Railroads -- United States; Railroads -- United States -- Finance
The floating debt, estimated at $25,150,000, was provided for in part
by assessment, and in part by the sale of securities to the syndicate
for cash; 20 per cent being levied on first, second, and third
preference income bonds, 20 per cent on the stock, and 4 per cent on
the deferred incomes; while the syndicate agreed to take $4,000,000
of the new general mortgage bonds and $8,000,000 of the new first
preferred stock. The assessment was expected to yield $20,862,289, and
the syndicate to contribute in cash $7,300,000; leaving an estimated
cash balance of $3,000,000. In addition, the syndicate (Messrs. J. P.
Morgan & Co., J. Kennedy Tod & Co., Hallgarten & Co., and A. Iselin
& Co.) undertook to underwrite the payment of the assessments on the
income bonds and stock, and to guarantee the extension or payment of
the improvement mortgage and Coal & Iron Company bonds, most of which
were to mature in the following two years. No great reduction of fixed
charges was of course to be expected. The cancellation of the floating
debt effected, nevertheless, a certain saving, so that charges for
the future were estimated at $9,300,000 as against net earnings of
$9,839,971 in 1894; while the refunding or extension of maturing bonds
was looked to for a reduction of $500,000.[275]
It is plain that this plan favored the general mortgage bondholders
to the last degree, and admitted them to the reorganized company with
absolutely no sacrifice save that of the addition of $4,000,000 to the
total general mortgage issue. They funded no coupons, they suffered
no diminution of interest and no shaving of principal; they paid no
assessment; and as an additional protection to them, the provision was
inserted that all classes of stock of the new company, except such
number as might be disposed of to qualify directors, were to be voted
by three voting trustees, of whom J. P. Morgan and F. P. Olcott were
designated in the plan. It has seldom happened in any reorganization
that a mortgage similar to the general mortgage in this case has been
able to take and hold so strong a position.[276] The secret lay in
the fact that the road had been earning the interest on the general
mortgage bonds; and that under these circumstances no interest or
combination of interests could force the holders to accept less than
payment in full of all their claims. The situation could never have
arisen in the earlier reorganization; it could never have occurred
where a reduction in annual payments was required for the salvation
of the property, or even where the amount of cash to be raised to pay
the floating debt was so large that junior securityholders would have
relinquished their holdings rather than pay the necessary assessments.
In this case none of these conditions existed, and all the burden
was thrown on the holders of junior mortgages and stock. It must be
remembered, also, that though in ordinary cases the difference between
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