Railroads -- United States; Railroads -- United States -- Finance
It is evident that both the Rock Island and the Chicago & Alton
reorganizations were influenced by the very great prosperity of the
companies concerned. It was desired to reap a profit by the sale
of new securities as well as to lessen the investment required for
control; although it may be remarked that the advantage of retaining
control depended on the future prosperity of the roads. Reorganizations
concerned with manipulation of control are therefore closely allied
with reorganizations due to too great prosperity. These latter may,
however, take place independently, and are likely to occur whenever
profits are extraordinarily large, and a simple stock dividend is
deemed inadvisable. An example was the reorganization of the Chicago,
Rock Island & Pacific in 1880, when the formation of a new company and
the exchange of new stock for old was deemed wise, in view of the large
earnings which were to be distributed.
The desire to eliminate hampering restrictions is seldom the sole
cause for a reorganization, but frequently it is a contributing one.
When, for instance, the managers of the Union Pacific wished to
extend their system in the years following 1880, they were forced
to establish a separate organization for each branch line. By the
terms of the charter nothing could be consolidated with the main stem
except the Kansas Pacific and the Denver Pacific, the consolidation
with which was provided for in the original acts.[685] This obviously
prevented considerable economies, and could be remedied only by a
new incorporation. The Northern Pacific was hampered in yet another
way because the consent of three-fourths of the preferred stock was
required by the terms of the reorganization of 1875 to the imposition
of new mortgages;[686] and similarly the Atchison, after 1889, found
it extremely difficult to issue new bonds because of the position of
the outstanding income bonds. In this last case the restriction was the
sole cause of the reorganization which followed. It should be remarked
that the cancellation of such provisions sometimes works considerable
injustice. Restrictions on future increases in capital, for instance,
may have facilitated the issue of bonds in the past, and in this case
have formed part of the consideration given for subscriptions. The
readjustment is defended on the ground of the need of the corporation,
or is so accomplished as not to lessen the value of the creditors’
holdings.[687]
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