To the holders of stock of this Company (not held in its treasury) of record at the close of business September 9, 1913, a right of subscription at the rate of One Hundred Dollars of principal amount of such debentures for every three shares of this Company's stock held by them respectively. To all holders at the close of business September 9, 1913, of this Company's 32% Convertible Debenture Certificates convertible into stock between January 1, 1911, and January 1, 1916, which are registered as to principal and interest, a right of subscription at the same rate as if the holders of such contracts were holders of the stock of the future delivery of which they are entitled under the terms of said contracts, to wit, at the rate of One Hundred Dollars of principal amount of such debentures for each Four Hundred and Fifty Dollars of principal amount of such 32% Convertible Debenture Certificates held by them respectively. To all holders at the close of business September 9, 1913, of this Company's 6% Convertible Debentures convertible into stock between January 15, 1923, and January 15, 1948, which are registered as to principal and interest, a right of subscription at the same rate as if the holders of such contracts were holders of the stock to the future delivery of which they are entitled under the terms of said contracts, to wit, at the rate of One Hundred Dollars of principal amount of such debentures for each Three Hundred Dollars of principal amount of such 6% Convertible Debentures held by them respectively. To all holders of such 32% Convertible Debenture Certificates or such 6% Convertible Debentures having coupons attached, whether registered as to principal or not, a similar right of subscription at the same rate as if the holders of such contracts were holders of the stock to the future delivery of which they are entitled: provided, however, that such holders shall present such debentures on or before November 15, 1913, to either The Treasurer of the Company, New Haven, Conn., Treasurer's Agent, Grand Central Terminal, New York City, Treasurer's Agent, South Station, Boston, Mass., Bankers Trust Company, New York City, Old Colony Trust Company, Boston, Mass., Rhode Island Hospital Trust Company, Providence, R. I., Hartford Trust Company, Hartford, Conn., Union Trust Company, Springfield, Mass., Morgan, Grenfell & Company, London, England, or to be stamped substantially as follows: "Right to subscribe for Convertible Debentures of 1913 exercised by holder hereof without affecting the within contract.” All subscriptions must be for debentures of the principal amount of One Hundred Dollars or multiples thereof. Fractional rights of subscription must be so combined by purchase or sale thereof as to entitle the holders to subscribe for debentures of the principal amount of One Hundred Dollars or multiples thereof. The Company can neither buy nor sell rights. Under the subscriptions to be made in accordance herewith, the subscribers will be obliged to make payments in one of the following ways: 1. In one payment on or before November 15, 1913, of an amount equal to the principal amount of the debentures subscribed for, with interest thereon at the rate of 6% per annum from October 1, 1913, to November 15, 1913. 2. In two payments, the first on or before November 15, 1913, of an amount of money equal to sixty-five per cent. of the principal amount of the debentures subscribed for, with interest at the rate of 6% per annum on the amount paid, from October 1, 1913, to November 15, 1913, and the second on or before January 15, 1914, of the unpaid balance of the principal amount of the debentures subscribed for, with interest at the rate of 6% per annum on the amount then paid from October 1, 1913, to January 15, 1914. Payments may be made either directly to the Treasurer of the Company at New Haven, Connecticut, or through any of the above-named agencies. Failure to make payment upon a subscription in accordance with the above provisions will operate as an abandonment of all rights as a subscriber. No subscription or assignment of any right to subscribe will be recognized unless made on the forms of the Company and upon the terms and in the manner prescribed by the Company. Subscription warrants specifying the amount of debentures for which under this circular stockholders and registered holders of Convertible Debenture Certificates and Convertible Debentures are entitled to subscribe, will be mailed to them as soon as is practicable. Such warrants will be issued to the holders of such Convertible Debenture Certificates and Convertible Debentures having coupons attached after the holders thereof have presented them to be stamped. The warrants to be issued will be of two kinds: warrants certifying a right of subscription for debentures of an aggregate principal amount of One Hundred Dollars or multiples thereof, and warrants for fractional rights of subscription, expressed in ninths, for a Debenture of the principal amount of One Hundred Dollars. For illustration: The holder of four shares of stock will receive a warrant entitling him or his assigns to subscribe for a Convertible Debenture of 1913 of the principal amount of One Hundred Dollars and a fractional warrant for three-ninths of a right to subscribe for such a Debenture; the holder of eight shares of stock will receive a warrant entitling him or his assigns to subscribe to Convertible Debentures of 1913 of the principal amount of Two Hundred Dollars and a fractional warrant for six-ninths of a right to subscribe for a Convertible Debenture of One Hundred Dollars; the holder of a 32% Convertible Debenture Certificate of the face value of One Thousand Dollars will receive a warrant entitling him or his assigns to subscribe for Convertible Debentures of 1913 of the principal amount of Two Hundred Dollars and a fractional warrant for two-ninths of a right to subscribe for a Convertible Debenture of One Hundred Dollars; the holder of a 32% Convertible Debenture Certificate of the face value of Five Thousand Dollars will receive a warrant entitling him or his assigns to subscribe for Convertible Debentures of 1913 of the principal amount of One Thousand One Hundred Dollars and a fractional warrant for one-ninth of a right to subscribe for a Convertible Debenture of One Hundred Dollars; the holder of a 6% Convertible Debenture of the principal amount of One Hundred Dollars will receive a fractional warrant for three-ninths of a right to subscribe for a Convertible Debenture of 1913 of the principal amount of One Hundred Dollars; the holder of a 6% Convertible Debenture of the face value of One Thousand Dollars will receive a warrant entitling him or his assigns to subscribe for Convertible Debentures of 1913 of the principal amount of Three Hundred Dollars and a fractional warrant for three-ninths of a right to subscribe for a Convertible Debenture of One Hundred Dollars. The fractional warrants will be transferable by delivery; the other warrants will be transferable by execution of the blank form of assignment on the back thereof. Holders of these warrants other than fractional warrants who may wish to subscribe for a portion of the debentures covered by the warrant and to dispose of the remainder of their rights, or to dispose of a portion of their rights to one person and of the remainder to another, should return these warrants to the Treasurer of the Company at New Haven, Connecticut, or through one of the agencies above specified, to be exchanged for other warrants of the same aggregate principal amount, specifying the number of warrants desired in exchange, the amount of debenture to be covered by each, and the names of those to whom they are to be issued respectively. Warrants will be void and of no value unless surrendered to the Treasurer of the Company at his office or through one of the abovenamed agencies on or before November 15, 1913, accompanied by a subscription duly made in pursuance of the terms of the warrants and by the payment of either the first instalment or of the full amount payable upon such subscription. Upon payment of subscriptions in full or in part, non-negotiable receipts will be issued, certifying the amount that has been paid. Such receipts may be exchanged for negotiable receipts when desired. Full paid receipts will be exchangeable for debentures as soon as these are prepared. Coupon debentures will be issued in the denomination of One Thousand Dollars, and may be registered as to principal in the owner's name, and at his election be discharged from registration in the manner prescribed in the indenture under which they are issued. Registered debentures will be issued in denominations of One Hundred Dollars, One Thousand Dollars, and Ten Thousand Dollars. Coupon debentures may be exchanged for registered debentures and registered debentures for coupon debentures, in the manner provided in said indenture. All the debentures are to be payable at the option of the holder in London, England, in sterling money of Great Britain, as set forth in said indenture. Application will be made to have the said debentures listed on the New York Stock Exchange. All correspondence relating to the foregoing should be addressed to the Treasurer of the Company at New Haven, Connecticut. By Order of the Directors: A. E. CLARK, Secretary. STOCKHOLDERS' RIGHTS To Stockholders (Common and Preferred) of the UNION PACIFIC RAILROAD COMPANY1 and Stockholders of the SOUTHERN PACIFIC COMPANY: With the approval of the Attorney-General of the United States, the Union Pacific Railroad Company has adopted a plan, which has also been assented to by the Southern Pacific Company in so far as action on its part is required, for complying with the terms of the decree to be entered in the Government suit in accordance with the recent decision of the United States Supreme Court, which plan includes the following: The Southern Pacific Company has agreed to sell to the Union Pacific Railroad Company the entire capital stock of the Central Pacific Company, and to cancel or assign the existing lease of the railroad and other property of the Central Pacific Company, thus transferring to the Union Pacific Railroad Company the beneficial ownership of the railroads and other property of the Central Pacific Company, subject to certain leases, reciprocal contracts for the joint use of railroads and terminals, and other arrangements intended for the mutual protection of the two companies. It had been expected that the Union Pacific Railroad Company would pay for the Central Pacific property by surrendering or transferring $84,675,500, par value, of the stock of the Southern Pacific Company now held by the Oregon Short Line Railroad Company, by the cancellation and surrender of $5,449,000, face value, of the Four Per Cent. Central Pacific Stock Collateral Bonds of the Southern Pacific Company now owned by the Union Pacific Railroad Company, and by the payment of $14,065,441 in cash. But there being doubt as to the right of the Southern Pacific Company to acquire its own stock, it has been decided to sell the Oregon Short Line Railroad Company's entire holdings of stock in the Southern Pacific Company, aggregating $126,650,000, par value, and it has been agreed that the net proceeds of the sale of $84,675,500, par value, of said stock, shall be paid to the Southern Pacific Company in lieu of such contemplated surrender to it of said amount of stock. Accordingly the privilege is offered to stockholders, registered on the books of the Union Pacific Railroad Company and the Southern Pacific Company (excluding, however, the Oregon Short Line Railroad Company 1 Notice advertised in New York Times, February 12, 1913. |