CHAPTER III PHILADELPHIA & READING

    Early history—Purchase of coal lands—Funding of floating debt—Failure—Struggles between Gowen and his opponents—Reorganization—Second failure and reorganization.

The Philadelphia & Reading Railroad has been peculiarly unfortunate. Although serving a region of abundant traffic, it failed three times between 1880 and 1895, and was in the hands of receivers ten years. It was reorganized after each failure, and each reorganization was marked by bitter struggles between contending parties, due in part to divergence³ in financial interests, and in part to personal rivalries⁴.

In 1833 the Philadelphia & Reading Railroad was chartered by the Legislature of Pennsylvania to build a road from Philadelphia to Reading, a distance of 58 miles. Its early history does not concern us. In 1862 it leased, owned, and operated 437.4 miles of track, equivalent, roughly, to 119.4 miles of line; and derived⁵ $2,879,419 out of its gross earnings⁶ of $3,911,830 from the carriage of coal. Its capitalization was extremely high, roughly, $193,417 per mile of line,155 and the necessary payments each year, not including dividends⁸, took up $1,454,635. At this time the road owned no coal lands, but, like the Lehigh Valley Railroad and the Schuylkill Canal, remained a common carrier, and relied upon the advantages of its position in respect to the Southern coal fields to secure the tonnage which it required.

From 1862 to 1865 inclusive the Reading enjoyed a period of extreme prosperity. The Navy Department, during the war, required large quantities of fuel, and in the revival¹⁰ of business after the conclusion of peace the Reading took its part. Merchandise earnings increased from $523,416 in 1862 to $1,165,277 in 1865; coal earnings from $2,879,419 to $8,627,292; and though expenses76 also increased, yet net earnings grew from $2,375,247 to $5,236,655, and the balance of earnings, after all charges had been paid, from $920,612 to $2,632,566. Dividends meanwhile ranged from 14 per cent on the preferred stock in 1862 to 10 per cent on both preferred and common in 1866, though the majority of the distributions were made in stock. On the whole, during the Civil War and for a whole year afterwards, the Reading was able to carry without difficulty the burden of an enormous capitalization. What increase in capital occurred at this time was in stock, and did not add to the load, although the desire to pay dividends on the increased stock led to the piling up of new issues.

In 1869 an entirely¹¹ new departure in Reading policy occurred. Whereas the road had previously¹² owned no coal lands, with the advent¹³ of Mr. F. B. Gowen to the presidency¹⁴ it began to purchase on an enormous scale. “The repeated and serious interruptions of the business of the company,” said the annual report for 1871, “caused by strikers in the coal regions during the last few years, and the many fluctuations¹⁵ in the coal trade, produced by alternate periods of expansion and depression resulting therefrom, have attracted the attention of the managers of the company to the necessity of exercising some control over the production of coal, so as to prevent a recurrence¹⁶ of the difficulties heretofore experienced; and it was believed that the best way to accomplish this result, without injuriously affecting individual interests, was for the company to become the owner of coal lands situate upon the line of its several branches.”156 Further, it was felt that some steps were necessary to retain for the Reading even the coal tonnage which it enjoyed. In 1871 every rival carrier had invested large sums in coal properties, and all the fields but the Schuylkill and Mahanoy (western middle) were occupied, while carriers had begun to enter the Mahanoy district, and it was reported to be their intention to build lines straight through to the Schuylkill fields.

The anthracite coal regions of Pennsylvania lie in four main districts: the Northern or Wyoming; the Southern or Schuylkill; and two smaller intermediate fields known respectively as the Eastern Middle or Lehigh region and the Western Middle or Mahanoy and Shamokin basins. The Northern field is the more easily worked,77 and the Southern field is the richer.157 Between 1869 and 1881 the Reading Railroad and its alter ego¹⁷, the Coal & Iron Company, formed for the purpose, spent $73,326,668 for lands in the Schuylkill and Western Middle districts, securing 142 square miles, or 60 per cent of all the anthracite lands of these districts, and 30 per cent of all in Pennsylvania. Of the purchase money $69,816,204 were supplied either by the Railroad Company or by sale of Coal & Iron Company bonds which the Railroad Company guaranteed. The Coal & Iron Company incurred¹⁸ non-guaranteed liabilities for the rest.158 This gave ample resources for the permanent supply of coal tonnage to the railroad, and was sufficient also to give a considerable measure of control over production in the Southern district. Independent operators did continue, however, and the Reading coal was subject to the competition of coal from other fields. More important still, in attaining¹⁹ control, “all kinds of coal properties, good, bad, and indifferent, were purchased without regard to original cost, location, or revenue producing capacity.”159 In 1880 an engineer of reputation was appointed to evaluate the Reading coal lands, and78 recommended the surrender of five properties that originally cost $5,207,167, upon which there were encumbrances²¹ of $5,015,000. “But little weight,” said he, “should be given to the fear that rivals will possess the surrendered property; most of it is not a tempting²² investment.” Exorbitant²³ prices were paid for the lands purchased. By 1881, as noted²⁴, there had been expended²⁵ in all by the two Reading companies $73,326,668. This same report said that, “assuming the profit on the future coal product to be 30 cents per ton of coal shipped, that the company will be able to reduce the rate of interest on the money needed to hold and develop the property from 7 per cent to 6 per cent per annum, and that the development will be at the rate just stated [outlined earlier in the report], the whole estate has a value of $32,394,799: the company’s interest in the estate is worth $30,630,648, and, including colliery improvements belonging to the company, but situate on lands owned by others, the whole of the company’s property is worth $31,197,484.”160

It is unquestionable that the Reading did acquire an enormously valuable property in the decade succeeding 1870. It seems just as clear that it paid more for this than was necessary; but what is perhaps more to the point is the fact that the Reading paid more than it could afford. Whatever the ultimate advantages to be gained by exclusive possession of any considerable section of the coal fields, the Reading was not large enough nor financially strong enough to make such vast purchases within so short a space of time. The prosperity of the Civil War had disappeared, net profits were fluctuating without marked tendency to increase, the figures for 1870 being actually less than those of 1863, while the interest on bonds had more than doubled since 1867, and the sum required for dividends had increased. To advance $54,886,647 to the Coal & Iron Company under these conditions, and to become responsible as guarantor for $14,929,557 more, would have been ill-advised even had the prices paid by the company been in strict accord with the commercial estimate of the time. Under the best of circumstances returns from much of the property acquired could not be secured for many years. The parts of the coal fields which were worked yielded an income, though it was seldom that the collieries were allowed to run to their full capacity; but those districts which79 were bought for the sake of controlling the coal situation, or in order to secure a future reserve, and which in many cases could not be worked at existing prices, occasioned a drain upon the company to the amount of interest on the purchase money, with no return of any kind. Moreover, the purchase of the coal lands put the Reading in the anomalous²⁷ position of a railroad corporation interested in industrial lines. It could no longer be content with encouraging the transportation of its main source of revenue (coal), but had to care as well for the price at which this coal was sold. When depression in the coal trade came, the Reading lost both as producer and as carrier, for less was transported, and that amount was sold at a lower price; but when good times came, from which as a simple carrier it might have profited largely, it struggled with conditions of over-production which should rightly have been none of its concern. There was, finally, a peculiar¹ fatality²⁸ in the time which the Reading chose for its expansion. The year 1873 will always be remembered as one of the most disastrous²⁹ in the history of the United States. Commencing with the failure of Messrs. Jay Cooke & Co. on the 18th of September, the panic spread with such rapidity as to lead to the closing of the New York Stock Exchange on September 30. All railroad securities were exceedingly depressed³⁰, call loans were high, and it was nearly impossible to secure new capital. Business the next five years was very dull, and the Reading actually earned less gross in 1879 than in the year before the panic, and this at the very time that its liabilities were so largely extended. The natural result was the financial difficulty which can be detected as early as 1876. In June it appears that, owing “to the continued depression in the iron and coal trades and the consequent falling off in transportation,” the road was obliged to reduce its working force. In July the usual dividend⁷ was passed; salaries were lowered in September, and still later a temporary loan was secured to tide over the floating debt, which then amounted to $8,272,359. By the next year the matter had become serious enough to necessitate³¹ a formal proposition to creditors³² for the postponement³⁵ of interest payments and of payments on the floating debt. The company professed³⁶ itself able to carry out the following:

(a) To pay the interest on prior liens³⁸ in full.

(b) To pay one-half the interest on the general mortgage bonds80 and on the Perkiomen sterling³⁹ mortgage bonds for three years in cash, and one-half in five-year interest-bearing scrip, with the option to the holder⁴⁰ of receiving instead scrip for the three coupons⁴¹ first maturing and cash for the rest.

(c) To pay for five years in scrip the interest on the debenture⁴² bonds of both the Railroad and Coal & Iron Companies; the convertible⁴³ bonds of the Railroad Company, the bonds due in 1885, 1902, and 1918 of the Tidewater & Susquehanna Canal Company, and so much of the rent due to the Schuylkill Navigation Company as was applicable to the payment of dividends to stockholders of the Company and to the interest upon its mortgage loan of 1895.

(d) To suspend the drawings for the payments of sinking funds and of the improvement and general mortgage bonds for a period not exceeding four years, if so long a time should be required for the payment of the floating debt.161

“The relief to be obtained from the above,” said President Gowen, “will undoubtedly⁴⁵ enable the managers, even with no improvement in traffic or increase of rates, to meet the fixed⁴⁶ charges on all obligations of both companies other than those above named, and to pay off the entire floating debt within such time as will be satisfactory to the holders⁴⁴ thereof.” Certain modifications⁴⁷ were suggested by the London securityholders, providing for trustees with some power to protect the creditors,162 and the plan went quietly into effect.

From now on matters went from bad to worse. The year 1878 showed a falling off in almost every source of revenue, while expenses and charges remained very nearly the same. Depression in the coal trade and connection with the Coal & Iron Company, general dulness of business after 1873, troubles with employees, over-capitalization, all had their share in pushing the company still further into the mire⁴⁸. It became unable to keep its share of the existing business, and the percentages of the Schuylkill output carried by it steadily⁴⁹ decreased from 83.49 in 1877 to 75.45 in 1881, while its percentage of the aggregate⁵⁰ output from all the anthracite region diminished from 32.82 to 24.44. “It appears, therefore,” said the annual report for 1881, “that while other companies have steadily increased their capacity of production by regular and judicious⁵¹ expenditures81 for new openings, breakers, machinery⁵⁴, and other facilities for mining and delivering coal, the Reading Company has apparently⁵⁵ remained stationary⁵⁶.... For this policy the local officers in charge are not probably responsible, as it was undoubtedly forced upon them by the management, because of the impoverished⁵⁷ and embarrassed condition of the company’s finances.”163

Throughout 1879 there was trouble over the payment of wages, perhaps as good a sign of financial difficulty as can be desired. Employees were paid in scrip, not cash, and even scrip wages were left overdue⁵⁸. President Gowen went to Europe toward the middle of the year, but not at all, as he carefully explained, in order to place a new loan, or to transact⁵⁹ any business except a little in relation to some railroads for the company; in fact, the condition of the Reading was an open secret, and new loans were impossible to obtain. In May, 1880, the New York and Philadelphia banks began to refuse further accommodations. At the same time the period during which, according to the agreement of 1877, cash payment of general mortgage coupons was suspended, drew to a close, and on May 21 the Philadelphia & Reading announced its inability to meet its obligations. As was said at the time, the company did not fall with a crash because it had not far to fall.

The failure occurred on May 21, and on May 24 Messrs. F. B. Gowen (president of the company), Edwin A. Lewis, and Stephen A. Caldwell were appointed receivers. Their resources were scanty⁶⁰ and they had to do with them as best they could. On the one hand they applied⁶¹ to the court for authority to borrow $1,000,000 to pay the wages of employees and interest falling due July 1, and on the other they cut down expenses by reducing the working force in the repair shops, by putting the shops on short time, by discontinuing many of the trains on different lines, and by ceasing all dead work at the collieries.

Before any plan could be proposed for the rehabilitation⁶² of the company the condition of its finances had to be known, and this again the receivers took in charge. Their report in June, 1880, showed a sufficiently⁶³ serious state of affairs. The floating debt of the Railroad Company had mounted up to $10,254,766, besides $1,900,482 more for the Coal & Iron Company. This represented82 an increase of $3,604,000 as compared with November 30, 1879, and an English bondholders’ committee declared that only $2,930,000 of it were represented by value.164 The rest had apparently been incurred in desperate attempts to preserve the solvency⁶⁴ of the company. The total liabilities of the Railroad and Coal & Iron Companies, including mortgage, debenture debt, floating debt, and miscellaneous items, but excluding stock, were $152,436,890. The deduction⁶⁵ from these figures of the Coal & Iron bonds held by the Railroad Company, which would have constituted a duplication of indebtedness, left a total of $106,215,830.

The stock of the two companies amounted to $42,278,175, and the stock in the hands of the public to $39,278,175. The grand total of liabilities was thus the enormous sum of $145,494,005. The charges for interest and sinking funds were $7,542,094, and the annual payment of $5,629,764, due on $87,558,482 of railroad bonded⁶⁶ indebtedness, shows that the rate of interest upon the bonds was high. The net revenue was $5,494,979, and there was therefore a deficit⁶⁷ of $2,047,115. Meanwhile the Coal & Iron Company had reported a regular deficit up to 1880, which, though not significant in itself, because of close relations with the Railroad Company and the impossibility of determining how much the Coal Company’s rightful profits were reduced by exorbitant transportation rates, yet made it very clear that from this source the Railroad Company could expect no aid toward the cancellation⁶⁸ of the railroad deficit revealed.

The combined companies were unable to earn their fixed charges: the continuation of the struggle to do so was sure to mean, as it had in the past, merely a piling up of the floating debt. The coupon-funding scheme of 1877 had shown the inevitable⁷⁰ result of temporary measures of relief; and though business in 1880 was rapidly improving, there was need for a radical⁷¹ reduction in the burden resting upon the company. Pending⁷² action, a bill for foreclosure was introduced under the general mortgage of 1874.165 A valuation of the Reading coal properties, to which reference has already been made, was started. It was entrusted⁷³ at first to Mr. S. B. Whitney,83 chief engineer of the Coal & Iron Company, and to Mr. Frank Carver, the land agent; but was later given over to Mr. Joseph S. Harris, chief engineer of the Lehigh Coal & Navigation Company, in order to have the opinion of an unprejudiced expert.166

The first suggestion for a plan of reorganization came from England. The consolidated⁷⁴ mortgage, prior to the general mortgage, was to be foreclosed; general mortgage bonds were to be deprived of their right to sue or to foreclose; all unsecured bonds and junior mortgages were to be exchanged for preferred stock; and a $15 assessment⁷⁵ was to be levied⁷⁶ upon the stock, for which collateral⁷⁷ trust 7 per cent bonds were to be given. This assessment was relied on to pay off the floating debt, and the new company was to start free, with but $33,564,000 of mortgage indebtedness.167

This plan was a step in the right direction. It recognized the validity of prior liens, followed a sound principle in providing for the floating debt by assessments⁷⁸ upon the stock, and relieved the company from the likelihood of a future failure by its treatment of the general mortgage bonds; but it was weak in that it reduced the general mortgage to the anomalous position of a bond entitled to a fixed return without the power to enforce it. Stockholders, moreover, objected strenuously⁷⁹ to the assessment, maintaining that business conditions were now such as to make milder measures sufficient.

In October, 1880, Mr. J. W. Jones, formerly⁸⁰ vice-president of the Reading Company, urged that an assessment on the stock was not necessary, and proposed the following:

(1) To convert the income, debenture, and convertible bonds and scrip into second preferred stock bearing 5 per cent interest if earned;

(2) To issue $15,000,000 of first preferred stock, with which to retire the floating debt;

(3) To scale the Coal Company mortgage bonds $200,000 per annum, which could possibly be done by consent of holders, if not, then by foreclosure.168

The main difference between this and the English scheme lay in the treatment of the floating debt. It is improbable, however, that84 the substitute which this plan offered would have been sufficient, and that the preferred stock could have brought $66, at which price alone it would have covered the floating debt. Reading common stock was selling in the middle of the month at 16?; general mortgage 6s were bringing only 74?, while debentures⁸¹ and convertible 7s were being quoted at 28 and 37 respectively.

In October a representative of the English bondholders arrived in Philadelphia for the purpose of examining into the condition of the company, and the following month agreed with the board of managers upon a reorganization committee to act in the United States. “The probabilities are,” said this gentleman (Mr. Thomas Wilde Powell), “that it will be found that the bondholders in London will be willing to do as they did in the case of the Erie, that is, fund a reasonable number of coupons ... for the purpose of setting at liberty a portion of the revenue to pay unfunded claims.”169 The next move in the reorganization of the company came, however, not from this committee but from President Gowen, the man who had led the Reading into the purchase of coal lands, and who still remained in office in spite of the hostility⁸² shown toward him. His scheme comprised two parts: the first an issue of income bonds with which to pay off the floating debt (together with $5,000,000 mortgage bonds); the second a grand general mortgage to retire existing indebtedness. The plan in more detail was as follows:

(1) The company was to create $34,300,000 deferred⁸³ income bonds, on which interest was to be deferred to a dividend of 6 per cent on the common stock. After this amount had been paid the bonds were to take all revenue up to 6 per cent and were then to rank pari passu with the common shares for further dividends. The debentures were to be issued at 30 per cent of their par² value, or $15 per bond; and before selling or disposing of said bonds in the market the option of taking a pro⁹ rata share was to be first offered to the stockholders of the company.170

(2) A more permanent relief for the company was to be obtained from the proposal to issue a new long time or perpetual 5 per cent funding mortgage of $150,000,000, divided into two classes, A and B, of $75,000,000 each: class A having priority of lien³⁷ and interest charge over class B. With this issue it was proposed, by purchase85 or exchange, to retire all outstanding indebtedness, and to acquire by purchase the securities of the companies owning the leased lines. It was estimated that $140,000,000 of the new issue would provide for all of this, the total interest on which would be $7,000,000, as against fixed charges for interest, sinking funds, and rentals⁸⁶, of $10,657,116, making an annual saving of $3,657,116.171 Mr. Gowen did not expect to secure so large an annual reduction, owing to the impossibility of purchasing the higher securities and the probable appreciation⁸⁷ in value of the lower ones; but he did expect to realize in all a saving of some $2,700,000.

In part this plan was commendable⁸⁸; in part it was inadequate⁸⁹, and in part it relied on a mere⁶⁹ juggling⁹⁰ with words. The proposal to unify⁹¹ all classes of indebtedness by a grand consolidated 5 per cent mortgage was a good one, both in the simplification of accounts which was to be expected, and in the reduction in fixed charges so far as this reduction went; but on the one hand a reduction of $2,700,000 in charges was too little for a company which had reported for that very year a deficit of $2,000,000, and on the other hand too little allowance was made for the difficulty of forcing securityholders without a foreclosure sale to submit to a definitive⁹² scaling down of their holdings, with not even a preferred stock to show for the sacrifice. In its handling of the floating debt, the plan was a second edition of Mr. Jones’s stock-selling scheme, with all the good points left out. What justification⁹³ there could have been for calling securities, such as the deferred incomes, “bonds,” which were to be issued for no definite time, ranked even after the common stock for dividends, and were of such doubtful character that Mr. Gowen himself proposed to sell them for one-third of their face value, does not appear; unless it be that the lack of voting power, itself a disadvantage, entitled them to the more respected name. The deferred income bonds were a device for saddling the holders of the unsecured debt with a worthless certificate which they might be induced to accept because of its name, and to which not even the Reading stockholders could object. Furthermore, even if the creditors had been eager for this new issue, in itself it would not have been sufficient. The issue, if taken up, would have yielded $10,200,000. It was proposed besides to sell $5,000,000 of unissued86 general mortgage bonds, which, after the success of the deferred income bonds, it was presumed would sell at par. Income bonds and general mortgage together promised a total of $15,200,000, or more than $1,000,000 over cash requirements after commissions had been paid.172

However poor the prospect⁹⁴, there was no lack of syndicate guarantee. In November, 1880, a London syndicate agreed to deposit with an American bank, to be named by the company, the sum of $2,058,000, to be forfeited⁹⁵ in case they failed to take at the issue price all deferred income bonds not taken by the shareholders⁹⁶. This syndicate further agreed that the company might retain, up to $1,000,000, out of the deposit money, whatever might be necessary to make up a second instalment of $4 on such neglected bonds.173 Nothing was asked from the company in return except the chance to sell the bonds purchased at a premium⁹⁷. “As long as the bond- and shareholders find the money,” remarked the London Times, “there is nothing to be said. In all probability, however, these deferred bonds will become a medium for the very worst kind of gambling⁹⁸, and their chances for a dividend appear to us to be very small.”174

In December Mr. Gowen’s plan received the approval of the American committee and of the board of managers of the company. Bondholders were in no way injured by the worthlessness of the deferred income bonds, and only the most far-sighted could be expected to have demanded a larger reduction in their claims. The same month a meeting of London bond- and shareholders passed unanimously a resolution expressing confidence in President Gowen, and adopting his scheme.175 Opposition⁹⁹ came from the influential¹⁰⁰ London banking¹⁰¹ firm of McCalmont Bros., and the struggle centred about the annual election set for January 10, 1881. The last of November or first of December President Gowen issued a circular in which he said: “As I am about to visit Europe on business of the company, and as it is possible that I may not return until the first week in January, I think it proper to call your attention to the fact that it is highly important that all shareholders who can possibly do so should attend the annual meeting in Philadelphia87 on the second Monday in January. An effort will undoubtedly be made at the next election to control the management of the company in the interest of rival lines, and if the effort is successful the future of the Philadelphia & Reading Railroad Company will be little, if any, better than that of the Philadelphia & Erie Railroad Company, or of the Northern Central Railroad Company.”176 In Europe, or, more strictly¹⁰² speaking, in London, Gowen busied himself in placing his deferred income bonds, with apparently a very considerable measure of success. As to the result of the coming election he professed absolute confidence. It made little difference, said he, which way the McCalmonts decided¹⁰³ to vote their shares. He could be elected without any English votes at all, and with the backing of the English bondholders who had resolved to support him, the matter was not at all in doubt.177 On January 4, six days before the date set for the election, Gowen actually issued a prospectus¹⁰⁴ for his new income and mortgage loans, and cabled to Vice-President Keim that he was satisfied that he could dispose of the general mortgage A bonds at 110 and the general mortgage B bonds at par.178

Meanwhile in America both parties had recourse to the courts: the McCalmonts, to prevent the issue of the deferred income bonds, and the friends of Mr. Gowen to get the election postponed¹⁰⁵ in order to give the president time to return from Europe. The latter suit was the first decided. Judge McKennan, of the United States Circuit Court, refused to grant an order, but unofficially advised postponement. The board of managers therefore withdrew the notice of the annual meeting, and on January 12 voted to postpone³⁴ it indefinitely. Counsel for the McCalmonts then made application to the Court of Common Pleas in Philadelphia for a mandamus to compel the board to call a meeting. They obtained a peremptory¹⁰⁶ mandamus on January 24, but accepted the date of March 14 as satisfactory, and forbore further proceedings¹⁰⁷.

The matter of the deferred income bonds was complicated by a full and complete authorization¹⁰⁸ which Mr. Gowen had before obtained from the Circuit Court for the issue of his bonds. The request of the McCalmonts was twofold: the court was prayed to revoke¹⁰⁹ the previous decree, and to enjoin¹¹⁰ any further action in the negotiation¹¹¹ or consummation of the said scheme; or, failing this, to direct the88 officers of the company and the receivers to refrain from the issue of the bonds until the form thereof should have been settled by the said court, and also until deposit with the receivers should have been made of the $2,058,000 provided as a guarantee.179 The first request sought a prohibition¹¹² of the issue; the second attempted to delay the negotiation of the bonds until the annual election should have passed and the McCalmonts should have had a chance to obtain control. The immediate¹¹³ result was the transference to Philadelphia of the $2,058,000 guaranteed, from its place of deposit in London. In February the McCalmonts obtained a revocation¹¹⁴ of the original grant of authority for the deferred income bonds, a continuance of the suit for a preliminary injunction, and an order restraining the respondents from “making any agreement or ordering any act by which the Philadelphia & Reading Railroad Company [might] be definitely bound touching¹¹⁵ the deferred bond plan or the proposed mortgage loan of $150,000,000.”180

In January the Coal & Iron Company quietly held its annual election, and chose Mr. Gowen president. As the time for the postponed election of the Railroad Company came round, the activity of both sides became intense. Both Gowen, who was still in London, and the McCalmonts issued calls for proxies¹¹⁶. The former appealed to the shareholders to save the property from passing into the hands of the Pennsylvania Central Railroad Company, which he said was believed to be the ruling power behind the McCalmont litigation. The latter objected vigorously to this charge, and pointed²⁰ out that the Reading managers held only 16,500 shares of the company’s stock, and that some of them had barely enough to qualify them for the positions which they held.181 The McCalmonts, furthermore, applied to the courts for an injunction to prevent Gowen from voting on the shares pledged as collateral for the floating debt. They maintained with some justification that these shares could not legally be voted, and that it was particularly illegal for the president to use them to elect himself.182

On March 12 the Court of Common Pleas issued a decree regulating the conditions under which the election should be held, providing for the separate count of votes of shares transferred three89 months before the election, and for the ultimate reference of all disputed points to the Court. By this time Mr. Gowen had become alarmed at the apparent strength of the McCalmonts, and had come to realize that a possible disenfranchisement of a part of his own holdings on the ground of too recent transference might lessen¹¹⁸ his chances of retaining control. He recalled, however, that the annual meeting had been postponed from January 10 to March 7, and finally to March 14. This, it occurred to him, might transform it from a regular to a special meeting, and might, according to the terms of the company’s charter, make necessary the presence and vote of a majority of all the shares outstanding, instead of a simple majority of all the shares on hand. If this should be true a disenfranchisement of his holdings would be of less importance; for whether disenfranchised or not, these would form part of the total shares outstanding, of which an absolute majority would be required.

On March 12, two days before the appointed date, Mr. Gowen issued a letter to the shareholders. “I hold,” said he, “up to the present time, the proxies of 1921 shareholders of the company, owning 359,500 shares of the capital stock, being very considerably¹¹⁹ more than a majority of all the shares.... Of the shares for which I hold proxies, so large a proportion, however, may possibly be disenfranchised by failure to register, that if the legal meeting of the stockholders is held on Monday next, and it should subsequently be determined¹²⁰ by the Court that three months’ prior registry is essential to confer the right of voting, it may be possible that the wishes of the great majority of bona fide shareholders may be overruled by a minority.... I have determined to abstain¹²² from attending the meeting, and I earnestly request all shareholders who support the present management to absent themselves from the meeting on Monday, and thus to give legal effect to their wishes by making it impossible for the minority to secure the attendance of a quorum¹²³....”183

Mr. Gowen’s friends, English and American, followed his suggestion; and at the meeting on Monday but 211,095 out of 687,663 registered shares appeared to vote. The immediate result was the almost unanimous election of Mr. Bond, the candidate of the90 McCalmonts, which was followed by litigation on the part of Mr. Gowen, disputing the legality of the election. By the terms of the decree under which the election had been held, the matter came first before the Court of Common Pleas, which, on April 9, decided that the meeting had been a legal one, and that the officers then voted for by the McCalmonts had been duly elected. With the above court ranged against him, Mr. Gowen took appeal to the Supreme¹²⁴ Court of the state, and meanwhile declined to surrender his position. On April 11 the new board proceeded to the Reading offices in Philadelphia, made formal demand for admittance, and were refused. On April 22 President Bond issued formal notice of his election. An injunction was asked against Mr. Gowen, but was held back until the Supreme Court should have taken action. Meanwhile the old board of managers announced that if a decree supporting the decision of the Court of Common Pleas should be rendered they would make no further opposition; and the transfer agents of the company in Philadelphia and New York refused to transfer any stock until the dispute should have been settled. On April 19 an order of the United States Court interfered¹²⁵ with Mr. Gowen’s exclusive possession, and compelled him to furnish to Messrs. Frank S. Bond, etc., suitable accommodations in the offices of the Philadelphia & Reading Railroad Company, with free access to all books and papers. In May the Supreme Court rendered its decision, holding the meeting of March 14 to have been a regular meeting, and a majority of all the stock outstanding not to have been required for a quorum. Gowen asked for a rehearing, which was denied, and in June, nearly four months after the election, he grudgingly¹²⁶ acknowledged Mr. Bond and his associates as the legally elected president and board of managers.

During all this time the deferred income bond scheme had not remained untouched. In April, 1881, on application of the McCalmonts, the United States Circuit Court at Philadelphia had granted a preliminary injunction against it. “Whatever power the defendant¹²⁷ has in the premises¹²⁸ can only be found in the general authority to borrow money,” said Judge McKennan, and went on to state that the issue did not constitute a loan, because a loan implied reimbursement¹²⁹, and the income bonds were redeemable¹³¹ at no special time.18491 Mr. Gowen promptly¹³² proposed to make them redeemable, and insisted that this made them still more desirable. A week later the $150,000,000 general mortgage was also enjoined¹³³.185

Once out of the presidency Mr. Gowen endeavored to induce the McCalmonts to accept his plan. If they would adopt the deferred income bond scheme, he said in an address to shareholders, he would resign the receivership of the road at once, give bonds never to stand for the presidency again, and further co?perate with them in selecting a new board of directors. As an alternative he offered to buy the McCalmont shares at $40 each, and threatened to beat that party at the next election if it refused.186 In September he assured the stockholders that he could without difficulty put the road upon its feet. “If Bond and his colleagues will resign and reinstate the old management,” he cabled from London, “and advise me by cable of the change, I can, before sailing on Saturday, procure¹³⁴ sufficient advances against the proceeds of preferred [deferred?] income bonds and new 5 per cent consols to pay the floating debt, receivers’ certificates, and all arrears¹³⁵ of interest.”187 Finally, appealing to Mr. Bond direct, Gowen made formal application that the new board should adopt his plan after changing the form of the proposed obligations by making them payable¹³⁶ in 100 or 200 years.188 Bond refused. He pointed out that the deferred income bondholders would be in constant conflict with the management in their endeavor to secure dividends on their holdings, and would attempt to prevent proper and necessary expenditures⁵³ upon the property from current net revenues. He declared that it was questionable²⁶ whether the company had authority to sell its unsecured obligations below par, and that in any case the process would be enormously expensive; and, further, that the language of the obligation did not limit the payment of interest to the source of net revenue only, but might be construed¹³⁷ to compel the declaration of 6 per cent on the income bonds whenever 6 per cent should be paid on the common stock.189 Failing in his attempts to win over his opponents, Gowen turned his energies toward securing their defeat.

Meanwhile President Bond brought forward a plan of his own.92 He had grasped three points of weakness in Gowen’s scheme, namely,—

(1) The issue of a mass of worthless obligations in the deferred income bonds;

(2) The high level of fixed charges which a $150,000,000 5 per cent mortgage entailed¹³⁸;

(3) The lack of any security which had a right to interest only when earned, and which might be given to the bondholders in return for sacrifices which they would otherwise refuse to make.

He proposed, therefore, to create a general consolidated mortgage to cover all the property of the Reading Railroad and Coal & Iron Companies, together with the interest of both companies in all other corporations and property, whether owned or controlled by lease or otherwise. This mortgage was to be junior to the consolidated and to the improvement mortgages only, but was to contain a provision by which, as bonds under these senior mortgages should be retired¹³⁹, additional bonds might be issued under the new mortgage, which was eventually to become a first lien upon all the properties of both companies.190 The total was to be $150,000,000, to be divided into two series: of which series A, for $90,000,000, was to run for fifty years, and was to have a prior lien over series B upon the revenues for interest at the rate of 4? per cent, with a right to enforce foreclosure in case of a twelve months’ default; and series B was to run sixty years, and was to carry interest at 3 per cent, with a right to enforce foreclosure in case of a three years’ default. In prosperous years series B might receive more than 3 per cent: thus the mortgage provided that from current net revenue applicable to dividends it should get 1? per cent additional interest before any dividend should be paid on the stock of the company; after that 3 per cent might be paid on the capital stock, and then 1? per cent additional might be paid on series B; it being understood that the interest in excess of 3 per cent should not be cumulative¹⁴⁰, but was to be paid only from current net revenues of the company otherwise applicable to dividends. These two issues of unequal worth were to be used for different purposes. Series A was to be in part reserved to retire the senior obligations, and in part to be sold to pay off the general mortgage bonds, the general mortgage scrip, the income bonds, the floating93 debt of the Railroad and Coal & Iron Companies secured by collateral, the receivers’ obligations, and the mortgages on real estate that could be paid off. Series B was to be exchanged for the junior obligations, such as the debenture or convertible loans, or was to be held in reserve for subsequent acquisition of the guaranteed stock or obligations of affiliated¹⁴¹ corporations of the Railroad and Coal & Iron Companies.

What this meant for the immediate future was that all prior liens were to remain untouched, while everything from the general mortgage down was to be funded into the new obligations. In some ways this resembled the earlier scheme of Mr. Gowen, since in each case there was to be a $150,000,000 general mortgage in two parts, of which one part was to have priority over the other, and in each case this grand mortgage was to be used ultimately to retire all previously existing indebtedness. An innovation was now made, however, in the difference introduced between the two series. In Gowen’s scheme the amount of each series was to be the same, and each was to fare alike, except for the priority of series A; in that of President Bond, series A was to be half again as large as series B, and was to bear a higher rate of compulsory¹⁴² interest; although, a point of extreme importance, the return upon series B was to run from a minimum of 3 per cent to a maximum of 6 per cent whenever the road should earn it. Thus President Bond gained two things: he reduced the rate of interest which his new bonds could claim in any year from 5 per cent (as under Gowen’s scheme) to an average of something under 4 per cent, which would yet, in prosperous times, net them as much as the old bonds surrendered; and as a still further concession¹⁴³, he gave to the 3 per cent bonds a term of sixty instead of fifty years, raising their value to that extent. As the various existing issues of bonds had different market values, he thought it proper to equalize these values in the exchange by the grant of a bonus in stock, for which the capital stock of the company was to be increased one-third. Here were two of Gowen’s problems in a fair way of solution: the reduction of fixed charges was accomplished¹⁴⁴, while some incentive¹⁴⁵ was given to the junior bondholders to assent¹⁴⁶. Scarcely less from the point of view of sound finance was the gain from the abandonment of the anomalous deferred income bond scheme, with its $34,300,000 of worthless speculative¹⁴⁷ securities.94 Instead, the floating debt, under President Bond’s plan, was to be cared for by the sale of series A bonds, not at one-third their face value, but as near par as possible; by the best of the company’s new securities, in other words, and not by the worst. And, finally, the acquisition of the securities of subsidiary roads was provided for rather ingeniously by the conversion¹⁴⁸ into series B bonds of $10,527,900 convertible 7 per cent bonds, against which had perforce been reserved an equal amount of stock. Conversion released the stock, which became a free asset available for any uses to which the company saw fit to apply it.

Yet while the advance which the plan of President Bond marks over that of President Gowen may be recognized, its defects must also be observed. It was, in the first place, in common with all other schemes suggested, too mild, too little drastic in its operations. The condition of the Reading companies was desperate in the extreme. By President Bond’s own figures the previous five years had shown a deficit of $11,479,217, or an average loss per annum of $2,295,853. The net earnings for 1881 by the same computation had been $8,418,009, and the fixed charges $11,265,666.191 What was needed was a radical scaling down of indebtedness, to take effect not in the far distant future but at once. President Gowen, face to face with a similar situation, had evolved a reduction in fixed charges from about $11,000,000 to about $7,000,000, but had explained that, owing to the impossibility of retiring all of the prior liens at once, the actual figures would be approximately $7,957,000. President Bond, less optimistic, or more honest, stated that the ultimate charge under his plan would be about $6,000,000; but that the immediate reduction would be to about $8,339,000 only, scarcely more than $100,000 below the net earnings of the current year. Both estimates would probably have been under the mark; but the relief which President Bond proposed was utterly¹⁴⁹ inadequate even on his own showing. A margin¹⁵⁰ of surplus earnings which could be wiped out in a single month was no answer to the demand for a restoration of the Reading companies to solvency. In regard to the floating debt, too, Bond’s plan left something to be desired, in that it provided for no assessment, but cared for the floating obligations by the sale of bonds. The danger in relying upon95 the sale of securities to supply the cash requirements of a bankrupt road has been mentioned in connection with Mr. Gowen’s scheme, as indeed at other times before. At best it is advisable only in prosperous times, and when the bonds offered are of high grade; and though the series A bonds might perhaps have been considered high grade, the prosperity of 1880 was not repeated in 1881, and a year of bankruptcy¹⁵¹ and litigation had not improved the Reading’s credit. That the plan failed, however, was due neither to its inadequacy¹⁵² nor to its method of dealing¹⁵³ with the floating debt; but rather to the resolute¹⁵⁴ and uncompromising opposition of Mr. Gowen and his friends, and to the determination of the junior securityholders to stand out for better terms. This twofold resistance caused a syndicate of bankers, which had been relied upon to place the new loan, ultimately to reject it, and the plan fell through.192

To return now to Mr. Gowen. This gentleman had been strengthening his following in every possible way, and had secured one ally of particular importance in the person of Mr. Vanderbilt, who in October, 1881, was reported to be buying largely of the company’s stock. Early in November Mr. Gowen and President Bond both issued addresses to the shareholders. The former maintained that although the present management had been in power for over four months it had done nothing to extricate¹⁵⁶ the company from its difficulties, and promised that if elected he would “retain the office long enough to place the company in a good financial condition, by completing the issue of deferred income bonds and by issuing and selling the 5 per cent consolidated mortgage bonds, the result of which will be the resumption of dividends upon the company’s shares.”193 The business prospects¹⁵⁷ of the company were never better, he continued, and the wisdom of the purchase of the great anthracite coal estate was being demonstrated. Bond, on the other hand, alluded¹⁵⁸ to the failure of Mr. Gowen’s many promises, to the wasteful¹⁵⁹ expenditure⁵² of money, to the coal speculations¹⁶⁰ in which the road had been engaged, to the payment of unearned dividends, and to other points of Gowen’s policy, actual or alleged;194 and his statements were repeated by the McCalmonts in spite of Mr. Gowen’s vehement¹⁶¹ denials.195

96 The election was held from January 9 to January 14, 1882. There were cast 493,601 votes, of which Gowen received 270,984 and Bond 222,617; a result mainly due to the 72,000 Vanderbilt shares voted for Mr. Gowen. The same meeting approved by resolution Gowen’s financial plans, and called on the incoming board of managers to carry them into effect. To clear the way a test suit was brought in the Supreme Court of the state of Pennsylvania, and a close decision obtained favoring the issue.196 Counsel for the McCalmont Bros. petitioned in the Circuit Court for leave to withdraw their complaint, stating that the McCalmonts had disposed of almost all their holdings, and the Circuit Court vacated the injunction which it had previously granted.197

Gowen’s plan was now triumphantly¹⁶² brought forward, with the few alterations¹⁶³ which time had suggested. There was to be as before a deferred income bond issue of $34,300,000, which was to retire the floating debt; the general mortgage was to be increased in amount from $150,000,000 to $160,000,000, but was still to be divided into two series, equal in amount, and differing in privileges only on the point of priority of lien; of which series A was ultimately to exchange for the senior, series B for the junior obligations of the company. $13,500,000 of the first series and $10,000,000 of the second series were to be put out at once, and $4,000,000 convertible adjustment scrip were to be issued to settle back coupons. Time had apparently made more modest Mr. Gowen’s estimate of the saving to be secured; for instead of not more than $7,000,000 as before, he now hoped for fixed charges of not more than $8,000,000; but with undaunted optimism he made up for this admission by glowing pictures of what the company in the future was going to earn. “Net earnings last year” (1881), said he, “were over $10,000,000—in 1882 they may be expected to reach $11,000,000, and they will before long be over $12,000,000. With net earnings of $12,000,000, and fixed charges of $8,000,000, there will remain a dividend fund of $4,000,000, equal to 6 per cent on the share capital, and 6 per cent upon the par, or 20 per cent upon the issue price, of the deferred income bonds. “In order to get the property out of the hands of the receivers an earnest effort was made to sell the $13,500,000 series A97 bonds of which mention has been made, but at the minimum price of 98 subscriptions¹⁶⁴ for but $723,500 were received, and the company was obliged to have recourse to the $5,000,000 unissued general mortgage 7 per cent bonds, which it fortunately had at its disposal. Even before this the management had been forced to abandon any immediate attempt to retire the old general mortgage bonds,198 and had been compelled to answer inquiries¹⁶⁵ as to the reasons for a decline in the price of the deferred income bonds. On February 28 the receivers of the Railroad and Coal & Iron Companies formally surrendered the control of the property to the officers of those corporations.

One of the first acts of the reconstructed company was the lease for 999 years of the Central Railroad of New Jersey¹⁶⁶. This road in many ways formed a natural complement¹⁶⁷ to the Reading system. Like it, it was a coal road, carrying something less than half as great a tonnage as the Reading itself, and owning extensive coal lands in the Wyoming region; while in location it supplied the necessary connection between the Reading lines and New York. At a later date Mr. Joseph S. Harris testified that all the business of the Reading coming from the South or Southwest went to New York over the Central; while, on the other hand, business from the Northwest was carried by the Jersey Central from Scranton, where its lines began, to Bethlehem, and was there handed to the Reading for transportation to Philadelphia.199 The advantages of the Central to the Reading were thus enumerated¹⁶⁸ by General Traffic Manager Bell in 1885: “The joint¹⁶⁹ traffic with the Central Railroad, outside of coal, and outside of passengers, adds $1,500,000 to the revenue of the old Reading system. By means of the Lehigh & Susquehanna division of the Central Road we extend from Phillipsburg to Scranton or Green Ridge¹⁷⁰ through the entire Lehigh Valley; that system feeds our North Pennsylvania line; it is our connection for the Catawissa system by way of Tamanend and Tamaqua; it is the connecting link in the cross line or Allentown system; it creates the shortest line from interior Pennsylvania, and from Northwest Pennsylvania to New York waters. Through the operations of the lease we reach the largest slate¹⁷¹ territory in Pennsylvania, and the largest iron producing furnaces anywhere in this country, with the exception of Pittsburg.”98200 In 1883 the Central was bankrupt with no immediate prospect of recovering from its difficulties, and had therefore an incentive to accept any arrangement by which interest on its obligations should be paid; while Mr. Gowen, with misplaced confidence in his scheme of reorganization, was ready to put fresh burdens on his road in the hope of future gain.

Rumors¹⁷² of a lease were abroad in 1882, and after the termination of the Reading receivership the operation was pushed to a speedy conclusion. The Reading undertook to assume all the obligations of the Central, and to pay 6 per cent on its capital stock then outstanding, as well as $18,000 annually¹⁷³ for maintaining the corporate¹⁷⁴ organization of the lessor. In case any of the Central bonds should be retired, or rentals or interest reduced, the rental⁸⁵ to be paid by the Reading was likewise to be reduced. The roadbed and rolling stock of the Central was to be maintained undiminished, but if the Reading should make any additions or improvements, or if from its own funds it should pay off any of the Central’s obligations, it was to receive equivalent bonds with interest not exceeding 6 per cent from the Central Company. The lease was terminable on 60 days’ notice in case the lessee¹⁷⁵ should fail at any time to carry out its provisions.201 This involved something more than a nominal¹⁷⁶ obligation. The net earnings of the Jersey Central in 1882 had been $5,091,072, while the sum due for rentals, interest, 6 per cent dividends, etc., had mounted up to $5,898,087, not including payments on car trusts or certain contingent¹⁷⁷ obligations. Broadly speaking, the Reading proposed to guarantee 6 per cent on the stock of a road which had failed because unable to meet its fixed charges; and however great the ultimate advantages, it is apparent that the prospect of a drain upon the Reading Company was real. In order to get the road out of receivers’ hands, the Reading had further to take care of a floating debt of $2,062,000, and to compromise with certain creditors by settling back interest on their bonds. This was done, and on May 29, 1883, possession formally passed over. The same day was concluded another arrangement, whereby the Central of New Jersey leased the coal and railroad companies comprised in the Lehigh Coal & Navigation Company for one-third of their gross receipts, and the Philadelphia & Reading Railroad became liable for the99 faithful execution of the contract. The Reading agreed that the Lehigh coal lands should be developed pari passu with its own, so that the product of the two estates should be constantly as 28 to 72 until the Lehigh production should reach 3,000,000 tons. The rental of the road was not in any year to be less than $1,414,400, nor more than a sum rising from $1,728,700 before 1887 to $1,885,800 from 1887 to 1892, and $2,043,000 after 1892, plus certain minor¹²¹ payments; and there was provision for arbitration¹⁷⁸ of any disputes which might arise.202

The year 1883 now seemed to find the Reading imbued¹⁷⁹ with new life. Earnings increased, both gross and net, fixed charges as reported rose less rapidly, and the net profits for the year, or balance on all operations, showed a threefold increase. “The company,” said Mr. Gowen, “has now surmounted¹⁸⁰ the difficulties of the last four eventful years.”203 The annual meeting in January was a genuine love-feast, marked by the presentation of resolutions highly flattering to Mr. Gowen. “We trust,” said one, “we thankfully appreciate your herculean efforts in our behalf, in the face of unparalleled difficulties and obstacles, in rescuing our property from bankruptcy against the malignant¹⁸¹ and determined efforts of its enemies and conspirators¹⁸² to foreclose and wreck¹⁸³ it.” “As citizens of this great commonwealth,” said another, “we beg to add our gratitude¹⁸⁴ and admiration¹⁸⁵ for your untiring, brave, honest, and able devotion, which has preserved the Philadelphia & Reading Company intact, and has fairly started it on a broader career of usefulness.”204 Not less extraordinary was the further action of this harmonious¹⁸⁶ meeting. In the first place, it authorized¹⁸⁷ the creation of a collateral trust loan of $12,000,000 for the purpose of paying the floating debt, the balance due upon the purchase of Central Railroad Company of New Jersey stock, and the retirement¹⁸⁸ of the outstanding income mortgage bonds. What, may be inquired, had become of the deferred income bonds of which Mr. Gowen had been so proud, and the $5,000,000 additional first series consols which with them were to cover the floating debt, if a new collateral loan was needed for the purpose for which they had been considered ample? As for the purchase of Jersey Central shares, an account would require100 a chapter in itself. The intent had been to secure more complete control of this subsidiary road. The purchase had been made on margin in May. By January, 1884, more funds were necessary to carry the stock; and as the business depression grew acute, the Reading was obliged to seek a time loan from Mr. Vanderbilt, and to pledge the purchased securities as collateral therefor. When the loan matured Reading was no better off than it had been before, and Vanderbilt, who seldom mixed philanthropy with business, sold the stock. The original purchase had been at 78; the prices obtained when the stock was thrown on the market ranged from 57 to 50, and the Reading lost the difference, besides those advantages which it had expected to gain.

In the second place, the meeting proposed a dividend of 21 per cent on the preferred stock, representing arrears due, and of 3 per cent on the common; both cash, and to be paid in case the collateral loan should succeed.205 In order to give shareholders time to consider, an adjournment¹⁸⁹ was taken for two weeks, after which the dividend on the preferred stock was approved, though that on the common was not. It seems almost superfluous¹⁹⁰ to insist upon the folly¹⁹¹ of this dividend. The Reading had not, in reality, “surmounted the difficulties of the last four eventful years.” Scarcely any of the benefits promised by Mr. Gowen’s plan of reorganization had been secured; fixed charges had not been reduced, because it had been found impossible to get creditors to take new securities in exchange for the old, and equally impossible to sell any considerable amount of the new securities for cash. While old charges had remained unabated, new charges had been added through the lease of the Jersey Central, new car trusts, and the like, and the very gain in earnings which might have been construed as favorable was due to increased mileage¹⁹², and was not proportional to the growth of the system.206 A fitting sequel to Mr. Gowen’s words and acts was the scrip payment for labor¹⁹³ and supplies which took place in May, 1884, and the accompanying fall in the prices of the company’s securities. On June 2 the company again passed into receivers’ hands. The same judges were applied to as in 1880, and the same receivers were appointed,101 except that Mr. Gowen, who had given up the presidency of the company, was replaced by Mr. George de Keim, his successor.207

The various creditors had now to do what should have been done before, and, by lightening the charges upon the road, to put it in a position where its solvency could be maintained. The chances for obtaining radical action from the bondholders were somewhat brighter, since even the most obstinate¹⁹⁴ were being forced to realize that no halfway¹⁹⁵ measures would avail; and a reasonable solution was even thus early hinted at in the suggestion that some of the bonds under which the road was staggering should be replaced by stock. Nevertheless, we shall find in this reorganization a slow working out of the requirements for a plan, and a slow process of at least partial reconcilement to the inevitable.

The receivers’ report was issued in October, but contained little not known or suspected before. From November 30, 1883, to June 2, 1884, there had been a net loss in operation for the Railroad Company of $2,322,282, and for the Coal & Iron Company of $1,049,702, showing conclusively¹⁹⁶ the condition of the companies. The total bonded indebtedness was $94,613,042; a total to be compared with the $78,101,894 of four years previous. The total floating debt was $16,549,968 as compared with $10,254,766 at the beginning of the previous receivership. Including the Central of New Jersey, the total fixed charges for the Railroad and Coal & Iron Companies were $18,241,051; a sum which certain offsets¹⁹⁷, however, reduced to $16,584,732.208

The first suggestion for a reorganization came from a committee primarily representing the general mortgage bondholders, though including other interests as well. The chairman was Mr. Townsend Whelen, and the committee may be taken to represent the views of the management. “The present fixed charges of the company,” said Mr. Whelen, “are in round numbers $16,650,000, while the earnings of the past fiscal¹⁹⁸ year are, in round numbers and after proper deductions¹⁹⁹, $12,900,000. The objects sought to be accomplished by the committee are:

“(1) To reduce fixed charges to the limit of last year’s earnings;

“(2) To preserve the proper order of priorities of each class of securities, so that no income applicable to any senior security that102 remains²⁰⁰ unpaid²⁰¹ can by any possibility be diverted to paying the interest on a junior security;

“(3) To provide a method of paying the floating debt.”

The plan was, roughly, to leave the prior liens untouched, to fund one-half the coupons upon the general mortgage for three years, and to convert all of the other obligations into income bonds. Preferred stock was to be changed from cumulative to non-cumulative; rents of leased lines, including the Central of New Jersey, were to be reduced to the amounts which the properties had earned; the canal leases were to be reduced; the interest on some of the divisional coal land mortgages was to be reduced, and on some was to be paid in full. In regard to the floating debt the committee decided to postpone any attempt to raise money for its extinction²⁰². If the bondholders should accept the scaling down of their indebtedness, the company might have no difficulty in procuring²⁰³ cash by a collateral loan; if this should prove impossible, the duty of providing funds would devolve upon the junior securities.209 The committee found it impossible to prepare within the short time at their disposal a complete plan of reorganization with exact figures of present and proposed fixed charges; and it is therefore impossible to ascertain²⁰⁴ how great was the saving which they expected to secure.

The plan marks sufficiently well the advance which had been made since the reorganization of 1880–3. The best that could then be imagined had been the creation of a grand general mortgage for which the old bondholders might, but mostly did not, exchange their holdings; while now the very first suggestion endeavored to retain for all bondholders a chance for the same return as before, and found the salvation²⁰⁵ of the company in the transformance of certain bonds from mortgage to debenture obligations. The general criticisms which may be made are three: first, that it was unwise to defer⁸⁴ all provision for the floating debt; second, that the new income bonds might better have been replaced by stock; and third, that the probable reduction in fixed charges would have been insufficient²⁰⁶. So far as the committee suggested any action in relation to the floating debt, it favored a funding of it. This funding might have been either into mortgage or into income bonds: if the former, the fixed charges of the company would have been increased, or else the other103 mortgage bondholders would have been compelled to accept a lower rate of interest; if the latter, the volume of securities of slight value would have been increased, or the junior securities would have had to take less for their holdings. The action taken would have gone far to determine what classes of securities would assent, while in the absence of definite declaration it was on the whole likely that all classes would hold off. As for the income bonds, it is in general true that they are an unsatisfactory sort of security, and likely to hinder the legitimate²⁰⁷ increase of capital. Most important was the question of fixed charges. It will be remembered that of the first and second series 5s of the previous reorganization only $23,500,000 had been intended for immediate sale, and that of these but a portion had been disposed of; and yet these consols were the only securities the nature of which was really changed by the Whelen plan. Interest had been optional before on the income bonds, the convertible bonds, the convertible adjustment scrip, debenture and deferred income bonds; interest was not made optional on the general mortgage or prior liens. The result would not have been, in spite of the reduction in rents and the scaling of the divisional coal mortgages, any sufficient lessening²⁰⁸ of the fixed requirements. This fact was, moreover, perceived. The board of managers, to whom the scheme was reported, concluded a favorable opinion with the declaration, “to conclude, we are satisfied that the large economies already in operation, with those which are still being introduced, should be regarded as a margin to meet adverse²⁰⁹ contingencies²¹⁰.... That the revenue we reckon on, though reasonably certain under such reorganization, will surely not be realized in case the property should be torn asunder²¹¹ by foreclosure sale.”210 In other words they relied, much as Mr. Gowen had done two years before, on a subsequent increase in earnings to ensure the solvency of the company. A final objection made at the time was that the plan asked too little of the junior securities.

The Whelen plan was reported to the general managers’ committee, and was approved by them. Some slight modifications were made, and a large number of signatures was secured. Opposition was not slow to spring up. In February a meeting of general mortgage bondholders elected a committee, known as the Bartol Committee, to prepare a plan more suited to their interests. This body104 conferred with the Whelen Committee, and two members from each were selected to construct a new reorganization plan.211 In March it reported to its constituents²¹² that it had made all the concessions²¹³ which were possible without sacrificing the interests of the general mortgage bondholders, and that in spite of this, the negotiations²¹⁴ had not proved successful.212

In April, ten months after the beginning of the receivership, the Reading managers evolved a plan for dealing with the floating debt. Holders were to agree to accept renewals²¹⁶ at intervals²¹⁷ of three months for three years, with interest at the rate of 6 per cent, paid at the time of each renewal²¹⁵, and to hold the collateral pledged as security until the whole of the debt should have been discharged. In case the Philadelphia & Reading should fail at any time punctually to pay the interest on any of the obligations agreed to be renewed, or should fail to cause the same to be renewed, or in case nine-tenths of the floating-debt holders should not assent to the plan, or in case an adverse judicial²¹⁸ sale should be made, the obligation to accept further renewals should immediately cease.213 The scheme deservedly fell through. Creditors were asked to tie up their assets for three years, with no concession in return except the payment of interest quarterly in advance; while the unofficial suggestion that the Reading pay ? per cent commission on each renewal was felt to be too expensive for the company to entertain.

The following month the Whelen and Bartol committees came out with a new edition of the Whelen plan, which introduced an assessment on the junior bonds and stock, but preserved the same method of dealing with the old securities as before.214 Assent to the plan was to be on the condition that sufficient money should be raised to pay off the floating debt. Interest on such debt was not to have priority of payment over interest on the general mortgage for longer than three years; and during those three years the preference was to be limited to that part of the floating debt secured by collateral yielding income to cover interest, or important for other reasons to be retained. There were to be seven reorganization trustees to receive the assents²¹⁹ of parties in interest, and to receive105 and hold the securities and assessments thereon pending reorganization, and when accomplished to return such securities duly stamped to their respective owners.215 The trustees were further to decide whether the assents to the plan in question should be considered adequate, and if they should conclude on or before May 1, 1886, by a vote of six of their number, that the assents were not sufficient, they were to call into a council the managers of the Philadelphia & Reading Railroad Company, the receivers of that company, and the committees of the general mortgage (Bartol) and income mortgage bondholders; and this council, by a vote of four of the five interests therein represented, was to formulate²²⁰ a plan of reorganization adapted to the circumstances, and involving no larger contribution in money to be paid than under the plan as then modified; and under such power the trustees were to proceed to foreclose under such mortgage or mortgages as they might deem advisable.216 The plan was obviously a compromise whereby the Whelen Committee clung to the main lines of its previous proposition, and the Bartol Committee secured modifications which benefited the general mortgage at the expense of the junior securities. Criticisms which applied to the earlier plan largely apply to this also; but it is to be noticed that at last the idea of funding the floating debt was abandoned for the sounder scheme of paying it off in cash. The reorganization trustees were an innovation, but were destined²²¹ to be a useful one. On the whole the compromise was a step forward; and yet it was not more successful in obtaining assents than the scheme which had preceded it. Although the directors approved it, as was to have been expected, the bulk of the bondholders held off.

Matters now went on in much the same old way. The seven reorganization trustees, representing the principal interests concerned, held meeting after meeting with no apparent result. The courts became impatient; bondholders clamored for their interest; but after the failure of the earlier plan the way out seemed harder and harder to find. In September, 1885, Mr. E. Dunbar Lockwood addressed106 an open letter to Mr. John B. Garrett, one of the trustees, in which the following points were made:

(1) “The trustees should recognize promptly and unequivocally that the Reading Railroad is bankrupt, and has not sufficient available assets to meet its obligations.

(2) “Two dollars of obligations cannot be paid with one dollar and a half of assets, and the sooner all persons interested ... recognize this fact, and agree to scale both principal and interest sufficient to meet the obligations of the company and put it upon a strong financial basis, with sufficient working capital to enable it to conduct its future business economically, the better it will be for all concerned.

(3) “The trustees should look only at the facts as they exist ... and while endeavoring to rehabilitate²²² the road, also bring it into harmonious relations with its adversaries²²³.

(4) “The trustees should consider the problem ... precisely²²⁴ as business men consider the matter of the settlement of a bankrupt firm. The question at once presents itself, is it best that the company should continue in business, or should it be wound up?”217

In his reply Mr. Garrett pointed out the difficulties to be overcome, and concluded by saying that in his judgment²²⁵ no reorganization would be final that did not ensure the establishment of credit, the entrusting²²⁶ of the management to an interest having an actual equity²²⁷ in the property, and just expectation of pecuniary²²⁸ return from it, and harmony with competing lines, coupled with due regard for the rights of the public.218

The reorganization trustees by this time appeared discouraged, and the following month called a conference of creditors at which a resolution was passed looking toward foreclosure. In November a suit was actually begun, supplementary²²⁹ to a similar suit instituted a year before. It was during the pendency of these proceedings that the plan of reorganization devised by the reorganization trustees themselves came out, and marked a third effort to rehabilitate the road. The first plan proposed, it will be remembered, had suggested the conversion of all of the junior securities into income bonds, plus a funding of one-half the general mortgage coupons for three years; and the second had introduced an assessment on the junior bonds and stock. This third plan, while preserving the107 assessment, and making it more severe, added a provision for the conversion of general mortgage liens into 3 per cent bonds, and of junior liens into preferred stock. For the ultimate retirement of the prior liens a new fifty-year 5 per cent mortgage was to be created; for both the prior and general mortgage liens the difference between the return from the old bonds and that from the new was to be adjusted by the use of 5 per cent preferred stock, so that bondholders in prosperous times would not find their incomes diminished. Preferred stock was to be of two kinds, of which the first was to go to satisfy the general mortgage bondholders and for assessments, while the second was to exchange at varying rates for the junior securities above the second series 5s. Everything below the second series 5s was to receive common stock instead. Under the scheme the company’s obligations would have been reduced to $60,731,000, of which $33,400,000 prior liens and $24,686,000 new 3 per cents; while its stock would have been increased to the very considerable figure of $96,516,282. The total cash assessments, if all paid, would have amounted to $13,506,620; and, joined with the balance of stock, were expected to be sufficient to cover the floating debt. The new fixed charges were to be $7,064,830.219

Various points in the plan deserve mention. For the first time since the failure of 1880 it was proposed to use two kinds of securities, of which interest on one should be fixed, and interest on the other optional. For the retirement of senior bonds President Bond had suggested a bond on which half the interest should be fixed and the other half variable, but his plan had been inferior in flexibility²³⁰ to the one now proposed. The junior securities received less favorable treatment than before; but the general mortgage itself did not escape, and was required to accept 3 per cent plus preferred stock instead of a mere funding of its coupons. The increase in the amount of stock was very great, and naturally so, in view of the new uses to which it was put.220 Assessments were made heavier, and for the first time the management frankly²³¹ excluded from their calculations the Central of New Jersey, foreshadowing the abandonment of the lease. To repeat, the first two plans described had developed the idea of an assessment and the conversion of the junior bonds into108 income obligations. To this the reorganization trustees added the use of preferred stock, and, more important still, the combination of two securities, respectively with obligatory²³² and optional liens, which were to be given for the general mortgage bonds. In principle the result was excellent, in practice the degree of reduction was somewhat too slight from the point of view of the company, although it seemed more than the creditors were willing to accept. The general mortgage bondholders in particular were loud in their protest. “The truth of the matter is this,” said one of them, “while the plan of the trustees has much to commend it, and is based on an excellent theory, it fails to cover the whole ground, and falls terribly short of meeting our reasonable demands.” Thus, although the Bartol and Whelen committees accepted the plan, matters again stood still for a while, while the financial powers talked and wrote and threshed the question out.

In February, 1886, the reorganization trustees received a letter signed by J. Pierpont Morgan and John Lowber Welsh, which is important enough to be quoted in full.

“A syndicate has been formed,” said these gentlemen, “composed of leading bankers and capitalists here and in Europe, together with corporations or their representatives controlling large transportation and coal producing interests, who have agreed to subscribe²³³ in the aggregate $15,000,000 for the purpose of aiding in the reorganization of the Philadelphia & Reading Railroad Company and its affiliated lines. The syndicate has no commitment of any kind with any other railroads or corporations upon this subject beyond securing a management in harmony with the principle that capital invested in internal improvements should be so managed as to result in a fair return in the way of interest and dividends. Their object and purpose is to secure the reorganization on business principles for the Philadelphia & Reading bondholders, stockholders, and creditors without prejudice to the relative position of either, and in their interest only.

“To do this effectually there must be suitable arrangements made with the Pennsylvania Railroad and other kindred coal interests for harmonious relations, in order that suitable prices may be obtained for coal produced and shipped. These objects we shall endeavor to secure, and we now enclose you a copy of a correspondence109 with Mr. Roberts, president of the Pennsylvania Railroad, on these subjects, which seems to us sufficient to warrant the syndicate in placing reliance upon the assurance given by that company.

“As the reorganization shall proceed our effort and expectation will be to bring about satisfactory arrangements with all the anthracite coal roads, and also the trunk lines, which shall secure to the Philadelphia & Reading Railroad Company, when reorganized, its just share of the business at remunerative²³⁴ rates.

“The syndicate have believed that your plan was, in the main, suitable for the purpose of reorganization, and that your board was composed of gentlemen who would command the confidence of all parties in interest.

“They therefore prefer to make an arrangement with you and to aid you in working out a plan.

“But they also think that there should be certain modifications as to your organization, and also as to your plan, as follows:

“(1) The syndicate would wish two persons, to be named by them, added to your board.

“(2) Your plan should be made so flexible that it could be modified hereafter in such respects as may be found necessary to success.

“(3) There should be an executive committee of five to take charge of the foreclosure proceedings, the purchase of the property, the organization of the new company, and generally of whatever may properly appertain to reconstruction²³⁵ under the plan. There should be five voting trustees who should vote on the stock when deposited under the plan, and to whom the power of voting on the stock in the reorganized company should be confided²³⁶ for five years after reorganization. These two committees should be composed of parties satisfactory to the syndicate and the trustees, and shall fill their own vacancies²³⁷. But in case the syndicate and trustees cannot agree upon the five, then, and in that case, three shall be named by the syndicate and two by the trustees, and each class shall fill any vacancy²³⁸ occurring in its own number.

“(4) The compensation to be allowed to the syndicate shall be 5 per cent on the amount of the syndicate capital.

“(5) The syndicate to be allowed interest at the rate of 6 per cent upon any amount they may advance the company in the course of the process of foreclosure and reorganization.

110 “(6) Proper provision must be made for securing to the syndicate the refunding²³⁹ of the money they may advance on account of interest not exceeding 4 per cent per annum on the general mortgage bonds during reconstruction, and also for the substitution of the syndicate in the place of any creditor³³ or stockholder who may abandon his holding and refuse to pay his assessment, it being the purpose of the syndicate to pay 4 per cent per annum interest on the general mortgage bonds during reconstruction, and also to pay the assessments of such parties as may abandon their holdings or right to take the securities to which they may be entitled under the plan.”221

The correspondence with Mr. Roberts referred to contained the assurance that the Pennsylvania Company would not hold aloof²⁴⁰ from an understanding with the Reading either in respect to the coal or transportation business, and would, moreover, “cordially unite in the arbitration of all differences.”222 This could not, of course, force distasteful terms upon the Reading bondholders, but it could and did supply sufficient capital to ensure the success of any plan adopted, and it infused confidence and vigor¹¹⁷ into the action of the nearly discouraged reorganization trustees. The executive committee which they were to name was perhaps a useful tool, but the suggestion of a voting trust was a genuine contribution, and aided powerfully in securing necessary backing for future schemes.

It is to be remarked that the syndicate appeared with no panacea²⁴¹, was without a plan of its own, and at first merely adopted that of the trustees, with a few modifications which it thought advisable; but that by March, 1886, it had so worked over the proposals of the reorganization trustees as to make in many respects a new plan; which retained the assessments, likewise the combination of fixed and optional charges and the use of preferred stock, but reserved 4 per cent bonds against prior liens, gave 4 per cent bonds with preferred stock in exchange for the general mortgage instead of 3 per cents, and created four classes of stock instead of three. Somewhat more in detail this plan was as follows: The Reading was to issue a new 4 per cent general mortgage for $100,000,000, and four kinds of stock: a preferred, income, consolidated, and common. Of the general mortgage $9,792,000 were to be for future use in the improvement111 of the railway; of the remainder $38,422,000 were to be reserved against prior liens; $24,686,000 were to exchange for the general mortgage if such should not be paid off in cash; $15,000,000 were to take up shares or bonds of leased lines, and $10,000,000 were to exchange for or to redeem¹³⁰ Coal & Iron Company divisional mortgages. The total amount issued was to be $90,208,000, and no mortgage in addition was to be placed on the Reading properties for five years after the reorganization without the consent of a majority of the preferred stockholders. Of the different classes of new stock the preferred was to be given dividends up to 5 per cent non-cumulative, and then the income and consolidated stocks were to have up to 5 per cent non-cumulative. Generally speaking, the preferred stock was to go for assessments; the income stock for the income mortgage and convertible adjustment scrip; the consolidated stock for the first series 5s and one-quarter of the principal of the second series 5s; the common stock for the rest of the second series 5s, for the convertible debentures, deferred income bonds, and for old preferred and common stock. New fixed charges were estimated at $6,971,687, which dividends on the preferred stock would raise to $8,198,636. There was to be a voting trust for five years, consisting of J. Lowber Welsh, J. P. Morgan, Henry Lewis, George F. Baer, and Robert H. Sayre; and a syndicate was to advance necessary expenditures and disbursements pending reorganization, including unpaid assessments. The syndicate compensation was to be 6 per cent on its advances, plus a commission of 5 per cent upon its $15,000,000 of subscribed²⁴² capital. The property was to be sold at foreclosure sale, and a new company was to be organized.223

A comparison of this with the plan of the reorganization trustees at first announced will show the changes made. Nothing of value which previous reorganizations had worked out was cast aside. The fixed interest allowed the general mortgage bondholders was raised in the hope that they might support the plan, and more care was taken to follow the order of priority in the advantages offered to the various classes of junior securityholders; an end to which the four classes of stock were admirably adapted. The voting trust was altogether new, and was doubtless intended to ensure a policy in112 accord with the syndicate’s wishes for a series of years, and to prevent a renewal of the vagaries²⁴³ of Mr. Gowen’s administration. The provision for foreclosure was to be expected in view of the extreme difficulty of obtaining the assents of so many conflicting interests; but with a net revenue of $12,026,309 (both companies) and fixed charges of $6,971,687, the task of maintaining the solvency of the companies in future did not seem an impossible one.

In opposition to the plan the Lockwood Committee urged that the scheme was unjust to certain classes of bonds; that it was cumbersome²⁴⁴, expensive, conferred power on the trustees which should have been reserved for the direction of the new company, and that the reserved powers to change any part of the plan, and the uncertainties²⁴⁵ connected with the settlements under it, involved risks which creditors should not accept.224 The objections were not weighty. If the Lockwood or any other committee had proved itself able to formulate and carry through a plan, or if the syndicate arrangement had been proposed at the very beginning of the receivership, bondholders might fairly have criticised its expense. In point of fact numerous attempts to reconcile divergent interests had failed, and what with Messrs. Lockwood, Bartol, Whelen, Gowen, and their respective followings, the future offered no more promising¹⁵⁵ result. Meanwhile bondholders were going without their interest, and costs of the receivership were mounting up; so that a greater expense than that of which Mr. Lockwood complained was being incurred by delay. As for the general mortgage bondholders, they were given a chance at their old interest whenever the road should earn it, and could fairly ask no more; while that it was inequitable to ask income bondholders to accept a reduction to $50 in their annual interest, or holders of the first series 5s to wait for their interest until liens before theirs had been satisfied, are conclusions to which few will agree.

In April Messrs. Whelen and William H. Kemble, representing the Reading consolidated mortgage bondholders, announced that they had determined not to accept the syndicate plan. Even before this Mr. Gowen announced that he was organizing a syndicate and would soon be able to pay off overdue coupons on the general mortgage bonds, and to prevent any foreclosure under that mortgage.225 It is scarcely necessary to say that he had a plan of his own. He proposed113 to issue $100,000,000 4 per cent 70-year consolidated mortgage bonds much as did the syndicate, part of which should go to redeem the general mortgage and the floating debt; but second to this he suggested a cumulative 4 per cent first preferred income bond, to take the place of the income and consolidated stock under the syndicate plan, and to be exchanged for the first series 5s, a portion of the second series 5s, and some of the leased canal securities; while finally he planned a second preferred cumulative 4 per cent income bond, to be exchanged for those securities down to the deferred income bonds, which under the syndicate scheme were to receive common stock. The surplus of income offered by the old general mortgage was to be made good by first preference bonds. The existing preferred and common stocks were to remain as they were, and the deferred income obligations were to remain untouched. Finally, the New Jersey Central was to be retained in friendly alliance, either under a modified lease at a rental equal to earnings, or under a special traffic contract.

A comparison of this with the syndicate plan shows that Mr. Gowen gave up the idea of an assessment; provided for the floating debt through first preference bonds; swept away three of the four classes of stock, replacing them by two kinds of income bonds; and retained the deferred income bonds which the syndicate proposed to retire. His plan was to be carried through without foreclosure, but outside of this its advantages are rather difficult to ascertain. The abandonment of the assessment was distinctly bad; the retention²⁴⁶ of the deferred income issue was also bad; the reduction in the number of kinds of securities tended towards simplicity²⁴⁷, but made impossible the nice distinction of priority on which the syndicate had relied; while even the replacement²⁴⁸ of stock by income bonds must be condemned²⁴⁹, substituting as it did an obligation without any very distinct character of its own for a stock which represented frankly only a share in the profits of the enterprise. These things were realized, and the plan received no serious support; but as every plan so far proposed contributed something to the final product, so Mr. Gowen’s income bonds and his aversion to foreclosure were not without influence upon the scheme which ultimately attained²⁵⁰ success.

The next few months saw active hostilities²⁵¹ between Mr. Gowen and the syndicate; the former taking the position that he would114 never consent to foreclosure, nor to the placing of the property for five years under the management of a board of trustees named by his adversaries.226 To Mr. Garrett, chairman of the reconstruction trustees, he wrote suggesting that the board should substitute his plan for that of the syndicate, and that seven reconstruction trustees should be appointed by the managers of the company to carry it through. “Upon this being done,” said he, “I will engage that the plan shall be underwritten by an association of capital sufficient for the purpose of paying off all the general mortgage bonds which do not voluntarily accept the new securities provided by the plan, and I will agree that the financial responsibility of these subscribers to this fund shall be determined by the presidents of the Bank of North America, the Farmers’ & Mechanics’ National Bank, the Pennsylvania Company for Insurance of Lives, etc., and the union Trust Company....”227 Mr. Garrett naturally refused.

As in many cases before, the struggle ended in a compromise. The new agreement was as follows: The syndicate was to be enlarged by $4,000,000 additional subscriptions, and the reconstruction trustees increased to thirteen by the addition of certain friends of Mr. Gowen, one of whom was also to be given place upon the executive committee. The syndicate plan was to be carried through without foreclosure, providing sufficient assents could be obtained, and was to be modified by the substitution of first, second, and third 4 per cent income bonds for preferred, income, and consolidated 5 per cent stock. Dividends on the bonds, like those on the stock, were to be payable from net earnings only; but net earnings were defined as the profits derived from all sources after paying operating expenses, taxes, and existing rentals, guarantees and interest charges, but not fixed charges of the same sort subsequently created. All third preference bonds issued for convertible bonds were to have the right to be converted into common stock; and the company was to have the privilege of increasing the issue, subject for five years to the approval of the voting trustees. As finally worked out, the first preference bonds were to be given for assessments; the second preference for all securities which had been promised income or consolidated stock; and the third preference for the second series 5s, convertible and debenture bonds, and preferred stock to which common stock115 had before been allotted²⁵². Somewhat more emphasis was laid on the possibility of paying off the general mortgage. It was proposed to reduce the aggregate of rentals and guarantees (exclusive of the Central of New Jersey, the Schuylkill Navigation Company, and the Susquehanna Canal Company) to an annual charge of less than $2,350,000 by direct negotiation with the companies affected²⁵³. And to deal directly with the three companies above named upon the basis of a continuance of their respective leases at rentals involving no fixed liability beyond the earning power of the leased line, or on the basis of a surrender of the said leases, and the cancellation of the traffic agreement with the Schuylkill Navigation Company for a consideration. The voting trust was to be composed of three representatives of the syndicate and one friend of Mr. Gowen, which four should elect a fifth who should be satisfactory both to the syndicate and to the reconstruction trustees. A united effort was to be made by the company, the reconstruction trustees, and the syndicate to secure the immediate appointment of Mr. Austin Corbin as an additional receiver; and, if Mr. Corbin would take the position and legally qualify himself to fill it, it was understood that the presidency of the company would be offered to him. The other provisions of the syndicate plan were to remain unchanged.228

The total capital and charges under the plan were to be as follows:
      Est’d Capital     Fixed Charges     ?
Prior mortgage liens,     ?$85,807,920     $4,233,055     ?
Annual rental of leased lines not to exceed         ?2,350,000     ?
            $6,583,055     ?
First preference income mortgage,     ??24,410,822     ?1,220,542     ?
      $110,218,742     $7,803,597     ?
Second preference income mortgage,     ??26,140,518     ?1,307,026     ?
      $136,359,260     $9,110,623     ?
Third preference income mortgage,     ??14,956,016     ?? 747,800     ?
      $151,315,276     $9,858,423     ?
Common stock,     ??38,369,076     ?
Deferred incomes, $20,751,090 at issue price,     ???6,225,327     ?
      $195,909,679     ?

We have now the reorganization in its final shape, and it will be interesting to review briefly²⁵⁴ the gradual way in which this shape was fashioned. With the company plunged²⁵⁵ anew into bankruptcy116 after a reorganization insufficient to afford any genuine relief, the proposal was made to fund one-half the general mortgage coupons for three years and to convert all junior claims into liens on income. This scheme failed because plainly inadequate to meet the needs of the situation, and a modified version was presented providing for an assessment with which to pay the floating debt. The assessment was approved, but not the plan, and an ensuing scheme supplied an altogether new method of treatment, whereby on the one hand the assessment was made more heavy, and on the other two classes of preferred stock were proposed, with one issue of bonds at 3 per cent. This plan failed, not so much because of its inadequacy, although it was inadequate, but because general mortgage bondholders felt that a 3 per cent bond was less than they could reasonably expect for their holdings, and insisted on a security with a higher obligatory rate of interest. The next plan took note of these objections: it raised the interest on the bonds which it proposed from 3 to 4 per cent; and in the endeavor to please the junior bondholders as well, created four classes of preferred stock, by means of which the relative priority of different issues was carefully and completely recognized. Assessments were retained, and a guarantee by a syndicate and a voting trust for five years was suggested. In the discussion that followed, a new scheme was introduced, which replaced the preferred stock by two classes of income bonds, and forced the managers to realize the desire of the old bondholders for some new security with at least the name of bond. As a result, the syndicate which had fathered the previous plan consented to substitute for three of their classes of stock first, second, and third preference bonds. Meanwhile the fixed charges estimated for the successive plans steadily decreased. The first looked for $12,911,000, or $14,266,051 as variously reckoned; the second for $14,143,384, or, deducting²⁵⁶ the Jersey Central, for $8,223,177; the third for $7,064,830; the fourth for $6,971,687; and the sixth for $6,583,055. Thus each plan took over what was most satisfactory in its predecessor²⁵⁷; and there was on the one hand a steady decrease in the fixed charges proposed, and on the other a continuous effort to discover some plan which might be satisfactory to all concerned.

That the compromise plan last mentioned succeeded was in part117 due to the feeling of all contending parties that concessions must be made; it was due also to endorsement²⁵⁸ by the leaders of the more important interests; and, finally, to an appreciation that the plan was after all a good one, reducing largely the fixed charges which the company would have to pay, while depriving no one of a return which, under the circumstances, he could fairly expect to receive. Mr. Corbin proved willing to undertake the new responsibilities put upon him. He was therefore appointed receiver in October, and elected president in the January following.

Nevertheless, it would be a mistake to suppose that the plan was unanimously accepted from the start. The Lockwood Committee of general mortgage bondholders were prompt in their disapproval²⁵⁹, pronouncing it “unjust, uncertain, and indefinite”; saying that reorganization under it would be unduly²⁶⁰ expensive, and that it was more objectionable than the plans which had preceded it.229 Equally decided was a small group of capitalists which held a majority of the first series 5s outstanding, the members of which were said to have agreed to hold their bonds and to abide²⁶¹ the result.230 The original time limit for deposits expired on March 1, 1887; it was then extended to March 15, and again to March 31, and deposits of $110,409,464 out of a total of $117,972,859 were secured. By October certain other bondholders had been induced to come in, and the trustees declared the plan operative. Holders of $3,348,000 of first series 5s stayed out, and forced an arrangement by which they were practically paid off in cash.231 Arrangements were made with some of the subsidiary Reading lines, but the lease of the Central of New Jersey was not renewed. Only odds²⁶² and ends now remained to be cleared up, and all through the rest of the year the managers were busy paying off receivers’ certificates, floating debt, overdue interest, etc. On January 1, 1888, without formalities, the Reading passed out of receivers’ hands and into the control of the stockholders.

1 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。

2 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。

3 divergence   

n.分歧，岔开

参考例句：

• There is no sure cure for this transatlantic divergence.没有什么灵丹妙药可以消除大西洋两岸的分歧。
• In short,it was an age full of conflicts and divergence of values.总之，这一时期是矛盾与价值观分歧的时期。

4 rivalries   

n.敌对，竞争，对抗( rivalry的名词复数 )

参考例句：

• The new government was torn by rivalries. 新政府由于各派对立而四分五裂。 来自辞典例句
• Rivalries could bring about pain and hatred or give rise to fighting. 竞争会带来痛苦、仇恨，或者引起争斗。 来自互联网

5 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》

6 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%。

7 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%。

8 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。

9 pro   

n.赞成，赞成的意见，赞成者

参考例句：

• The two debating teams argued the question pro and con.辩论的两组从赞成与反对两方面辩这一问题。
• Are you pro or con nuclear disarmament?你是赞成还是反对核裁军？

10 revival   

n.复兴，复苏，（精力、活力等的）重振

参考例句：

• The period saw a great revival in the wine trade.这一时期葡萄酒业出现了很大的复苏。
• He claimed the housing market was showing signs of a revival.他指出房地产市场正出现复苏的迹象。

11 entirely   

ad.全部地，完整地；完全地，彻底地

参考例句：

• The fire was entirely caused by their neglect of duty. 那场火灾完全是由于他们失职而引起的。
• His life was entirely given up to the educational work. 他的一生统统献给了教育工作。

12 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。

13 advent   

n.(重要事件等的)到来，来临

参考例句：

• Swallows come by groups at the advent of spring. 春天来临时燕子成群飞来。
• The advent of the Euro will redefine Europe.欧元的出现将重新定义欧洲。

14 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。

15 fluctuations   

波动，涨落，起伏( fluctuation的名词复数 )

参考例句：

• He showed the price fluctuations in a statistical table. 他用统计表显示价格的波动。
• There were so many unpredictable fluctuations on the Stock Exchange. 股票市场瞬息万变。

16 recurrence   

n.复发，反复，重现

参考例句：

• More care in the future will prevent recurrence of the mistake.将来的小心可防止错误的重现。
• He was aware of the possibility of a recurrence of his illness.他知道他的病有可能复发。

17 ego   

n.自我，自己，自尊

参考例句：

• He is absolute ego in all thing.在所有的事情上他都绝对自我。
• She has been on an ego trip since she sang on television.她上电视台唱过歌之后就一直自吹自擂。

18 incurred   

[医]招致的，遭受的； incur的过去式

参考例句：

• She had incurred the wrath of her father by marrying without his consent 她未经父亲同意就结婚，使父亲震怒。
• We will reimburse any expenses incurred. 我们将付还所有相关费用。

19 attaining   

（通常经过努力）实现( attain的现在分词 )； 达到； 获得； 达到（某年龄、水平、状况）

参考例句：

• Jim is halfway to attaining his pilot's licence. 吉姆就快要拿到飞行员执照了。
• By that time she was attaining to fifty. 那时她已快到五十岁了。

20 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。

21 encumbrances   

n.负担( encumbrance的名词复数 )；累赘；妨碍；阻碍

参考例句：

• All encumbrances were cleared out for dancing. 为了跳舞，所有碍手碍脚的东西都被清理出去了。 来自辞典例句
• If he wanted to get away, he had better leave these encumbrances behind. 他要打算逃命，还是得放弃这几个累赘。 来自汉英文学 - 骆驼祥子

22 tempting   

a.诱人的, 吸引人的

参考例句：

• It is tempting to idealize the past. 人都爱把过去的日子说得那么美好。
• It was a tempting offer. 这是个诱人的提议。

23 exorbitant   

adj.过分的；过度的

参考例句：

• More competition should help to drive down exorbitant phone charges.更多的竞争有助于降低目前畸高的电话收费。
• The price of food here is exorbitant. 这儿的食物价格太高。

24 noted   

adj.著名的，知名的

参考例句：

• The local hotel is noted for its good table.当地的那家酒店以餐食精美而著称。
• Jim is noted for arriving late for work.吉姆上班迟到出了名。

25 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》

26 questionable   

adj.可疑的，有问题的

参考例句：

• There are still a few questionable points in the case.这个案件还有几个疑点。
• Your argument is based on a set of questionable assumptions.你的论证建立在一套有问题的假设上。

27 anomalous   

adj.反常的；不规则的

参考例句：

• For years this anomalous behaviour has baffled scientists.几年来这种反常行为让科学家们很困惑。
• The mechanism of this anomalous vascular response is unknown.此种不规则的血管反应的机制尚不清楚。

28 fatality   

n.不幸，灾祸，天命

参考例句：

• She struggle against fatality in vain.她徒然奋斗反抗宿命。
• He began to have a growing sense of fatality.他开始有一种越来越强烈的宿命感。

29 disastrous   

adj.灾难性的，造成灾害的；极坏的，很糟的

参考例句：

• The heavy rainstorm caused a disastrous flood.暴雨成灾。
• Her investment had disastrous consequences.She lost everything she owned.她的投资结果很惨，血本无归。

30 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。

31 necessitate   

v.使成为必要，需要

参考例句：

• Your proposal would necessitate changing our plans.你的提议可能使我们的计划必须变更。
• The conversion will necessitate the complete rebuilding of the interior.转变就必需完善内部重建。

32 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》

33 creditor   

n.债仅人，债主，贷方

参考例句：

• The boss assigned his car to his creditor.那工头把自己的小汽车让与了债权人。
• I had to run away from my creditor whom I made a usurious loan.我借了高利贷不得不四处躲债。

34 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。

35 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。

36 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。

37 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。

38 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

39 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。

40 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。

41 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

42 debenture   

n.债券；信用债券；（海关）退税凭单

参考例句：

• Debenture holder has priority over ordinary shareholder.债券持有人比普通股东享有优先权。
• Debenture holders have a prior claim and accept the least risk.债券持有人有优先索赔权，风险最小。

43 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。

44 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。

45 undoubtedly   

adv.确实地，无疑地

参考例句：

• It is undoubtedly she who has said that.这话明明是她说的。
• He is undoubtedly the pride of China.毫无疑问他是中国的骄傲。

46 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。

47 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》

48 mire   

n.泥沼，泥泞；v.使...陷于泥泞，使...陷入困境

参考例句：

• I don't want my son's good name dragged through the mire.我不想使我儿子的名誉扫地。
• He has rescued me from the mire of misery.他把我从苦海里救了出来。

49 steadily   

adv.稳定地；不变地；持续地

参考例句：

• The scope of man's use of natural resources will steadily grow.人类利用自然资源的广度将日益扩大。
• Our educational reform was steadily led onto the correct path.我们的教学改革慢慢上轨道了。

50 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。

51 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。

52 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。

53 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》

54 machinery   

n.(总称)机械，机器；机构

参考例句：

• Has the machinery been put up ready for the broadcast?广播器材安装完毕了吗？
• Machinery ought to be well maintained all the time.机器应该随时注意维护。

55 apparently   

adv.显然地；表面上，似乎

参考例句：

• An apparently blind alley leads suddenly into an open space.山穷水尽，豁然开朗。
• He was apparently much surprised at the news.他对那个消息显然感到十分惊异。

56 stationary   

adj.固定的，静止不动的

参考例句：

• A stationary object is easy to be aimed at.一个静止不动的物体是容易瞄准的。
• Wait until the bus is stationary before you get off.你要等公共汽车停稳了再下车。

57 impoverished   

adj.穷困的，无力的，用尽了的v.使（某人）贫穷( impoverish的过去式和过去分词 )；使（某物）贫瘠或恶化

参考例句：

• the impoverished areas of the city 这个城市的贫民区
• They were impoverished by a prolonged spell of unemployment. 他们因长期失业而一贫如洗。 来自《简明英汉词典》

58 overdue   

adj.过期的，到期未付的；早该有的，迟到的

参考例句：

• The plane is overdue and has been delayed by the bad weather.飞机晚点了，被坏天气耽搁了。
• The landlady is angry because the rent is overdue.女房东生气了，因为房租过期未付。

59 transact   

v.处理；做交易；谈判

参考例句：

• I will transact my business by letter.我会写信去洽谈业务。
• I have been obliged to see him；there was business to transact.我不得不见他，有些事物要处理。

60 scanty   

adj.缺乏的，仅有的，节省的，狭小的，不够的

参考例句：

• There is scanty evidence to support their accusations.他们的指控证据不足。
• The rainfall was rather scanty this month.这个月的雨量不足。

61 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。

62 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。

63 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。

64 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。

65 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。

66 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。

67 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。

68 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。

69 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。

70 inevitable   

adj.不可避免的，必然发生的

参考例句：

• Mary was wearing her inevitable large hat.玛丽戴着她总是戴的那顶大帽子。
• The defeat had inevitable consequences for British policy.战败对英国政策不可避免地产生了影响。

71 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。

72 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。

73 entrusted   

v.委托，托付( entrust的过去式和过去分词 )

参考例句：

• He entrusted the task to his nephew. 他把这任务托付给了他的侄儿。
• She was entrusted with the direction of the project. 她受委托负责这项计划。 来自《简明英汉词典》

74 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。

75 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？

76 levied   

征（兵）( levy的过去式和过去分词 )； 索取； 发动（战争）； 征税

参考例句：

• Taxes should be levied more on the rich than on the poor. 向富人征收的税应该比穷人的多。
• Heavy fines were levied on motoring offenders. 违规驾车者会遭到重罚。

77 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。

78 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

79 strenuously   

adv.奋发地，费力地

参考例句：

• The company has strenuously defended its decision to reduce the workforce. 公司竭力为其裁员的决定辩护。
• She denied the accusation with some warmth, ie strenuously, forcefully. 她有些激动，竭力否认这一指责。

80 formerly   

adv.从前，以前

参考例句：

• We now enjoy these comforts of which formerly we had only heard.我们现在享受到了过去只是听说过的那些舒适条件。
• This boat was formerly used on the rivers of China.这船从前航行在中国内河里。

81 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

82 hostility   

n.敌对，敌意；抵制［pl.］交战，战争

参考例句：

• There is open hostility between the two leaders.两位领导人表现出公开的敌意。
• His hostility to your plan is well known.他对你的计划所持的敌意是众所周知的。

83 deferred   

adj.延期的，缓召的v.拖延，延缓，推迟( defer的过去式和过去分词 )；服从某人的意愿，遵从

参考例句：

• The department deferred the decision for six months. 这个部门推迟了六个月才作决定。
• a tax-deferred savings plan 延税储蓄计划

84 defer   

vt.推迟，拖延；vi.(to)遵从，听从，服从

参考例句：

• We wish to defer our decision until next week.我们希望推迟到下星期再作出决定。
• We will defer to whatever the committee decides.我们遵从委员会作出的任何决定。

85 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。

86 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

87 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。

88 commendable   

adj.值得称赞的

参考例句：

• The government's action here is highly commendable.政府这样的行动值得高度赞扬。
• Such carping is not commendable.这样吹毛求疵真不大好。

89 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。

90 juggling   

n. 欺骗, 杂耍(=jugglery) adj. 欺骗的, 欺诈的 动词juggle的现在分词

参考例句：

• He was charged with some dishonest juggling with the accounts. 他被指控用欺骗手段窜改账目。
• The accountant went to prison for juggling his firm's accounts. 会计因涂改公司的帐目而入狱。

91 unify   

vt.使联合，统一；使相同，使一致

参考例句：

• How can we unify such scattered islands into a nation?我们怎么才能把如此分散的岛屿统一成一个国家呢？
• It is difficult to imagine how the North and South could ever agree on a formula to unify the divided peninsula.很难想象南北双方在统一半岛的方案上究竟怎样才能达成一致。

92 definitive   

adj.确切的，权威性的；最后的，决定性的

参考例句：

• This book is the definitive guide to world cuisine.这本书是世界美食的权威指南。
• No one has come up with a definitive answer as to why this should be so.至于为什么该这样，还没有人给出明确的答复。

93 justification   

n.正当的理由；辩解的理由

参考例句：

• There's no justification for dividing the company into smaller units. 没有理由把公司划分成小单位。
• In the young there is a justification for this feeling. 在年轻人中有这种感觉是有理由的。

94 prospect   

n.前景，前途；景色，视野

参考例句：

• This state of things holds out a cheerful prospect.事态呈现出可喜的前景。
• The prospect became more evident.前景变得更加明朗了。

95 forfeited   

（因违反协议、犯规、受罚等）丧失，失去( forfeit的过去式和过去分词 )

参考例句：

• Because he broke the rules, he forfeited his winnings. 他犯规，所以丧失了奖金。
• He has forfeited the right to be the leader of this nation. 他丧失了作为这个国家领导的权利。

96 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

97 premium   

n.加付款；赠品；adj.高级的；售价高的

参考例句：

• You have to pay a premium for express delivery.寄快递你得付额外费用。
• Fresh water was at a premium after the reservoir was contaminated.在水库被污染之后，清水便因稀而贵了。

98 gambling   

n.赌博；投机

参考例句：

• They have won a lot of money through gambling.他们赌博赢了很多钱。
• The men have been gambling away all night.那些人赌了整整一夜。

99 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。

100 influential   

adj.有影响的，有权势的

参考例句：

• He always tries to get in with the most influential people.他总是试图巴结最有影响的人物。
• He is a very influential man in the government.他在政府中是个很有影响的人物。

101 banking   

n.银行业，银行学，金融业

参考例句：

• John is launching his son on a career in banking.约翰打算让儿子在银行界谋一个新职位。
• He possesses an extensive knowledge of banking.他具有广博的银行业务知识。

102 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。

103 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。

104 prospectus   

n.计划书；说明书；慕股书

参考例句：

• An order form was included with the prospectus.订单附在说明书上。
• The prospectus is the most important instrument of legal document.招股说明书是上市公司信息披露制度最重要法律文件。

105 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。

106 peremptory   

adj.紧急的，专横的，断然的

参考例句：

• The officer issued peremptory commands.军官发出了不容许辩驳的命令。
• There was a peremptory note in his voice.他说话的声音里有一种不容置辩的口气。

107 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

108 authorization   

n.授权，委任状

参考例句：

• Anglers are required to obtain prior authorization from the park keeper.垂钓者必须事先得到公园管理者的许可。
• You cannot take a day off without authorization.未经批准你不得休假。

109 revoke   

v.废除，取消，撤回

参考例句：

• The university may revoke my diploma.大学可能吊销我的毕业证书。
• The government revoked her husband's license to operate migrant labor crews.政府撤销了她丈夫管理外来打工人群的许可证。

110 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。

111 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。

112 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。

113 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。

114 revocation   

n.废止，撤回

参考例句：

• the revocation of planning permission 建筑许可的撤销
• The revocation of the Edict of Nantes was signed here in 1685. 1685年南特敕令的废除是在这里宣布的。 来自互联网

115 touching   

adj.动人的，使人感伤的

参考例句：

• It was a touching sight.这是一幅动人的景象。
• His letter was touching.他的信很感人。

116 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

117 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。

118 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。

119 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。

120 determined   

adj.坚定的；有决心的

参考例句：

• I have determined on going to Tibet after graduation.我已决定毕业后去西藏。
• He determined to view the rooms behind the office.他决定查看一下办公室后面的房间。

121 minor   

adj.较小(少)的，较次要的；n.辅修学科；vi.辅修

参考例句：

• The young actor was given a minor part in the new play.年轻的男演员在这出新戏里被分派担任一个小角色。
• I gave him a minor share of my wealth.我把小部分财产给了他。

122 abstain   

v.自制，戒绝，弃权，避免

参考例句：

• His doctor ordered him to abstain from beer and wine.他的医生嘱咐他戒酒。
• Three Conservative MPs abstained in the vote.三位保守党下院议员投了弃权票。

123 quorum   

n.法定人数

参考例句：

• The meeting is adjourned since there is no quorum.因为没有法定人数会议休会。
• Three members shall constitute a quorum.三名成员可组成法定人数。

124 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。

125 interfered   

v.干预( interfere的过去式和过去分词 )；调停；妨碍；干涉

参考例句：

• Complete absorption in sports interfered with his studies. 专注于运动妨碍了他的学业。 来自《简明英汉词典》
• I am not going to be interfered with. 我不想别人干扰我的事情。 来自《简明英汉词典》

126 grudgingly   

参考例句：

• He grudgingly acknowledged having made a mistake. 他勉强承认他做错了。 来自《简明英汉词典》
• Their parents unwillingly [grudgingly] consented to the marriage. 他们的父母无可奈何地应允了这门亲事。 来自《现代汉英综合大词典》

127 defendant   

n.被告；adj.处于被告地位的

参考例句：

• The judge rejected a bribe from the defendant's family.法官拒收被告家属的贿赂。
• The defendant was borne down by the weight of evidence.有力的证据使被告认输了。

128 premises   

n.建筑物，房屋

参考例句：

• According to the rules,no alcohol can be consumed on the premises.按照规定，场内不准饮酒。
• All repairs are done on the premises and not put out.全部修缮都在家里进行，不用送到外面去做。

129 reimbursement   

n.偿还，退还

参考例句：

• He received reimbursement for his travel expenses.由于出差的花费他可以得到公司的补偿。
• Which forms do I need to complete for my travel reimbursement?我需要填什么表来报我的旅费？

130 redeem   

v.买回，赎回，挽回，恢复，履行（诺言等）

参考例句：

• He had no way to redeem his furniture out of pawn.他无法赎回典当的家具。
• The eyes redeem the face from ugliness.这双眼睛弥补了他其貌不扬之缺陷。

131 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。

132 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。

133 enjoined   

v.命令( enjoin的过去式和过去分词 )

参考例句：

• The embezzler was severely punished and enjoined to kick back a portion of the stolen money each month. 贪污犯受到了严厉惩罚，并被责令每月退还部分赃款。 来自《简明英汉词典》
• She enjoined me strictly not to tell anyone else. 她严令我不准告诉其他任何人。 来自辞典例句

134 procure   

vt.获得，取得，促成；vi.拉皮条

参考例句：

• Can you procure some specimens for me?你能替我弄到一些标本吗？
• I'll try my best to procure you that original French novel.我将尽全力给你搞到那本原版法国小说。

135 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。

136 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。

137 construed   

v.解释（陈述、行为等）( construe的过去式和过去分词 )；翻译，作句法分析

参考例句：

• He considered how the remark was to be construed. 他考虑这话该如何理解。
• They construed her silence as meaning that she agreed. 他们把她的沉默解释为表示赞同。 来自《简明英汉词典》

138 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。

139 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。

140 cumulative   

adj.累积的，渐增的

参考例句：

• This drug has a cumulative effect.这种药有渐增的效力。
• The benefits from eating fish are cumulative.吃鱼的好处要长期才能显现。

141 affiliated   

adj. 附属的, 有关连的

参考例句：

• The hospital is affiliated with the local university. 这家医院附属于当地大学。
• All affiliated members can vote. 所有隶属成员都有投票权。

142 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。

143 concession   

n.让步，妥协；特许(权)

参考例句：

• We can not make heavy concession to the matter.我们在这个问题上不能过于让步。
• That is a great concession.这是很大的让步。

144 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。

145 incentive   

n.刺激；动力；鼓励；诱因；动机

参考例句：

• Money is still a major incentive in most occupations.在许多职业中，钱仍是主要的鼓励因素。
• He hasn't much incentive to work hard.他没有努力工作的动机。

146 assent   

v.批准，认可；n.批准，认可

参考例句：

• I cannot assent to what you ask.我不能应允你的要求。
• The new bill passed by Parliament has received Royal Assent.议会所通过的新方案已获国王批准。

147 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。

148 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。

149 utterly   

adv.完全地，绝对地

参考例句：

• Utterly devoted to the people,he gave his life in saving his patients.他忠于人民，把毕生精力用于挽救患者的生命。
• I was utterly ravished by the way she smiled.她的微笑使我完全陶醉了。

150 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。

151 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。

152 inadequacy   

n.无法胜任，信心不足

参考例句：

• the inadequacy of our resources 我们的资源的贫乏
• The failure is due to the inadequacy of preparations. 这次失败是由于准备不足造成的。

153 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。

154 resolute   

adj.坚决的，果敢的

参考例句：

• He was resolute in carrying out his plan.他坚决地实行他的计划。
• The Egyptians offered resolute resistance to the aggressors.埃及人对侵略者作出坚决的反抗。

155 promising   

adj.有希望的，有前途的

参考例句：

• The results of the experiments are very promising.实验的结果充满了希望。
• We're trying to bring along one or two promising young swimmers.我们正设法培养出一两名有前途的年轻游泳选手。

156 extricate   

v.拯救，救出；解脱

参考例句：

• How can we extricate the firm from this trouble?我们该如何承救公司脱离困境呢？
• She found it impossible to extricate herself from the relationship.她发现不可能把自己从这种关系中解脱出来。

157 prospects   

n.希望，前途(恒为复数)

参考例句：

• There is a mood of pessimism in the company about future job prospects. 公司中有一种对工作前景悲观的情绪。
• They are less sanguine about the company's long-term prospects. 他们对公司的远景不那么乐观。

158 alluded   

提及，暗指( allude的过去式和过去分词 )

参考例句：

• In your remarks you alluded to a certain sinister design. 在你的谈话中，你提到了某个阴谋。
• She also alluded to her rival's past marital troubles. 她还影射了对手过去的婚姻问题。

159 wasteful   

adj.（造成）浪费的，挥霍的

参考例句：

• It is a shame to be so wasteful.这样浪费太可惜了。
• Duties have been reassigned to avoid wasteful duplication of work.为避免重复劳动浪费资源，任务已经重新分派。

160 speculations   

n.投机买卖( speculation的名词复数 )；思考；投机活动；推断

参考例句：

• Your speculations were all quite close to the truth. 你的揣测都很接近于事实。 来自《现代英汉综合大词典》
• This possibility gives rise to interesting speculations. 这种可能性引起了有趣的推测。 来自《用法词典》

161 vehement   

adj.感情强烈的；热烈的；(人)有强烈感情的

参考例句：

• She made a vehement attack on the government's policies.她强烈谴责政府的政策。
• His proposal met with vehement opposition.他的倡导遭到了激烈的反对。

162 triumphantly   

ad.得意洋洋地；得胜地；成功地

参考例句：

• The lion was roaring triumphantly. 狮子正在发出胜利的吼叫。
• Robert was looking at me triumphantly. 罗伯特正得意扬扬地看着我。

163 alterations   

n.改动( alteration的名词复数 )；更改；变化；改变

参考例句：

• Any alterations should be written in neatly to the left side. 改动部分应书写清晰，插在正文的左侧。 来自《简明英汉词典》
• Gene mutations are alterations in the DNA code. 基因突变是指DNA 密码的改变。 来自《简明英汉词典》

164 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》

165 inquiries   

n.调查( inquiry的名词复数 )；疑问；探究；打听

参考例句：

• He was released on bail pending further inquiries. 他获得保释，等候进一步调查。
• I have failed to reach them by postal inquiries. 我未能通过邮政查询与他们取得联系。 来自《现代汉英综合大词典》

166 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。

167 complement   

n.补足物，船上的定员；补语；vt.补充，补足

参考例句：

• The two suggestions complement each other.这两条建议相互补充。
• They oppose each other also complement each other.它们相辅相成。

168 enumerated   

v.列举，枚举，数( enumerate的过去式和过去分词 )

参考例句：

• A spokesperson enumerated the strikers' demands. 发言人列数罢工者的要求。 来自《简明英汉词典》
• He enumerated the capitals of the 50 states. 他列举了50个州的首府。 来自《现代汉英综合大词典》

169 joint   

adj.联合的，共同的；n.关节，接合处；v.连接，贴合

参考例句：

• I had a bad fall,which put my shoulder out of joint.我重重地摔了一跤，肩膀脫臼了。
• We wrote a letter in joint names.我们联名写了封信。

170 ridge   

n.山脊；鼻梁；分水岭

参考例句：

• We clambered up the hillside to the ridge above.我们沿着山坡费力地爬上了山脊。
• The infantry were advancing to attack the ridge.步兵部队正在向前挺进攻打山脊。

171 slate   

n.板岩，石板，石片，石板色，候选人名单；adj.暗蓝灰色的，含板岩的；vt.用石板覆盖，痛打，提名，预订

参考例句：

• The nominating committee laid its slate before the board.提名委员会把候选人名单提交全体委员会讨论。
• What kind of job uses stained wood and slate? 什么工作会接触木头污浊和石板呢？

172 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》

173 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。

174 corporate   

adj.共同的，全体的；公司的，企业的

参考例句：

• This is our corporate responsibility.这是我们共同的责任。
• His corporate's life will be as short as a rabbit's tail.他的公司的寿命是兔子尾巴长不了。

175 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。

176 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。

177 contingent   

adj.视条件而定的；n.一组，代表团，分遣队

参考例句：

• The contingent marched in the direction of the Western Hills.队伍朝西山的方向前进。
• Whether or not we arrive on time is contingent on the weather.我们是否按时到达要视天气情况而定。

178 arbitration   

n.调停，仲裁

参考例句：

• The wage disagreement is under arbitration.工资纠纷正在仲裁中。
• Both sides have agreed that the arbitration will be binding.双方都赞同仲裁具有约束力。

179 imbued   

v.使（某人/某事）充满或激起（感情等）( imbue的过去式和过去分词 )；使充满；灌输；激发（强烈感情或品质等）

参考例句：

• Her voice was imbued with an unusual seriousness. 她的声音里充满着一种不寻常的严肃语气。
• These cultivated individuals have been imbued with a sense of social purpose. 这些有教养的人满怀着社会责任感。 来自《简明英汉词典》

180 surmounted   

战胜( surmount的过去式和过去分词 )； 克服（困难）； 居于…之上； 在…顶上

参考例句：

• She was well aware of the difficulties that had to be surmounted. 她很清楚必须克服哪些困难。
• I think most of these obstacles can be surmounted. 我认为这些障碍大多数都是可以克服的。

181 malignant   

adj.恶性的，致命的；恶意的，恶毒的

参考例句：

• Alexander got a malignant slander.亚历山大受到恶意的诽谤。
• He started to his feet with a malignant glance at Winston.他爬了起来，不高兴地看了温斯顿一眼。

182 conspirators   

n.共谋者，阴谋家( conspirator的名词复数 )

参考例句：

• The conspirators took no part in the fighting which ensued. 密谋者没有参加随后发生的战斗。 来自《简明英汉词典》
• The French conspirators were forced to escape very hurriedly. 法国同谋者被迫匆促逃亡。 来自辞典例句

183 wreck   

n.失事，遇难；沉船；vt.(船等)失事，遇难

参考例句：

• Weather may have been a factor in the wreck.天气可能是造成这次失事的原因之一。
• No one can wreck the friendship between us.没有人能够破坏我们之间的友谊。

184 gratitude   

adj.感激，感谢

参考例句：

• I have expressed the depth of my gratitude to him.我向他表示了深切的谢意。
• She could not help her tears of gratitude rolling down her face.她感激的泪珠禁不住沿着面颊流了下来。

185 admiration   

n.钦佩，赞美，羡慕

参考例句：

• He was lost in admiration of the beauty of the scene.他对风景之美赞不绝口。
• We have a great admiration for the gold medalists.我们对金牌获得者极为敬佩。

186 harmonious   

adj.和睦的，调和的，和谐的，协调的

参考例句：

• Their harmonious relationship resulted in part from their similar goals.他们关系融洽的部分原因是他们有着相似的目标。
• The room was painted in harmonious colors.房间油漆得色彩调和。

187 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。

188 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。

189 adjournment   

休会； 延期； 休会期； 休庭期

参考例句：

• The adjournment of the case lasted for two weeks. 该案休庭期为两周。
• The solicitor moved for an adjournment of the case. 律师请求将这个案件的诉讼延期。

190 superfluous   

adj.过多的，过剩的，多余的

参考例句：

• She fined away superfluous matter in the design. 她删去了这图案中多余的东西。
• That request seemed superfluous when I wrote it.我这样写的时候觉得这个请求似乎是多此一举。

191 folly   

n.愚笨，愚蠢，蠢事，蠢行，傻话

参考例句：

• Learn wisdom by the folly of others.从别人的愚蠢行动中学到智慧。
• Events proved the folly of such calculations.事情的进展证明了这种估计是愚蠢的。

192 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？

193 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。

194 obstinate   

adj.顽固的，倔强的，不易屈服的，较难治愈的

参考例句：

• She's too obstinate to let anyone help her.她太倔强了，不会让任何人帮她的。
• The trader was obstinate in the negotiation.这个商人在谈判中拗强固执。

195 halfway   

adj.中途的，不彻底的，部分的；adv.半路地，在中途，在半途

参考例句：

• We had got only halfway when it began to get dark.走到半路，天就黑了。
• In study the worst danger is give up halfway.在学习上，最忌讳的是有始无终。

196 conclusively   

adv.令人信服地，确凿地

参考例句：

• All this proves conclusively that she couldn't have known the truth. 这一切无可置疑地证明她不可能知道真相。 来自《简明英汉词典》
• From the facts,he was able to determine conclusively that the death was not a suicide. 根据这些事实他断定这起死亡事件并非自杀。 来自《简明英汉词典》

197 offsets   

n.开端( offset的名词复数 )；出发v.抵消( offset的第三人称单数 )；补偿；（为了比较的目的而）把…并列（或并置）；为（管道等）装支管

参考例句：

• The following paragraphs deal with intra-source offsets and the so-called \"bubble\" concept. 下面讨论污染源内部的补偿和所谓的“泡泡”概念。 来自英汉非文学 - 环境法 - 环境法
• The preceding paragraphs were concerned with inter-source offsets. 前文牵涉到污染源之间的补偿。 来自英汉非文学 - 环境法 - 环境法

198 fiscal   

adj.财政的，会计的，国库的，国库岁入的

参考例句：

• The increase of taxation is an important fiscal policy.增税是一项重要的财政政策。
• The government has two basic strategies of fiscal policy available.政府有两个可行的财政政策基本战略。

199 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。

200 remains   

n.剩余物，残留物；遗体，遗迹

参考例句：

• He ate the remains of food hungrily.他狼吞虎咽地吃剩余的食物。
• The remains of the meal were fed to the dog.残羹剩饭喂狗了。

201 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。

202 extinction   

n.熄灭，消亡，消灭，灭绝，绝种

参考例句：

• The plant is now in danger of extinction.这种植物现在有绝种的危险。
• The island's way of life is doomed to extinction.这个岛上的生活方式注定要消失。

203 procuring   

v.（努力）取得， （设法）获得( procure的现在分词 )；拉皮条

参考例句：

• He was accused of procuring women for his business associates. 他被指控为其生意合伙人招妓。 来自辞典例句
• She had particular pleasure, in procuring him the proper invitation. 她特别高兴为他争得这份体面的邀请。 来自辞典例句

204 ascertain   

vt.发现，确定，查明，弄清

参考例句：

• It's difficult to ascertain the coal deposits.煤储量很难探明。
• We must ascertain the responsibility in light of different situtations.我们必须根据不同情况判定责任。

205 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。

206 insufficient   

adj.(for，of)不足的，不够的

参考例句：

• There was insufficient evidence to convict him.没有足够证据给他定罪。
• In their day scientific knowledge was insufficient to settle the matter.在他们的时代，科学知识还不能足以解决这些问题。

207 legitimate   

adj.合法的，合理的，合乎逻辑的；v.使合法

参考例句：

• Sickness is a legitimate reason for asking for leave.生病是请假的一个正当的理由。
• That's a perfectly legitimate fear.怀有这种恐惧完全在情理之中。

208 lessening   

减轻，减少，变小

参考例句：

• So however much he earned, she spent it, her demands growing and lessening with his income. 祥子挣多少，她花多少，她的要求随着他的钱涨落。 来自汉英文学 - 骆驼祥子
• The talks have resulted in a lessening of suspicion. 谈话消减了彼此的怀疑。

209 adverse   

adj.不利的；有害的；敌对的，不友好的

参考例句：

• He is adverse to going abroad.他反对出国。
• The improper use of medicine could lead to severe adverse reactions.用药不当会产生严重的不良反应。

210 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

211 asunder   

adj.分离的，化为碎片

参考例句：

• The curtains had been drawn asunder.窗帘被拉向两边。
• Your conscience,conviction,integrity,and loyalties were torn asunder.你的良心、信念、正直和忠诚都被扯得粉碎了。

212 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》

213 concessions   

n.（尤指由政府或雇主给予的）特许权( concession的名词复数 )；承认；减价；（在某地的）特许经营权

参考例句：

• The firm will be forced to make concessions if it wants to avoid a strike. 要想避免罢工，公司将不得不作出一些让步。
• The concessions did little to placate the students. 让步根本未能平息学生的愤怒。

214 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。

215 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。

216 renewals   

重建( renewal的名词复数 )； 更新； 重生； 合同的续订

参考例句：

• Number of circulations excluding renewals. 7th out of 10 libraries. 借阅数目（不包括续借）。在10间图书馆中排行第七。
• Certification Renewals shall be due on July 1 of the renewal year. 资格认证更新在更新年的7月1日生效。

217 intervals   

n.[军事]间隔( interval的名词复数 )；间隔时间；[数学]区间；（戏剧、电影或音乐会的）幕间休息

参考例句：

• The forecast said there would be sunny intervals and showers. 预报间晴，有阵雨。
• Meetings take place at fortnightly intervals. 每两周开一次会。

218 judicial   

adj.司法的，法庭的，审判的，明断的，公正的

参考例句：

• He is a man with a judicial mind.他是个公正的人。
• Tom takes judicial proceedings against his father.汤姆对他的父亲正式提出诉讼。

219 assents   

同意，赞同( assent的名词复数 )

参考例句：

220 formulate   

v.用公式表示；规划；设计；系统地阐述

参考例句：

• He took care to formulate his reply very clearly.他字斟句酌，清楚地做了回答。
• I was impressed by the way he could formulate his ideas.他陈述观点的方式让我印象深刻。

221 destined   

adj.命中注定的；(for)以…为目的地的

参考例句：

• It was destined that they would marry.他们结婚是缘分。
• The shipment is destined for America.这批货物将运往美国。

222 rehabilitate   

vt.改造(罪犯)，修复；vi.复兴，(罪犯)经受改造

参考例句：

• There was no money to rehabilitate the tower.没有资金修复那座塔。
• He used exercise programmes to rehabilitate the patients.他采用体育锻炼疗法使患者恢复健康。

223 adversaries   

n.对手，敌手( adversary的名词复数 )

参考例句：

• That would cause potential adversaries to recoil from a challenge. 这会迫使潜在的敌人在挑战面前退缩。 来自辞典例句
• Every adversaries are more comfortable with a predictable, coherent America. 就连敌人也会因有可以预料的，始终一致的美国而感到舒服得多。 来自辞典例句

224 precisely   

adv.恰好，正好，精确地，细致地

参考例句：

• It's precisely that sort of slick sales-talk that I mistrust.我不相信的正是那种油腔滑调的推销宣传。
• The man adjusted very precisely.那个人调得很准。

225 judgment   

n.审判；判断力，识别力，看法，意见

参考例句：

• The chairman flatters himself on his judgment of people.主席自认为他审视人比别人高明。
• He's a man of excellent judgment.他眼力过人。

226 entrusting   

v.委托，托付( entrust的现在分词 )

参考例句：

• St. Clare had just been entrusting Tom with some money, and various commissions. 圣？克莱亚刚交给汤姆一笔钱，派他去办几件事情。 来自辞典例句
• The volume of business does not warrant entrusting you with exclusive agency at present. 已完成的营业额还不足以使我方目前委托你方独家代理。 来自外贸英语口语25天快训

227 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。

228 pecuniary   

adj.金钱的；金钱上的

参考例句：

• She denies obtaining a pecuniary advantage by deception.她否认通过欺骗手段获得经济利益。
• She is so independent that she refused all pecuniary aid.她很独立，所以拒绝一切金钱上的资助。

229 supplementary   

adj.补充的，附加的

参考例句：

• There is a supplementary water supply in case the rain supply fails.万一主水源断了，我们另外有供水的地方。
• A supplementary volume has been published containing the index.附有索引的增补卷已经出版。

230 flexibility   

n.柔韧性，弹性，（光的）折射性，灵活性

参考例句：

• Her great strength lies in her flexibility.她的优势在于她灵活变通。
• The flexibility of a man's muscles will lessen as he becomes old.人老了肌肉的柔韧性将降低。

231 frankly   

adv.坦白地，直率地；坦率地说

参考例句：

• To speak frankly, I don't like the idea at all.老实说，我一点也不赞成这个主意。
• Frankly speaking, I'm not opposed to reform.坦率地说，我不反对改革。

232 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。

233 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。

234 remunerative   

adj.有报酬的

参考例句：

• He is prepared to make a living by accepting any remunerative chore.为了生计，他准备接受任何有酬报的杂活。
• A doctor advised her to seek remunerative employment.一个医生建议她去找有酬劳的工作。

235 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。

236 confided   

v.吐露（秘密，心事等）( confide的过去式和过去分词 )；（向某人）吐露（隐私、秘密等）

参考例句：

• She confided all her secrets to her best friend. 她向她最要好的朋友倾吐了自己所有的秘密。
• He confided to me that he had spent five years in prison. 他私下向我透露，他蹲过五年监狱。 来自《简明英汉词典》

237 vacancies   

n.空房间( vacancy的名词复数 )；空虚；空白；空缺

参考例句：

• job vacancies 职位空缺
• The sign outside the motel said \"No Vacancies\". 汽车旅馆外的招牌显示“客满”。 来自《简明英汉词典》

238 vacancy   

n.（旅馆的）空位，空房，（职务的）空缺

参考例句：

• Her going on maternity leave will create a temporary vacancy.她休产假时将会有一个临时空缺。
• The vacancy of her expression made me doubt if she was listening.她茫然的神情让我怀疑她是否在听。

239 refunding   

n.借新债还旧债；再融资；债务延展；发行新债券取代旧债券v.归还，退还( refund的现在分词 )

参考例句：

• They are refunding parents their money on over a billion toys. 他们退还父母他们的金钱在十亿个玩具。 来自互联网
• I am refunding the extra, but getting tired of doing this. 我退还额外的，而是要改变这样累了。 来自互联网

240 aloof   

adj.远离的；冷淡的，漠不关心的

参考例句：

• Never stand aloof from the masses.千万不可脱离群众。
• On the evening the girl kept herself timidly aloof from the crowd.这小女孩在晚会上一直胆怯地远离人群。

241 panacea   

n.万灵药；治百病的灵药

参考例句：

• Western aid may help but will not be a panacea. 西方援助可能会有所帮助，但并非灵丹妙药。
• There's no single panacea for the country's economic ills. 国家经济弊病百出,并无万灵药可以医治。

242 subscribed   

v.捐助( subscribe的过去式和过去分词 )；签署，题词；订阅；同意

参考例句：

• It is not a theory that is commonly subscribed to. 一般人并不赞成这个理论。 来自《简明英汉词典》
• I subscribed my name to the document. 我在文件上签了字。 来自《简明英汉词典》

243 vagaries   

n.奇想( vagary的名词复数 )；异想天开；异常行为；难以预测的情况

参考例句：

• The vagaries of fortune are indeed curious.\" 命运的变化莫测真是不可思议。” 来自英汉文学 - 嘉莉妹妹
• The vagaries of inclement weather conditions are avoided to a certain extent. 可以在一定程度上避免变化莫测的恶劣气候影响。 来自辞典例句

244 cumbersome   

adj.笨重的，不便携带的

参考例句：

• Although the machine looks cumbersome,it is actually easy to use.尽管这台机器看上去很笨重，操作起来却很容易。
• The furniture is too cumbersome to move.家具太笨，搬起来很不方便。

245 uncertainties   

无把握( uncertainty的名词复数 )； 不确定； 变化不定； 无把握、不确定的事物

参考例句：

• One of the uncertainties of military duty is that you never know when you might suddenly get posted away. 任军职不稳定的因素之一是你永远不知道什么时候会突然被派往它处。
• Uncertainties affecting peace and development are on the rise. 影响和平与发展的不确定因素在增加。 来自汉英非文学 - 十六大报告

246 retention   

n.保留，保持，保持力，记忆力

参考例句：

• They advocate the retention of our nuclear power plants.他们主张保留我们的核电厂。
• His retention of energy at this hour is really surprising.人们惊叹他在这个时候还能保持如此旺盛的精力。

247 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。

248 replacement   

n.取代，替换，交换；替代品，代用品

参考例句：

• We are hard put to find a replacement for our assistant.我们很难找到一个人来代替我们的助手。
• They put all the students through the replacement examination.他们让所有的学生参加分班考试。

249 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。

250 attained   

（通常经过努力）实现( attain的过去式和过去分词 )； 达到； 获得； 达到（某年龄、水平、状况）

参考例句：

• She has attained the degree of Master of Arts. 她已获得文学硕士学位。
• Lu Hsun attained a high position in the republic of letters. 鲁迅在文坛上获得崇高的地位。

251 hostilities   

n.战争；敌意(hostility的复数)；敌对状态；战事

参考例句：

• Mexico called for an immediate cessation of hostilities. 墨西哥要求立即停止敌对行动。
• All the old hostilities resurfaced when they met again. 他们再次碰面时，过去的种种敌意又都冒了出来。

252 allotted   

分配，拨给，摊派( allot的过去式和过去分词 )

参考例句：

• I completed the test within the time allotted . 我在限定的时间内完成了试验。
• Each passenger slept on the berth allotted to him. 每个旅客都睡在分配给他的铺位上。

253 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。

254 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。

255 plunged   

v.颠簸( plunge的过去式和过去分词 )；暴跌；骤降；突降

参考例句：

• The train derailed and plunged into the river. 火车脱轨栽进了河里。
• She lost her balance and plunged 100 feet to her death. 她没有站稳，从100英尺的高处跌下摔死了。

256 deducting   

v.扣除，减去( deduct的现在分词 )

参考例句：

• Deducting drop size and velocity from circular blood stains. 如何从循环的血液中降低血滴的大小和速度。 来自电影对白
• Ordinary shareholders receive dividend from profit after deducting the preference shares dividend. 普通股股东可获派剩馀的盈利为股息。 来自互联网

257 predecessor   

n.前辈，前任

参考例句：

• It will share the fate of its predecessor.它将遭受与前者同样的命运。
• The new ambassador is more mature than his predecessor.新大使比他的前任更成熟一些。

258 endorsement   

n.背书；赞成，认可，担保；签(注)，批注

参考例句：

• We are happy to give the product our full endorsement.我们很高兴给予该产品完全的认可。
• His presidential campaign won endorsement from several celebrities.他参加总统竞选得到一些社会名流的支持。

259 disapproval   

n.反对，不赞成

参考例句：

• The teacher made an outward show of disapproval.老师表面上表示不同意。
• They shouted their disapproval.他们喊叫表示反对。

260 unduly   

adv.过度地，不适当地

参考例句：

• He did not sound unduly worried at the prospect.他的口气听上去对前景并不十分担忧。
• He argued that the law was unduly restrictive.他辩称法律的约束性有些过分了。

261 abide   

vi.遵守；坚持；vt.忍受

参考例句：

• You must abide by the results of your mistakes.你必须承担你的错误所造成的后果。
• If you join the club,you have to abide by its rules.如果你参加俱乐部，你就得遵守它的规章。

262 odds   

n.让步，机率，可能性，比率；胜败优劣之别

参考例句：

• The odds are 5 to 1 that she will win.她获胜的机会是五比一。
• Do you know the odds of winning the lottery once?你知道赢得一次彩票的几率多大吗？