OF THE DIRECTORS OF THE /Cleveland, Cincinnati, Chicago and St. Louis Railway Company, TO THE STOCKHOLDERS, 1, 1889 CINCINNATI: OF ROBERT CLARKE & CO. S TAT E M OF THE DIRECTORS OK THK Cleveland, Cincinnati, Chicago and St. Louis Railway Company, TO THE STOCKHOLDERS, JULY 1, 1889. CINCINNATI: PRESS OF ROBERT CLARKE CO. BOARD OF DIRECTORS. CORNELIUS VANDERBILT, WILLIAM K. VANDERBILT, CHAUNCEY M. DEPEW, J. PIERPONT MORGAN, GEORGE BLISS, H. McK. TWOMBLEY, . JAMES D. LAYNG, . S. J. BROADWELL, ALEXANDER McDONALD, ORLAND SMITH, . MELVILLE E. INGALLS, WILLIAM P. ANDERSON, . AMOS TOWNSEND, . JAMES BARNETT, BENJAMIN S. BROWN, New York. Cincinnati, O. Cleveland, O. < t Columbus, O. OFFICERS. M. K. ING ALLS, .... President. J. D. LAYNG, Vice-President. E. F. OSBORN, .... Secretary. GEO. S. RUSSELL, .... Treasurer. OSCAR G. MURRAY, . . . Traffic Manager. DREXEL MORGAN & CO., New York City, Financial and Stock Transfer Agents. M92889 STA.TEMENT Directors of the Cleveland, Cincinnati, Chi- cago and St. Louis Ry. Co. to the stock- holders. July 1, 1889. On the J7th of June, 1889, the Cincinnati. Indianapolis, St. Louis and Chicago Railway Company, the Cleveland, Columbus, Cincinnati and Indianapolis Railway Company, and the Indianapolis and St. Louis Railway Company were consolidated under the name of "the Cleveland, Cincinnati, Chicago and St. Louis Railway Company, and from the first day of Julv, ISSJi. the accounts and operations of the three constituent companies have been merged into the consoli- dated company. A copy of the agreement for consolidation will lie found at the end of this report, for the information of stockholders. Owing to the difficulty of combining the reports of the various companies and making a comprehensive statement, your directors have thought it advisable to omit the usual form of annual report of earnings, expenses, etc., and sub- mit in place thereof the following statement of the property of the consolidated company, its liabilities, and situation, as of . I uly 1, 1889, together with such information as may be of interest to the stockholders. (5) 6 Statement of the Directors of the The lines of railway owned and operated by this com- pany are as follows : OWNED. Old " Bee Line'" system, from Cleveland to Columbus, : 138.00 miles. Old " Bee Line" system, from Gallon to In- dianapolis 203.00 miles. Old u Bee Line" system, from Delaware to Springfield 50.00 miles. Old " Big Four " system, from Cincinnati to Lafayette 174.82 miles. Old "Big Four" system, from Lawrencebnrg Junction to Lawrenceburg 2.01 miles. Old I. & St. L. system, from Indianapolis to Terre Haute... 72.00 miles. Total mileage owned under consolidation... 640.73 miles. LEASED AND OPERATED. The Cincinnati, Lafayette and Chicago Kail- way, from Templeton, Ind., to Kankakee. 111., including right to use tracks of the Lake Erie and Western Railway between Lafayette and Templeton, operated under lease, the lessee to pay operating expenses. taxes, and interest, The C. C. C. & St. L. Ky. Co. owns all of the second mortgage bonds and all of the stock, excepting $63, 150 out of an issue of $1,861,000. There are outstanding $820,000 first mortgage ^even per cent bonds upon which the company has to pay interest, and which is included in its fixed charges 75.18 miles. Cleveland, Cincinnati, Oncacjo, and St. Loui* Ry. Co. 7 The Fairland, Franklin and Martinsville Kail- road, from Fail-land, Ind., to Martinsville, hid., operated lor the stockholders: the C. C. C. & St. I,. KY. Co. owns tin- en- tire stock; no bonds 38.23 miles. The Vernon, Greensburg and Knshville Kail- road, from Xoi-tli Vernon, Ind.. to Knsh- ville, Ind., operated for tin* stockholders: tin- C. C. C. A; St. h. Ky. Go. owns the en- tire honded indebtedness and 70.2' per cenl of the stock: total stock. S.">00, ()(>( 44.54 miles. The Columbus, 1 lope and Greensburg Kail road, from Columbus, Ind.. to Greensburg, Ind., operated tor the stock holders : the C. C. (\ A: St. L. Ky. Co, owns the entire bonded indehtedness and lil.l per cent of the stock: total stock, SL!;>O.OOO 24.28 miles. The rincinnati and Southern Ohio Kiver Rail- way, from Lawrencelmru-. hid., to Anroi'a. hid., operated tor the stockholders: the C. (\ (\ cV St. L. Ky. Co. owning the entire capital stock: no bonds 3.69 miles. The Harrison Branch K. K., from Valley .1 unction. <)., to Harrison, 0.; the 0. C. C. \- St. L. Ky. ( 1 o. owns the entire stock; no bonds 7.83 miles. The Kankakee and Seneca K. K.. from Kan- kak.ee, 111., to Seneca, 111., owned jointly by this company and the Chicago, Rock Island and Pacific Ky. Co., each company owning one-half of the stock and bonds: the C. C. C. \ St. h. Ky. Co. operates the 8 Statement of the Directors of the railroad for the owners ; total stock. 10,000; total bonds, $650,000 42.08 miles. The company has a contract with the Illinois Central Railroad, running for one hun- dred years, by which they are to take its through trains in and ont of Chicago and furnish it terminals in that city, receiving therefor a percentage of the business in payment 56.00 miles. The Cincinnati and Springfield Kail way, from Springfield, O., to Cincinnati, O., leased for ninety-nine years, lessee to pay operat- ing expenses and fixed charges, any sur- plus to go to stockholders. The road be- tween Springfield and Dayton is operated under a lease from the Cincinnati, San- dusky and Cleveland Ry. Co., a distance of 23.34 miles, at a rental of 35 per cent of its gross earnings. The C. C. C. & St. L. Ry. Co. owns $616,450 of the capital stock and $526,000 of the bonds of the Cincin- nati and Springfield Ry. Co. ; total bonded debt, $2,651,000; stock, $1,100,000 80.50 miles. The Mt. Gilead Short Line, from Edison, O., to Mt. Gilead, O., leased for twenty years from April 15, 1880, and renewable at op- tion of this company for one, two, or three like terms not to exceed in aggregate ninety-nine years; the road being operated for the owners under lease, the lessee to pay one-third of the net earnings to the trustees of Mt. Gilead Township, Morrow county, 2.00 miles. Cleveland, Cincinnati, Chicago and St. Louis Ry. Co. \) The Dayton and Union Railroad, from Dayton, ( ).. to I'nion City, Ind., joint ownership with the Cincinnati. Hamilton and Day- ton Railroad Company and others ; oper- ated independently by the Dayton and Union Company 47.00 miles. The St. Louis, Alton and Torre Haute U. U., from East St. Louis to Terre Haute, 189 miles, and the Alton Branch from Wann to Alton, 111., 4 miles: leased at all annual rental of $450,000, with a provision that when the gross earnings exceed $1,750,000 per annum, 20 per cent of such excess is to be paid as additional rental 193.00 miles. Tlu' Cairo, Vim-en nes and Chicago Railway, extending from Danville to Cairo, 111., 261 miles, with a branch from St. Francisville to Yincennes, 9 miles, operated under a temporary arrangement by which this com- pany pays $208,000 a year. It is ex- pected that this contract will be made perpetual, if approved by the stockholders at the coining annual meeting, and five millions of 4 per cent bonds issued in pay- ment for the road, and rentals of $8,000 a year assumed 270.00 miles. Making altogether 1422 miles of main track owned or operated by the com puny, with 28 miles of double track on the various divisions, and 412 miles of sidings; a total of 1SI2 miles of track; together with 47 miles of Dayton and 1'nion Railway, partially owned and operated in harmony with this system, and 50 miles into Chicago over the 10 Statement of the Directors of the Illinois Central, over which our company, by contract, con- trols the making of rates and management of traffic to and from its system. All of the main line is laid with steel, and well ballasted ; 250 miles of sidings on the main line are also laid with steel. There are left in the branches 118 miles of iron. The equipment of the consolidated company on the first of 'July consisted of 323 locomotives, 295 passenger cars, and 12,971 freight cars. The gross earnings of the entire system, con- solidated, for the year ending June 30, 1889, were 11,453,992 66 The operating expenses were 7,594,171 74 Net earnings 3,859,820 92 The fixed charges of the new company for bond interest, rentals, and taxes (the lat- ter being estimated) will be 2,871,674 43 The capital stock of the new company consists of $10,000,000 of preferred stock, dividends on which arc lim- ited to 5 per cent, and $20,500,000 of common stock. A balance sheet of the company, as of the first of July, is annexed hereto ; also a map showing the railway of the company and the country through which it extends. The company has very large terminal properties in the cities of Cleveland, Columbus, Cincinnati, Indianapolis, East St. Louis, and the intermediate cities on the line; but addi- tional tracks, freight houses, and shops are necessary, in order to consolidate these terminals, and work the line as economically as it should be. The large business of the com- pany further makes it necessary that additional side tracks should be put upon some parts of the line, and that at least 25 miles of second (double) track should also be built. By the purchase of additional cars, a large saving in ex- Cleveland, Cincinnati, Chicago and St. Louis Ry. Co. 11 pciises can also be made, as flu- consolidated companies paid out last year, in mileage to foreign roads, al>out :>(>(), ()<)() should he pro- vided, and this subject shall have the consideration of your Directors at an early date. All of which is respectfully subnfltted. M. K. IX(JALLS, CINCINNATI, ()iim. October lo, issn. President. 12 Statement of the Directors of the The Cleveland, Cincinnati, Chicago and St. Louis Ry. Co. BALAISTCE SHEET. To July 1, 1889. ASSETS. Construction Big Four Grain Elevator General Supplies.. j C. L. & C. Ry. First Mortgage Bonds | C. L. & C. Ry. Second Mortgage Bonds I C. H. &G. Ry. First Mortgage Bonds K. & S. Ry. First Mortgage Bonds ! V. G. & R. Ry. First Mortgage Bonds C. & S. Ry. Second Mortgage Bonds ! D. & U. R. R. Income Bonds I C. L. & C. Ry. Preferred Stock Harrison Branch R. R. Stock F. F. & M. R. R. Stock V. G. & R. R. R. Stock j C. H. & G. R. R. Stock C. I. St. L. & C. Ry. Stock D. & U. R. R. Stock : C. C. C. & I. Ry. Stock ; Central U. D. & Ry. Co., Cincinnati, Preferred Stock Central U. D. & Ry. Co., Cincinnati, Common Stock ! Union Depot Co., Columbus, Stock River View Hotel Co. Stock Galion Stock Yards Co. Stock ' Indianapolis Union Ry ; Cincinnati Chamber of Commerce Certificates Riverside Land 128,761 79 Harrison Avenue Land 3,937 25 Grundy County Land 490 00 Real Estate and Woodlands 18,283 28 Pendleton Stone Quarry 4,707 86 Plum St. Depot Improvement 12,750 93 Clark's Hill Elevator 2,773 02 Special Bond Redemption Fund. Advances to Branch Lines. Cin. & Springfield Ry. Advances. $2,951,814 39 -1545,303,500 39 215,757 86 258,000 00 840,000 00 275.000 00 325,000 00 450,000 00 526,000 00 12,000 00 178,685 00 200,000 00 50,000 00 37,520 65 15,275 00 700 00 6,002 50 8,400 00 200,000 00 75,000 00 37,298 75 10,000 00 2,557 50 14,600 00 800 00 71,704 13 350,855 72 $45,519,258 25 409,571 95 C. L. & C. Ry. Debt Account K. & S. Ry. Bond Interest V. G. & R. Ry. Construction Acc't. C. H. & G. Ry. Construction Acc't. St Louis Extension 242,472 05 117,000 00 188,703 42 31,218 63 3825 01 Mt. Gilead Short Line 13,317 39 s ^m '^o V} Less Credit Balance K. & S. Ry. . 6,496 08 3,541,854 81 7 487 O! i4 OPi Cash in Hands of Treasurer 518,996 23 Bills Receivable ... Station Agents' Balances. Accounts Receivable, Balances due Go's etc from R. R. Co's, Trans. 7.441 08 99,283 62 302 644 85 United States Government. Total 79,243 42 1,007,609 20 $54 423 693 46 CLEVELAND, O., September 14, 1889. Cleveland, Cincinnati, Chicago, and *SY. Loui-s Ry, Go. The Cleveland, Cincinnati, Chicago and St. Louis Ry. Co, BALANCE SHEET. To July 1, 1889. LIABILITIES. Capital Stock, Common Capital Stock Preferred $20,500.000 00 10000 000 00 $30 500 000 00 C. & I. R. R. First Mortgage Bonds, 1862 C. & I. R. R. Second Mortgage Bonds, 18(57 L. R. R. Funded Coupon Bonds I. C. & L. R. R. Mortgage Bonds. 1867 C. I. St. L. & C. Rv. First ConsolTSix Per Cent, Mtg. Bonds. C. I. St. L. & C. Ry. Gen'l First Mtg. Four Per Cent Bonds.. B. & I. R. R. First Mortgage Bonds C. C. C. & I. Rv. First Mortgage S. F. Bonds C. C. C. & I Rv First Consul Mort< r a"e 15onds 297,000 00 742,000 00 2:;,750 00 :!'.5,000 00 770, 000 00 ti.7715,000 00 216,000 00 :],000.(XX) 00 t (IT: 1 , 000 00 C. C. C. & I. Ry. General Consol. Mortgage Bonds I. & St. L. R. R. First Mortgage Bonds . 1. & St. L. Ry. First Mortgage Bonds Bills Pavable :;,-jo:,,ooo oo 2,000,000 00 500,000 00 20,091 00 22,003,750 00 Bills Audited (includes June, ISv.i. Pay Rolls) Accrued Interest on Bonds not due Coupons Unpaid 1.072,1X50 7:; 207,787 51 l.VJ.::56 50 Dividends Unpaid I. & St. L. R. R. Second Mortgage Bonds Unredeemed I. C. & L. R. R. Equipment Bond Unredeemed I. & C. R. R. Mortgage Bond, 1858, Unredeemed Balance to Credit of Income, July 1, 1880 3,758 00 5,851 20 500 00 1,000 00 1,463,053 74 7,. '551 20 449,538 52 Total $54,423,693 4G P. A. HEWITT, Audito,-. 14 Statement of the Directors of ike AGREEMENT OF CONSOLIDATION of the CLEVELAND, COLUMBUS, CINCINNATI AND INDIANAPOLIS RAILWAY COM- PANY, tin- INDIANAPOLIS AND ST. Louis RAILWAY COM- PANY, and the CINCINNATI, INDIANAPOLIS, ST. Lor is AND CHICAGO RAILWAY COMPANY. Whereas, the line of railroad of the Cleveland, Colum- bus, Cincinnati and Indianapolis Railway Company extends from Cleveland in the State of Ohio to Indianapolis in the State of Indiana, tlie said company being a consolidated company of the States of Ohio and Indiana, and the line of railroad of the Indianapolis and St. Louis Railway Com- pany extends from Indianapolis to Terre Haute, in the State of Indiana, the said company being" a corporation of the State of Indiana, and the line of railroad of the Cincinnati, Indianapolis, St. Louis and Chicago Railway Company ex- tends from Cincinnati, in the State of Ohio, to Lafayette, in the State of Indiana, the said company being a corporation of the State of Indiana; and Whereas, the line of the last-named company crosses and intersects the lines of the first and second named companies at Indianapolis, forming with each of them, and forming with each other, continuous lines of railroad ; and the said companies are authorized by the laws of the States of Ohio and Indiana to consolidate their stock and property, and de- sire so to do. THEREFORE THIS AGREEMENT WITNESSETH : That the said companies, acting herein by the authority of resolutions of the several Boards of Directors thereof, and subject to the ratification of the stockholders thereof, required by law, in consideration of the mutual agreements, covenants, pro- visions, and grants herein contained, do bereby agree to con- solidate their roads, property, rights and franchises, so as to become one corporation, and by these presents do merge and Cleveland, ('inrinH'iii, Chicago and St. Louis /'//. Co. 15 consolidate their capital slock. franchises, and property into one company, to be known l>y the name of "The Cleveland, Cincinnati, Chicago and St. Louis Railway Company," upon the following terms and conditions, to wit : KIIIST. All the rights, franchises. privileges, property, appurtenances of every description, clioses in action, debts, dues and demands of each of the several companies parties hereto, shall vest in the consolidated company. Si-icoM). The consolidated company shall assume and be bound by all liabilities and obligations of each of the several companies parties hereto. Tinun. The capital stock of the- consolidated company shall amount to thirty million five hundred thousand dollars, divided into common and preferred stock as follows: Two hundred and five thousand shares of one hundred dollars each, amounting to twenty million five hundred thousand dollars of common stock, and one hundred thousand shares of one hundred dollars each, amounting to ten millions of dol- lars of preferred stock. The net earnings of the consolidated company in each and every year shall he divided as follows: first, not exceeding five per cent, in (quarterly installments to the holders of the preferred stock : and the residue as may be ordered from time to time by the IJoad of Directors, among the holders of the common stock, beginning with the fiscal year 'next after the ratification of this agreement. KOI HTII. The consolidated company shall not issue anv evidences of funded debt, or execute any lease of railwav property, which may entail increased fixed charges, except by the consent of a majority in interest of the holders of the said preferred stock, to be expressed in writing under their signatures respectively, or declared at a meeting <>l such preferred stockholders to be called for that pur- pose: with the exception of the five million four per cent one hundred year bonds, or other evidence of indebtedness, proposed to be issued for the purchase or acquirement, in lawful form, of the Cairo, Yincennes and Chicago Railway, which said evidence of indebtedness is hereby authorized, if said pin-chase or acquirement shall hereafter he deter- mined upon. 16 Statement of the Directors of the FIFTH. The number of directors of the consolidated company shall be fifteen, and the officers shall be a Presi- dent, a Vice-President, a Treasurer and a Secretary. The residence of said Directors and officers shall be as follows: seven Directors in the City of 2s ew York and State of is'ew York; eight Directors in the State of Ohio (five in the city of Cincinnati, two in the city of Cleveland, and one in the city of Columbus). The President shall re- side in the city of Cincinnati and State of Ohio, the Treas- urer and the Secretary in the city of Cincinnati in the State of Ohio, the Vice-President in the City of New York and State of New York. The names and places of residence of the first Board of Directors of the consolidated company, who shall serve as such until their successors shall have been elected and quali- fied according to law, shall be as follows : 1. Cornelius Vanderbilt, Xew York. 2. William K Vanderbilt, " 3. Chauncey M. Depew. 4. J. Pierpont Morgan, 5. George Bliss, (5. H. McK. Twombley, 7. James D. Layng, 8. S. J. Broadwell, Cincinnati, Ohio. 9. Alexander McDonald, 10. Orland Smith, 11. Mellville E. Ingalls, 12. William P. Anderson, 13. Amos Townsend, Cleveland, Ohio. 14. Truman P. Handy, 15. Benjamin S. Brown, Columbus, Ohio. SIXTH. The manner of converting the capital stock of each of the constituent companies parties hereto into the capital stock of the consolidated company shall be as follows : For each share of the present capital "stock of the Cin- cinnati, Indianapolis, St. Louis, and Chicago Railway Com- pany shall be issued, upon the surrender thereof to the con- Cleveland, Cincinnati, f. Vmv/f/o and St. Louis Ri/. Co. 17 solidated company, one share of preferred slock and thirty per cent of one share of the common stock of the consoli- dated company. For each share, of the capital stock of the Cleveland, rohnnhus. Cincinnati and Indianapolis Uailway Company surrendered to the consolidated company shall he issued to the holder thereof common stock of the consolidated com- pany at the rate of one hundred and thirteen and one-third dollars in stock of the consolidated company for one hun- dred dollars in stock of the said Cleveland, Columbus, Cin- cinnati and Indianapolis Uailway Company. The entire capital stock of the Indianapolis and St. Louis Railway Company, being now the property of the Cleveland, Columbus, Cincinnati and Indianapolis Railway Company, five thousand shares of the capital stock of the consolidated company, shall he issued therefor to the holders of the stock of the Cleveland, Columbus, Cincinnati and Indianapolis Railway Company in proportion to their re- spective holdings of stock in the last named compaay, being at the rate of three and one-third dollars in stock of the consolidated company, for each share of the said Cleve- land, Columbus, Cincinnati and Indianapolis Railway Com- pany. Scrip convertible into stock shall be issued for fractions of shares of preferred and common stock. These exchanges and deliveries of stock shall be made as soon after the ratification of this agreement by the stock- holders of the three constituent companies as shall be prac- ticable. Nothing in this agreement shall prevent the directors of each of the constituent companies from declaring and pay- ing dividends out of the net earnings of said companies respectively until this agreement shall have gone into effect. The holders of the preferred stock shall be entitled to and shall receive from the consolidated company at the rate of five per cent per annum from the' taking effect of this agreement until the beginning of the fiscal year next after the said debt. SEVENTH. The net income constituting the fund appli- 18 Statement of the Directors of the cable to the payment of dividends upon the said preferred stock shall be computed, ascertained and determined for each three months ending on the thirtieth day of September, on the thirty-first day of December, on the thirty-first day of March, and on the thirtieth day of June respectively in each and every year, in the manner following, /. e. : From the earnings derived from the operations of the railroads of the consolidated company hereby formed, during such three months, shall be deducted all the expenses of operating and maintaining, repairing and renewing the rail- roads and equipments, and for carrying on their business, including amounts due for rental, lease of land and other property, during the period covered by such computation, the amount of interest on any bonds and obligations of such railway companies accrued during the period of such com- putation, and all taxes and assessments levied during the said three months by lawful authority upon the railway company or its property, or which the said railway com- pany is or may become liable to pay. The net income which may arise in any one fiscal year, to wit, from the thirtieth day of June in one year to the thirtieth day of June in the next succeeding year, applicable to the payment of dividends upon the said preferred stock, shall only be applied to the extent of five per cent for the said fiscal year, but the net income in any one quarter, which shall exceed the sum necessary to provide a dividend of one and one quarter per cent for that quarter, may be applied to the payment of any deficiency of the net income of any other quarter of said fiscal year. EIGHTH. This agreement for consolidation shall take effect upon its being adopted by the directors of the con- stituent companies, and upon ratification and adoption by the stockholders of each of the constituent companies, and upon filing the same in the office of the Secretary of State of each of the States of Ohio and Indiana, and upon the due making and perfecting of these articles of agreement as required by law. XINTH. The several constituent companies, each for it- self and not for the other, in consideration of the premises. Cleveland, Cindiiit'tti, Chicago and tit. Lnui* Jii/. Co. 1!) doth hereby grant, convey, assign and set over and vest in the said consolidated company, for the purpose of such consolidation, all of the railroads, property, rights, privi- leges, franchises, and powers now held by it, or in or to which it has any right, title, interest, or claim either in law or equity. IN WITNESS \VIIEMKOK, the said Cleveland, Columbus, Cm-- cinnati and Indianapolis Railway Company, by its Board of Directors, has caused its corporate seal to be hereunto affixed and these presents to be signed by its President and Secretary, and a majority of its said board have hereunto set their hands and seals the twenty-seventh day of March, 1889; and the said Indianapolis and St. Louis Railway Company, by its Board of Directors, has caused its corporate seal to be hereunto affixed, and these presents to be signed by its President and Secretary, and a majority of its said Board have hereunto set their hands and seals the twenty-seventh day of March, 1889; and the- said Cincinnati, Indianapolis, St. Louis and Chicago .Railway Company, by its Board of Directors, has caused its corporate seal to be hereunto affixed, and these' presents to be signed by its President and Secre- tary, and a majority of its said Board have hereunto set their hands and seals the nineteenth day of March, 1889. Angola ( ; Toledt m m ,. *&<,.-., ^f^ll^i /^>^> ^X^-^cfox.r v/Xxw Warsaw Wabash IJryun Pauldiiij Van Weft YFrernon^ msfield /i , o L. j-sMarion YA ^?> i s^-JX \ 01 ~A. - '-'V TA >X%- TL&K"7TF I^B>r8B8iF^ES*Uj*- Troy riberia DISC MT.GILEAD fEden iBerlli i Centr |W/6rthington .UMBLJ v^Vashington "Wilining\ v on -s^_ 4 Logair Chillicoihe Hillsborough ^sJ.Waverly r ^^f^ v^ I A'