Railroads -- United States; Railroads -- United States -- Finance
Consolidation of properties was found advisable for several reasons.
“While some of the companies show a surplus of earnings,” said the
committee, “in many instances it has been impossible to apply such
surplus earnings to make up deficiencies arising from the operations
of other companies. The committee finds that the various systems
have not been operated throughout for the common benefit of the
controlling interest, but that they have competed among themselves for
business, each system maintaining separate organizations for obtaining
business.... In the judgment of the committee the only adequate remedy
which can be adopted is to unite the several corporations, as far as
practicable, in one system under one management, and to consolidate
their obligations.”
In order to unify the system the committee proposed three great issues
of new securities as follows:
$170,000,000 four per cent first mortgage 35-year gold bonds, to be
issued by a new corporation representing the consolidation of the
Richmond & Danville Railroad Company and the Richmond & West Point
Terminal Railway & Warehouse Company.
$70,000,000 five per cent non-cumulative preferred stock.
$110,000,000 common stock.
In general, the new bonds were to exchange for old bonds and the new
common stock for old common and preferred, while the new preferred
stock was to be joined in varying proportions with each of the other
issues to make the exchanges look attractive. Thus, for the Richmond
& Danville consolidated 6s were offered 120 per cent in new bonds and
45 per cent in new preferred; for the East Tennessee first mortgage 7s
120 per cent in new bonds and 45 per cent in new preferred stock; for
the Richmond Terminal common stock 100 per cent in new common and 50
per cent in new preferred. This arrangement was not rigidly adhered to.
Some of the poorer of the outstanding stocks received new common only,
and the Richmond Terminal preferred was given par in new bonds besides
a bonus in preferred. These were, however, exceptions. The principle
which determined the various ratios of exchange is more difficult to
discover. It was not that of equivalence of return. The plan did not
attempt to allow to each holder a chance at the same receipts which
he had formerly enjoyed while reducing the amount which he could
demand, but gave sometimes more than this and sometimes less. And the
variations from what might be called a normal ratio did not always
correspond with the relative security of different issues as indicated
by their market quotations. For instance, the East Tennessee first 7s
sold in December, 1891, at 113½ and the Richmond Terminal collateral
6s at 83; yet the former received 120 per cent and 35 per cent and the
latter 120 per cent and 40 per cent in new bonds and preferred stock
respectively. Again, the Atlanta & Charlotte first 7s sold in October,
1891, at 118½ and received under the plan 120 per cent in bonds and 40
Public-domain text, read in full here on John Shaqi.
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