its 1st Vice-President, and its corporate seal to be affixed, attested by its Secretary. All done in triplicate, the day and year first above written. THE MINNEAPOLIS & ST. LOUIS RAILROAD COMPANY: The Boards of Directors of the Iowa Central Railway Company and of The Minneapolis & St. Louis Railroad Company have agreed, subject to the approval of the stockholders of said Companies, at meetings to be held, for the Iowa Central Railway Company, on December 19th next, and for The Minneapolis & St. Louis Railroad Company on December 18th next, for the sale and conveyance by the Iowa Central Railway Company of all its railroad and property, subject to its debts and liabilities, to The Minneapolis & St. Louis Railroad Company and for the payment by the Iowa Central Railway Company to The Minneapolis & St. Louis Railroad Company of the sum of $2,500,000, in consideration for the issue and delivery by The Minneapolis & St. Louis Railroad Company of 19,175 shares of its preferred stock, 93,702 shares of its common stock and $2,500,000 of an issue about to be made by it of Refunding and Extension Mortgage Five Per Cent. Fifty-Year Gold Bonds. Said bonds will be dated January 1, 1912, and will bear interest from February 1, 1912, at the rate of 5 per cent. per annum, payable quarterly on the first days of February, May, August and November in each year, and will be redeemable at 105 at any interest period. Said bonds will be part of an authorized issue of $75,000,000 of bonds secured by mortgage upon the railroads and properties now owned by The Minneapolis & St. Louis Railroad Company and the Iowa Central Railway Company, subject to existing liens thereon, and said mortgage, through the retirement of the outstanding $6,250.000 of bonds of the Minnesota, Dakota & Pacific Railway Company, will also be a first lien upon the railroad and property of said Minnesota, Da kota & Pacific Railway Company constituting the recent extension to the Missouri River, 229.6 miles. Said mortgage will also be a first lien upon the contemplated extensions of the property of The Minneapolis & St. Louis Railroad Company. The issue of the $2,500,000 of bonds above referred to will not increase the aggregate indebtedness of the Companies as the proceeds are to be used to take up maturing obligations. It is proposed that the securities to be received by the Iowa Central Railway Company will be distributed upon the following basis: One share of the preferred stock and nine shares of the common stock of The Minneapolis & St. Louis Railroad Company will be exchanged for each ten shares of the preferred stock of the Iowa Central Railway Company; and one share of the common stock of The Minneapolis & St. Louis Railroad Company will be exchanged for two shares of the common stock of the Iowa Central Railway Company. By an arrangement between the two companies, and under an agreement between the Iowa Central Railway Company and Messrs. J. S. Bache & Co., Bankers, of New York City, the Iowa Central Railway Company has agreed, subject to the approval of its stockholders and of the stockholders of The Minneapolis & St. Louis Company, that the $2,500,000 of Refunding and Extension Mortgage Bonds above referred to, shall be offered by the Iowa Central Railway Company for subscription to stockholders of the two companies as the same appear of record on the books of said companies at the close of business December 26, 1911, pro rata, to the extent of 10 per cent. of the par value of the shares of the stock held by them respectively, together with $1,250,000 of the preferred stock of The Minneapolis & St. Louis Railroad Company, at a price of $1,000 for each $1,000 Refunding and Extension Mortgage bond, with preferred stock of the par value of $500. The entire amount of subscriptions will be payable on or before January 25, 1912. A syndicate has been formed by Messrs. J. S. Bache & Co. for the purpose of purchasing so much of said $2,500,000 of bonds and $1,250,000 of preferred stock as shall not be subscribed and paid for on or before January 25, 1912, by the stockholders of the two companies. The money received from the proceeds of this transaction will enable the properties to discharge obligations maturing February 1, 1912, aggregating $2,100,000 and release underlying bonds aggregating $1,850,000. The capitalization of The Minneapolis & St. Louis Railroad Company, after the acquisition by it of the properties of the Iowa Central Railway Company, will be less than the aggregate capitalization of the two separate companies. The outstanding preferred stock of The Minneapolis & St. Louis Railroad Company will be increased to $5,917,500, being about $4,100 per mile, while the outstanding common stock will be at an average of about $10,000 per mile. The Iowa Central Railway Company has considerable value as a feeder to the Minneapolis & St. Louis Railroad and logically should be a part of a through line from the Missouri River to the Canadian border. While the records of the two companies show that without the tonnage concentrated upon its lines from The Minneapolis & St. Louis Railroad Company, the Iowa Central Railway Company would be unable properly to sustain itself, its value to The Minneapolis & St. Louis Railroad Company as a link in the connection which it is contemplated will be made with railroads at the Canadian border makes it desirable that they should be united. The importance of the proposed extensions in the development of the properties can hardly be over-estimated. They should establish the property as one of the most important in the middle west, giving to independent Canadian roads a direct connection with Minneapolis and St. Paul, forming a through direct line from Canada and the Canadian northwest to the Gulf. The managers of the respective companies have the greatest confidence in the earning power and success of the properties with these plans executed. The Minneapolis & St. Louis Railroad Company earned and paid dividends consecutively for fifteen years until January 1, 1910, when it was met with a crop failure in South Dakota which was repeated and aggravated in the present year. The conditions in that State, so far as it is possible to judge at this time, point to a good crop, as the earth, for the first time in three years, is thoroughly water-soaked. Under the arrangement between the two companies and the agreement between the Iowa Central Railway Company and Messrs. J. S. Bache & Co. above referred to, the right to subscribe for $2,500,000 of Refunding and Extension Mortgage Bonds and $1,250,000 of preferred stock of The Minneapolis & St. Louis Railroad Company has been reserved to the stockholders of the two companies, as indicated above. In the event that the approval of the stockholders of the two companies to the foregoing plan is given at the special meetings to be held on December 18th and 19th next, subscription certificates will be mailed to stockholders on or about December 26th. Stockholders who desire to subscribe for more than their ratable proportion of these bonds and shares of preferred stock may indicate their wishes in a communication addressed to Mr. A. C. Doan, the secretary of the Iowa Central Railway Company at his office No. 25 Broad Street, New York City, and if any of these securities remain unsubscribed for, |