The daily exchange. [volume] (Baltimore, Md.) 1858-1861, 1860-09-14
BALTIMORE And OHIO RAILROAD.
TIE EXTRA DIVIDEND.
Statement of the President--Legal Opinions.


Statement of the President--LegaI Opinions
The following paper presente by J. W Garrett,
Esq, President, to the Board of Directors of the Bati
more and Ohio Railroad at their regular monthly meet
ing held on Wednesday last and after being read,
ordered to be published, with the legal opinion of
Messrs Randall Hagner and Price, which is referred
therein:
Its duty at this meeting of the Board call your
attention to the condition of the dividend declared by
the Pi esident and Directors of this Company 18th
ot December, 1856.
You aware of the litigation which that dividend
gave rise The State Of Maryland and the City of Bat
more asked the interference of Court of Equity re-
strain its payment The opposition indeed proceeded to
such lengths that it succeeded, by the aid of City and
sta sa' IN T ~ placing for season. the Company it
Ihe city OF Wheeling. however, large stakeholder by
States prevented this Company from exhibiting to the
world the extraordinary spectacle of corporation fas
While these proceedings in the Courts were pending
the business Of the Company was seduNusy attended
1t the conviction of those entrusted with the control
of its affairs that time would demonstrate 70 the public
the propriety of the which had been pursued
Those who Were interested in depressing the raue of
the stock of the Company, and in resisting the dv
dend, seemed fully alive to the dangers which they an
from the marked increase in the prosperity of the road
Although the pending before the courts in which
the city of Baltimore and the State of Maryland par
ties complainant afforded an opportunity for the discus
dividend they were not satisfied to abide by the result of
these
1t necessary, apparently that proceedings
should be instituted, which would remain under ndi
vidual control.
That this the purpose of the proceedings next
instituted will readily decide from the following cir
cumstances:
William E. Pearse, of New York and Charles Sennick-
son. of are the parties whose names used
in one of these suits as complainants Their bill
filed in the Circuit Court of the United States the 4h
January 1860 The former of these gentlemen fire
shares of stock the latter tUo shares when the bill
filed The former purchased his stock the 23d Decem
ber 1852 The latter the 10th December 1859 will
be seen therefore, that these gentlemen, of whom
purchased his stock twelve days and the other nineteen
days before they brought suit in this State and also
bought that stock NTH kRoedge that dirdend had been
declared, who paid for that stock less than five hundred
dollars were able to ascertain the supposed legal wrong
done to themselves to take the advice counsel pre-
pare elaborate bill of mpan in the Court another
State, all within the space of time intervening between
the 23d December 1859, and the 4th January, 1860.
You will probably conjecture that marked de-
preston had taken place in the stock between the dates
OF their purchases and the date of the filing of their bill
of complaint The reports of sales the 23d December
1859, S6SH cash for this stock, and the market
steadily and the 4th January, 1860 it worth
S72 cash. 1t will be plain to you therefore, that some
other motive existed than the prospect of loss the
stock which they had purchased which induced those
gentlemen, citizens of another State become gant
parties in the Circuit Court of the United States
attempt the restraining of the payment the dividend
declared by this Company
Passing ny this question however, for the present
Will only remark that one of the compainants, the 9TH
March, 1860 purchased fifteen additional shares of stock
The market price of the 9th March, 1860, 500 bid
s69A asked And will therefore observe that of
the complanants, who alleged in his bill that he was in
jured in his possession Of the five shares pur
chased by him. by the declaration Of the dividend by
Company and by its purpose to pay that dividend pur
chases on rising market fifteen additional shares.
need not remind you that all these shares had risen
steadily in value the hands of these purchasers-even
while they have been endeavoring by their allegations of
injury to depress the securities which they affect desire
purchases throw perhaps light the character of
the proceedings
The jurisdiction of the Circuit Court of the United
m in Dtr0va 10
of the value of $500 and upwards On the day when the
Bill was filed the market value of the shares was
S504, just dollars than necessary, and it
seems to have been thought that not the par but the
market value would settle the question of jurisdiction
That those shares were bought to bring suit is toer
ably clear from these circumstances But the suit with
this amount only at stake could not go TO the Supreme
Court and it appears to have occurred to those
cerned its institution that failure in the Circuit
Court was possible if not probable The purchase of Is
shares furnished the necessary the up
and was doubt made the preceding one, for the
very purpose of this litigation.
However this be, in April, 1860, the half yearly
report of the President and Directors this Company
made. In that report full and true exhibition made
of the atai of this Company. That report restated in
order that the line OF conduct adopted by the City and
State after 1t was known to them, be understood
REPORT.
OFFICE BALTIMORE AND OHIO RAILROAD Co,
April I'd, 1860. !
The operations of the Baltimore and Ohio Railroad
Company for the fiscal year terminating September 80
1852 exhibited reduction Of the working expenses of
the Main Stem of 1907 per cent compared with the
preceding year. and an Improvement in the aggregate
the same period of $992, ,595.37.
As these results deemed extraordinary and much
interest has been manifested in reference the business
of the company since that period it has been decided
the financial statements for the fiscal half year
closing on the 3lst ultmo, which are suboined.
I-oF MAIN STEM.
The liabilities and assets of the company exhibited
in the Treasurers statement A. The and work
ing shown in statement B. The gross
ngs of the main stem have been 81 $40 9S45, being
increase compared with the period of the preceding
year of $500 so.
The expenses of working and keeping the road and
machinery in repair have amounted to $500 697 SO, be-
ing 45O7 per cent upon the revenue, exhibiting de
crease compared with the period of 2 S0100 per
cent and of 49lOO per cent compared with the last
full fiscal year, embracing the less expensive period of
the summer months.
The company has continued to make its purchases for
cash, and is entirely free from floating debt
During the six months the Company has
1st Advanced additionally under the agree
ment which terminates at the close of the
year 1861, after creditng all revenue re-
ceived to the North Western Virginia Com
pany, for the payment of interest, (includ
ing $4,000 on the bonds of that Company,
guaranteed by the city of Baltimore,) and
of the road, s16O, 9s424
I'd: Paid for rolling power, Ito Ross winans
for locomotives under contract assumed for
North Western Virginia Railroad Company 6,97G 30
Sd. Increased the several sinking funds excu-
sively by investments from the current net
earnings, viz: The Sinking Fund. nd....,... l67 90 "a
For the redemption of the City Loan
to s692, Sc, being increase of. 500, 1880
For redemption of Mortgage debts to
S563 o55 06, being an increase Of. .149 S3333
For redemption of ground rents
ing an Increase of........,........ 1275l75
Aggregate increase of Sinking Funds lS3 0S4 6S
4th. Paid the sem-annual Cash Dividend of
per cent on the 9th November last, the
capital stock 303, ,3iS. 90
Exhibiting total 1854 sI2 80
The Company having surplus of cash beyond its re-
qurements advanced to the Trustees, who invested
large portion of the interest due 1st of July
the Mortgage and Ground Rent Sinking Funds which ac
cretions are embraced in these accounts
The aggregate of the Sinking Funds now exhibits the
S1TiS nd atiiIu inpra haSis ,f
Although per cent per annum of the net earnings are
absorbed in the maintenance OF the Sinking Funds,
wisdom of the policy palpable full provision thus
made for the payment of the entire funded debt of
Company.
The balance of cash in the Treasury on the 1st March
was s25 5223s, which was in addition to $l65OOOOO de
posted for the payment of interest the City Loan
the Bonds of the Company which natures on April 1st
The bills receivable and sums due from the Post Office
Department for mail service $50 500 The
uncollected revenue is 1854 20 In anticipation of in
terest due in London LIST of July bonds of
of Maryland s24 66.67 have been RENTED to Messrs
Barring Brothers & Co.
Statement of the Treasurer exhibits the account
profit and loss After charging $3.50 OS4 interest and
ground rents $4,000 in settlement of suit of 1885, and
creding the dividends and rents received from the
Washington Branch the ncrements of the sinking funds
and house rents received the net gain shown for the
fiscal hafyear of S73S 72642 being upwards of N per
cent. on the capital stock.
Deducting the Dividend of S303 34S00 paid Novem
ber 9th last the profit and loss account exhibits
plus of So 527 95SS being increase for the half year
u.-oF THE WASHINGTON BRANCH.
The financial condition of the Washington Branch is
exhibited by the statements of the Treasurer D. E. and
1t will be by statement that the Revenue for the
six months amounted to 2l6 S4 3d. and the working
to SsO4O544 leaving net the of sl35, 1873
The gross revenue shows decrease from the
pondns period of the preceding year S2 045 So and
decrease of Working Expenses of S11725SS.
The ratio of Working Expenses for the six months
exhibits reduction from 40 81 100 to 81 l91OO per
Iu-oF THE NORTH WESTERN VIRGINIA ROAD.
Statement c. of the Treasurer shows that the Revenue
of this Road for the fiscal half year has
29,6o7l1 and the Working Expenses to 9O,445.7o,
The gross is So 668 13 than CORE
spending period of the preceding ye ar but the
paratiye expenses have been reduced S11 26647
result presents increase of S459SS4. The ratio of
working expenses to for the half year exhibits
comparative decrease IA 631O to 7S-lOO per
cent
REMARKS
The aggregate revenues working expenses and net re-
suits of the Main Stem Washington Branch aud North
Western Virginia Railroad for the fiscal half years.
terminating respectively 5st March, 1859 and 1860 have
been, viz
REVENUE. 1859. 1860.
Main stem 81 7627S965 $3.50 79S As
Washington Branch. 22S 22976 2l6 1874 %
n. W. Figinia. 136,2752i l29, ,607.11
s2,127294.65 $2IS65s 70
REVENUE. INCREASE. DECREASE.
Main stem. ..................S7 S7S ,00S.S0
Washington Branch..... ............. s12O4553
N. W. Virginia.. NEUTRALITY-SUSPICIOUS.. 6,66S Is
s7sOoSSO s1S,7I36 &C
Total increase sos, ,29ol4
Main Stem 900. sS43 94370 $500 697. 50 $14246.17
Wash. Br..,.... 9213l 30 so 40544 IL 725Ss
N. W. Vrga.... 1Ol7l2I7 9p,445.7o 1l,266.47
1,CS7,7s719 1000 54s67 s7,23s So
.Ioln II o.t..x.