UNIVERSITY OF ILLINOIS LIBRARY URBANA- CHAMPAIGN BQOKS!TAC'L*> Digitized by the Internet Archive in 2016 https://archive.org/details/announcementofprOOatch f^65.4- 'ffVUei V > ‘ v k TO THE STOCKHOLDERS OF THE ATCHISON, TOPEKA & SANTA FE R. R. CO. New York, September 10, 1894. Dear Sirs : The annual meeting of the corporation for the choicSsbr a board of thirteen directors will be held at Topeka. Kan., on Thursday, October 25, at ten o’clock A. M. The Protective Reorganization Committee x'espectfully asks your proxies to be used in electing' a distinctive stockholders’ board. It is our purpose to place the control of the organization in the hands of men who are in all respects * f worthy of public confidence, and are widely known in railway and financial circles. The friends of the present management have tried to create the impression that the withdrawal of Mr. Reinhart i amounts to a change of management. The fact is, however, that he occupied virtually a clerical ' ” ' - * , _ •- position towardThe rearmanagers. Ce r tain - dir e ct ors-have been for years inffinanciaLicontrol of_ this property. They have exercised the influence which has secured the proxies, have selected and / elected all its directors, and have appointed all its officers. They have thus had the entire manage- / ment and control of the road, and are. in our opinion, responsible for its present condition. The best guaranty stockholders can have that their interests will not be neglected or sacrificed in reorganization will be the election of directors who will protect the interest of the stockholders, and thereby necessarily protect all other interests. We are strongly impressed with the idea that the bondholders themselves will gladly join in a reasonable and just plan to save this great property from hostile foreclosure. We believe they can be made to see that their greatest security lies in cooperation with the stockholders, in the expectation that the repeal or modification of unfriendly legislation and the return of more healthful business conditions, combined with prudent manage- ment and discontinuance of the extravagant methods which have heretofore prevailed, will at no distant day replace the road upon a paying basis. It is important for the stockholders to remember that no satisfactory plan of readjustment can -V c ... tit , * * ' \ Yiaceu Their own board in charge of the organization, and through that board shall have learned exactly what the facts are. The task of reorganizing the largest railroad system one which ought not to be taken up and finished in haste. A committee created by the present management had announced a plan involving an assess- , /, • A . ment of $12 per share upon the stock, .the placing of $05,000,000 of new securities ahead of the stock J X.‘ . . . *> 1 , fif AA/ . AAA ..f 1 . at. I 1 . . . ■ i J X V. ..nX. .. . . .a ... .. X 1 » .. .. . . 1 . . ■] .. . „. . . X 1 . .. .A , AA AAA AAA . — . X .. X A .. 1 — . .. X- and vesting $115,000,000 of bonds with voting power, thereby depriving the $102,000,000 of stock of ... ... _ the power to control the corporation. It is already evident that such a plan cannot succeed. If a stockholders’ board had possessed control of the organization such an unjust proposition never would have been put forth. . , - . We do not intend by this circular to create the impression that we think the Atchison, road. • *.*,.■ • . • can be lifted out of its present difficulties without considerable sacrifices on the part of its stock- ~ 1 j ii i i ii a* • * o < V o r h a u b i t a s » [it efforts to the end that the rights and claims of stockholders be not ruthlessly sacrificed. The election in October of such a Board of Directors as ■will be placed in nomination by this Committee is essential in the harmonizing of all interests in any plan of reorganization which may be finally settled upon. The plans of the Protective Committee in reference to the stock may be outlined as follows : 1. The control of the property shall be left with the stockholders. 2. No new securities shall be issued to the injury of the stock. 3. Whatever assessment is made must be the smallest possible consistent with the permanent welfare of the company. It is not the mere fact of an assessment which is to be dreaded, so much as the unfavorable conditions upon which that assessment may be enforced. If the conditions are right and just the stock will be improved in value by an assessment, but the stockholders cannot safely furnish the company with new capital unless the bondholders will also make concessions on their part to such an extent as will enable the system to work out of its present depression. 4. The stockholders should receive for their contributions of money the best security which the condition of the company will allow. Gwttersmf-stock whose'certificates do not stand in their own names should at' once, and before executing the proxy for the annual meeting, take out new certificates, as only stockholders of record can vote for directors. In case new certificates cannot conveniently be obtained, proxies should be secured from the record owners. By resolution of the Atchison Protective Reorganization Committee, the three gentlemen whose names are inserted in the enclosed proxy were appointed to represent the committee in exercising the voting power as therein set forth. Stockholders outside of New England will please mail their proxies to either Mr. Theodore W. Myers or Mr. Benjamin F. Tracy at New York ; New England stockholders to Mr. M. F. Dickinson, Jr., at Boston. THEODORE W. MYERS, Chairman, 47 New St., New York. BENJAMIN F. TRACY, Mills Building, New York. HENRY CLEWS, EDWARD N. TAILER, M. V. B. EDGERLY, CHARLES H. ALLEN, v’-V;. A- y Mills Building, New York. New York. Springdeld, Mass. Devonshire and Milk Sts., Boston, Mass. F. D. CARLEY, Secretary, 50 Broadway, New York. M. F DICKINSON, Jr., 53 State Street, Boston, Mass. *£' ^ ** , • - ‘ r \ :C'>N.W ... .-‘-.-A ■ • V - yA . -af •: •• / - 5 • d-VY-C :> -y .•\V- : l'Z Jri.Y ■ia£r' • - F *'W-' - v h:c'Vlf 44 ' ■