SPRINGER HARBAUGH, Esq., offered the following preamble and resolution, which, on motion, were adopted, viz. : Whereas, at the stockholders' meeting, held yesterday, the fol lowing resolution was adopted: 66 Resolved, That as inasmuch as in and by the provisions of the lease of the railway of this Company to the Pennsylvania Railroad Company, after satisfying the liabilities of the Company, for interest and the sinking funds, a perpetual dividend fund is provided adequate to pay twelve per cent. upon the existing stock of this Company, free and clear of all taxes which may operate as a deduction from the said dividends, it is expedient that a guaranteed stock, entitled to dividends at the rate of seven per cent. per annum, payable quarterly, in such form, and with such guarantees as the Board of Directors may prescribe, and of such aggregate amount as the annual rental of one million three hundred and eighty thousand dollars shall suffice to pay dividends upon, at the aforesaid rate of seven per cent. per annum, shall be created; and that the same shall be issued in substitution of the now existing stock in such manner and on such terms as the Board of Directors may provide, and that the Board of Directors and such committee or officers as they may designate, are hereby vested with all powers which the stockholders can confer, and which may be necessary or proper to carry this substitution into complete effect." And whereas, at meeting of the First and Second Mortgage Bondholders, respectively, duly convened and held at this City, yesterday, and to-day, each of the said classes of bondholders, did by a large majority, in interest, consent to the creation and issue of the said capital stock, to be issued in substitution for the existing stock, to such aggregate amount, that the sum of one million three hundred and eighty thousand dollars, rental reserved, as a dividend fund uuder the said Lease to the Pennsylvania Railroad Company, should be equal to not less than seven per cent. per annum thereto, therefore be it RESOLVED, That the Executive Committee be and is hereby vested with authority to do every act and thing which may be necessary or proper to carry the aforesaid resolutions of the stockholders into full and complete effect, in such manner as in their judgment shall be most advisable. JNO. L. DAWSON, Esq., offered the following resolution, which, on motion, was adopted, viz.: Resolved, That the Executive Committee be and is hereby directed and empowered to make such contract with the Grand Rapids and Indiana Railroad Company, or such Company as may become the owner of said Grand Rapids and Indiana Railroad, as is contemplated in the lease to the Pennsylvania Railroad Company, and as authorized by resolution of the stock and bond holders, at the adjourned meeting held yesterday; Provided, there shall be a stipulation in said contract to require the first moneys arising from the sale of any and all bonds which may be guaranteed by this Company, to be expended in the construction of said road northward continuously from Fort Wayne, Indiana. ADJOURNED ANNUAL MEETING OF THE STOCK AND BONDHOLDERS OF THE PITTSBURGH, FORT WAYNE AND CHICAGO RAILWAY COMPANY. PITTSBURGH, FORT WAYNE AND CHICAGO RAILWAY CO., PITTSBURGH, June 5, 1869. By virtue of authority conferred by resolution of the Stock and Bondholders of the Pittsburgh, Fort Wayne and Chicago Railway Company, at the annual meeting, held at the office of the Company, in this city, March 17, A. D. 1869, an adjourned meeting of said annual meeting, will be held at the general office of the Company, in the City of Pittsburgh, at 10 o'clock, A. M., of June 24th, inst., for the purpose of considering and acting upon a Lease for a period of nine hundred and ninety-nine years, of the railway and property of this Company, to the Pennsylvania Railroad Company, and to act upon such other business as may come before said adjourned meeting. The books for the transfer of stock and bonds of the Pittsburgh, Fort Wayne and Chicago Railway Company will close at 2 P. M., on Monday the 14th of June, at the Agency in New York, Winslow, Lanier & Co., 27 Pine Street, and at the Office in Pittsburgh, and will re-open on the 25th of June. By order of the President, F. M. HUTCHINSON, Secretary. PITTSBURGH, June 24th, 1869. A meeting of the Stockholders and Bondholders of the Pittsburgh, Fort Wayne and Chicago Railway Company, was held this day, commencing at 10 o'clock, A. M., at the principal office of the Company, in the City of Pittsburgh, pursuant to an adjournment, and the foregoing notice, which was duly published in conformity with the resolution passed 17th March, 1869. The meeting was organized by JAMES S. CRAft, Esq., of Pittsburgh, resuming the Chair; F. M. Hutchinson being Secretary. GEORGE W. CASS, the President of the Company, presented the form of Lease, bearing date June 7, 1869, for a period of nine hundred and ninety-nine (999) years, of the Railways of this Company to the Pennsylvania Railroad Company, which was read by the Secretary and is as follows: (For Lease, see page 225.) And after discussion of the same SAMUEL J. TILDEN, Esq., presented and moved the adoption of the resolutions hereinafter set forth, and marked Nos. 1, 2 and 3, which resolutions were read by the Secretary, as follows, viz. : No. 1. Resolved, That we, the stockholders and bondholders of the Pittsburgh, Fort Wayne and Chicago Railway Company, hereby assent to and approve of the lease of the railways of the said Company to the Pennsylvania Railroad Company, for the period of nine hundred and ninety-nine years, upon the terms and conditions, and for the annual rental reserved and mentioned in a certain Indenture of Lease thereof, bearing date on the seventh day of June, 1869, executed by, or on behalf of, the said Pennsylvania Railroad Company, and now just submitted to us; and that we hereby assent to and approve of the execution and delivery of such lease on behalf of the said Pittsburgh, Fort Wayne and Chicago Railway Company: provided, however, that the assent and approval shall not be construed to waive, alter, or impair the existing liens of the respective deeds of trust or mortgage, by which the payment of the respective bonds is secured, but that this assent and approval is hereby expressly declared, and is given, upon the condition, that the said lease shall be, and shall ever hereafter be, deemed and taken to be subordinate to the aforesaid liens. No. 2. Resolved, That the assent of the stockholders is hereby given to the making by the Board of Directors of this Company, of such contract as is contemplated in Article Thirteenth of the lease this day submitted, upon the terms and conditions and upon the approval and assumption by the lessee as in the said article contemplated. No. 3. Resolved, That inasmuch as in and by the provisions of the lease of the railway of this Company to the Pennsylvania Railroad Company, after satisfying the liabilities of the Company for interest and sinking funds, a perpetual dividend fund is provided adequate to pay twelve per cent. upon the existing stock of this Company, free and clear of all taxes which may operate as a deduction from the said dividends, it is expedient that a guaranteed stock entitled to dividends at the rate of seven per cent. per annum, payable quarterly in such form and with such guaranties as the Board of Directors may prescribe, and of such aggregate amount as the annual rental of one million three hundred and eighty thousand dollars shall suffice to pay dividends upon at the aforesaid rate of seven per cent. per annum shall be created, and that the same shall be issued in substitution of the now existing stock, in such manner and upon such terms as the Board of Directors may provide, and that the Board of Directors and such committee or officers as they may designate are hereby vested with all powers which the stockholders can confer, and which may be necessary or proper to carry this substitution into complete effect. The question being, what action will the meeting take upon the above resolutions presented by Mr. Tilden, George W. Cass, the President, moved that they be submitted separately to the vote of the stock and bond holders, and that the stock and bond holders vote thereon by ballot, which was agreed to; whereupon, the Chairman appointed Messrs. J. T. Brooks, James P. Farley and Wm. Leaf tellers, to receive, count and make record and return of the vote cast; and the stock and bond holders thereupon proceeded to vote upon such resolutions separately, and the voting being concluded, George W. Cass moved that the meeting do now adjourn for the purpose of enabling the tellers to count and make a report of the votes cast, and that it stand adjourned until to-morrow morning at 10 o'clock, which was agreed to; whereupon the meeting adjourned accordingly. FRIDAY MORNING, June 25, '69. Agreeably to the adjournment of yesterday, the stockholders and bondholders of the Pittsburgh, Fort Wayne and Chicago |