The morning news. [volume] (Savannah, Ga.) 1887-1900, 1893-03-23
THE REPORT OUTLINED.
THE SOUTHWESTERN WILL GO IN
WITH APPARENT RELUCTANOE.

Aho EopOIs VI LAe COuknW5Sb6Iu
tee, a synopsis of which has appeared In the
special dispatches 20 the MORNING NEWS,
was received by Mr.. Conner yesterday.
1t has been agreed to by the three members
Of the special committee sent on TO New
York, two of whom were known to be OPP
posed to that road entering the reorganiza-
ton plan Of the Central system before they
made the investigation. They, however,
came TO the conclusion that it was for the
best interests Of Southwestern stock
holders TO enter the plan, and together with
Capt. Raoul made out their report to that
effect
The report is signed by Capt Raoul
chairman. and Messrs. T. B. Gresham and
f. II. Miller, the other members OF the
committee.
THE REPORT.
To the Stockholders Of the Southeastern Rail
Pursuant to the resolutions adopted at your
meeting held at Macon, Feb. 10, 1898, your
committee respectfully report That on Feb.
49, 1893, they placed themselves in cOmmunica-
ton with the reorganization committee of the
Central Railroad and Banking Company, aud
were courteously given hearing on the after
noon OF that day, when each member OF your
committee made statement, presenting his
views with reference to the change of terms
offered to the Southwestern stockholders under
Li6 plan OF REORGANIZATION, ana LQ6 pFOpTleLy
Of underwriting the plan, or at least giving the
option to the Southwestern shareholders who
did not wish to accept the terms offered them
the rixht to receive a fixed sum, as OF the ma
ture Of compensation for property taken in the
exercise Of the power of eminent domain.
The chairman Of the reorganization commit
tee, voicing the sentiment OF the entire commit
tee, declined to change the disposition OF the Sc
curties of the new company to be allotted to
the southwestern, or TO underwrite in any
other way, OF to any extent for and in behalf Of
the Southwestern Railroad Company.
ABOUT TO WITHDRAW.
Regarding this decision of the reorganization
committee as conclusive upon the question of
obtaining better terms, your committee were
about to retire from the meeting, when the
chairman of the reorganization committee ex-
pressed his Individual doubts as to whether the
Southwestern Railroad Company was necessary
to perfect the plan Of reorganization, after
which a discussion arose, which ended with
invitation 10 your committee to present such
suggestions as they might deem advisable
upon other points than those already deter
mined.
SUGGESTIONS OF THE COMMITTEE.
After conference your committee did not
deem it advisable to present any but the fol-
lowing:
That the plan of reorganization failed to fix
any time when it should be positively declared
to be operative or imperative.
That in making provision for the consent of
the president of the trust company to the in
curing of debts chargeable against the securi-
ties deposited by any company, as TO which the
plan should be declared operative there was
no provision that this should be done by resolu-
ton Of the directory of the trustees, SO TO
make such consent the corporate act of the
trust company.
That 10 providing for withdrawal of securi-
ties deposited, in the event that the advertise
ment of ten days in New York and Savannah
paper was too short for the Southwestern stock
holders, and this time should be extended, and
advertisement had in a Macon paper.
That no sufficient provision was made for the
prOtpCtiOD of the southwestern Railroad
Company with reference to suits pending, to
which it was a party, and that under the au-
thority TO compromise and control any such
suits il would be within the power OF the Teor-
ganZaton committee, when q majority of the
Southwestern stock was deposited with the
trustee, to withdraw the defense of file and
permit a joint decree of foreclosure under the
tripartite mortgages, thereby selling out the
Southwestern Railroad Company along with
the main stem Of the Central railroad.
ADOPTED UNcoNDITIoE4LLY.
These suggestions were favorably received by
the committee of reorganization and we're
subsequently, adopted by them Internationally.
Attention is called, particularly to the resolu-
ton that it is the desire of the committee aad
all their efforts shall be used to that end to Sc
cure in the foreclosure decree Of the tripartite
mortgages provision that the main stem of
the Central railroad shall be first sold before
the sale is made of the Southwestern railroad
for the satisfaction of the mortgage debt and
then the capital stock of the Southwestern, de-
posted with the committee shall be used by it
for the purpose OF carrying the spirit Of the
resolution into effect.
Further that the same policy shall be pur-
sued as to any other principal debts Of the Cen
trail or of its allied properties if any upon
which the Southwestern may be indorsor or
guarantor.
Your committee, therefore, present this az
their final action to be laid before the conven-
ton.
That they have been unable to obtain anv
better terms than we're originally offered in the
plan of reorganization as to the character or
amount of stocks and bonds to be issued under
the plan, but they believe that the amendments
to the agreement, as hereinbefor9 set out
offers much greater security in administering
the plan, If the convention of stockholders de-
cides to accept it as SO amended.
TWO WAYS OPEN.
Asto the course of action to be pursued:
In the opinion of your committee the cues
ton resolves itself into choice between two
and only two courses.
l: To reclaim possession Of your road
and operate it upon your own re-
sponsbiity, accepting the chances of profit or
loss upon such operation, or
2 To accept the offer made for your stock in
the new securities of the proposed reorganized
company. trusting TO the earning power of the
new company to give them value on the market
or yield returns TO you as holders of Them
In determining which of these two courses
YOU shall elect to pursue, il seems to your COM
mittee that the controlling consideration should
be which of them would involve the largest risk
of immediate depreciation of your stock and
which offers the best promise Of more quickly
reinstatinR some of its lost value.
ADVISED TO ACCEPT.
After going over the whole ground and think
ing out the probabilities and possibilities OF
each course as seriously and completely as we
are capable of doing, we feel constrained to ad-
wise you to accept the reorganization plan as
amended pursuant to the suggestions Of your
committee, and to do your share to contribute
to the rehabilitation of this valuable system of
roads and its reinstatement to the position Of
usefulness to the people ana commerce of the
state it once occupied
We further advise that whatever course is
determined TO be pursued that 1t be followed as
a unit. the minority asserting to the course de
termiued by the majority. division can only
result in more or less harm to all, and good to
none. A controversy between yourselves means
embarrass ment and loss to the majority which
in the end must and will control the property.
and involving the minority In a hopeless issue
and still greater loss.
In conclusion, your committee would suggest
that II this report is adopted that the power to
act and carry 1t into effect should be given TO
the directors, provided the plan is declared
operative on or before Dec. 81, 1898.
The resolutions adopted by the reorgani-
cation committee provide tina the plan
must be declared operative by Dec 81, 1898;
that efforts will be made 20 secure In the
foreclosure decree Of the tripartite mort
cages a provision that the main stem Of the
Central shall be sold first before sale is made
of the Southwestern to satisfy the mort
gage debt; that the capital stock of the