CHAPTER II ERIE

    Early history—Reorganization—Wall Street struggles—Financial difficulties—Second reorganization—Development of coal business—Extension to Chicago—Grant & Ward¹—Financial readjustment—New York, Pennsylvania & Ohio—Third reorganization—Later history.

The New York & Erie Railroad was organized in 1833 in the hope of bringing to the southern tier of counties in New York State a prosperity equal to that which the Erie Canal had secured for the northern tier. It was to run from New York or some suitable point in its vicinity to Lake Erie. A six foot gauge² was adopted, partly because the grades encountered were thought to require locomotives with more power than a narrower gauge could accommodate, and partly because it was wished to make the road independent of any connection which might lead trade away from the city of New York.88

The events of the early years may be briefly⁵ dealt with. Difficulty was experienced in getting subscriptions⁶, and in 1836 the legislature granted a loan of $3,000,000. An assignment was made in 1842, due to the difficulty of getting the enterprise under way, which resulted in the release of the company from liability to the state on condition that it complete its line from the Hudson to Lake Erie by 1851. Stockholders were to exchange two shares of old for one share of new stock, and a first mortgage of $3,000,000 was authorized¹⁰.89 In 1851 the line was completed to Dunkirk on Lake Erie, and the following year it reported a bonded¹² indebtedness of $14,000,000, capital stock of $6,000,000, and floating debt to the amount of $3,080,000, or a total of $43,961 per mile of line; a high figure, but probably necessarily so in view of the difficult work to be performed. Although nominally¹⁴ completed, the troubles of the road were not over; and a precarious¹⁵ existence was maintained only by the placing of additional loans in 1852 and 1855, and by the aid of Daniel Drew on two distinct occasions. A war of rates with35 the New York Central aggravated¹⁶ the situation; heavy storms and ice floods in January, 1857, caused serious loss, and the panic of that year, with the ensuing depression, proved more than the road could stand. Proceedings¹⁸ were begun in 1859 by the trustees of the fourth mortgage, and in August a receiver was appointed.90 The wonder was that such action had been delayed so long. The income of the road had been so far short of meeting current expenses that claims for labor²⁰, supplies, rents, and unpaid²¹ taxes, and judgments²² rendered against the company before the receivers were appointed, had mounted up to $741,510; while not only had interest on three mortgages fallen due in April, May, and June, but the principal of the second mortgage, amounting to $4,000,000, had matured. The settlement of claims and the reorganization of the company were put in the hands of J. C. Bancroft Davis and Dudley S. Gregory. Since the earnings²³ of the road were at so low an ebb²⁴, wisdom would have seemed to dictate²⁵ some scaling of the charges to correspond. This did not enter into the views of the trustees; instead, they proposed to give preferred stock for all unsecured indebtedness, to extend the principal of the second mortgage coming due, to exchange old common stock for new, to levy²⁶ an assessment²⁷ of 2? per cent on both classes of new stock, and with the proceeds of the assessment to pay all coupons²⁹ in arrears³⁰. Provision was made for the retirement³¹ of certain fourth mortgage bonds, and for a sale under foreclosure of that mortgage. By the arrangement no saving in fixed³² charges worth mentioning was secured; no sacrifice was demanded of bondholders; and, save for the payment of assessments³³ and the (new) stock given for floating debt, the stockholder’s position was not made worse. The scheme was an easy and temporary means of escape from an embarrassing position. Before the reorganization the bonds outstanding had amounted to $18,006,000, the stock to $11,000,000, and the unsecured indebtedness to $8,504,000. After reorganization the totals were: indebtedness, $17,953,000, and stock, $19,911,000 (of which $8,911,000 preferred); or a capitalization of $67,728 per mile. The road was sold in 1862, and the Erie Railway took the place of the original New York & Erie Railroad Company.

With 1864 began the career of the Erie as a speculative³⁴ Wall36 Street stock. Its large capitalization and the painful slowness with which its earnings grew kept the quotations³⁵ of its shares normally at a low figure and invited speculation³⁶; while the location of its lines tempted³⁷ more serious efforts to obtain control. Up to 1867 Daniel Drew was in power, while Commodore Vanderbilt spent his best efforts to drive him out; after that date Jay Gould and Jim Fisk became more and more prominent, and manipulated the Erie securities with enthusiastic regard to profits which they might derive³⁸ both from the Erie Company itself and from operators who wished to speculate in its stock. In the course of the abundant litigation to which Gould’s methods gave rise, various receivers were appointed; but the orders of appointment were subsequently vacated, and the receiverships were nominal¹³ only. The details of the Wall Street struggles have little interest for us here.91 But the result is of importance. In the eight years from 1864 to 1872, when Gould was turned out of Erie by General Sickles³⁹ and his English backers, the bonded indebtedness of the company increased from $17,822,900 to $26,395,000, and the common stock from $24,228,800 to $78,000,000; in the one case a growth of 48 per cent and in the other of 221 per cent, at a time when the mileage⁴⁰ increased 53 per cent and the net earnings but 22 per cent.92 No more disgraceful record exists for any American railroad. The stock was not issued for the sake of improving the road, and it was subsequently shown that the road was not improved; but it was thrown upon the market at critical times in support of bear operations by the Erie managers, while portions of it, on at least one occasion, were bought back with the funds of the company to aid speculation for a rise. The result was to ruin the credit of the Erie, and to make it the favorite tool of cliques⁴¹ of gamblers. The increase in bonds occasioned an unmistakable increase in fixed charges, which rose from 20 per cent of gross earnings in 1864 to 25 per cent in 1871, 21 per cent in 1872, and 30 per cent in 1873, while the purchase of worthless bonds of subsidiary roads, such as the Boston, Hartford & Erie, lessened⁴³ the assets without disclosing the real position to the casual observer.

In 1872 the control of Erie was taken from Gould through a vigorous campaign managed by General Daniel E. Sickles, and an37 “eminently respectable” board of directors was elected. Temporary relief was obtained from the use of $6,000,000, available from an issue of bonds previously⁴⁵ approved,93 and dividends⁴⁶, first on the preferred and then on both preferred and common stock were declared. Unfortunately the dividends were not earned; and this fact, which was suspected from the previous record of the company and the marvel⁴⁸ of its so early restoration to a dividend⁴⁷ basis, was shown in the statements of ex-Auditor S. H. Dunan, who resigned in March, 1874, alleging⁴⁹ that the accounts had been falsified to suit the company’s purposes, and that he was unwilling⁵⁰ any longer to be a party thereto.94 Investigations⁵¹ conducted by representatives of English bondholders showed that in the three years ending in September, 1875, the profits of the road had been $1,008,775 instead of $5,352,673 as stated in the company’s accounts; and the severity of this finding was scarcely mitigated⁵³ by the conclusion that in the opinion of the committee the dividends on the preferred stock at least were justified⁵⁴ by the books.95 At the same time the report of Captain Tyler, another English representative, laid emphasis on the necessity for a change of gauge, a double track, improvements in gradient, fresh extensions and connections, and other similar matters.

The real position of the company at the time was shown but too well by the frequency of strikes upon its road. Thus in February, 1874, a strike of freight brakemen on the Susquehanna division broke out, caused principally by an order to discharge one of the brakemen from each freight crew, leaving only three on a train; and at the same time there was a strike of the switchmen on some of the divisions owing to a decrease in pay. In March occurred a serious strike among the employees of the road in Buffalo⁵⁵, mainly on account of irregularity and delay in payment of wages, and, finally, in April, there was trouble both in the Susquehanna shops and in the Jersey⁵⁶ City freight yard over this same cause. The indications afforded by these troubles were borne out by the figures of the annual reports. The gross earnings of 1874 were $1,413,708 less than those of 1873,38 while the decrease in operating expenses was so slight as to reduce net earnings by nearly the same amount. If, now, there is deducted⁵⁷ from the net earnings of the years 1871–3, inclusive, the sum which the London accountants declared to have been improperly⁵⁹ reported as profits, there results an average of $4,175,699 net; or less than the net earnings for either 1864, 1865, or 1866, although the average charges for the years mentioned exceeded the average of the earlier period by $1,769,060 each year. These figures exclude the influence of the panic of 1873, which, as has been seen, caused a still further falling off in the earnings of the company. It was a time, moreover, when the Erie could not be content to sit still and wait, for competition was daily becoming more severe. By 1874 the Baltimore & Ohio, the New York Central, and the Pennsylvania had connections with Chicago, and the Erie was competing with them for business by means of traffic agreements with connecting lines. The next decade was to see the bitterest rate wars that the country has ever known; and the Erie, with its exceptional gauge and single track, was to compete with rivals of normal gauge, who were adding third and fourth tracks to the two which they already possessed⁶⁰. The one bright spot was the development of the coal traffic, which in 1874 formed the greatest item of the Erie’s tonnage, and was in a measure apart from the competition of other lines.

Suit was brought in July, 1874, for the appointment of a receiver. The complaint reviewed alleged⁶¹ improper⁵⁸ acts of the management in declaring dividends, in buying Buffalo, New York & Erie stock and sundry⁶² coal lands, and in issuing the new $30,000,000 mortgage before mentioned.96 In October the Attorney-General of New York instituted suit on nominally the same grounds; not, as he explained, in the expectation that the appointment of a receiver would be required, but in order that this action might be taken if the conduct of the directors should make it necessary. Still other suits were begun before the year was out.

Meanwhile the management was changed. Whether or not Mr. Watson, who had been president since 1872, had done all humanly possible to set the Erie on its feet, his administration was not unnaturally⁶³ in bad odor after the charges of Dunan and the report of the London accountants, to say nothing of the admittedly low39 earnings for the year 1874. An attempt was made to secure the very best man possible for the presidency⁶⁴, and to support him in necessary reforms, in the hope of some different results from those with which securityholders had become familiar. The man for the place was thought to be Mr. H. J. Jewett, a railroad man then in Congress from Ohio; and this gentleman was accordingly secured at an extremely liberal salary. Soon after his election a ten per cent cut in salaries was decreed, and an examination of the accounts of the stations along the line in behalf of the company was begun. It was too late, however, for the company. The business of the last of 1874 and first of 1875 was poor; floods in the spring damaged the property of the road, and rumors⁶⁵ of a receivership were rife⁶⁶. On May 22 a private meeting of stockholders in New York passed resolutions to the effect that the borrowing of money by the sale of 7 per cent bonds at 40 cents on the dollar, and other means adopted by the Watson administration, would inevitably⁶⁷ result in bankruptcy⁶⁸; that sound interest required that the money needed to pay interest should be raised by an assessment on the stockholders, and that the directors should be thereby⁶⁹ requested to open books to examination, and to invite stockholders to contribute voluntarily a sum sufficient to keep the company from immediate⁷⁰ failure.97 The proposal showed a proper spirit, but was impracticable. Four days later Mr. Jewett was appointed receiver on application of representatives of the Attorney-General and of the Railroad.98

This was the second receivership which the Erie had had to face, and the situation was materially worse than at the previous failure. According to the statement of President Jewett the funded indebtedness in May, 1875, amounted to $54,394,100, and the fixed charges to $5,059,828; while the net earnings for the previous nine months had decreased 13.4 per cent from the corresponding period for the previous year, and a serious deficit⁷¹ was in view. Temporary measures of relief had served but to drag the company further into the mire;99 and, most important of all, the causes for the existing difficulties40 were of a permanent nature, so that the future gave promise of still harder conditions than had existed in the past. What was needed was a reorganization which should undo⁷² the evil work of Gould, Fisk, Drew, and their associates, and which should secure the margin⁷³ of surplus earnings which the reorganization of 1859–62 had failed to provide. Perhaps the chief difficulty lay in the fact that the men who were responsible for the increased capitalization were not at all those on whom the brunt of reconstruction⁷⁴ would fall; for while the managers of the road had been Americans, the gullible⁷⁵ investors⁷⁶ had been Englishmen; and it was reported that much of the watered stock of the Gould régime had been unloaded on the English market.

Committees sprang up promptly⁷⁷. The most important of them were the English committees of bond- and stockholders, soon consolidated⁷⁹ under the chairmanship of Sir Edward Watkin. On August 7, Sir Edward left England on a visit of inspection⁸⁰, accompanied by Mr. Morris, counsel for the bondholders. Conference with the board of directors and with President Jewett followed, and a provisional scheme of adjustment was decided⁸¹ upon. In his report to his English constituents⁸² Sir Edward outlined the results. Current indebtedness, said he, was $42,180,075; estimated net revenues for the year ending in June last were $3,715,609; operating expenses had been for that year 79 per cent, due largely to the cost imposed by exceptional gauge, while the chief lines with which the Erie competed showed proportions of only from 60 to 66 per cent. Out of fourteen branches only three showed a profit above rentals⁸⁴, and pay-rolls had ordinarily been months in arrears. These facts were familiar; the remedy proposed was unfortunately familiar as well. “Let it be hoped,” said this English financier, “that the bond- and stockholders will have the courage now to submit to a period of self-denial, and will consent to pay their debts and complete essential obligations out of available net profits, the bondholders receiving in place of cash such equitable⁸⁵ obligations, realized out of surplus revenue in the future, as each, according to right of priority, may justly expect.”100 What could this have meant save an issue of stock or income bonds for coupons falling due, with the result of41 adding to the unwieldy capitalization of the road instead of reducing it as should have been done! For the rest, Sir Edward Watkin concluded with Mr. Jewett the following arrangement:

(1) Three nominees⁸⁶ of the bond- and stockholders’ committee proposed by Watkin were to take seats in the Erie board;

(2) Mr. Morris was to be associated with counsel for the receiver and for the company, and was to be regarded and treated as one of the professional agents and officers of the undertaking⁸⁷;

(3) Mr. Jewett was to transmit a memorandum⁸⁸ of his views on reorganization;

(4) Net earnings were to be retained for a while, and bondholders were to have a voice in their expenditure⁸⁹. Thus a vote was to be taken under the charge of the stock- and bondholders’ committee in London on the constitution of a committee of consultation⁹⁰, consisting of representatives of each class of bondholders and of preferred and ordinary stock, and that committee was to designate a special representative whose consent and approval were to be taken by Mr. Jewett in the expenditure of net earnings;

(5) Monthly reports of actual earnings and expenditures⁹¹, together with reports from the president and receiver, were to be regularly transmitted to the office of the committee in London;

(6) Bond- and stockholders were to be urged to give power of attorney and proxies⁹² to Watkin, or to such other person or persons as the above representatives of the bond- and stockholders should designate;

(7) Any scheme of reorganization was to include a provision giving bondholders a voting power.

On the above resolutions Jewett, with his board, and Watkin, with his committee, agreed to co?perate.101 Under the circumstances the increased power given the bondholders was both a natural and a just demand, and it is probable that Mr. Jewett’s prompt acquiescence⁹³ in it had something to do with Sir Edward’s advice to the securityholders “to rely on the honor, as I feel you may also upon the anxious labors⁹⁴ and full experience of the President and Receiver.”

The report did not go uncriticised. It was pointed¹⁹ out, first, that a majority of English proprietors⁹⁵ could not unhesitatingly share the confidence expressed in Mr. Jewett; second, that the first mortgage bondholders were well secured, and would surely refuse to fund42 their indebtedness; and third, that the payment of the floating debt, according to the Watkin plan, would simply create another debt of equal or greater amount due to the bondholders whose coupons were not paid. The only sound way, said a committee of bondholders in Dundee in a letter to the Watkin Committee, is resolutely⁹⁶ to shun⁹⁷ an accumulation of mortgage liabilities on the one hand, and on the other to give increased reality to the bonds and stocks of the company already existing as items in capital account, i. e. an assessment on the stock and a sweeping⁹⁸ reduction in the interest on the bonds secured by the second mortgage:—the first mortgage bonds are in different case—they represent investment of cash instead of mere⁹⁹ water, and even if foreclosure is difficult, they have beyond question an absolutely good security for the ultimate payment of both principal and interest.102

In September, 1875, a plan of reorganization was anonymously¹⁰⁰ put forward as follows: Instead of assessment on the shareholders¹⁰¹, it suggested the issue of 50 per cent more common stock; one new share for every two shares then existing. If a price of $25 per share could be obtained a total of $10,000,000 cash would be thereby secured. Besides the new stock issued bond- and preference-holders⁹ were to capitalize their interest for two years in bonds or shares bearing their present priorities. This funding should yield $8,000,000; and the $18,000,000 in all obtained was to be expended¹⁰² on the road over the next two years, during which period the new shares were to be paid up by half-yearly instalments. With the line furnished and equipped as proposed, continued this optimistic plan, the working expenses could be reduced from 79 per cent to 60 per cent, and the traffic within three years would be at least $24,000,000 per year, affording a net revenue of $9,600,000 per annum, sufficient to meet all bond and preference liabilities and to leave 3 per cent for the ordinary charges.103 The all sufficient criticism to this plan was that it required too great a combination of favorable circumstances to ensure its success. In some respects, however, it was not unlike the plan ultimately adopted.

Two months later appeared a plan by Mr. John C. Conybeare, an English bondholder, which was superior to the foregoing in that it proposed an assessment, and made some slight provision for an43 ultimate reduction in fixed charges. Mr. Conybeare proposed to assess preferred stock $11 and common stock $9. Payment of the assessment was not to be compulsory¹⁰³, but was to have the effect of giving to the stock which did pay a right to dividends before anything should be received by that which did not pay. Shares of the company by the plan would thus have ranked as follows:

(1) Preferred shares on which assessment had been paid, entitled to 7 per cent dividends before any other dividends were paid.

(2) Preferred shares on which no assessment had been paid, with rights inferior to the preferred A shares, but superior to the common shares.

(3) Common stock on which assessment had been paid, entitled to 4 per cent before further dividend on the common.

(4) Unprivileged, unassessed common stock which was to take what there was left.

In addition there was to be a pre-preference 8 per cent stock, ranking before all the above, which was to be issued to exchange in part for second preferred and convertible¹⁰⁴ bonds. First consolidated bonds and sterling¹⁰⁵ bonds of 1865 were to accept one or two per cent of their 7 per cent interest in bonds, secured perhaps by the coal property of the company, while the second consolidated and the convertible gold bonds were to receive 4 per cent in gold and 3 per cent in the new pre-preference stock as above. To the obvious possibility that the stockholders would refuse to pay an assessment the plan opposed no remedy. In this case the very moderate amount of interest funded would have been the only relief secured.104

These plans were, however, but preliminary to the elaborate Watkin scheme which appeared in December. The most prominent feature herein was, as previously indicated, the funding of coupons, both those past due and those to become due for a time into the future. Given net earnings sufficient to meet fixed charges, the postponement¹⁰⁷ of interest by this plan would obviously have released revenue with which to make needed improvements on the road. This funding was to be, however, limited to the first consolidated 7s, convertible sterling 6s, second consolidated 7s, and convertible gold 7s; the six earlier issues were to be left untouched. One permanent reduction was also to be made, in that for the second44 mortgage and convertible 7s were to be given two classes of ninety-year gold bonds: the first for 60 per cent of the principal, with interest at 6 per cent, and payable¹⁰⁸ in bonds of the same class from the dates of default until March, 1877, and thereafter in gold; the second for 40 per cent of the principal, carrying 4 per cent until 1881 and thereafter 5 per cent, payable only out of net earnings. To start the company on its way and to meet present obligations an assessment was proposed of three dollars on the preferred and six dollars on the common stock, in return for which 5 per cent income bonds were to be given; while finally the dividends on the preferred stock were to be reduced from 7 to 6 per cent, and foreclosure was contemplated¹⁰⁹, so that the opposition¹¹⁰ of an irreconcilable¹¹¹ minority might be more easily overcome.105 According to the figures in the Watkin plan, the old and new capitalization and interest compared as follows:

The amount of capital stock was unchanged.
Total bonded indebtedness     Principal     Interest     ?
Before reorganization,     $54,394,100     $4,073,106     ?
After reorganization,     ?61,330,241     ?4,139,240     ?
Increase     ?$6,936,141     ?? $66,134     ?

Indebtedness on which interest was obligatory¹¹²:
      Principal     Interest     ?
Before reorganization,     $54,394,100     $4,073,106     ?
After reorganization,     ?46,634,134     ?3,316,238     ?
Decrease     ?$7,759,966     ? $756,868     ?

The net earnings for 1874–5 had been $3,715,609, and those from 1871–3 inclusive, with the deductions¹¹⁴ declared proper in the report of the London accountants, had averaged $4,175,699 each year, so that a safe margin seemed to intervene. The extent of the margin depended, however, on the fixed charges, such as rentals, over and above interest on the funded debt; and although it was proposed to cancel burdensome leases and contracts the actual leeway after 1880 was to be very small indeed. To speak briefly, the plan was definite but not sufficiently¹¹⁶ radical¹¹⁷ to meet conditions which were likely to arise. In counting upon the ability of the company to spare considerable sums from revenue for improvements during the next few years, it was leaning on a broken reed; in increasing the nominal45 amount of bonded indebtedness, it was making a step in the wrong direction; and by interposing additional claims on earnings while leaving the volume of stock the same, it took from the stockholders any very lively interest in the road’s future welfare. The plan was nevertheless accepted by the English securityholders, subject to such modifications¹¹⁸ as might afterwards be found desirable.106

The next step was to obtain the unanimous acceptance of this Watkin scheme. Messrs. Robert Fleming and O. G. Miller¹²⁰ were accordingly sent to New York in February, 1876, to consult with the officers of the company and the securityholders in America. No very vigorous interest was taken on this side, but the Erie directors appointed a committee to confer with the English representatives, and discussions took place for something over a month. The committee criticised the plan proposed from the point of view of the stockholders; they maintained that it would destroy all their interest in the property unless they made further sacrifices, which they were unable to do, and suggested that the funding of from four to eight coupons by the first consolidated, gold convertible, and second consolidated bonds was all that would be needed to put the road in a prosperous condition, provide for steel rails, and for the narrowing of the gauge.107 This was so plainly inadequate¹²¹ that it is a matter of surprise that it was entertained by the English committee; and even they insisted that the stockholders agree to put a majority of the $86,000,000 of stock in the hands of the bondholders as a preliminary, and would do no more than lay the proposal before their constituents.

On their return home in April Messrs. Miller and Fleming stated that the essential conditions to a successful reorganization were:

(1) An effective control of the management by the real owners,—the bondholders;

(2) The restoration of the equilibrium¹²² between the compulsory interest charge on the mortgage debt and the minimum net earnings;

(3) A change of gauge from 6 ft. to 4 ft. 8? in.108

“The foreclosure scheme of the committee” (Watkin plan), said they, “is certainly the soundest plan and would doubtless be preferred by those shareholders who really care for the welfare of their property.” Then referring to the directors’ plan, “If it were possible to present to the bondholders the scheme of proceeding¹⁷ by46 amicable¹²³ arrangement as practicable, and therefore as presenting a real alternative for their acceptance, we should suggest to you at the same time to lay the option before them. We feel, however, that that scheme can only be regarded as such an alternative when stockholders enough have signified their willingness to vest their shares in trustees on the footing of it, and so secure an effectual control to the bondholders for a certain period. We must, therefore, content ourselves for the present with suggesting that the committee should proceed with vigor⁴⁴ in the direction of foreclosure, at the same time inviting¹²⁴ the stockholders to signify their willingness to vest their stock in trustees as above mentioned.”109

The suggestion of the directors was the last alternative plan proposed, and from April, 1876, the only question was how to perfect and carry through the Watkin plan. As eventually put forward, this differed in a few points from its form as earlier announced. The fundamental principle was still the funding of coupons of the first and second consolidated and the convertible bonds. Of these the first consolidated mortgage and sterling 6 per cents were now to fund alternate coupons from September 1, 1875, to September 1, 1879, instead of funding all coupons to March 1, 1876, and receiving cash thereafter: and whereas in the earlier plan mortgage bonds of the same class had been given for funded interest, the later plan created special issues of funded coupon²⁸ bonds, secured by deposit of the funded coupons, and bearing the same interest as the first consolidated bonds themselves. A more serious difference appeared in the treatment of the second mortgage and the gold convertibles¹²⁶. It will be remembered that it had been proposed in December, 1875, to exchange these for two classes of new bonds, of which 60 per cent were to bear interest at the rate of 6 per cent and 40 per cent were to consist of 4 per cent income bonds. The new plan did away with this permanent reduction in fixed charges. Instead, the second consolidated and convertible gold bonds funded alternate coupons from June 1, 1875, to December 1, 1879, and received a new 6 per cent bond for the principal of their holdings, and funded coupon 6 per cent bonds for the interest thus postponed¹²⁷; the new mortgage bonds not having the right of foreclosure until after default for six successive interest periods (3 years). The funded coupon bonds were47 to be funded at the existing rate of interest on the second consolidated and convertible bonds, i. e. 7 per cent, so that the reduction in interest was compensated¹²⁸ for by the greater volume of securities given; and both classes of these coupon bonds were to bear lower interest at first than that to which they would ultimately attain¹²⁹. The assessment proposed in 1875 was retained in 1876, except that stockholders were given the choice of paying $6 on common and $3 on preferred stock and obtaining therefor income bonds, or of paying $4 on common and $2 on preferred and receiving nothing but new stock, dollar for dollar for their old.110 One-half of the shares of the new company (after foreclosure) were to be issued in the name of one or more sets of trustees, who were to hold them to vote on until a dividend had been paid on the preferred stock for three consecutive¹³⁰ years. Provision was made for an issue of $2,500,000 in prior lien¹³¹ bonds, to take precedence of the remainder of the second consols, the proceeds to be applied¹³² to capital requirements. Voting power was conferred on the first and second consols, funded income bonds, prior lien bonds, and income bonds, in all about $57,000,000; one vote to every $100 of bonds.111 The property of the company was to be foreclosed by or under the direction of certain reconstruction trustees, for the choice of whom careful provisions were inserted.

Divested¹³³ of all complications, what this reorganization plan proposed for the salvation¹³⁴ of the property was the funding of the coupons on four classes of bonds from 1875 to 1879; the reduction of the interest to be paid on $25,000,000 second consolidated and convertible 7s one per cent per share; and the raising of a certain amount48 of cash by assessment upon the stockholders; while it dropped the one point of the earlier plan which might have given a key to the solution of the whole problem, viz. the exchange of mortgage and income bonds for the old second consolidated in the ratios respectively of 60 per cent and of 40 per cent. When we remember the desperate straits to which the company had been reduced, the permanent relief seems slight enough; and given the fact, which proved but too true, that the net earnings were to fall off until the road was little more than able to meet the alternate coupons which it was obliged to pay in cash, it appears to have been nothing at all. If we suppose no changes to have occurred in capital account between 1878 and 1883 save those provided for in the plan of reorganization itself, a comparison of the two periods would have stood as follows:
Before reorganization     Principal     Interest     ?
Sterling convertible 6s,     ?$4,457,714     ? $267,463     ?
First consolidated 7s,     ?12,076,000     ?? 845,320     ?
Convertible 7s,     ?10,000,000     ?? 700,000     ?
Second consolidated 7s,     ?15,000,000     ?1,050,000     ?
      $41,533,714     $2,862,783     ?
Old Mortgages,     ?13,155,500     ?? 921,062     ?
Guaranteed bonds, etc.,     ??6,003,360     ?? 449,411     ?
      $60,692,574     $4,233,256     ?
Rentals,           ?? 742,226     ?
            $4,975,482     ?
After December 1, 1883     Principal     Interest     ?
Consolidated 7s,     $20,005,794     $1,400,405     ?
Consolidated 6s,     ?33,516,666     ?2,011,000     ?
      $53,522,460     $3,411,405     ?
Old bonds,     ?13,155,500     ?? 921,062     ?
Guaranteed bonds, etc.,     ??6,003,360     ?? 449,411     ?
Rentals,           ?? 742,226     ?
      $72,681,320     $5,524,104     ?
Total before reorganization     ?60,692,574     ?4,975,482     ?
Increase,     $11,988,746     ? $548,622     ?

It thus appears that this reorganization plan contemplated an immediate increase in the cumbrous capitalization of the company to the amount of nearly $12,000,000, and an eventual¹²⁵ increase in fixed charges of over $500,000. It offered no reasonable assurance that the solvency¹³⁵ of the company could be maintained under the49 average conditions existing in the past, and left no margin for contingencies¹³⁶ of any kind. The trouble lay in the unwillingness¹³⁷ of bondholders to sacrifice any part of their holdings to meet difficulties caused largely by inflation over which they had had no control. This reluctance¹³⁸ was natural,—it should have been met, however, by the realization¹³⁹ that the question was now of the future and not of the past, and that the best interests of the bondholders themselves demanded a reconstruction sufficiently radical to leave no doubt of the ability of the new company to pay its debts.

The plan adopted, foreclosure was in order, and suits which had been begun as early as 1875 were taken up and pushed. In November, 1877, a decree of foreclosure under the second consolidated mortgage was obtained, appointing a referee¹⁴⁰ to conduct the sale, and providing for the sale of the road to representatives of the bondholders in case they made the highest bid. The opposition, which had not been able to prevent the approval of the plan, now appeared with a multiplicity of suits to prevent its consummation. In January, 1878, demands were made to secure a re-accounting from the receiver, and the reopening of an earlier suit of the people against the Erie which had been previously discontinued. On January 18 the postponement of the sale to March 25 was obtained. On January 19 a suit demanded the removal of Receiver Jewett, making sweeping charges of fraud; and on January 30, in still other proceedings, Mr. Jewett was arrested on a charge of perjury¹⁴¹ for swearing to incorrect statements in the annual report to the state engineer;—a culmination¹⁴² as disgraceful as it was absurd. In February a suit in Orange County, New York, demanded the removal of the receiver, and the appointment of a special receiver during the pendency of the action, with an injunction to prevent the sale of the road. In March a petition of one Isaac Fowler, a stockholder, for permission to examine the company’s books, was granted; argument was heard on the petition of James McHenry to intervene in the foreclosure suits and further to postpone¹⁰⁶ the sale; the application of Albert Betz and others to be made parties was granted; and postponement of sale to April 24 obtained. Last of all, on April 23 and 24, arguments in behalf of John F. Brown and F. W. Isaacson were heard, asking for postponement to a still later date. The litigation availed nothing. Judge Potter in the Brown suit held that50 the courts could relieve against any injustice¹⁴³ occasioned by the sale, and on April 24 the property of the Erie Railway was sold for $6,000,000 under foreclosure of the second consolidated mortgage.112 The new corporation formed to take over the railroad was called the New York, Lake Erie & Western Railroad Company, and had its articles of incorporation¹⁴⁴ regularly filed at the office of the Secretary of State. Mr. Jewett was elected president. In May the receiver was discharged,113 and a new stage in the history of the road began.

For about seven years the Erie was to be free from the necessity for further reorganization. This result, unexpected from the nature of the adjustment of 1878, was due to the vigorous policy of Mr. Jewett, first, in developing the coal traffic for which the Erie was well located; second, in improving the condition of the road; and third, in securing connections with Chicago.

For some time the Erie had been a considerable carrier of coal and a large owner of coal lands as well. In 1877, the first year in which the figures were separated in the annual report, roughly 273,000,000 out of 1,113,000,000 ton miles reported, or something over one-quarter, were due to the carriage of coal; and $2,697,776 out of a total of $10,647,807 of the freight earnings came from that business. The lands owned by the company consisted of 8000 acres in fee, and large tracts¹¹⁵ in leasehold¹⁴⁵ and mining rights in the anthracite territory in the northeast corner of Pennsylvania; together with 14,000 acres in fee and 13,000 acres of mining rights in the bituminous territory in the northwest portion of the state.114 Mr. Jewett felt that this property could be made of great value to the road, and it was under his administration as receiver that steps were taken to extend the holdings of bituminous land, and to control branch roads leading into the district. The result appeared in a remarkable¹⁴⁶ extension of the company’s business. While the total freight ton mileage from 1878 to 1884 increased 103 per cent, the ton mileage of coal increased 190 per cent, or nearly tripled; and while the gross earnings on ordinary freight grew from $7,950,031 to $11,687,520, those51 on coal increased from $2,697,776 to $5,437,000. At the same time McKean County, directly north of the coal lands, and containing large tracts purchased by the Erie in the course of its other negotiations¹⁴⁸, turned out to be an abundant oil-producing district, and made the Bradford branch, which tapped it, Erie’s most valuable collateral¹⁴⁹ property.115

It was partly because of the success of the policy in respect to coal lands that the Erie was enabled to spend large sums in the improvement of its road. In the six years from 1878 to 1883 the company put nearly $14,000,000 into improvements of the road, property and equipment, and of this about one-half was paid out of surplus earnings. In December, 1883, alone, $304,565 were spent, and in the three succeeding months nearly double that amount; making a total of nearly $1,000,000 in the four months previous to April, 1884. The money went toward reducing grades, straightening curves, increasing weight of rails, etc., including the completion of a third rail to Buffalo by which the serious disadvantage of an exceptional gauge was removed. Its result was seen in the decrease in the ratio of operating expenses from 75.13 in 1875 and 77.16 in 1876 to 64.78 in 1883; and in the rise of net earnings per ton mile from .251 cents to .261 cents, while the gross earnings per ton mile decreased from 1.209 cents to .780 cents. No policy which the Erie managers pursued met a more crying need, and none did so much toward maintaining the solvency of the company.

The project of controlling a line of their own to Chicago was brought actively¹⁵⁰ to the attention of the Erie managers by the danger of being cut off from a connection with that city. The original line of the Erie had run to Dunkirk on Lake Erie, from which a branch to Buffalo had soon been built. For western traffic the Erie had had to rely largely on the Atlantic & Great Western (later the New York, Pennsylvania & Ohio), which connected with the main line at Salamanca, New York, and extended by 1884 west to Dayton, Ohio. In 1857 the Erie first leased this property. Placed in receivers’ hands in 1869, the Atlantic & Great Western was re-leased to the Erie on January 1, 1870; sold July 1, 1871, it was again leased to the Erie in May, 1874, only to enter upon a new receivership on December 9 of that year. The persistent¹⁵¹ attempt to control the road52 showed the value which the Erie placed upon it, and in fact it was invaluable¹⁵² as a link in a prospective¹⁵³ line to the West. Even while the leases were in force, however, the Erie lacked that connection of its own with Chicago which seemed necessary to make it a successful competitor for trunk-line business. In 1882 it was forwarding passengers over not less than five different routes, over no one of which could it feel assured of the continuance of contracts of a favorable nature. In 1881 Mr. Jewett relieved the situation by acquiring control of the franchise¹⁵⁴ of the Chicago & Atlantic Railway, extending from Marion, Ohio, on the line of the New York, Pennsylvania & Ohio towards Chicago, and soon after he entered into a contract with certain private parties for construction of the road. In 1883 he executed a new lease of the New York, Pennsylvania & Ohio, which he hoped would secure for the Erie permanent control of the property, and about the same time (1882) he purchased a controlling interest in the stock of the Cincinnati, Hamilton & Dayton, which extended the Erie system to the important city of Cincinnati. These operations put the Erie upon a footing which was secure so long as the obligations which they entailed¹⁵⁵ could be met, and showed a broad-minded appreciation¹⁵⁶ of strategic necessities. The terms of the arrangement with the Chicago & Atlantic were as follows: For the construction of the road the Erie agreed to give to the directors the entire proceeds of the mortgage bonds of that branch ($6,500,000), and its entire capital stock ($10,000,000); making an aggregate¹⁵⁷ of $61,710 per mile of line. The proceeds were, however, to be deposited with the president of the New York, Lake Erie & Western in trust, together with certain subsidies¹⁵⁸ which had been voted by the counties and townships along the line, and upon him was to devolve the duty of seeing to the proper application thereof; and besides this, 90 per cent of the stock was to be deposited and an irrevocable proxy¹⁵⁹ given thereon for the thirty years’ life of the bonds.116 The obligation which the Erie assumed amounted in practice to guaranteeing that the road should be constructed for the sum provided, and that interest on the bonds should be paid. In leasing the New York, Pennsylvania & Ohio the Erie involved itself more heavily. As lessee¹⁶⁰ it agreed to pay the minimum sum of $1,757,055 yearly (the net earnings of 1882); the actual rental⁸³ to be 32 per cent of all gross earnings53 up to $6,000,000 and 50 per cent of all gross earnings above $6,000,000, until the average of the whole rental should be raised to 35 per cent, or until the gross earnings should be $7,200,000. If 32 per cent of the gross earnings should ever be less than the $1,757,055 to be paid yearly, then the deficiency was to be made up, without interest, out of the excess in any subsequent year. Out of the rental the New York, Pennsylvania & Ohio was to pay the interest on its prior lien bonds, the rentals of its leased lines, the expenses of maintaining its organization in Europe and America, and for five years a sum of $260,000 each year to the car trust.117 Finally, in purchasing the Cincinnati, Hamilton & Dayton, the Erie gave to the holders of the $2,000,000 of stock which it bought beneficial certificates to the amount of $1,500,000, on which it agreed to make good any failure of the Cincinnati company to pay 6 per cent per annum.

But though the Erie managers did their best with the conditions which they were called upon to face, they were unable to hold the company up under the enormous capitalization and heavy charges left by the reorganization of 1874–8, at a time when rate wars were sapping its resources, and when contracts which it was being forced to make were entailing¹⁶¹ an annual loss.118 In spite of the declaration of sufficient dividends on the comparatively small amount of preferred stock to terminate the voting trust, it is certain that for most of the years from 1874 to 1884 the solvency of the road was a precarious matter, and that there never was a time when any considerable falling off in earnings or any severe shock to its credit would not have driven it to the wall.

Such a shock was preparing in the early months of 1884. For some weeks before the last of April there had been a tendency for the quotations of Erie securities to fall; no reason was assigned, but it was hinted that default might be made in the payment of the June interest on the second consols, and that a receivership was not unlikely. This weakness was accompanied, and perhaps accentuated,54 by a strike of the brakemen on the New York, Pennsylvania & Ohio in consequence of an order reducing the number of brakemen on each train from three to two. The truth of the matter came out in May, when the failure of the Wall Street firm of Grant & Ward both precipitated¹⁶² a stock exchange panic and laid bare the straits to which the company had been reduced. Investigation⁵² showed that a large floating debt had been piling up for four principal purposes: First, advances to the Chicago & Atlantic Railroad; second, advances for coal mines; third, advances for improvements on the Hudson River at Weehawken; fourth, equipment instalments.119 Attempts to raise funds to cover the debt had resulted in the negotiation¹⁴⁷ of promissory short time notes with the firm of Grant & Ward, for which $2,500,000 of Chicago & Atlantic second mortgage bonds had been deposited as security. The company had been attracted to Grant & Ward by their offer to purchase and dispose of Chicago & Atlantic bonds at a price 15 per cent above that offered by any other parties;120 and had trusted so implicitly¹⁶³ in their integrity as to deposit notes and collateral for its short time loans detached and independent, one from the other, so that Grant & Ward were able to, and did, fraudulently raise money upon them to an amount much larger than the advances they had made. The losses entailed by the transaction were serious, and the blow to Erie’s credit was even more severe. The floating debt which had been so hard to carry became doubly menacing now that the possibility of further short time loans was practically cut off; and to cap the climax¹⁶⁴, the earnings for the first half of the year 1884 showed an unusually large decrease with the cessation of the fall business. Under these circumstances it was the part of wisdom to take advantage of every loophole of escape, and the peculiar¹⁶⁵ provisions of the second consolidated mortgage, denying to these bonds the right of immediate foreclosure in case of default, were turned to for relief. It will be remembered that by the terms of the reorganization of 1878 no right of action was to accrue¹⁶⁶ to the second mortgage bondholders until on each of six successive due dates of coupons (three years) some interest secured by the second indenture¹⁶⁷ should be in default. This being the case the Erie directors decided to pass the June interest on these bonds. “As a general rule,” said they in a circular, “the business55 and earnings of the company are much less for the first half than for the last half of the year. The falling off in earnings for the first six months of the previous year has been unusually large. The coupons of the second consolidated mortgage bonds are due and payable on the first of June prox.... Under ordinary circumstances the board might at the present as on the former occasions provide to some extent for the deficit of the first six months, relying on the usual increase in earnings of the last half of the year, but in the present depressed¹⁶⁸ condition of the business of the country and of the earnings of this company, as well as of others, the board does not feel at liberty to deal with anything but the business and earnings as now ascertained¹⁶⁹, and therefore deems it wise to accept the provisions of the mortgage as the lawful¹⁷⁰ rule for their government in the existing emergency....”121

However necessary the action, the bondholders of the company could not have been expected to receive it quietly; and naturally again, the indignation was intense among the English securityholders, to whom, more than to any one else, the existing situation was due. In June, 1884, a meeting of stockholders of the company was held in London, at which much complaint was made of the fall in value of the securities of the company, and an inquiry¹⁷¹ into the management was demanded. A committee was appointed, and two of its members, Messrs. Powell and Westlake, landed in New York July 15, with protestations of a friendly spirit toward all concerned. The situation was not encouraging. The day before their arrival President Jewett had offered his resignation, and the directors were busy selecting his successor; a large floating debt was demanding most vigorous attention, and confidence in the company was at a low ebb. Beyond a doubt the raising of a large amount of cash, $4,000,000 to $5,000,000, was a pressing necessity, and the English representatives were anxious to make it plain that at least a fair share of this should come from American as well as from English bondholders. Force of circumstances compelled them to give assurance that the money would be raised, and this done, Mr. John King accepted the position which Mr. Jewett professed¹⁷² himself ready to resign. Pending¹⁷³ the annual election Mr. King took the position of Assistant to the President.

56 On their return to London Messrs. Powell and Westlake reported the floating debt to be as follows:
Unpaid coupons, June 1, 1884,     $1,007,922     ?
Balance of actual and early maturing liabilities other than the June 1 coupons over and above cash in hand and money assets considered good and available,     $4,447,316     ?

“All the purposes, the expenditures on which have caused the floating debt,” said they, “seem to us to have been in themselves wise and politic¹⁷⁴, but the piling up of a large floating debt for even the best of purposes is always more or less imprudent and dangerous. The company’s credit might have borne the strain of the panic, but it was broken down by the Grant & Ward disaster, and the funding of its floating debt is now indispensable.... We have suggested to the president and directors, and now recommend to the committee that an effort should be made without delay to raise a permanent loan on the securities available for a total of $5,000,000.”122 This, it will be observed, was the old remedy. Inability to meet current expenses was to be removed by capitalizing the debts which this inability had caused.

The year 1885 was taken up with suits brought against the Erie by certain of its branch lines. In February the directors of the Buffalo & Southwestern Company brought suit to recover $345,000 interest defaulted during the previous January. The complaint alleged that the Erie was insolvent¹⁷⁵, and asked that it be restrained from using the gross receipts of the road until the default should have been made good. The Erie paid the back interest, but in July, after another default, an injunction was obtained forbidding it to divert any part of the earnings received or to be received from this property. It was recited that on May 24, 1881, the Buffalo & Southwestern had been leased to the Erie for 35 per cent of the gross earnings, subject to certain deductions; that the Erie had delayed payment of the rental due in January, 1885, and had refused to pay that due in July, 1885, but that it was still receiving the gross earnings of the plaintiffs’ road, and had applied these to the payment of its debts other than the rentals of this road.123 In November, after57 the Erie’s other troubles were settled, the litigation was terminated by an agreement to reduce the Buffalo & Southwestern rental from 35 per cent to 27? per cent. Other suits arose, directly or indirectly¹⁷⁶, because of the control which Mr. Jewett maintained as trustee of the stock of the Chicago & Atlantic and the Cincinnati, Hamilton & Dayton railways even after his resignation from the Erie Company. On the one hand President King was anxious to repossess himself of these important branches for the Erie, and on the other Mr. Jewett was not disinclined to do what damage he could to the managers who had succeeded in supplanting¹⁷⁷ him. In the matter of the Chicago & Atlantic Mr. Jewett gained the first victory in a temporary injunction forbidding the Erie to divert traffic from this line contrary to contract. This injunction was soon, however, substantially vacated, and President King in his turn obtained a decision that Jewett had been made trustee of the Chicago & Atlantic simply because he had been at the time vice-president of the New York, Lake Erie & Western Railroad Company and could be relied upon to control the road as the western outlet¹⁷⁸ of the Erie. A receiver was subsequently appointed and the road reorganized as the Chicago & Erie Railroad Company, the Erie agreeing to guarantee payment of its first mortgage bonds, and receiving in return the $100,000 of capital stock and $5,000,000 in income bonds, besides $2,000,000 first mortgage bonds which were in part payment of old advances.124 In his action concerning the Cincinnati, Hamilton & Dayton President King was less successful; and Mr. Jewett was sustained in his refusal to deliver proxies for the stock held to the larger company. The result was to turn the Erie to the Big Four, upon which, instead of upon the Dayton road, the management was for some time to rely for an entrance into Cincinnati.

During these various contests the suggestions of the English committee were not lost to view, and in the latter part of 1885 they crystallized into definite propositions. The floating debt then consisted of two parts: first, the defaulted coupons on the second consolidated bonds; and second, the current liabilities accumulated for the purposes before described. The relief proposed was likewise in58 two parts, and involved the issue of a 5 per cent mortgage, secured by deposit of the second consolidated coupons maturing and to mature in June and December, 1884, June, 1885, and June, 1886, and a 6 per cent mortgage upon the property of the Long Dock Company, comprising the valuable terminals of the Erie at Jersey City.125 The funding of the coupon issue proved simplicity¹⁷⁹ itself; the funded coupons were exchanged for bonds of the new gold mortgage, which were to be redeemable¹⁸⁰ at 105 at the pleasure of the company.126 By the end of 1886 these bonds had been accepted by the holders of $32,982,500 of the outstanding $33,597,400 of the second consols, and $3,957,900 of them had been issued. Dealing¹⁸¹ with the Long Dock Company was slightly complicated by the fact that 8000 shares of that company were pledged as part security for the issue of Erie collateral bonds. To free them $800,000 in cash were deposited with the trustee of the mortgage, which were in turn employed by him to pay off $727,000 of the 6 per cent collateral bonds, thus reducing the interest charge on that issue $43,620 per annum. This done, the Long Dock Company extended the lease of its property and franchises¹⁸² to the Erie to 1935 at a rental of $480,000 per annum, and contemporaneously therewith placed a consolidated mortgage upon its property to secure $7,500,000 of 50-year 6 per cent gold bonds; of which $3,000,000 were reserved to retire existing indebtedness, and the proceeds of $4,500,000 were paid to the Erie for the cancellation¹⁸³ of its floating debt. The total result was to increase fixed charges by $270,000 of interest at 6 per cent on the Long Dock bonds, and by $197,895 on $3,957,900 of the new funded 5s, less the reduction of $43,620 on cancelled collateral bonds; leaving a net increase of $424,275.127 For its ingenuity¹⁸⁴ the scheme was to be admired; from any other point of view it was to be condemned¹⁸⁵ as another example of that borrowing to pay interest which had brought the Erie to its existing straits. The incapacity of the creditors¹⁸⁶ of the company to realize that continued borrowing of money to pay current obligations was only to ensure repeated bankruptcy seemed complete.

59 After this new “salvation,” the Erie started once more on its laborious¹⁸⁷ attempt to pay interest on its outstanding bonds. From 1887 to 1892 the business increased somewhat, and despite a decrease in the average receipts per ton mile128 a gain of about $4,700,000 in gross earnings was secured; from which is to be deducted an increase of $310,996 in fixed charges, and of $4,076,111 in operating expenses.

The prohibition¹⁸⁸ of pooling in 1887 affected¹⁸⁹ the company unfavorably. Previous to the passage of the Interstate Commerce Act the other lines had been paying it an annual average of $42,500 on west-bound business from New York for shortages under the operation of the trunk-line pool, besides about $88,000 annually¹⁹⁰ on east-bound dead freight and $19,770 on live stock. These payments ceased when the Act was passed, although a differential on west-bound traffic was subsequently allowed.129 But the leakage¹⁹¹ which was most apparent lay in the large rental and heavy operating cost of the New York, Pennsylvania & Ohio. It will be remembered that the Erie had leased that road for 32 per cent of the gross earnings when earnings were $6,000,000 or under, and 50 per cent when they should be above that figure. In 1887 this was amended¹⁹² so as to provide that for every increase of $100,000 over $6,000,000 in the gross earnings the Erie should pay to the lessor an additional one-tenth of one per cent of such gross earnings until the gross earnings should be $7,250,000, and the rental 33? per cent, after which the percentage was not to increase.130 Under the old lease the Erie had guaranteed to carry over the line 50 per cent of all its east-bound and 65 per cent of all its west-bound through traffic—under the new lease, these maxima were increased to 55 per cent and 70 per cent; but even this failed to make the branch road pay. Its grades were high, its equipment and sidings were limited, its cost of operation was well above 68 per cent; and the increase in tonnage provided for emphasized each and every disadvantage. Up to 1893 the results of operations were as follows:

60
            Loss     Profit     ?
First 5 months to Sept. 30,     1883           $199,540     ?
Twelve months ending Sept. 30,     1884     ? $270,281     ?
      1885     ?? 239,820     ?
      1886           ??51,322     ?
      1887           ??91,965     ?
      1888     ?? 343,911     ?
      1889     ?? 331,134     ?
      1890           ??77,376     ?
      1891     ??? 19,586     ?
      1892     ?? 425,888     ?
      1893     ?? 197,106     ?
            $1,827,726     $420,203     ?
Net loss,           ?1,407,523     ?

It thus appears that the terms of the amended lease were in reality more onerous¹⁹³ than the contract which they succeeded, and that whatever the value of the branch as a feeder, its operation involved large and fairly regular deductions from the net income of the parent line. Emphasis on these facts was laid in the annual reports, and frequent demands were made that the New York, Pennsylvania & Ohio bring its road up to the standard of like connections of through trunk lines. Meanwhile improvements were imperative¹⁹⁴ on the Erie’s own lines: new equipment was needed, new rails and new motive⁴ power, and at the same time surplus earnings were somewhat less. The directors adopted the expedient¹⁹⁵ of allowing current liabilities to accumulate, and put $8,496,572 into the road from October 1, 1884, to September 30, 1892, of which $3,351,977 represented surplus earnings, $2,375,400 increase in bonded indebtedness, and the balance floating debt. In the matter of traffic policy they paid particular attention to the coal business, which, however, lost ground as compared with other freight, and to the local business, which it was the policy of the management to encourage. In 1890 the board declared that “the time had arrived when extraordinary expenditure for improvements and the necessities of the property were no longer necessary.”131 In 1891 3 per cent on the preferred stock was paid, the first dividend since 1884.132

From 1887 to 1893, with all its struggles, the Erie was continually61 on the verge¹⁹⁶ of failure. The capitalization in 1892 was at the enormous total of $163,607,485 on an operated mileage of 1698 miles, while fixed charges were $4993 per mile, and the available net revenue but $4830.133 Given, with this condition, a gross floating debt which amounted in 1892 to $9,163,166, and represented in a large measure the inability of the company to make necessary repairs, no further explanation is needed for the bankruptcy which soon took place.

Early in 1893 rumors were current that the Erie might be thrown into the hands of a receiver. The reports were vigorously denied, but on July 25, nevertheless, on application of the company itself, Judge Lacombe appointed President John King and Mr. J. G. McCullough as receivers of the property. The measure was taken to avoid the sacrifice of collaterals¹⁹⁷ deposited. “Within the last few weeks,” said President King, “during the severe money stringency¹⁹⁸ the floating debt of the Erie ... became impossible of renewal¹⁹⁹, and in order not to sacrifice the best interests of the company it was decided to place the road in receivers’ hands, and preserve the system intact, and preserve and develop the transportation business for the company.”134 The action occasioned no surprise, and there was even a disposition²⁰¹ to praise the management for having preserved the solvency of the company. “The company was bankrupt de facto when it passed to its new control,” says Mott, and “that the time when it must become bankrupt de jure was held off so long was a striking demonstration²⁰² of the tact²⁰⁰ and resourcefulness which the new régime had been able to bring to bear in the management of the company’s unpromising affairs, and in judicious²⁰³ shifting and manipulating of the heavy burdens Erie bore upon its chafed²⁰⁴ and weary shoulders.”135 What a receivership meant was a new opportunity to put the company upon a genuinely sound foundation, by providing new capital to pay off the floating debt and to allow for future additions and improvements, and by getting fixed charges to a point well within the road’s capacity to earn. We shall see what use was made of the chance.

The matter of reorganization was set about at once. On January 1 a plan appeared, prepared, at least nominally, by a special62 committee chosen by the directors,136 and backed by the well-known firms of Drexel, Morgan & Co. of New York and J. S. Morgan & Co. of London.137 By its terms no mortgage senior to the second consolidated mortgage was to be disturbed save the first mortgage, which matured in 1897. The bonds to be dealt with were thus reduced to $41,481,048, besides which provision had to be made for the floating debt and for future capital requirements. The plan proposed to authorize¹¹ a blanket mortgage of $70,000,000 at 5 per cent, of which $33,597,000 were to exchange at par³ for the 6 per cent second consolidated bonds and funded coupons thereof, $4,031,400 to exchange for the funded coupon bonds of 1885, and $508,008 for the income bonds. Of the balance, $6,512,800 were to be reserved to settle with the old first lien and collateral trust bonds, $15,915,208 to supply capital requirements in the future, and $9,915,208 to be offered for subscription⁷ in order to pay the floating debt. The new management did not conceive that these last bonds could be sold to advantage in the general market, but imposed as a condition of the exchanges as above that second consols, funded coupon, and income bonds should subscribe²⁰⁵ at 90 to the extent of 25 per cent of their holdings; hoping that the grant of the right of immediate foreclosure upon default would induce the second consols to come in. Both these consols and the funded coupon bonds of 1885, it may be remarked, were to be kept alive and deposited with the trustee for the protection of the new bonds. Stated in tabular form the distribution of securities was to be as follows:
To acquire the existing second consols,     $33,597,400     ?
To acquire the funded coupons of 1885,     4,031,400     ?
To acquire the income bonds,     508,008     ?
For subscription as above,     9,915,208     ?
To acquire the old reorganization first lien and collateral trust bonds,     6,512,800     ?
To be expended for construction, equipment, etc., not to exceed $100,000 in any year, except that $500,000 might be used to acquire existing car trusts,     15,435,184     ?
Total,     $70,000,000     ?

The new mortgage was to cover the property of the New York, Lake Erie & Western, including its leasehold of the New York, Pennsylvania & Ohio, and the capital stock of the Chicago & Erie63 Railroad.138 There was to be no assessment, no syndicate to raise money, and no voting trust.

This plan was advanced as adequate to restore the prosperity of the company. Examination will show its weakness. It comprised two measures of relief: first, reduction of interest by one per cent on the second consolidated bonds; second, the settlement of the floating debt. The first might be thought to have been the kernel²⁰⁶ of the plan, and the reduction in fixed charges the principal thing aimed at. That it was not is shown by the fact that so liberal were the new bond issues that the total fixed charges after reorganization were to be greater than those before. The floating debt which remained had arisen from lack of funds with which to make current and necessary improvements and repairs. This debt was the immediate cause of the failure of the company, and its cancellation was the real purpose of the plan. The method proposed was a forced levy upon bondholders, but the levy took, not the form of an assessment, but that of a subscription to new bonds on which payment of interest was to be as obligatory as any other charge. The operation differed, therefore, from an ordinary sale of securities in the more favorable selling price which it assured. It did little, however, to lighten the burden which had crushed the company. The only bright spot in the plan was the provision for future construction and improvement, which, though involving a still further increase in indebtedness, was justified because these improvements would serve not only to maintain but to make greater the earning powers of the company. Finally, it was the peculiar effect of this plan that it put the pressure imposed upon the wrong parties: the second consolidated and other junior bondholders were to be forced to subscribe to the new issue, when in fact it was the stockholders who should have been turned to, and whom it was consonant²⁰⁷ with no sound principle of finance to spare. Other matters come out in the objections raised by bondholders.

Opposition to the plan was vigorously headed by men like Kuhn, Loeb & Co., E. H. Harriman, August Belmont, Hallgarten, Peabody, Vermilye, and others.139 In England a meeting of dissentients was held and a committee was elected;140 in America the first64 formal action was the dispatch of a letter to the Erie managers by opposing bankers which is important enough to be quoted in full.

“Consultations and comparisons of views have recently taken place,” said these gentlemen, “between the owners and representatives of the second consolidated mortgage bonds and other bonds of your company, to whom the proposition as detailed²⁰⁸ in your circular of January 2 is not satisfactory.... Your plan seems unjust, inasmuch as it demands a permanent reduction of interest on the bonded indebtedness for which no adequate equivalent is offered, and it levies²⁰⁹ a forced contribution upon the bondholders through the demand for a subscription to new bonds at a price considerably²¹⁰ over and above the market value these new bonds are likely to command, while the fixed charges proposed to be created appear to be considerably larger than, in the light of past earnings and experience, the property of the company can carry with safety.

“Instead of 5 per cent bonds, as provided in the published plan, 4 per cent bonds, in our opinion, should be issued, while for the interest to be surrendered the bondholders should receive an equivalent in interminable non-cumulative 4 per cent debentures²¹¹, interest payable if earned; the holders of the debentures to have sufficient representation in the management to protect them.

“The floating debt should be liquidated²¹² from the proceeds of an adequate amount of new 4 per cent bonds (and debentures if desirable), which shall be offered to the shareholders and bondholders at a price rather below than above the probable market value of the new securities, and under the guarantee of an underwriting syndicate.

“Provision should also be made to obtain the conversion²¹³ on fair terms of the reorganization prior lien bonds into the new bonds, so that it shall become practicable to secure the new 4 per cent bonds at once by a lien second only to the ‘Erie first consolidated 7 per cent bonds’; the new 4 per cent bonds to be issued under a general mortgage to an amount sufficient to provide for future additions and improvements, and with adequate provision for the taking up of the underlying²¹⁴ bonds, and the issue of 4 per cent bonds in their stead.... Any plan now adopted for the readjustment of the finances of your company should seek, as its first object, to reduce the permanent charges so well within the earning capacity of the property65 as to make another default in the future an improbability.... We trust this communication will be received in the spirit in which it is submitted.”141

The directors refused to modify their plan, and the bankers, therefore, notified them of the election of a protective committee.142 On March 6 a meeting of stockholders approved the plan, and the same week Messrs. Drexel, Morgan & Co. gave notice that, having received deposits of a majority of each class of bonds, they had declared the plan operative as announced.143

Defeated in their appeal to the securityholders, the opposition turned to the courts. As a preliminary, they obtained an opinion from the well-known firm of Messrs. Evarts, Choate & Beaman, which held, first, that the Erie could not legally pay interest on the new bonds proposed until it had paid the interest on every one of the old second mortgage bonds, regardless of whether the latter was deposited with the reorganization committee; second, that if the old second mortgage bonds which were deposited as security for the new issue should be kept alive as proposed, the company would be increasing its obligations beyond the legal limit;144 and third, that much of the stock voted at the special meeting at which the new mortgage had been authorized was not really owned by the persons who had issued the proxies thereon as the law provided.145 Following the opinion, suit was commenced by Mr. Harriman in April for an injunction against the recording²¹⁵ of the new mortgage, on the ground that the Drexel & Morgan proxies did not represent the actual stockholders, and in June by one John J. Emery to prevent the execution of the mortgage. Judge Ingraham in the Supreme²¹⁶ Court Chambers²¹⁷ denied an injunction, using in his opinion the following language: “While it is clear,” said he, “that there are certain obligations resting upon the majority to refrain from infringing²¹⁸ the legal right of the minority, and that a court of equity²¹⁹ will enforce and protect the rights of the minority, still, when the holder⁸ of a very small number of bonds or shares of stock seeks to66 enjoin²²⁰ a very large majority from carrying out a plan such majority deem to be for their benefit, I think the court should not interfere²²¹ unless it plainly appears that some legal right of the minority is endangered.”146

What could not be accomplished²²² by the hostile bankers was nevertheless to happen from the inherent weakness of the plan itself. It has been said that the new scheme involved an increase instead of a decrease in fixed charges. How this was to be met was not demonstrated; and already in June, 1894, it was necessary to announce that the coupons then due would not be paid for the present. In December matters were even worse, and a circular from Drexel, Morgan & Co. confessed the company’s inability to meet the coupons maturing. “Nevertheless,” the firm continued, “it seems to us inexpedient to treat the inability of the company to pay interest as an occasion for present foreclosure without giving a further chance to the company, especially as payment of bondholders’ subscriptions to the new bonds has not yet been called to provide the company with money necessary to pay the floating debt. It is, therefore, now proposed that the new bonds be issued with the coupons of June 1, 1894, and December, 1894, attached, but stamped as subject to a contract with the company which shall provide that they shall be paid as soon as practical out of the first net earnings over and above the railroad company’s requirements to meet interest and rentals accruing²²³ after December 1, 1894, except in case a default on later coupons shall give power of foreclosure, in which event the stamped coupons shall retain all their original rights.” The modification¹¹⁹ was assented²²⁴ to,147 but could not save the plan. Reluctantly the managers were forced to abandon it, and to consent to more radical propositions.

August 26, 1895, the new and final reorganization plan appeared. There were to be issued:

$175,000,000 first consolidated mortgage 100-year gold bonds;

??30,000,000 first preferred 4 per cent non-cumulative stock;

??16,000,000 second preferred 4 per cent non-cumulative stock;

?100,000,000 common stock.

The first consolidated mortgage bonds were to be divided into prior lien bonds to the amount of $35,000,000, and general lien67 bonds to the amount of $140,000,000; the former to have priority of lien over the latter for both principal and interest. Both classes of bonds were to be secured by mortgage and pledge of all railroads and properties of every kind embraced in the reorganization as carried out and vested in the new company, and also all other properties which should be acquired thereafter by issue of any of the new bonds. Both issues were to bear interest at 4 per cent, except $29,435,000 of the general lien bonds, which were to bear 3 per cent for two years from July 1, 1896, and 4 per cent thereafter. The stock was to rank for dividends in the order given. Provision was made that no additional mortgage could be put upon the property to be acquired, and that no additional issue of first preferred stock could be made except with the consent in each instance of the holders of a majority of the whole amount of each class of preferred stock, given at a meeting of the stockholders called for that purpose; and with the consent of the stockholders of a majority of such part of the common stock as should be represented at such meeting, the holders of each class of stock voting separately; also that the amount of second preferred stock could not be increased except with like consent of the holders of a majority thereof, and a majority of such part of the common stock as should be represented at the meeting. All classes of stock were to be deposited in a voting trust until December 1, 1900, and until the expiration²²⁵ of such further period, if any, as should elapse before the Erie should in one year have paid 4 per cent cash dividends on the first preferred stock; though the voting trustees might terminate the trust earlier at their discretion²²⁶.

Generally speaking, the prior lien bonds were relied on to pay the floating debt, to buy in the New York, Pennsylvania & Ohio, and to retire certain prior liens²²⁷ of the old company. The general lien bonds were reserved for undisturbed bonds, and, with the first preferred stock, exchanged for junior New York, Lake Erie & Western securities. The second preferred stock went for old preferred stock and income bonds, and the new common stock exchanged for old common.

The distribution was as follows: The old New York, Lake Erie & Western reorganization first lien and collateral bonds were paid off from the proceeds of the new prior lien bonds; the second68 consols received 75 per cent in new general lien bonds and 55 per cent in preferred stock; the funded coupon bonds of 1885 received 100 per cent in general lien bonds, 10 per cent in first preferred, and 10 per cent in second preferred stock; the income bonds 40 per cent in general liens and 60 per cent in first preferred stock; the New York, Lake Erie & Western preferred stock, on payment of assessment, 100 per cent in new common. For all other bonds included in the plan there were reserved general lien bonds in amounts usually equal to the par of the securities to be retired²²⁸.

The cash requirements and the floating debt were as follows:
Floating debt, receivers’ certificates, etc.,     $11,500,000     ?
Collateral trust bonds (Erie), at 110,     3,678,400     ?
Reorganization first lien bonds (Erie),     2,500,000     ?
Early construction and expenditures,     5,337,288     ?
Car trusts for three years,     2,000,000     ?
      $25,015,688     ?

The necessity for retirement of the first lien and collateral bonds arose from the early maturity²²⁹ of the former, and from the fact that stocks and bonds of various Erie properties which it was desirous to consolidate⁷⁸ with the new company were pledged for the latter. The wisdom of allowing for early construction and expenditure could not be denied; car trust payments were required to preserve the rolling stock, and the floating debt and receivers’ certificates called obviously for cash. Provision was made, first, by an assessment on the stock of $8 on preferred and $12 on common, with higher payments in case of delay, and estimated to yield $10,023,368; second, by a contribution from the New York, Pennsylvania & Ohio of $742,320; and third, by the sale of $15,000,000 prior lien bonds as indicated above. A syndicate of $25,000,000 was formed to subscribe to the prior liens, and to take the place of and succeed to all the rights of stockholders who should not deposit their stock and pay the assessment thereon.

With the settlement of cash requirements, unification of the Erie system was assured; “subject only to the undisturbed bonds and stock until retired by use of the bonds reserved for that purpose or the rentals corresponding thereto.” “The new bonds and stock will,” said the plan, “represent the ownership (either in fee or in possession of securities) approximately of:

69
N. Y., L. E. & W. proper,     ?538 miles     ?
N. Y., P. & O.,     ?600     ?
Chicago & Erie,     ?250     ?
N. Y., L. E. & W. Auxiliary²³⁰ Companies,     ?550     ?
Total,     1938 miles148     ?

—with valuable terminal facilities at Jersey City, Weehawken, Buffalo, etc., and also one-fifth ownership in the stock of the Chicago & Western Indiana Railroad Company. Also all the Erie coal properties, ... representing an aggregate of 10,000 acres of anthracite, of which about 9000 acres are held in fee, and 14,000 acres of bituminous, held under mining rights ... also the union Steamboat Company, with its terminals and other properties in Buffalo, and its fleet of five lake steamers on which the Erie mainly depends for the lake and railway traffic,” etc.

Fixed charges under the plan were estimated at $7,850,000. Fixed charges in 1894 had been $9,400,000. For the first two years after reorganization, moreover, the charges were to be further reduced by $300,000 per annum, as the new general lien bonds were to bear only 3 per cent interest during that period; and an additional saving of $1,000,000 was looked for when the exchange of old bonds for new on the maturity of its existing prior issues should have been eventually completed. This sum of $7,850,000 the company was expected to have no difficulty in earning in view of the immediate expenditure of $5,337,208 for new construction, additions, and betterments, and the gradual distribution of the proceeds of $17,000,000 of general lien bonds to the same end. The compensation to Messrs. J. P. Morgan & Co. and Messrs. J. S. Morgan & Co. for their services as depositaries, and in carrying out the plan was put at $500,000 and expenses. Foreclosure was finally to take place and a new company was to be organized.

This plan differed from its abandoned predecessors²³¹ in four important particulars, each of which was in its favor:

(1) It employed bonds and stock instead of bonds alone;

(2) It lowered instead of increased fixed charges;

(3) It procured²³² cash from stockholders instead of from second consolidated mortgage bondholders; and

70 (4) It absorbed the New York, Pennsylvania & Ohio into the Erie system instead of continuing the lease thereof.

In the employment of bonds and stock instead of a simple issue of bonds, the Erie managers adopted what experience has shown to be the best method of dealing with the complicated situation arising from a great railroad default. The use of securities on which return was optional side by side with those on which return was obligatory tended both to protect the railroad company when earnings were low, and to benefit the recipients²³³ of the new securities when earnings were high. As worked out, it gave to the second consols and funded coupons a less return in the one case, and an equal or greater return in the other, than did the plan of 1894, and to the income bonds, though it offered no chance of equal gain, it at least promised a minimum below which payments should not fall. It further made a far nicer recognition of the relative priorities of different classes of old bonds possible, and whereas the previous plan had made the same demands on, and had given the same return to the second consols, the funded coupon bonds of 1885, and the income bonds, the new plan gave, as has been pointed out, to the first 75 percent in general lien bonds and 55 per cent in first preferred stock; to the second, 100 per cent in general lien bonds, 10 per cent in first preferred, and 10 per cent in second preferred; and to the third, 40 per cent in general liens and 60 per cent in first preferred stock. Income, coupon, and consolidated bonds benefited alike from the assessment upon the stock, which laid the burden of raising cash upon the owners of the road, where it most properly fell. No species of security was given for the assessment, not even common stock, with which the managers might well have been generous; although it must be remembered that the sale of $15,000,000 prior lien bonds for cash was part of the reorganization plan. It may be remarked that since, on July 2, 1895, the common stock was being offered at 10?, with no sales, and the preferred at 22?, and since the chance for dividends which the new stock was to enjoy was most remote, it was perhaps well that the syndicate guarantee of the payment of assessments had been obtained. Fixed charges by the new plan were lower, as a result of the liberal use of stock in the exchanges and the cancellation of floating debt as above; while the terms under which the outstanding71 New York, Pennsylvania & Ohio bonds were retired were the most drastic part of the scheme. In all, the total mortgage indebtedness of the Erie Company and its leased or controlled lines of $234,680,180 for January, 1896, was reduced to $137,704,100 by June 30 of that year.149

A weak point in the plan was, nevertheless, the small reduction in bonded indebtedness which it occasioned. Although, to repeat, the bonded indebtedness of the system was reduced from $234,680,180 to $137,704,100, the shrinkage was more apparent than real, since it consisted chiefly in the exchange of stock for New York, Pennsylvania & Ohio mortgage bonds, on which interest had not been paid by the Erie, and but seldom by the New York, Pennsylvania, & Ohio itself. These securities were slashed²³⁴ in most drastic fashion, particularly such of them as were inferior to the first mortgage. The amount of the reduction in the volume outstanding is indicated by the fact that for $5000 first mortgage New York, Pennsylvania & Ohio bonds were given $1000 Erie prior lien bonds, $500 Erie first preferred, $100 Erie second preferred, and $750 Erie common stock; and for $500 second mortgage, or for $1000 third mortgage, were given $100 Erie common stock. If, now, we exclude the New York, Pennsylvania & Ohio bonds from our consideration of the funded debt, we find the indebtedness of the Erie system on January 1, 1896, excluding the non-assumed New York, Pennsylvania & Ohio bonds to have been $121,399,431; and on June 30, excluding the new prior lien bonds used to exchange for these securities, to have been $123,304,100; or an increase through the reorganization of $1,904,669.150 Further, there was an accompanying increase in the capital stock of the combined companies, which did not, of course, involve an increase in fixed charges, but which72 increased the volume of securities outstanding.151 What the reduction in the capital of the New York, Pennsylvania & Ohio, joined with its amalgamation²³⁵ with the Erie system, did do was to lessen⁴² the burdens of that line to the parent company. For many years the Erie had engaged to operate the branch for 68 per cent and had paid 32 per cent of its gross earnings to the New York, Pennsylvania & Ohio, to be applied to payment or partial payment of interest on the excessive issues which were now retired. It was probably to be long before an operating ratio of 68 per cent could be successfully maintained; but the Erie after reorganization was obliged to turn over, not 32 per cent of gross earnings, but 4 per cent on the $14,400,000 prior lien bonds which had been given for New York, Pennsylvania & Ohio securities, or an amount of $576,000; which amounted to a reduction of the minimum rental of more than one-half, and of the sums actually paid of almost three-quarters.152

Turning again to fixed charges, we find them estimated, after the first two years, at $7,850,000. The average net earnings for the period 1887–94 had been $9,331,250. These earnings will not serve strictly²³⁶ as a basis for calculation, for from 1887 to 1892 they include an average of perhaps $750,000 derived²³⁷ from Lehigh Valley trackage payments and other sums now discontinued. With the deduction¹¹³, therefore, of this amount from the net earnings of the period named, the average is reduced to $8,768,750; or $918,750 more than it was thought fixed charges would be. When it is considered that this $918,750 represented the sum available for dividends on $146,000,000 of outstanding Erie stock, it is plain that the over-capitalization of the company in 1895 was still very great.

With these comments it is necessary to leave the plan. It was far the best that had ever been applied to the rehabilitation²³⁸ of Erie’s73 affairs; it was discriminating²³⁹ in its nature, and, thanks to the increasing prosperity of the last eleven years, it has been fortunate in its results. In August, 1895, a decree of foreclosure was signed in the city of New York, and the following November the property was sold under the second consolidated mortgage, and purchased by the reorganization committee for $20,000,000.153

Since 1895 the Erie has shared in the prosperity of the country. Its ton mileage has increased from 3,939,679,175 in 1897 to 6,275,629,877 in 1907; its gross earnings have grown from $31,497,031 to $53,914,827; and its net earnings, which had hovered²⁴⁰ for so many years near or below the level of fixed charges, have now soared away above. Under these circumstances it is but natural that large sums should have been applied to improvements. Between December 1, 1895, and June 30, 1907, $12,732,486 were spent in the purchase of land, in yards, stations, and buildings, in reducing grades, relocating tracks, and in other ways, and charged to capital; $36,511,046 were spent for new equipment, and charged to capital; and $8,625,307 were taken from income for equipment and improvements of various sorts. These expenditures have had a most gratifying result. The average train load has grown from 224.74 tons in 1895 to 471.67 in 1907, although coal now constitutes a smaller proportion of the freight; and the average revenue per train mile has more than doubled, in face of a revenue per ton mile which has only slightly increased. In 1907 the Erie’s ton mileage was 59 per cent greater than in 1897, and its passenger mileage was 73 per cent greater, but the expense of conducting transportation had increased but 27 per cent. Instead of freight cars with an average capacity of 22? tons the company now uses cars which average 34 tons. Instead of locomotives which on the average could exert a tractive force of only 24,500 pounds as late as 1901, it has now engines which average 31,000. Freight train mileage is 2,600,000 less than it was in 1896, and passenger train mileage has only slightly increased.

And yet, with all this prosperity, it cannot be said that the Erie enjoys an assured position. In 1907 it had to pay out 89 per cent of the largest income which it had ever received for operating expenses, fixed charges, and taxes. Of its net income of about $6,000,000 the modest dividends of 4 per cent on its first and second74 preferred stock absorb some $2,500,000, and the widespread financial difficulties of 1907 have led its management to declare the dividends for that year payable in scrip and not in cash. And although the present period of reaction dates back but a little way the company has been already obliged to the issue of short term notes.

In matters of railroad policy the Erie has accordingly been conservative. In 1898 it acquired control of the New York, Susquehanna & Western, from New York City to Wilkesbarre in northeast Pennsylvania. Three years later it bought the entire stock of the Pennsylvania Coal Company in order to protect its tonnage, and, as the directors expressed it, for other reasons which seemed good; and in 1901 also it bought an interest in the Lehigh Valley. The most sensational²⁴¹ episode which has occurred has been the purchase and subsequent release of the Cincinnati, Hamilton & Dayton. It seems that in 1905 Mr. J. P. Morgan bought a majority of a syndicate’s holdings in Cincinnati, Hamilton & Dayton stock, amounting to a majority of the total issue; a purchase which carried control of the Pere Marquette and of the Chicago, Cincinnati & Louisville, or of a total system of 3675 miles. This stock Mr. Morgan turned over to the Erie at a price reported to be $160 a share. From a traffic point of view the deal seemed likely to strengthen the Erie’s position in Ohio, Indiana, and Michigan, while more than doubling the mileage of its system. Because of the financial condition of the new companies, however, the purchase was decidedly unwise; and, after an investigation, Mr. Morgan’s offer to take the road off the Erie’s hands was gladly accepted. On December 4, 1905, Mr. Judson Harmon was appointed receiver of the Cincinnati, Hamilton & Dayton and of the Pere Marquette, and the reorganization of these properties is just being completed.

At present the Erie is operating 2169 miles of road as against 2166 in 1896. Its earnings have greatly increased, its capitalization has grown in less proportion,154 but it has not yet a sufficient margin of surplus earnings to meet a decline in prosperity without serious misgivings²⁴². Dividends on its first preferred stock have been paid since 1901, and on its second preferred since 1905. The common stock cannot expect a dividend in any period which can be foreseen.

1 ward   

n.守卫，监护，病房，行政区，由监护人或法院保护的人（尤指儿童）；vt.守护，躲开

参考例句：

• The hospital has a medical ward and a surgical ward.这家医院有内科病房和外科病房。
• During the evening picnic,I'll carry a torch to ward off the bugs.傍晚野餐时，我要点根火把，抵挡蚊虫。

2 gauge   

v.精确计量；估计；n.标准度量；计量器

参考例句：

• Can you gauge what her reaction is likely to be?你能揣测她的反应可能是什么吗？
• It's difficult to gauge one's character.要判断一个人的品格是很困难的。

3 par   

n.标准，票面价值，平均数量；adj.票面的，平常的，标准的

参考例句：

• Sales of nylon have been below par in recent years.近年来尼龙织品的销售额一直不及以往。
• I don't think his ability is on a par with yours.我认为他的能力不能与你的能力相媲美。

4 motive   

n.动机，目的；adv.发动的，运动的

参考例句：

• The police could not find a motive for the murder.警察不能找到谋杀的动机。
• He had some motive in telling this fable.他讲这寓言故事是有用意的。

5 briefly   

adv.简单地，简短地

参考例句：

• I want to touch briefly on another aspect of the problem.我想简单地谈一下这个问题的另一方面。
• He was kidnapped and briefly detained by a terrorist group.他被一个恐怖组织绑架并短暂拘禁。

6 subscriptions   

n.（报刊等的）订阅费( subscription的名词复数 )；捐款；（俱乐部的）会员费；捐助

参考例句：

• Subscriptions to these magazines can be paid in at the post office. 这些杂志的订阅费可以在邮局缴纳。 来自《简明英汉词典》
• Payment of subscriptions should be made to the club secretary. 会费应交给俱乐部秘书。 来自《简明英汉词典》

7 subscription   

n.预订，预订费，亲笔签名，调配法，下标（处方）

参考例句：

• We paid a subscription of 5 pounds yearly.我们按年度缴纳5英镑的订阅费。
• Subscription selling bloomed splendidly.订阅销售量激增。

8 holder   

n.持有者，占有者；(台，架等)支持物

参考例句：

• The holder of the office of chairman is reponsible for arranging meetings.担任主席职位的人负责安排会议。
• That runner is the holder of the world record for the hundred-yard dash.那位运动员是一百码赛跑世界纪录的保持者。

9 holders   

支持物( holder的名词复数 )； 持有者； （支票等）持有人； 支托（或握持）…之物

参考例句：

• Slaves were mercilessly ground down by slave holders. 奴隶受奴隶主的残酷压迫。
• It is recognition of compassion's part that leads the up-holders of capital punishment to accuse the abolitionists of sentimentality in being more sorry for the murderer than for his victim. 正是对怜悯的作用有了认识，才使得死刑的提倡者指控主张废除死刑的人感情用事，同情谋杀犯胜过同情受害者。

10 authorized   

a.委任的，许可的

参考例句：

• An administrative order is valid if authorized by a statute.如果一个行政命令得到一个法规的认可那么这个命令就是有效的。

11 authorize   

v.授权，委任；批准，认可

参考例句：

• He said that he needed to get his supervisor to authorize my refund.他说必须让主管人员批准我的退款。
• Only the President could authorize the use of the atomic bomb.只有总统才能授权使用原子弹。

12 bonded   

n.有担保的，保税的，粘合的

参考例句：

• The whisky was taken to bonded warehouses at Port Dundee.威士忌酒已送到邓迪港的保稅仓库。
• This adhesive must be applied to both surfaces which are to be bonded together.要粘接的两个面都必须涂上这种黏合剂。

13 nominal   

adj.名义上的；(金额、租金)微不足道的

参考例句：

• The king was only the nominal head of the state. 国王只是这个国家名义上的元首。
• The charge of the box lunch was nominal.午餐盒饭收费很少。

14 nominally   

在名义上，表面地； 应名儿

参考例句：

• Dad, nominally a Methodist, entered Churches only for weddings and funerals. 爸名义上是卫理公会教徒，可只去教堂参加婚礼和葬礼。
• The company could not indicate a person even nominally responsible for staff training. 该公司甚至不能指出一个名义上负责职员培训的人。

15 precarious   

adj.不安定的，靠不住的；根据不足的

参考例句：

• Our financial situation had become precarious.我们的财务状况已变得不稳定了。
• He earned a precarious living as an artist.作为一个艺术家，他过得是朝不保夕的生活。

16 aggravated   

使恶化( aggravate的过去式和过去分词 )； 使更严重； 激怒； 使恼火

参考例句：

• If he aggravated me any more I shall hit him. 假如他再激怒我，我就要揍他。
• Far from relieving my cough, the medicine aggravated it. 这药非但不镇咳，反而使我咳嗽得更厉害。

17 proceeding   

n.行动，进行，(pl.)会议录，学报

参考例句：

• This train is now proceeding from Paris to London.这次列车从巴黎开往伦敦。
• The work is proceeding briskly.工作很有生气地进展着。

18 proceedings   

n.进程，过程，议程；诉讼(程序)；公报

参考例句：

• He was released on bail pending committal proceedings. 他交保获释正在候审。
• to initiate legal proceedings against sb 对某人提起诉讼

19 pointed   

adj.尖的，直截了当的

参考例句：

• He gave me a very sharp pointed pencil.他给我一支削得非常尖的铅笔。
• She wished to show Mrs.John Dashwood by this pointed invitation to her brother.她想通过对达茨伍德夫人提出直截了当的邀请向她的哥哥表示出来。

20 labor   

n.劳动，努力，工作，劳工；分娩；vi.劳动，努力，苦干；vt.详细分析；麻烦

参考例句：

• We are never late in satisfying him for his labor.我们从不延误付给他劳动报酬。
• He was completely spent after two weeks of hard labor.艰苦劳动两周后，他已经疲惫不堪了。

21 unpaid   

adj.未付款的，无报酬的

参考例句：

• Doctors work excessive unpaid overtime.医生过度加班却无报酬。
• He's doing a month's unpaid work experience with an engineering firm.他正在一家工程公司无偿工作一个月以获得工作经验。

22 judgments   

判断( judgment的名词复数 )； 鉴定； 评价； 审判

参考例句：

• A peculiar austerity marked his judgments of modern life. 他对现代生活的批评带着一种特殊的苛刻。
• He is swift with his judgments. 他判断迅速。

23 earnings   

n.工资收人；利润，利益，所得

参考例句：

• That old man lives on the earnings of his daughter.那个老人靠他女儿的收入维持生活。
• Last year there was a 20% decrease in his earnings.去年他的收入减少了20%。

24 ebb   

vi.衰退，减退；n.处于低潮，处于衰退状态

参考例句：

• The flood and ebb tides alternates with each other.涨潮和落潮交替更迭。
• They swam till the tide began to ebb.他们一直游到开始退潮。

25 dictate   

v.口授；(使)听写；指令，指示，命令

参考例句：

• It took him a long time to dictate this letter.口述这封信花了他很长时间。
• What right have you to dictate to others?你有什么资格向别人发号施令？

26 levy   

n.征收税或其他款项，征收额

参考例句：

• They levy a tax on him.他们向他征税。
• A direct food levy was imposed by the local government.地方政府征收了食品税。

27 assessment   

n.评价；评估；对财产的估价，被估定的金额

参考例句：

• This is a very perceptive assessment of the situation.这是一个对该情况的极富洞察力的评价。
• What is your assessment of the situation?你对时局的看法如何？

28 coupon   

n.息票，配给票，附单

参考例句：

• The coupon can be used once only.此优惠券只限使用一次。
• I have a coupon for ten pence off a packet of soap.我有一张优惠券买一盒肥皂可以便宜十便士。

29 coupons   

n.礼券( coupon的名词复数 )；优惠券；订货单；参赛表

参考例句：

• The company gives away free coupons for drinks or other items. 公司为饮料或其它项目发放免费赠券。 来自辞典例句
• Do you have any coupons? 你们有优惠卡吗？ 来自英汉 - 翻译样例 - 口语

30 arrears   

n.到期未付之债，拖欠的款项；待做的工作

参考例句：

• The payments on that car loan are in arrears by three months.购车贷款的偿付被拖欠了三个月。
• They are urgent for payment of arrears of wages.他们催讨拖欠的工钱。

31 retirement   

n.退休，退职

参考例句：

• She wanted to enjoy her retirement without being beset by financial worries.她想享受退休生活而不必为金钱担忧。
• I have to put everything away for my retirement.我必须把一切都积蓄起来以便退休后用。

32 fixed   

adj.固定的，不变的，准备好的；(计算机)固定的

参考例句：

• Have you two fixed on a date for the wedding yet?你们俩选定婚期了吗？
• Once the aim is fixed,we should not change it arbitrarily.目标一旦确定，我们就不应该随意改变。

33 assessments   

n.评估( assessment的名词复数 )；评价；（应偿付金额的）估定；（为征税对财产所作的）估价

参考例句：

• He was shrewd in his personal assessments. 他总能对人作出精明的评价。 来自《简明英汉词典》
• Surveys show about two-thirds use such assessments, while half employ personality tests. 调查表明，约有三分之二的公司采用了这种测评；而一半的公司则采用工作人员个人品质测试。 来自百科语句

34 speculative   

adj.思索性的，暝想性的，推理的

参考例句：

• Much of our information is speculative.我们的许多信息是带推测性的。
• The report is highly speculative and should be ignored.那个报道推测的成分很大，不应理会。

35 quotations   

n.引用( quotation的名词复数 )；[商业]行情（报告）；（货物或股票的）市价；时价

参考例句：

• The insurance company requires three quotations for repairs to the car. 保险公司要修理这辆汽车的三家修理厂的报价单。 来自《简明英汉词典》
• These quotations cannot readily be traced to their sources. 这些引语很难查出出自何处。 来自《现代汉英综合大词典》

36 speculation   

n.思索，沉思；猜测；投机

参考例句：

• Her mind is occupied with speculation.她的头脑忙于思考。
• There is widespread speculation that he is going to resign.人们普遍推测他要辞职。

37 tempted   

v.怂恿（某人）干不正当的事；冒…的险（tempt的过去分词）

参考例句：

• I was sorely tempted to complain, but I didn't. 我极想发牢骚，但还是没开口。
• I was tempted by the dessert menu. 甜食菜单馋得我垂涎欲滴。

38 derive   

v.取得；导出；引申；来自；源自；出自

参考例句：

• We derive our sustenance from the land.我们从土地获取食物。
• We shall derive much benefit from reading good novels.我们将从优秀小说中获得很大好处。

39 sickles   

n.镰刀( sickle的名词复数 )

参考例句：

• Sickles and reaping hooks were used for cutting the crops. 镰刀和收割钩被用来收庄稼。 来自互联网
• Being short of sickles, they are reaping by hand. 由于缺少镰刀，他们在徒手收割庄稼。 来自互联网

40 mileage   

n.里程，英里数；好处，利润

参考例句：

• He doesn't think there's any mileage in that type of advertising.他认为做那种广告毫无效益。
• What mileage has your car done?你的汽车跑了多少英里？

41 cliques   

n.小集团，小圈子，派系( clique的名词复数 )

参考例句：

• All traitorous persons and cliques came to no good end. 所有的叛徒及叛徒集团都没好下场。 来自《简明英汉词典》
• They formed cliques and carried arms expansion and war preparations. 他们拉帮结派，扩军备战。 来自互联网

42 lessen   

vt.减少，减轻；缩小

参考例句：

• Regular exercise can help to lessen the pain.经常运动有助于减轻痛感。
• They've made great effort to lessen the noise of planes.他们尽力减小飞机的噪音。

43 lessened   

减少的，减弱的

参考例句：

• Listening to the speech through an interpreter lessened its impact somewhat. 演讲辞通过翻译的嘴说出来，多少削弱了演讲的力量。
• The flight to suburbia lessened the number of middle-class families living within the city. 随着迁往郊外的风行，住在城内的中产家庭减少了。

44 vigor   

n.活力，精力，元气

参考例句：

• The choir sang the words out with great vigor.合唱团以极大的热情唱出了歌词。
• She didn't want to be reminded of her beauty or her former vigor.现在，她不愿人们提起她昔日的美丽和以前的精力充沛。

45 previously   

adv.以前，先前（地）

参考例句：

• The bicycle tyre blew out at a previously damaged point.自行车胎在以前损坏过的地方又爆开了。
• Let me digress for a moment and explain what had happened previously.让我岔开一会儿，解释原先发生了什么。

46 dividends   

红利( dividend的名词复数 )； 股息； 被除数； （足球彩票的）彩金

参考例句：

• Nothing pays richer dividends than magnanimity. 没有什么比宽宏大量更能得到厚报。
• Their decision five years ago to computerise the company is now paying dividends. 五年前他们作出的使公司电脑化的决定现在正产生出效益。

47 dividend   

n.红利，股息；回报，效益

参考例句：

• The company was forced to pass its dividend.该公司被迫到期不分红。
• The first quarter dividend has been increased by nearly 4 per cent.第一季度的股息增长了近 4%。

48 marvel   

vi.(at)惊叹vt.感到惊异；n.令人惊异的事

参考例句：

• The robot is a marvel of modern engineering.机器人是现代工程技术的奇迹。
• The operation was a marvel of medical skill.这次手术是医术上的一个奇迹。

49 alleging   

断言，宣称，辩解( allege的现在分词 )

参考例句：

• His reputation was blemished by a newspaper article alleging he'd evaded his taxes. 由于报上一篇文章声称他曾逃税，他的名誉受到损害。
• This our Peeress declined as unnecessary, alleging that her cousin Thornhill's recommendation would be sufficient. 那位贵人不肯，还说不必，只要有她老表唐希尔保荐就够了。

50 unwilling   

adj.不情愿的

参考例句：

• The natives were unwilling to be bent by colonial power.土著居民不愿受殖民势力的摆布。
• His tightfisted employer was unwilling to give him a raise.他那吝啬的雇主不肯给他加薪。

51 investigations   

（正式的）调查( investigation的名词复数 )； 侦查； 科学研究； 学术研究

参考例句：

• His investigations were intensive and thorough but revealed nothing. 他进行了深入彻底的调查，但没有发现什么。
• He often sent them out to make investigations. 他常常派他们出去作调查。

52 investigation   

n.调查，调查研究

参考例句：

• In an investigation,a new fact became known, which told against him.在调查中新发现了一件对他不利的事实。
• He drew the conclusion by building on his own investigation.他根据自己的调查研究作出结论。

53 mitigated   

v.减轻，缓和( mitigate的过去式和过去分词 )

参考例句：

• The cost of getting there is mitigated by Sydney's offer of a subsidy. 由于悉尼提供补助金，所以到那里的花费就减少了。 来自辞典例句
• The living conditions were slightly mitigated. 居住条件稍有缓解。 来自辞典例句

54 justified   

a.正当的，有理的

参考例句：

• She felt fully justified in asking for her money back. 她认为有充分的理由要求退款。
• The prisoner has certainly justified his claims by his actions. 那个囚犯确实已用自己的行动表明他的要求是正当的。

55 buffalo   

n.(北美)野牛；(亚洲)水牛

参考例句：

• Asian buffalo isn't as wild as that of America's. 亚洲水牛比美洲水牛温顺些。
• The boots are made of buffalo hide. 这双靴子是由水牛皮制成的。

56 jersey   

n.运动衫

参考例句：

• He wears a cotton jersey when he plays football.他穿运动衫踢足球。
• They were dressed alike in blue jersey and knickers.他们穿着一致，都是蓝色的运动衫和灯笼短裤。

57 deducted   

v.扣除，减去( deduct的过去式和过去分词 )

参考例句：

• The cost of your uniform will be deducted from your wages. 制服费将从你的工资中扣除。
• The cost of the breakages will be deducted from your pay. 损坏东西的费用将从你的工资中扣除。 来自《简明英汉词典》

58 improper   

adj.不适当的，不合适的，不正确的，不合礼仪的

参考例句：

• Short trousers are improper at a dance.舞会上穿短裤不成体统。
• Laughing and joking are improper at a funeral.葬礼时大笑和开玩笑是不合适的。

59 improperly   

不正确地，不适当地

参考例句：

• Of course it was acting improperly. 这样做就是不对嘛！
• He is trying to improperly influence a witness. 他在试图误导证人。

60 possessed   

adj.疯狂的；拥有的，占有的

参考例句：

• He flew out of the room like a man possessed.他像着了魔似地猛然冲出房门。
• He behaved like someone possessed.他行为举止像是魔怔了。

61 alleged   

a.被指控的，嫌疑的

参考例句：

• It was alleged that he had taken bribes while in office. 他被指称在任时收受贿赂。
• alleged irregularities in the election campaign 被指称竞选运动中的不正当行为

62 sundry   

adj.各式各样的，种种的

参考例句：

• This cream can be used to treat sundry minor injuries.这种药膏可用来治各种轻伤。
• We can see the rich man on sundry occasions.我们能在各种场合见到那个富豪。

63 unnaturally   

adv.违反习俗地；不自然地；勉强地；不近人情地

参考例句：

• Her voice sounded unnaturally loud. 她的嗓音很响亮，但是有点反常。 来自《简明英汉词典》
• Her eyes were unnaturally bright. 她的眼睛亮得不自然。 来自《简明英汉词典》

64 presidency   

n.总统(校长，总经理)的职位(任期)

参考例句：

• Roosevelt was elected four times to the presidency of the United States.罗斯福连续当选四届美国总统。
• Two candidates are emerging as contestants for the presidency.两位候选人最终成为总统职位竞争者。

65 rumors   

n.传闻( rumor的名词复数 )；[古]名誉；咕哝；[古]喧嚷v.传闻( rumor的第三人称单数 )；[古]名誉；咕哝；[古]喧嚷

参考例句：

• Rumors have it that the school was burned down. 有谣言说学校给烧掉了。 来自《简明英汉词典》
• Rumors of a revolt were afloat. 叛变的谣言四起。 来自《简明英汉词典》

66 rife   

adj.(指坏事情)充斥的，流行的，普遍的

参考例句：

• Disease is rife in the area.疾病在这一区很流行。
• Corruption was rife before the election.选举之前腐败盛行。

67 inevitably   

adv.不可避免地；必然发生地

参考例句：

• In the way you go on,you are inevitably coming apart.照你们这样下去，毫无疑问是会散伙的。
• Technological changes will inevitably lead to unemployment.技术变革必然会导致失业。

68 bankruptcy   

n.破产；无偿付能力

参考例句：

• You will have to pull in if you want to escape bankruptcy.如果你想避免破产，就必须节省开支。
• His firm is just on thin ice of bankruptcy.他的商号正面临破产的危险。

69 thereby   

adv.因此，从而

参考例句：

• I have never been to that city,,ereby I don't know much about it.我从未去过那座城市，因此对它不怎么熟悉。
• He became a British citizen,thereby gaining the right to vote.他成了英国公民，因而得到了投票权。

70 immediate   

adj.立即的；直接的，最接近的；紧靠的

参考例句：

• His immediate neighbours felt it their duty to call.他的近邻认为他们有责任去拜访。
• We declared ourselves for the immediate convocation of the meeting.我们主张立即召开这个会议。

71 deficit   

n.亏空，亏损；赤字，逆差

参考例句：

• The directors have reported a deficit of 2.5 million dollars.董事们报告赤字为250万美元。
• We have a great deficit this year.我们今年有很大亏损。

72 undo   

vt.解开，松开；取消，撤销

参考例句：

• His pride will undo him some day.他的傲慢总有一天会毁了他。
• I managed secretly to undo a corner of the parcel.我悄悄地设法解开了包裹的一角。

73 margin   

n.页边空白；差额；余地，余裕；边，边缘

参考例句：

• We allowed a margin of 20 minutes in catching the train.我们有20分钟的余地赶火车。
• The village is situated at the margin of a forest.村子位于森林的边缘。

74 reconstruction   

n.重建，再现，复原

参考例句：

• The country faces a huge task of national reconstruction following the war.战后，该国面临着重建家园的艰巨任务。
• In the period of reconstruction,technique decides everything.在重建时期，技术决定一切。

75 gullible   

adj.易受骗的；轻信的

参考例句：

• The swindlers had roped into a number of gullible persons.骗子们已使一些轻信的人上了当。
• The advertisement is aimed at gullible young women worried about their weight.这则广告专门针对担心自己肥胖而易受骗的年轻女士。

76 investors   

n.投资者，出资者( investor的名词复数 )

参考例句：

• a con man who bilked investors out of millions of dollars 诈取投资者几百万元的骗子
• a cash bonanza for investors 投资者的赚钱机会

77 promptly   

adv.及时地，敏捷地

参考例句：

• He paid the money back promptly.他立即还了钱。
• She promptly seized the opportunity his absence gave her.她立即抓住了因他不在场给她创造的机会。

78 consolidate   

v.使加固，使加强；(把...)联为一体，合并

参考例句：

• The two banks will consolidate in July next year. 这两家银行明年7月将合并。
• The government hoped to consolidate ten states to form three new ones.政府希望把十个州合并成三个新的州。

79 consolidated   

a.联合的

参考例句：

• With this new movie he has consolidated his position as the country's leading director. 他新执导的影片巩固了他作为全国最佳导演的地位。
• Those two banks have consolidated and formed a single large bank. 那两家银行已合并成一家大银行。

80 inspection   

n.检查，审查，检阅

参考例句：

• On random inspection the meat was found to be bad.经抽查，发现肉变质了。
• The soldiers lined up for their daily inspection by their officers.士兵们列队接受军官的日常检阅。

81 decided   

adj.决定了的，坚决的；明显的，明确的

参考例句：

• This gave them a decided advantage over their opponents.这使他们比对手具有明显的优势。
• There is a decided difference between British and Chinese way of greeting.英国人和中国人打招呼的方式有很明显的区别。

82 constituents   

n.选民( constituent的名词复数 )；成分；构成部分；要素

参考例句：

• She has the full support of her constituents. 她得到本区选民的全力支持。
• Hydrogen and oxygen are the constituents of water. 氢和氧是水的主要成分。 来自《简明英汉词典》

83 rental   

n.租赁，出租，出租业

参考例句：

• The yearly rental of her house is 2400 yuan.她这房子年租金是2400元。
• We can organise car rental from Chicago O'Hare Airport.我们可以安排提供从芝加哥奥黑尔机场出发的租车服务。

84 rentals   

n.租费，租金额( rental的名词复数 )

参考例句：

• In some large hotels, the income derived from this source actually exceeds income from room rentals. 有些大旅馆中，这方面的盈利实际上要超过出租客房的盈利。 来自辞典例句
• Clerk: Well, Canadian Gifts is on the lower level. It's across from Prime Time Video Rentals. 噢，礼品店在楼下，在黄金时刻录像出租屋的对面。 来自口语例句

85 equitable   

adj.公平的；公正的

参考例句：

• This is an equitable solution to the dispute. 这是对该项争议的公正解决。
• Paying a person what he has earned is equitable. 酬其应得,乃公平之事。

86 nominees   

n.被提名者，被任命者( nominee的名词复数 )

参考例句：

• She's one of the nominees. 她是被提名者之一。 来自超越目标英语 第2册
• A startling number of his nominees for senior positions have imploded. 他所提名的高级官员被否决的数目令人震惊。 来自互联网

87 undertaking   

n.保证，许诺，事业

参考例句：

• He gave her an undertaking that he would pay the money back with in a year.他向她做了一年内还钱的保证。
• He is too timid to venture upon an undertaking.他太胆小，不敢从事任何事业。

88 memorandum   

n.备忘录，便笺

参考例句：

• The memorandum was dated 23 August,2008.备忘录上注明的日期是2008年8月23日。
• The Secretary notes down the date of the meeting in her memorandum book.秘书把会议日期都写在记事本上。

89 expenditure   

n.(时间、劳力、金钱等)支出；使用，消耗

参考例句：

• The entry of all expenditure is necessary.有必要把一切开支入账。
• The monthly expenditure of our family is four hundred dollars altogether.我们一家的开销每月共计四百元。

90 consultation   

n.咨询；商量；商议；会议

参考例句：

• The company has promised wide consultation on its expansion plans.该公司允诺就其扩展计划广泛征求意见。
• The scheme was developed in close consultation with the local community.该计划是在同当地社区密切磋商中逐渐形成的。

91 expenditures   

n.花费( expenditure的名词复数 )；使用；（尤指金钱的）支出额；（精力、时间、材料等的）耗费

参考例句：

• We have overspent.We'll have to let up our expenditures next month. 我们已经超支了，下个月一定得节约开支。 来自《简明英汉词典》
• The pension includes an allowance of fifty pounds for traffic expenditures. 年金中包括50镑交通费补贴。 来自《简明英汉词典》

92 proxies   

n.代表权( proxy的名词复数 )；（测算用的）代替物；（对代理人的）委托书；（英国国教教区献给主教等的）巡游费

参考例句：

• SOCKS and proxies are unavailable. Try connecting to XX again? socks和代理不可用。尝试重新连接到XX吗？ 来自互联网
• All proxies are still down. Continue with direct connections? 所有的代理仍然有故障。继续直接连接吗？ 来自互联网

93 acquiescence   

n.默许；顺从

参考例句：

• The chief inclined his head in sign of acquiescence.首领点点头表示允许。
• This is due to his acquiescence.这是因为他的默许。

94 labors   

v.努力争取(for)( labor的第三人称单数 )；苦干；详细分析；（指引擎）缓慢而困难地运转

参考例句：

• He was tiresome in contending for the value of his own labors. 他老为他自己劳动的价值而争强斗胜，令人生厌。 来自辞典例句
• Farm labors used to hire themselves out for the summer. 农业劳动者夏季常去当雇工。 来自辞典例句

95 proprietors   

n.所有人，业主( proprietor的名词复数 )

参考例句：

• These little proprietors of businesses are lords indeed on their own ground. 这些小业主们，在他们自己的行当中，就是真正的至高无上的统治者。 来自英汉文学 - 嘉莉妹妹
• Many proprietors try to furnish their hotels with antiques. 许多经营者都想用古董装饰他们的酒店。 来自辞典例句

96 resolutely   

adj.坚决地，果断地

参考例句：

• He resolutely adhered to what he had said at the meeting. 他坚持他在会上所说的话。
• He grumbles at his lot instead of resolutely facing his difficulties. 他不是果敢地去面对困难，而是抱怨自己运气不佳。

97 shun   

vt.避开，回避，避免

参考例句：

• Materialists face truth,whereas idealists shun it.唯物主义者面向真理，唯心主义者则逃避真理。
• This extremist organization has shunned conventional politics.这个极端主义组织有意避开了传统政治。

98 sweeping   

adj.范围广大的，一扫无遗的

参考例句：

• The citizens voted for sweeping reforms.公民投票支持全面的改革。
• Can you hear the wind sweeping through the branches?你能听到风掠过树枝的声音吗？

99 mere   

adj.纯粹的；仅仅，只不过

参考例句：

• That is a mere repetition of what you said before.那不过是重复了你以前讲的话。
• It's a mere waste of time waiting any longer.再等下去纯粹是浪费时间。

100 anonymously   

ad.用匿名的方式

参考例句：

• The manuscripts were submitted anonymously. 原稿是匿名送交的。
• Methods A self-administered questionnaire was used to survey 536 teachers anonymously. 方法采用自编“中小学教师职业压力问卷”对536名中小学教师进行无记名调查。

101 shareholders   

n.股东( shareholder的名词复数 )

参考例句：

• The meeting was attended by 90% of shareholders. 90%的股东出席了会议。
• the company's fiduciary duty to its shareholders 公司对股东负有的受托责任

102 expended   

v.花费( expend的过去式和过去分词 )；使用（钱等）做某事；用光；耗尽

参考例句：

• She expended all her efforts on the care of home and children. 她把所有精力都花在料理家务和照顾孩子上。
• The enemy had expended all their ammunition. 敌人已耗尽所有的弹药。 来自《简明英汉词典》

103 compulsory   

n.强制的，必修的；规定的，义务的

参考例句：

• Is English a compulsory subject?英语是必修课吗？
• Compulsory schooling ends at sixteen.义务教育至16岁为止。

104 convertible   

adj.可改变的，可交换，同意义的；n.有活动摺篷的汽车

参考例句：

• The convertible sofa means that the apartment can sleep four.有了这张折叠沙发，公寓里可以睡下4个人。
• That new white convertible is totally awesome.那辆新的白色折篷汽车简直棒极了。

105 sterling   

adj.英币的(纯粹的，货真价实的)；n.英国货币(英镑)

参考例句：

• Could you tell me the current rate for sterling, please?能否请您告诉我现行英国货币的兑换率？
• Sterling has recently been strong,which will help to abate inflationary pressures.英国货币最近非常坚挺，这有助于减轻通胀压力。

106 postpone   

v.延期，推迟

参考例句：

• I shall postpone making a decision till I learn full particulars.在未获悉详情之前我得从缓作出决定。
• She decided to postpone the converastion for that evening.她决定当天晚上把谈话搁一搁。

107 postponement   

n.推迟

参考例句：

• He compounded with his creditors for a postponement of payment. 他与债权人达成协议延期付款。
• Rain caused the postponement of several race-meetings. 几次赛马大会因雨延期。

108 payable   

adj.可付的，应付的，有利益的

参考例句：

• This check is payable on demand.这是一张见票即付的支票。
• No tax is payable on these earnings.这些收入不须交税。

109 contemplated   

adj. 预期的 动词contemplate的过去分词形式

参考例句：

• The doctor contemplated the difficult operation he had to perform. 医生仔细地考虑他所要做的棘手的手术。
• The government has contemplated reforming the entire tax system. 政府打算改革整个税收体制。

110 opposition   

n.反对，敌对

参考例句：

• The party leader is facing opposition in his own backyard.该党领袖在自己的党內遇到了反对。
• The police tried to break down the prisoner's opposition.警察设法制住了那个囚犯的反抗。

111 irreconcilable   

adj.（指人）难和解的，势不两立的

参考例句：

• These practices are irreconcilable with the law of the Church.这种做法与教规是相悖的。
• These old concepts are irreconcilable with modern life.这些陈旧的观念与现代生活格格不入。

112 obligatory   

adj.强制性的，义务的，必须的

参考例句：

• It is obligatory for us to obey the laws.我们必须守法。
• It is obligatory on every citizen to safeguard our great motherland.保卫我们伟大的祖国是每一个公民应尽的义务。

113 deduction   

n.减除，扣除，减除额；推论，推理，演绎

参考例句：

• No deduction in pay is made for absence due to illness.因病请假不扣工资。
• His deduction led him to the correct conclusion.他的推断使他得出正确的结论。

114 deductions   

扣除( deduction的名词复数 )； 结论； 扣除的量； 推演

参考例句：

• Many of the older officers trusted agents sightings more than cryptanalysts'deductions. 许多年纪比较大的军官往往相信特务的发现，而不怎么相信密码分析员的推断。
• You know how you rush at things,jump to conclusions without proper deductions. 你知道你处理问题是多么仓促，毫无合适的演绎就仓促下结论。

115 tracts   

大片土地( tract的名词复数 )； 地带； （体内的）道； （尤指宣扬宗教、伦理或政治的）短文

参考例句：

• vast tracts of forest 大片大片的森林
• There are tracts of desert in Australia. 澳大利亚有大片沙漠。

116 sufficiently   

adv.足够地，充分地

参考例句：

• It turned out he had not insured the house sufficiently.原来他没有给房屋投足保险。
• The new policy was sufficiently elastic to accommodate both views.新政策充分灵活地适用两种观点。

117 radical   

n.激进份子，原子团，根号；adj.根本的，激进的，彻底的

参考例句：

• The patient got a radical cure in the hospital.病人在医院得到了根治。
• She is radical in her demands.她的要求十分偏激。

118 modifications   

n.缓和( modification的名词复数 )；限制；更改；改变

参考例句：

• The engine was pulled apart for modifications and then reassembled. 发动机被拆开改型，然后再组装起来。 来自《简明英汉词典》
• The original plan had undergone fairly extensive modifications. 原计划已经作了相当大的修改。 来自《简明英汉词典》

119 modification   

n.修改，改进，缓和，减轻

参考例句：

• The law,in its present form,is unjust;it needs modification.现行的法律是不公正的，它需要修改。
• The design requires considerable modification.这个设计需要作大的修改。

120 miller   

n.磨坊主

参考例句：

• Every miller draws water to his own mill.磨坊主都往自己磨里注水。
• The skilful miller killed millions of lions with his ski.技术娴熟的磨坊主用雪橇杀死了上百万头狮子。

121 inadequate   

adj.(for,to)不充足的，不适当的

参考例句：

• The supply is inadequate to meet the demand.供不应求。
• She was inadequate to the demands that were made on her.她还无力满足对她提出的各项要求。

122 equilibrium   

n.平衡，均衡，相称，均势，平静

参考例句：

• Change in the world around us disturbs our inner equilibrium.我们周围世界的变化扰乱了我们内心的平静。
• This is best expressed in the form of an equilibrium constant.这最好用平衡常数的形式来表示。

123 amicable   

adj.和平的，友好的；友善的

参考例句：

• The two nations reached an amicable agreement.两国达成了一项友好协议。
• The two nations settled their quarrel in an amicable way.两国以和睦友好的方式解决了他们的争端。

124 inviting   

adj.诱人的，引人注目的

参考例句：

• An inviting smell of coffee wafted into the room.一股诱人的咖啡香味飘进了房间。
• The kitchen smelled warm and inviting and blessedly familiar.这间厨房的味道温暖诱人，使人感到亲切温馨。

125 eventual   

adj.最后的，结局的，最终的

参考例句：

• Several schools face eventual closure.几所学校面临最终关闭。
• Both parties expressed optimism about an eventual solution.双方对问题的最终解决都表示乐观。

126 convertibles   

n.可改变性，可变化性( convertible的名词复数 )；活动顶篷式汽车

参考例句：

• In Washington, the regulators did make a push to ban the manufacturing of convertibles. 华盛顿的各个管制机构曾经推动禁止敝篷车的制造。 来自辞典例句
• That's why they drive around in half-million-dollar convertibles? 因此他们就不惜花几千万美元来这里居住？ 来自电影对白

127 postponed   

vt.& vi.延期，缓办，（使）延迟vt.把…放在次要地位；[语]把…放在后面（或句尾）vi.（疟疾等）延缓发作（或复发）

参考例句：

• The trial was postponed indefinitely. 审讯无限期延迟。
• The game has already been postponed three times. 这场比赛已经三度延期了。

128 compensated   

补偿，报酬( compensate的过去式和过去分词 )； 给（某人）赔偿（或赔款）

参考例句：

• The marvelous acting compensated for the play's weak script. 本剧的精彩表演弥补了剧本的不足。
• I compensated his loss with money. 我赔偿他经济损失。

129 attain   

vt.达到，获得，完成

参考例句：

• I used the scientific method to attain this end. 我用科学的方法来达到这一目的。
• His painstaking to attain his goal in life is praiseworthy. 他为实现人生目标所下的苦功是值得称赞的。

130 consecutive   

adj.连续的，联贯的，始终一贯的

参考例句：

• It has rained for four consecutive days.已连续下了四天雨。
• The policy of our Party is consecutive.我党的政策始终如一。

131 lien   

n.扣押权，留置权

参考例句：

• A lien is a type of security over property.留置是一种财产担保。
• The court granted me a lien on my debtor's property.法庭授予我对我债务人财产的留置权。

132 applied   

adj.应用的；v.应用，适用

参考例句：

• She plans to take a course in applied linguistics.她打算学习应用语言学课程。
• This cream is best applied to the face at night.这种乳霜最好晚上擦脸用。

133 divested   

v.剥夺( divest的过去式和过去分词 )；脱去（衣服）；2。从…取去…；1。（给某人）脱衣服

参考例句：

• He divested himself of his jacket. 他脱去了短上衣。
• He swiftly divested himself of his clothes. 他迅速脱掉衣服。 来自《简明英汉词典》

134 salvation   

n.（尤指基督）救世，超度，拯救，解困

参考例句：

• Salvation lay in political reform.解救办法在于政治改革。
• Christians hope and pray for salvation.基督教徒希望并祈祷灵魂得救。

135 solvency   

n.偿付能力，溶解力

参考例句：

• Fears about the solvency of the banks precipitated the great economic crash.对银行偿付能力出现恐慌更加速了经济的崩溃。
• Their targets,including profitability ratios,solvency ratios,asset management ratios.其指标包括盈利比率、偿债能力比率、资产管理比率。

136 contingencies   

n.偶然发生的事故，意外事故( contingency的名词复数 )；以备万一

参考例句：

• We must consider all possible contingencies. 我们必须考虑一切可能发生的事。
• We must be prepared for all contingencies. 我们要作好各种准备，以防意外。 来自辞典例句

137 unwillingness   

n. 不愿意，不情愿

参考例句：

• Her unwillingness to answer questions undermined the strength of her position. 她不愿回答问题，这不利于她所处的形势。
• His apparent unwillingness would disappear if we paid him enough. 如果我们付足了钱，他露出的那副不乐意的神情就会消失。

138 reluctance   

n.厌恶，讨厌，勉强，不情愿

参考例句：

• The police released Andrew with reluctance.警方勉强把安德鲁放走了。
• He showed the greatest reluctance to make a reply.他表示很不愿意答复。

139 realization   

n.实现；认识到，深刻了解

参考例句：

• We shall gladly lend every effort in our power toward its realization.我们将乐意为它的实现而竭尽全力。
• He came to the realization that he would never make a good teacher.他逐渐认识到自己永远不会成为好老师。

140 referee   

n.裁判员．仲裁人，代表人，鉴定人

参考例句：

• The team was left raging at the referee's decision.队员们对裁判员的裁决感到非常气愤。
• The referee blew a whistle at the end of the game.裁判在比赛结束时吹响了哨子。

141 perjury   

n.伪证；伪证罪

参考例句：

• You'll be punished if you procure the witness to commit perjury.如果你诱使证人作伪证，你要受罚的。
• She appeared in court on a perjury charge.她因被指控做了伪证而出庭受审。

142 culmination   

n.顶点；最高潮

参考例句：

• The space race reached its culmination in the first moon walk.太空竞争以第一次在月球行走而达到顶峰。
• It may truly be regarded as the culmination of classical Greek geometry.这确实可以看成是古典希腊几何的登峰造级之作。

143 injustice   

n.非正义，不公正，不公平，侵犯（别人的）权利

参考例句：

• They complained of injustice in the way they had been treated.他们抱怨受到不公平的对待。
• All his life he has been struggling against injustice.他一生都在与不公正现象作斗争。

144 incorporation   

n.设立，合并，法人组织

参考例句：

• The incorporation of air bubbles in the glass spoiled it.玻璃含有气泡，使它质量降低。
• The company will be retooled after the incorporation.合并之后的公司要进行重组。

145 leasehold   

n.租赁，租约，租赁权，租赁期，adj.租(来)的

参考例句：

• This paper discusses the land leasehold institution of China in four parts.本文论述了我国的土地批租制度及其改革。
• Absolute title also exists to leasehold land,giving the proprietor a guaranteed valid lease.租借土地也享有绝对所有权，它给予物主一个有担保的有效租借权。

146 remarkable   

adj.显著的，异常的，非凡的，值得注意的

参考例句：

• She has made remarkable headway in her writing skills.她在写作技巧方面有了长足进步。
• These cars are remarkable for the quietness of their engines.这些汽车因发动机没有噪音而不同凡响。

147 negotiation   

n.谈判，协商

参考例句：

• They closed the deal in sugar after a week of negotiation.经过一星期的谈判，他们的食糖生意成交了。
• The negotiation dragged on until July.谈判一直拖到7月份。

148 negotiations   

协商( negotiation的名词复数 )； 谈判； 完成（难事）； 通过

参考例句：

• negotiations for a durable peace 为持久和平而进行的谈判
• Negotiations have failed to establish any middle ground. 谈判未能达成任何妥协。

149 collateral   

adj.平行的；旁系的；n.担保品

参考例句：

• Many people use personal assets as collateral for small business loans.很多人把个人财产用作小额商业贷款的抵押品。
• Most people here cannot borrow from banks because they lack collateral.由于拿不出东西作为抵押，这里大部分人无法从银行贷款。

150 actively   

adv.积极地，勤奋地

参考例句：

• During this period all the students were actively participating.在这节课中所有的学生都积极参加。
• We are actively intervening to settle a quarrel.我们正在积极调解争执。

151 persistent   

adj.坚持不懈的，执意的；持续的

参考例句：

• Albert had a persistent headache that lasted for three days.艾伯特连续头痛了三天。
• She felt embarrassed by his persistent attentions.他不时地向她大献殷勤，使她很难为情。

152 invaluable   

adj.无价的，非常宝贵的，极为贵重的

参考例句：

• A computer would have been invaluable for this job.一台计算机对这个工作的作用会是无法估计的。
• This information was invaluable to him.这个消息对他来说是非常宝贵的。

153 prospective   

adj.预期的，未来的，前瞻性的

参考例句：

• The story should act as a warning to other prospective buyers.这篇报道应该对其他潜在的购买者起到警示作用。
• They have all these great activities for prospective freshmen.这会举办各种各样的活动来招待未来的新人。

154 franchise   

n.特许，特权，专营权，特许权

参考例句：

• Catering in the schools is run on a franchise basis.学校餐饮服务以特许权经营。
• The United States granted the franchise to women in 1920.美国于1920年给妇女以参政权。

155 entailed   

使…成为必要( entail的过去式和过去分词 )； 需要； 限定继承； 使必需

参考例句：

• The castle and the land are entailed on the eldest son. 城堡和土地限定由长子继承。
• The house and estate are entailed on the eldest daughter. 这所房子和地产限定由长女继承。

156 appreciation   

n.评价；欣赏；感谢；领会，理解；价格上涨

参考例句：

• I would like to express my appreciation and thanks to you all.我想对你们所有人表达我的感激和谢意。
• I'll be sending them a donation in appreciation of their help.我将送给他们一笔捐款以感谢他们的帮助。

157 aggregate   

adj.总计的，集合的；n.总数；v.合计；集合

参考例句：

• The football team had a low goal aggregate last season.这支足球队上个赛季的进球总数很少。
• The money collected will aggregate a thousand dollars.进帐总额将达一千美元。

158 subsidies   

n.补贴，津贴，补助金( subsidy的名词复数 )

参考例句：

• European agriculture ministers failed to break the deadlock over farm subsidies. 欧洲各国农业部长在农业补贴问题上未能打破僵局。
• Agricultural subsidies absorb about half the EU's income. 农业补贴占去了欧盟收入的大约一半。 来自《简明英汉词典》

159 proxy   

n.代理权，代表权；（对代理人的）委托书；代理人

参考例句：

• You may appoint a proxy to vote for you.你可以委托他人代你投票。
• We enclose a form of proxy for use at the Annual General Meeting.我们附上委任年度大会代表的表格。

160 lessee   

n.（房地产的）租户

参考例句：

• The lessor can evict the lessee for failure to pay rent.出租人可驱逐不付租金的承租人。
• The lessee will be asked to fill in a leasing application.租赁人要求填写一张租赁申请。

161 entailing   

使…成为必要( entail的现在分词 )； 需要； 限定继承； 使必需

参考例句：

• Israel will face harsh new trials entailing territorial and functional concessions. 以色列将面临严峻的考验，在领土和能源方面做出让步。
• Taking on China over North Korea option entailing the most strategic risk. 让中国处理朝鲜问题冒有最大的战略风险。

162 precipitated   

v.（突如其来地）使发生( precipitate的过去式和过去分词 )；促成；猛然摔下；使沉淀

参考例句：

• His resignation precipitated a leadership crisis. 他的辞职立即引发了领导层的危机。
• He lost his footing and was precipitated to the ground. 他失足摔倒在地上。 来自《简明英汉词典》

163 implicitly   

adv. 含蓄地, 暗中地, 毫不保留地

参考例句：

• Many verbs and many words of other kinds are implicitly causal. 许多动词和许多其他类词都蕴涵着因果关系。
• I can trust Mr. Somerville implicitly, I suppose? 我想，我可以毫无保留地信任萨莫维尔先生吧？

164 climax   

n.顶点；高潮；v.(使)达到顶点

参考例句：

• The fifth scene was the climax of the play.第五场是全剧的高潮。
• His quarrel with his father brought matters to a climax.他与他父亲的争吵使得事态发展到了顶点。

165 peculiar   

adj.古怪的，异常的；特殊的，特有的

参考例句：

• He walks in a peculiar fashion.他走路的样子很奇特。
• He looked at me with a very peculiar expression.他用一种很奇怪的表情看着我。

166 accrue   

v.(利息等)增大，增多

参考例句：

• Ability to think will accrue to you from good habits of study.思考能力将因良好的学习习惯而自然增强。
• Money deposited in banks will accrue to us with interest.钱存在银行，利息自生。

167 indenture   

n.契约；合同

参考例句：

• She had to sign an indenture to sell herself, because she owed money to the landlord.由于欠地主家的钱，她不得已签了卖身契。
• Years later he realized that he no longer had any idea of his original motive in breaking his indenture.多年之后他意识到己不再理解打破自己契约的最初动机。

168 depressed   

adj.沮丧的，抑郁的，不景气的，萧条的

参考例句：

• When he was depressed,he felt utterly divorced from reality.他心情沮丧时就感到完全脱离了现实。
• His mother was depressed by the sad news.这个坏消息使他的母亲意志消沉。

169 ascertained   

v.弄清，确定，查明( ascertain的过去式和过去分词 )

参考例句：

• The previously unidentified objects have now been definitely ascertained as being satellites. 原来所说的不明飞行物现在已证实是卫星。 来自《简明英汉词典》
• I ascertained that she was dead. 我断定她已经死了。 来自《简明英汉词典》

170 lawful   

adj.法律许可的，守法的，合法的

参考例句：

• It is not lawful to park in front of a hydrant.在消火栓前停车是不合法的。
• We don't recognised him to be the lawful heir.我们不承认他为合法继承人。

171 inquiry   

n.打听，询问，调查，查问

参考例句：

• Many parents have been pressing for an inquiry into the problem.许多家长迫切要求调查这个问题。
• The field of inquiry has narrowed down to five persons.调查的范围已经缩小到只剩5个人了。

172 professed   

公开声称的，伪称的，已立誓信教的

参考例句：

• These, at least, were their professed reasons for pulling out of the deal. 至少这些是他们自称退出这宗交易的理由。
• Her manner professed a gaiety that she did not feel. 她的神态显出一种她并未实际感受到的快乐。

173 pending   

prep.直到，等待…期间；adj.待定的；迫近的

参考例句：

• The lawsuit is still pending in the state court.这案子仍在州法庭等待定夺。
• He knew my examination was pending.他知道我就要考试了。

174 politic   

adj.有智虑的；精明的；v.从政

参考例句：

• He was too politic to quarrel with so important a personage.他很聪明，不会与这么重要的人争吵。
• The politic man tried not to offend people.那个精明的人尽量不得罪人。

175 insolvent   

adj.破产的，无偿还能力的

参考例句：

• They lost orders and were insolvent within weeks.他们失去了订货，几周后就无法偿还债务。
• The bank was declared insolvent.银行被宣布破产。

176 indirectly   

adv.间接地，不直接了当地

参考例句：

• I heard the news indirectly.这消息我是间接听来的。
• They were approached indirectly through an intermediary.通过一位中间人，他们进行了间接接触。

177 supplanting   

把…排挤掉，取代( supplant的现在分词 )

参考例句：

178 outlet   

n.出口/路；销路；批发商店；通风口；发泄

参考例句：

• The outlet of a water pipe was blocked.水管的出水口堵住了。
• Running is a good outlet for his energy.跑步是他发泄过剩精力的好方法。

179 simplicity   

n.简单，简易；朴素；直率，单纯

参考例句：

• She dressed with elegant simplicity.她穿着朴素高雅。
• The beauty of this plan is its simplicity.简明扼要是这个计划的一大特点。

180 redeemable   

可赎回的，可补救的

参考例句：

• These vouchers are redeemable against any future purchase. 这些优惠券将来购物均可使用。
• The bonds are redeemable by annual drawings. 公债每年抽签偿还。

181 dealing   

n.经商方法，待人态度

参考例句：

• This store has an excellent reputation for fair dealing.该商店因买卖公道而享有极高的声誉。
• His fair dealing earned our confidence.他的诚实的行为获得我们的信任。

182 franchises   

n.（尤指选举议员的）选举权( franchise的名词复数 )；参政权；获特许权的商业机构（或服务）；（公司授予的）特许经销权v.给…以特许权，出售特许权( franchise的第三人称单数 )

参考例句：

• TV franchises will be auctioned to the highest bidder. 电视特许经营权将拍卖给出价最高的投标人。 来自《简明英汉词典》
• Ford dealerships operated as independent franchises. 福特汽车公司的代销商都是独立的联营商。 来自辞典例句

183 cancellation   

n.删除，取消

参考例句：

• Heavy seas can cause cancellation of ferry services.海上风浪太大，可能须要取消渡轮服务。
• Her cancellation of her trip to Paris upset our plan.她取消了巴黎之行打乱了我们的计划。

184 ingenuity   

n.别出心裁；善于发明创造

参考例句：

• The boy showed ingenuity in making toys.那个小男孩做玩具很有创造力。
• I admire your ingenuity and perseverance.我钦佩你的别出心裁和毅力。

185 condemned   

adj. 被责难的, 被宣告有罪的 动词condemn的过去式和过去分词

参考例句：

• He condemned the hypocrisy of those politicians who do one thing and say another. 他谴责了那些说一套做一套的政客的虚伪。
• The policy has been condemned as a regressive step. 这项政策被认为是一种倒退而受到谴责。

186 creditors   

n.债权人，债主( creditor的名词复数 )

参考例句：

• They agreed to repay their creditors over a period of three years. 他们同意3年内向债主还清欠款。 来自《简明英汉词典》
• Creditors could obtain a writ for the arrest of their debtors. 债权人可以获得逮捕债务人的令状。 来自《简明英汉词典》

187 laborious   

adj.吃力的，努力的，不流畅

参考例句：

• They had the laborious task of cutting down the huge tree.他们接受了伐大树的艰苦工作。
• Ants and bees are laborious insects.蚂蚁与蜜蜂是勤劳的昆虫。

188 prohibition   

n.禁止；禁令，禁律

参考例句：

• The prohibition against drunken driving will save many lives.禁止酒后开车将会减少许多死亡事故。
• They voted in favour of the prohibition of smoking in public areas.他们投票赞成禁止在公共场所吸烟。

189 affected   

adj.不自然的，假装的

参考例句：

• She showed an affected interest in our subject.她假装对我们的课题感到兴趣。
• His manners are affected.他的态度不自然。

190 annually   

adv.一年一次，每年

参考例句：

• Many migratory birds visit this lake annually.许多候鸟每年到这个湖上作短期逗留。
• They celebrate their wedding anniversary annually.他们每年庆祝一番结婚纪念日。

191 leakage   

n.漏，泄漏；泄漏物；漏出量

参考例句：

• Large areas of land have been contaminated by the leakage from the nuclear reactor.大片地区都被核反应堆的泄漏物污染了。
• The continuing leakage is the result of the long crack in the pipe.这根管子上的那一条裂缝致使渗漏不断。

192 Amended   

adj. 修正的 动词amend的过去式和过去分词

参考例句：

• He asked to see the amended version. 他要求看修订本。
• He amended his speech by making some additions and deletions. 他对讲稿作了些增删修改。

193 onerous   

adj.繁重的

参考例句：

• My household duties were not particularly onerous.我的家务活并不繁重。
• This obligation sometimes proves onerous.这一义务有时被证明是艰巨的。

194 imperative   

n.命令，需要；规则；祈使语气；adj.强制的；紧急的

参考例句：

• He always speaks in an imperative tone of voice.他老是用命令的口吻讲话。
• The events of the past few days make it imperative for her to act.过去这几天发生的事迫使她不得不立即行动。

195 expedient   

adj.有用的，有利的；n.紧急的办法，权宜之计

参考例句：

• The government found it expedient to relax censorship a little.政府发现略微放宽审查是可取的。
• Every kind of expedient was devised by our friends.我们的朋友想出了各种各样的应急办法。

196 verge   

n.边，边缘；v.接近，濒临

参考例句：

• The country's economy is on the verge of collapse.国家的经济已到了崩溃的边缘。
• She was on the verge of bursting into tears.她快要哭出来了。

197 collaterals   

n.附属担保品( collateral的名词复数 )

参考例句：

• From the pulse condition of his collaterals, he is very well. 根据络脉的脉象来看，他身体很好。 来自互联网
• Our specialist offers traditional Chinese massage to relax your channels and collaterals. 专家门诊，传统手法推拿、按摩，舒展经络。 来自互联网

198 stringency   

n.严格，紧迫，说服力；严格性；强度

参考例句：

• Bankers say financial stringency constitutes a serious threat to the country. 银行家们说信用紧缩对国家构成了严重的威胁。 来自辞典例句
• The gaze were filled with care, stringency, trust, and also hope! 有呵护，有严格，有信任，更有希望！ 来自互联网

199 renewal   

adj.(契约)延期，续订，更新，复活，重来

参考例句：

• Her contract is coming up for renewal in the autumn.她的合同秋天就应该续签了。
• Easter eggs symbolize the renewal of life.复活蛋象征新生。

200 tact   

n.机敏，圆滑，得体

参考例句：

• She showed great tact in dealing with a tricky situation.她处理棘手的局面表现得十分老练。
• Tact is a valuable commodity.圆滑老练是很有用处的。

201 disposition   

n.性情，性格；意向，倾向；排列，部署

参考例句：

• He has made a good disposition of his property.他已对财产作了妥善处理。
• He has a cheerful disposition.他性情开朗。

202 demonstration   

n.表明，示范，论证，示威

参考例句：

• His new book is a demonstration of his patriotism.他写的新书是他的爱国精神的证明。
• He gave a demonstration of the new technique then and there.他当场表演了这种新的操作方法。

203 judicious   

adj.明智的，明断的，能作出明智决定的

参考例句：

• We should listen to the judicious opinion of that old man.我们应该听取那位老人明智的意见。
• A judicious parent encourages his children to make their own decisions.贤明的父亲鼓励儿女自作抉择。

204 chafed   

v.擦热（尤指皮肤）( chafe的过去式 )；擦痛；发怒；惹怒

参考例句：

• Her wrists chafed where the rope had been. 她的手腕上绳子勒过的地方都磨红了。
• She chafed her cold hands. 她揉搓冰冷的双手使之暖和。 来自《现代英汉综合大词典》

205 subscribe   

vi.(to)订阅，订购；同意；vt.捐助，赞助

参考例句：

• I heartily subscribe to that sentiment.我十分赞同那个观点。
• The magazine is trying to get more readers to subscribe.该杂志正大力发展新订户。

206 kernel   

n.(果实的)核，仁；(问题)的中心，核心

参考例句：

• The kernel of his problem is lack of money.他的问题的核心是缺钱。
• The nutshell includes the kernel.果壳裹住果仁。

207 consonant   

n.辅音；adj.[音]符合的

参考例句：

• The quality of this suit isn't quite consonant with its price.这套衣服的质量和价钱不相称。
• These are common consonant clusters at the beginning of words.这些单词的开头有相同辅音组合。

208 detailed   

adj.详细的，详尽的，极注意细节的，完全的

参考例句：

• He had made a detailed study of the terrain.他对地形作了缜密的研究。
• A detailed list of our publications is available on request.我们的出版物有一份详细的目录备索。

209 levies   

（部队）征兵( levy的名词复数 )； 募捐； 被征募的军队

参考例句：

• At that time, taxes and levies were as many as the hairs on an ox. 那时，苛捐杂税多如牛毛。
• Variable levies can insulate farmers and consumers from world markets. 差价进口税可以把农民和消费者与世界市场隔离开来。

210 considerably   

adv.极大地；相当大地；在很大程度上

参考例句：

• The economic situation has changed considerably.经济形势已发生了相当大的变化。
• The gap has narrowed considerably.分歧大大缩小了。

211 debentures   

n.公司债券( debenture的名词复数 )

参考例句：

• My money is invested in debentures. 我把钱用于买债券。 来自《现代汉英综合大词典》
• Owners of debentures do not have voting rights. 信用债券的所有人没有选择权。 来自辞典例句

212 liquidated   

v.清算( liquidate的过去式和过去分词 )；清除（某人）；清偿；变卖

参考例句：

• All his supporters were expelled, exiled, or liquidated. 他的支持者全都被驱逐、流放或消灭了。 来自《简明英汉词典》
• That can be liquidated at market value any time. 那可按市价随时得到偿付。 来自辞典例句

213 conversion   

n.转化，转换，转变

参考例句：

• He underwent quite a conversion.他彻底变了。
• Waste conversion is a part of the production process.废物处理是生产过程的一个组成部分。

214 underlying   

adj.在下面的，含蓄的，潜在的

参考例句：

• The underlying theme of the novel is very serious.小说隐含的主题是十分严肃的。
• This word has its underlying meaning.这个单词有它潜在的含义。

215 recording   

n.录音，记录

参考例句：

• How long will the recording of the song take?录下这首歌得花多少时间？
• I want to play you a recording of the rehearsal.我想给你放一下彩排的录像。

216 supreme   

adj.极度的，最重要的；至高的，最高的

参考例句：

• It was the supreme moment in his life.那是他一生中最重要的时刻。
• He handed up the indictment to the supreme court.他把起诉书送交最高法院。

217 chambers   

n.房间( chamber的名词复数 )；（议会的）议院；卧室；会议厅

参考例句：

• The body will be removed into one of the cold storage chambers. 尸体将被移到一个冷冻间里。 来自《简明英汉词典》
• Mr Chambers's readable book concentrates on the middle passage: the time Ransome spent in Russia. Chambers先生的这本值得一看的书重点在中间：Ransome在俄国的那几年。 来自互联网

218 infringing   

v.违反（规章等）( infringe的现在分词 )；侵犯（某人的权利）；侵害（某人的自由、权益等）

参考例句：

• The material can be copied without infringing copyright. 这份材料可以复制，不会侵犯版权。
• The media is accused of infringing on people's privacy. 人们指责媒体侵犯了大家的隐私。 来自《简明英汉词典》

219 equity   

n.公正，公平，（无固定利息的）股票

参考例句：

• They shared the work of the house with equity.他们公平地分担家务。
• To capture his equity,Murphy must either sell or refinance.要获得资产净值，墨菲必须出售或者重新融资。

220 enjoin   

v.命令；吩咐；禁止

参考例句：

• He enjoined obedience on the soldiers.他命令士兵服从。
• The judge enjoined him from selling alcohol.法官禁止他卖酒。

221 interfere   

v.(in)干涉，干预；(with)妨碍，打扰

参考例句：

• If we interfere, it may do more harm than good.如果我们干预的话，可能弊多利少。
• When others interfere in the affair,it always makes troubles. 别人一卷入这一事件，棘手的事情就来了。

222 accomplished   

adj.有才艺的；有造诣的；达到了的

参考例句：

• Thanks to your help,we accomplished the task ahead of schedule.亏得你们帮忙,我们才提前完成了任务。
• Removal of excess heat is accomplished by means of a radiator.通过散热器完成多余热量的排出。

223 accruing   

v.增加( accrue的现在分词 )；（通过自然增长）产生；获得；（使钱款、债务）积累

参考例句：

• economic benefits accruing to the country from tourism 旅游业为该国带来的经济效益
• The accruing on a security since the previous coupon date. 指证券自上次付息日以来所累积的利息。 来自互联网

224 assented   

同意，赞成( assent的过去式和过去分词 )

参考例句：

• The judge assented to allow the prisoner to speak. 法官同意允许犯人申辩。
• "No," assented Tom, "they don't kill the women -- they're too noble. “对，”汤姆表示赞同地说，“他们不杀女人——真伟大！

225 expiration   

n.终结，期满，呼气，呼出物

参考例句：

• Can I have your credit card number followed by the expiration date?能告诉我你的信用卡号码和它的到期日吗?
• This contract shall be terminated on the expiration date.劳动合同期满，即行终止。

226 discretion   

n.谨慎；随意处理

参考例句：

• You must show discretion in choosing your friend.你择友时必须慎重。
• Please use your best discretion to handle the matter.请慎重处理此事。

227 liens   

n.留置权，扣押权( lien的名词复数 )

参考例句：

• Car les liens économiques n'ont jamais été aussi forts. 因为经济纽带从来没有如此强大。 来自互联网
• Chapter XI Procedures for Publicizing Notice for Assertion of Maritime Liens. 第十一章船舶优先权催告程序。 来自互联网

228 retired   

adj.隐退的，退休的，退役的

参考例句：

• The old man retired to the country for rest.这位老人下乡休息去了。
• Many retired people take up gardening as a hobby.许多退休的人都以从事园艺为嗜好。

229 maturity   

n.成熟；完成；(支票、债券等)到期

参考例句：

• These plants ought to reach maturity after five years.这些植物五年后就该长成了。
• This is the period at which the body attains maturity.这是身体发育成熟的时期。

230 auxiliary   

adj.辅助的，备用的

参考例句：

• I work in an auxiliary unit.我在一家附属单位工作。
• The hospital has an auxiliary power system in case of blackout.这家医院装有备用发电系统以防灯火管制。

231 predecessors   

n.前任( predecessor的名词复数 )；前辈；（被取代的）原有事物；前身

参考例句：

• The new government set about dismantling their predecessors' legislation. 新政府正着手废除其前任所制定的法律。 来自《简明英汉词典》
• Will new plan be any more acceptable than its predecessors? 新计划比原先的计划更能令人满意吗？ 来自《简明英汉词典》

232 procured   

v.（努力）取得， （设法）获得( procure的过去式和过去分词 )；拉皮条

参考例句：

• These cars are to be procured through open tender. 这些汽车要用公开招标的办法购买。 来自《现代汉英综合大词典》
• A friend procured a position in the bank for my big brother. 一位朋友为我哥哥谋得了一个银行的职位。 来自《用法词典》

233 recipients   

adj.接受的；受领的；容纳的；愿意接受的n.收件人；接受者；受领者；接受器

参考例句：

• The recipients of the prizes had their names printed in the paper. 获奖者的姓名登在报上。 来自《简明英汉词典》
• The recipients of prizes had their names printed in the paper. 获奖者名单登在报上。 来自《现代英汉综合大词典》

234 slashed   

v.挥砍( slash的过去式和过去分词 )；鞭打；割破；削减

参考例句：

• Someone had slashed the tyres on my car. 有人把我的汽车轮胎割破了。
• He slashed the bark off the tree with his knife. 他用刀把树皮从树上砍下。 来自《简明英汉词典》

235 amalgamation   

n.合并，重组；；汞齐化

参考例句：

• We look towards the amalgamation of some of the neighborhood factories.我们指望合并一些里弄工厂。
• The proposed amalgamation of the two institutes has mow fallen through.这两个研究所打算合并的事现在已经落空了。

236 strictly   

adv.严厉地，严格地；严密地

参考例句：

• His doctor is dieting him strictly.他的医生严格规定他的饮食。
• The guests were seated strictly in order of precedence.客人严格按照地位高低就座。

237 derived   

vi.起源；由来；衍生；导出v.得到( derive的过去式和过去分词 )；（从…中）得到获得；源于；（从…中）提取

参考例句：

• Many English words are derived from Latin and Greek. 英语很多词源出于拉丁文和希腊文。 来自《简明英汉词典》
• He derived his enthusiasm for literature from his father. 他对文学的爱好是受他父亲的影响。 来自《简明英汉词典》

238 rehabilitation   

n.康复，悔过自新，修复，复兴，复职，复位

参考例句：

• He's booked himself into a rehabilitation clinic.他自己联系了一家康复诊所。
• No one can really make me rehabilitation of injuries.已经没有人可以真正令我的伤康复了。

239 discriminating   

a.有辨别能力的

参考例句：

• Due caution should be exercised in discriminating between the two. 在区别这两者时应该相当谨慎。
• Many businesses are accused of discriminating against women. 许多企业被控有歧视妇女的做法。

240 hovered   

鸟( hover的过去式和过去分词 )； 靠近（某事物）； （人）徘徊； 犹豫

参考例句：

• A hawk hovered over the hill. 一只鹰在小山的上空翱翔。
• A hawk hovered in the blue sky. 一只老鹰在蓝色的天空中翱翔。

241 sensational   

adj.使人感动的，非常好的，轰动的，耸人听闻的

参考例句：

• Papers of this kind are full of sensational news reports.这类报纸满是耸人听闻的新闻报道。
• Their performance was sensational.他们的演出妙极了。

242 misgivings   

n.疑虑，担忧，害怕；疑虑，担心，恐惧( misgiving的名词复数 )；疑惧

参考例句：

• I had grave misgivings about making the trip. 对于这次旅行我有过极大的顾虑。
• Don't be overtaken by misgivings and fear. Just go full stream ahead! 不要瞻前顾后， 畏首畏尾。甩开膀子干吧！ 来自《现代汉英综合大词典》