284, 816, 500.00 Total capital liabilities issued by the Northern Pacific Bonds issued by other companies, assumed by the Northern As stated in the plan of reorganization, a syndicate was formed to furnish the new company with a sum estimated at $5,000,000 for early use in the betterment and enlargement of its property. A part of this fund is now on hand and the remainder is expected upon the completion of the financial reorganization. The following directors of the Northern Pacific Railway were elected by the stockholders at their annual meeting on October 6, 1896: Edward D. Adams, New York; Robert Bacon, New York; Dumont Clarke, New York; Charles H. Coster, New York; Robert M. Gallaway, New York; Brayton Ives, New York; D. Willis James, New York; Walter G. Oakman, New York; Samuel Spencer, New York; Francis Lynde Stetson, New York; James Stillman, New York; Eben B. Thomas, New York; Charlemagne Tower, jr., Philadelphia; and Edwin W. Winter, St. Paul. The following officers were elected by the board of directors at their meeting for organization, October 26, 1896: Chairman, Edward D. Adams; president, Edwin W. Winter; comptroller, John Scott; secretary, Charles F. Coaney: assistant secretary, George H. Earl; treasurer, Albert E. Little; assistant treasurer, C. A. Clark; general counsel in New York, Francis Lynde Stetson; general counsel in St. Paul, C. W. Bunn. By order of the board of directors. Approved: Attest: NORTHERN PACIFIC RAILWAY CO., By EDWARD D. ADAMS, Chairman. FRANCIS LYNDE STETSON, General Counsel in New York. GEO. H. EARL, Assistant Secretary. OFFICIAL STATEMENT OF THE NORTHERN PACIFIC RAILWAY CO. IN REGARD TO ITS PRIOR LIEN AND GENERAL LIEN RAILROAD AND LAND-GRANT MORTGAGE BONDS OFFICE OF THE NORTHERN PACIFIC RAILWAY CO., 35 Wall Street, New York, December 1, 1896. Northern Pacific Railway Co. railroad and land-grant mortgage bonds: Prio lien 4 per cent gold bonds, general lien 3 per cent gold bonds, the principa and interest of which are payable in United States gold coin of the presen standard of weight and fineness, without deduction for any tax or taxes of the United States or any State or municipality thereof, under any present or future law. The legal status and the property of the North Pacific Railway Co. are fully described in the official statement with reference to its preferred and common shares, bearing even date herewith. Pursuant to the provisions of the plan of reorganization of the Northern Pacific Railroad Co., dated March 16, 1896, the stockholders of the Northern Pacific Railway Co. at a special general meeting held November 7, 1896, authorized the creation of the following securities: 1. Prior lien 100 years 4 per cent gold bonds, limited in amount to $130,000.000. These bonds are secured by a mortgage upon the main line, branches, terminals, land grant and rights, equipments, and other property of the Northern Pacific Railway Co., and also upon all property subsequently acquired by means of any of the bonds to be issued under either of the above-named mortgages. This mortgage, dated November 10, 1896, is made to the Mercantile Trust Co. of New York as trustee for the bondholders. The mortgage provides for the issue of bonds as follows: $73, 816, 500 have been, or are about to be, issued to carry out the plan of reorganiation. 1,776,000 are reserved to retire a like amount of bonds now outstanding on the Missouri River division. 20, 984,500 are reserved for use, as may be determined, to retire $16,142,000 general first mortgage and land-grant bonds now outstanding on the old main line and on the land grant of the Northern Pacific Railroad Co., as set forth in said mortgage. 420,000 are reserved to retire a like amount of bonds of the Western Railroad of Minnesota. 8,003,000 are reserved to retitre a like amount of bonds of the St. Paul & Northern Pacific Railway Co. 25,000,000 are reserved for new construction, betterments, equipment, and other purposes, under carefully guarded restrictions, as set forth in the mortgage, issuable to the extent of not exceeding $1,500,000 per annum. 130,000,000 total authorized issue. 2. General lien 150 years 3 per cent gold bonds, limited in amount to $60,000,000, in addition to a reserve of $130.000,000 for the ultimate retirement of the 4 per cent prior-lien mortgage bonds. These bonds are secured by a mortgage second and subordinate in lien to the prior-lien mortgage and covering the same property. This mortgage, dated November 10, 1896. is made to the The Farmers' Loan & Trust Co. of New York as trustee for the bondholders. The mortgage provides for the use of these bonds as follows: $56,000,000 have been, or are about to be, issued to carry out the plan of reorganiation. 4,000,000 are reserved, as provided in the mortgage, for new construction, betterments, equipment, etc. 60,000,000 total present issue. In addition, $130,000,000 are reserved to provide for the prior-lien bonds on er before their maturity in 100 years, thus fixing $190,000,000 as the total authorized amount of prior and general lien mortgage debt of railway company. It will be noticed that prior-lien bonds are reserved to retire the present divisional bonds (including Northern Pacific Railroad Co. general first-mortgage bonds) now outstanding on parts of the lines owned by the Northern Pacific Railway Co. When these shall have been retired, the prior-lien mortgage, by direct mortgage or through ownership of securities, will be the first mortgage on 4,326.28 miles. Even now (through the ownership of substantially all the securities) they are virtually a first lien on 1,987.23 miles. Furthermore, as the prior-lien bonds already hold $24,590,000 out of $40,32,000 of the Northern Pacific Railroad general first-mortgage bonds, they now 39564-26-PT 823 represent more than twenty-four fortieths of the first lien on 2,157.35 miles additional, and on the mortgaged land grant, subject only to $1,776,000 Missouri division bonds. It is expected at an early date to retire these Missouri division bonds. Sinking-fund operations are expected rapidly to retire the outstanding $16,142,000 general first-mortgage bonds. The proceeds of the lands applicable to the prior-lien and general-lien mortgage bonds are to be applied one half (but not in any one year exceeding $500,000) to the purchase and cancellation of prior-lien 4 per cent bonds if same can be purchased at 110 per cent or less, and the other half of the proceeds are to be applied, under carefully guarded restrictions as set forth in the mortgages, for betterments, constructon, and additions to the property pledged. Whenever prior-lien bonds can not be purchased at 110 per cent the unapplied land proceeds for that year are to be used for the purchase and cancellation of general-lien 3 per cent bonds at not exceeding 100 per cent. The stocks and bonds of other companies held by this company, as mentioned in the company's official statement of even date herewith, in regard to its preferred and common stock, together with various other securities of lesser importance, as also the $24,590,000 general first mortgage bonds already aequired, are pledged for the security of its prior lien bonds and general lien bonds, excepting a few lots of such stocks and bonds which have not yet been received by the new company, but which it has arranged to acquire and has undertaken to pledge as soon as received. The 4 per cent prior lien and the 3 per cent general lien bonds are issued in the following denominations: Coupon bonds of $500 and $1,000, with privilege of conversion into registered bonds of $100, $500, $1,000, and such multiples of $100 as the board of directors may determine. Registered bonds of large denomination may be converted into registered bonds of smaller de nomination and vice versa. Principal and interest are payable in United States gold coin of the present standard of weight and fineness. The principal of the 4 per cent bonds is payable without previous notice on the 1st of January, 1997, and that of the 3 per cent bonds in like manner on January 1, 2047. The company is not authorized to redeem prior lien and general lien bonds before such dates except by purchase from those willing to sell. The bonds bear the signature of the president or of one of the vice presidents, and that of the secretary or one of the assistant secretaries of the company, as well as the certificate of their respective trustees authenticating their issue. Registered bonds may be signed by the chairman of the board of directors. The 4 per cent prior lien bonds have quarterly coupons attached, payable on the 1st days of January, April, July, and October of each year, the first coupon being payable April 1, 1897. The 3 per cent general lien bonds also have quarterly coupons attached, payable on the 1st days of February, May, August, and November of each year, the first coupon maturing May 1, 1897, being for four months' interest. The principal and interest of the bonds are payable in New York, but cou pons may be collected in Berlin and Frankfort-on-Main through the Deutsche Bank at the fixed rate of exchange of M. 4.20 per dollar. Under laws generally prevalent in the United States and subject to specified exceptions, the company's obligation to pay bonds and detached coupons, matured but not presented, is enforceable for 20 years from the respective dates of maturity. Principal and interest are free from any present or future taxation which the railroad company may be required to pay or deduct therefrom under the laws of the United States or any State or municipality thereof. BONDED DEBT AND FIXED CHARGES The entire bonded debt of the Northern Pacific Railway Co. held by the public, including its own bonds already issued or presently to be issued under the plan of reorganization, and all bonds of other railway companies which it has assumed to pay, and the annual interest charges thereon, are as follows: This amount of annual interest will be reduced to the $6,052,660 contemplated under the plan of reorganization when the remainder of the general first mortgage bonds are retired and the plan fully carried out. The annual sinking fund for the redemption of general first mortgage bonds, if not fully met by the sales of lands, will be provided by the issue of prior lien bonds reserved therefor. No additional mortgage, although inferior to the lien of the prior lien and general lien bonds, can be placed upon the existing property now mortgaged to secure these bonds without the consent of the holders of a majority of the whole amount of the preferred stock, to be given at a meeting of the stockholders called for that purpose, and the consent of the holders of a majority of such part of the common stock as shall be represented at such meeting, the holders of each class of stock voting separately. During the existence of the stock voting trust, the consent of holders of like amounts of the respective classes of beneficial certificates is also necessary for the purposes above indicated. No additional amount of bonds can be issued under the old mortgages asumed by this company, viz, Northern Pacific Railroad, Western Railroad of Minnesota, and St. Paul & Northern Pacific, as shown in above table, nor can the outstanding bonds under said old mortgages be extended beyond their present dates of maturity. The capital stock of the company consists of: Preferred stock-- Common stock-- $75, 000, 000 80, 000, 000 Details regarding said stocks, the voting trust, the directors and officers of this fiscal year, and information respecting the net earnings of the company for the past six years, and a preliminary balance sheet as of September 1, 1896, will be found in the official statement of even date with this, with particular reference to the preferred and common shares of the company. By order of the board of directors, Approved : Attest: NORTHERN PACIFIC RAILWAY CO., By EDWARD D. ADAMS, Chairman. FRANCIS LYNDE STETSON. General Counsel in New York. GEO. H. EARL, Assistant Secretary. PETITION OF RECEIVERS FOR AUTHORITY TO PAY INTEREST AND SINKING FUND CHARGES DUE JULY 1, 1894, ON FIRST MORTGAGE BONDS AND TO BORROW $1,000,000 for THAT PURPOSE United States Circuit Court for the Eastern District of Wisconsin. The Farmers Loan & Trust Co., trustee, complainant, against Northern Pacific Railroad Co. et al., defendants. Consolidated cause the honorable Judges of said Court in Equity Sitting: The petition of Thomas F. Oakes, Henry C. Payne, and Henry C. Rouse, as receivers of the Northern Pacific Railroad, respectfully shows to the court I. On the 1st day of January, 1881, the defendant, the Northern Pacific Railroad Co., made, executed, and delivered to the Central Trust Co. of New York, as trustee, its general first mortgage, to secure an issue of bonds amounting in the aggregate to $46,943,000 par value. Said mortgage was and is a first lien (subject only to the mortgages upon the Missouri division and Pend d'Oreille division) on the main line of the said Northern Pacific Railroad from a point on Lake Superior to Puget Sound, and upon its branch line extending from its said main line across the Cascade Mountains to Puget Sound and from Puget Sound to Portland, Oreg.; also upon lands granted by Congress in aid of the construction and equipment of the entire main line and branch road remaining unsold at the date of said mortgage, and all indemnity lands wherever situated, that might be thereafter acquired, subject, however, as to the lands east of the Missouri River, until default in the payment of interest or principal of the said general first mortgage bonds, to the right of the holders of the preferred stock to convert the same into lands and to the application of the proceeds of sales of said lands to the extinguishment of said stock; that said lands amount now to about 38,000,000 acres. Of the said issue of bonds there are now outstanding in the hands of the public $43,393,000 par value thereof, all of which bonds bear interest at the rate of 6 per cent per annum, payable semiannually on the 1st days of July and January in each year. The said mortgage further provides that there shall be paid to the said trustee for the purposes of the sinking fund thereby created an amount equal to 1 per cent upon the aggregate of the principal of all the bonds that shall be or shall have been issued and negotiated under and secured by said mortgage, to wit, upon $46,943,000, together with interest at the rate of 6 per cent per annum on such bonds as may be in the sinking fund, which amount of 1 per cent shall be paid in equal semiannual installments on the 1st days of July and January in each year after the year 1885, and that the net proceeds of the sales of land covered by the said mortgage shall be applied for the purposes of said sinking fund, the balance only of the said sinking fund charges, after applying thereto the said land proceeds, being paid out of the earnings of the mortgaged property. By articles second, third, fourth, fifth, and sixteenth of said general first mortgage, it is provided in substance and effect that in case default shall occur in the payment of interest upon the said bonds, or any of them, and shall continue for the period of six months, the trustee shall proceed to enforce the payment of the interest and principal of the said bonds and the trusts of the said mortgage; and it is provided by said mortgage, article sixteenth, as follows: "It being understood and it is hereby expressly declared that the rights of entry and sale hereinbefore granted are intended as cumulative remedies, additional to all other remedies allowed by law, and that the same shall not be deemed in any manner whatsoever to deprive the trustee, or the bene ficiaries under this trust, of any legal or equitable remedy by judicial proceedings consistent with the provisions of these presents according to the true intent and meaning thereof." And it is further provided in and by said mortgage that, upon the enforce ment of any such remedies, the proceeds of the mortgaged estate shall be applied in the first instance to the payment of all overdue interest. Therefore the interest, as it matures upon the said bonds and the coupons therefor constitutes a first lien upon the property in the possession of your petitioner covered by said first mortgage and must be paid before the principal of sai first-mortgage bond, subject only to the lien of the said mortgages upon th Missouri and Pend d'Oreille divisions of the said railroad. II. By order of this court, made and entered on December 18, 1893, you petitioners were authorized and directed to pay the interest maturing o January 1, 1894, upon the bonds secured by the said general first mortgage and also to pay the sinking-fund charges maturing under the said mortgage a soon thereafter as the sales from the lands covered by said mortgage and th accounts relating to the same could be adjusted. In pursuance of the saj order your petitioners, on the 1st day of January, 1894, paid the entire intere due and payable on that date upon all bonds outstanding under the said genera first mortgage except only $9.270 not yet called for by coupon holders, wit, the sum of $1,292,520, and have also paid the further sum of $200,896.: on account of the sinking-fund charges since accruing and adjusted, being th balance remaining after applying thereto the proceeds of the sales of lan covered by said mortgage as provided in and by said order of Decemb 18, 1893. |