Exchange of stock for acquisition by fwo93561


									                                          Exchange of stock for acquisition.

   Since the corporation is in great need of additional facilities at various points, including facilities recently
completed or under construction at _________ and _________, none of which has been permanently financed by the
owners; and

    The acquisition of _________ Company, which has been approved and will be consummated within a short time,
will create a need for new and modern terminal facilities at all of their major points; and

  The total needs for facilities are so great that the real estate subsidiaries of the corporation, and those of _________
Company are having difficulty in arranging sufficient financing to fulfill those needs; and

   If all of the affiliated and related noncarrier corporations of this corporation were brought under common
ownership, it is believed that their combined financing requirements and financial strength would permit them to deal
with the larger lending institutions which are not now open to them as separate, nonaffiliated corporations; and

    This pooling of ownership would require the corporation either to acquire all other related corporations or dispose
of its stock of AB Investment Corporation, CD Investment Corporation, and EF Corporation; and it is feared that the
heavy financing by the corporations, if subsidiaries of the corporation, might limit or otherwise conflict with the
financing capabilities of the corporation.

    Now it is resolved, that it is deemed advisable and to the best interest of this company that a dividend be, and it is,
declared on the common stock of this company, payable in the common stock of AB Investment Corporation, CD
Investment Corporation, and EF Corporation owned by this company, the payment of the dividend to be made on
[date], by the transfer and delivery to the stockholders of this company on the basis of the percentage that their
stockholdings in this company bear to the total stock this company owns in each of the three corporations, adjusted
equitably between the stockholders, if deemed advisable, to the nearest whole share.

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