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cash to permit Central to expand and capitalize on the operating
rights acquired from Colonial.
In a letter dated November 12, 1993, Mr. Odom forwarded a
copy of Mr. Lynch’s memorandum to Mr. Honbarrier and stated the
following:
Since Colonial has no intention of returning to the
transportation industry, its intangible assets (ICC
Authority), which would be lost on liquidation, could
benefit another company within that industry. It seems
to me that a merger could benefit both Central and
Colonial. Central would be acquiring valuable rights
for current and future use, as well as a substantial
addition to its working capital. Colonial would no
longer be required to maintain records and manage its
investments, file separate income tax returns and
whatever other administrative duties are now required.
On November 16, 1993, Mr. Honbarrier telephoned Mr. Odom to
tell him to proceed with the merger. Mr. Honbarrier’s approval
of the merger was forwarded to Mr. Lynch by Mr. Odom on the same
day.
On December 22, 1993, Colonial and Central entered into an
Agreement and Plan of Merger of Colonial with and into Central
(Merger Agreement) providing for a merger of Colonial into
Central to occur 1 second before midnight on December 31, 1993.
On December 22, 1993, the shareholders and directors of Central
unanimously approved the merger. The directors and shareholders’
written consent provided, in part, as follows:
WHEREAS, Colonial Motor Freight Line, Incorporated, has
certain Interstate Commerce Commission operating
authorities which the Corporation wishes to acquire for
current and future use as well as Colonial’s
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