Railroads -- United States; Railroads -- United States -- Finance
If at any time dividends of 4 per cent should have been paid on the
first preferred stock for two successive years the company might
convert the second preferred stock at par, one-half into first
preferred and one-half into common stock. These new issues were
ultimately to retire all outstanding securities, to provide for
expenses of reorganization, and to go for new construction, additions,
betterments, etc., in the succeeding years. Since, however, it was
obviously impossible to cancel prior liens before maturity, sufficient
general mortgage bonds ($44,550,000) were reserved from immediate
issue to retire these when they should fall due. This left new general
mortgage bonds with four classes of stock against old general mortgage
bonds with three classes of preferred bonds, common stock, and deferred
incomes; and, as might be expected, new general mortgage 4s were given
for the old general mortgage, second preferred and common stock went
for preference bonds, and new common stock for old common stock and
deferred income bonds. Certain cash payments were made on the general
mortgage, and $4,000,000 of the new issue were sold to a syndicate;
but on the whole we may say that the prior liens and general mortgage
bondholders occupied the same position in the new company which they
had occupied in the old; that the income bondholders exchanged a bond
with a lien on income for a stock with a right to dividends; and that
the floating debt, syndicate, and other expenses were given equal
rights with the general mortgage.
No additional mortgage was to be put upon the property, nor was the
amount of the first preferred stock to be increased, except with the
consent, in each instance, of the holders of a majority of the whole
amount of each class of preferred stock, given at a meeting of the
stockholders called for that purpose, and with the consent of the
holders of a majority of such part of the common stock as should
be represented at such meeting, the holders of each class of stock
voting separately; neither was the amount of the second preferred
stock to be increased, except in a similar way. These careful clauses
made some provision for future capital requirements necessary which
should be independent of the consent of the stockholders at any time;
and $20,000,000 general mortgage bonds were accordingly set aside,
to be issued in amounts not greater than $1,500,000 in any one year
for future construction, equipment, and the like. Additional general
mortgage bonds were provided to retire Philadelphia & Reading Terminal
and Coal & Iron Company bonds up to the sum of $21,000,000.
Public-domain text, read in full here on John Shaqi.
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