CHAPTER VIII NORTHERN PACIFIC

    Act of 1864—Failure and reorganization—Extension into the Northwest—Villard and the Oregon & Transcontinental Company—Lack of prosperity—Refunding¹ mortgage—Lease of Wisconsin Central—Financial difficulties—Receivership—Legal complications—Reorganization—Subsequent history.

The Northern Pacific Railroad Company was chartered in 1864, and failed in 1875 and in 1893. Besides these bankruptcies² it has been in frequent financial difficulty, and on the whole furnishes an instructive chapter in a study of reorganizations.

The Act of July 2, 1864,542 empowered the Northern Pacific corporation to build a line from some point on Lake Superior, in the state of Minnesota or Wisconsin, westerly on a line north of the 45th degree of latitude³, to a point near or at Portland, Oregon. It provided for organization on subscription⁴ for 20,000 shares out of an authorized⁵ capital of 1,000,000 shares with 10 per cent paid in, and granted forty alternate sections of public land per mile throughout the territories, and twenty alternate sections throughout the states across which the road should pass. This liberal donation was influenced in part by the fact that the value of lands in the Northwest was then low, and in part by the refusal of any money subsidy⁷. The Government was to issue patents on the completion of stretches of twenty-five miles built in “good, substantial, and workmanlike manner,” and was to survey lands for forty miles on each side of the line543 as fast as the construction of the road should require. The company was to begin work within two years and was to finish the line within twelve years, and it was provided that in case of non-fulfilment of these conditions Congress could do “any and all acts and things which (might) be needful and necessary to insure a speedy completion of the road.” A section which gave trouble till264 amended⁸ forbade the issue of mortgage or construction bonds, or the making of a mortgage or lien⁹ upon the road in any way except by the consent of the Congress of the United States. The company was to obtain the consent of the legislature of any state before commencing construction through it, and finally the Act was to be void unless bona fide subscriptions¹⁰ of $2,000,000 to the stock, with 10 per cent paid in, should be obtained within two years.

A project so daring as the construction of a railroad through the unsettled Northwest not unnaturally¹¹ found it difficult to obtain financial support. The capitalists who at first undertook the work were unable to carry it through.544 In 1869 and 1870 two developments occurred: the prohibition¹² of bond issues contained in the act of incorporation¹³ was removed, and Jay Cooke became interested in the building of the road. Both facts were of far-reaching importance. Mr. Cooke was one of the foremost financiers of his time. He was a man of great personal energy, large fortune, and extensive personal following, and was admirably adapted to the promotion¹⁵ of the work in hand. The removal of the prohibition upon bond issues made it possible, with his support, to secure some funds from a mortgage issue and to allow construction to begin.

In 1869 Jay Cooke & Company were appointed financial agents of the Northern Pacific Railroad Company. On July 1, 1870, issues of $100,000,000 in 7.3 per cent first mortgage bonds and $100,000,000 in stock were authorized. The bonds were to be sold to the agents at 88; the bulk of the stock was to go to the agents as bonus or to the syndicate interested with them. The same parties agreed to raise $5,000,000 in cash within thirty days, in order to commence the building of the line. This made a fair start possible, and by May, 1873, over five hundred miles had been completed. The situation was nevertheless a difficult one because of the reluctance¹⁶ of capitalists to invest in the new first mortgage bonds. In 1870 extensive plans were made to interest the European markets, but all in vain because of the outbreak of the Franco-Prussian war. In America a similar campaign was not much more successful.545 The high price asked for265 the bonds,546 the uncertain nature of the enterprise, the not altogether ill-founded rumors¹⁷ of extravagance and mismanagement of the construction actually under way, the presidential election of 1872, all hindered rapid sales. Failure to sell bonds meant financial stringency¹⁸ for the Northern Pacific. Operating expenses were high, and the interest on outstanding indebtedness was considerable. On the other hand, earnings¹⁹ were very small. No through business could be secured till the completion of the road at least to the Snake River, and local traffic was yet to be developed. As a result, the company borrowed more and more from Jay Cooke & Co., and that firm soon found itself heavily involved.

On September 18, 1873, Jay Cooke & Co. closed its doors. The shock to the railroad was great. The quotations²⁰ of first mortgage bonds dropped from par⁶ to about 11. For a time the company struggled on. In December, 1873, a funding of interest was carried through, whereby all coupons²¹ up to and including that of January 1, 1875, were made exchangeable for five-year 7 per cent coupon²² bonds, convertible²³ into the company’s first mortgage bonds at par, and into the company’s lands at 25 per cent off from the regular prices.547 In April, 1874, settlement was made with Jay Cooke & Co. by the transfer of the railroad’s first mortgage bonds and other securities.548 These measures offered only temporary relief. Business was at a standstill throughout the country. Gross earnings for the year ending June 30, 1874, were reported to be $988,131, while $30,780,904 7.3 per cent bonds had been issued, and the floating debt stood at $777,335. The Northern Pacific was not only unable to meet its fixed²⁴ charges, but was in default by a margin²⁵ which it was hopeless to attempt to overcome. The original project had completely failed; and the only means of continuing the enterprise seemed to lie in a government guarantee of the railroad’s bonds, or in a reorganization so drastic as to sweep away fixed charges and to give the company a fresh start.

In May, 1874, the first plan was tried. A bill was introduced into Congress providing that the company should be authorized to issue266 its 5 per cent thirty-year bonds for $50,000 per mile on its entire line, complete and incomplete, and that on completed sections of the road twenty miles long it should deliver its 7.3 per cent bonds at a rate of $50,000 per mile, receiving in return $40,000 of the 5 per cent bonds with interest but not principal guaranteed by the Government, which should hold the difference of $10,000 as a reserve fund. Holders²⁷ of outstanding 7.3 per cent bonds were to have the right of exchanging their bonds for new 5s on the same terms.549 In return for the guarantee the railroad was to surrender to the United States Government its entire land grant, to be sold under the direction of the Secretary of the Interior, and to turn over semi-annually²⁸ its entire net earnings. The Government was to have the right in addition to sell the Northern Pacific 5 per cent bonds whenever the combined yield of the land grant and the net earnings should not equal the interest guaranteed. Finally, Congress was to have power to fix fares, etc., provided that the government control did not impair²⁹ the security of the bonds. In brief, the capitalists who had involved themselves in Northern Pacific affairs were ready to surrender their whole enterprise to the Government if the Government would carry it through. But Congress was so little willing to take the responsibility that the bill never came to a vote.

Early in 1875, while the application for government aid was still pending³⁰, the directors called a general meeting of the bondholders. When it assembled President Cass made a statement of the financial condition of the company. The outstanding debt, said he, was $30,441,300. Of the 7.3 per cent bonds issued as collateral³¹ for floating debt, mostly in 1875, there had been pledged $1,780,300 at the rate of from twenty-five to forty cents on the dollar. The interest on land warrants, bonds, and scrip given in funding of coupons amounted to $732,632. The floating debt was $634,758, of which $150,000 were arranged for settlement within a few days; and $250,000 were due to directors for money advanced to finish the Pacific section after the failure of Jay Cooke & Co. in 1873. The total net earnings to date had been $124,056, and the capital stock was $25,497,600. By this report it seems that some slight advance had been267 made since June, 1874, but in no measure which afforded any hope for the continued solvency³² of the company. Most instructive were the figures for the floating debt, which in less than five years had increased to a sum more than five times the net earnings for the whole period. After some discussion the bondholders elected a committee of seven to report at a future meeting. The committee recommended a receivership, the directors did not oppose, and on April 16 General Cass was appointed receiver, resigning his position as president to accept.

By this time hope of government aid had vanished, and no time was lost in accepting the alternative of a drastic reorganization. Late in May the bondholders’ committee reported a plan which was considered by the bondholders at subsequent meetings. The principle was simple, and the means sufficient. The company had earned .4 per cent on its funded debt:—ergo, the funded debt was to be swept away. Fixed charges had been heavy:—they were now to be completely removed. Scarcely less would have met the needs of the situation, but the merit in refusing to tinker and experiment was considerable. In more extended shape the plan was as follows: Reorganization was to be carried out through foreclosure, and a committee of six was appointed to take charge. All outstanding bonds were to be replaced by preferred stock, and all common stock was to be exchanged for new common stock. Floating debt was to be likewise exchanged for preferred stock, which was to be issued to the amount of $51,000,000 for the following purposes:

(a) To retire the principal of the outstanding 7.3 per cent bonds, and the interest to and including July 1, 1878, at 8 per cent, currency.

(b) To retire the land warrant bonds, principal and interest, to and including January 1, 1875.

(c) To pay the floating debt not protected under the existing orders of the court.

(d) Generally for the purpose of carrying the plan into effect.

Preferred stock was to have all rights and privileges of common stock, with the right to vote, and was to be entitled to 8 per cent out of net earnings before anything should be paid on the common, and to one-half the surplus after 8 per cent should have been declared268 on both preferred and common.550 It was to be convertible at par into any lands belonging to the company, or thereafter to belong to it, east of the Missouri River in the state of Minnesota or the territory of Dakota, until default should occur in some of the provisions of the new first mortgage bonds, and the proceeds of all sales of such land were to be used in extinguishing the stock. Common stock was to be issued to the amount of $49,000,000, and was to be given to old stockholders share for share. To provide the means to complete and to equip the road there were to be issued first mortgage bonds not to exceed an average of $25,000 per mile of road, actually completed and accepted by the President of the United States, to be secured by a first mortgage on the whole line of road, constructed or to be constructed, and on the equipment, property, lands, and franchises³⁴, including the franchise³³ to be a corporation, subject only to the right of the holders of the preferred stock to convert their stock into lands. The principal was to be payable³⁵ in forty years, and the interest and sinking fund might be made payable in gold. No other bonds were to be issued except on a vote of at least three-quarters of the preferred stock at a meeting specially³⁶ held in reference thereto on thirty days’ notice. Subsequently it was resolved, and the resolution incorporated in the plan, that the holders of the common stock should have no voting power until on and after July 1, 1878, and that no assessment³⁷ should be levied³⁸ upon bondholders; but that the cost of purchase and the expense of foreclosure and other proceedings³⁹ should be paid out of the assets and the income of the company.551

Applying to this plan the same tests to which all other plans have been subjected, it appears that from the point of view of the corporation it left little to be desired. The general depression throughout269 the country and the needs of the Northern Pacific Railroad in particular were so great that for once, in the conflict of interests between the bondholders and the corporation, the latter had all the advantage on its side. As a matter of fact, had any attempt been made in this case, as so frequently in others of recent years, to unite in the exchange of new securities for old a bond and a stock as an equivalent for an outstanding bond, instead of giving stock only, the rate of interest on the new bond would necessarily have been so low as to deprive the combination of its attractiveness. That resource was not had to an income bond was perhaps due to the absence of English investment in the road. The wise course was the one pursued:—namely, to retire bonds with a fixed lien on earnings by stock which represented ownership in the enterprise, and which could claim dividends⁴⁰ only when earned. The floating debt was not retired⁴² by an assessment but by new securities. This again, all things considered, was wise. The existing stock represented so little actual investment in the property that holders would doubtless have refused to pay an assessment, and would have surrendered their certificates instead; while it would have been both difficult to collect an assessment on the depreciated⁴³ bonds, and hard to convince bondholders of the justice of a demand for such a contribution, so long as the stockholders were let off unscathed. On the other hand, whether or not an assessment would have yielded cash, the issue of stock for floating debt did not increase the fixed charges of the road, and was not, therefore, fundamentally unsound. Liberal provision was made for future capital requirements, and the only provision to which exception could have been taken was the limitation of bond issues to the moderate figure of $25,000 per mile except with the consent of three-quarters of the preferred stockholders. On the whole, the plan put the company fairly on its feet, presented it with all the work which had been accomplished⁴⁴, and bade it attempt again the project in which its failure had previously⁴⁵ been so complete. The danger of future bankruptcy⁴⁶ lay in this fact only: that a large section of the road was yet uncompleted, and through business was non-existent; that the Northwest was still unsettled, and the local business was small; in short, that so much was yet to be done that the company, with all the advantages which it now270 possessed⁴⁷, might fail again for the same reasons which had led it into bankruptcy before.

The plan was first reported on May 20,552 and was laid before the bondholders on the 30th of June. There was some protest that it proposed giving away the property of the bondholders, and the additional sections before mentioned, concerning the expenses of the reorganization and the voting power of the common stock were added. By August nearly two-thirds of the bondholders had assented⁴⁸.553 By May a decree of sale had been obtained, which was modified in August so as to give bondholders priority over claims of directors for advances made; and on August 12 all the property of the company, except the patented and certified⁴⁹ lands,554 with all its rights, liberties, and franchises, was sold at public auction⁵⁰ and bought in by a purchasing committee for $100,000.555 No upset price was set by the Court; and it was surmised⁵¹ that the bid was purposely made low in order to force non-assenting bondholders to accept the new stock. The new corporation was organized in October, 1875, by the election of Mr. Chas. B. Wright of Philadelphia as president, and with the denial of a petition to set aside the sale the reorganization may be said to have been concluded.

For fourteen years the company was now to be free from talk of further reorganization, and not until 1893 was there to be another receivership. During this time the mileage⁵², owned or controlled, was to be made continuous from the Pacific coast to Chicago, and the Northern Pacific was to mount high among American railroads in its extent and in the volume of its business. In 1875 the completed mileage was, roughly, 550 miles of line; in 1893 it was 5431.92, and reached from Ashland, St. Paul, and Minneapolis on the east to Portland, Olympia, Tacoma, and Seattle on the west. In the former271 year the gross earnings were $414,722 and the net $97,478; in the latter the totals were $23,920,109 and $11,416,283. At the same time the fixed charges rose from nothing to $14,311,430, and the bonds outstanding to $133,545,500, besides $15,349,000 of bonds of subsidiary companies guaranteed. It appears, therefore, that the promoters were successful in raising funds for the completion of their enterprise, although their road suffered at first from the thin population of the Northwest and the lack of a through connection, and then from the competition of other transcontinental lines.

From the reorganization to 1879 very little was done in the way of new construction, owing to the general financial depression. Efforts to get the time allowed for completing the road extended failed, however, and it became necessary to resume in order to keep Congress contented⁵³ and to avoid a forfeiture⁵⁴ of the land grant. In 1878 a small loan was placed, and the following year one for a somewhat larger amount; and with the funds so secured construction was vigorously pushed. More liberal provision was made in 1880–1, when successful negotiations⁵⁵ were carried through for the sale to a syndicate of $40,000,000 general mortgage 6 per cent railroad and land-grant bonds, to be issued at the rate of $25,000 per mile of finished road only, and to be secured by a mortgage on the entire property of the company except the lands east of the Missouri River, which were pledged for the redemption of the preferred stock. Provision was made for a reserve of these bonds sufficient to retire the prior issues before mentioned.556 Under the agreement the syndicate took $10,000,000 at once and had an option of taking $10,000,000 per year in each of the next three years. The reported price was 90 for the first $10,000,000 and 92? for the rest. As a matter of fact, the whole $40,000,000 had been turned over by the end of 1883, and though the effect on the company is seen in the increase in its bonded⁵⁶ indebtedness from $3,881,884 in 1880 to $39,522,200 in 1883, and in its fixed charges from $334,482 to $2,478,939, it was meanwhile supplied with cash, and was enabled to advance toward the completion of the 1000 miles of line which remained unbuilt. The financial embarrassment⁵⁷ which was felt in 1882, in spite of the syndicate contract, was due to an unforeseen cause. According to the272 statements of the company, it was felt necessary, in order to avoid waste of time and money, to build simultaneously⁵⁸ from both ends of the line, and to start all the heavy work on the entire route at once. “This involved the shipment of millions of dollars’ worth of track material, motive⁵⁹ power, and rolling stock to the Pacific coast many months before their actual use on the road; and on the line east of the Rocky Mountains very large expenditures⁶⁰ of cash a long time before the works resulting from them could become parts of finished road.”557 The expenses were immediate⁶¹;—the delivery of bonds to the syndicate could take place by the terms of the contract only after the completion of finished sections of road, so that great stringency easily occurred between. The trouble was only temporary, and was tided over with the help of the syndicate and of the Oregon & Transcontinental Company, a corporation of which we shall presently speak.

As the Northern Pacific pushed into the Northwest, and at the same time vigorously occupied itself in filling the gap between the ends of its main line, it came into contact with a combination of Northwestern companies known as the Oregon Railway & Navigation Company, of which Henry Villard was at the time in control. This corporation owned a line of steamboats running on the Willamette and Columbia rivers in Oregon, together with an ocean line connecting Portland and San Francisco.558 In connection with the water routes a narrow-gauge road had been built up the left bank of the Columbia River to a connection near the mouth of the Snake River with an existing narrow-gauge road to the town of Walla Walla in Southeastern Washington; and this narrow-gauge was being widened, in 1880, to standard. This was the very territory through which the Northern Pacific expected to make its connection with the Pacific coast; and in 1880 it had passed the Rocky Mountains and had reached the confluence⁶² of the Columbia and the Snake. On October 20, 1880, a contract was signed between the Northern Pacific and the Oregon Railway & Navigation Companies whereby the former, among other things, consented to a division of territory with the Snake and the Columbia rivers as the dividing-line; in return for which the latter agreed to complete a standard-gauge road within three years273 from the western end of the Northern Pacific, at the mouth of the Snake River, to Portland, and to grant the Northern Pacific the right, without the obligation, to run its own trains over it at a fixed charge per train mile. It will be remembered that the Northern Pacific was not at this time too easy in its finances, so that it was quite willing to secure connection with the coast without outlay⁶³ of its own. Soon after the execution of the contract, however, the $40,000,000 loan earlier described was arranged for, and Mr. Villard feared that the road would build its own connection with Portland now that the means seemed to be at hand. To prevent it he conceived no less a plan than that of forming a new company which should purchase and hold a controlling interest in both the Northern Pacific and the Oregon Railway & Navigation Companies.559 This was done, and the new corporation, known as the Oregon & Transcontinental Company, for a long time played a prominent part in Northern Pacific affairs;560 aiding it in the construction of the main and branch lines, and time and again advancing money when the road was in straits.561

The formation of the Oregon & Transcontinental Company put Mr. Villard in control of the Northern Pacific. Mr. Villard’s financial strength in later years was due mainly to the support of German interests, notably⁶⁴ the Deutsche Bank of Berlin; but his hold on the bank and on his followers⁶⁵ was partly due to his real ability and resourcefulness, and partly to his confident predictions of results which sometimes he was but frequently was not able to attain⁶⁶. One of the company’s first acts after his appearance was the declaration of a scrip dividend⁴¹ upon the preferred stock. The question had been raised in the course of his fight for control, and he perhaps felt it incumbent⁶⁷ upon himself to show the sincerity⁶⁸ of his contentions⁶⁹; at any rate, the annual report for 1882 contained a statement that the surplus earnings since 1875 had been used for construction instead of being distributed as dividends, and that the sum of $4,667,490 was therefore properly due to the preferred stock. On the strength of this the directors resolved that a dividend274 of 11.1 per cent be declared, for which there were to be issued obligations of the company bearing 6 per cent interest, payable at the end of five years, but redeemable⁷⁰ after one year at the pleasure of the company upon thirty days’ notice, in amounts of not less than 20 per cent to each holder²⁶. The policy thus initiated⁷¹ was plainly non-conservative and unsound. It may be true that as a general principle new construction should be paid for out of capital rather than out of income account, yet this is subject to qualifications; and the Northern Pacific had been and was in so precarious⁷² a condition that not a dollar of its resources could safely have been alienated⁷³. The sequel came in 1883 when the annual report admitted that there had been an excess of expenditures on account of construction and equipment of $7,986,508 over the cash receipts from the proceeds of the $40,000,000 general mortgage bonds, sales of preferred stock, and other sources;562 and when by October of the same year the deficit⁷⁴ had been increased to $9,459,921, and a circular from President Villard stated the additional cash requirements to amount to $5,500,000.563

Relief had to be sought in an increase of indebtedness. On October 6, 1883, the directors authorized a second mortgage for $20,000,000 upon the property, subject to the consent of three-fourths of the preferred stock, and in a circular explained that they had accepted a proposition of Drexel, Morgan & Co., Winslow, Lanier & Co., and August Belmont & Co. to take $15,000,000 of the issue at 87?, less 5 per cent commission in bonds, with a six months’ option to take $3,000,000 more on the same terms. The stockholders assented,—they could do nothing else,—a suit for an injunction was denied, and the syndicate exercised its option. The result was an increase in bonds issued from $39,522,200 to $61,635,400, of which the greater part was accounted for by the new mortgage.

By August 22, 1883, the gap in the Northern Pacific main line had been filled up, and on September 8 the formal opening occurred. The275 mileage in operation was then 2365, of which 1952.5 was main line and 412.8 branches, and the rapid construction of the last 1000 miles had done credit to most of those concerned. The total capitalization per mile was $59,304, of which less than one-third represented bonds; and though the following year this percentage was increased, the proportion of mortgage to total issues remained considerably⁷⁵ under one-half. This showing was very favorable, and accounts for the success with which the Northern Pacific withstood the panic of 1884. With the completion of its through line, moreover, earnings increased so materially as to cover the interest on the new bonds; and though the road was never to enjoy a monopoly of transcontinental traffic, in February, 1883, it had concluded an agreement with the union Pacific concerning through rates and a division of territory, and a period of prosperity was hoped for. Meanwhile the Oregon & Transcontinental Company had been hard hit by the decline in Northern Pacific stock, due to the publication of the construction deficit. The straits of his company affected⁷⁶ Mr. Villard; and in spite of the relief afforded by the Northern Pacific second mortgage he “became conscious that neither himself nor the Oregon & Transcontinental Company could be saved.”564 On January 4, 1884, the directors accepted his resignation, and soon after Robert Harris, then vice-president of the Erie, was elected to fill his place.565

The years immediately following the issue of the second mortgage and the completion of the road were not uneventful, although it is not necessary to describe them at length. The insolvency⁷⁷ of the Oregon & Transcontinental, and continued disputes between it and the Northern Pacific over an adjustment of the two companies’ financial relations, made some other means of binding⁷⁸ the Oregon Railway & Navigation with the Northern Pacific seem advisable, and a lease of the former company to the latter was discussed. In July, 1884, an arrangement was said to have been actually arrived at on the basis of a guarantee by the Northern Pacific of 6 per cent on the Navigation stock for two years, 7 per cent for three years, and 8 per cent in perpetuity; but the interest was very high, and an injunction helped to prevent a consummation at the time. In 1885276 the idea of a joint⁷⁹ lease by the Northern Pacific and union Pacific railroad companies came to the front. The Oregon Railway & Navigation was serving as the Northwestern outlet⁸⁰ for both of these roads, and such a contract would have greatly simplified the competitive situation, besides taking away from the Navigation Company the power to exact an excessive pro-rate because of its double connection.566 During the next few years negotiations were almost constantly in progress. In 1887, however, the Navigation Company was leased to the Oregon Short Line with a union Pacific guarantee; and upon the failure of renewed negotiations Mr. Villard, who was again in power, sold the Oregon & Transcontinental Company’s holdings of Oregon Railway & Navigation Company stock at a “satisfactory” price. This consummation was less unfavorable to the Northern Pacific because of its completion of a line of its own to the Pacific coast.567 From now on the Oregon & Transcontinental Company existed only as a means of obtaining financial assistance for the Northern Pacific, and for making more easy the control of that company’s stock.568

While these operations were going on the Northern Pacific once more found it advisable to increase its indebtedness, and added a third mortgage of $12,000,000 to the first and second mortgages which already have been described. Of the issue $8,000,000 were at once taken by a syndicate, and the $4,000,000 remaining were early disposed of to the same parties. The mortgage was said to be for the purpose of completing new work and for paying the floating debt; it also assisted in the redemption and refunding of the dividend scrip which had been issued to preferred stockholders in 1883; and the payment of $3,073,321 of this in cash, besides the extension of $1,567,500 more, now took place. The extended scrip was to be payable in 1907, to bear 6 per cent, and to be redeemable on277 thirty days’ notice on any interest day on or after 1892; and up to January 1, 1893, holders had the option of converting it into third mortgage bonds.569 The third mortgage itself required the consent of three-quarters of the preferred stockholders, but this there seems to have been little difficulty in securing.

The years 1886–9 saw also a considerable extension of branch and other construction. It was a time of great general activity. In another place the large additions to the Atchison system have been described; at the same time the union Pacific grew from a system of 5825.6 miles in 1886 to one of 6996 in 1889, adding over 1100 miles; the Chicago, Rock Island & Pacific increased from 1384.2 to 1592.7; the Chicago, Burlington & Quincy from 4036 to 5140.8; and the St. Paul, Minneapolis & Manitoba from 1509.4 to 3030.1. Meanwhile the Northern Pacific added 656.8 miles, or an average of 219 miles a year.570 In the far Northwest the great tunnel through the Cascade⁸¹ Mountains was nearly completed by May, 1888; and by the end of the following year a continuous line of road was in operation from Ashland, Wisconsin, to Portland, Oregon, which was of particular service in view of the difficulties with the Oregon Railway & Navigation Company, and was the reason for the willingness of the Northern Pacific to surrender control of that connection.571 In 1888, also, negotiations were carried on with the Canadian Government for an extension into Manitoba; and the same year the C?ur d’Alene Railroad & Navigation Company was purchased, comprising a steamship⁸² and narrow-gauge line in Northeastern Washington which extended through the mining region of the same name.572 Generally speaking, the Northern Pacific retained its character as a single-track transcontinental route with but few branches. Where it did expand was on the east, where it reached Duluth, Ashland, Superior, St. Paul, and Minneapolis, and on the west, where it joined Wallula, Portland, and Tacoma. The principal other branches278 were the ones mentioned: namely, those to Winnipeg, and to the mining districts in Montana and Washington.

In spite of its moderation the Northern Pacific was not over-prosperous. Its passenger earnings remained small, being scarcely greater in 1888 than they had been in 1884; and while its freight earnings increased from $7,867,367 in 1884 to $10,426,245 in 1888, and to $15,600,320 in 1889, this was so far offset⁸³ by increased operating expenses that the increase in net earnings from both passengers and freight was only $2,223,194. Construction meanwhile caused an increase in funded indebtedness outstanding of $15,202,000, to say nothing of $20,981,000 of branch-line bonds which the road by 1889 had guaranteed; and the floating debt began to grow uncomfortably large.573 At the same time, if Mr. Villard is to be believed, officials in charge of the operation of the road were eager for appropriations⁸⁴ for the improvement of the track, the replacement⁸⁵ of wooden by metal bridges, additional motive power and rolling stock, enlargement of terminal facilities, and the purchase and construction of new lines. The truth was that the problem of getting the road built had been more important than that of how it was to be built; so that much work had been done in a hasty and imperfect manner which it was now advisable to renew.

Since, then, there was need for additional capital, while it was unsafe to increase the fixed charges of the road, the managers felt called upon to devise a scheme whereby these circumstances should both, at least in appearance, be met. Their solution was the proposal of a large refunding mortgage to retire as soon as possible existing mortgages, and to provide a balance which could be spent upon the line. If, they argued, bondholders could be induced to accept new 4 per cent or even 5 per cent bonds in exchange for their 6 per cent securities, the road would be free to issue new additional bonds until the margin of charges so obtained should have been taken up. The plan was worthy⁸⁶ of its ingenious promoter, Mr. Villard, and will be criticised in the proper place.

279 On September 19, 1889, the managers issued a circular to the preferred stockholders. “In the opinion of the Directors,” said they, “the time has come to make new financial provision on a liberal scale for the growing needs of the Company.” Then followed a statement of gross earnings. “A further corresponding increase may be expected in the present fiscal⁸⁷ year, which will bring the gross earnings up to $23,000,000 or $24,000,000.... But the Company could not in the past, and will not be able hereafter, to take full advantage of this auspicious⁸⁸ situation without further large investments of capital. Secondly⁸⁹.—The prosperity of the road attracts competition.... The Company must be prepared to build additional feeders wherever and whenever the local developments warrant, and the danger of hostile occupancy appears.... Another strong [motive] lies in the Company’s ownership of a large land grant, the benefits of which cannot be fully⁹⁰ realized without the promotion of settlements through the construction of branch lines. The Board is also of opinion that the time has come to make such provision, that the Company may take advantage of its high credit to effect a reduction of fixed charges.”574

It was proposed to issue a $160,000,000 one hundred-year consolidated⁹² mortgage, bearing interest not to exceed 5 per cent, to cover the entire Northern Pacific Railroad, together with its equipment, land grant, branch lines, and securities of branch lines. This was to be applied⁹³ as follows:
For the retirement⁹⁴ of $77,430,000 outstanding first, second, and third mortgage bonds     $75,000,000          ?
For the retirement of the existing $26,000,000 branch bonds     26,000,000          ?
For additional branches at a rate per mile not over $30,000     20,000,000          ?
For enlargement of terminals and stations, additional rolling stock, betterments and renewals⁹⁵, and other expenses not properly chargeable to operating expenses     20,000,000          ?
For premiums⁹⁷ on bonds exchanged     10,000,000          ?
For general purposes     9,000,000575     ?

Only a portion of these securities was, therefore, to be issued at once. The provision for enlargement of terminals, etc., was likely to call for early issues, as might a portion of that reserved for280 new branches and for general purposes. It was expected that a certain amount of branch-line bonds could be retired without much delay. On the whole, the bonds immediately put forth⁹⁸ were not expected to exceed $15,000,000; though there was nothing in the plan to prevent a greater issue. The interest rate was “not to exceed 5 per cent.” That this wording was deliberately⁹⁹ adopted is shown by the terms of the mortgage, which expressly gave to the company the power to issue the new bonds, from time to time, bearing such a rate of interest as the managers might think advisable up to 5 per cent. It was understood that the issue was to be in three classes, one of $57,000,000 to bear 5 per cent, one of $23,000,000 to bear 4? per cent, and one of $80,000,000 to bear 4 per cent; and on this basis it was thought that fixed charges would be reduced $2,000,000, to which would have to be added interest on bonds issued in excess of those previously outstanding.576 The reserve of $10,000,000 for premiums shows that in the opinion of the directors the offer of substantially more than par in new bonds was necessary in order to induce exchanges of old bonds for new. To prevent careless use of this reserve it was provided that the $10,000,000 in bonds could be used to pay premiums only upon the affirmative vote of at least nine members (out of thirteen) of the board, and when in the opinion of the trustees, expressed in writing, a saving of interest to the company could be effected.

Not the least important part of the plan was that designed to gain the preferred stockholders’ approval. It will be remembered that by the terms of the reorganization of 1875 the consent of three-quarters of these stockholders was necessary to validate¹⁰⁰ any mortgage after the first mortgage then proposed. The increase in indebtedness now suggested threatened to postpone¹⁰¹ indefinitely dividends on the preferred, and could not be expected to be welcome. In consequence, the directors offered three distinct inducements: first, a promise of a distribution to the preferred stockholders of sums which had been taken from earnings and spent on the property to date; second, a promise of early and regular dividends in the future; third, a preferential right of subscription to the new bonds. By resolution of August 21, 1889, they therefore definitely declared in favor of the281 distribution of a sum equal to the earnings which should be found to have been applied in earlier years to the capital requirements of the property. An investigation¹⁰² was made, the amount was officially declared to be $2,844,430, and an equivalent amount of new bonds at 85 was set aside to cover it. For the future Mr. Villard and his associates announced a determination to begin dividends at the rate of 4 per cent, the first to be paid January 1, 1890; and declared that thereafter dividends would be paid out of the current net earnings, or, if these should be insufficient¹⁰³, out of a reserve fund until the net earnings should justify¹⁰⁴ a larger distribution. Finally, it was provided that the common and preferred stockholders should be given the privilege of subscribing¹⁰⁵ to the new bonds at 85 to the extent of 15 per cent of their holdings. That these concessions¹⁰⁶ attracted attention was shown by the action of the preferred stockholders in calling for an actual distribution as soon as possible of the amounts deducted¹⁰⁷ from earnings in past years. On October 17, 1889, they passed a resolution recommending to the incoming board of directors “to take into consideration the distribution of the whole amount due to the Preferred Stock, under the plan of reorganization, as soon as the Company shall be financially in a proper position to do so;”577 and again the following year they resolved “that the incoming Board of Directors be ... requested to set apart the additional earnings in ... consolidated bonds ... and to (consider) the question of either increasing the ... dividend above 4 per cent or of declaring an extra dividend to the preferred stock.”578

All things considered it is improbable that the refunding plan could have been put through without the promise of dividends to the preferred stock, but it remains¹⁰⁸ unfortunate that such promises had to be made. The money which had been put into the road had been of necessity so invested to preserve the solvency of the company. In a sense it had increased earning power, but not all expenditures which affect earnings may be charged to capital. In the first place, if earnings are below fixed charges, or are constantly tending to fall282 below, sums put into the property merely assist the company to keep its head above water, and are not a sound basis for an increase in indebtedness; and in the second place expenditures which serve to preserve earnings may not be charged to capital account, even when the method of preservation¹⁰⁹ is the construction of branch lines, and still less when the method is the improvement of the existing plant. If, then, as was the case, the earnings claimed by the preferred stockholders had gone to preserve the solvency of the company, and to defend it against competition, the arguments of these stockholders in 1889 did not hold good.

As for the plan itself, it was simply a method for providing new capital, and should be judged as such. Its refunding provisions were mainly misleading. It proposed to secure a reduction in fixed charges by the exchange of bonds bearing 5 per cent or less for bonds bearing 6 per cent, but how the reduction was to be accomplished was not clear. The maturity¹¹⁰ of the bonds to be retired was remote, and the assured reduction was therefore also remote. The first mortgage had been issued in 1881, and ran for forty years; the second dated from 1882 and was to mature after fifty years; and the third, which had been issued only the year before, was not redeemable until 1937. The Missouri division and Pend d’Oreille mortgages matured somewhat earlier,579 but had nevertheless a considerable time to run. The mortgage issues would therefore not soon fall in of themselves. Secondly, bondholders would evidently not consent voluntarily to surrender old unexpired bonds without such a premium⁹⁶ in new bonds as would make their annual return approximately the same. Something they might concede in view of the more remote maturity of the new issue and the somewhat more inclusive character of its mortgage lien, but not enough to create any considerable saving.580 The new issues for improvement of the road, moreover, involved an increase in the annual interest payments; which we must not, perhaps, condemn¹¹¹ offhand¹¹², for the raising of capital was in some measure forced upon the company, but which is important in considering the railroad’s financial condition and prospects¹¹³. The fact was that the Northern Pacific was not self-supporting; it had been obliged283 to issue $20,867,000 bonds of its own and to guarantee $20,981,000 besides, between 1884 and 1889, in order to secure an advance of $2,462,288 in annual net income during a period of rapidly increasing prosperity; and it was now obliged to increase this indebtedness in the attempt to maintain its solvency for the future.

Between 1889 and the end of 1892 business increased, and net earnings at first gained more rapidly than did fixed charges. Mr. Villard was again supreme¹¹⁵ in the management, and actively¹¹⁶ directed financial operations until his departure for Europe in 1890. The most important operation conducted was the lease of the Wisconsin Central, whereby the eastern terminus of the Northern Pacific system was transferred from St. Paul and Minneapolis to Chicago. The directors who were elected with Mr. Villard in 1887 controlled the Wisconsin Central and the Terminal Company, which had been formed to secure an entrance for that road into the Lake city.581 Perhaps because of this financial interest, the conviction seems to have crept over them that the Northern Pacific would do well to make connection with the trunk lines at Chicago, instead of stopping further west; and they brought the subject up in 1889, and again in 1890. On July 1, 1889, a traffic contract went into effect, under which the Northern Pacific obtained the use of the Wisconsin Central lines in consideration of the business which it should turn over to them. Certain provisions imposed on both roads a share of the operating expenses whenever the proportion of operating expenses to gross earnings was greater than 65 per cent, and which gave both a profit whenever the proportion fell below this level. The Wisconsin Central retained entire and absolute control of its own property, except that the Northern Pacific was to share in the profits of the subsidiary Terminal Company whenever these profits should be more than $800,000.582 This was considered unsatisfactory, because284 the Northern Pacific had no control of the Central’s operation; and on April 1 of the following year a new contract gave to the former a lease of all the lines owned and controlled by the Wisconsin Central Company and the Wisconsin Central Railroad Company between St. Paul and Chicago for 999 years; including terminal facilities at Chicago held by the Chicago & Northern Pacific Railroad Company, a subsidiary corporation.583 “It was deemed by the Board,” said the annual report, “as of the utmost importance that your road should have access to the city of Chicago by a line in its own ownership and possessed with terminal facilities which it could control and have possession of. The whole subject was most carefully considered by the Board, and the contracts and leases were adopted after deliberate and careful consideration.”584 The advantage of this lease to the Wisconsin Central lay in the large volume of traffic which the arrangement secured to it; that to the Northern Pacific was more doubtful. Connection with Chicago was desirable, but it was to prove difficult to operate the Wisconsin Central for 65 per cent, and the acquisition was to arouse the hostility¹¹⁷ of all the other roads between Chicago and St. Paul. We shall see that the lease was presently given up and that the attempt to make Chicago the eastern terminus was for the time abandoned.

The year 1891 was a good one, but during the following twelve months the situation changed for the worse. Most noteworthy was an increase in fixed charges of over $2,000,000, due in part to an increase in the funded indebtedness, but more largely to an increase in rentals¹¹⁸ paid. This increase brought charges above total net income, and shows how serious the position of the company had become. In fact, the company’s repeated issues of bonds had failed so completely to put it in a stable position that in but three of the285 nine years from 1884 to 1892 was a surplus greater than $500,000 above fixed payments secured, while the operations of two of these same years resulted in a deficit.

The first admission by directors that the road was in difficulty consisted in the passing of the preferred stock dividend for March 31, 1892. That this action did not deprive the holders of all return was due to the previous conversion¹¹⁹ of the consols formerly¹²⁰ reserved into a trust for ten years on which to draw whenever the road should be unable to pay the usual dividends. The directors therefore added to their declaration of suspension a resolution that the “time, manner, and method of the distribution of so many of the $3,347,000 of consolidated bonds set aside for the benefit of the preferred stockholders as may be necessary to supply the deficiency, if any, in this or any subsequent fiscal year, between the amount of net earnings and 4 per cent on the preferred stock, be submitted to preferred stockholders at the annual meeting in October next.”585 Not unnaturally stockholders were alarmed. At the annual meeting in October an investigating committee was appointed,586 and proceeded to a careful examination of the property accompanied by certain officers of the road. The committee was not friendly to the management. Its preliminary report announced that the physical condition of the system was good, but its later criticism of the company’s financial condition was severe. In the words of the London Standard “there has been no such scathing¹²¹ arraignment¹²² of Directors since the exposures of the Erie Railway.” The committee stated that the bad condition of the property was due to the reckless financial methods of the directors.286 It alleged¹²³ that officers had held dual¹²⁴ positions, and had subordinated the interests of the Northern Pacific Company to those of the Wisconsin Central, relieving themselves at the expense of the former road. It commented upon the unprofitable character of certain of the other branches. The floating debt, it maintained, had been financed by Mr. Villard personally at double the current rates of interest, and it recommended litigation in default of some assurance that the policy of the company should be changed.587 In reply the directors issued a lengthy¹²⁵ statement taking up the charges in detail. The policy of building branch lines, said they, was imperatively¹²⁶ necessary in order to develop business. Although some of the branches had not earned their fixed charges, yet, if they had been credited with 60 per cent of the gross earnings on business which they had brought to the main line, they would have shown a good profit. The policy of branch-line construction had met with the unanimous approval of successive boards of directors, and had been ratified¹²⁷ by the stockholders in 1886; and in this connection the reply defended specifically the acquisition of the Wisconsin Central and other lines. The carrying of the floating debt by officials interested in the property, instead of being subject to criticism and censure¹²⁸, was entitled to the highest commendation.588

It is difficult to pass with justice upon the conflicting contentions above outlined. However, writing in 1905, long after his retirement from Northern Pacific affairs, Mr. Villard expressed himself as follows: “In 1891 Mr. Villard ... made ... his last official tour of inspection¹²⁹ of the main line and principal branches of the Northern Pacific.... The most alarming impression of all made upon him was the revelation of the weight of the load that had been put upon the company by the purchase and construction of the longer branch lines in Montana and Washington, which he then discovered for the first time. There was the Missoula branch to the C?ur d’Alene mines; the C?ur d’Alene Railway & Navigation, a mixed system of steamboats and rail lines; the Seattle, Lake Shore & Eastern; and the roads built into Westernmost Washington; representing a total287 investment in cash and bonds of not far from $30,000,000, which together hardly earned operating expenses. The acquisition and building of these disappointing lines had in a few years absorbed the large amount of consolidated bonds set aside for construction purposes, which had been assumed to be sufficient for all needs in that direction for a long time.”589 No man should have known the real profitableness of these extensions better than Mr. Villard; and the circumstances of his account give it special weight. The admitted fact that in several cases the managers of the Northern Pacific voted as directors of that corporation to buy property from themselves as whole or part owners in other enterprises also excites distrust, and this feeling is strengthened by the unsatisfactory financial condition in 1893 of the Northern Pacific system as a whole.

Even before the report of the investigating committee the directors had been busy with the floating debt. This amounted to $9,918,000 late in 1892, according to the treasurer¹³⁰’s statement. In February, 1893, it was decided¹³¹ to cancel it by the sale of the stock of the St. Paul & Northern Pacific held in the treasury¹³², but this aroused violent opposition¹³³. The St. Paul & Northern Pacific ran, it will be remembered, from Brainerd to St. Paul and Minneapolis, and had formed the eastern terminus of the Northern Pacific system until the acquisition of the Wisconsin Central. It was justly considered an extremely important section of the main line, and the possible loss of its control was regarded as disastrous¹³⁴.590 Dissuaded¹³⁵ from their first purpose, the directors considered the issue of a collateral mortgage sufficient in amount to relieve all pressing necessities, and proposed to utilize¹³⁶ in this way treasury securities which it would have been unwise to sell. At the same time the stockholders’ committee had much the same idea in mind, and wrote to President Oakes in March, and again in May. “Referring to my letter to you of March 15,” said Brayton Ives, “I beg to say that the financial plan therein referred to contemplates¹³⁷ the creation of a collateral trust in which shall be placed $10,000,000 Northern Pacific consolidated 5s, $3,000,000 Chicago & Northern Pacific firsts, and all of the St.288 Paul & Northern Pacific stock belonging to the Northern Pacific Company, estimated at $7,000,000. Against these securities it is suggested that notes to the extent of $12,000,000 be issued, bearing 6 per cent interest, and payable in five years, or before, at the pleasure of the company, provision being made at the same time for the increase of the amount of the notes to $15,000,000 on the deposit of additional collateral securities satisfactory to the underwriters. I am happy to be able to repeat the belief already expressed, that if the board of directors will allow the underwriters to name seven directors of the company the entire amount of notes will be subscribed¹³⁸ for without delay.”591 This plan was backed by responsible houses, including the Mercantile Trust Company, Kuhn, Loeb & Co., the Equitable¹³⁹ Life Assurance Company, and others, who agreed to take $7,000,000 of the new bonds at 95, less 1? per cent commission. The directors paid no attention to Mr. Ives’s letter, and his offer was subsequently withdrawn¹⁴⁰.

The directors’ own scheme was dated May 1, 1893. It provided for a collateral five-year 6 per cent mortgage to the amount of $15,000,000, of which $12,000,000 were to be issued at once. There was to be a committee of five which should take charge of the issue, and which might sell the collateral before the maturity of the notes at certain minimum prices or over. Until all the notes should have been paid the railroad company agreed not to undertake the construction of any new lines without the consent of the committee, or to purchase or lease any railroad or navigation lines, or to guarantee, endorse¹⁴¹, or purchase the bonds or other obligations or stocks of other companies. The committee was to have the voting power on the underlying¹⁴² stocks, and might direct the trust company to waive¹⁴³ any default of the railroad company in payment of interest. The railroad company might call in the notes before maturity, after May 1, 1896, and pay them off at par and accrued¹⁴⁴ interest.592 This, it will be seen, did not differ in essence from the scheme proposed by Mr. Ives:—the real contest was between parties and not between plans. In June, Mr. Villard resigned his position as director and chairman of the board, and J. D. Rockefeller was elected a289 director. Somewhat earlier, but doubtless in anticipation¹⁴⁵ of this action, a syndicate agreed to underwrite the collateral issue, subject to the stockholders’ right of subscription;593 and by the end of the year $10,275,000 of the collateral notes were outstanding, of which the bulk had been taken by the syndicate.594 The whole device was very similar to that employed by the union Pacific in 1891. It was not designed as a permanent remedy for anything, but served to postpone a reckoning to what was hoped would be better times. As a matter of fact its effect was very small.

Receivers for the Northern Pacific Railroad Company were appointed August 15, 1893, on a petition alleging¹⁴⁶ that the company was insolvent¹⁴⁷ and had no funds to meet payments coming due on September 1, October 1, November 1, and December 1. The company in its answer admitted the facts, and the United States Circuit Court at Milwaukee, Wisconsin, put Messrs. Henry C. Payne, Thomas F. Oakes, and Henry C. Rouse in charge of its affairs.595 Receivers were rapidly appointed for most of the branch lines, the intent being to put all these properties in separate hands.596 The receivers of the main line had nothing to do with the branches, although in November they were authorized to enter into temporary traffic agreements with them. In regard to the Wisconsin Central, application was early made to compel the Northern Pacific to carry out the provisions of the lease; but Judge Jenkins of the Milwaukee court granted the receivers until September 15 to decide whether or not they desired to continue, and upon their negative reply authorized a surrender. The accounts submitted, he said, showed that since the lease had gone into effect the Chicago & Northern Pacific had been operated at a loss to the Northern Pacific of $1,304,169 and the Wisconsin Central at a loss of $1,142,316; although business during the three years in question had been generally prosperous. In accordance with the decision the property was turned over to the290 Wisconsin Company on September 26, 1893, and the Northern Pacific for a time gave up the idea of a Chicago terminus. Of the other leases those of the St. Paul & Northern Pacific and of the C?ur d’Alene Railway & Navigation Company were at this time approved by the court, and the receivers were authorized to make the necessary payments.

The failure of the Northern Pacific was the signal for still more active and bitter personal struggles between opposing factions¹⁴⁹ than had before occurred. The opposition, led by Brayton Ives and August Belmont, endeavored to get control of the company through the annual election on October 19, and to procure¹⁵⁰ the removal of the appointed receivers. They displayed the greatest bitterness toward Mr. Villard, and held him responsible for the position in which the company was placed. Villard’s “remarkable qualities,” wrote Ives, “have been of advantage only to himself.... The syndicate composed of Villard, Colby, Abbott, and Hoyt, and their friends made millions [by the Wisconsin Central deal] and the Northern Pacific has suffered and is suffering a corresponding loss.”597 Circulars were sent out asking proxies¹⁵¹, and August Belmont, J. Horace Harding, Brayton Ives, Donald Mackay, and Winthrop Smith were appointed a committee to receive proxies as they came in. On the other side the directors appealed to the stockholders, reminded them that though the company had failed while they were in office it was also during their term that it had reached its greatest prosperity, and took the cautious step of amending¹⁵² the by-laws so as to shorten the term of future boards from three years to one. Conditions were against the management, and the result of the election was a complete victory for the Belmont-Ives party, which was followed up by the choice of Mr. Ives for president. The real results were less than might be supposed, for the operation of the railroad and the control of its funds were to be in the hands of the receivers and not in those of the officers of the road. On January 20 President Ives filed a petition in the Milwaukee Federal Court for an order directing the receivers to surrender the seal, books and papers and stock certificates, and to pay over sufficient money to enable the president to rent rooms and pay the salaries of the auditor¹⁵³, secretary,291 and treasurer.598 The petition was denied, and the elected officers were left in an anomalous¹⁵⁴ position.

In other matters the opposition lost no time in appealing to the courts. Previous even to the election two actions had been begun against Henry Villard: the one in September by John Swope of Philadelphia to compel Henry Villard and others to restore stock and bonds obtained as a result of an illegal conspiracy:599 the other a petition in October by the Northern Pacific Company to force the receivers to bring suit against Messrs. Villard, Hoyt, and Colby to recover nearly $2,600,000 alleged to have been made unlawfully through Northern Pacific deals.600 The complaints were in the main the same as those which had been made by the investigating committee, and charged, inter¹⁴ alia, that Villard had secured a profit to himself by bringing about the purchase of the Chicago terminal properties by the Northern Pacific. Mr. Villard swore that his whole interest in the transaction had been as officer and stockholder and securityholder of the Northern Pacific Company,601 and the receivers professed¹⁵⁵ themselves ready and willing to bring suit, provided they were furnished with the information and evidence wherewith to prosecute¹⁵⁶ the same.602 The Court reserved the Ives motion for further consideration, and the following year directed the receivers to bring suit; but the litigation was eventually dropped.603

In December, 1893, the Ives faction¹⁴⁸ filed a petition for the removal of the receivers. The charges were in part similar to those of the Swope suit. It was asserted that at the time the receivers were appointed the road had practically had no hearing; that its managers had in less than a year burdened it with the interest of $60,000,000 for properties which were of no value to it, but in many of which they were personally interested and out of which they made large profits, and that when insolvency was produced by this fraud they had put the road in the hands of receivers nominated by them for the purpose, with the effect of perpetuating¹⁵⁷ the same control which had brought the bankruptcy. Specific charges were made against Oakes, Villard, and Roswell C. Rolston, president of the Farmers’292 Loan & Trust Company; no charges were made against Receivers Payne and Rouse, but their removal was asked for because they happened to be in the company of and presumably in the interest of Mr. Oakes. Besides this, finally, it was alleged that separate receivers had been unnecessarily appointed for branch lines, and that the expense of administering the affairs of the company had been enormously increased.604 The receivers filed lengthy answers on February 3; Receiver Oakes in particular answering every charge specifically, filing exhaustive documents in proof, and maintaining in general the value of the branch properties and his innocence¹⁵⁸ of unlawful profits.605 The court on the whole inclined to his view. On April 14 Judge Jenkins handed down his decision, dismissing the petition for the removal of Messrs. Payne and Rouse, and holding Mr. Oakes’s conduct to have been above investigation except in three instances, to examine which a master was appointed.606 In the course of his decision Judge Jenkins concluded that the branch lines in question, though unprofitable for a while, were necessary to the system; and that in particular the branches in Washington, Oregon, Montana, and Idaho were built as feeders, and owing to the sparsely¹⁵⁹ settled district were necessarily built for the future. If Mr. Oakes were to be removed on these charges, said he, then it would make the entire board of directors of the company at that time liable to impeachment¹⁶⁰.607 Mr. Cary, the master, reported that Mr. Oakes had had no pecuniary¹⁶¹ interest and no personal advantage or gain from any of the matters referred to him for investigation. Mr. Villard was said to have made unlawful gains in the acquisition of the Northern Pacific & Manitoba Company to the extent of $363,494, but Mr. Oakes did not know that Mr. Villard was so interested, and was not bound to take notice to prevent such gains.608 In consequence, Judge Jenkins in October granted a motion to dismiss the petition for the removal of Oakes as receiver,609 and the incident was closed.

293 It thus appears that Mr. Ives and his friends obtained but little satisfaction in the courts up to this point. They were unable to force the receivers to turn over any share of the Northern Pacific’s earnings, and they were equally unable to remove the receivers from office. So long as the road should remain in the receivers’ hands their authority seemed destined¹⁶² to be nominal¹⁶³, and they were thus spurred on by their own private interests to make some attempt at reorganization. At the same time their opponents, as bondholders, were not unwilling¹⁶⁴ to receive some interest on their bonds, and succeeded in this, as in other matters, in drawing substantial control into their own hands. The year 1894 was a bad one and made the importance of a reduction in fixed charges loom¹⁶⁵ large. Passenger earnings decreased from $5,917,054 to $3,960,772, and freight earnings from $17,017,630 to $11,418,692; while in spite of attempted economies by the receivers, net earnings decreased by almost the same absolute amount.610 Cuts in wages were inevitable¹⁶⁶, and a serious strike aggravated¹⁶⁷ the situation. It became necessary to borrow money from the Adams Reorganization Committee, of which more will be said later, and to issue $5,000,000 in receivers’ certificates to pay off $5,000,000 already authorized in 1893. On September 8 formal announcement was made that the receiverships of the twenty-four branch lines of the Northern Pacific system were to be terminated, and that the trustee was to undertake the legal management of all the lines for a stated sum per annum; while the general receivers, Messrs. Oakes, Rouse, and Payne, were to operate the separated lines under a fair traffic agreement. It was figured that $64,000 per annum would be saved; and further economies were made in the cost of the administrative¹⁶⁸ staff at New York. The relief was insufficient. Net earnings for 1894 were $5,506,007, and fixed charges were $12,004,985, and the need of a reorganization was impressively shown.

The work of devising a reorganization plan was done in the various bondholders’ committees. Late in 1893 a committee of consolidated 5 per cent bondholders had been formed, with E. D. Adams as chairman and General Louis Fitzgerald as vice-chairman; which294 declared itself to be independent, but was regarded as affiliated¹⁶⁹ with the former managers of the road. In March, 1894, this committee announced that, having received responses from the holders of a majority of the consolidated bonds, it had prepared an agreement and had secured its acceptance by the German bondholders. All consolidated bondholders were requested to deposit their securities with the Mercantile Trust Company, which would issue engraved¹⁷⁰ certificates of deposit, which the committee would endeavor to have listed on the Stock Exchange. Mr. Ives was opposed to any step toward reorganization of this sort, and objected particularly to the composition of the committee; he therefore asked bondholders to withhold¹⁷¹ their acceptance of the agreement, and gave various reasons to lend weight to his request. In April, as a counter-move, he invited bondholders to send in their names and addresses to him, together with the amount of their holdings, saying that this action would not commit the bondholders, and was desired only to enable the company to furnish information respecting its affairs, and, when the proper time should arise, to confer about a reorganization plan. The rapid falling off in earnings soon imperilled the interest of the second and third mortgage bonds, superior to the consolidated mortgage. In July the Adams Committee appealed to the holders of these issues, and secured a considerable number of deposits. Henceforth it planned to act as a general reorganization committee. On the other hand a committee headed by Johnston Livingston competed for deposits of the second mortgage, and one headed by C. B. Van Nostrand for deposits of the third mortgage bonds. It was urged that holders of the earlier issues should not deposit with the consolidated committee, because its interest lay in cutting down prior liens¹⁷²; whereas the Van Nostrand Committee declared that the road could earn the interest on the third mortgage, and that these bonds should not accept less than par and interest in cash. Nevertheless the Deutsche Bank’s London agency announced in September that it was prepared to receive second mortgage, third mortgage, and consolidated bonds on behalf of the Adams Committee, and to forward the same to New York for deposit. Various rumors were afloat at this time concerning reorganization, and suggestions were made for converting the third mortgage bonds into 5 per cent income bonds295 and the consolidated bonds into preferred stock;611 but the only result was to stir up protests from the third mortgage bondholders, who still insisted in August that earnings were more than sufficient to pay the interest on all prior liens. Late in the year there was talk of selling the road under foreclosure of the second mortgage, but this too came to nothing.

Meanwhile the operation of the road went on. Receiver Rouse reported on the condition of the property in January, 1894. He estimated that $10,000,000 would be required to bring the permanent way into the most effective condition for economical operation. Exceptional causes, said he, had contributed to make the earnings for the previous three years exceptionally large, and this fact, together with the prevailing¹⁷³ depression, the competition of the Great Northern, and reduced rates, would decrease the gross earnings in the immediate future at least 27 per cent. Although Mr. Rouse believed in the value of the Northern Pacific’s branch lines, his report was not encouraging.612 In September, on the approach of the annual election, President Ives issued a long circular. The serious decrease in the earnings of the road, he said, had affected for the worse the position of the stockholders, and these holders should understand that no one of the reorganization committees was working for their interest. He announced the appointment of a committee to receive proxies, and revealed the embarrassment of the management by a request for contributions of $12.50 per hundred shares in order to pay the expenses of the officers. So far as the officers should have any voice in the matter, President Ives assured the stockholders, contributions should be credited on any assessments¹⁷⁴ which might be made thereafter. On the day of the election no opposing ticket was presented, and the Ives party were re?lected to their positions. This is where matters stood at the beginning of 1895. The hostility of the opposing committees was in no way abated¹⁷⁵; but the Adams Committee had secured deposits of nearly $21,000,000 of the consolidated mortgage bonds, $1,000,000 more than a majority of the third mortgage bonds,613 and $3,000,000 less than a majority of the second296 mortgage bonds, and with the hearty¹⁷⁶ support of the Deutsche Bank was steadily¹⁷⁷ strengthening its position.614

In May, 1895, the Adams Committee reorganization plan came out and marked the first serious suggestion for a rehabilitation¹⁷⁸ of the property. It proposed a sale, under foreclosure, of the old company and the formation of a new company under special arrangements for this purpose. The new company was to issue $100,000,000 in shares, and a maximum of $200,000,000 in gold bonds free from taxation¹⁷⁹, secured by a mortgage lien on the whole Northern Pacific system, including the St. Paul & Northern Pacific Railway, and bearing interest partly at 4 per cent and partly at 3 per cent, all under the same mortgage. A sufficient amount of these bonds was to be reserved to replace the existing first mortgage, besides a further amount to acquire independent branch lines or for new construction at a maximum charge of $20,000 per mile. The principal and interest of the new bonds were to be guaranteed unconditionally¹⁸⁰ by the Great Northern Road, in return for which the Great Northern was to receive one-half of the stock of the new company. The new board was to consist of nine directors, of whom four were to be nominated by the Northern Pacific Reorganization Committee. Each $1000 Northern Pacific second mortgage bond was to receive a $1125 new Northern Pacific guaranteed bond; each $1000 third mortgage bond a new $1000 3 per cent guaranteed bond, and at least $250 in shares; each $1000 5 per cent consol at least $500 in new 3 per cent guaranteed bonds and $300 in shares. Overdue¹⁸² coupons of the second mortgage were to be paid in cash at the rate of 5 per cent annually, those of the third mortgage at 4 per cent, and those of the consols to be adjusted at the rate of 2? per cent in new 3 per cent bonds. The floating debt of the receivership was to be paid by an assessment of about $11,000,000 on the old stock. The reorganization and the raising of the necessary working capital were to be secured by a syndicate headed by J. P. Morgan & Company and the Deutsche Bank.615

297 Briefly¹⁸³ stated, this plan proposed to decrease somewhat the funded debt, while reducing also the interest rate from 6 and 5 to 4 and 3 per cent. The reduction in fixed charges which would have ensued it is impossible to estimate without further details. The amount which bondholders were asked to give up was, however, considerable, and for this compensation was variously given in new bonds and in new stock. The floating debt was not to be funded, but was to be paid off by the commendable¹⁸⁴ method of an assessment; and provision was made for working capital, although at what cost in profits to the syndicate was not stated. But more important than the details of the plan was the guarantee of the new issues by the Great Northern Company for which it provided. The question of consolidation¹⁸⁵ between the Northern Pacific and the Great Northern was said, on what purported¹⁸⁶ to be good authority, to have originated on the side of the Northern Pacific among men to whom an alliance seemed necessary to the prosperity of the latter road.616 Mr. Hill was said to have been at first reluctant, and to have consented only on condition that a majority of the Northern Pacific stock should be placed within his hands. It can scarcely be supposed, however, that he did not welcome such a union; and the petition of the Northern Pacific receivers for the cancellation¹⁸⁷ of contracts with the Great Northern and the Minneapolis union railway companies617 made consolidation especially desirable at this time. To the end of this consolidation the Adams Committee plan was chiefly framed, and on its execution the adequacy of the plan depended. If the Great Northern could have been induced to guarantee the principal and interest of the new Northern Pacific bonds the likelihood of a default would have been reduced to a minimum, even on the indebtedness outstanding before the receivership; and a scheme for paying the floating debt and for providing a certain amount of new capital would have been all that would have been required. But it is clear that a proposal for a consolidation of two of the principal lines serving the Northwest brought the consuming and producing public to an interest in the Northern Pacific reorganization which they had not298 felt before. So long as a reorganization plan dealt merely with exchanges and manipulation of securities by and among securityholders, the influence of any settlement on outsiders was very indirect; but when it operated to reduce competition in a large section of the country the effect was plain and striking. Certain conservative financiers suggested a holding company to hold the Great Northern and Northern Pacific stock, in order to throw some sort of a veil over the proceedings, but Mr. Hill would not consent.618 Late in August, 1895, therefore, a bill in equity¹⁸⁸ was filed to prevent the proposed co?peration, and on September 17 Attorney-General Childs, for the state of Minnesota, brought suit for an injunction on the ground that the combination was contrary to the laws of the state and would prevent competition. It was said that Mr. Childs was supported by the practically unanimous sentiment of the people of Washington and Montana. The matter came before the Supreme Court on suit by one Pearsall, a stockholder of the Great Northern, and this tribunal held that the combination was contrary to the laws of Minnesota and should, therefore, be enjoined¹⁸⁹, affirming the principle for which Mr. Childs contended.619 This settled the fate of the Adams reorganization plan; and an entirely¹⁹⁰ new scheme had to be devised.

But while once more progress toward reorganization seemed to have ceased, sensational¹⁹¹ developments occurred in the factional conflicts to which we have already referred. To Mr. Ives, barred from all participation¹⁹² in the management of the road, denied a salary, and unable to obtain the removal of the receivers by Judge Jenkins, came the idea of appealing to another court. It will be remembered that, the original receivership suit had been instituted in the circuit court of Milwaukee, Wisconsin, and that that court ever since had been regarded as possessing primary jurisdiction¹⁹³. Since no compulsion existed on other courts to recognize this jurisdiction of the Milwaukee court, the orders of which were supreme in its own district only, and the smooth working of the receivership was due to a respect for “comity¹⁹⁴,” it was possible, as Ives well knew, for any circuit court along the line to throw existing arrangements299 into the direst confusion. Relying on this fact, President Ives sent the General Counsel of the company to present applications for the removal of the receivers to one court after the other along the road.620 In September, 1895, judges willing to take jurisdiction were found in Seattle, in the far northwestern corner of the United States.621 Petition was made in two parts: first, that the Seattle court take jurisdiction; second, that it remove Messrs. Oakes, Rouse, and Payne. Judge Hanford of the Federal Court of the Washington District called Judge Gilbert of the United States Circuit Court to sit with him, and deciding on the question of jurisdiction first, according to the request of the receivers, the two judges held that the principle of comity did not of necessity apply in the Northern Pacific case because no part of the railroad was within the jurisdiction of Judge Jenkins’s court, and any court along the road could more properly and efficiently¹⁹⁵ administer the trust. The court, therefore, directed the receivers to answer the charges of malfeasance, and to file their answers in Seattle by October 2; also to file their accounts with the clerk of the court at Seattle,622 and to file each a $100,000 bond.623

The result was the prompt resignation of the receivers, who in a letter to Judge Jenkins made their feelings clear. “Your receivers manifestly cannot administer the trust,” said they, “with justice to the parties interested, or themselves, if subject to the orders and instructions as to the general administration from two or more independent tribunals. We cannot abide¹⁹⁶, nor can we ask our sureties to abide, the danger of the differences of opinion between courts, each assuming to be controlling as to the expenditures of the receivership in the general administration, in view of the immensity of the interests involved.... Unless your receivers recognize, as they understand it, that that honorable court [the Seattle court] is the court of primary jurisdiction they will of necessity be in contumacy.... Your receivers are not willing under any circumstances to file an additional bond in such jurisdiction, nor are they willing to put300 themselves in a position to endanger their right to challenge the jurisdiction of that honorable court.”624 Judge Jenkins accepted the resignations and appointed Messrs. McHenry, chief engineer of the Northern Pacific, and Bigelow, a Milwaukee banker, receivers.625 The hitherto respected principle of comity had, however, lost all force. On September 30 Judge Sanborn at St. Paul confirmed Judge Jenkins’s appointments for the states of Minnesota and North Dakota; on October 1 Judge Hanford at Tacoma refused to accept the resignation of the old receivers, but removed them and appointed Andrew F. Burleigh for the district of Washington; on October 2 Judge Billinger concurred¹⁹⁷ in Burleigh’s appointment for Oregon; on October 7 Judge Knowles at Helena, Montana, confirmed the above for the districts of Washington and Oregon, and appointed Captain J. H. Mills and E. L. Bonner for the district of Montana; and in the week ending October 26 Judge Beatty appointed Burleigh receiver for Idaho. The only conservative action was that of Judge Lacombe in New York, who deferred¹⁹⁸ his appointments as often as the matter came before him, in the hope that the Western judges would come to an agreement.

The situation at the end of October, 1895, was as follows: in Wisconsin, Minnesota, and North Dakota there were two receivers, Messrs. McHenry and Bigelow; in Montana there were three receivers, Messrs. Mills, Bonner, and Burleigh; and in Idaho, Washington, and Oregon there was one receiver, Andrew F. Burleigh. It was a condition of affairs which could not be endured. In each of the Western States orders were made compelling all agents or persons connected with the road to deposit all money collected in that state, and it was at any time in the power of the receivers in any state to appoint operating officers distinct from those managing traffic over the other parts of the line. On January 9, 1896, Judge Gilbert simplified the situation by retiring Messrs. Mills and Bonner, and by appointing Andrew F. Burleigh sole receiver for the district of Montana. This reduced the number of receivers to three, and left Burleigh in control of the road west of North Dakota, and McHenry and Bigelow in control of the rest. Application was now301 made to the Supreme Court of the United States, and on January 28, 1896, four justices of this tribunal, acting¹⁹⁹ as justices assigned to the several districts in which the Northern Pacific Railroad Company had property,626 decided that Judge Jenkins’s court for the Eastern District of Wisconsin should be considered the court of primary jurisdiction, and issued each an order to this effect to take effect in his particular circuit.627 The various circuit judges hastened to conform. On February 21 Judge Lacombe confirmed the appointment of F. G. Bigelow and E. H. McHenry as receivers for the Second Judicial²⁰⁰ District, and similar action had by then been taken by the judges of the other districts except that of the state of Washington. There Judges Gilbert and Hanford refused to discharge Burleigh, although recognizing that the general orders for the management and control of the railroad property were henceforth to issue from Judge Jenkins’s court.628 The judicial strife²⁰¹ was thus at an end. President Ives obtained the removal of the receivers to whom he particularly objected, but did not overthrow²⁰² the authority of the Milwaukee court, nor secure any material gain to compensate²⁰³ for the great trouble which he caused.

With the receivership tangle²⁰⁴ straightened out it became possible302 to proceed again with the work of reorganization, and on March 16, 1896, the final plan was published, endorsed²⁰⁵ not only by the Adams Committee, but by President Ives and his Stockholders’ Protective Committee, and by other important interests as well. The feeling had become general that some action should speedily be taken, and that it was in the interest of all parties that the factional conflicts which had raged so long and with so little result should cease. Reorganization was proposed on the following basis:

(a) The abandonment of Chicago as the eastern terminus, and the limitation of the railway on the east by the Mississippi River and the Great Lakes;—the bonds and stocks of the Chicago & Northern Pacific and of the Chicago & Calumet Companies to be sold.

(b) The ultimate union of the main line, branches, and terminal properties through direct ownership by a single company.

(c) The reduction of the fixed annual charges to less than the minimum earnings under probable conditions.

(d) Ample provision for additional capital as required in a series of years for the development of the property and for the greater facilities necessitated²⁰⁶ by an increased business.

There were to be issued:

$130,000,000 in prior lien 100-year 4 per cent gold bonds, to be secured by a mortgage upon the main line, branches, terminals, land grant, equipment, and other property embraced in the reorganization ... and ... thereafter acquired.629

$190,000,000 in general lien 150-year 3 per cent gold bonds, with a lien junior to the previous issue, but covering the same property, of which $130,000,000 were to be reserved to retire the $130,000,000 prior lien bonds when they should fall due.

$70,000,000 in 4 per cent non-cumulative preferred stock.

$80,000,000 in common stock.

Generally speaking, the new prior liens were to go for old first and second mortgage bonds, receivers, certificates, equipment trusts, collateral trust notes, St. Paul & Northern Pacific bonds, and for new construction; the new general liens for mortgages junior to the second mortgage; the new preferred stock as additional inducement to the303 exchanges mentioned above, and in part for the retirement of old preferred stock; and the common stock for old preferred stock (in part) and common stock. Existing first mortgage bondholders were not, however, to be forced to give up their old securities. “It is not sought in any way to enforce a conversion of the present general first mortgage bonds,” said the plan, “and this offer is made solely²⁰⁷ on the belief that on the terms proposed such conversion, while advantageous²⁰⁸ to the company, is also manifestly to the advantage of the bondholders so converting.” There were reserved $4,000,000 of the general liens for new construction, and $2,500,000 new preferred and an equal amount of common were set aside under the general head “to provide for reorganization purposes or available as a treasury asset.” None of the new bonds were to be subject to drawing or to compulsory²⁰⁹ redemption prior to their regular maturity. The proceeds from land sales to an amount not exceeding $500,000 in any year were to be devoted²¹⁰ to the redemption by purchase and cancellation of the new bonds, purchases to be made of prior liens so long as these could be secured at not over 110, after which to continue of the securities next in rank. The preferred stock was to have a claim for 4 per cent before anything should be paid on the common stock, and was to participate equally with the common after 4 per cent had been paid on each. There was to be a voting trust until November 1, 1901, unless closed out earlier by the voting trustees, after the expiration²¹¹ of which the preferred stock was to have the right to elect a majority of the board of directors whenever for two successive years 4 per cent dividends on their holdings should not have been paid. No additional mortgage was to be put upon the property, and the amount of preferred stock was not to be increased, except, in each instance, after obtaining the consent of a majority of the whole amount of the preferred stock, given at a meeting of the stockholders called for that purpose, and the consent of a majority of such common stock as should be represented at such meeting, the holders of each class of stock voting separately. During the existence of the voting trust the consent of holders of like amounts of the respective classes of beneficial certificates was to be necessary. There was to be an assessment of $10 on preferred stock and of $15 on common. Branch lines were to be consolidated with the main line, but each case was to be dealt304 with separately, and a fair basis of adjustment arrived at, for which general lien 3 per cents and new preferred stock were reserved. There was to be an underwriting syndicate, formed by J. P. Morgan & Company, and the Deutsche Bank of Berlin, to the subscribed amount of $45,000,000, to provide amounts of cash estimated to be necessary to carry out the terms of the plan, and to furnish the new company with some $5,000,000 working capital for early use in betterments and enlargements of its property. The syndicate’s compensation was not stated in the plan, but was to be “reasonable,” and in addition to it the sum of ? per cent of the par value of all securities deposited was to be paid to J. P. Morgan & Company and the Deutsche Bank for their respective services as managers and depositaries. Finally, at the discretion²¹² of the managers, the various properties were to be sold under one of the several mortgages in default, and a successor company was to be organized.630

An examination of this plan shows that the total capitalization proposed, exclusive of bonds and stock reserved for new construction, etc., amounted to $311,000,000; of which $161,000,000 were 4 per cent and 3 per cent bonds and $150,000,000 stock. The reported capitalization of the Northern Pacific Railroad in 1893 had been $218,685,631, including the bonds of branch roads guaranteed; but comparison of this figure with that given by the plan is not fair, because in 1893 the Northern Pacific property had been owned by fifty-four distinct corporations, which the reorganization proposed to consolidate⁹¹ into one. A comparison of the total bonds and stock issued by the fifty-four corporations with the issue under the reorganization plan reveals an increase from $271,949,044 to $311,000,000, or 14.3 per cent. At the same time fixed charges were to be decreased, according to estimates, from $10,509,690 to $6,052,660; to cover which the managers reported net earnings of $6,015,846 for the year ending June 30, 1895, and of $7,801,645 for the average of the five years ending with that date. It will be observed, therefore, that the plan left no margin between net earnings in 1895 and fixed charges, but relied upon an increase in earnings for the future to preserve the solvency of the road. It is, however, only just to say that the net305 earnings in 1895 were less than they had been in any year since 1887, with the exception of 1894, and that a considerable increase was probable. The large reduction in fixed charges which was to take place was to be chiefly at the expense of holders of the consolidated mortgage bonds of 1889. These unfortunate investors²¹³ received but 129 per cent in new securities, of which nearly one-half was stock, in return for a reduction in their fixed annual income from 5 to 2 per cent, the reason being the inferior character of their mortgage lien. That securityholders who had consented to exchange their prior securities in 1889 for the consols then issued in the hope of benefiting the road should have fared considerably worse than bondholders who had refused to make concessions is an example of the injustice²¹⁴ sometimes occasioned by successive reorganizations and refundings. Of the other securities the second mortgage received prior liens and stock sufficient to bring its return over 6 per cent, providing the road should earn it, and the third mortgage and dividend certificates received general liens and stock sufficient to yield something over 5 per cent except in very prosperous times, when their income would be larger. The underlying principle in these cases was the union of a security with a fixed claim on earnings with a security with a conditional¹⁸¹ claim only. The first mortgage received no stock, and so was denied participation in future profits, but in recompense gave up only some .6 per cent in the annual income received. The collateral trust notes fared nearly as badly as the consolidated mortgage, but the northwest equipment stock was paid off in cash. In brief, all securities but the equipment stock yielded something, and the greatest sacrifices were demanded from the junior securities. On the other hand, the stock was far from escaping unscathed. On January 2, 1896, the quoted prices were 3? for common and 12? for preferred. As against this the plan made assessments of $15 on common and $10 on preferred;—sums which could obviously be demanded only because of the probable future appreciation²¹⁵ of the shares. A point in favor of the stock was the fact that the reduction in fixed charges brought it nearer a dividend; although it must be remembered that the common stock had to divide any return above 4 per cent with the preferred.

The other salient points of the plan were the provision for paying the floating debt, for supplying fresh capital for future additions and306 improvements, for consolidation of branch lines with the main stem, and for a voting trust. The total floating debt in 1895 amounted to over $20,000,000, of which $4,900,000 consisted of outstanding receivers’ certificates and $8,329,205 of interest matured and unpaid²¹⁶.631 The unpaid interest was provided for in the exchanges which have already been described; the receivers’ certificates were cancelled by prior lien bonds, and the balance was provided for by assessment. This method was a sound one. The provision for new construction, betterments, etc., was liberal, consisting of $25,000,000 prior lien bonds, of which no more than $1,500,000 were to be issued in any year, and $4,000,000 general lien bonds, presumably to be used as needed. One of the great difficulties in the history of the company had been the lack of necessary capital for needed work upon the line, and it was well that future requirements were provided for. The consolidation of the branch lines into the parent company was also wise. “As it [the Northern Pacific system] now stands,” the committee said, “the system, in its form of incorporation and capitalization, is a development without method or adequate preparation for growth. Scarcely any single security is complete in itself. The main line mortgages cover neither feeders nor terminals. The terminal mortgages may be bereft²¹⁷ of their main line support. The branch lines are dependent on the main line for interchange of business and the main line owes a large part of its business to the branch lines.”632 The plan contemplated²¹⁸ separate bargains with each branch. Negotiations were carried on during 1896, and some of the arrangements arrived at were as follows: The bondholders of the Northern Pacific & Manitoba Terminal and of the James River Valley Railroad agreed to take 50 per cent in new Northern Pacific 3 per cent bonds and 50 per cent in preferred stock, and to allow the Northern Pacific to retain their property.633 Bondholders of the Duluth & Manitoba were given 90 per cent in cash.634 Bondholders of the Spokane & Palouse received 52? per cent cash, 52? per cent in general 3s, and 25 per cent in Northern Pacific preferred stock,635 and Helena & Red Mountain307 bondholders agreed to accept 100 per cent in new preferred.636 A number of the branches were foreclosed and bought in by the Northern Pacific reorganization committee, and the net result was an exceedingly beneficial unification of the system. Finally, the voting trust was designed to secure permanence in policy during the first years of the new company’s existence. The idea has been a common, and on the whole a wise one. In this case the membership represented fairly the interests which had been prominent throughout the receivership, and consisted of J. P. Morgan, George Siemans, representing the Deutsche Bank, August Belmont, Johnston Livingston, and Charles Lanier. The trustees were to fill their own vacancies²¹⁹, except that the successors of George Siemans were always to be nominated by the Deutsche Bank.

In the main the plan was a good one, following a sound principle, and reducing fixed charges to a point which, if not far below the danger-line, proved low enough in view of the subsequent development in business. Current opinion was generally favorable, and criticised only the amount of profits which the syndicate was to secure on the basis of its large subscribed capital. Mr. Hill of the Great Northern said: “I think the Northern Pacific reorganization plan will be successful. The promoters have adopted a conservative policy, and have marked the interest charges down. We are entirely satisfied to have the Northern Pacific securityholders run the road, pay its debts, and be charged with the responsibility of meeting all its proper obligations, rather than to have it operated by the officers of two or three courts which are continually contending as to jurisdiction.”637 By April 23, when the time for deposits expired, the reorganization committee was able to announce that it held over 92? per cent in amount of general, second, and third mortgage bonds, dividend certificates, consolidated mortgage bonds, collateral trust notes, preferred stock, common stock, northwest equipment stock, and Northern Pacific and Montana first mortgage bonds, and that the plan and agreement was therefore declared operative.638 By June a majority of the first mortgage bonds had been secured, and it was announced that after June 30 the basis of conversion308 of this issue would be reduced from 135 to 132 per cent in new 4 per cent prior lien bonds. On July 24 the Northern Pacific Railway filed its articles of incorporation at St. Paul, Minnesota, and the next day the sale of the property took place, in spite of suits by the general creditors²²⁰ and the preferred stockholders. The sale was in three parcels, and the property was bid in for $12,500,000 by Mr. Winter, the newly elected president. After the first sale the company’s lands in Wisconsin were offered and bid in for $575,000, and two days later the lands west of the Missouri were bought in for sums aggregating²²¹ $600,000. Finally, on August 4, the lands in Washington and Oregon were bought in for $1,705,200 and $558,000 respectively. The property of the company was turned over by the receivers to the reorganization committee at midnight, August 31, and on November 7 the final step in the reorganization plan was taken by the formal authorization²²² by the stockholders of the issue of $190,000,000 of bonds.639

From 1896 to the present time the Northern Pacific has enjoyed a development scarcely less noteworthy than that of the union Pacific. Gross earnings have increased from $23,679,718 in 1898, the first full year after the receivership, to $68,534,832 in 1907; net revenue from $13,471,544 to $33,208,840; and mileage from 4350 to 5444. Gross earnings per mile were $5443 in 1898; they were $12,590 in 1907. The retirement of the eastern terminus of the system from Chicago to St. Paul and Minneapolis was accomplished in the course of 1897 by arrangement for connection with the Chicago & Northwestern instead of with the Wisconsin Central, and the sale of the certificates of proprietary²²³ interest in the Chicago Terminal Transfer Railroad received by the Northern Pacific under the Chicago & Northern Pacific plan of reorganization; while the improvement of the position of the new mortgages has been vigorously prosecuted²²⁴ by the rapid drawing for redemption of old first mortgage bonds at 110, and by the calling of the entire issue of the Missouri division bonds at par and accrued interest.

309 In the years following 1897 large sums have been spent for betterments and enlargements. Some $68,500,000 have been invested from the proceeds of the sale of prior lien bonds and of miscellaneous assets, and over $18,000,000 have been temporarily withdrawn from income for the same purpose.640 Grades have been reduced, lines straightened, new branches built, real estate acquired, track relaid and ballasted, bridges strengthened and renewed, equipment rebuilt and increased in amount, and other similar betterments undertaken. It is a work which all the great American systems have carried on, but the Northern Pacific has surpassed even the union Pacific in the extent of its operations. Ordinary maintenance requirements have not meanwhile been neglected, and in 1906 and 1907 the Northern Pacific set aside $2,000,000 for depreciation²²⁵ of equipment, which is over and above the other sums which have been mentioned. The company owned 1255 locomotives on June 30, 1907, of an average weight of 174,000 pounds; in 1898 it had owned 542 of an average weight of 104,000 pounds. It had 42,000 freight cars in 1907 with an average capacity of over 33 tons; it had possessed 18,500 in 1898 of an average capacity of 22 tons. Seventy-five per cent of the main line was laid with track of 72 pounds or over in 1906, but only thirteen per cent in 1898. In consequence heavier trains are run,641 at a less expense per ton, and the net revenue is correspondingly increased. Even the liberal expenditures which have hitherto been made are insufficient, however, for present conditions, and the stockholders have approved a proposal to issue $93,000,000 of new common stock at par for the purpose of extending the Northern Pacific’s mileage and facilities.642

The endeavor to stimulate²²⁶ traffic to fill the trains has led to important developments. In order to increase the exchange of commodities between their territory and the Middle West, to establish stable conditions on transcontinental business and thereby²²⁷ to secure back loading for their cars, the Great Northern and Northern310 Pacific in 1901 arranged for the purchase of the Burlington system which connected both their lines with Chicago. The refusal to share their purchase with Mr. Harriman led to the competitive purchase of Northern Pacific stock by rival interests, and to the retirement of the Northern Pacific preferred, but did not prevent the consummation of the deal.643 This purchase has been a profitable one. The Burlington has paid in dividends upon its stock almost enough to cover the interest on the bonds issued to acquire it, and the indirect effects of its control have satisfied expectations. Indeed, the east-bound lumber²²⁸ traffic has so developed that the Great Northern has recently raised its lumber rates in order once more to equalize east- and west-bound shipments.

The Northern Pacific has been openly dominated by the Hill-Morgan interests for the last six years, and probably has been under their control since its reorganization. From the financial as well as from the traffic point of view its position is secure. The voting trust was dissolved in 1901 “by reason,” in the words of the trustees, “of the evidence of financial strength, conservative management, skilful²²⁹ and profitable operation, superior physical condition of the property, and the reasonable prospect¹¹⁴ of continued prosperity.”644 In 1907, out of a net income of $33,208,840 only $9,575,183 were paid out for interest, rentals, and taxes, and $23,473,929 were left for dividends, improvements, and reserve. This whole sum, which amounts to 33 per cent of gross income, is available as a protection for the mortgage bonds; and a considerable portion could be dispensed²³⁰ with without forcing a decrease in the present rate of dividends.645 It is likely that the coming years will see a check in the advance of national prosperity, but the Northern Pacific is in excellent condition to stand the strain.

1 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

2 bankruptcies   

n.破产( bankruptcy的名词复数 )；倒闭；彻底失败；（名誉等的）完全丧失

参考例句：

• It's a matter of record that there were ten bankruptcies in the town last year. 去年这个城市有十家破产是事实。 来自《简明英汉词典》
• Business bankruptcies rose 50 percent over the previous year. 破产企业的数量比前一年增加５０％。 来自英汉非文学 - 政府文件

3 latitude   

n.纬度，行动或言论的自由(范围)，(pl.)地区

参考例句：

• The latitude of the island is 20 degrees south.该岛的纬度是南纬20度。
• The two cities are at approximately the same latitude.这两个城市差不多位于同一纬度上。

4 subscription   

n.预订，预订费，亲笔签名，调配法，下标（处方）

参考例句：

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

5 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。

6 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。

7 subsidy   

n.补助金，津贴

参考例句：

• The university will receive a subsidy for research in artificial intelligence.那个大学将得到一笔人工智能研究的补助费。
• The living subsidy for senior expert's family is included in the remuneration.报酬已包含高级专家家人的生活补贴。

8 Amended   

adj. 修正的 动词amend的过去式和过去分词

参考例句：

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

9 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。

10 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》

11 unnaturally   

adv.违反习俗地；不自然地；勉强地；不近人情地

参考例句：

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

12 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。

13 incorporation   

n.设立，合并，法人组织

参考例句：

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

14 inter   

v.埋葬

参考例句：

• They interred their dear comrade in the arms.他们埋葬了他们亲爱的战友。
• The man who died in that accident has been interred.在那次事故中死的那个人已经被埋葬了。

15 promotion   

n.提升，晋级；促销，宣传

参考例句：

• The teacher conferred with the principal about Dick's promotion.教师与校长商谈了迪克的升级问题。
• The clerk was given a promotion and an increase in salary.那个职员升了级，加了薪。

16 reluctance   

n.厌恶，讨厌，勉强，不情愿

参考例句：

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

17 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》

18 stringency   

n.严格，紧迫，说服力；严格性；强度

参考例句：

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

19 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%。

20 quotations   

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

参考例句：

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

21 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

22 coupon   

n.息票，配给票，附单

参考例句：

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

23 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。

24 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。

25 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。

26 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。

27 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。

28 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。

29 impair   

v.损害，损伤；削弱，减少

参考例句：

• Loud noise can impair your hearing.巨大的噪音有损听觉。
• It can not impair the intellectual vigor of the young.这不能磨灭青年人思想活力。

30 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。

31 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。

32 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。

33 franchise   

n.特许，特权，专营权，特许权

参考例句：

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

34 franchises   

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

参考例句：

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

35 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。

36 specially   

adv.特定地；特殊地；明确地

参考例句：

• They are specially packaged so that they stack easily.它们经过特别包装以便于堆放。
• The machine was designed specially for demolishing old buildings.这种机器是专为拆毁旧楼房而设计的。

37 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？

38 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。

39 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

40 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。

41 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%。

42 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。

43 depreciated   

v.贬值，跌价，减价( depreciate的过去式和过去分词 )；贬低，蔑视，轻视

参考例句：

• Fixed assets are fully depreciated. 折旧足额。 来自《现代汉英综合大词典》
• Shares in the company have depreciated. 该公司的股票已经贬值。 来自辞典例句

44 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。

45 previously   

adv.以前，先前（地）

参考例句：

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

46 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。

47 possessed   

adj.疯狂的；拥有的，占有的

参考例句：

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

48 assented   

同意，赞成( assent的过去式和过去分词 )

参考例句：

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

49 certified   

a.经证明合格的；具有证明文件的

参考例句：

• Doctors certified him as insane. 医生证明他精神失常。
• The planes were certified airworthy. 飞机被证明适于航行。

50 auction   

n.拍卖；拍卖会；vt.拍卖

参考例句：

• They've put the contents of their house up for auction.他们把房子里的东西全都拿去拍卖了。
• They bought a new minibus with the proceeds from the auction.他们用拍卖得来的钱买了一辆新面包车。

51 surmised   

v.臆测，推断( surmise的过去式和过去分词 )；揣测；猜想

参考例句：

• From the looks on their faces, I surmised that they had had an argument. 看他们的脸色，我猜想他们之间发生了争执。
• From his letter I surmised that he was unhappy. 我从他的信中推测他并不快乐。 来自《简明英汉词典》

52 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？

53 contented   

adj.满意的，安心的，知足的

参考例句：

• He won't be contented until he's upset everyone in the office.不把办公室里的每个人弄得心烦意乱他就不会满足。
• The people are making a good living and are contented,each in his station.人民安居乐业。

54 forfeiture   

n.（名誉等）丧失

参考例句：

• Both face maximum forfeitures of about $1.2 million.双方都面临最高120万美元左右的罚金。
• If he should break his day,what should I gain by the exaction of the forfeiture?如果他到期不还我从这罚金中又能得到什么好处？

55 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。

56 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。

57 embarrassment   

n.尴尬；使人为难的人(事物)；障碍；窘迫

参考例句：

• She could have died away with embarrassment.她窘迫得要死。
• Coughing at a concert can be a real embarrassment.在音乐会上咳嗽真会使人难堪。

58 simultaneously   

adv.同时发生地，同时进行地

参考例句：

• The radar beam can track a number of targets almost simultaneously.雷达波几乎可以同时追着多个目标。
• The Windows allow a computer user to execute multiple programs simultaneously.Windows允许计算机用户同时运行多个程序。

59 motive   

n.动机，目的；adv.发动的，运动的

参考例句：

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

60 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》

61 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。

62 confluence   

n.汇合，聚集

参考例句：

• They built the city at the confluence of two rivers.他们建造了城市的汇合两条河流。
• The whole DV movements actually was a confluence of several trends.整个当时的DV运动，实际上是几股潮流的同谋。

63 outlay   

n.费用，经费，支出；v.花费

参考例句：

• There was very little outlay on new machinery.添置新机器的开支微乎其微。
• The outlay seems to bear no relation to the object aimed at.这费用似乎和预期目的完全不相称。

64 notably   

adv.值得注意地，显著地，尤其地，特别地

参考例句：

• Many students were absent,notably the monitor.许多学生缺席，特别是连班长也没来。
• A notably short,silver-haired man,he plays basketball with his staff several times a week.他个子明显较为矮小，一头银发，每周都会和他的员工一起打几次篮球。

65 followers   

追随者( follower的名词复数 )； 用户； 契据的附面； 从动件

参考例句：

• the followers of Mahatma Gandhi 圣雄甘地的拥护者
• The reformer soon gathered a band of followers round him. 改革者很快就获得一群追随者支持他。

66 attain   

vt.达到，获得，完成

参考例句：

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

67 incumbent   

adj.成为责任的，有义务的；现任的，在职的

参考例句：

• He defeated the incumbent governor by a large plurality.他以压倒多数票击败了现任州长。
• It is incumbent upon you to warn them.你有责任警告他们。

68 sincerity   

n.真诚，诚意；真实

参考例句：

• His sincerity added much more authority to the story.他的真诚更增加了故事的说服力。
• He tried hard to satisfy me of his sincerity.他竭力让我了解他的诚意。

69 contentions   

n.竞争( contention的名词复数 )；争夺；争论；论点

参考例句：

• Direct tests on individual particles do not support these contentions. 对单个粒子所作的直接试验并不支持这些论点。 来自辞典例句
• His contentions cannot be laughed out of court. 对他的争辩不能一笑置之。 来自辞典例句

70 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。

71 initiated   

n. 创始人 adj. 新加入的 vt. 开始，创始，启蒙，介绍加入

参考例句：

• He has not yet been thoroughly initiated into the mysteries of computers. 他对计算机的奥秘尚未入门。
• The artist initiated the girl into the art world in France. 这个艺术家介绍这个女孩加入巴黎艺术界。

72 precarious   

adj.不安定的，靠不住的；根据不足的

参考例句：

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

73 alienated   

adj.感到孤独的，不合群的v.使疏远( alienate的过去式和过去分词 )；使不友好；转让；让渡（财产等）

参考例句：

• His comments have alienated a lot of young voters. 他的言论使许多年轻选民离他而去。
• The Prime Minister's policy alienated many of her followers. 首相的政策使很多拥护她的人疏远了她。 来自《简明英汉词典》

74 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。

75 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。

76 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。

77 insolvency   

n.无力偿付，破产

参考例句：

• The company is on the verge of insolvency.该公司快要破产了。
• Normal insolvency procedures should not be applied to banks.通常的破产程序不应当适用于银行。

78 binding   

有约束力的，有效的，应遵守的

参考例句：

• The contract was not signed and has no binding force. 合同没有签署因而没有约束力。
• Both sides have agreed that the arbitration will be binding. 双方都赞同仲裁具有约束力。

79 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。

80 outlet   

n.出口/路；销路；批发商店；通风口；发泄

参考例句：

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

81 cascade   

n.小瀑布，喷流；层叠；vi.成瀑布落下

参考例句：

• She watched the magnificent waterfall cascade down the mountainside.她看着壮观的瀑布从山坡上倾泻而下。
• Her hair fell over her shoulders in a cascade of curls.她的卷发像瀑布一样垂在肩上。

82 steamship   

n.汽船，轮船

参考例句：

• The return may be made on the same steamship.可乘同一艘汽船当天回来。
• It was so foggy that the steamship almost ran down a small boat leaving the port.雾很大，汽艇差点把一只正在离港的小船撞沉。

83 offset   

n.分支，补偿；v.抵消，补偿

参考例句：

• Their wage increases would be offset by higher prices.他们增加的工资会被物价上涨所抵消。
• He put up his prices to offset the increased cost of materials.他提高了售价以补偿材料成本的增加。

84 appropriations   

n.挪用（appropriation的复数形式）

参考例句：

• More commonly, funding controls are imposed in the annual appropriations process. 更普遍的作法是，拨款控制被规定在年度拨款手续中。 来自英汉非文学 - 行政法
• Should the president veto the appropriations bill, it goes back to Congress. 假如总统否决了这项拨款提案，就把它退还给国会。 来自英汉非文学 - 政府文件

85 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。

86 worthy   

adj.(of)值得的，配得上的；有价值的

参考例句：

• I did not esteem him to be worthy of trust.我认为他不值得信赖。
• There occurred nothing that was worthy to be mentioned.没有值得一提的事发生。

87 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。

88 auspicious   

adj.吉利的；幸运的，吉兆的

参考例句：

• The publication of my first book was an auspicious beginning of my career.我的第一本书的出版是我事业吉祥的开始。
• With favorable weather conditions it was an auspicious moment to set sail.风和日丽，正是扬帆出海的黄道吉日。

89 secondly   

adv.第二，其次

参考例句：

• Secondly,use your own head and present your point of view.第二，动脑筋提出自己的见解。
• Secondly it is necessary to define the applied load.其次，需要确定所作用的载荷。

90 fully   

adv.完全地，全部地，彻底地；充分地

参考例句：

• The doctor asked me to breathe in,then to breathe out fully.医生让我先吸气，然后全部呼出。
• They soon became fully integrated into the local community.他们很快就完全融入了当地人的圈子。

91 consolidate   

v.使加固，使加强；(把...)联为一体，合并

参考例句：

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

92 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。

93 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。

94 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。

95 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。

96 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。

97 premiums   

n.费用( premium的名词复数 )；保险费；额外费用；（商品定价、贷款利息等以外的）加价

参考例句：

• He paid premiums on his life insurance last year. 他去年付了人寿保险费。 来自《现代英汉综合大词典》
• Moves are afoot to increase car insurance premiums. 现正在酝酿提高汽车的保险费。 来自《简明英汉词典》

98 forth   

adv.向前；向外，往外

参考例句：

• The wind moved the trees gently back and forth.风吹得树轻轻地来回摇晃。
• He gave forth a series of works in rapid succession.他很快连续发表了一系列的作品。

99 deliberately   

adv.审慎地；蓄意地；故意地

参考例句：

• The girl gave the show away deliberately.女孩故意泄露秘密。
• They deliberately shifted off the argument.他们故意回避这个论点。

100 validate   

vt.（法律）使有效，使生效

参考例句：

• You need an official signature to validate the order.你要有正式的签字，这张汇票才能生效。
• In order to validate the agreement,both parties sign it.为使协议有效，双方在上面签了字。

101 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。

102 investigation   

n.调查，调查研究

参考例句：

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

103 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。

104 justify   

vt.证明…正当(或有理)，为…辩护

参考例句：

• He tried to justify his absence with lame excuses.他想用站不住脚的借口为自己的缺席辩解。
• Can you justify your rude behavior to me?你能向我证明你的粗野行为是有道理的吗？

105 subscribing   

v.捐助( subscribe的现在分词 )；签署，题词；订阅；同意

参考例句：

• I am subscribing for some of the books of a book club. 我预订了几本这家书刊俱乐部出版的书。 来自辞典例句
• I am glad to have such a pleasant opportunity of subscribing myself. 今后益望努力前途，为国效力。 来自互联网

106 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。

107 deducted   

v.扣除，减去( deduct的过去式和过去分词 )

参考例句：

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

108 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。

109 preservation   

n.保护，维护，保存，保留，保持

参考例句：

• The police are responsible for the preservation of law and order.警察负责维持法律与秩序。
• The picture is in an excellent state of preservation.这幅画保存得极为完好。

110 maturity   

n.成熟；完成；(支票、债券等)到期

参考例句：

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

111 condemn   

vt.谴责，指责；宣判(罪犯)，判刑

参考例句：

• Some praise him,whereas others condemn him.有些人赞扬他，而有些人谴责他。
• We mustn't condemn him on mere suppositions.我们不可全凭臆测来指责他。

112 offhand   

adj.临时，无准备的；随便，马虎的

参考例句：

• I can't answer your request offhand.我不能随便答复你的要求。
• I wouldn't want to say what I thought about it offhand.我不愿意随便说我关于这事的想法。

113 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。

114 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。

115 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。

116 actively   

adv.积极地，勤奋地

参考例句：

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

117 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。

118 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

119 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。

120 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。

121 scathing   

adj.（言词、文章）严厉的，尖刻的；不留情的adv.严厉地，尖刻地v.伤害，损害（尤指使之枯萎）( scathe的现在分词)

参考例句：

• a scathing attack on the new management 针对新的管理层的猛烈抨击
• Her speech was a scathing indictment of the government's record on crime. 她的演讲强烈指责了政府在犯罪问题上的表现。 来自《简明英汉词典》

122 arraignment   

n.提问，传讯，责难

参考例句：

• She was remanded to juvenile detention at her arraignment yesterday. 她昨天被送回了对少年拘留在她的传讯。 来自互联网
• Wyatt asks the desk clerk which courthouse he is being transferred to for arraignment. 他向接待警员询问了马宏将在哪个法庭接受传讯。 来自互联网

123 alleged   

a.被指控的，嫌疑的

参考例句：

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

124 dual   

adj.双的；二重的，二元的

参考例句：

• The people's Republic of China does not recognize dual nationality for any Chinese national.中华人民共和国不承认中国公民具有双重国籍。
• He has dual role as composer and conductor.他兼作曲家及指挥的双重身分。

125 lengthy   

adj.漫长的，冗长的

参考例句：

• We devoted a lengthy and full discussion to this topic.我们对这个题目进行了长时间的充分讨论。
• The professor wrote a lengthy book on Napoleon.教授写了一部有关拿破仑的巨著。

126 imperatively   

adv.命令式地

参考例句：

• Drying wet rice rapidly and soaking or rewetting dry rice kernels imperatively results in severe fissuring. 潮湿米粒快速干燥或干燥籽粒浸水、回潮均会产生严重的裂纹。 来自互联网
• Drying wet rice kernels rapidly, Soaking or Rewetting dry rice Kernels imperatively results in severe fissuring. 潮湿米粒的快速干燥，干燥籽粒的浸水或回潮均会带来严重的裂纹。 来自互联网

127 ratified   

v.批准，签认（合约等）( ratify的过去式和过去分词 )

参考例句：

• The treaty was declared invalid because it had not been ratified. 条约没有得到批准，因此被宣布无效。
• The treaty was ratified by all the member states. 这个条约得到了所有成员国的批准。

128 censure   

v./n.责备；非难；责难

参考例句：

• You must not censure him until you know the whole story.在弄清全部事实真相前不要谴责他。
• His dishonest behaviour came under severe censure.他的不诚实行为受到了严厉指责。

129 inspection   

n.检查，审查，检阅

参考例句：

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

130 treasurer   

n.司库，财务主管

参考例句：

• Mr. Smith was succeeded by Mrs.Jones as treasurer.琼斯夫人继史密斯先生任会计。
• The treasurer was arrested for trying to manipulate the company's financial records.财务主管由于试图窜改公司财政帐目而被拘留。

131 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。

132 treasury   

n.宝库；国库，金库；文库

参考例句：

• The Treasury was opposed in principle to the proposals.财政部原则上反对这些提案。
• This book is a treasury of useful information.这本书是有价值的信息宝库。

133 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。

134 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。

135 dissuaded   

劝（某人）勿做某事，劝阻( dissuade的过去式和过去分词 )

参考例句：

• He was easily dissuaded from going. 他很容易就接受劝告不走了。
• Ulysses was not to be dissuaded from his attempt. 尤利西斯想前去解救的决心不为所动。

136 utilize   

vt.使用，利用

参考例句：

• The cook will utilize the leftover ham bone to make soup.厨师要用吃剩的猪腿骨做汤。
• You must utilize all available resources.你必须利用一切可以得到的资源。

137 contemplates   

深思，细想，仔细考虑( contemplate的第三人称单数 )； 注视，凝视； 考虑接受（发生某事的可能性）； 深思熟虑，沉思，苦思冥想

参考例句：

• She contemplates leaving for the sake of the kids. 她考虑为了孩子而离开。
• Beauty in things exists in the mind which contemplates them. 事物的美存在于细心观察它的人的头脑中。

138 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》

139 equitable   

adj.公平的；公正的

参考例句：

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

140 withdrawn   

vt.收回；使退出；vi.撤退，退出

参考例句：

• Our force has been withdrawn from the danger area.我们的军队已从危险地区撤出。
• All foreign troops should be withdrawn to their own countries.一切外国军队都应撤回本国去。

141 endorse   

vt.(支票、汇票等)背书，背署；批注；同意

参考例句：

• No one is foolish enough to endorse it.没有哪个人会傻得赞成它。
• I fully endorse your opinions on this subject.我完全拥护你对此课题的主张。

142 underlying   

adj.在下面的，含蓄的，潜在的

参考例句：

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

143 waive   

vt.放弃，不坚持(规定、要求、权力等)

参考例句：

• I'll record to our habitat office waive our claim immediately.我立即写信给咱们的总公司提出放弃索赔。
• In view of the unusual circumstances,they agree to waive their requirement.鉴于特殊情况，他们同意放弃他们的要求。

144 accrued   

adj.权责已发生的v.增加( accrue的过去式和过去分词 )；（通过自然增长）产生；获得；（使钱款、债务）积累

参考例句：

• The company had accrued debts of over 1000 yuan. 该公司已积欠了1000多万元的债务。 来自《简明英汉词典》
• I have accrued a set of commemoration stamps. 我已收集一套纪念邮票。 来自《简明英汉词典》

145 anticipation   

n.预期，预料，期望

参考例句：

• We waited at the station in anticipation of her arrival.我们在车站等着，期待她的到来。
• The animals grew restless as if in anticipation of an earthquake.各种动物都变得焦躁不安，像是感到了地震即将发生。

146 alleging   

断言，宣称，辩解( allege的现在分词 )

参考例句：

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

147 insolvent   

adj.破产的，无偿还能力的

参考例句：

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

148 faction   

n.宗派，小集团；派别；派系斗争

参考例句：

• Faction and self-interest appear to be the norm.派系之争和自私自利看来非常普遍。
• I now understood clearly that I was caught between the king and the Bunam's faction.我现在完全明白自己已陷入困境，在国王与布纳姆集团之间左右为难。

149 factions   

组织中的小派别，派系( faction的名词复数 )

参考例句：

• The gens also lives on in the "factions." 氏族此外还继续存在于“factions〔“帮”〕中。 来自英汉非文学 - 家庭、私有制和国家的起源
• rival factions within the administration 政府中的对立派别

150 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。

151 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

152 amending   

改良，修改，修订( amend的现在分词 )； 改良，修改，修订( amend的第三人称单数 )( amends的现在分词 )

参考例句：

• Amending acts in 1933,1934, and 1935 attempted to help honest debtors rehabilitate themselves. 一九三三年，一九三四年和一九三五年通过的修正案是为了帮助诚实的债务人恢复自己的地位。
• Two ways were used about the error-amending of contour curve. 采用两种方法对凸轮轮廓曲线进行了修正。

153 auditor   

n.审计员，旁听着

参考例句：

• The auditor was required to produce his working papers.那个审计员被要求提供其工作底稿。
• The auditor examines the accounts of all county officers and departments.审计员查对所有县官员及各部门的帐目。

154 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。

155 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。

156 prosecute   

vt.告发；进行；vi.告发，起诉，作检察官

参考例句：

• I am trying my best to prosecute my duties.我正在尽力履行我的职责。
• Is there enough evidence to prosecute?有没有起诉的足够证据？

157 perpetuating   

perpetuate的现在进行式

参考例句：

• Revenge leads to a self-perpetuating cycle of violence. 怨怨相报会导致永不休止的暴力。
• It'set out to eradicate heresy, and ended by perpetuating it. 它的目的只是要根除异端邪说，结果却巩固了异端邪说。 来自英汉文学

158 innocence   

n.无罪；天真；无害

参考例句：

• There was a touching air of innocence about the boy.这个男孩有一种令人感动的天真神情。
• The accused man proved his innocence of the crime.被告人经证实无罪。

159 sparsely   

adv.稀疏地；稀少地；不足地；贫乏地

参考例句：

• Relative to the size, the city is sparsely populated. 与其面积相比，这个城市的人口是稀少的。 来自《简明英汉词典》
• The ground was sparsely covered with grass. 地面上稀疏地覆盖草丛。 来自《简明英汉词典》

160 impeachment   

n.弹劾；控告；怀疑

参考例句：

• Impeachment is considered a drastic measure in the United States.在美国，弹劾被视为一种非常激烈的措施。
• The verdict resulting from his impeachment destroyed his political career.他遭弹劾后得到的判决毁了他的政治生涯。

161 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。

162 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。

163 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。

164 unwilling   

adj.不情愿的

参考例句：

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

165 loom   

n.织布机，织机；v.隐现，(危险、忧虑等)迫近

参考例句：

• The old woman was weaving on her loom.那位老太太正在织布机上织布。
• The shuttle flies back and forth on the loom.织布机上梭子来回飞动。

166 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。

167 aggravated   

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

参考例句：

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

168 administrative   

adj.行政的，管理的

参考例句：

• The administrative burden must be lifted from local government.必须解除地方政府的行政负担。
• He regarded all these administrative details as beneath his notice.他认为行政管理上的这些琐事都不值一顾。

169 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。

170 engraved   

v.在（硬物）上雕刻（字，画等）( engrave的过去式和过去分词 )；将某事物深深印在（记忆或头脑中）

参考例句：

• The silver cup was engraved with his name. 银杯上刻有他的名字。
• It was prettily engraved with flowers on the back. 此件雕刻精美，背面有花饰图案。 来自《简明英汉词典》

171 withhold   

v.拒绝，不给；使停止，阻挡

参考例句：

• It was unscrupulous of their lawyer to withhold evidence.他们的律师隐瞒证据是不道德的。
• I couldn't withhold giving some loose to my indignation.我忍不住要发泄一点我的愤怒。

172 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

173 prevailing   

adj.盛行的；占优势的；主要的

参考例句：

• She wears a fashionable hair style prevailing in the city.她的发型是这个城市流行的款式。
• This reflects attitudes and values prevailing in society.这反映了社会上盛行的态度和价值观。

174 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

175 abated   

减少( abate的过去式和过去分词 )； 减去； 降价； 撤消（诉讼）

参考例句：

• The worker's concern about cuts in the welfare funding has not abated. 工人们对削减福利基金的关心并没有减少。
• The heat has abated. 温度降低了。

176 hearty   

adj.热情友好的；衷心的；尽情的，纵情的

参考例句：

• After work they made a hearty meal in the worker's canteen.工作完了，他们在工人食堂饱餐了一顿。
• We accorded him a hearty welcome.我们给他热忱的欢迎。

177 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。

178 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。

179 taxation   

n.征税，税收，税金

参考例句：

• He made a number of simplifications in the taxation system.他在税制上作了一些简化。
• The increase of taxation is an important fiscal policy.增税是一项重要的财政政策。

180 unconditionally   

adv.无条件地

参考例句：

• All foreign troops must be withdrawn immediately and unconditionally. 所有外国军队必须立即无条件地撤出。
• It makes things very awkward to have your girls going back unconditionally just now! 你们现在是无条件上工，真糟糕！ 来自子夜部分

181 conditional   

adj.条件的，带有条件的

参考例句：

• My agreement is conditional on your help.你肯帮助我才同意。
• There are two forms of most-favored-nation treatment:conditional and unconditional.最惠国待遇有两种形式:有条件的和无条件的。

182 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。

183 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。

184 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。

185 consolidation   

n.合并,巩固

参考例句：

• The denser population necessitates closer consolidation both for internal and external action. 住得日益稠密的居民，对内和对外都不得不更紧密地团结起来。 来自英汉非文学 - 家庭、私有制和国家的起源
• The state ensures the consolidation and growth of the state economy. 国家保障国营经济的巩固和发展。 来自汉英非文学 - 中国宪法

186 purported   

adj.传说的，谣传的v.声称是…，（装得）像是…的样子( purport的过去式和过去分词 )

参考例句：

• the scene of the purported crime 传闻中的罪案发生地点
• The film purported to represent the lives of ordinary people. 这部影片声称旨在表现普通人的生活。 来自《简明英汉词典》

187 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。

188 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。

189 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

190 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。

191 sensational   

adj.使人感动的，非常好的，轰动的，耸人听闻的

参考例句：

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

192 participation   

n.参与，参加，分享

参考例句：

• Some of the magic tricks called for audience participation.有些魔术要求有观众的参与。
• The scheme aims to encourage increased participation in sporting activities.这个方案旨在鼓励大众更多地参与体育活动。

193 jurisdiction   

n.司法权，审判权，管辖权，控制权

参考例句：

• It doesn't lie within my jurisdiction to set you free.我无权将你释放。
• Changzhou is under the jurisdiction of Jiangsu Province.常州隶属江苏省。

194 comity   

n.礼让，礼仪；团结，联合

参考例句：

• Sometimes comity is regarded as a stimulus to the pattern of behaviour.礼让有时被视作行为模式的一个促进因素。
• The basic feature of positive comity is its voluntariness.积极礼让的基本特征是它的自愿性。

195 efficiently   

adv.高效率地，有能力地

参考例句：

• The worker oils the machine to operate it more efficiently.工人给机器上油以使机器运转更有效。
• Local authorities have to learn to allocate resources efficiently.地方政府必须学会有效地分配资源。

196 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。

197 concurred   

同意（concur的过去式与过去分词形式）

参考例句：

• Historians have concurred with each other in this view. 历史学家在这个观点上已取得一致意见。
• So many things concurred to give rise to the problem. 许多事情同时发生而导致了这一问题。

198 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

199 acting   

n.演戏，行为，假装；adj.代理的，临时的，演出用的

参考例句：

• Ignore her,she's just acting.别理她，她只是假装的。
• During the seventies,her acting career was in eclipse.在七十年代，她的表演生涯黯然失色。

200 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。

201 strife   

n.争吵，冲突，倾轧，竞争

参考例句：

• We do not intend to be drawn into the internal strife.我们不想卷入内乱之中。
• Money is a major cause of strife in many marriages.金钱是造成很多婚姻不和的一个主要原因。

202 overthrow   

v.推翻，打倒，颠覆；n.推翻，瓦解，颠覆

参考例句：

• After the overthrow of the government,the country was in chaos.政府被推翻后，这个国家处于混乱中。
• The overthrow of his plans left him much discouraged.他的计划的失败使得他很气馁。

203 compensate   

vt.补偿，赔偿；酬报 vi.弥补；补偿；抵消

参考例句：

• She used her good looks to compensate her lack of intelligence. 她利用她漂亮的外表来弥补智力的不足。
• Nothing can compensate for the loss of one's health. 一个人失去了键康是不可弥补的。

204 tangle   

n.纠缠；缠结；混乱；v.(使)缠绕；变乱

参考例句：

• I shouldn't tangle with Peter.He is bigger than me.我不应该与彼特吵架。他的块头比我大。
• If I were you, I wouldn't tangle with them.我要是你，我就不跟他们争吵。

205 endorsed   

vt.& vi.endorse的过去式或过去分词形式v.赞同( endorse的过去式和过去分词 )；在（尤指支票的）背面签字；在（文件的）背面写评论；在广告上说本人使用并赞同某产品

参考例句：

• The committee endorsed an initiative by the chairman to enter discussion about a possible merger. 委员会通过了主席提出的新方案，开始就可能进行的并购进行讨论。 来自《简明英汉词典》
• The government has broadly endorsed a research paper proposing new educational targets for 14-year-olds. 政府基本上支持建议对14 岁少年实行新教育目标的研究报告。 来自《简明英汉词典》

206 necessitated   

使…成为必要，需要( necessitate的过去式和过去分词 )

参考例句：

• Recent financial scandals have necessitated changes in parliamentary procedures. 最近的金融丑闻使得议会程序必须改革。
• No man is necessitated to do wrong. 没有人是被迫去作错事的。

207 solely   

adv.仅仅，唯一地

参考例句：

• Success should not be measured solely by educational achievement.成功与否不应只用学业成绩来衡量。
• The town depends almost solely on the tourist trade.这座城市几乎完全靠旅游业维持。

208 advantageous   

adj.有利的；有帮助的

参考例句：

• Injections of vitamin C are obviously advantageous.注射维生素C显然是有利的。
• You're in a very advantageous position.你处于非常有利的地位。

209 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。

210 devoted   

adj.忠诚的，忠实的，热心的，献身于...的

参考例句：

• He devoted his life to the educational cause of the motherland.他为祖国的教育事业贡献了一生。
• We devoted a lengthy and full discussion to this topic.我们对这个题目进行了长时间的充分讨论。

211 expiration   

n.终结，期满，呼气，呼出物

参考例句：

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

212 discretion   

n.谨慎；随意处理

参考例句：

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

213 investors   

n.投资者，出资者( investor的名词复数 )

参考例句：

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

214 injustice   

n.非正义，不公正，不公平，侵犯（别人的）权利

参考例句：

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

215 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。

216 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。

217 bereft   

adj.被剥夺的

参考例句：

• The place seemed to be utterly bereft of human life.这个地方似乎根本没有人烟。
• She was bereft of happiness.她失去了幸福。

218 contemplated   

adj. 预期的 动词contemplate的过去分词形式

参考例句：

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

219 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》

220 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》

221 aggregating   

总计达…( aggregate的现在分词 )； 聚集，集合； （使）聚集

参考例句：

• The thesis first promotes based Object Oriented Modeling method-Aggregating & Deriving Mothod. 本文首先提出了基于面向对象思想的建模方法——聚合派生法。
• Multidimensional data cubes are composed of base cube and other cubes aggregating on base cube. 多维立方体由基本立方体和基本立方体的聚集产生的立方体组成。

222 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。

223 proprietary   

n.所有权，所有的；独占的；业主

参考例句：

• We had to take action to protect the proprietary technology.我们必须采取措施保护专利技术。
• Proprietary right is the foundation of jus rerem.所有权是物权法之根基。

224 prosecuted   

a.被起诉的

参考例句：

• The editors are being prosecuted for obscenity. 编辑因刊载污秽文字而被起诉。
• The company was prosecuted for breaching the Health and Safety Act. 这家公司被控违反《卫生安全条例》。

225 depreciation   

n.价值低落，贬值，蔑视，贬低

参考例句：

• She can't bear the depreciation of the enemy.她受不了敌人的蹂躏。
• They wrote off 500 for depreciation of machinery.他们注销了500镑作为机器折旧费。

226 stimulate   

vt.刺激，使兴奋；激励，使…振奋

参考例句：

• Your encouragement will stimulate me to further efforts.你的鼓励会激发我进一步努力。
• Success will stimulate the people for fresh efforts.成功能鼓舞人们去作新的努力。

227 thereby   

adv.因此，从而

参考例句：

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

228 lumber   

n.木材，木料；v.以破旧东西堆满；伐木；笨重移动

参考例句：

• The truck was sent to carry lumber.卡车被派出去运木材。
• They slapped together a cabin out of old lumber.他们利用旧木料草草地盖起了一间小屋。

229 skilful   

(=skillful)adj.灵巧的，熟练的

参考例句：

• The more you practise,the more skilful you'll become.练习的次数越多，熟练的程度越高。
• He's not very skilful with his chopsticks.他用筷子不大熟练。

230 dispensed   

v.分配( dispense的过去式和过去分词 )；施与；配（药）

参考例句：

• Not a single one of these conditions can be dispensed with. 这些条件缺一不可。 来自《现代汉英综合大词典》
• They dispensed new clothes to the children in the orphanage. 他们把新衣服发给孤儿院的小孩们。 来自《现代英汉综合大词典》