In re Missouri Pac. R. Co.
| Decision Date | 20 June 1941 |
| Docket Number | No. 6935.,6935. |
| Citation | 39 F. Supp. 436 |
| Parties | In re MISSOURI PAC. R. CO. |
| Court | U.S. District Court — Eastern District of Missouri |
COPYRIGHT MATERIAL OMITTED
Alexander & Green, of New York City, for Bankers Trust Co. and others.
Chadbourne, Wallace, Parke & Whiteside, of New York City, for Manufacturers Trust Co.
Jeffries, Simpson & Plummer, of St. Louis, Mo., for Benj. F. Edwards.
W. Lloyd Kitchel, of New York City, for Bondholders Protective Committee.
White & Case, of New York City, for Bankers Trust Co.
Larkin, Rathbone & Perry, of New York City, for Central Hanover Bank & Trust Co.
Cravath, De Gersdorff, Swaine & Wood, of New York City, for Bondholders Protective Committee, New Orleans, T. & M. Ry. Co. first mortgage.
T. M. Pierce and S. Mayner Wallace, both of St. Louis, Mo., for Mississippi Valley Trust Co.
Cassius M. Clay, of Washington, D. C., for Reconstruction Finance Corporation.
Ernest S. Ballard, of Chicago, Ill., for Missouri Pac. R. Co., debtor.
Shearman & Sterling, of New York City, for Bondholders Protective Committee, Missouri Pacific Railroad Co. General Mortgage.
Root, Clark, Buckner & Ballantine, of New York City, for Commercial Nat. Bank & Trust Co. of New York.
Milbank, Tweed & Hope, of New York City, for City Bank Farmers Trust Co., and another.
Davis, Polk, Wardwell, Gardiner & Reed, of New York City, for Guaranty Trust Co. of New York.
Miller, Owen, Otis & Bailly, of New York City, for New York Trust Co. Bryan, Williams, Cave & McPheeters, of St. Louis, Mo., for St. Louis Union Trust Co. and another.
Wright, Gordon, Zachry & Parlin, of New York City, for Chemical Bank & Trust Co.
Winthrop, Stimson, Putnam & Roberts, of New York City for Bankers Trust Co.
A. L. Rittenberg, of Chicago, Ill., for M. Ernest Greenebaum, Jr., and another.
Oliver & Donnally, of Washington, D. C., for Savings Bank Trust Co.
Daniel Willard, Jr., of Washington, D. C., for Railroad Credit Corporation.
Luther M. Walter, of Chicago, Ill., for Protective Committee for holders of Missouri Pacific common stock.
Emmet D. Borden, of Washington, D. C., for Missouri overcharge claimants.
Kurzman & Frank, of New York City, for executors of estate of J. F. Dewald.
Lord, Day & Lord, of New York City, for Corn Products Refining Co. et al.
John S. Burchmore, of Chicago, Ill., for R. W. Higgins.
Chas. H. Griffiths, of New York City, for Cornelius C. Kroll et al.
Hennings, Green, Henry & Hennings, of St. Louis, Mo., for Reconstruction Finance Corporation.
Russell L. Dearmont, of St. Louis, for Guy A. Thompson.
The Missouri Pacific Railroad Company, the primary debtor in this proceeding, is a railroad corporation organized under the laws of the State of Missouri. Said debtor filed its petition with this Court on March 31, 1933, stating among other things, that it was a common carrier by railroad, engaged in the transportation of persons and property in interstate commerce in the States of Missouri, Arkansas, Colorado, Illinois, Kansas, Louisiana and Oklahoma; that it maintained its principal operating office in the City of St. Louis, Missouri, in the Eastern Division, Eastern Judicial District of Missouri; that it was unable to meet its debts as they matured and desired to effect a plan of reorganization, pursuant to Section 77 of Chapter VIII of the Acts of Congress relating to Bankruptcy, 11 U.S.C. A. § 205. The Court approved the petition as properly filed and authorized said debtor to continue in the possession and control of its properties and assets. Thereafter, on the same day, New Orleans, Texas & Mexico Railway Company, a railroad corporation organized under the laws of the State of Louisiana, filed its petition with this Court, stating, among other things, that Missouri Pacific Railroad Company owned approximately 94% of its capital stock; that it was unable to meet its debts as they matured and that it desired to effect a plan of reorganization in connection with, or as a part of, the plan of reorganization of Missouri Pacific Railroad Company, pursuant to the provisions of said Section 77 of the Bankruptcy Act. The Court approved the petition as properly filed under Section 77 of the Act and in this proceeding. On the same day, International-Great Northern Railroad Company filed its petition, stating that it was a railroad corporation organized under the laws of the State of Texas; that Missouri Pacific Railroad Company owned indirectly through an intervening medium, to-wit: New Orleans, Texas & Mexico Railway Company, all of its capital stock; that it was unable to meet its debts as they matured and desired to effect a plan of reorganization, pursuant to said Section 77, in connection with, or as a part of, the plan of reorganization of said Missouri Pacific Railroad Company. The Court approved the petition as properly filed under the Act and in this proceeding.
Subsequently, as hereinafter noted, twenty-three other railroad corporations filed their petitions in this proceeding, stating that more than a majority of the capital stock of each of said railroad companies was owned by Missouri Pacific Railroad Company, debtor, either directly or indirectly through an intervening medium; that they were unable to meet their debts as they matured and that they desired to effect a plan of reorganization in connection with, or as a part of, the plan of reorganization of said Missouri Pacific Railroad Company, debtor, pursuant to said Section 77. The Court approved said petitions as properly filed under the Act and in said proceeding in which the Petition of Missouri Pacific Railroad Company had theretofore been filed. The petitions of said subsidiary debtors were filed and approved as follows:
On May 2, 1933, Missouri Pacific Railroad Corporation of Nebraska; the Beaumont, Sour Lake and Western Railway Company; the St. Louis, Brownsville and Mexico Railway Company; San Antonio, Uvalde and Gulf Railroad Company; and Houston North Shore Railway Company On June 30, 1933, the Missouri-Illinois Railroad Company;
On June 4, 1936, the Booneville, St. Louis and Southern Railway Company;
On December 1, 1937, Asherton and Gulf Railway Company; Asphalt Belt Railway Company; Houston and Brazos Valley Railway Company; Iberia, St. Mary & Eastern Railroad Company; New Iberia & Northern Railroad Company; Austin Dam and Suburban Railway Company; the Orange & Northwestern Railroad Company; Rio Grande City Railway Company; San Antonio Southern Railway Company; San Benito and Rio Grande Valley Railway Company; Cairo and Thebes Railroad Company; the Chester and Mt. Vernon Railroad Company; Fort Smith Suburban Railway Company; Marion & Eastern Railroad Company; Sugar Land Railway Company; and Natchez & Southern Railway Company.
On June 22, 1933, the Court appointed L. W. Baldwin and Guy A. Thompson temporary trustees, effective July 1, 1933, and on July 25, 1933, said appointment was made permanent. Thereafter, on December 26, 1935, the resignation of L. W. Baldwin as co-trustee of the debtor companies was accepted and Guy A. Thompson was continued thereafter as the sole trustee.
On October 21, 1935, the three principal debtor railroads, to-wit: the Missouri Pacific Railroad Company, hereinafter referred to as the "`Missouri Pacific," the New Orleans, Texas & Mexico Railway Company, hereinafter referred to as the "New Orleans," and the International-Great Northern Railroad Company, hereinafter referred to as the "International," filed with the Court a plan for their reorganization, and the reorganization of their subsidiary railroad companies, comprising all of the petitioning debtor companies. This plan was subsequently filed with the commission. Thereafter, the Protective Committee for Missouri Pacific First and Refunding Bondholders, hereinafter referred to as "First and Refunding Committee," filed a proposed plan of reorganization which was later superseded by a modified plan filed by said Committee. A Committee representing common stockholders also submitted a plan to the Interstate Commerce Commission as an exhibit at the hearings held by said Commission, and debtor railroads also submitted a modified plan to the commission as an exhibit, but not as a substitute for their original plan filed herein.
After extensive hearings and other proceedings before the Interstate Commerce Commission, said Commission, under date of January 10, 1940, issued its report and order approving a plan of reorganization of all of said debtor companies, except the Missouri-Illinois Railroad Company. Said report and order were filed with this Court on January 19, 1940. Thereafter, under date of April 9, 1940, said Commission issued a supplemental report and a supplemental order approving a modified plan of reorganization, which was filed with this Court on April 22, 1940.
On April 30, 1940, the Court entered its order requiring all parties in interest having any objections to said proposed plan of reorganization, to file detailed and specific objections in writing to said plan and their claims, if any, for equitable treatment in the office of the Clerk of the Court on or before June 3, 1940. Said order further provided that all petitions for allowance for compensation for services rendered or for expenses (including reasonable attorneys' fees) incurred either under Clause (12) of subsection c of Section 77 of the Bankruptcy Act, or otherwise, should be filed in the office of the Clerk of the Court on or before June 3, 1940. Notice was duly given as required by the terms of the order. Pursuant to the terms of said order, a number of objections to the plan of reorganization and claims for equitable treatment were duly filed by various parties in interest. The time for filing petitions for allowance was later extended to June 20, 1940, and on or before that time, numerous such claims were filed with the Clerk of the Court and certified copies thereof transmitted to the Interstate Commerce Commission for the fixing of...
To continue reading
Request your trial
-
Matter of New York, New Haven and Hartford R. Co.
...value of the securities distributed. In re Penn Central Transportation Co., supra, 596 F.2d at 1115-16; see also In re Missouri Pacific R.R., 39 F.Supp. 436, 445-6 (E.D.Mo.1941). In addition, it is reasonable to assume that much more time is necessary for the marketplace to absorb, digest a......
-
In re Mirant Corp.
...stigma of bankruptcy alone is a factor that will seriously depress the market value of a company's securities."); In re Missouri Pac. R. Co., 39 F.Supp. 436, 446 (E.D.Mo.1941) ("[D]ebtors have been in the process of reorganization for eight years, which fact alone would necessarily result i......
-
In re New York, New Haven & Hartford R. Co.
...plan of reorganization. See State of Texas v. United States, 292 U.S. 522, 531, 54 S.Ct. 819, 78 L.Ed. 1402; In re Missouri Pac. R. Co., D.C.E.D.Mo., 39 F.Supp. 436, 448, affirmed, Missouri Pac. R. Co. v. Thompson, 8 Cir., 134 F.2d 139, certiorari denied 320 U.S. 806, 64 S.Ct. The appellant......
-
State of Texas v. Group of Institutional Investors
...F.Supp. 832, in which it referred to its previous opinions concerning earlier plans of reorganization of the same railroads, reported in 39 F. Supp. 436, in 50 F.Supp. 936, and in 64 F. Supp. 64. Its opinions set forth the relations of the Missouri Pacific to its subsidiaries, the course of......
-
Fair Equivalents and Market Prices: Bankruptcy Cramdown Interest Rates
...to undervalue the securities of a once-distressed company emerging from a lengthy reorganization. In re Missouri Pac. R. R., 39 F. Supp. 436, 446 (E.D.Mo.1941); See also Blum, The Law and Language of Corporate Reorganization, 17 U.Chi.L.Rev. 565, 566-69 (1950). That argument has considerabl......