonds, or of Article Seventh of the said several deeds of trust; and shall cause to be stamped, without expense to the holder, on any of the bonds which may be presented for the purpose, an endorsement in evidence of such agreement, in a form to be approved as aforesaid; and shall also in like manner confer upon all holders of the First and Second Mortgage Bonds the right to vote at all corporate meetings at the rate of one vote for each one hundred dollars of the par value thereof, so far as may be done under existing or future legisla tion. Fourthly.-That the said Company shall, by an instrument, in a form approved as aforesaid, and executed and delivered as aforesaid, agree to pay the interest, accruing subsequently to January 1st, 1864, upon the Third Mortgage Bonds, semi-annually, on the first days of April and October in each year. Resolved, That in the event that the bondholders shall agree to the foregoing propositions, they be requested, to authorize their trustees to execute and to accept all instruments necessary or proper to evidence the said consent and agreement; and that the acceptance by the said trustees of instruments, executed by the said Company, for the purposes aforesaid, be deemed the acceptance of the bondholders, respectively, and evidence of the compliance of the Company with all conditions necessary to give effect to the consent and agreement proposed to be given and made by the bondholders. Resolved, That the President and Vice-President of this Company be authorized, to cause to be prepared, executed and delivered, in behalf of this Company, all instruments which they may deem necessary or proper, to carry into effect the foregoing proposition; and to cause the said instruments to be sealed by the common seal of this Company, and the same to be attested by the President and Secretary. Resolved, That the President be requested to appear, in person, at the bondholders' meeting, on the 7th inst., to lay before them the foregoing order and resolutions, and to ask their concurrence therein. MEETING OF THE First Mortgage Bondholders OF THE PITTSBURGH, FORT WAYNE AND CHICAGO Held at the office of Winslow, Lanier & Co., No. 52 Wall street, in the City of New York, on Thursday, the 7th day of April, 1864, at 11 o'clock, A. M. The meeting was called to order by S. J. Tilden, Trustee; and organized by the appointment of Wm. B. Ogden, Chairman; Louis H. Meyer and Wm. H. Barnes, Secretaries. The call of the meeting, as published in the newspapers, was then read, viz.: Notice to the First and Second Mortgage Bondholders of the Pittsburgh, Fort Wayne and Chicago Railway Company. The Board of Directors of the Pittsburgh, Fort Wayne and Chicago Railway Company have requested the undersigned, to call meetings of the First Mortgage and Second Mortgage Bondholders, in pursuance of the provisions of the deeds of trust, for the purpose of considering certain modifications of the present financial system of the Company, to which the assent of a majority, in interest, of each of those classes of bondholders, by a vote at a meeting, is necessary. The principle of the proposed measures was submitted to the Annual Meeting of the Corporation, held at Pittsburgh, on the 16th inst., at which were represented a majority of the stockholders, and of each class of the bondholders, and was unanimously approved. The undersigned, therefore, in exercise of the authority conferred upon them by Article 12 of the First and Second Deeds of Trust, give notice, that meetings of the First and Second Mortgage Bondholders will be held, at the banking house of Winslow, Lanier & Co., No. 52 Wall Street, in the City of New York, on Thursday, the 7th day of April, 1864, at 11 A. M., for the purpose of considering the aforesaid measures. At such meeting, the bondholders, if registered, may vote, in person or by proxy. Registration on the voting register can be made, by any holder, at the office or agency of the Company, at the banking house of Winslow, Lanier & Co., where the books are now open for that purpose, on presentation by the holder of his bonds, or on his filing the written order of the person last registered as the holder. The registration was originally in the names of the persons to whom the bonds were issued. In cases in which the bonds have since changed hands, the present holder can vote only by registering himself, or upon the proxy of the person last registered. A general attendance of the bondholders is earnestly requested, as well to act on the questions aforesaid, as to perfect the organization contemplated in Article 12 of the Deeds of Trust. The meetings of the First and Second Mortgage Bondholders will be held separately, but at the same time and place, and the holders of the Third Mortgage Bonds are invited to be present, though their action is not required by the trust deeds. The resolutions adopted at the annual meeting, and the resolution of the Board of Directors, requesting a call of the meetings of the bondholders, are subjoined. JOHN FERGUSON, Trustees for the First and Second Mortgage Bondholders. RESOLUTIONS Recommended by the Board of Directors to the stockholders, for adoption at the annual meeting, March 16, 1864: Resolved, That it is expedient, that expenditures for construction, equipment and objects pertinent thereto, involving new capital, should, in the main, be provided by an increase of capital stock of the Company. Resolved, That the increase of capital stock should be made solely for the purpose of building and completing a double track, |