for

(Here insert name of corporation.)

1 Strike out matter in parenthesis if not necessary..

2 Here insert "two-thirds" or "a majority", as the articles may require. (See Section 8623-67 G. C.)

Form 3527.

Notice of Consolidation (Illinois).

STATE OF ILLINOIS,)

COUNTY OF

SS.

Public notice is hereby given that at special meetings of the stockholders of the following-named corporations, organized and existing under and by virtue of the laws of Illinois (Here set out names of corporations) held in the city of —, county of State of Illinois, in the case of Company; in the city

of -, county of, State of Illinois, in the case of Company; and in the city of -, county of, State of Illinois, in the cases of the other named corporations, all of said meetings being held on the day of porations were duly consolidated into the

19, the said cor

Corporation, an

Illinois corporation; a certificate of consolidation having been duly filed in the office of the secretary of state of the state of

Illinois.

Dated

19—,

Illinois.

(Signatures.)

ARTICLE THIRTY-FIVE.

REORGANIZATION.

Form 3538.

Reasons for Reorganization-From Letter of President of Pullman Company to Stockholders.

1. It is advisable that the public, the stockholders of your company, and federal and state regulatory bodies shall distinguish clearly the earnings derived by the company from its carrier business. To that end it is the judgment of your board that the property of the company devoted to its carrier business and the property in which the company is interested through stock ownership or otherwise and not devoted to its carrier business, should be placed under the control of separate corporate entities; that the shares of stock of such corporate entities and such other assets, if any, as may seem desirable should be acquired by a new corporation in the form of a holding company, in which, in lieu of the present shares of stock of The Pullman Company, the present shareholders of The Pullman Company should be stockholders.

Broadening scope of corporate activities.

2. The reorganization is desirable because under a new corporate structure the assets of The Pullman Company which are not essential to its carrier activities can be utilized for the benefit of the stockholders of The Pullman Company more advantageously in broadening the scope of its corporate activities than can be done under the present corporate structure.

Larger participation in ownership.

3. The reorganization is desirable because it will increase the total number of outstanding shares and thereby attract a larger number of investors of moderate means, who are deterred from investing in the company's shares by the present high unit price thereof. It is believed that a larger participation in the ownership of the company, both by employees and the public at large, is desirable and will result from the proposed change.

Your directors have therefore approved, and now submit and recommend to the stockholders, the following plan of reorganization:

Form 3539.

Reasons for Reorganization-Moving Picture Companies.

It became clear that the varying holdings of stock in these different theatres involved a diversity of interests which might lead to friction at some future date, and which might hinder the development of additional theatres or theatrical interests. For example, it was felt that if a new large theatre were erected in the district dominated by the Riviera Theatre, the immediate effect thereof would be to cut down the earnings of the Riviera Theatre, or cause a change of policy to be instituted there. Obviously, unless the interests of the stockholders of the Riviera Theatre and the stockholders of the corporation that operated the new theatre in the same area were identical, a diversity of interests would at once develop. In addition thereto, there was present at all times the difficult problem of determining a basis of allocation of the cost of special films, special stage settings and scenery, advertising and publicity work, executive and overhead and organization expenses, among the various theatres.

Solution of problem.

After devoting a great deal of time and thought to the situation, the parties in interest decided that the best solution of the general problem would be the organization of a new corporation, which corporation would acquire all, or substantially all, of the outstanding shares of the capital stock of the various theatre corporations (and would also acquire the various film interests above referred to), or would acquire all of the assets of the various corporations, including the film interests above described. It was further determined that the film interests should be acquired by a corporation to be created for that purpose and that arrangements be entered into with bankers to sell a sufficient number of shares of the common stock of the new corporation to retire the mortgage indebtedness outstanding against the Tivoli Theatre, the Central Park Theatre and The Chicago Theatre properties, to the end that the property and assets of the new corporation would be free and clear of all liens and encumbrances.

Form 3540.

Notice to Stockholders of Reorganization-Pullman Company. To the Stockholders of The Pullman Company:

We beg to invite your further consideration of the proposed reorganization of The Pullman Company, as indicated in the enclosed copy of the circular letter of 19-, mailed by the

president of the company to all of its stockholders.

Request to deposit stock.

The undersigned concur in the opinion of the board of directors of the company that a reorganization of the company as proposed will be beneficial to the stockholders participating therein, and accordingly ask you to aid in its consummation by depositing your stock with one of its depositaries named at the foot of this letter.

Time for deposit.

The time for the deposit of stock will expire (unless extended by the committee) on, 19-, and the deposit of stock in addition to that already received is required to warrant the committee in proceeding with the plan. Stockholders of the company who wish to avail of the plan, and who have not deposited their stock, are urged to do so at the earliest practicable date. Please sign and deposit with your stock certificates (1) the Stock Assignment (Schedule B), and (2) the Stockholder's Proxy and Dividend Order (Schedule C), of which two schedules forms are enclosed. The execution of the assignment on the back of the stock certificates is not necessary.

Certificate of deposit.

Upon the deposit of your stock you will receive a certificate of deposit in the form of the enclosed Schedule A. The certificates of deposit are listed on the New York Stock Exchange, and may be purchased and sold in the same manner as the stock.

J. P. Morgan & Co., 23 Wall Street, New York City Depositary. First National Bank, 2 Wall Street, New York City Depositary. Illinois Merchants Trust Co., 231 S. LaSalle Street, Chicago

Depositary.

Form 3541.

Agreement for Reorganization Through Proxy and Attorney in Fact.

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, being the owners of the number of shares of the capital stock of The Container Company, of Toledo, Ohio, a corporation, organized and existing under the laws of the state of Ohio, set opposite our respective names, for and in consideration of the mutual promises and agreements this day made and carried out by and between the parties hereto, and in further consideration of the sum of one dollar ($1.00) each to the other paid, receipt whereof is hereby acknowledged, do hereby irrevocably agree, one with the other, to place and deposit our certificates evidencing the number of shares of said stock set opposite our respective names, with of Toledo, Ohio, for the uses and purposes herein mentioned, as follows, to wit:

Preamble-Resolutions of reorganization.

That whereas, we and each of us, did, in special stockholders' meeting held on the day of , A. D. 19—, in the offices of Miller, Brady & Yager, by our unanimous vote, reorganize the said The Container Company by authorizing the issuance of Class A and Class B common stock under the following terms and provisions, to wit:

Class A common stock-Rights and privileges.

1. The holders of the Class A common stock shall have the sole and exclusive right to vote at all stockholders' meetings of the company and shall have full, complete and exclusive rights to all dividends when and as declared by the board of directors, subject, however, to the dividend on the Class B common stock hereinafter provided.

Class B common stock-Voting capacity denied.

2. The holders of the Class B common stock shall not be entitled to vote the same at any stockholders' meetings of the company.

Preferred dividends.

3. The holders of the Class B common stock shall be entitled to receive a dividend of not more than eight dollars ($8.00) per