Railroads -- United States; Railroads -- United States -- Finance
The exchange of new securities for old on a large scale usually takes
place when a railroad is unable to meet maturing obligations. Of 18
reorganizations and 42 plans, 15 reorganizations and 39 plans have had
to do with the extrication of companies from financial embarrassment.
But though impending insolvency is the usual occasion it is not the
only one. Reorganization sometimes occurs when prosperity is too great
as well as when it is too little. Or a management may desire to get
rid of hampering restrictions, or it may desire to manipulate the
conditions of control. This last named cause—the desire to manipulate
conditions of control—has been fortunately an infrequent cause of
reorganization. An example is, however, afforded by the Rock Island
reorganization of 1902. It will be remembered that the Chicago, Rock
Island & Pacific Railway had long been a prosperous road in the Middle
West, and that its control had required the ownership of between 40
and 50 per cent of $75,000,000 of common stock, quoted at over 160
in the early part of 1902. By the issue of new bonds, new preferred
and new common stock to a total of $270 for every $100 of old common
stock, and by giving to the preferred stockholders the right to elect
a majority of the directors, the owners of the property were able to
part with a large portion of their holdings and yet retain absolute
control. A somewhat similar case was that of the Chicago & Alton. This
road had been a conservatively capitalized enterprise, doing a large
business between Chicago, St. Louis, and Kansas City. It had paid 7
per cent or better on its two classes of stock for eighteen years
without a break, and had accumulated in that time an uncapitalized
construction expenditure of $12,444,178. In 1899 a syndicate of Eastern
capitalists bought control, and the following year reorganized the
property by forming a holding company, which issued $22,000,000 in 3½
per cent bonds, $19,489,000 in preferred and $19,542,800 in common
stock to exchange for the $22,230,600 old common and preferred shares
outstanding. At current prices on January 3, 1899, a majority of
both the old issues would have cost $19,030,048; on January 4, 1901,
however, a majority of both of the new issues represented an investment
of $10,729,437; and this investment it would have been possible to
reduce to $2,241,377 by the sale of the new bonds received, without in
any way endangering control.[684]
Public-domain text, read in full here on John Shaqi.
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