Univ.of Ill. Library vk'b, pH ^ __ -cr * Pf Plan of Reorganization of the Oregon Improvement Company. John I. Waterbury, N. Y., ] T. Jefferson Coolidge, Jr., | Boston, ! n ... E. Kollins Morse, Boston, \ ® ommi ee - Edwin S. Hooley, New York, j Jules S. Bache, New York, J Simpson, Thacher & Barnum. Counsel, 10 Wall Street, New York. New York, Boston, £ May 29,1896. Present Situation. The Improvement Company has outstanding : 1. First mortgage bonds, six per cent.__ $4,071,000 2. Consolidated mortgage bonds, five per cent.__ 6,214,000 3. Preferred stock_____ 310,000 4. Common stock_ 7,000,000 As well as other obligations and liabilities which must be paid, adjusted, settled or provided for. It is also necessary to make provision for extensive re¬ pairs upon the Company’s steamships, and improvements to and extension of its railroads, and for the purchase of new steamships and other property which will be necessary to enable the Company to carry on its business profitably. 2 Plan of Reorganization. I. A Company, with the requisite corporate powers and franchises, which may be an existing Company or one created for the purpose, and which for convenience is here¬ inafter called the “ new Company,” is to be invested with the title to the steamships, railroads, stocks, bonds and other property, and, so far as possible, with the franchises of the present Oregon Improvement Company, and create and as required issue the following securities, to wit : 1. Its fifty-year gold bonds for the principal sum of $1,000 each, bearing interest at the rate of five per centum per annum, payable semi-annually on the first days of June and December in each year, and secured to be paid by a mort¬ gage or deed of trust, which upon the satisfaction of existing liens shall be a first lien upon all the new Company’s prop¬ erty, rights and franchises, and which shall contain such provisions for the protection and security of the holders of said bonds as counsel shall advise. The said bonds shall be limited in principal to $5,000,000 2. Four per cent, non-cumulative preferred stock_ 5,000,000 3. Common stock_ $9,000,000 The new shares will be of the par value of one hundred dollars each. The preferred stock shall have a preference as to dividends to the amount of four per cent, per annum, which shall not be cumulative ; that is to say, the preferred stock in any year shall be paid four per cent, in dividends before any dividend is paid upon the common stock. After the pay¬ ment of four per cent, upon the preferred stock in any year, the common stock shall next be entitled to four per cent, in dividends; and if, in any year, dividends in excess of four per cent, upon the preferred and four per cent, upon the common stock be paid, both classes of stock shall share ratably therein, each share of stock receiving the same part thereof as any other share, without regard to whether it be preferred or common. II. The holders of bonds or stock of the present Company, or of receipts or certificates representing bonds or stock which have been deposited with the Committee under the preliminary agreement dated October 8, 1895, who are or who shall become parties to the reorganization and perform the conditions thereof, will be entitled to receive bonds or stock of the new Company upon the following basis and conditions, to wit : 1. As to First Mortgage Bonds. Holders of first mortgage bonds will be entitled to receive for each bond deposited hereunder not later than July 1, 1896, with all unpaid coupons attached, the interest due on such bonds June 1, 1896, to wit, thirty dollars ($30) per bond, in cash, payable at the time of depositing said bonds, and one hundred and ten per cent. (110%) of the principal of such bonds in new five per cent, bonds, bearing interest from June 1,1896, deliverable when the reorganization shall have been completed. Holders of certificates representing first mortgage bonds deposited under the preliminary agreement of October 8, 1895, w T ho, on or before July 1, 1896, exchange the same for reorganization receipts or certificates issued hereunder, will be entitled, on making such exchange, to receive in cash the interest due on such bonds June 1, 1896, to wit, thirty dollars ($30) per bond. LIBRARY UNIVERSITY I 103662 OF 4 The remainder of the new five per cent, first mortgage bonds will be reserved to be issued by the new Company only for the purpose of acquiring new steamships or other property required by the new Company, the mortgage secur¬ ing the same to provide that such bonds shall not be issued at a greater rate than at the rate of $100,000 par value of bonds per annum, and then only upon the purchase or acqui¬ sition of property of a value equal to the par value of said bonds, which property shall become subject to said mortgage or otherwise be added to the security for said bonds. 2. As to Consolidated Mortgage Bonds : Holders of consolidated mortgage bonds deposited here¬ under on or before July 1, 1896, will be entitled to purchase an amount of new preferred stock equal to twelve and one- half per cent. (12£%) of the principal of their holdings of such consolidated bonds, i. e., one hundred and twenty-five dollars ($125) per bond, at the price of par or $100 per share, payable in instalments, each of not exceeding twenty-five dollars ($25) per bond so deposited, on the call of the Com¬ mittee at intervals of not less than thirty days and on not less than ten days notice by publication in each case. Holders of consolidated mortgage bonds so deposited hereunder who so purchase and pay for new preferred stock will be entitled to receive in exchange for their present hold¬ ings fifty per cent. (50%) of the principal thereof in new preferred stock and seventy-five per cent. (75%) of such principal in new common stock. In other words, each holder of consolidated mortgage bonds deposited hereunder, who contributes one hundred and twenty-five dollars ($125) in respect of each bond so deposited will be entitled to receive for each such bond six hundred and twenty-five dollars ($625) in new preferred stock and seven hundred and fifty dollars ($750) in new common stock. 5 Holders of receipts or certificates representing consoli¬ dated mortgage bonds deposited under the preliminary agreement of October 8, 1895, should exchange the same for reoganization receipts or certificates issued hereunder on or before July 1, 1896. 3. As to preferred stock : Holders of preferred stock deposited hereunder on or be¬ fore July 1, 1896, will be entitled to purchase an amount of new preferred stock equal to twelve and one-half per cent. (12-J per cent.) of the par of their holdings of old preferred stock so deposited, at the price of par or $100 per share, pay¬ able in instalments of not exceeding two and one-half dollars ($2.50) per deposited share each, on the call of the Committee at intervals of not less than thirty days and on not less than ten days’ notice by publication in each case. Holders of old preferred stock so deposited hereunder, who so purchase and pay for new preferred stock, will be en¬ titled to receive in exchange for their present holdings fifty per cent. (50%) of the par thereof in new preferred stock, and seventy-five per cent. (75%) of the par thereof in new common stock. In other words, each holder of preferred stock deposited hereunder who contributes twelve and one-half dollars ($12.50) in respect of each share so deposited, will be en¬ titled to receive for each such share sixty-two and one-half dollars ($62.50) in new preferred stock and seventy-five dollars ($75) in new common stock. Holders of receipts or certificates representing old pre¬ ferred stock deposited under the preliminary agreement of October 8, 1895, should exchange the same for reorganiza¬ tion receipts or certificates issued hereunder on or before July 1, 1896. 6 4. As to Common Stock. Holders of common stock, deposited hereunder on or before July 1, 1896, will be entitled to purchase an amount of new preferred stock equal to ten per cent. (10%) of the par of their holdings of such old common stock at the price of par or $100 per share, payable in instalments of not ex¬ ceeding two and one-half dollars ($2.50) per deposited share each, on the call of the Committee at intervals of not less than thirty days and on not less than ten days’ notice by publication in each case. Holders of common stock deposited hereunder who so purchase and pay for new preferred stock will be entitled to receive in exchange for their present holdings fifty per cent. (50%) of the par thereof in new common stock. In other words, each holder of common stock deposited hereunder who contributes ten dollars ($10) in respect of each share so deposited will be entitled to receive for each such share ten dollars ($10) in new preferred stock and fifty dollars ($50) in new common stock. Holders of receipts or certificates representing common stock deposited under the preliminary agreement of October 8,1895, should exchange the same for reorganization re¬ ceipts or certificates issued hereunder on or before July 1, 1896. 5. The other obligations and liabilities and debts of and claims against the Improvement Company are to be paid, purchased, settled, compromised or left undisturbed, as the Committee may in their discretion deem advisable. 6. The Committee is to have full power to readjust the terms of leases and other contracts held by the Improve¬ ment Company, and deal with the same and the properties operated thereunder, and the securities representing the same as the best interests of the parties hereto seem to them to demand. 7 III. Distribution of New Securities. The foregoing plan, if carried into effect, will result in the following distribution of securities, to wit : 1. New five per cent, first mortgage bonds_$5,000,000 (a) Offered to present firsts_ 4,478,100 (b) Reserved to be issued by the new Company for new steamships or other property required by it at no greater rate than $100,000 of bonds par value per annum_ 521,900 2. Preferred stock four per cent, non-cumu- lative_$5,000,000 (a) Offered to holders of con¬ solidated mortgage bonds for cash_ $776,750 And on payment thereof in exchange for present hold¬ ings _ 3,107,000 -$3,883,750 (b) Offered to holders of pre¬ ferred stock for cash_ 38,750 And on their payment thereof in exchange for present holdings_ $155,000 -$193,750 (c) Offered to holders of common stock for cash_ $700,000 3. Common stock_ $9,000,000 (a) Offered to holders of consolidated bonds on paying for new preferred stock as aforesaid_ 4,660,500 (b) Offered to holders of preferred stock on paying for new preferred stock as aforesaid_ $232,500 8 (c) Offered to holders of common stock on their paying for new preferred stock as aforesaid_$3,500,000 There will be available for the purposes of the re¬ organization : Cash_ $1,515,500 New preferred stock_ 222,500 New common stock_ 607,000 By the agreement of reorganization, to which security holders become parties by depositing their securities as- herein provided, the Committee is given full power and dis¬ cretion to determine and arrange the details of the reorgani¬ zation and in carrying the same into effect, and is authorized, for any purpose or purposes of the reorganization, or for the benefit of the Company or its property as they in their discre¬ tion may see fit, to use and dispose of the cash contributed by the holders of bonds or stock, and the new stock, preferred or common, not required for exchange for or to retire out¬ standing bonds or stock or not taken or used for such pur¬ poses. IY. Subject to extension by the Committee, the holders of first mortgage bonds, of consolidated mortgage bonds, of preferred stock and of common stock, must deposit the same with the Manhattan Trust Company, 10 Wall street, New York City, or the Old Colony Trust Company, Ames Build¬ ing, Boston, Mass., on or before July 1, 1896, receiving therefor negotiable reorganization receipts or certificates of deposit. Subject to extension by the Committee, holders of cer¬ tificates representing first mortgage bonds, consolidated mortgage bonds, preferred stock or common stock depos¬ ited under the preliminary agreement dated October 8, 9 1895, must exchange such certificates for regular negotiable reorganization receipts or certificates of deposit issued here¬ under at the office of the Manhattan Trust Company, 10 Wall Street, New York City, or at the office of the Old Colony Trust Company, Ames Building, Boston, Mass., on or before July 1, 1896. The cash to be contributed by the holders of consolidated mortgage bonds is payable to one of said Trust Companies in instalments of not exceeding twenty-five dollars ($25) per bond each, on the call of the Committee at intervals of not less than thirty days and on not less than ten days’ notice by publication in each case. The cash to be contributed by the holders of preferred stock is payable to one of said Trust companies in instal¬ ments of not exceeding two and one-half dollars ($2.50) per share each, on the call of the Committee at intervals of not less than thirty days and on not less than ten days’ notice in each case. The cash to be contributed by the holders of the common stock is payable to one of said Trust Companies in instal¬ ments of not exceeding two and one-half dollars ($2.50) per share each, on the call of the Committee at intervals of not less than thirty days and on not less than ten days’ notice in each case. The depositing security holders who pay their respective -contributions as herein provided will be entitled to receive new securities on the completion of the reorganization and the surrender of their respective reorganization certificates. The Trust companies, depositaries hereunder, will issue for securities deposited their engraved negotiable reorgani¬ sation receipts or certificates, which, as soon as practicable, will be listed upon the Stock Exchanges of New York and Boston. Digitized by the Internet Archive in 2017 with funding from University of Illinois Urbana-Champaign Alternates https://archive.org/details/planofreorganizaOOoreg