City Island Railroad Company -Application of George Keegan for approval of plan of reorganization and issue of securities thereunder Case No. 1656, Extension Orders This proceeding was begun upon the application of George Keegan, acting under a plan and agreement for the readjustment of the affairs of the City Island Railroad Company, entered into by him with the Interborough Rapid Transit Company, for the approval of the said plan and agreement and the issue of securities in accordance therewith. This proceeding was held in conjunction with Case No. 1655, and similar action was taken in both cases. For further action in this case, see Case No. 1655, page 34. Coney Island and Gravesend Railway Company-Application for approval of $2,983,900 notes This proceeding was begun upon the application of the Coney Island and Gravesend Railway Company under Section 8 of the Railroad Law and Section 55 of the Public Service Commissions Law, for the consent of the Commission to the creation and delivery of a mortgage for $2,983,900 upon all its property and franchises and to the issuance of $2,983,900 of notes thereunder to be used for the acquisition of the outstanding capital stock of the Coney Island & Brooklyn Railroad Company. Hearings were had during 1913. At the same time that the application in this proceeding was filed, the Coney Island & Gravesend Railway Company filed another application for authority to purchase, acquire, take and hold 29,839 shares of the capital stock of the Coney Island & Brooklyn Railroad Company, being all the shares issued and outstanding. On December 26, 1913, the Commission approved an opinion by Commissioner Williams in Case No. 1663 (see 4 P. S. C. R. 1st Dist., N. Y. 490) and issued an order in that case granting the application. On December 29, 1913, Commissioner Maltbie filed a dissenting opinion which covered the applications in both Cases Nos. 1663 and 1664 (see 4 P. S. C. R. [1st Dist. N. Y.], 509). On February 7, 1917, the Commission adopted the following resolution, pursuant to an application of the company dated January 23, 1917: IN THE MATTER OF THE Application of the CONEY ISLAND AND GRAVESEND RAILWAY COMPANY, under Section 8 of the Railroad Law and Section 55 of the Public Service Commissions Law, for the consent of the Commission to the creation and delivery of a mortgage for $2,983,900 upon all its property and franchises and to the issuance of $2,983,900 of ten year 6 per cent. collateral notes thereunder Case No. 1664, Resolution Discontinuing Proceeding February 7, 1917 Hearings having been had in this proceeding on April 14, 1913 and April 17, 1913 upon the application of the Coney Island and Gravesend Railway Company for the consent of the Commission to the creation and delivery of a mortgage of $2,983,900 on its property and franchises and to the issuance of $2,983,900 ten years 6 per cent collateral notes thereunder, and the said company having by letter dated January 23, 1917 from C. D. Meneely, its Vice President and Treasurer, requested leave to withdraw its said application and that the proceeding be discontinued ; Now, therefore, it is Resolved, That this proceeding be and the same is hereby discontinued. Further Resolved, That this resolution is without prejudice to the right of the company at any time to apply for authority to issue securities for such corporate purposes as it may be advised. Dry Dock, East Broadway and Battery Railroad Company-Application for approval of mortgage and issue of $2,800,000 bonds This proceeding was begun upon the application of the Dry Dock, East Broadway and Battery Railroad Company for the consent of the Commission to make and issue its refunding mortgage and deed of trust to the Central Trust Company of New York, as trustee, and to issue thereunder $560,000 Series B bonds and $2,240,000 Series C bonds to refund certain of its debts and obligations. Hearings were had during 1913 and 1914. On March 3, 1914, the Commission rendered opinions (see 5 P. S. C. R. [1st Dist. N. Y.], 141), and issued an order on April 28, 1914, denying the application of the company. Rehearings were had during 1914. On December 11, 1914, the Commission issued an order after rehearing confirming the order of April 28, 1914. On December 23, 1914, there was served upon the Commission a writ of certiorari to review the orders of the Commission of April 28 and December 11, 1915, which writ was issued on December 23, 1914 and was later dismissed with costs and disbursements to the Commission, upon the grounds stated in the opinion of the Appellate Division of the Supreme Court, filed May 7, 1915, without prejudice to the relators or either of them applying to the Commission for a further rehearing. Upon application of the company and the Protective Committee for the benefit of the holders of certificates of indebtedness of the company, the Commission, on October 15, 1915, directed that a rehearing be had on October 26, 1915. Rehearings were had during 1915 and 1916, to January 26. On February 17, 1916, the Commission directed the depositing, with the Comptroller of The City of New York, of a check for $113 in payment of costs as taxed in the matter of the writ of certiorari, and a check for $4.42 to cover interest on said costs, as taxed, from June 15, 1915. On May 4, 1916, the Commission rendered an opinion (see 7 P. S. C. R. [1st Dist. N. Y.], 59). On May 11, 1916, the Commission, after rehearing, issued an order denying the application of the company and the aforementioned committee. On May 25, 1916, the Commission rendered an opinion (see 7 P. S. C. R. [1st Dist. N. Y.], 59), and issued an order amending the order of May 11, 1916, with respect to the amount of bonds to be allowed in a new application. Upon application of the company, by amended petition praying for the issue of $528,500 Series B bonds and $1,501,500 Series C bonds, hearings were had on September 14 and 20, 1916. The Commission, on June 8, 1917, rendered an opinion (see 8 P. S. C. R. [1st Dist. N. Y.], 160), and adopted the following resolution and order: Resolved, That the Public Service Commission for the First District adopt an order in the form herewith presented consenting to the execution and issuance of a certain mortgage by Dry Dock, East Broadway and Battery Railroad Company described as follows: A refunding mortgage bearing date July 1, 1915 to Central Trust Company of New York as Trustee securing the following bonds, viz.: $1,500,000 five per cent. gold bonds, Series A $528,000 four per cent. gold bonds, Series B The said mortgage being in the form submitted by said Dry Dock, East Broadway and Battery Railroad Company to the Commission, with changes to conform to the provisions of the said order, and identified by being marked thereon as follows: Exhibit 1, resolution June 8, 1917, Case No. 1715. IN THE MATTER Application of the DRY DOCK, EAST BROADWAY AND BATTERY RAILROAD COMPANY for the consent of the Public Service Commission for the First District to make and issue its refunding mortgage and deed of trust to Central Trust Company of New York as Trustee, and to issue thereunder about $560,000 Series B bonds, and $2,240,000 Series C bonds to refund certain of its debts and obligations Case No. 1715, Order Consenting to Mortgage and the Issuance of Bonds Thereunder Series B, $528,000 Series C, $1,300,200 June 8, 1917 Section 1. The Dry Dock, East Broadway and Battery Railroad Company applied to this Commission by petition dated and verified July 31, 1913 for the consent of the Commission to the issuance by said company of its refunding mortgage and issue thereunder of certain bonds of Series Band Series C to refund debts and obligations of the company as therein set forth. An order was entered by the Commission April 28, 1914, confirmed on rehearing December 11, 1914, denying said application. The Appellate Division of the Supreme Court, First Department, on review by writ of certiorari of said orders confirmed May 7, 1915 the said orders and dismissed said writ without prejudice to the relators or either of them applying to the Commission for a further rehearing herein. Thereafter the company and Ralph J. Jacobs and others, as a committee for the benefit of holders of the five per cent. certificates of indebtedness of said company, made application to the Commission by petition dated July 15, 1915 for a further hearing, which was granted, and on such rehearing the Commission by its order dated May 11, 1916, as changed May 25, 1916, denied the said application without prejudice to a new application for an issue of bonds not to exceed $2,030,000 in such series and for such purposes as the applicants may specify and which the mortgage to be then presented for the consent of the Commission shall provide for. Section 2. The said Dry Dock, East Broadway and Battery Railroad Company thereafter made application herein by petition dated and verified July 31, 1916 praying that its original petition dated July 31, 1913 be amended in accordance with the said decision of the Commission so as to pray for the issue of $528,500 par value of Series B bonds and $1,501,500 par value of Series C bonds to refund the debts and obligations of the company specified in said original petition and for other relief as may be necessary or proper. A hearing was held on said petition on September 20, 1916 before the Commission, Commissioners William Hayward, Henry W. Hodge, Travis H. Whitney and Charles S. Hervey presiding, and the company has now on April 16, 1917 submitted a form of its said proposed refunding mortgage as changed. The Commission having now duly considered the said orders and opinion of the Appellate Division of the Supreme Court, First Department, dated May 7, 1915, and all the matters and proofs as to this application before the Commission on the original hearing and on the rehearings and on this hearing. Section 3. As to the application under the provisions of the Railroad Law for the consent of the Commission to the said mortgage, it is ordered that the Public Service Commission for the First District does hereby consent to the issuance and execution by said Dry Dock, East Broadway and Battery Railroad Company of a certain mortgage described as follows: A refunding mortgage dated July 1, 1915 to Central Trust Company of New York as Trustee to secure the following bonds dated as of July 1, 1915 or as of the date of issue and maturing January 1, 1960, viz.: $1,500,000 face value of gold bonds known as Series A bearing interest at 5% per annum, payable semi-annually, and having a prior lien and being preferred both as to principal and interest over the subsequent issue of bonds Series B and Series C' described in said mortgage, redeemable on any January 1st or July 1st at 105% of the face value thereof and accrued interest. $528,000 face value of gold bonds known as Series B, bearing interest at 4% per annum, payable semi-annually, and having a prior lien and being preferred both as to principal and interest over Series C bonds described in said mortgage, redeemable, provided there be no Series A bonds then outstanding or that all Series A bonds then outstanding be redeemed, at the face value thereof, besides accrucd interest on any January 1st or July 1st. $1,300.200 face value of gold bonds known as Series C, bearing interest from July 1. 1916 until July 1, 1925 at such rate not excceding 6% per annum as the surplus income of said company after providing for all to be nonother income charges shall suffice to pay, such interest cumulative and on and after January 1st, 1926 to bear fixed intcrest at the rate of 4% per annum and such additional interest each year, not exceeding 2%, as the surplus income of the said company after providing for all other income charges shall suffice to pay, such additional interest not to be cumulative, redeemable on any first day of January or July at face value with any fixed interest accrued and payable together with such additional interest, if any, as shall have been declared and become payable, provided there shall be then no Series A or Series B bonds. outstanding or that any Series A bonds and Series B bonds then outstarding be redeemed. The form of said mortgage submitted by said Dry Dock, East Broadway and Battery Railroad Company to the said Commission, with the changes to conform to this order is hereby approved and ordered filed and properly identified by a reference thereon to a resolution under the authority of which this order is issued. Said company, however, shall have no right or authority to issue any bonds, pursuant to the terms of said mortgage, except as may be herein or hereafter authorized by the Commission. It is further ordered, That a duplicate original of the said mortgage consented to as aforesaid shall upon execution thereof be filed by, the said Dry Dock, East Broadway and Battery Railroad Company with the Secretary of this Commission. Section 4. As to the application under the provisions of the Public Service Commissions Law for the consent of the Commission to the issuance by said company of bonds under said mortgage, namely: $528,500 of Series B bonds, and it being now the opinion of the Commission that the money or property to be secured by the issue of said bonds of said company to the amount in the aggregate face value of $1,828,200, payable at a period of more than twelve months after the date thereof, is necessary to and reasonably required by said company for the discharge or refunding of its obligations and particularly for the purposes hereinafter stated in this order, and that the said purposes are not reasonably chargeable to operating expenses or to income; Section 5. It is ordered, That the Public Service Commission for the First District does hereby authorize the issue by the said Dry Dock, East Broadway and Battery Railroad Company under and pursuant to the terms of the mortgage hereinbefore described, the issue and execution of which is by this order consented to by the Commission, of Five hundred twenty-eight thousand dollars ($528,000) Series B bonds bearing date as of July 1st, 1915, maturing January 1st, 1960, redeemable, provided there be no Series A bonds then outstanding or that all Series A bonds then outstanding be redeemed, at the face value thereof besides accrued interest on any January 1st or July 1st and bearing interest from May 1st, 1917 at four percent (4%) per annum, and of one million three hundred thousand two hundred dollars ($1,300,200) Series C bonds bearing date as of July 1st, 1915, maturing January 1st, 1960, bearing interest from July 1st, 1916 until July 1st, 1925, at such rate not exceeding six percent (6%) per annum as the surplus income of said company after providing for all other income charges shall suffice to pay, such interest to be non-cumulative; and on and after January 1st. 1926 to bear fixed interest at the rate of four percent (4%) per annum and such additional interest each year, not exceeding two percent (2%), as the surplus income of said company after providing for all other income charges, shall suffice to pay, such additional interest not to be cumulative, redeemable on any 1st day of January or July at face value with any fixed interest accrued and payable together with such additional interest, if any, as shall have been declared and become payable, provided there shall be then no Series A or Series B bonds outstanding or that any Series A bonds or Series B bonds then outstanding be redeemed, making in all of Series B bonds and Series C bonds hereby authorized to be issued at face value one million eight hundred twenty-eight thousand two hundred dollars ($1,828,200). Section 6. It is ordered, That said issue of bonds is hereby authorized upon the conditions following and not otherwise, to wit: First: That the consent of the holders of two-thirds of the stock of the Dry Dock, East Broadway and Battery Railroad Company in writing to the execution and delivery of the said mortgage shall be duly given and filed according to law. Second: That the Five hundred twenty-eight thousand dollars ($528.000) of Series B bonds and Six hundred fifty thousand dollars ($650,000) of Series C bonds hereby authorized shall be issued to Third Avenue Railway Company onl in settlement ard upon surrender and cancellation by it of the following oblications of the Dry Dock, East Broadway and Battery Railroad Company owned by Third Avenue Railway Company, namely, $480.000 face value of receivers certificates issued by Frederick W. Whittridge as receiver of the Dry Dock, East Broadway and Battery Railroad Company under orders of the United States Circuit Court for the Southern District of New York dated April 22, 1911 and July 18, 1913 with interest adjusted to May 1, 1917 $1.822,963.70 face value of principal of a certain note of said Dry Dock, East Broadway and Battery Railroad Company dated April 30, 1907 allowed by the Special Master at $1,500,000 with all interest which has accrued and is unpaid or which may accrue thereon $112,060.73 face value of claims against said Dry Dock, East Broadway and Battery Railroad Company allowed by the Special Master of which claims a list is presented and filed with the Commission by counsel for the Dry Dock, East Broadway and Battery Railroad Company by letter dated May 2, 1917, together with all interest which has accrued and is unpaid thereon or which may accrue thereon $147,782.43 face value of a claim against said Dry Dock, East Broadway and Battery Railroad Company by New York City Railway Company and Adrian H. Joline and Douglas Robinson, receivers thereof, with all interest which has accrued and is unpaid or which may accrue thereon and the undertaking by said Third Avenue Railway Company that as to four other claims shown by said list against said Dry Dock, East Broadway and Battery Railroad Company amounting in all to two hundred sixty-eight dollars fifty cents ($268.50) the Third Avenue Railway Company will, if such claims or any of them are asserted, pay, acquire or cancel the same. Third: That six hundred fifty thousand one hundred dollars ( ($650,100) of the Series C bonds hereby authorized shall be issued only to holders of and in settlement and upon surrender and cancellation by them of the following obligations of the said Dry Dock, East Broadway and Battery Railroad Company, namely, Certificates of indebtedness of the said Dry Dock, East Broadway and Battery Railroad Company (of an issue of $1,100,000 face value) bearing date as of February 1, 1884 maturing February 1, 1914 with all interest which has accrued and is unpaid or which may accrue thereon; each holder of any such certificates of indebtedness to receive $59.10 in face value of said Series C bonds for each $100 face value of said certificates of indebtedness and in the said proportion for multiples thereof. Fourth: That the said company shall keep separate, true and accurate accounts showing in detail the issuance of the bonds hereby authorized to be issued and the obligations settled, surrendered and canceled by the issue thereof and on or before the 10th day of each month shall make verified reports to the Commission stating the disposition of said bonds during the previous month, the terms and conditions of such disposition and the obligations settled, surrendered and canceled thereby; and said accounts, vouchers and records shall be open to audit and may be audited from time to time by accountants and examiners designated for such purpose by the Commission. Fifth: That the company shall endorse in red ink on each bond issued, pursuant to this order, the following statement: The order by the Public Service Commission for the First District authorizing the issuance of this bond, expressly stated that such authorization was not based on a valuation by the Commission of the properties of the company or on any satisfactory proof to the Commission that the interest charges on this bond can be earned by the company. Sixth: That within thirty days from the date of the service of this order said company shall file with the Commission an inventory of its fixed capital as of July 1, 1917, together with the ledger values thereof, classified in accordance with the Uniform System of Accounts prescribed by the Commission for street and electric railways for transactions subsequent to December 31, 1908. Seventh: That the authority hereby given to issue such bonds shall apply only to bonds issued by said company on or before December 31, 1917. Section 7. It is hereby ordered, That this order take effect on the 8th day of June, 1917, and, except as provided in the Seventh subdivision of Section 6 limiting the duration of the authority to issue such bonds herein granted, continue in force until otherwise ordered by the Commission, and that within thirty days after service upon it of a copy of this order said company notify the Commission whether the terms of this order are accepted and will be obeyed. The Secretary having withheld service of the order of June 8, 1917, in view of the fact that he had been informed by Counsel to the Commission that the company's attorneys had notified him there was some question about the company's mortgage which would affect the decision, the Commission, on June 11, 1917, approved the action of the Secretary. Counsel on June 22, 1917, having advised that the order of June 8, 1917 should be served upon the company, the Commission, the Commission, on June 27, 1917, approved Counsel's recommendation. The company having applied under dates of July 19, September 24 and October 29, 1917, for extensions of time within which to notify the Commission whether the terms of the order of June 8, 1917, were accepted and would be obeyed, the Commission, on July 23, September 27 and October 31, 1917, issued orders (see blank form of extension order, pago 7) granting the desired extensions to October 1, November 1 and December 1, 1917, respectively. |