to various domestic and foreign private and governmental carriers, and financing the purchases thereof.

The assets of Standard, until the disposition thereof in 1930, consisted of various freight and passenger car building plants and equipment, coal properties, a hotel, inventories, accounts receivable, cash, and various securities consisting of notes of domestic and foreign railroads, notes and stocks of corporations other than subsidiaries, and all of the issued and outstanding stocks of approximately twelve subsidiaries, all of which were engaged in carrying on business similar or incidental to that carried on by Standard.

Pullman was incorporated June 21, 1927, under the laws of the State of Delaware, with an authorized capital of 3,375,000 shares of no par value common stock, increased on January 28, 1930, to 3,875,000 shares. At all times relevant hereto, Pullman owned more than 99 per cent of the outstanding stock of the Pullman Co. (engaged in the operation of sleeping and parlor cars and other railroad services) and 100 per cent of the outstanding capital stock of Pullman Car & Manufacturing Co. (engaged in the manufacture and repair of all kinds of railroad cars including sleeping and parlor cars). At all times relevant hereto, Pullman was a holding company and not an operating company. Pullman did not directly own any manufacturing plants or other assets necessary for or incidental to the operation thereof. The total assets of Pullman (not including any assets of subsidiaries) as of December 31, 1929, were as follows:

In the summer of 1929, representatives of Pullman commenced negotiations with representatives of Standard with a view to the acquisition by Pullman, or one or more of its subsidiary companies already existing or to be organized, of a portion of the assets of Standard and of certain of Standard's subsidiaries (hereinafter referred to as "wanted assets"). Such wanted assets consisted principally of inventories, work in process, accounts receivable, plants, and equipment

owned and used by Standard and of certain of its subsidiary companies in the car-building business. Pullman did not desire to acquire certain assets of Standard and of certain of its subsidiary companies, such as corporate stocks and notes, car trust notes, and notes and debentures of domestic and foreign railroad and car-owning companies and financing commitments (hereinafter referred to as "unwanted assets").

During the month of December 1929, representatives of Pullman submitted to representatives of Standard a tentative proposal for the acquisition of that portion of the wanted assets of Standard and certain of its subsidiaries, consisting of so-called "Fixed Assets," in exchange for stock of Pullman and also for the acquisition of that portion of the wanted assets, consisting of inventories, work in process, and current receivables in exchange for cash, United States Government bonds, or stock of Pullman at its cash equivalent. It also was tentatively proposed that certain of the unwanted assets of Standard and certain of its subsidiaries be taken over under guaranty of Standard or for liquidation for its account.

The tentative proposal was unacceptable to representatives of Standard, who insisted that the unwanted assets be included in the proposed transaction at values to be mutually agreed upon and without guaranty by Standard. Representatives of Pullman determined that unless the unwanted assets were eliminated from the proposed transaction the tentative proposal would be withdrawn. After further consideration, representatives of Standard agreed to the elimination of the unwanted assets.

The executive committee of Pullman at a meeting held on December 13, 1929, considered and approved a tentative plan for the acquisition of the wanted assets of Standard and certain of its subsidiaries through the instrumentality of a subsidiary to be organized, and authorized the president of Pullman to initial and exchange copies of the tentative plan with representatives of Standard.

The board of directors of Pullman, at a meeting held on December 19, 1929, approved the proposed acquisition of the wanted assets of Standard and of certain of its subsidiaries theretofore approved by the executive committee. The board also authorized the president to cause a new corporation to be organized under the name of Standard Steel Car Corporation having such authorized capital stock as in his judgment might be necessary and convenient for acquiring and operating the properties to be acquired by Pullman or one or more of its subsidiaries from Standard.

On January 9, 1930, Standard called a special meeting of its stockholders to be held on January 28, 1930, for the purpose of considering and voting upon plans approved by the directors, including, among other things, the following: The transfer of certain of the assets

owned by Standard and its subsidiaries, which Pullman did not want (unwanted assets) to a new subsidiary to be organized by Standard in exchange for all the capital stock of the new subsidiary; the transfer of other assets of Standard and its subsidiaries (wanted assets) to a new subsidiary or subsidiaries to be organized by Pullman in exchange for common stock of Pullman and cash; the distribution of the stocks and cash to be received as considerations for the above transfers to the stockholders of Standard in complete cancellation and redemption of the stock of Standard; and the dissolution of Standard.

On January 24, 1930, Standard caused the incorporation under the laws of the State of Delaware of Standard Car Securities Co. (hereinafter referred to as Securities Co.), with an authorized capital consisting of 280,000 shares of common stock without par value.

At the special meeting of the stockholders of Standard held on January 28, 1930, the plan of reorganization with Securities Co. was adopted. The transfer of all the assets of eight of the subsidiaries of Standard in complete liquidation thereof to Standard as the owner of all of their stock was also approved. No action was taken with respect to the transfer of the wanted assets to Pullman. The meeting was adjourned to February 11, 1930.

By letter dated January 28, 1930, Standard offered to enter into a plan of reorganization with Securities Co. which the latter accepted on January 29, 1930.

In the annual report of the president to the stockholders of Standard for the year 1929, dated February 3, 1930, he stated, in part, as follows:

The stockholders of your Company at their special meeting held on January 28, 1930, authorized the exchange of certain property, securities, and assets of your Company for all of the shares of Capital Stock of Standard Car Securities Company, a corporation of the State of Delaware. After the consummation of that transaction there will be distributed to the stockholders of your Company the shares of stock of Standard Car Securities Company so that each stockholder in your Company will receive for each share of stock held by him one share of stock of Standard Car Securities Company. At their said meeting the stockholders also authorized the liquidation of certain of your Company's subsidiary corporations and the distribution of their respective properties and assets to your Company.

Negotiations are now being carried on with the officers of Pullman Incorporated whereby it is contemplated that a reorganization and consolidation will be effected between your Company and Pullman Incorporated. These negotiations will not be concluded, however, until after the distribution to the stockholders of your Company of the stock of Standard Car Securities Company, as above stated. If the negotiations with Pullman Incorporated concerning the said reorganization and consolidation are consummated and approved by the directors and stockholders of your Company, your Company will transfer to Pullman Incorporated, or in accordance with its directions, all or substantially all of the property and assets of your Company in exchange for shares of stock of Pullman Incorporated and cash or United States Government securities.

Some of these transactions have already been explained to and acted upon by the stockholders of your Company and the others will be submitted to the stockholders for their approval at the adjourned special meeting of the stockholders of your Company to be held on February 11, 1930.

Standard transferred on February 8, 1930, to Securities Co. the unwanted assets, consisting of cash in the sum of $519,090.73, government and corporate bonds, notes and common and preferred stocks of certain corporations, all of the outstanding stock of two of its subsidiary companies, amounts due for advances to one subsidiary company and miscellaneous assets, all having an aggregate book value of $24,698,535.15 and an aggregate market value of $29,971,735.57, and Securities Co. assumed certain liabilities of Standard. In exchange for such net assets, Securities Co. issued all of its outstanding 280,000 shares of capital stock to Standard.

On February 10, 1930, all of the 280,000 shares of stock of Securities Co. were distributed by Standard pro rata share for share to the stockholders of Standard without the surrender by such stockholders of their shares of Standard stock.

At the adjourned special meeting of the stockholders on February 11, 1930, Standard was authorized to:

enter into a plan of reorganization with Pullman Incorporated whereby this Company shall exchange substantially all of the property and assets of whatsoever description owned by this Company at the time of such exchange for shares of stock of Pullman Incorporated, or, in lieu of a portion of such stock, cast and/or United States Government Bonds at their market value.

A resolution provided for the winding up and dissolution of Standard after the completion of the above exchange was also adopted.

On February 18, 1930, representatives of Standard and representatives of Pullman met at Pittsburgh and executed an agreement which provided in part as follows:

WHEREAS, Standard owns all of the shares of capital stock of the following named companies (hereinafter for convenience referred to collectively as “Standard's American Subsidiaries"):

and

WHEREAS, Standard owns, directly or indirectly, all of the shares of capital stock of Middletown Car Company, a corporation of the State of Pennsylvania, and all of the share capital of Societe Anonyme des Entreprises Industrielles Charentaises, a French corporation, (hereinafter for convenience referred to collectively as "Standard's Foreign Subsidiaries"); and

WHEREAS, Standard also owns all of the shares of capital stock of Lyndora Land and Improvement Company, a corporation of the State of Pennsylvania; and

WHEREAS, Standard proposes to cause Standard's American Subsidiaries to be liquidated and their assets distributed to Standard, as the owner of all of the shares of stock of Standard's American Subsidiaries; and

WHEREAS, Standard has heretofore, and in pursuance of a plan of reorganiza

tion entered into with Standard Car Securities Company, a corporation of the State of Delaware, transferred certain property, securities, and assets to said Standard Car Securities Company in exchange for all of the shares of capital stock of that Company, which said shares of stock have heretofore been distributed to the stockholders of Standard pro rata; and

WHEREAS, Standard and Pullman propose to enter into and become parties to a plan of reorganization and consolidation whereby Standard will exchange substantially all of its property and assets (including the property and assets of Standard's American Subsidiaries distributed in liquidation of said companies to Standard) for shares of stock of Pullman or in lieu of a portion of such shares of stock and at Pullman's option cash and/or United States Government Bonds; and

WHEREAS, in pursuance of the said plan of reorganization and consolidation, Pullman may cause to be organized a corporation to be known as "Standard Steel Car Corporation," all of the shares of capital stock whereof will be owned by Pullman:

NOW, THEREFORE, in consideration of the premises and the stipulations, covenants and agreements hereinafter set forth faithfully to be kept and performed, it is stipulated, covenanted and agreed by and between the parties hereto, as follows:

2. For the considerations in paragraph 3 hereof nominated, Standard covenants and agrees to convey and assign, or cause to be conveyed and assigned, to Pullman, on the Closing Date, the following described real and personal property:

3. For and in consideration of the conveyances and assignments of the property, real and personal, described in paragraph 2 hereof, and on the Closing Date, upon the receipt of said conveyances and assignments, Pullman convenants and agrees to pay, transfer, and deliver to Standard the following described shares of stock and cash or its equivalent, and to do and perform or cause to be done and performed, the following things:

5. While the various items of real and personal property which are to be conveyed and assigned in pursuance hereof are separately enumerated and the prices to be paid therefor to some extent divided among the various items, it is understood and agreed by the parties hereto that the real and personal property to be conveyed and assigned are to be conveyed and assigned as a whole in exchange for the shares of stock and cash or its equivalent which are to be transferred and paid as a whole on the Closing Date.

Standard further convenants and agrees that it will transfer or cause to be transferred all tangible personal property and good will, intended to be transferred to and acquired by Pullman hereunder, by good and sufficient bills of sale, that it will assign or cause to be assigned all contracts and patents intended to be assigned to Pullman hereunder, by good and sufficient instruments of assignment, subject, however, to the terms and conditions of such contracts, that it will assign or cause to be assigned all shares of stock and other securities, intended to be transferred to and acquired by Pullman hereunder, by good and sufficient assignments, and that it will pay or cause to be paid all stamp taxes incident to said instruments of conveyance, transfer and/or assignment.