10
The Green Bag
ized, is a charge and lien upon and se cured by all the stock of the Boston & Maine Railroad at any time held by the Boston Railroad Holding Company. There is a provision for retirement of the shares. The right to a judicial sale of the underlying stock of the Boston & Maine Railroad on default in the pay ment of any dividend is given a majority of the holders of the stock. It is then provided that any railroad corporation owning any of the common stock of the Boston Railroad Holding Company may guarantee the payment of the stipulated dividends thereon and of the par value thereof in case of liquidation or distri bution of said Boston Railroad Holding Company, and of any deficiency result ing from a sale under the provisions of the preceding section of the act. Under the provisions of this statute, stock certificates of the Holding Com pany bearing the guaranty of the New York, New Haven & Hartford Railroad Company, which owns the common stock in the Holding Company, have been issued in the following form: This certifies is the owner of fully paid shares of the Preferred Capital Stock of the Boston Railroad Holding Company, transferable in person or by attorney upon surrender of this certificate. The Preferred Shares of Stock represented by this certificate are authorized to be issued by Chapter 639 of the Acts of Massachusetts of the year 1910. The stock represented by this certificate shall be entitled to the privileges and priorities provided for in said act, and shall be subject to the restrictions, qualifications, and limitations therein provided for, and shall be entitled to cumulative semi-annual dividends at the rate of four per centum (4%) per annum, and shall be subject to the further qualification that the company shall have the right at any time to retire and cancel the whole of such pre ferred stock that may be outstanding upon pay ment to the holders thereof of interest to date at the said rate of four per centum (4%) per annum and one hundred and ten dollars ($110) per share.
This certificate is not valid until counter signed by the Transfer Agent and the Registrar. In Witness Whereof, Boston Railroad Hold ing Company has caused its corporate seal to be hereto affixed to this certificate to be signed by its duly authorized officers this Treasurer. Guaranty. For Value Received, the New York, New Haven & Hartford Railroad Company, a cor poration established and acting under the laws respectively of Connecticut, Massachusetts, and Rhode Island, hereby guarantees the payment of cumulative dividends on the shares of stock represented by this certificate at the rate of four per centum (4%) per annum as stipulated in this certificate; and the payment of one hun dred dollars ($100) upon each share of said stock in case of liquidation or distribution of Boston Railroad Holding Company, and of any de ficiency resulting from a sale under the provisions of Section 4 of Chapter 639 of the Acts of Mas sachusetts of the year 1910. The New York, New Haven & Hartford Rail road Company Treasurer. Vice-President.
This security of the Holding Company is evidently intended to imitate a bond as far as possible without losing the immunity from taxation afforded to stock. It will be observed that it is deprived of voting power, and is se cured by a lien on the assets enforcible by judicial sale on any failure to pay the semi-annual dividend, which lien is subject only to claims of creditors exist ing at the time of issue of the stock. The oniy attribute of this security, which resembles corporate stock, is its name. None of its terms would be improper in a bond. The only charac teristic of the ordinary bond which it lacks is payment of the principal at a time certain. In fact, its provisions for payment are even more definite than those of the familiar income bonds, which it most nearly resembles. No one
