Daily Kennebec journal. [microfilm reel] (Augusta, Me.) 1870-1975, 1915-03-20


view sof the additional fear that the
! leased lines may not voluntarily come
into reorganization, it is thought de-
| snable by the three utilities commissions
that machinery should be provided by
| which the contracts and leases with the
subsidiary companies may be autonat-
ically ended and an opportunity given
for complete reorganization on some
| what better terms.
Section s makes it possible. if the
Boston & Maine directors find il i'm
practicable to reorganize under the first
seven sections, to by vote declare a new
corporation necessary to perfect a fair
| reorganization, and provides that such
| directors may designate not less than
Is persons. among whom there must be
at least one citizen from each of the
| three states, Maine, Massachusetts, and
New Hampshire, TO be the organizers of
| such new corporation.
Section 3 provides for the filing in the
office Of the secretary of State in all
| three of the states a written agreement
! setting forth the name of the new COM
pany. brief description Of the property
| OF the old company and Of the subsid-
| larry lines, the name of the court in
which any receivers sale may have
been ordered or had, the amount of the
proposed capital stock which, with GER
| tain exceptions later provided, shall
not exceed the outstanding capital
stock of the old company, the par value
Of the shares, which shall be 500, the
names and residences of at least five
subscribers, among whom there must
| be at least one citizen from each Of the
| three states.
| Section 10 provides that when 1t is
shown to the satisfaction of the utili-
ties commission that the requirements
| of sections and 9 have been complied
with. and that the subscribers intend
in good faith to obtain for the new COM
pany the railroad properties described
in the agreement provided for in section
9, such commission shall make certi-
fcate to that effect and the same shall
be filed in the office of the secretary Of
state in each commonwealth and he
shall issue a certificate under seal which
shall have the force and effect Of a
special charter.
| Section IL provides that as soon as
may be after the provisions Of the fore
going section have beer complied with,
the directors shall prepare and submit
| to the utilities commission a plan for the
! purchase of the. property and fran
chises of the old corporation and for
the reorganization and consolidation OF
the subsidiary lines. such plans shall also
definitely state the terms of such pur-
chase and sale including the specific
rights proposed to be given TO stock
| holders of the old corporation and the
| terms Of any contract made or offered to
| be made with each subsidiary company
No such contract is TO be valid un-
til the plan, after notice and public
hearing, has been approved by the
utilities commission, the right being
given at such hearing to all Interested
parties to come in and be heard and
file specific objections to the proposed
plan. Authority is given the com
mission to compel additional or sup
Elementary plans of such reorganiza
! ton to be fled if any previously filed
are found to be unsatisfactory.
! Sections - and 13 provide the
methods by which the new corpora
ton may, after approval of such plan,
become possessed Of the properties of
the Boston & Maine and of the sub
! sidiary lines. No such purchase or
sale shall be valid or binding until
| the terms thereof have been agreed
TO by majority of the directors and
approved by a vote Of two-thirds in
! interest OF the stockholders of the old
! corporation and of the subsidiary
! lines. nor until the utilities commits
! sion has certified that the terms OF
such purchase and sale are in con-
formity with the plan above men-
| toned. Provision is also made upon
similar votes and approval, for the
issue of stocks for the purpose of eff
fectuating such purchase, and for the
| exchange by common stockholders OF
| the Boston & MainAof their stock for
stock in the new corporation. An
assessment is provided for, the
amount Of which is to be approved by
| the utilities commission. and if such
assessment is not paid stakeholder
has the right to exchange his existing
shares for a smaller number Of shares
in the new corporation, but in no
event less than so per cent. thereof.
Such assessment and such exchange
| is strictly subject to the approval OF
the utilities commission.
Section>14 provides that if the new
corporation does not carry out the
foregoing provisions within two
years its corporate existence shall
| cease.
| Section IS gives to the new cor
poration the same authority to deal
with the subsidiary lines. if the prop
erty and franchises of the old COM
pany arc sold to the new company
under receivership proceedings.
Section 16 provides for the valuing
of the shares of a dissenting minority
stakeholder substantially in accord
ance with the present provisions Of
the Revised Statutes OF Maine.
| Section il provides that wherever
| in this act application is required to
be made to the public utilities com
mission for the authorizing or APP
prevail of any act done or proposed to
| be done the Maine commission shall
| hold Joint hearings with the COM
missions of New Hampshire and
Massachusetts, for the taking of evil
dence and conferences in regard to
conclusions but each commission has
| a veto power on the other too, that
| ;s M such authorization or annroyal