Chap. 114.—An ACT to provide for the reduction of the capital stock and
the issue of special stock of the southern railway company.

Approved January 23, 1900.

Whereas pursuant to the provisions of the act of assembly of the
commonwealth of Virginia, approved February twentieth, eighteen hun-
dred and ninety-four, the purchasers of the Ric himond and Danville
railroad did constitute themselves a body politic and corporate by the
name of southern railway company; and also as provided by said act
within six months after making their purchase did adopt, and did file
in the office of the secretary of the commonwealth their certain plan of
organization, dated December fourth. eighteen hundred and ninety-four,
whereby among other things they did certify that the said purchasers
and the southern railway company had fixed the capital stock of the
corporation at one hundred and eighty million dollars, divided into one
million eivht hundred thousand shares, each of the par value of one
hundred dollars, of which six hundred thousand shares are preferred
stock and the remainder are common stock. the corporation reserving
the right to increase such capital stock up to, but not exceeding, the limit
authorized by the said act approved February twentieth, eighteen hun-
dred and ninety-four, and the right to increase or to decrease the amount
of any class or kind or grade of its capital stock, and also to redeem and
to purchase at par any and all preferred stock, or any kind, class or grade
thereof; and further did certify that with the exception of one thousand
shares of common stock theretofore issued or reserved to qualify direc-
tors, or for other purposes, all of the stock of the company had been duly
issued and delivered to J. Pi ierpont Morgan, Charles Lanier, and George
F. Baker, and their successors, as voting trustees, under an agreement
dated October fifteenth, eizhteen hundred and ninety-four, with the
exclusive right and privilege in said voting trustees, ‘during the con-
tinuance of their trust as provided in said agreement, to vote upon, and
in respect of, all stock so issued to them, and also to collect and receive
all dividends declared in respect of such stock, and to distribute any such
dividends among the holders of their stoek trust certifieates, which
holders in due course would be entitled to receive in exchange therefor
certificates for corresponding amounts and kinds of the capital stock
of the southern railway company; and

Whereas from time to time the said corporation has issued stock
certificates for the full amount of one million cight hundred thousand
stares, each of the par value of one hundred dollars, of which six hun-
dred thousand shares are preferred stock, and one million two hundred
thousand shares are common stock, all of which stock certificates (except-
ng those for such one thousand shares of common stock) have been duly
issued to, and now are held by, the said voting trustees under the said
voting trust agreement dated October fifteenth, eighteen hundred and
nimety-four; and

Whereas in and by section five of the said act, approved February
twentieth, eighteen hundred and ninety-four, it was provided that the
said new company might issue its capital stock of one or more class or
kinds, and in one or more series or grades, with such preferences, con-
ditions, and voting power as should be provided in said plan of organi-
zation; and from time to time might increase or decrease the amount of
any class or kind or grade of such stock as should be provided in the plan
of organization, or with the approval of a majority in amount of the
stockholders given at a meeting of the stockholders called for that pur-
pose, unless and except as otherwise expressly provided in certificates
representing stock previously issued; and that the shares of each class
of stock should be of such par amount, and should entitle the holders to
such vote, respectively, as should be determined by said plan of organi-
zation, or by the stockholders in like manner; and

Whereas no express provision concerning any increase or decrease of
the common capital stock is contained in any outstanding certificate
representing common stock, and it is deemed desirable for the interests
of the company and of the commonwealth that the nominal value of such
common stock shall be reduced so as to conform more nearly to the
market value thereof: now, therefore,

1. Be it enacted by the general assembly of Virginia, That in the man-
ner hereinafter provided, with the consent of holders of a majority of
all outstanding stock of the southern railway company, including at
least a majority of outstanding common stock, the board of directors
of the company from time to time in reduction of the amount of its
stock may issue one share of a new or special stock, as hereinafter
described, in lieu and instead of the issue of two shares of the stock
authorized by said act approved February twentieth, eighteen hundred
and ninety-four, but not heretofore issued, or in exchange for every two
shares of the common stock now outstanding that may be surrendered for
that purpose and cancelled. The company may agree to pay a dividend
or other cash sum in connection with such exchanges of outstanding
common stock; the amount of such dividend or other cash sum to be
fixed by the board of directors, and payment thereof to be made at such
time and in such manner as in its discretion the board may determine.
The consent hereunder of stockholders may he given either in writing
or bv vote at a meeting, or by a combination of consents in writing or
by vote.

2. Holders of stock trust certificates may authorize the voting trustees
as holders of the corresponding amount of stock to consent to such
reduction, and may confer any other authority upon the voting trustees

hy presentation of such certificates to the voting trustees, in order that
a notation of such authority may be stamped thereon. Such stamp on
any stock trust certificate shall be conclusive proof that the holder
thereof has given such authority, which shall bind all transferees of
such certificate and of any inivrost thereby represented, and shall be
irrevocable. In exchange for stock trust certificates stamped as afore-
sald there shall be issued stock trust certificates, either in the present
form similarly stamped, or in a new form adapted to the conditions as
altered under this act.

3. If and when the holders of a majority of the outstanding stock,
including such amount of the outstanding common stock (not less than
a majority thereof) as shall be satisfactory to the board of directors,
shall have consented to the reduction herein authorized, the company
from time to time within such period or periods as shall be prescribed
or extended by the board of directors, shall issue a new certificate for
one share (of the par value of one hundred dollars) of the special stock
authorized by this act in exchange for every two shares of outstanding
common stock surrendered for that purpose; and, as hereinbefore author-
ized, thereupon shall make payment of such dividend or other cash sum,
if any, as it may have agreed to pay.

+. All such special stock, whether issued as herein permitted in leu
of authorized common stock or in exchanee for outstanding common
stock, shall be distinguished by printing on or in the certificates to be
issued therefor a statement that such stock was issued under the pro-
visions of this act. Until more than minety-five per centum of the
common stock then outstanding shall have been exchanged, as herein
permitted, and thereafter until otherwise determined by. the board of
directors, each share of such special stock shall entitle the holder thereof
to receive the same dividends as though he were the holder of two shares
of present common stock theretofore converted into such one share of
special stock.

5. From time to time, in exchanging for such amount of special stock
as under this act shall he issuable therefor, the voting trustees may sur-
render to the company certificates for present common stock to the
amount which by stamping or otherwise shall have been authorized by
the holders of common stock trust certificates; and at the termination
of the voting trust the holders of such stamped common stock trust
certificates shall receive from the voting trustees, in lieu of the common
stock so surrendered to the company and mentioned in such trust certi-
ficates, special stock to the extent of one-half of such amount of such
common stock. Any dividend or other cash sum that may be received
by the voting trustees in connection with such exchanges of common
stock shall he pavable by them to the holders of the stamped common
stock trust certificates at such time or times as the voting trustees may
determine. After the termination of the voting trust, the voting trustees
and the board of directors, upon such terms as they may deem expedient.
may make arrangements for the issue of special stock in redemption of
unstamped common stock trust certificates then outstanding.

6. Nothing in this act contained shall impair the existing and eon-
tinuing right of the southern railway company to increase or to decrease
its eanital steck of any class or grade, whether preferred, specie] er
common, under and in accordance with said act of assembly, approved
February twentieth, eighteen hundred and ninety-four. With the
approval of the holders of a majority of the capital stock, given at a
.eceting of the stockholders called for that purpose after the termination
f the voting trust, the company may decrease the amount of its com-
1on stock to one-half the amount thereof by reducing the number of
1ares of common stock of one hundred dollars each then held by each
ockholder to one-half of such number.

7. This act shall be in force from its passage.