Chesapeake and Ohio Railway Company Plan of Merger w Norfolk and Western 1966

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Chesapeake and Ohio Railway Company Plan of Merger w Norfolk and Western 1966
 
Chesapeake and Ohio Railway Company Plan of Merger w Norfolk and Western 1966
Chesapeake and Ohio Railway Company  and Norfolk and Western
Plan of Merger
Soft Cover
63 Pages
Copyright 1966
Contents
I. THE N&W-C&O PLAN OF MERGER   1
REASONS FOR THE PROPOSAL TO CREATE A MAJOR NEW EASTERN RAIL SYSTEM. 1
Recent Growth of N&W and C&O. 1
The Proposed Penn-Central System   2
The Proposed N&W-C&O System. 3
COMPARATIVE MAPS   4
EXCHANGE RATIO   6
MANAGEMENT AFTER MERGER. 7
TAX CONSEQUENCES 7
BUSINESS AND PROPERTIES OF N&W 7
BUSINESS AND PROPERTIES OF C&O-B&O 8
C&O   8
B &O   9
Western Maryland   10
Stock Holdings 10
MARKET PRICES OF N&W AND C&O COMMON STOCKS 11
EARNINGS. 12
SUMMARY OF CAPITALIZATION   13
CAPITALIZATION   14
DIVIDENDS PAID PER SHARE   16
BOOK VALUES   16
CAPITALIZATION OF WESTERN MARYLAND   16
TERMS OF INCLUSION OF D&H, ERIE, READING, CND AND B&M. 17
INFORMATION AS TO ROADS COVERED BY INCLUSION PROPOSAL 20
D&H. 20
Erie 22
Reading 24
CND. 26
B&M  27
N&W AND C&O STOCK OPTION PLANS. 29
TRANSACTIONS INVOLVING N&W AND PENNSYLVANIA AND WABASH   30
SYSTEM MAPFollowing 30
LEGAL PROCEEDINGS   31
INTERESTS OF CERTAIN PERSONS IN PROPOSITION TO BE ACTED UPON 32
REMUNERATION OF N&W AND C&O OFFICERS AND DIRECTORS   35
CONSUMMATION, MODIFICATION OR ABANDONMENT OF PLAN OF MERGER 36
RIGHTS OF DISSENTING STOCKHOLDERS. 37
II. ELECTION OF DIRECTORS 37
[II. APPROVAL OF THE DESIGNATION OF INDEPENDENT PUBLIC ACCOUNTANTS 39
IV. GENERAL INFORMATION 39
SOLICITATION AND REVOCATION OF PROXIES 39
VOTING SECURITIES 39
EXHIBITS:
A. N&W Financials 40
B. C&O Consolidated Financials 46
C. N&W Pro Forma General Balance Sheet 52
D. Plan of Merger. 55


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