BUSINESS ADMIXISTRATION TEXT BOOKS Business Economics. Business Organization and Management. Advertising and Salesmanship. Trade and Commerce. Transportation. Money, Banking and Insurance. Investments and Speculation. Accounting. Auditing and Tost Accounting. Business Law and Legal Forms. BUSINESS ADMINISTRATION THEORY, PRACTICE AND 'APPLICATION Edit r-In- Ch ief Walter D. Moody General Managkk, the Chicago AssoaATioN of Commerce, Author, "Men Who Sell Things." Managing Editor Samuel MacClixtock, Ph. D. Editorial and Educational Directoir, La Salle Extension UNiyEX£n.Y This work is especially designed to meet the practical ez'ery-day nfed^ of the active business vum, and contains the fundamental find basic principles upon xvhich a successful business is founded, con- ducted and maintained. To those looking [onvard to a business lareer, this 'icork forms the basi< for a practical and systematic course tn "Business Administration" published by LA SALLE EXTENSION UNIVERSITY CHICAGO n Ik'-''' CopyrlKht, 1910, LASALLE KXTENSION UNU-ERSITY. INVESTMENTS AND SPECULATION ^ This treatise has been especially prepared by Louis Guenther, Editor New York Financial World, and presents an exhaustive treatment of all phases of in- vestments and speculation and conveys to the reader's mind a thorough knowledge of each. It is sup- plemented by the writings of well-known financial experts, capitalists and successful operators. Tt is a modern, popular and authoritative exposition of the principles involved in investments, the science of speculation, buying for investments, short sales, stock manipulation, pyramiding, bond flotation, analysis of financial statements, etc., together with many concrete examples and helpful suggestions for the guidance of the investor and those engaged in business transactions. It is also arranged to serve as a quick reference work, and includes a complete table of contents, a compre- hensive index and test questions. W.\LTER O. Moody, Editor-in-Chief. 248539 INTRODUCTION TO BUSINESS ADMINISTRATION. BY WALTER D. MOODY. General Manager, The Chicago Association of Commerce. Author of '"Men Who Sell Things." *'The recipe for perpetual ignorance is: Be satisfied zvith your own opinion and content with your knotvledge." This is an era of the greatest commercial ac- Business a contest tivity the world has ever known. The devel- of wits opnicnt of business is one of the marvels of the new century. A few years ago science, as a factor in commerce, was little known and less appreciated. The amazing advantages to business of intellectual attainments were utterly without recognition. Today, however, business has become a contest in which the quickest perception wins, thus transforming the counting room into a battle ground upon which brain matches brain for supremacy and success. Ah, that enchanting word, S-U-C-C-E-S-S. It Success— educated docs not require a magic key to unlock the enthusiasm door to business efficiency. There is nothing mystic, nothing mysterious in the applied method of the really resourceful men in this day of great successes, of marvelous achievements in business enterprise. The sum total is con- tained in two words, words that electrify, nevertheless. EDUCATED ENTHUSIASM. The most formidable barrier to progress has Changing conditions always been the sfenseless opposition of those make to whom it would be of the greatest benefit. opportunities Changing conditions are the order of the day, for enlightenment has worked wonders. In olden times, a man of affairs was obliged to g^uard liis property and his loved ones by building a moat around his house and posting sentinels in and around his estate. The time is not long past when, because of preju- dice, perversity or ignorance, many men believed that opportunity knocked only once at any man's door. Today, thanks to deeper insight, most men belicTc that life itself is opportunity; that the very air we breathe is opportunity ; that each new day presents broader opportunities for accom- INTRODUCTION pHshinj]^ more because of better directed energy. Tliis is not alone the accepted dof,'ma of the man who is making his way in the world. It is tlie creed, doctrine, tenet or religion, whichever you may care to term it, of the great captains of iiulnstr)' everywhere. The more successful the man, the more docs New ideas count he think, study, plan, as a part of his daily occupation in tiie development of the affairs in which he is interested. Newer and better ways to get things done is the business standard employed today by successful men in all lines. Only 3'esterday if a man of genius advanced a new idea, he found himself ridiculed and his innovation opposed on all sides because it was a new idea. Today, it is different. The man of ideas counts in the trend of affairs as he has never counted before. Everything has a subjective reason. Progress Must keep step with is acting as a mighty dynamic force in chang- changing times ing men's viewpoint of life and things. Sup- pose the stroke oar on a varsity crew, while in a race against an opposing crew from a competitive institution, should suddenly stop rowing in harmony with his associates and begin to row backwards — that crew would not get very far without trouble. Suppose a lawn mower should be reversed and forced to run backwards — there would not be much progress made in cutting grass on that lawn. Varsity crews and lawn mowers must move forward. Business men must ad- vance with the times. A great merchant in Chicago tells a good story of his youth. lie was a member of a state regiment of militia. On a certain occasion, his com- pany was sent out on dress parade. An old maiden aunt, with consider- able colonial blood in her veins, took much pride in her nephew and his company. While reviewing the parade, she was suddenly heard to ex- claim: "Why, every single man in that company is out of step excepting my nephew." Most men who fail to get on in the world do not realize that success lies in keeping step — in making progress with changing condi- tions. They generally make the mistake of thinking that the world and everything in it is out of harmony with themselves. A business man of successful experience rea- New ideas worth lizes that ideas — newer and better principles of searching for conducting business — are of the greatest value, and he also knows that it pays him to search for them. The same old way of doing things cannot longer be success- fully employed month after month and year after year as under the old regime. The business man must be modern, up-to-date. The physician or lawyer finds that to compete successfully he is compelled to search INTRODUCTION without ceasing in order that he may comprehend the advancement in treatments or procedures. "To the man wlio fails belong the excuses." President James, of the University of Illinois, Demand for trained was asked if there was any demand from busi- men ness houses for college-bred men. His reply was : "The demand has been far in excess of the supply since courses in business administration were established in our institution seven years ago. Each year has brought many more requests than we have men to recommend." Ten years ago President James would have been ridiculed for advancing this new idea for the establishment of a school of commerce in connection with a university. Today, commercial schools are a part of the regularly established courses of nearly all of the great universities of our country. Men trained in the theory, practice and administration of business will always occupy the best positions and will always command the greatest salaries. All men fail at times in the accomplishment of Value of new ideas satisfactory results in the various enterprises in in which they are engaged, without being able business emergencies to give an explanation. The principles that have been applied successfully for many years seem apparently to have counted for nothing. It is frequently evi- dent that in such cases a very insignificant thing, a mere oversight per- chance, has been the direct cause of the failure. To be able to put the finger on the precise cause of the lack of success in one's method would locate the cause of the disaster. Then it is that a real appreciation of new ideas is fully realized. Failure is more often chargeable to a refusa! Men paid for what to learn by mistakes how to avoid them than it they know — not is in making them. Experience is a good for what they do teacher, but who can deny the value to be gained in learning from the experience of others, for we cannot all have the same experience or the same view of similar experiences. There are many pathways to success, but the road of in(?lvidual experience is narrow and rugged. It is a commonly ac- cepted fact that for every ten dollars a high-salaried man draws, he re- ceives nine dollars for what he knows and one dollar for what he does. On the same basis the successful business man, employing a large force of other men, realizes that his own greatest worth, as applied to his affairs, lies not so much in what he can do himself as how much he can encourage his employees to do. In either case, his own personal knowl- edge is the power behind the throne. INTRODUCTION The man who would secure the largest net re- Knowledge in excess turn from his individual effort in the field of of present needs endeavor, and he who would realize the great- rccessary est possible advantage from the efforts of those under his command must, of necessity, possess knowledge — indispensable perception far in excess of the needs of the moment. Discernment, like a bank account, soon runs out if it is overdrawn or if it is not continually replenished. In business the "check- ing system" of knowledge is the sort of account that pays best — not the "savings account system." Knowledge that is simply corked up and allowed to accumulate cobwebs and rust can avail nothing. The sharpest vinegar is procured by constantly replenishing the old stock with new. Reliable statistics prove that only about ten 90% failures per cent of all people who engage in business vs. are successful and make money; the other lO/o moneymakers ninety per cent become insolvent and fail. That is, they do not actually encounter the sheriff, or go into the hands of a receiver, but they fail nevertheless to succeed in the sense of making money, and what other possible reason can anyone have for engaging in business if not to accumulate money? Why do so many fail? Ask any credit man Failures due to lack and he will tell you that it is not because of of intellectual the lack of capital, or other material resources, capacity but it is due primarily to a lack of intellectual capacity, the sort of brains that dig and work and sweat until they find a way to accomplish things ; brains that go to the bottom of things ; brains that are always looking for better results ; brains that never abandon a problem until they have found a way to solve it. A friend once told me that he inquired of the manager of a house employing some throe hundred traveling men how many salesmen they had. The manager replied, "Three." My friend asked, "How's that? I am told your force of traveling men numbers nearly three hun- dred." "Ah, that is quite different," replied the manager; "we have two hundred and ninety-seven traveling men. but only three salesmen." Quite likely that manager's estimate was intended to be taken figuratively rather than literally.but it serves to illustrate the fact that in this great United States there are millions of men, young, middle-aged and old, who are content to plod along in a mediocre sort of way, heedless or unmindful of the fact that opportunity, knowlcdcre. possibilities, are calling, calling, calling to them to come up higher. There are hundreds of thousands of other men engaged in business who sit idly bv while their trade, like the INTRODUCTION sands in the hour glass, slowly ebbs away, and eventually is absorbed by their more progressive business neighbors. There is still another vast army of business Moneymaking and men — salesmen, clerks and wage-earners of all business literature classes — who are beginning to catch a glimpse of the dawning of a new business era, the greatest the world has ever known, an era impregnated with possibilities and opportunities for those who are ready with wicks trimmed and oil in their lamps. To the earnest latter class which is really desirous of profiting by the experience of others, there is no need of elaborating the possibilities embodied in this course of reading in Business Administra- tion. This set of books, containing valuable business data on many sub- jects, thousands of pages telling the story of success illustrated by trained men wdiose names are respected everywhere, is intended to reach all classes. There is absolutely nothing in print that can even approach or can begin to compare with it in value as a reference library for business men or excel it as a complete course of instruction for any man desirous of making the best of his possibilities and opportunities in the kaleido- scopic age through which the business world is now moving. The more practical the ideas, the better the Practical ideas best basis for good work. Not long since, busi- ness men generally pooh-poohed the idea of employing in the conduct of their business anything new, which was taken from the writings and experience of others, such as is contained in this remarkable series, contributed to by some of the brightest minds in the business world today. There is, however, in these days unmistakably a hungering and thirsting for just this new sort of literature. It fills a long- felt need — fills it exactly, completely, satisfactorily. Being the author of a work on salesmanship which has had a countrywide circulation, I have been literally besieged by business men everwhere asking me to recom- mend books treating of successful business methods, and have been cha- grined to find how limited was the supply. The man who formerly was prejudiced against such sources of information must now step aside and make way for progress or unite with the popular demand for more education and better methods. Show me the man who says he has no pa- Cannot afford tience for such things, and I will show you a vs. man, like the stroke oar and the lawn mower, can afford who does not believe in moving forward in progress. Show me the man who says he has no time to read of new methods and principles, and I will show you the one who utterly fails to perceive that familiarity with business literature of this kind means pecuniary advancement. Show me the man who says INTRODUCTION he cannot afford to invest in such a set of books, and I will show you one who apparently CAN afford to waste his energy in misdirected effort — that energy and effort which are to every wage-earner and tradesman both his stock in trade and his invested capital. Someone has said, "There are three kinds of Failures people in the world — the Can'ts, the Won'ts unnecessary and the Wills, The first fail at everything; the second oppose everything; the third suc- ceed at everything-." I would add a fourth kind — the largest class of all >— the Don't Trys, the "Oh-what's-the-use/' "It-doesn't-interest-me" sort of people. Their name is legion ; their fault is lack of confidence. Knowl- edge is the greatest inspiration of confidence to be found on earth. You may not personally be held in the hope-paralyzing bontlage that produces the "Oh-what's-thc-use," or "I'm-not-interested" germ, but if you are not, you are exceptional. Most people are, and that is the reason that such \>ersons are just about what luck, good fortune or chance make them, succeeding if fortune favors them, failing if they are left to depend upon their own resources. Result : Nine fail where one succeeds. It is very fortunate, indeed, for most men that so much of their happi- ness depends upon success. There is nothing on earth quite so terrible to think of as failure, especially that due to lack of effort, unless possibly it be the failure of a man who lacks the courage or initiative to try to make the most of himself, and thus lets his best opportunities escape him. And this last is really the most pitiful thing that can befall a man. It is well enough to plan opportunities, but if we had the wisdom to take advantage of such opportunities as naturally come to us, results would more often be found in the balance on the right side of the ledger. And so I am of the opinion that a clear explanation of why a very large class of people do not succeed is found in some of these expressions — "I don't care," "I can't," "It doesn't interest me/' or "Oh, what's the use." One of the great objects set forth in this Basis of all busi- Business Administration series is to supply the ness success positive energy which begets courage, confi- dence, initiative and success. We want to make you feel the necessity of doing some reading, a little plain think- ing, and to make as clear as possible the important things that arc in- volved in the serious but very fine game of business. With business becoming with each succeeding day more and more of a science, it is high time to understand what is essential to it. Speaking of the subject of "Organized Business," a great authority recently said, "It is time even for business men to understand business." Again, the purpose of this course in Business Aflministration is, if possible, to meas- u: c the power and principles of business, to trace their ramifications, de- INTRODUCTION fine their elements, get hold of their vital fundamentals, and so compre- hend them, both in technical detail and as a mighty unit. And I am confi- dent we have done all this. I find that at the foundation, the machinery of business is simple, but whether it is plain or complicated, all who would succeed must make every effort to comprehend it thoroughly. All I care to emphasize at present is the great truth that knowledge, estab- lished and classified, is the basis of all business success. This is clearly established in this course of reading, and I am trying to incite your imagination in writing of its merits just as I would endeavor to enable you to realize it if I could talk to you personally right across my desk. The observant man can see clearly the things I am talking about, but to most men the mind's eye perceives not by observation, but only when the imagination is stimulated. So I would stir all men to look earnestly into these things, with a view to their personal betterment. Business is far more than business as it is corn- Business axioms monly understood. It is a science, and it is simple to the eager, practical minds of business men that understand we shall endeavor to convince first of that fact, and our reasons for addressing those principally concern,ed are especially good. Why? I have found that in writing about business whenever I was able to make the principles so plain that business men understood them, everybody else did, so it is to be expected that if business axioms can be made simple enough for busi- ness men to understand them, everyone will apprehend them. Every- body. And it is everybody that we are attempting to reach. For nearly thirty centuries men have recog- Knowledge is nized the concrete wisdom of Solomon's prov- power erb: "A wise man is strong; yea, a man of knowledge increaseth in strength." Yet we have been slow in making its application imiversal to the race. But we are beginning to understand that the power inherent in knowledge applies as well to commercial and industrial as to scholastic, political and social life, as well to the counting room as to the pulpit, as well to the shop as to the university, as well to the farm as to the bar. Knowledge is power and is the only source of real intellectual sovereignty that the Creator has ever entrusted to men. In conclusion. I would say that these words are addressed to the business men of America, and this designation includes the banker and his clerks, the farmer and his sons, the lawyer and the law student, the financier and the man who sells bonds and stocks, the merchant and his clerk, the accountant and the bookkeeper, tlie manager and his assist- ants — the ambitious young men of the Twentieth Century type, contem- plating the pursuit of any business, trade or occupation. CONTENTS INVESTMENTS AND SPECULATION. PART I. PACE Investments and Speculation. By Louis Guenther . Introduction — I. Defining Investment .\nd Speculation — II. The Intelligent Employment of Capital — III. The Earliest Investment — IV. How Farm Mortgages are Placed — V. The Influence of Loans on Money — VI. City Real Estate Compared with Farm Lands VII. Land and Real Estate Booms — VIII. The Multiplicity and Complexity of Bonds — IX. Govern.ment, St.^te and Municip.\l Bonds — X. The A.MAZING Variety of Railroad Bonds — XI. Public Service Bonds — XII. Other Bonds — XIII. Irrigation Bonds — XIV. Bonds in Mining Enterprises — XV. Ti.MBER Bonds — XVI. Guaranteed Stocks — XVII. Amortiz.jltion and Sinking Funds — XVIII. Bonds for Women and Estates — XIX. The Market for Bonds — XX. The Character of an Enterprise — XXI. Science of Specul.\tion — XXII. Efforts to Prevent Speculation — XXIII. The Mystery of a Balance Sheet — X.XIV. The Function of Exchanges — XXV. Methods of Trading in Stocks — XX\'I. Methods of Trading in Stocks (Continued) — XXVII. Operations on Other Exchanges — XXVIII. Panics— XXIX. Pools and Manipulation — XXX. The Promoter's Place in Finance — XX.XI. The Get-Rich-Quick Lure — 1 3 7 13 16 19 22 30 38 46 54 63 72 81 87 90 92 95 97 99 101 109 119 128 13R 146 154 16.1 172 179 188 198 PART II. General Principles of Investment. By George Garr Henry 207 Safety and Security. By John Moody 216 The Obligation of the Investment Banker to his Clients. By Allen G. Hoyt 231 The Study of Fundamentals and their Bearing on Security Prices. By Thomas Gibsox 236 CONTENTS FACE Market Movements of Securities. By Geokgi; (]akr I1i:nrv 250 Stocks and their Features — A Division and Classification. Hy John Adams. Jr 258 Stock Markets and Exchanges 281 Classification of Bonds. By Frederick Lowmiai tt 312 Growinjj Popularity of Public Service Corporation Bonds as Investment. By Thomas \V. Simmons 332 Forecasting^ Trade Conditions bv the Area Theory. By Roc.ER W. Babson . .' '. 344 Wall Street Phrases and Methods. P,y John Moody 370 Quiz Questions 381 INVESTMENTS AND SPECULATION. BY LOUIS GUENTHER. (Born London, England, 1874; son of Utto Guenther and Rosa Guenther; came to United States at age of three years; attended Public Schools of Milwaukee, St. Louis and Chicago; showed inclination for Journalism, publishing during his school days two different papers, one of which proved quite a success as a weekly; after leaving school entered into the general advertising agency business as a solicitor; branched out as publisher, establishing in 1S96 the .Mail Order Journal; in 1903, started The Financial World in New York to discuss investments in a manner that could be readily understood by the masses, resulting in estab- lishing a financial journal which l.as gained widespread circulation and in- fluence] PART I. INTRODUCTION. Every head of a corporation, every business man, in fact everyone employed in a responsible position and upon whose judgment the success of an enterprise largely de- pends, should provide himself with a general knowledge of the problem of investments and speculation. Investment and speculation are so closely associated with the well-being of trade that the two are inseparable. Figui'atively speaking they are the propelling forces gov- erning the money market, which in turn is the vital life- blood of business. This is an indisputa])le fact. It cannot ho denied. Many a UK^rchant and many a manufacturer who has mastered the problem of investment and s]ieculation has been able to put his knowledge to great financial advantage in his ability to foresee a di-ain upon the money market and its consequent effect upon interest rates by providing for all his banking accommodations long l^efore interest rates have hardened. So, also, have they been able by anticipating a dcjires- sion in trade to curtail expenditures and guard their credit accoimts from weakness. Such a knowledge prevents them from being caught off their guard l)y a sudden dropping off B.VII— I I 2 LOUIS GUENTHER in business. And, vice versa, tlicy are in a position to detect a revival in trade l)y the same Inironieter, the money market. As it is also tnio that business, whatever may be its nature, is a calling, i)urely confined to the makinu: of })rofits sometime or other, surplus funds are accunudated whieh are intended for investment. The intelligent and safe invest- ment of such idle funds requires a general knowledge of investment and speculation. Fortified with such knowl- edge the owner of surplus funds guards himself from se- rious errors. It inculcates in him the absolute importance of being guided by actual facts and not by hearsay advice of others. It can harm no one to know how to differentiate between investments and speculation; it can only benefit him. The author of Investments and Speculation in tliis series on Business Administration has taken an unusually dry subject and handles it in a style which makes it interesting reading. AMiile not a text book in any sense of the word it still exhaustively covers Investments and Speculation and its different phases so that it conveys directly to the reader's mind a thorough knowledge of the fundamentals of each. Not only will tliis l)ook prove a great lu^lp t(» all business men but e(|ually instructive to any who have an ambition to enter the banking or ])rokerage business. This reference book presents an exhaustive treatment of all phases of Investments and Speculation, furnishing the thoughtful reader with reliable information for guid- ance in business transactions. * I. DEFINING INVESTMENT AND SPECULATION. Dofiiiing the difference between investments and specu- lation will not prove an easy task, as there are no fast and set rules to distinouish the one from the other. Tlie lexicographers commonly describe the word invest- ment as follows: ''To lay out capital in the purchase of property for pennanent use as opposed to speculation." And then they state that speculation is: "To make a purchase or investment that involves risk in the hope of probable gain"; again, "As a more or less risky investment of money in expectation of considerable gain." It is plain to see that in each case the word means the employment of capital for gain. Broadly speaking there is no distinction between the two methods of laying out capital, beyond that made in the public mind by the meas- ure of risk involved. In human experience it has often turned out that such measure of risk has so changed, from what seemed, on the yesterday, to have been surrounded by all the safeguards against loss, as to embrace all the ele- ments of hazard on the morrow. This may appear rather a strange statement. Still it is an indisputable truth. A simple example will easily estab- lish it: For instance, there is no safer investment in the mind of the public than a government bond; at least so far as our own government ])onds are concerned. Suppose, how- ever, a government was conquered and its possessions in- vaded by the forces of a foreign foe, what would be the natural outcome of such a disaster? The securities issued by the stricken nation would rapidly decline in value, through the apprehension aroused among investors over the uncertaintv as to how the invaders would deal with the nation's creditors. They could, if they so desired, wipe 9 4 LOUIS GUENTHER the slate cloan of all debts, or they eould ediiipromise or thcv could ])ay in full. Yet, as long as it is not known just what the outeonic would be, the quotations of all the na- tion's ()l)li.irations would Huctuate violently. As securities, in reirard to the sai'ft\' of the funds invested in thcni, tliev could not properly l)e classilied as investments. Of course, such a turr of affairs with us is a remote contingeney. I mention it as an extreme possibility, mere- ly to emphasize my statement that there are really no im- nnitable rules which will make an investment an everlast- ing investment. Often, unforeseen events will reverse an investment into a speculation or change what at one time appeai'od a I'isky speculation t(^ a veiy desirable invest- ment. It was not very long ago, measured in years, when our govennnent bonds were looked upon by foreign investors as more or less a speculation. This was dui'ing the dark days of our Civil War, when it seemed as if (Jladstone, the British Premier, spoke the truth when he declared a new nation was born by the secession of the Southern States from the United States of America. The bonds then issued by our Government to raise money to carry on the war were viewed with sus})icion in England. Only the Cerman and French investors took kindly to our securities and then only after they were obtainable at bargain-counter terms. Nor does a clash in arms between nations always tend to have a serious effect upon their securities. It sometimes hap- pens that economic influences depress their values to such a degree as to make them a poor investment for those who placed their money in them when they were regarded as gilt-edged securities and were bringing high prices. This is what has happened with British consols, as the govern- ment obligations of the English nation are called. They have steadily declined in price until this year they have fallen to the lowest price in nearly eighty years. I shall not here enter into a discussion of the causes responsible for •INVESTMENTS AND SPECULATION 5 this abnoiToal decline in one of the premier securities of the entire world. I cite it only as another illustration in support of my contention that the dividing line between in- vestment and speculation is very elastic. What may be good today, may be worth much less to- morrow or even worthless. A mortgage upon a building or a parcel of land may be a very desirable investment. An upheavel of nature's forces may occur on the spot where the pledged land is located and destroy all the value in less time than it takes to write this paragra]">h. Did this not happen in Pompeii? Can it not happen again? The ashes of Vesuvius in a few hours swept into total destruction all the capital permanent- ly laid out in homes and in other structures of the doomed city. An earthquake attacked Messina only a year or two ago. AVhile Messina was not completely destroyed, the ca- tastrophe did irretrievable hami to capital permanently in- vested in property. And that capital, in the light of sub- sequent events, could they have been foreseen, could not be properly classified as being invested, since it was at all times subjected to extraordinary risks, risks such as are grouped under the term ''speculation," as commonly un- derstood. Men make values, not conditions; these they merely as- sist in making. As long as values are thus made, uncer- tainty, naturally, will surround them. If the human race ]^roferred stones as money, gold then would have no value. AMiat gives gold its value is its acceptance as a common and standai'd medium of exchange. Anyone will take it in retuni for some commodity or article he wishes to sell. It is the distinction mankind makes between the degrees of security which defines the division between investment and speculation. The foregoing is a demonstrable fact. It is popularly supposed that a bond or a mortgage is an investment because there is pledged to secure them 6 LOUIS GUENTHER some physical i)r()pL'rl\'. However, tins is uot always the case. The property securing a bond may ho worth all that it is represented for the purposes for which it is pledged, but, should it be employed for other uses, might not realize anywhere near the sum represented ))y the bonds. So also with a mortgage. There are bridges on some of our principal railroad sys- tems that were built with the money raised from the sale of bonds. As long as tlie railroads use these bridges and pay rental for -their use, these bridge bonds are desiralde investments, but, should the railroads abandon them, from where would the interest for the bonds come? The prop- erty, as old iron and steel, would never realize the capital invested in them. So might be the case with a mortgage on a water power plant. Tf the water sup]>ly should be- come exhausted there would be no need for the power i>lant and its machinery and the essential security which had made the mortgage a good investment would pass with the passing of the water. Investment of money is, therefore, wholly a ]iroblem of human judgment insofar as safeguarding it against what are commonly assumed to be extreme risks. In fact, it is in a sense a security which human judgment aims to keep free from all hazard as far as it can make tliis jtossible. It is taken for granted from the very begiuuiug that specu- lation involves taking chances for extraordinary gains. n. THE INTELLIGENT EMPLOYMENT OF CiiPITAL. It is best, under the circumstances, to eliminate from consideration all hazards to investments caused by the caprices of unforeseen forces and conditions which human judgment and foresight are powerless to control. As much as they may interfere with the intelligent em- ployment of capital, so likewise is their effect on the dura- tion of human life. It is as possible for a parent to feel certain beforehand that his new born offspring will reach the scriptural age of three score and ten, as it is for an investor, no matter how careful he is in his selection, to positively assume the absolute safety of the capital he has laid out in a given security. However, we do know, in determining the length of hu- man life, the average age reached when the simple rules of health are carefully followed, and no fatality, whether from accident or disease, intervenes to cut it short. So is it also the case with investments. Bv observing the ordinary precautions they can be safeguarded against almost every contingency except unknown eventualities. Large investors even go so far as to protect themselves against unexpected surprises. They diversify their in- vestments. That is, they distril)ute their capital among different securities. On a principle somewhat similar to this, the life insur- ance business is based. Instead of selecting their risks, life insurance actuaries have successfully worked out a standard mortality table. This table is wonderful for the degi'ee of its accuracy in determining the average death rate. Bv means of this mortalitv table life insurance com- 7 8 LOUIS GUENTHER panics can tell almost to the exact tipfure, the number of people out of every thousand who will die each year. Underlying their mortality table is one broad law, which is that each person, before being insured, must be physi- cally free from all traces of disease which can tenninate fatally. Still this is but the law of averages, only by an- other name. Althi-ecious metals. Even gold, the accej)ted standard for coinage among all th(^ ])rincii)al nations, is a w illiiig sul)Ject to the operations of this law. Some of our foremost economists contend that gold in re- cent years has been mined in such large (piantities as to INVESTMENTS AND SPECULATION 11 cause the higher cost of livinq-, and eorrespondiiiG^ly to re- duce investors' income. You will think this is a strange theory. You will also wonder how this can be ix)ssible. Still their conten- tion is logicaL The more gold there is, the greater is a peo- ple's purchasing power, and as it increases, the demand forces prices up. On the other hand, however, the income on a secured investment is fixed. A bond or a mortgage may have been purchased some years ago at a price to yield an income of 4 per cent annually, or $40 on each thousand dollars. At the time of the purchase the income may have been attractive. At the same time a suit of clothes mav have onl}' cost $30, a hat but $3, and a pair of shoes, $4. Five years hence the same suit of clothes may cost $35, the hat $3.50, and the shoes $5, but the investor holding a 4 per cent bond or a 5 per cent first mortgage derives no greater income, although his jDurchasing power is considerably re- duced. The peculiar conditions in England, France and Hol- land heretofore mentioned are recalled for no other rea- son than to show that the United States is assuming some- what the same characteristic. The investors of these countries for lack of opportu- nities at home pour millions of their capital every j-ear in- to the development of the resources of their colonies and of other countries. While our country is far from exhausting its almost unlimited resources, it has been apparent for some ^^ears to keen observers that the wealth of (Hir people is repro- ducing itself at such a ra]ud pace as to supply far more fresh capital than is needed at home and therefore every year finds us with a great deal of money to spare for invest- ment in other countries. We are taking our place side by side with England and France as a free and generous lender of capital to smaller but growing nations. Only since the close of the Spanish War has the United 12 LOUIS GUENTHER States participated with much older nations in lending money to Ja])an, C'liina, Mexico and the South American Repnl)lics. In less than fifty years, and of that more with- in the last twenty years, has this country attained that posi- tion of artluence which l're(|uent]y j)r(>mpts the reference to us as the land of a thousand millionaires. Yet beneath this phenomenal growth in wealth nuist be the intelligent emi)loyment of capital. AN'hat does this mean, but the mak- ing of shrewd investments ? Were this not a fact, we could hardly have financed the Civil and Spanish American Wars, built over )^)00,000 miles of railroads and double as manv miles of local traction and intcrurban lines, vast public im- provements, splendid harbors, and gas and electric light plants, opened up mines of coal, silver, copper and gold, built inunense refineries and smelting plants, and reared all about us industries, veritable industrial Goliaths in the great wealth they control and in the gi-eat amount of labor they employ. If George Washington were to come back to life, he would be lost in amazement at the changes wrought in this countrv, although onlv a little more than one hundred rears have passed since he was laid to rest at Mt. A^'nion. It would seem to hiui as if some wizard had visited the land and wrought this remarkable change. Yet this wizard has l)een none other than capital — money ])rolitably invested. TIave we not here a concrete example of \hc unifonn success of intelligent investment? Docs it not plaiidy indicate that where ])rudence is exercised in the diversification of investments, there need Itc little fear as to the outcome of, or regarding the safety of, the capital emploved ? III. THE EARLIEST INVESTMENT. Now, what are the types of securities which logically can be classified under the head of investments and are not speculative? In the first place, they are the securities which are con- sidered safe, both in respect to the capital invested in them and the income vield. In the second place, they are securities whose market value is more stable and are not affected by violent fluc- tuations as sometimes, and often, too, influence securities of a speculative character. The major portion of investments is composed usually of those behind which is pledged for their protection some physical property or a contract agreement guaranteeing the prompt payment of principal and interest by the issuing party and which covenant can be legally enforced as long as the debtor is in a solvent condition. However, there are some shares of stock in corporations and railroads which are regarded as investments because of the long period during which they have paid substantial dividends without interruption. It is therefore to be clearly seen that there cannot be too close a dividing line drawn to differentiate investments from speculations. In every case each must be appraised bv its individual qualities and not l)v a vard stick. A pledged security, that is, a security behind which there is some sort of lien or obligation to pay without reservation, may prove, in case of insolvency, not to be an investment but an outright speculation. As there are so many different kinds of securities grouped among investments, I have thought it best, for the sake of avoiding confusion, to start at the very beginning 13 14 LOUIS GUENTHER with tlio earliest known type of investment and in sequence describe each in its turn until we have run the entire fj^amut over. At the same time it is also well to summarize ])rieflv some of the elemental features liy which the conservative investor detennines in his own mind the degree of their safety as a security for his capital. Loans on fann lands are no doubt the earliest fonn of investment. This is to be supposed, since the first and pi'in- cipal occupation of civilization was ac^-iculture. Orii^a- nally, such loans were made in a most primitive way. When the human race was young and acquiring its first taste of civilization, it was the practice of one land o^^mer who pros- pered above his neighbor from the bounty of ]\lother Earth, to make loans of seed or live stock on consideration that he receive in return a certain portion of the borrower's next season's harvest or a certain munber of the offspring of the live stock loaned. But as civilization made progress, it was found far more convenient to settle for all obligations by the payment of gold and silver. Still in those early and primitive days, when the commercial relations between men and races were carried on crudely, lenders of capital were satisfied to ac- cept the pledges of borrowers as men of honor who agreed to pay their loans on a stipulated day or forfeit their land, cattle, implements or whatever they pledged to secure them. Out of such transactions grew the modern indenture. By this is meant the mortgage or contract whieh today legally binds the borrowers to reimburse the leiuler for a loan with a sti])ulated rate of interest and empowers the holder of the mortgage to proceed by law. or, as it is known, foreclosure proceedincfs, to take possession of the jjlcdircd pro])erty and dispose of it in order to protect himself against any loss of caj^ital and interest. The ])hrasing of moi't gages has undi-rgone consider- able changes. There was a time when the holder of a INVESTMENTS AND SPECULATION 15 mortgage could take possession of property upon default of payment and keep it all. Now, however, the law goes so far as to protect the lender in maintaining his full rights in what equities may exist over a loan. That is to say, every dollar realized above the face of a loan, the accrued interest and all costs involved by what legal proceedings are necessary to enforce pa^anent, revert to the lender. The mortgage today is a legal instrument devised to protect lenders of capital to the extent of their loans, interest due and all costs, but no fTirther. It does not give them any un- fair advantages over distressed creditors. Not onlv are loans on ac^ricultural lands the oldest of any we have a record of, but they have also proved the most satisfactory. Of the world's available capital a very large, if not the largest, portion is invested either outright or loaned out in farm land and other real estate, also in l)uild- ings and homes used by the world's population as places of domicile. Moreover, what makes loans so satisfactory when placed on the individual's home or farm is the fact that a man will go to extreme lengths and exhaust all his available re- sources to satisfy a mortgage and continue the prompt pay- ment of interest as it falls due, rather than lose the place he calls his home. Next to the immediate members of his familv, his home is dearest to him. This is whv such loans are regarded as having in addition to the physical assets 2)ledged as securities, another — the moral asset, the pride of the individual in keeping a roof over his family. IV. now FAUM MORTGAGES ARE PLACED. Our small interior banks are by far the largest lenders of capital on fann mortgages. Insurance companies come next and after them follows the private investor. Tliat this should be the case is largely the outcome of a com- munity of interest. Banks and private bankers in the small towTis and tillages which are the hubs for farming sections, must depend principally upon the tillers of the soil for their business. The deposits of the latter they in turn lend out to their customers on the only collateral the farmers can offer, their land, live stock or crops. These bankers also, knowing more intimately the value of the farm lands by which they are surrounded, feel a great deal safer about their loans when they are put out on such collateral. Yet their aggregate resources, and they are by no means small, have often proved insufficient to finance all the farm loans sought. In the North, South, East and West, everywhere, in fact, where there is found a prosperous farming conunu- nity, there are also located brokers who do nothing save to make loans on farai mortgages, which in turn, they sell to institutions and investors, for whom also they act as agents for the collection of interest and principal when the mort- gage matures. The l)aTiks also frequently find it to their pecuniary advantage to let outside investors have part of their fann mortgages, for the more often they are able to tuni over their loanable funds, the more money can they make. The large insurance companies, on the other hand, are impelled by two reasons in diverting part of their large resources to farm loans: The first is the necessity to diver- sify their investments, and the second is that the legal rate 16 INVESTMENTS AND SPECULATION 17 of interest in different states varies to such an extent that it affords them the opportunity to increase their income yield on all their outstanding investments. For example, the legal rate of interest which may be charged by lenders of money in Illinois is 6 per cent, but in Georgia it is 8 per cent, while In some of the far western states as high as 12 per cent can be demanded. This dif- ference in the rate of interest borrowers must pay is not brought about, as would seem to be the case, by any va- riance in the degree of safety in the collateral they furnish, but is determined bv the abundance or scarcitv of avail- able capital. Such states as New York, Illinois, Indiana and Massachusetts are more fortunate in the abundance of capital than less favored states and this is what makes it possible to borrow at a smaller rate of interest than in the less populous states. In fact, in these more settled communities, capital, in its eager hunt for desirable loans, comes so much in keen competition as to offer itself at less than the interest which the state has fixed upon as legal. Thus it happens that in Massachusetts, Illinois and other eastern and central states, the owners of fertile and pro- ductive faiTns can, without difficulty, obtain loans on a 5 per cent basis. Although Georgia may have lands whose out-turn of cotton and other crops indigenous to her soil will bring as much profit as the wheat and maize of the loamy, black belt of Central Illinois, her wealth is not sufficient to fi- nance all the needs of her people and she must provide a legal interest rate attractive enough to draw to her capital which is bevond her borders. Therefore, it is an axiom that the less populated a state, the smaller her resources and the more are her people dependent upon capital from the outside, for after all, money is but a commodity to be bar- gained for and which lets itself nut at the best price ob- tainable by its owners. In different states the rules vary as to the extent that B.Vll— J 18 LOUIS GUENTHER loans may be made on farm property. In some places where farm lands, because of their productivity, are in eager demand, money may be ])(U'rowed on them up to 60 and even 70 per cent of their supposed market value, where- as in states where the farms are still comparatively new and which lands capital believes are not as readily saleable in the event that thev must be sold to satisfv the loan, their borrowing capacity is restricted to a much lower percent- age. It is the demand for the land which determines the equities insisted upon before a loan is obtainable, and not so much the fertility and productiveness of the land itself. So also is it true of the interest that is exacted from bor- rowers. Without a brief mention of an interesting development in the placing of farm mortgages, the history of this form of investment would not be complete. I have in mind the large business that is done in faim mortgages today among the class of smaller investors who, while not in a position to purchase such securities outright, are still fa- vored with an opportunity to place their capital in them. From the demand of the smaller investor for farm mort- gages as their ideal type of security, large companies have come into existence which sell notes of their own, secured by farm mortgages. The capital they obtain from the sale of their obligations, they place out in farm mortgages, which mortgages are in turn deposited with some trustee as a security for their j^lodges to their clients. Tlies(» notes are quite often laiown as debenture ])onds and sometimes they are otherwise designated, as, for example, a large western concern distinguishes them from its competitors in the same business, as land grants, although they are in form alike and are sold in as small denomination as .$100. These institutions have made it so attractive to small investors as to make it possible for them to purchase the notes by making a partial payment and paying off the balance in easy periodical payments. V. THE INFLUENCE OF LOANS ON MONEY. At times the borrowiug requirements of our farmers play a very important part in our economic life. They must move their crops, and money alone is what will do this. Tims it happens, that, around harvest time, the interior banks find it necessary and profitable to advance money to fanners on their notes, secured by their crops, until they can send the produce to the central markets. It has often happened that these loans have been pre- cursors of a tight money market at a time when the avail- able capital of the country has been insufficient to finance both the movements of the harvest and the expansion of industry. ^Miile a tight money market may be produced by other causes, more often it is superinduced by this annual crop demand upon the resources of our banks. AMien this effect is produced in our financial centers, it is called a pinch in money. No doubt you have heard of the temi. As a business man and accustomed to negotia- ting loans at your bank, possibly you have personally felt its effects when vour banker informed vou that it was nee- essarv to increase vour interest rate until monev became easier. By advancing interest rates, bankers aim to keep do^^Ti loans within their available resources. Our peculiar bank- ing structure is responsible for a condition which spares none of the banks from the effect of the tiglitness in money. Our banks depend one upon another. Their interests are so closely inter-related and co-operative, that, like tiers, they are ])uilt one on top of the other, the largest institutions at the bottom; the smallest at the top. How this is possible, I shall proceed to illustrate. Un- derlying the interchangea))ility of banking credits, which 19 20 LOUIS GUENTHER is but another name for the transaction of business betT\'een banks by check, are what are known as reserve centers. For our national banks, wliicli are the institutions char- tered by tlie National Government, certain and principal cities like New York, Chicago, Boston, St. L<»uis, Cincin- nati, etc., are selected as reserve centers. Custom and con- venience alike have made them also reserve centers for state banks, trust companies and private bankers. Tn the banks, at these points, it is the practice of in- terior banks to maintain deposits on which to issue checks and drafts. Customers are constantly sendinc: monev to these large commercial centers, and it would prove rather inconvenient and also expensive, every time a demand was made upon them for a remittance to these centers, to ship the actual currency. Hence the funds they keep on rlp]^osit in the larcfc reserve centers. The banks in the reserve centers usually allow interest on the deposits of other banks. To pay it they in turn lend their deposits out in such manner nuwn in all financial circles as lending: on call to distin,e:uish loans of this character from time loans. Call loans are different from time loans, in that as the principal can be demanded, in the discretion of the bank, at twenty- four hours' notice to the borrower, time loans. cover a defi- nite period of time. Wlior(» there is such discretionary power vested in the banks over a certain form of loans, it is readily ajiparent what influence may be exertcnl over tlir money market when in the fall there arises a demand by the country banks on their deposits held in the banks in the reserve centers. This is often so heavv as to be bevond the abilitv of the reserve center banks to care for comfortalily. One may also readily understand the solicitude of financiers and stock market speculators over this periodical drain and why they so studiously watch for any signs of its advent INVESTMENTS AND SPECULATION 21 and try to forecast its effect, since it means so much to them in the success of their operations. A great deal of money is borrowed in the large com- mercial centers on call, not always willingly, for bankers will not lend heavily except in this way. Speculators are also often forced to finance their operations with such loans and therefore it behooves them to keep their thoughts on the pulse of the money market, to prevent being enmeshed in a money pinch. The har^^est call for funds has caused call money, which could be l)orrowed only a few days previously at as low as one to two per cent, to mount up and up until it has reached as many hundred per cent per annum for its use for a few days. The interior banks keep drawing on their deposits until their depositories, to maintain their own deposits within the legal requirements, are forced quickly to run up the rate of interest, to force the liquidation of loans un- til their cash position is again a comfortable one. Of course a tight market is not always superinduced by the withdrawals of deposits by the outside banks. Cap- ital may be in such abundance at the time as to make the drain scarcely perceptible. It is only when the li(]uid cap- ital is not sufficient to go readily around among all classes of borrowers that it makes itself felt by such a phenom- enon. When such al)n()rmal interest rates as mentioned pre- vail, s]je('ulation is I'ather i)recarious and unattractive, ex- cept to those who are sellei'S of securities, and need not borrow monev, since onlv in rare instances do the seen- rity markets escape a severe decline in prices when r-all money commands a high premium of interest. The above serves to illustrate the intimate relationship between the rural community and the city — how much the one influences the other through the flow of capital be- tween them and how essential thev are one to another. VI. riTY REAL ESTATE COMPARED WITH EAKM LANDS. By no means is it as simple to wisely select investments in real estate in large cities as in farm lands. AVhere once a tliuruugh knowledge about the fertility of agricultural land and its nearness to a market has been gained, there is a fair basis for safelv determinim? its value for either the purpose of outright purchase or as collateral for loans. But it is necessary to apply different methods to city property. Location, conditions, the density of pt)pulation, as well as other factors peculiar to each urban conunu- nity, have much to do with its value. LTnder favoralde con- ditions and environment a parcel of city land may under- go a phenomenal appreciation. Again, changes may occur to cause a sharp decline, especially where property has gone up too rapidly. Real estate booms are not always the healthiest thing for a comnumity; sometimes they peter out fast. The congestion of population in certain localities has been remarkable, so mueh so as to result in making the owners of property fabulously wealthy. That was because the land, being a stationary quantity, always located in the same place, had to serve the requirements of a multitude instead of a few. It stands to reason that the more the land is required by a population, constantly growing in density, the higher prices will it command. "We see and we wonder at the prevailing tendency, so noticeal)le in our large cities, to build high up in the air. But this is not strange or something to marvel at, for where land has })ecome valuable, as happens to be the case in our many large cities, it has become, from an economical stand- point, much cheaper to reach up than to spread out over the ground. INVESTMENTS AND SPECULATION 23 Nowhere else have wo a more graphic ilhistration of tliis developniont than in Xew York City, situated, as it is, on a small island, its boundaries restricted on all sides by water. Almost all the available property is already oc- cupied. The city's area is insufficient, and each year grow- ing: more so, to provide comfortably for the density of the po})ulation, with the natural outcome that the city has l)e- come a city of skyscrapers, each one vicing with the other in a frenzied effort to pierce the clouds with its altitude. Nor are all these tall structures confined exclusively to the business sections. Residential property has also be- come scarce enough to force the community to erect row after row of tall aj^artment houses, providing homes for hundreds of families as a measure of relief from the press- ing demand from the population for living quarters. Sim- ilar conditions, although in a lesser degree, prevail in our other large cities. AYliere land is in such great demand, as is the case in New York City, the natural evolution will be for a con- tinuous enhancement in value. To what astonishing lengths this appreciation can sometimes reach is startling- ly illustrated by a sale made a few years ago of a small piece of property in the financial district of New York, barely large enough for an ordinan^ sized dwelling, at a price unheard of before — a price of $600 a square foot. By erecting on this property a tall office building the invest- ment was made to pay. It was not difficult to till the struc- ture with enough tenants willing to pay rents high enough to bring a satisfactory inconio on the money put into the building. Ft^ur hundi'od years back, what only one square foot of this ])roperty brought W(Mild have purchased the whole island of ^Tanhattan, for the value of the trinkets Peter ]^rinuet turned over to the Indians in order to acquire pos- session of it, was hardly worth more than $nOO. Yet were this land not serving a dense population and situated where 24 LOUIS GUENTHER it could not bo used for anything else than agricultural pur- poses, it would be almost worthless, as it is incapable of producing any vegetable life, so rocky and barren is the soil. The growth of our urban population has opened a field for the exploitation of capital <>n a scale, the uiairnitude of which is almost inconceivable. Tt has nuuU' it jilmost compulsory in the purchase of a great deal of such real es- tate to depend in n large measui'e on borrowed capital. Sa^^ngs banks especially, find it ])rofita1)le to jilacc a greater part of their deposits in loans on city property in the fonn of first mortgages. But as a safeguard they C(iu- fine their loans to improved jn-operty already used for either business or residential purposes and bringing an in- come. The savings banks are restricted by law to such loans to prevent their deposits from being tied u]^ in property not producing any revenue. The idea is that this last- named class of property is not quickly saleable. Where the individiial investor places his cajMtal in loans on city real estate, whether he assumes the entire loan or ])ut part of it, he sh(ndd exercise the greatest care in select- ing the property which is to serve as his collateral. The title to the property should be without a tlaw, (►therwise a cloud will be upon it, acting as a bar to its free and quick transfer. AVithout a clear title no l(»an should be made. Again all loans ought to be confined to a certain pro]ior- tion of the appraised value (^f the property to provide a sufficient equity to protect the loan. Real estate values can easilv be ascertained. This information is readilv acces- sible, for every city keeps a careful record, for the purpose of collecting taxes, of all transfers of property and these records are open to inspection. Even here modern methods have simplified this neces- sary work of investigation. Tn every city of importance, institutions have grown u]) which make it their business INVESTMENTS AND SPECULATION 25 to search real estate titles and for which service they charge a nominal fee. Their records are so complete that their abstracts of title are accepted without question. When they guarantee their titles, as most of these companies will, they insure their clients against loss from any flaws. They have reduced the work of searching titles to a degree of accurac.v that today few buyers of property or few loans are made unless the titles are first guaranteed by them. As for the borro\\'ing capacit}" of real estate, this is largely determined by its location. This relatively in- creases, the nearer the land is to the center of business and to transportation facilities and conversely decreases the further awav its location. More monev can also be bor- rowed when there are improvements in the form of build- ings upon property, for the probabilities are that such real estate is alwavs more readilv saleable and is more likely to enhance in value as the population increases, assuring a quick sale in case it is necessary to find a buyer in a hurry. Of all property, outlying suburban real estate is the most unsatisfactory collateral, as it lacks these essential require- ments. The capital which finds its way into real estate invest- ments is drawn from various sources, coming alike from large financial institutions, from wealthy individual in- vestors and from the humble and thrifty masses. There is an enormous business transacted in real estate mortgages. To serve investors who are not able to buy mortgages out- right, large financial institutions have evolved what is called a first mortgage real estate bond. These bonds they guarantee, both in regard to the money invested in them and the interest. This, thev can safelv do, as thev first ' *■ «. / ft. thoroughly appraise the value of the property on which these bonds are a mortgage, and satisfy themselves re- garding the titles. In New York City there are several of these concerns which have behind them resources in ex- cess of a hundred million dollars and in no case has there 26 LOUIS GUENTHEK ever boon a (Icfanlt in tlio paynifiit of priiici]inl or intorost in the niort£!:a^^o ])()n(ls behind whieh stands tlieir trnar- antoo. This merely servos to show how earefnl they are witli tlieir loans. Their mortgage bonds are sold at a fignre prodncing an ineomc ranging between 4h and 5 i)er cent, as they are a part of a first mortgage loan and the laws of safety and prudence exact that such loans be confined to desirable property. There has also developed, as a result of the large operations in real estate, corporations offering investors somewhat more inviting inducements for the use of their capital in extending their operations in real estate. A num- ber of these companies have been very successful and their securities are favorably received in conservative financial eircles. Their securities are kno^^Tl as debenture bonds. They are uot first mortgage bonds, 1)ut merely uotes of these corporations and of course, to make them attractive, they are placed on a 6 per cent income basis. Some of the younger real estate and holding corpora- tions even fix the interest on their debenture bonds at a more attractive figure, but it is well for the investor to re- member that his risk increases in proportion to the more interest that is ]^aid on his money. In normal times it is not difficult, in a large city, to raise money on real estate for anywhere from 5 per cent to 6 per cent even when it is located in the outlving sections and anv hii^her rate should be carefully scrutinized. As real estate debenture bonds have no other security behind them than the credit of the corporations issuing them, it is advisable to inspect carefully their financial condition. The conservatively managed com]iauies are aware of the need to inspire confidence in their (obligations if they are to find a ready market for them and to beget this confidence they make known their actual financial con- dition at least once a year, some of them even going beyond merely publishing a balance sheet. They employ chartered INVESTMENTS AND SPECULATION 27 accountants to certify to tlie correctness of the different items of assets and liabilities, and reliable real estate ap- praisers to check over their real estate holdinc^s to assure their bondholders aiiainst the likelihood of anv inflation or reckless management of the funds intrusted to their care. It is well for the purchasers of the securities of the nu- merous real estate concerns, to insist not only upon a com- plete financial statement of their condition, but likewise upon the location of their properties. In recent years quite a number of these concerns have spruno- up, some of which are by no means conducting their business ah^ng conserva- tive lines. Their real estate holdings may be situated in the outlying suburbs, considerable distance from transpor- tation facilities; their value may also be inflated, as there is no check upon their appraisals where no independent estimate has been made by competent real estate experts. Some of these concerns, with an idea of inspiring con- fidence, have christened their securities with high-sound- ing titles such as, for instance, ''participating bonds," ''mutual profit-sharing bonds," and the like. Names do not impart security. A number of such securities, after a per- sonal investigation, have been found as hollow as a bell. No first mortgage real estate bond should be accepted as such unless it is so stipulated on the face of the bond and in the indenture of the mortgage. There are second and third mortgage real estate bonds, but they are graded as more speculative, as they are but a lien on the value of the equity above the first mortgage. This should suggest what care should be exercised in their selection. While some of these mortgages may be perfectly sound, in trouble- some financial periods they are not the most desirable class of securities to hold, especially when they are a lien on out- of-the-way real estate. Unless such mortgages are secured bv centrallv lo- cated property, with a lil^eral margin of value above the underlying mortgages, banks will hesitate to lend any 28 LOUIS GUENTHER money on them, while savings banks are restricted by law in most states from considering such mortgages at all as collateral for loans. Second and third nidrtgages are largely the creation of builders. To make it as easy as possible for buyers of homes to pay off their obligations, they undertake to carry a second mortgage payable in a year or more. Tt is in this way builders principally finance themselves. I know of an instance, illustrative of how undesiral)le are such moi-tgages, where a woman in the panic of 1907 was compelled to pay a bonus of $100 to renew a second mortgage of $1,000 on a substantial home in Brooklyn. Her interest for one year, including this bonus, came to 16 per cent. This is fairly indicative of the element of risk that capital considers it assumes on such obligations. Large office l)uildings, factories and apartment houses are being financed more and more with outside capital. A ])lanket mortgage is placed on these structures and then s]>lit up into an issue of bonds in small denominations. These bonds are then offered investors on an attractive basis. This class of ])usiness is growing in large propor- tions. Conservative bankers find it profitable, and the bonds, when issued within proper restrictions, are an ex- cellent security for tlie medium grade investor. lieasehold lt<»nds nvo tlie latest form of real estate bonds. So far, they are a security largely confined to New Y(U'k City, where ]iro])erty lias become too valuable for their owners to sell it outright. The Astor, Cioelet, Hhiuelander and other large New York estates owning valualde tracts of land in the heart of the city follow the system of leasing their ]u'o])erty for a term of years, at a sti]>ulated annual rental. The ar- rangement is made by the leaseholders that the im]H'ove- ments they make are to be turned over to the owners of the property at the expiration of the lease for an agreed sum. Leaseholds arc transferable in the same manner and INVESTMENTS AND SPECULATION 29 form as arc deeds. Bonds are also issued against tliese leaseholds, but for the protection of the investors, they should mature before the lease expires and there should be set aside a certain portion of the revenues each year as a sinking fund to retire the bonds when they fall due. The outright purchase of real estate must be largely determined by location and the income it produces. No general rule can be laid down. However, it is advisa1)le under all circumstances, before buying real estate, to make a personal investigation of the property or employ a capa- ble, experienced and honest real estate agent to make an ajtpraisal of its value. Where this is done, there is slight danger of making any serious mistakes. \\\. LAND AND Iv'KAL i:s'|\\TK 1500MS. AW' (uiL;lit not to ])e too hasty in deprecating, as we are often inclined, the periodical onthnrsts of speculation in land in this country. This is a healthful symptom of a growin<]^ nation's strong vitality, which, impatient of ex- l)anding norninlly, att('ni])ts to si^rcad out witli Icajis and honiids. W'liile it may be ti'iie, that trying: to forge aliead faster tlian our resources permit brings exhaustion as a penalty mitil we can again take breath to catch up with the fast pace set, the l^enefits of a i^ennanent character i-esulting from extensive speculation in land cannot be computed. Without the speculation it is seriously to be questioned whether this country would have grown as ra]>i(l]y as it has ill the last fifty years and the (In^at "West become so densely populated. There is always the strongest sort of incentive for the development of new agricultural re- sources behind every boom in land. The peo]>le who ])ar- tiei])ate in them are made \\\) largely of farmers who are not satisfied merely with the j)urchase of new farm lands to hold them for an increase in their valu(\ 'V\\vy J)uy more to operate and make their "jirofits out of the larger crops they ex])ect to raise from a more pmlific soil, liecause it has not ])een worked over and over again. \Vhei*e, too, men flock, there follows the railroad and other conveniences which ai-e necessary to a growing conmiuniiy. New towns s])iMng up and a demand for new industries d(n-elo])s, which capital is always ]ir(j)arcd to su]i]iort when it sees there is a necessity for them. Tonsidering the general •l)enefits arising from land booms, we can, from a i»road standpoint, well afford to suffer what temporary ill effects follow in their wake. 30 INVESTMENTS AND SPECULATION 31 Nor is it a racial instinct 2)cculiar to ns as a people tluit we become occasionally obsessed with a blind belief in the possibility of makino- a great deal of money quickly mit of land throngh an immediate increase in values. The same trait may be detected in the people of most of the other nations whose agriciiltiii'al resources have not l)een full}' developed. It is true that the Pilgrims who came over in the Mav- flower sought our ^lassachusetts shores to escape religious persecution, but those who followed them in a steady and constantly growing stream, were impelled l)y a wholly dif- ferent reason. The letters the Pilgrims sent ])ack home telling of the bounteous returns their farms in the new world brought forth, inspired others to tempt fortune in the larger opportunities the New World had to offer. The same was true of the Dutch who settled in New" Amster- dam, now New Yoi'k, and of the Cavaliers who estaldished themselves in new homes in Virginia and other neighbor- ing southern states skirting the Atlantic Ocean. Aside from his occupation, the farmer is as instinctive- ly human as are his brethren in the large cities. He wants to make money. If he can dispose of his fami at a good profit, there is a strong inclination in him to take advan- tage of such an opportunity. Such chances, farmers in our more densely po])ulated states have had in plenty. In comparing the statistics with respect to the value of farm lands in the central and western states east of the Rocky Mountains, shortly after the Civil War, with those of pres- ent values, we are struck forcibly with the phenomenal en- hancement that has taken ]-)lace A\'ithin this comparatively short period. Fanns, which in the early seventies could have been had for fi-om ^10 to $15 an acre, are not now obtainable at less than $100 to $125 an acre. Even within the memory of the rising generation, startling in- creases in land values have taken ]^lace. The opening of the Sioux Eeservation m South Dakota is a case in point. 32 LOUIS GUENTHER Tliis was barely fifteen years ago. The settlers who flocked to this reservation when the Government opened it, were able to buy the land for a triflini:^ sum per acre. Although now cultivated, this very same land changes hands at jDrices varying from $60 and upward an acre, while lots in the new towns which grew u]) in what was then only a grazing country, which might have been had for a few dollars, have increased in value from 100 per cent to 1,000 per cent. Thus it was also wjth Oklahoma and Indian Territory. When these new territories were opened for settlement, land was extremely cheap, but the pioneer fanners who lo- cated there have become rich from the soil's fertility and the rise in values. "Within the last few years, however, we have witnessed a remarkable change in land speculation. There has been a steady migration of American farmers into the new wheat belts of Canada. Those who have watched this move- ment estimate, and their estimate is considered conserva- tive, that at least 300,000 American farmers have gone into Manitoba, Alberta and Saskatchewan, to establish new homes for themselves, having heard all about the possibil- ities of raising large crops in these lands. Rapid exten- sion in railroad building has followed in their foot-steps to provide adequate transportation facilities for the move- ment of their crops. But this migration to a neighljoring eountry, eml)()dies no unusual aspects. There is a good reason for it. Most of the natural arable soil in the United States has already been taken up and exploited: there remains but very little new land available, that is, adaptable to the money-mak- ing opportunities associated with new and virgin lands. What will be the result? Henceforth we are less likely to witness again such wides]»read land booms, such as marked so conspicuously that ]ieriod of our growth between the seventies and the earlv nineties. The value of our arable INVESTMENTS AND SPECULATION 33 lands will, of course, continue to increase, but this increase will be on a more uniform and conservative scale because of tlie restricted opportunities. If we are to see, from now on, any speculative opera- tion on a large scale, more likely it will take place in ir- rigated lands. Here we begin to see, thus early, many of the aspects which markedly distinguished our early land booms. Irrigation, as the name distinctly defines, is arti- ficial fanning. It means bringing to arid land what it most needs to make it fertile, water. Where water has been plentiful, this form of farming has proved very profitable, in some districts crops being raised in proportions impos- sible on arable farm lands. The Government and private capital are working hand in hand to reclaim a great many millions of acres of arid land capable of being properly irri- gated. As fast as this arid land is put in shape to be avail- able, there will develop a growing demand for it and as a result of this demand, there will arise considerable specu- lation. There is now being attemi)ted the experiment of draining swamp lands to meet the cry for more land in this countrv. The demand is for more land to raise the common necessities of life for a continually increasing pop- ulation. So far we have considered only broadly the beneficial effects of speculation. For guidance, though, to the indi- vidual wlio may regard with favor the speculative oppor- tunities in the purchase of land, the proposition must be considered from a different and more specific viewpoint. Unless one is thoroughly familiar with the science of farm- ing, he is apt to blunder seriously in making an investment in farai land, for not all land is always what it is repre- sented to be. Associated with every land boom is the vio- lent tendency to rush values upward, far ahead of the pur- chasing power, and in consequence there is always a great danger of buying at the crest of a speculative wave and the buyer may then find himself with property on his B.VII— j' 34 LOUIS GUENTHER linnds wliicli ho iiiav have to hold for some rears l)efore he has chance to a^aiu ^et lid df it at a profit. Meaiiwliile liis iiivestnicnt yields no income snch as capital is supposed to ]trodnce to be ])rofital)ly employed. Tn addition he suf- fers a direct loss, for taxes must he ])aid and im])rovements made from time to time, all of which call for the outlay of more capital. It may even happen that he may never a^ain see the price his land cost him. There are many lo- calities where this has been the fi^eneral experience. A\'ith a person who Iniys fann land for the purpose of cultivating it, there is not this danger, lie can make his property produce an income while he is holding it to resell at a profit. AMu-n buying land, whether for investment or speculation, it is always the safer course, where it is at all ix)ssible, first to visit the land and make a thorough in- vestigation, not only with regard to its fertility, but to ob- tain a fair idea about the value of neighboring fann lands. AVhere this is done, the danger of buying at inflated values is very much lessened. If a personal inspection is not pos- sible, the very next best step is to depend upon some one familiar with farming, and whose judgment can be de- l^ended upon for advice. But the very best thing for a per- son who is himself incapable of cultivating a farm, is to forego such s]K'Culative opportunities, for th(^ risk is al- ways the greater where one has the least knowledge abcnit the character of the speculation dal)l)led in. If is impossible to elaborate in detail nn the di ff (»rent ])hases of s]^eculation in land within the restricted space within which I am allowed to cover such a broad subject as is contained under the heading of "Investments and Spec- ulation." T c.iii onlv discuss it in the broadest light and attempt to lay down such general rules for guidance as are the UKtst impoi'tant, but I could not com]ih'te tliis section without touching u]ion the many schemes launched from time to time to intc^rest ca]iital in co-o]ierative farming. So far as I can detennine, only a few such plans have INVESTMENTS AND SPECULATION 35 proved profitable to those who have pUieed their money in them. There have been plantation schemes innumerable, launched in the last few years, a great many 'in Mexico, some in other tropical countries. These plans appear feas- ible enous^h. The idea is to cultivate one big plantation and divide the proceeds from each hai'^^est among the many different owners who are the certificate holders. The main trouble with most of these enterprises is that they begin with an excessive capitalization, representing more than the land can possilily be worth even many years hence. Where this is not the mistake, the chief trouble lies in in- experience in handling a plantation. Overseers are em- ployed who know little about the climatic conditions and about raising the crops indigenous to a tropical country. One might as well transplant a native of Mexico or Yuca- tan to an Illinois farm and expect from him the same de- gree of efficiency as a farmer accustomed to the soil and methods of cultivation. Ruliber plantations are also plen- tiful but financially they have rarely proved successful. All phases of farming seem to have defied so far all efforts to reduce it to a co-operative basis. It still remains an in- dividual science. Of late there has appeared a tendency to concentrate the ownership of large agricultural properties in tliis coun- try into stock companies. In the Northwest there have sprung up orchard propositions in wliich private investors are solicit(^d to take "units," each unit re])resentinu: tli<^ ownership of either one or a given inniilx'r of acres, and the proceeds from the fniits raised on the property arc apportioned among the unit holders. Tliis idea is a new one. It is yet too early to judge whether the ])lnn can bo made a permanent success, financially. So far it has ])cvn experimental. The idea, however, is Ijcing applied to other products of the soil, to oranges, to bananas and even to nuts in the South. I have even become aware recently of an ambitious plan to operate a large wheat farm in Canada 36 LOUIS GUENTHER on the same lines. But I still hold that the most profitable fanninjj; is that where the owner of the land directly sup- erintends the cultivation rather than delegates it to stran- gers, who cannc^t be expected to have the same interest in its success as the real owners. Suburban real estate is and always will be a jxipular outlet f(>r the speculative inclinations of a comnuniity, l)e- cause there considerable money has been made out of such property by those who were either wise in their selections or fortunate. As a city grows in population the tendency is to spread out on adjoining lands. Considerable money is also lost in such speculations. Take, for example, New York City. As the city is constituted at present, it covers five boroughs, including Stateu Island. Boomers of New York City suburban properties will so word their an- nouncements as to convey the ini})ression that their prop- erty is a part of the city proper, when this is far from the case. How much one may be deceived is shown by an il- lustration coming mider my notice regarding two small suburbs on the Long Island Railroad. One of these places is 36 miles distant from the City Hall, the other but 29 miles; yet the price placed on lots in the suburbs furthest away averages about $200 a lot, whereas lots of the same area in suburbs nearest to the city and having equally good transportation facilities and requiring less time to reach, are to be had at less than $100. Here is an object lesson which requires no further discussion. The same inflation can be found in suburban real estate outside the limits of most of our large cities. Chicago, when it had its suburban real estate boom, ])revious to the World's Fair, was similarly afflicted and lots bought in some of the mushroom outlying settlements have never agaiu seen their first offering price and are likely never to see it again, as the path of the city's growth has not extended that far or has gone in different directions. Suburban real estate, or even city real estate proper, should never be INVESTMENTS AND SPECULATION 37 purchased on mere say-so or description. It should first be visited by the purchaser, who at the same time should spend a little time looking- into property values in the neighor- hood and finding out about transportation facilities. It is the last-mentioned which makes the pro])ei'ty and lays the foundation for an increase in its value. The people who live in the suburbs do so for economical reasons. They can build their homes and maintain them cheaper than in the city itself. But they nuist have quick transit facilities to and from their occupations. Along the principal avenue of the movements of this element of the population, real estate will always prove profitable speculation. The science lies in finding where that is and then getting prop- erty on a reasonable basis of value. Ym, THE :y[ULTTPLTCTTY AXD ^O^rPLEXTTY OFBOXns. It is only possible to fonii a clear conception of the many different types of securities marked as bonds on the shelves of investment dealers when they are cfronped one after the other in their order of importance and marshalled before the mental vision. "We may then gain a fair idea, not alone of their variety, l)nt of their mnltiplicity, and from that realize how their complex character can confuse investors unless they are thoroughly posted in this line of investments. There are first mortgage bonds, second mortgage bonds, third mortgage bonds and, on some of our large railroad systems, even fourth mortgage bonds, each, in its tuni, be- ing secured by a lion on the propei^ty of the railroad in the sequence of its issue. To make it plain, it is best to de- scribe in the beginning what is meant by a mortgage bond. In character it is not different from a mortgage on a parcel of real estate, except in the respect that a real estate mort- gage is usually owned by one indi^^(lual, whereas there are hundreds and often thousands of investors interested in the same mortgage issued by a railroad or some other large corporation on its property. Tlie way this is brought about is as follows: First, a mortgage for the amount of the loan is properly drawn up and recorded; then, in turn, it is regis- tered with some trust company which acts as a trustee. Ponds are issued in certain denominations against the mortgage. Tlie denominations are usually m amounts of $500, $1,000 or $r).000. TTowever. there is nothing to pre- vent their being in $10,000 or $20,000 or even for as small a figure as $100, as this is a matter largely left to the dis- cretion of those bankers who arrange the bond issue. Cus- 38 INVESTMENTS AND SPECULATION 39 tom, however, with us, has larj^ely favored $500 or $1,000 bonds. To more widely distribute bonds among smaller in- vestors, bonds of $100 denomination have lately been in- creasing in popularity. Each bond represents a direct interest in the mortgage for exactlv the denomination it calls for; that is to sav, the borrower has j^ledged certain collateral to guarantee the payment of the bond upon the expiration of a given period of time, together with a fixed per cent of interest each year, payable on demand, either annually, semi-annually or quarterly. The difficulty of borrowing considerable money from one or a few individuals in large transactions can l)e read- ily appreciated. Thus, to facilitate borrowing hj large en- terprises, modem finance has evolved the scheme of split- ting up the loan in so many integral parts, each part con- stituting a bond. The Pennsylvania Kailroad, for example, has outstanding against its main line, a first mortgage of $100,000,000. Xow it is not possible to raise such a large sum from one individual; therefore it is obtained throu2:h many, by the means of bonds, as has already been described. There is one trustee, usually a responsible trust comjiany, with whom the mortgage is lodged. It is the mission of this trustee to safeguard the holders of the bonds by carefully scinitinizing the indentures of the mortgage to ascertain and satisfy itself of their legality, and furthennore that the collateral described as securing the mortgage is all safely pledged and that there are no flaws. The same trust com- pany, or it can be another, acts as the registrar for the bonds. Its duty is to exercise proper supervision that not more bonds than the amount called for by the mortgage are issued. The bankers who have taken the bonds, pay to the tnist company, the price agreed upon anrl have the bonds authenticated by the registrars, each bond being stamped, or there is engraved upon it the statement that it is a certain fraction of a number of fractions, the whole 40 LOUIS GUENTHER together representing the amount of the mortgage. This is to prevent an over-issue. The full terms of the mortgage are seldom engraved upon a bond. They are usually printed separately in the sliape of a pamphlet; the actual mortgage is tiled with the trustee. The printed copies are for the pur^^ose of distribution among investors. Attached to the bonds are small coupons. If the inter- est on a twenty-year bond is made payable semi-annually on tlie first day of January and July and is at the rate of 5 per cent per annum, there is appended to each $1,000 bond, 40 separate coupons, each stipulating that there will be paid on a given date, at a certain agreed-upon place, the sum of $25, in gold nsually. In a similar manner will the principal of the bond be paid when the date of maturity is reached. All that is required of the holder of the bond is to clip off these coupons as they fall due and deposit them with his bank for collection, or he can present them in per- son, or request that pa^inent be made by sending in the coupons. To make it as convenient as possible for bond- holders, these bonds may be registered with the corpora- tions issuing them; that is, the bonds can be left in their custody, with the name and address of the person to whom checks foi- the interest and principal should be mailed. Most bonds are made out to the bearer. This is done to make possible their speedy sale and transfer. Therefore, in case they are lost or stolen and fall into a third or in- nocent person's possession, the loss will fall upon the origi- nal owner. To safeguard against such an event, timid in- vestors and trustees of estates quite often register their bonds, even though thev ai-o aware that their securities, lacking the advantages of a quick transfer, may realize, if sold, a fractiou less on account of the delav in deliverv, as the bonds must first be released on the corporation's books. As the interest on the bouds falls due, it is deposited with the bank where it is paid, and disbursed as the cou- pons are presented. INVESTMENTS AND SPECULATION 41 "While it might seem, in dealing in large amonnts, that there nuist necessarily be some confusion, this mechanism devised by modern finance in handling large loans is very simple in its operations. The confusion regarding bonds, consequently, is not in their method of issuance or in their manner of payment. It is in determining the collateral securing them that counts. Here is where the investor must exercise precau- tion. Often his power of judgment must be developed to a very high degree. Essentially one factor must be deter- mined by bondholders for their protection, and it concerns itself wholly with the equity existing behind the loan. In the process of making the simplest loan, no one will, for one moment, think of accepting for security, any pledge wliich, in the event a borrower cannot meet his obligation will not, if sold, realize at once the face of the loan, to- gether with all accumulated interest and all the expense caused by the legal enforcement of its payment. It is nec- essary, as a precautionary measure to be fortified against all possible loss, in the event of a default on the part of the borrower, whether it is for interest or the pa^Tiient of the principal, to exact a certain marketable value in excess of the loan. Tliis is what is referred to in financial circles as the equity. By the same yard-stick, investors should measure bonds, since the smaller the equity the more speculative in chai'acter is a bond and in tuni a better income should it \ield for the larger risk the holder must assume. Bond- holders are creditors of a corporation. Tlioy are unlike stockholders, who divide what ]n'ofits arc made. They merely lend their cajiital in return for a fixed interest, and ought, by the very nature of their position as creditors, to be am])ly secured against any and all stressful business weather a cor})orati<>n may meet. For that very reason the collateral pledged behind bonds ou'iht at all times to be subjected to the most exacting investigation. 42 LOUIS GUENTHER As has been previously stated, there are first, second, third and even fourth nioi-tgage bonds, back of which there is pk'dged the same j^roperty. The first mort.c:ap:e bond, quite naturally, is the prime investment, yet from a point of securitv, this does not alwavs indicate that second, third or even fourth mort,G:a,2;e bonds are not also safe invest- ments. These different degrees of direct mortgage Ijonds are most frequently found issued by our large railroads. This is due to the fact that the property underlying the first mortgage bonds has multiplied in value so fast as to have accunuilated an equity sufficiently large enough to allow in perfect safety the creation of second and subse- quent mortgage bonds. The Erie Railroad is an illustration. This immense railroad system has issued as many as five first mortgage bonds against the same property, namely: The first, 4 per cent bonds, which matured in 1907; the second, 5 per cent bonds due in 1919; the third, 4 J per cent bonds due 1923; the fourth, 5 per cent bonds due 1929; and the fifth, 4 per cent bonds due 1928. In citing the Erie Railroad as an illustration, I do not want it understood that I use it as expressing my opinion that these several first mortgage bonds are examples of the safest type of investments. Other railroads have not been as explicit in properly cata- loging their bond issues as has the Erie, and this has re- sulted in nmch confusion to the average investor, who, as he reads of a first mortgage bond, is most likely to assume without further inquiry that it is as described literally, a first mortgage without any incuni])rance ahead of it. 1 low- ever, such is not always the case. ri)on reading the de- scription of the bond more closely, the investor is likely to run across something like the following which is the exact phrasing taken from a well-known first mortgage railroad bond: The authorized issue of first mortgage 5 per cent bonds is $3.ooo,non, the unissued $120,000 being reserved for the retirement of the bridge bonds. Analyze the above paragraph carefully and its mean- INVESTMENTS AND SPECULATION 43 ing will become clear. These bonds, altlioiigli called lirst mortgage bonds, are not exactly that. There is a security ahead of them in these bridge bonds which must first be satisfied. Without the bridge, the railroad would ])e cut in two parts like a dismembered body. Here again is another description of a fii'st mortgage bond which will cast further light on this important point and concerns a first mortgage 6 x^er cent railroad bond. Amount authorized is $6,000,000; issued $2,788,000, of which $1,288,000 was in exchange for prior lien bonds. To be exact, what this means is that there are ahead of the first mortgage 6 per cent bonds, other bonds al- ready in existence and issued against a mortgage for $1,- 288,000 and out of the new $6,000,000 first mortgage bonds, enough bonds have been reserved in the treasury to re- place the already existing bonds when they fall due. Xo bonds can be called for payment unless there is such a stipulation. Our early railroad builders never expected to witness such a ra]3id expansion in value in their proper- ties as occurred in their lifetime, for, otherwise, they would have made some provision to cancel their first mortgage bonds earlier than the full term of the loan so as to leave their ])ath clear of obstructions to raise additional money as the growth of their railroads required it. Only a few years ago some of the Chicago & North- Western first mortgage 7 per cent bonds matured. This premier railroad system created these bonds Avhen the West was still young, and at a time when it was not as easy to borrow money as now, and the builders of this great system, not to burden it for a long term of years with re- payment of the money for its construction, imagined they were driving a shrewd financial bargain when they made these bonds payable in forty and fifty years. But they seriously erred. Long before these bonds reached their date of maturity, the Chicago & Xorth-Western was a))le to borrow whatever money was required to finance all im- 44 LOUIS GUENTHER pruvuments and extensions witli l)<»nds l)eann,c: even as low an interest rate as 3^ per cent, and what would have been even a greater revelation to the founders of this property, had they lived, would have been the fact that these low in- terest-bearing bonds brought par, whereas in their day, to make their 7 per cent bonds attractive, they were forced to offer them at a considerable discount. This hard lesson of our earlier financing of our rail- roads has never since been neglected. Now, when a rail- road or any corporation pledges any of its property as se- curity foi' a bond issue and anticipates in the course of time that the property will enhance greatly in value or the opportunity may arise to borrow money ni(»re cheap- ly, it provides for such eventualities by stipulating in the mortgage the privilege of calling in the bonds for ])ayment, on any given interest date, usually at a premium of from 5 to 10 per cent. We often come across the term in a bond callable on any interest day on so many weeks' previous notice at a certain price with accrued interest, accrued meaning the interest due for the period l)etween the last (late when interest has been paid to the date when pa^^nent ill full for the bonds is to be made. A reduction of J per cent in interest on a largo amount (if money represents a tidy annual sum saved. Shrewd financiers fully i-calize this. Because of their increased credit and value of their property, a good many of our rail- roads could, in the course of years, have effected the saving of man\' millions of dollars by a ('h(»a]K'r rate of interest, had they been in the position to call their early bonds is- sued at a high rate of interest. They had to allow them to rim out their term of issue. "What a multiplicity of all sorts and types of bonds there is now in existence may be judged from a partial list here compiled. There are government bonds, state and municipal, under which latter term there is a varied as- sortment, such as direct obligations of the city, tax, drain- INVESTMENTS AND SPECULATION 45 age, pavcmeut, road, highway, improvement, lightius:, gas, water, assessment, boulevard, etc.; there are the first mort- gage railroad and corporation bonds already described, and mortgage bonds following in sequence in regard to se- curity; there are consolidated, extension, income, refund- ing, general, construction, terminal, im]U'ovement, divi- sional, equipment, convertible, collateral, lien, series, guar- anteed, coal, tim])er, bridge, tunnel, vessel, debenture, par- ticipating, ])urchased line, unified, branch line, joint, stamped, adjustable, land grant, canal, loan, underlying, redeemable, reorganization, tax exempt, purchase money, sinking fund, convertible debenture, and real estate bonds and many other kinds. Besides these there are trust re- ceipt certificates and short term notes. When the investor arrays all these bonds before his mental vision, he will understand the full meaning of the multiplicity and complexity of bonds, which has resulted from the swift evolution in our modern finance. He will appreciate that a trained mind is necessary to judge the intrinsic value there is behind all these different names given to bonds in this modern day, and he will also realize how a clever financier, undei" the guise of a bond, can dis- pose of a security which in all reality is no more a bond, in the true sense of the term, than is the paper on which this is printed. TX. nOVERNMENT, STATE AND Air^XirTPAL IJOXDS. Bonds issued l)y govcriiniciits, states and inuiiieipalitios are in a distinet elass of their own. The vast majority of these seeurities have no other pledge behind them than the credit of the nation or the comnnmity issuing them. Still they are looked npon as very desirable investments when representing the obligations of a prosperous people. There are some circumstances, however, under which bonds of tliis type are not attractive to the individual investor, from a viewpoint of income. Take our own government l)onds, for exami)le. The great bidk of them are owned by our national banks and only a small proportion by investors, considering the many millions of them that have 1)een issued. If tliey are held at all bv investors or estates, it is not because of the in- terest yield, ])ut on account of the assurance of their ab- solute safety. ft' Our national bank act makes it compulsory with a na- tional 1)ank, before it can issue any bank notes, to deposit with the United States Treasurer, an e(iuivalent amount of government bonds to secure tlie ]iayment of these notes. You have no (loul)t often noticed a paper bank note on the face of which was engraved the name of a national l)ank and signed by the bank's president and cashier. Well, it is these notes which are thus secured by the de]iosit of gov- ernment l)onds. Insolvency mav overtake the bank, l)ut ft- • the notes are alwavs secured bv ii:()vernment bonds de- posited in the United States Treasury. When a bank wishes to reduce its outstanding bank notes, all it does is to col- lect a sufficient mnnber of national bank notes and tender them to the Treasurer of the Ignited States, upon which 46 INVESTMENTS AND SPECULATION 47 tho oquivalent aiiKniiit in l)onds is released. It is not necessary to tender the notes of the tendering- bank; any other bank notes are equally acceptable. This is done to facilitate their issuance and cancellation. As a result of this national banking act, there has arisen a broad market and a constant demand for our government bonds, a demand created by an artificial market which has made it possible for our Government to raise all the money it needs to provide for its fiscal requirements on a 2 per cent and 3 per cent basis and still place its securities at a premium. The national banks find it profitable to pay this premium, for they secure a small income on the bonds after paying the tax and, with the notes they can issue, earn addi- tional interest by lending this money out to customers. Without entering into the details of this operation, in which investors are not interested, it can be readily seen why it is with the many national banks in existence that our na- tion's bonds bring such high prices, notwithstanding they bear a low rate of interest. In England, the govenmient bonds are knoT^ni as con- sols. This name was derived from an act of the British Parliament consolidating the public debt and the word is an abbreviation of consolidated. English consols, until re- cently, commanded a price realizing slightly over 2 per cent, but they have steadily fallen, since there has not been the artificial market for them as is the case in the United S^tates with its national debt bonds. The banking system in Great "Britain is also differently organized. There the note-issuing power is concentrated in a central bank, the Bank of England. For a time, however, English consols were under an artificial stinuilus through the adoption of a postal bank system which, by enactment of Parliament, could only invest deposits in British consols. As deposits fall off, so does the market, for the Govenunent's securi- ties narrow, at least, the artificial market provided by law. Still, even with the decline which has occuiTcd and which 48 LOUIS GUENTHER at one time brought the price down below a figure not wit- nessed since 1848, consols still yield less than 3 per cent, indicating that the staid British investor values very high- ly the credit of his nation and is perfectly content with an income ranging between 2i and 3 per cent. In like mainici- does the French jx'asant investor ap- ])reciate the CJovcrnnient Rentes, as the Frendi Uovem- ment securities are called; the Gennan, his government ob- ligation; and equally so the people of other prosperous na- tions favor their own national securities. However, not all governments can borrow money on their credit as cheap- 1}^ as the stronger powers. Credit with them varies, as it does with individuals. Some of the smaller nations are forced to pay as high as 6 per cent for loans and besides they not infrequently allow the underwriting bankers who take the loan and agree to place the bonds, a discount for their services. Some of the minor countries, where there is turbulence and internal strife constantly, cannot even borrow money unless at usurious rate of interest, because they have no stability to offer as a reassurance that their l(tans will not be repudiated. It cost Japan almost 6 ])er cent on its loans to finance its war with Russia. The Cuban Government had to ]iay the same rate. Even Russia, although known to have col- lected the largest reserve in gold owned by any Kuro])ean power, found it necessary, when in confiict with Ja})an, to tempt bankers and investors with a high interest rate be- fore thev would take its securities. The bonds issued bv the governments of the Argentine Rei)ubli(', Brazil, Chile, Bolivia, Honduras and other South American Republics can be had on a basis close to 6 per cent. This does not at all refiect upon them; it merely fixes the position of their credit in the money capitals of the world. As their <'redit enhances they will l)e in a j^osition to refund their out- standing loans on a lower interest basis. Mexico did this a short time ago. That country i)laced a gold loan some INVESTMENTS AND SPECULATION 49 years ago on a 4i per cent interest basis. The country's credit has increased to a point where it was found possible to replace these 4A per cent bonds with a 4 per cent bond, thus effecting quite a saving in fixed charges to the Gov- ernment. The interest government obligations call for is usually provided by the proceeds from taxation, external or inter- nal. Some countries place a tax on certain widely used commodities and set the revenue aside for the payment of interest on the public debt. In no other way, except in iso- lated instances, are government bonds secured. Should a government debt be repudiated, its payment by the holders of its obligations could not be enforced by recourse to law. The reason is that a government cannot be sued, since it is not amenable to the statutes of any other government, while its own people cannot recover from the institution they themselves have created and whose laws to govern them thev have enacted. In our own countrv the freedom of the Government from any civil action even goes so far as to exempt the states. South Carolina repudiated some of the bonds issued during the reconstruction days and neither the interest nor the principal has ever been paid. Nor can the holders enforce payment. Some of the bondholders have attempted, and so far have succeeded, in getting a number of these bonds in the possession of another state, because one state can l)ring legal action against another to recover on a disputed claim. South Dakota did sue South Carolina in the United States Supreme Court to enforce the payment of these bonds and recovered judgment, ])ut even then a state can- not collect, as it cannot attach the property or revenues of another state and certainly cannot take up arms against it to make it pay. In the end such matters must be left to the honor of a state for settlement. Fortunately, with our country, instances of repudiation of public debts are very rare. Only in isolated cases has it ever occurred. B.VII— 4 50 LOUIS GUENTHER TLiL' iiu-aiLs till' (Jowriinu'iit atl(>i)ts to raise niuiiey are followed on a smaller scale by the forty-eicjht separate states. They have uses for funds likewise. Improvements in the his^lnvavs are a constant necessitv. There are the public buildings to provide for. The needs of other im- provements benefiting the people of the state are constant- ly arising. To provide the funds by direct taxation would prove to be too burdensome and also is it unjust to force one generation to share the whole burden of financing some public undertaking, the advantage of which will be partic- ipated in hy generations to come. The theory is, and it is a very good theory, that such debts should be divided equally and this is accomplished by issuing bonds running for a long term of years and carrying a fixed rate of inter- est. As these bonds are authorized, the state, usually through its elective officer, the State Treasurer, invites bids for them and disj^oses of the bonds to the highest ])idders. The privilege of bidding for such bonds is not restricted. The humblest investor can make an offer and if it is among the successful tenders when the bonds are allotted to the highest bidders, he will obtain the bonds to the amount of his bid if there are enough to go around. There is one re- striction, though, which has been adopted as a general ju-ac- tice to guarantee that the bonds will be taken by the suc- cessful bidders or bidder, and this is that a certified check for a nominal per cent must accompany the bids as a guar- antee of good faith. How unjust it would be to have one generation carry the entire burden of an imi)ortant i)iil)lic improvement, can best be illustrated Ity the improvement and electrification of that great highway of commerce, the Erie Canal, by the State of New York. It is estimated that this work will cost about $100,000,000 and to provide the funds, the legis- lature, a short time ago, authorized a state bond issue to the amount authorized as the work progresses. Posterity will derive greater benefit from this vast undertaking than INVESTMENTS AND SPECULATION 51 will the present generation. Some states whose credit is excellent, fix by statute the interest rate and even the price which must be realized for whatever bonds the legislature authorizes. But this is not always an advantage. Capital may not be so available as to be attracted by a low rate of interest, and if this is true, we witness the failure of a bond issue, because there are not sufficient bids for it. This has even happened with New York State, rich as it is. The state, in nonnal periods, experiences no difficulty in getting all the money for its requirements with a 3 per cent bond. Furthennore, bankers and investors bid eagerly for the bonds at a premium over the price fixed by law, at which they may be sold. But during the depression following the 1907 panic, there was a time when the State Treasurer was compelled, because of the failure of bids, to come with- in the state law's requirements to purchase an issue of bonds with the available cash in the state's sinking funds. The line of demarcation in credit is as pronounced with states as it is in individuals. The far western and sparse- ly settled states are forced to pay larger interest to tempt capital. Thus you see that capital is a ruler whose power is supreme. Counties, large cities and small municipalities borrow money on much the same lines of financing as are followed by the states and general government. Here and there va- rious restrictions exist but in general they follow the same plan of raising funds. To prevent the cities from over- borrowing, some states, and for that matter most of them, have wisely fixed a limit. For example, no city in the ma- jority of eastern states can legally authorize more bonds than will equal 10 per cent of the assessed valuation of the taxable property, and when it has reached this figure, it must wait until there has been an increase m the value of the assessable properties to permit adding to the public debt. This is a wise provision, as it acts as a safeguard against creating an indebtedness beyond the ability of the 52 LOUIS GUENTHER . population to comfortably carry. Such -feaels are also disposed of by inviting public bids, -wbich bids, by law, must be advertised. To give a distinct identity to these bonds, they are usually named after the purpose for which thev are issued. A city may decide on making some street improvements; therefore bonds are authorized for this purpose and desig- nated as street improvement bonds or they may be court- house or school bonds, highway bonds, grading bonds, etc. Therefore the character of a county, city or a municipal bond may be determined by the name employed to distin- guish it from other bonds authorized by the same com- munity. My space is too limited to go into all the details governing the many thousands of such obligations which have come into existence. I can only refer to them gen- erally and in the broadest light. For instance, Xew York City has a public debt in excess of $800,000,000, all of which is represented by a great many classes of designated bonds. New York Citv is a steadv borrower. It needs monev for docks, for subways, for boulevards and many other mani- fold forms of public improvements. Some of these bonds earn their own interQst charges; for that reason they are not a burden on the taxpayers. This is the case with the bonds authorized to raise the money to build the subway or furnish undergrouncL rapid transit facilities. Likewise with the bonds issued to build the large water front piers owned by the city and rented to the steamship lines. The interest on other bonds is provided by taxation of the prop- erty owners who are the direct beneficiaries of the improve- ments. It must be anticipated that where there is such a mul- titude of communities, small and large, there will arise many complications in determining the character of their securities as investments. As a result, also, there will be a wide range in their income yield. The business done in such obligations reaches enormous totals. It would prove INVESTMENTS AND SPECULATION 53 highly interesting if it were possible to describe in one section a subject which could only be adequately dealt with in a whole book — the care that must be exercised by bankers who make a specialty of dealing in municij^al obligations. Before bidding for these bonds, such houses, through their attorneys, first assure themselves that the bonds have been legally issued, by which is meant that the electors authoriz- ing the bonds were within the law. They must, in instances where even the lec'alitv of the issue is not in doubt, satisfy themselves that the conununitv can meet the taxation to pay for the issue. Infrequently this is the case: A grow- ing settlement, in its ambition to anticipate the future too far ahead, may rashly bite off more than it can masticate, and as a result, complications arise. Dealers in municipal bonds wish to avoid this possible danger even when it is a remote contingencv. Monev is a hard taskmaster. It has no sympathies. However, considering the total obligations of the multitude of our United States communities, esti- mated in the neighborhood of $10,000,000,000, they have had such an unusually satisfactory record as safe invest- ments that investors need no other reassurance from the bankers than that their legality is beyond question and the amount of the issue is within reasonable bounds. X. THE AMAZTXn X'ArMKTV OF KATLHOAD BONDS. Til tlic issuance of bonds, onr railroads have been very prolific. Xot only are they possessed of an insatiable a])- petite for continuous sui)})lies of new capital, sometimes for the logical jnirpose to provide for legitimate needs, and on other occasions to satisfy the desire for new worlds to conquer, but, to give their bonds suitable names, the makers have almost exhausted the financial vocabulary. The average investor, unless thoroughly acquainted with the difference in bonds, Avill nowadays need a financial text-book to distinguish one railroad bond from another, and even then he may not be in a position to judge their relative and intrinsic values. There are so many different bonds as to recall the 57 different varieties of pickles made commercially famous by a certain purveyor of condiments. While there are not exactlv that manv different kinds of bonds, the total is dangerously near the number. Still the railroads are not wholly to blame for this sit- uation. As has been pointed out in a previous section, the early builders of our railroads never, for one moment, thought their properties would ever grow with the giant strides that have characterized their progress. Early in their history, by erring on the side of conservatism, in pledging all their assets as collateral for loans, which is all ])onds really represent, thoy made it iiii]-»ossiblo in aftc^r- years to directly mortgage their ]>ro])erti(\*=^ over again. Thus they were com])elled to resort to other devices when it became necessarv to borrow more monev, and this ac- counts for the many varieties of bonds they have created. The earliest railroad bond was the first mortgage bond. Down to this day it is the leader among tlu^ best of bonds, 64 INVESTMENTS AND SPECULATION 55 a fact that is firmly established by the rehitively small in- come it yields, compared to other bonds issued by the same railroad. As tliey possess the first legal rights to the assets of the road in the event of financial embarrassment, the security is usually accepted as an absolute guarantee of the safety of the funds invested. Of course, this does not api)ly to all first mortgage rail- road bonds— onl}^ to the old-established properties. Again, a first mortii'aire railroad bond does not necessarilv mean that it is the first lien on all the property. The mortgage may be on only such property j^ledged under the mortgage as is especially drawn to cover that particular issue of l)()nds. A large trunk line may have outstanding a dozen or more first mortgage bonds, each bond covering a i)art of the main line, and not infrequently, branch lines. Our great railroad systems are not the result of the orig- inal 2:)lans of their first builders; these men may have had a nebulous idea, at the beginning of their project, of a sys- tem from coast to coast, or covering a certain section of the country under their control with a gridiron of rails, Init, realizing all this would take time, thev contented them- selves with building their road in sections, allowing the fu- ture to take care of the logical development of their prop- erty. While Henry Villard planned the Xorthern Pacific, other brains completed it. Ilarriman merely completed the unfinished Union Pacific. He simply moulded his great Pacific railroads out of what remained of the l)ankrupt Central Pacific, the construction of which the Goveniment aided by large sul)sidies. TamoR J. TTill never had any idea, when, for a small sum of money, he secured control of a jerkwater ^linnesota railroad, that eventually it would de- velop into that marvelously rich transcontinental railroad — the Great Northern of today. It is by a process of evolution that a railroad's capital obligations gi'ow. The one keeps pace with the other. 56 LOUIS GUENTHER Twenty years ago it never entered the head of the audacious and far-sighted Cassatt, the President of the Pennsylvania Railroad, at the time when the road determined to build a terminus in New York City, that the Long Island Railroad would one day become absolutely necessary for its expan- sion, as has since proved the case, for the control of the Long Island has given the Pennsylvania a commanding position over the greater part of the profitable suburban traflfic originating out of New York City — a business which alone is regarded as capable of taking care, without de- pending upon the other revenues, of the Pennsylvania's huge investment of over $100,000,000, which the road spent to secure a foothold in Xew York City. If the histories of our other leading railroads were carefully searched, similai' conditions would be found where the roads have exjianded in entirely different direc- tions from that planned by their original builders. Their remarkable and ra}tid development has brought witli it quite naturally some very unusual phases of financing. The main lines of all the principal railroads, through the enor- mous development of their traffic, long ago quickly out- grew the funds raised on their first mortgage bonds. Then arose the necessity of providing additional capital to take care of the increased business through some other form of bond against tlie very same i)roperty, although there already existed liens upon it. But as there was sufficient equity above the mortgage, tliis st(*p was justified. A clear idea regarding the several classes of bonds out- standing can be more easilv formed bv classifving them and giving a brief description of each. It should l->e born^^ in mind, however, that these definitions are not specific, ])ut a]i}>ly only generally to each class. There are so many peculiar features associated with railroad bonds that it would be impossible to treat specifically of each issue un- less the bonds of each railroad were described. Such a task would require a liook more tlian twice the size of this INVESTMENTS AND SPECULATION 57 volume. For that reason tlio description I shall give of each, I feel vriW at least suffice to fix its character in the reader's mind. The consolidated bond is a bond wherein is merged a number of bonds previously issued. A railroad may have created in former years a series of bonds directly secured by its physical assets. Some of those bonds may have been placed when interest rates were high, while the other bonds were sold in later years at a time when it was much easier to borrow capital than at the earlier period. The railroads, to escape this situation, evolved what is known as the consolidated bond. This was done through the making of a general, or what is styled, a blanket mortgage, providing that amounts of such con- solidated bonds be retained by the road to equal the bonds already outstanding on the property, so as to replace them when they fall due. In this manner the railroads were in a position to obtain additional funds without pledging ad- ditional collateral. Almost similar in character are refunding bonds. Originally, they sprang into existence as a means where- by the railroads could refund high interest-bearing bonds which, when the road was first building, it was neces- sary to sell to tempt capital into the project. It was tlio i^i-actice in the earlv davs of railroad buildino: to make a loan for fiftv vears. Usuallv the interest paid was 6 per cent; sometimes it was as high as 7 per cent. What was further to the detriment of these early loans, was that no callable provisions were embodied in the mortgage; therefore these bonds had to run until their expiration. Al- most fifty years covers the longest period of development in our steam railroads. Fifty years takes us back to the very beginning of our Civil War, a period when the con- struction of railroads was still in its earlv stages. In con- sequence there has matured and will mature, within the next decade, a number of these earlv issues of railroad 58 LOUIS GUENTHER bonds. It is to take up these bonds as fast as they mature, and to secure additional capital as found necessary, that refundiuLj bonds bearing a lower rate of interest have been and are ))eing issued. The so-called general morfgafje bond may or may not have other bonds ahead of it, but more often it will be found that such is the case. The purpose behind such a bond issue is to have some day, when all prior lim and branch line bonds have matured, but one kind nf bond outstanding. These bonds are also issued in large amounts to provide a railroad's treasui'v with a reserve fund in secui'ities on which to depend for additions and extensions as future de- velopment may demand. As its name implies, an extension bond is a ])ond created for the purpose of raising funds to extend the railroad. Usually the extension is pledged to secure the bonds. Such bonds may be named first mortgage extension bonds, or merely extension bonds. A divisional bond is almost exactly the same, it being an obligation of a division on a railroad distinct from the rest of the system, likewise a branrJi line bond. There are many such bonds in existence. Among the bonds of some of our railroads will ])e dis- covered what are called unified bonds, meaning a bond created to unifv in one issue a number of underlving l)onds and to reduce the interest, which differs on the several is- sues, into one rate. Other railroads will call a bond similar in purpose an adjustable bond, implying that with the issue the intention has been to adjust the bonded debt into one class and have one given interest rate. A lien bond denotes the obligation in accordance with its number or name, as, for example, a first lien bond is really the (lii-ect mortgage bond, although some railroads call this particular issue a prior lien, im]>lying it has ]n-eferences over all other liens or bonds outstanding. A seeond lien bond is like a second mortgage. A third lien follows in se- quence and so forth. Quite naturally it may be assumed INVESTMENTS AND SPECULATION 59 that each lien bond on the same coHateral has behind it a lesser degree of security than the lien ahead of it. Often a railroad plans improvements on a certain section of the road already covered by a mortgage, and raises the capital by selling what is knovm as an improvement bond— a bond presumably secured by the improvements contem- plated, although in reality subject to bonds already in exis- tence, inasmuch as the improvements can have little value if detached from the underlying structure. The railroads likewise have found it convenient, when they wish to exj^and, to acquire other roads. This is often a much cheaj^er method than to construct a new line in the same territory. This has brought into existence what are called puvchnsc line bonds, the proceeds of which enable the railroad to secure control of a rival of a feeder. These bonds usually are a lien on the acquired road, subject some- times to bonds that may be already pledged against it. There is also the consfriiefion bond, a security issued for capital to undertake new construction. There is the pur- chase money bond, akin to the purchase line bond, only a little broader in scope in that it may mean that the money can be used to purchase something else than another road. There is the tax exempt bond, so named because it is free from taxation bv state or citv, not through anv legislative provision, but by the mere fact that the railroad itself has agreed in its mortgage to take care of all the taxes, or it may, by legislation, be freed from all taxes in certain states. Here it might be mentioned that in some states, in order to increase the num])er of desirable securities into which the funds of its savings banks ma\' be safely invested, tax-free provisions are held otit and also provisions whei-eby certain types of bonds become legal for investment for the funds of such institutions. This explains the phrase so frequently occurring in the circulars of bond dealers: "legal invest- ments in such and such states." Serial bonds are like lien bonds, as, for example, the Chicago, Milwaukee & St. Paul 60 LOUIS GUENTHER general mortgage bonds. The total issue is $39,978, 000, and of these bonds a little over $31,000,000 comprise the Series A bonds and the remainder are the Series B bonds. A rail- road finds it sometimes convenient to split a large bond issue into different series and name the several issues in this man- ner to c:ive them a distinct identitv and maturitv. The terminal bond is usuallv secured bv the main station property owned by a road. This property, consisting of valuable real estate, is at least now-a-days kept distinct from all other assets and used as a collateral to secure sep- arate loans. This idea is further applied to other prop- erty owTied by a railroad, not directly associated with its main business, as in the case of the road's harbor or water business. A number of our roads, for the development of this traffic, have raised money for the purchase of ferry boats, lighters, vessels, and tug boats, all of which it pledges for a separate loan, and each bond is specified under a sep- arate name so as to easily distinguish it. Similar is the case with bridge bonds, directly secured by certain bridges a road has built to span certain streams. Tunnel bonds are issued for the same purpose. By a joint bond it is usually inferred that the bond is jointly associated with some other bond in a partic- ular lien. An nnderlyinc) bond is named thus to dis- tinguish it from another bond on the same pro]ierty. A redeemable bond implies that the issuing company re- serves the privilege of calling upon the holder for the re- turn of the bond, with accrued interest, at a specified price. There are also issued bv the railroads, eanal bonds, timber bonds, coal bonds, land grant bonds and so forth, each is- sued against particular property, and in many instances they are valuable. Take, for instance, the Reading, the Lackawanna, the Delaware & Hudson, the Jersey Cen- tral and the Lehigh Valley; their coal properties are among the most valuable of their entire assets, as on the other hand are the land grants of the Southern Pacific, the Union Pa- INVESTMENTS AND SPECULATION 61 cific and the Canadian Pacific. The land, originally granted these roads by their respective governments to encourage their development, has increased enormously in value through the transportation facilities which have been ac- corded them, and through the influx of population. There is also what is styled a reorganization bond, an oblii;-ation issued at the time when a financiallv embar- rassed railroad was reorganized and again put on its feet. There is the sf aw peel bond, stamped for some reason or other. This is a rare bond, the Atchison being one of the very few railroads having a bond of this description. Then there is the registered bond, taking its name from the privilege ac- corded the holder to register his name and address and the amount of his bonds on the books of a railroad as a pro- tection against loss or theft of his bonds. AVhen this is done the bonds can only pass from one holder to another by a transfer on the books, for bonds to be quickly negotiable, are made out simply to bearer. Sinking fund bonds derive the name from a provision that the issuing company agrees to redeem each year a spec- ified number until thev are all automatically retired. Some- times a railroad carries the redeemed bonds in its own treasury, using the coupons to help pay the interest on the outstanding bonds, or it may agree in the mortgage to set aside each year a certain per cent of the earnings as a sink- ing fund to automatically retire the bonds when due, the in- terest on this money helping to defray the interest on the bonds. There are also guaranteed railroad bonds, consisting of bonds of controlled, leased or absorbed lines, whose bonds are guaranteed by the controlling lines. Sometimes these bonds are guaranteed, both as to interest and princi- pal, meaning that if there is a default, the guarantor will reimburse the holders in full. Some of these bonds are guaranteed only as to interest, as in the case of the bonds of the Western Pacific, the interest on the first mortgage 5 per 62 LOUIS GUENTHER cent ])()uds being gnarantccd by the Dcnvei' & Rio Grande, but not the principal. A class of railroad bond which in late years has jumped into great poi)uharity, is the equipment bond. Nearly every railroad has one or more such issues, some of the larger roads having many. These bonds are secured bv the rolling stock consisting of locomotives, passenger coaches and freight cars. It can easily be inferred what constitutes their safety in the opinion of investors when it is taken into ac- count that without equipment a railroad is useless and its tracks would soon consist of two streaks of rust. Railroads have gone into receivers' hands, suspending pa;^^nent of interest on a portion, if not all of their bonds until they could be refinanced, but rarely have even receivers avoided paying promptly the interest on equipment bonds, realizing the absolute necessity of retaining the equipment. Being easily moveable, this equi^unent gives the bondholders a conveniently saleable collateral in the event they would have to take it over to satisfy their loan, and then it would not be possible to operate the road unless other equipment w^as purchased. XL PUBLIC SERVICE BONDS. There is a class of corporations owing their existence to special privileges granted by communities to furnish a service to the people, pi'oviding greater comforts and mak- ing inter-conmiunication more convenient. Such corpora- tions are known as public utility or public service com- panies, and comprise those engaged in supplying transpor- tation facilities, gas, electric light, heat, water and power. In only one respect are these corporations analogous to cor- porations in another field, and that is in regard to trans- portation. In all other respects these corporations belong distinctly to an individual class. The street car lines pro- vide a convenient service to a congested community in traveling cheaply and quickl}^ from one place to another. They supply in a smaller sense the service the steam rail- roads give in covering greater distances. But only in recent years have public service cor- porations come to occupy their present position of promi- nence and importance as a field for the profitable ex- ploitation of capital. It might also be stated 'that the golden age, if there can be said to be such in the his- tory of corporations, came to them with tlie advent of electricity, that subtle force which introduced an eco- nomic revolution in low operating cost. In the days anti- dating steam and electi'icity, when horse cars were the mode of transportation, the service was so slow there was little profit in the business and next to nothing if the capitaliza- tion was large. Nor was there much improvement with the change from horse cars to cars propelled by cable. AVhile it was a step forward to haul cars in trains of two or more coupled to a cable car, the coal required to provide the power to run the cable, ate up almost all that was saved by dis- cs 64 LOUIS GUENTHER pcnsing with horse power. Likewise breakdowns occurred so frequently with cable power as to make that an expen- sive item in the operating cost. All these disadvantages, however, were finallv overcome with the advent of the first electric trolley car. The cost of producing power by elec- tricity was reduced to a minimum. It made possible trans- portation facilities to serve remote sections of large cities. It gave to the smallest towTis a street car service— a direct stimulus to growth. But what may be regarded as the most phenomenal development has been the upbuilding of inter- urban traffic, which is today making electrical roads keen and aggressive competitors of the steam roads. All this is possible because it costs less to operate the lines and the service is maintained at low cost and is more efficient. In what strong position electric interurban transporta- tion is entrenched in this country will be readily appreciated when it is known that it is possible now to start in a trolley car, for instance from New York City, and almost cross the whole state. There are breaks in the lines in onlv one or two places which are not yet bridged by connecting electric roads. The interurban practically parallels the New York Central Railroad all the way from New York to Buffalo. In fact thev have become such keen agc:ressors for the shc^rt haul business, which, by the way, is the most profitable traffic, as to compel the big railroads in self defense to ab- sorb the principal electric interurban lines in order to main- tain their dominating position. The New York, New TIaven & Hartford was actually forced to take under its wing, through a separate cn its earnings, did not wait until this stage was reached, but secured control of all the important lines at INVESTMENTS AND SPECULATION 65 the first opportunity presenting itself. Today a traveler can, by means of these long-distance trolley lines, reach al- most every part of Ohio. In Indiana, similar conditions prevail, as also in the larger portions of Illinois and Penn- sylvania. Nowadays a person may obtain a berth in a trolley sleeper car in the evening at Dayton, Ohio, and be in Indianapolis early the next morning. He may ti'avel in similar comfort from Peoria to St. Louis over the Illinois Traction lines. All this but gives a faint idea of the re- markable evolution electric power has brought about in transportation. There are prophets, whose claims are by no means disbelieved, who say that it will not be long be- fore the monster engines used now to haul long trains of passenger coaches and freight cars will eventually be dis- placed and become antiquated and a memory, as are the old horse cars of twenty years ago. That this is the tendency is borne out by the present use of some railroads, notably the New York Central and New Haven, of large electrical Westinghouse motors. The experiment is even now being tested of propelling cars with electric storage batteries so far with some measure of success. If this new power is perfected, even greater economy in operation will be in- troduced, dispensing as it will, with trolley wires and costly power-generating stations which it is now absolutely neces- sary to maintain. The interurban electric roads have even another important advantage over their older rivals, the steam roads, in that they can stop for passengers anywhere desired, by the motoraian simply turning his controller. The steam roads can only stop at designated stations ac- cording to schedule. That huge amounts of capital have gone into these projects occasions no surprise, nor is it strange that we should witness the increasing favor the public is show- ing towards public service corporation securities, especial- ly those of the more consei'\'ative type. Yet the evolution B.VII— 5 66 LOUIS GUENTHER from one form of motive powt-r to aiiothci- lias brought some stranji^e changes in its train. In New York City, the old lines, already overcapitalized, were compelled, with each change or step forward in economy of operation, to increase their capital burden, with the result that in the end they collapsed, in spite of the fact that in a city like New York, wiiere there is such a density in population, the revenues derived from carrying passengers from one part of the city to another should be exceedingly profitable. But by adding obligation ui)on obligation to their capital, the New York traction financiers succeeded in making it ob- ligatory on some of the lines to earn profits on as much as $1,000,000 capital per mile and all on nickel fares. Small wonder that the end w^as bankruptcy and such a tangled state of affairs that a long period must elapse before the New^ York surface lines can be successfully extricated from their financial embarrassment. Charles T. Yerkes brought about a similar state of affairs in the West Side and North Side lines in Chicago, which required years to readjust, and only after disastrous losses were sustained by thousands of shareholders. Philadelphia is similarly afflicted with an overcapitalized traction system. Happily, these cases are only the direct results of an evil proceeding from the de- sire of the interests in control to fatten their fortunes at the expense of the public and investors. A\'here there is a normal cai)italization and the properties under the control of honc^st and conservative management, they have proved for their shareholders a more than satisfactory source of revenue, and the secured obligatioils, like the bonds, have sho%Mi themselves among the safest fomis of investment. But in judging this class of investment, there are a num- ber of im])ortant factors which should l)e taken into consid- eration. First and foremost, is the franchise under whieh the pu])lic service corporati(Ui operates. Especially is this of importance as far as the bonds are concerned. The fran- chise is the kevnote of their success in business. AVe have INVESTMENTS AND SPECULATION 67 seen how imfortimate it sometimes turns out for a public service corj^oration, when its franchise expires, as in the case of the traction companies serving the cities of Chicago and Clevehmd, and to a less degree likewise in Toledo and Detroit. The difficulties between the cities of Chicago and Cleveland and the traction companies are now adjusted on terms mutuallv satisfactorv to both interests, but not with- out considerable loss to shareholders and bondholders alike. In Detroit and Toledo, the renewal of the franchises still remains open, the cities and the companies not being able to arrive at a settlement of their troubles. Eventuallv their « difficulties will be amicably adjusted, as the jDublic has al- ways shown a disj^osition to be fair. Public utility corporations imfortmiately are in a vul- nerable position to become the shining target for ambitious politicians, who, when they find they cannot win votes by any other propaganda, as a last resort, turn upon these corporations in their own community. By making it ap- pear that they are in business to oppress the people, they endeavor to arouse an agitation for the fantastic scheme of public ownership and operation. It is a useful propa- ganda to win votes. In most of the cities where this scheme has been tried, it has proved a flat failure. And failures they will continue to be until the average politician and henchmen who feed at the public crib, develop capacity as good business men. But as long as these clashes take place, the lengih of a company's franchise is an all-impor- tant question in 2:)roperly appraising its securities for in- vestment and speculative puii^oses. If the franchise expires after a company's outstanding bonds mature, some authorities contend thev are safe in- vestments, providing the net earnings indicate a sufficient margin in excess of the fixed interest charges. In this con- tention they are partly correct, since, whether the corpora- tion redeems its bonds or not, the expiring loan in some man- ner must be paid. 68 LOUIS GUENTHER A corporation's management, is, in my opinion, of equal importance. If that management follows a policy of cater- ing to public opinion and bends every energy to supply its products to the community at a reasonable charge, after allowing for a fair profit, the probabilities are that the com- munity and the corporation will exist in peace. It has been demonstrated in a number of instances that such wiselv managed properties have had public opinion liohind thorn when attacked by designing politicians. Some public service corporations are very fortunate in owning perpetual franchises. This places them in an un- assailable position. They do not face the danger of a possi- ble contest over the renewal of their privileges. The only danger that may confront them is where the community grants a rival company another franchise, but this does not always turn to the public's advantage. This is at least true as far as concerns the use of the telephone. AVhen it becomes necessarj^ to use rival telephones to give a satis- factory sei*\4ce, it is very seldom profitable. There is no advantage where there are two charges witliout obtaining anv additional benefit, when one service can do the work equally well. Generally speaking, this advantage affects equally all public ser\ace corporations. There is one development in the recent financing of pub- lic service corporations which should not be overlooked— the tendencv towards conservatism. In this, those directlv con- cerned in promoting them have shown that they have ab- sorbed a lesson from past experience. They now build their structures on firmer foundations. Xew ])onds issued for improvements are on a more reasonable basis. In many cases it is stipulated that additional bonds shall only be sold up to from 75 to 85 per cent of the actual cost of additions and extensions, thus creating from the very beginning a substantial equity above the bonded debt. Where it is pos- sible, the builders of interurban trolley lines secure private rights of ways to overcome difficulties regarding franchises. INVESTMENTS AND SPECULATION 69 The states also have realized the wisdom of cultivating capital rather than discouraging it from entering upon pro- jects designed "to serve the public convenience. Public serv- ice commissions have been created to deal intelligently with this problem. These commissions are vested with the power to allow the corporations under their control to in- crease their capital as well as to refuse the privilege when it appears that the necessity for more capital does not really exist. It is also within the power of these boards to refuse franchises when, in their opinion, a rival corporation, in- stead of benefiting a community, adds only a burden. While, of course, this system of control has some disadvantages, the general good they have thus far accomplished, out- wei2:hs the drawbacks. At least it shows a desire on the part of the states to take the public utility corporations out of politics, which is more or less at the bottom of most of the friction between corporations and communities. However, it cannot be denied that, for some years, the public service corporations have as a class, made such an excellent showing as consistent revenue producers, that they have become popular with the investment public. The panic of 1907 and the year of depression which followed gave them an excellent opportunity to demonstrate their stability. A great many of the companies turned this hard corner with increased earnings, whereas the earnings of corpora- tions operating in other fields showed a sharp falling off. There is a logical explanation for this. It must be borne in mind that the public can save little on gas, light, heat or power. It must ride back and forth from business. What is lost by a smaller consumption is far more than made up by the increased demands of a growing population. Sta- tistics prove that. Then, also, well-managed gas, heat and electric light corporations have carried on a campaign of education, showing their patrons how their service may be used 70 LOUIS GUENTHER in other directions, thus increasing their patronage. Electric ranges and gas stoves have proved splendid drum- mers for business. The uses of electricity for advertising have also been a source of considerably increased revenues. Electric power plants as well as plants generating power fi'om water, have made a pennanent place for themselves wholly by the economy thoy have introduced in the cost of power. All these factors are worthy of consideration in so far as they explain the influences behind these corporations working for their success. As they are in a business of providing actual necessities, they are indispensable to a community. The investor, therefore, is assured that the business has, at least, solid gi'ound as its foundation. When electricitv was first discovered, it raised the fear that the end of gas as a source of light had been reached, but this a])prehension has proved unfounded. ^lore gas is con- sumed today than ever before and the consumption is likely to continue to increase. AVhile interurban electric roads have done a large business and are aggressive competitors of the steam roads, it is nevertheless a fact, as is shown bv their increased revenues reported to the Interstate Com- merce Commission, that the railroads are doing a larger business than ever before. The hydro-electric power plants have by no means cut into the output of the coal mines. In fact, our constant growth in po]">ulation can be relied up- 071 to use all the ?iew means available for creating power, light, transportation and heat. Another fact worth v of comment, is the tendencv to- wai'ds concentration of management of public service cor- porations into holding companies. Quite a number of such eorporatioTis have been organized and as a general rule have been successful. One of these companies controlling a large mimber of subsidiary companies operating in cities has earned exceptional profits for its shareholders. These holding companies, unlike their namesakes, op- INVESTMENTS AND SPECULATION 71 orating in the railroad and industrial field, are virtually imnume from the restrictions placed by the Sherman law over all interstate commerce, or business transacted be- tween different states. Their business is all concentrated in the commimities which their plants supply. Only when they control electric roads crossing two states are they sub- ject to the law Congress enacted to control trusts from re- straining free competition. 'As it is compulsory in nearly all states for public service corporations to publish detailed statements of earnings, the purchasers of these securities have little difficulty in deter- mining the investment opportunities and speculative possi- bilities in their bonds and shares. The truth is that there is more compulsory public- ity governing this particular class of corporation than with any other class. The reason is that the public, by whose will they exist, have more than an ordinary interest in their success and behavior. XII. OTHER BOXDS. There still remain other means by aid of which cor- porations manage to borrow money, but they do not involve the necessity of pledging any tangible assets, as is the case with the different ])onds described in the previous section. It is not by their names that these bonds may be known, for thev, too, are known as bonds. It is bv their character that thev should be known, bv which I mean that the investor ought to look carefully into them, for, masquerading, as they do, under the general name of a bond, there is always the possibility of acquiring a security without any intrinsic value behind it, which fact is not discovered until after something goes wrong. Prominent among such securities is the income bond. To the uninitiated investor, the word ' ' income ' ' has a confidence- inspiring swing to it, but in all realit}^ the so-called income bond only pledges the corporation to pay the promised in- terest when it is earned, and not otherwise. A case in point where such a bond proved no better investment than a non- producing stock, was that of the income mortgage bonds of the Central Railroad of Georgia, of which there are three —the first, second and third preferred mortgage income bonds. On the second and third income bonds, the interest has not been paid for some years, and finally, in exaspera- tion, the holders of the second income bonds brought suit to force the company to pay them their interest first before diverting the net profits to improvements. AVhile they won their case, their predicament during the years when no re- turns were received convevs its own lesson of the insecu- rity rather than the securitv of the income that lurks be- hind an investment in income bonds. Some stocks are pre- ferable to income bonds. Such bonds should be thoroughly 72 INVESTMENTS AND SPECULATION 73 investigated before accepted as a desirable investment ; es- pecially should the profits the company is earning and has earned over a period of years be looked into, for it is from this source the pajTiients of the interest on the bonds are derived. There is also the collateral bond, not differing very much from the income bond, except technically. Bonds of this character have as their security stocks or bonds in other corporations. There are many of this class of bonds in existence. They are the outgrowth of the tend- ency in recent years of the stronger corporation to ab- sorb the business of rival corporations, and they are also the direct outgrowth of the holding company plan. The holding company is a form of corporation which is not it- self directly engaged in business, but which holds the controlling stocks and bonds of actual operating corpora- tions, and against the ownership of these securities they issue their own stocks and bonds. It is these holding com- panies that have acquired the name of trusts. In nearly every important industry may be found the holding corporation. To mention a few, there are the Amer- ican Tobacco Co., the International Harvester Co., the In- terborough-Metropolitan, the Rock Island Co., the Amer- ican Chicle Co., and the International ^Mercantile Marine, all corporations owning the majority of the securities of other coi-porations. These are only a few of them. Some of these holding coi'porations have issued bonds, pledging for theii* security either the stocks or bonds of the subsidiary corporations. They are the col- lateral bonds. Other corporations which do not exactly come within the definition of a holding company also is- sue such bonds. For this interest they depend upon the earnings or income received from other underlying secu- rities. An applicable illustration of what collateral bonds are is found in the Interborough-Metropolitan 4^ per cent 74 LOUIS GUENTHER collateral bonds. For each unit in this bond of two liundrcd dollars, there is pledp:ed one share of stock, with a par value of $100 of the Interborou.e:h Rapid Transit Pompany, which operates the Subway in New York City. This underlying company pays 9 per cent dividend each year on its stock, which is equivalent to the 4^ per cent intorost paid on the collateral bonds. These bonds differ from income bonds onl}^ in that their interest must be paid. This is an implied oblii^a- tion. The interest is paid as long as the collateral se- curities back of the bonds earn a sufficient income. When this income falls off and a default takes place, the holder of such bonds may take over the collateral by due process of law. They then find themselves in the position of fall- ing heir to other securities, either as stockholders or as bondholders in the underlying corporations. The fact that the securities were unable to earn enough to pay their in- terest, in most instances does not improve the situation much. From a standjxunt of safety, the majority of col- lateral bonds, as a final analysis, cannot be ranked as suit- al)le investments for any one dependent upon income and seen r it V. It mav well be said for some of these bonds that thev are entitled onlv to the designation of bonds to distinL::uish them from stocks, in that they })laee theii* holders in the category of creditors of a cor])oration, whereas a stockholder can only participate in the profits when there are any to disburse. The one nuist l)e paid to maintain the coiporation's solvency ; the other must take its chances. Not infrequently a strong corporation employs its credit merely as the sole security for an issue of bonds. At other times, in addition to pledging its credit, other collateral may be added. AVhere such l)onds are issued they are termed dc- hcntnrc hands. In reality they are but a note like the plain merchant's note such as banks discount every day without calling upon the borrower f(»r any other security than his INVESTMENTS AND SPECULATION 75 name affixed to his note, acccptinp; his credit rating as suffi- cient guarantee that the note \vill be paid when it matures, or else if the bank is not wholly satisfied with the standing of the maker of the note, it will demand, for added security, that the note be endorsed by one or more persons satisfac- tory to the bank. In the debenture bonds, a corporation, instead of going to the banks for a loan, aj^proaches inves- tors whom it is prepared to pay a fixed I'ate of interest for a term of jTars, for the use of their capital. Such bonds should be appraised by the rule ajDplied to a merchant's note— on the credit standing of the maker, and this is us- ually determined by the periodical statements of earnings issued, indicating the profits in excess of all operating costs. In the covvcrfihJc bond, modern finance has evolved a de- vice to tempt forth the capital of investors who, while still wishing to maintain their position as creditors of a cor- poration, desire a speculative opportunity to share in the future prosperity of the business. The convertible bond serves this end. Such bonds carry a call upon another se- curity at a given price, usually considerably in excess of the market value at the time the bonds are issued. AVhen the convertible price is reached, the holders of the bond may exercise the privilege of exchanging their bonds into the other security. The convertil)le l)onds of the Union Pacific is- sued some years ago brought a round profit to those who held them until the company's shares reached their conversion price. The Atchison is another road where this also hap- pened. Among the industrial corporations a striking ox- ample is the American Telephone & Telegraph Company, whose shares advanced to where it became profitabh^ for the holders of an early issue of convei'tible bonds to exchange them for the company's stock which was receiving 8 per cent in dividend, in contrast to the smaller interest received from the bonds. Quite a number of our corporations have resorted to convertible bonds as an expedient to make loans, but 76 LOUIS GUENTHER the successes attendant upon some of these issues by no means cloak these securities with the character of unusual investments. On not a few of this class of bonds, the convertible privileges represent a forlorn hope that an opportunity of making a profitable exchange may present itself. Seldom are there any assets of a tangible character ])lodged behind the convertible bond. If such is the case, their character is stipulated in the mortgage. They are considered as coming within a semi-spoculative class of investments. For that very I'cason they should be carefullv scrutinized bv investors. Their safetv largolv depends upon the issuing company's continued prosperity. With a description of a few more securities included in the definition of bonds of a general character, I shall close this section. The most important of the securities which still re- main to be described is the short term note— a useful fi- nancial expedient in periods when there is a scarcity of capital and, because of this condition, exacting interest rates. To meet this situation, coi']-)orations borrow capital for their pressing needs for only a short term of years by means of notes running for a brief period, and agree to pay interest on them in accordance with the current rate. Tn hard times it would be folly for a corporation to make a long term loan for two reasons, one of which is that such a loan, at the curi*ent hi.L;li rates, would prove unusually expensive if spread over a long time, and the other and more important reason is the disastrous iiifiuence likely to follow in depressing the price of the outstanding lionds which a corporation had sold when there was a plethora of monev and interest rates were low. If the holder of a 4 per cent bond having still ten years to run, saw an opportunity to replace it for a 5 per cent bond of his corporation which would not ma- ture before their security matured, the natural inclina- tion would be to exchange the one for the other. It is INVESTMENTS AND SPECULATION 77 to equalize the interest with the bonds already outstand- ing, that short term notes are employed. This class of securities crowd upon the market in panic years and in the years of depression which follow. Other securities might mature in these abnormal periods which must be taken care of or capital may be needed for other purposes. The late H. H. Rogers, rich as he was, found himself in a tight corner in the panic of 1907. He was just finishing the Tidewater Railroad and needed a few million dollars hur- riedly. It was out of question to raise this money by offer- ing first mortgage bonds, especially on an incompleted rail- road. The banks were not lending any money except on gilt-edged collateral. Mr. Rogers could not allow his cher- ished ambition to fail in this critical period without strik- ing a great blow at his prestige. He was forced to issue short term notes carrying 6 per cent interest and had to pledge to insure their security a large part of his invest- ments in Standard Oil, and shares in banks and gas com- panies—in all over $18,000,000, the income on which more than a number of times provided for the interest on the notes. Mr. Rogers' experience illustrates that periods are reached in nearly every rich man's career when borrowing monev is not an easv matter. Nor do corporations escape the exactions placed upon them by hard times. Municipalities enjoying in normal times the best of credit, are forced to pay large interest to borrow what money they need. A case in point is that of the city of New York, Avhich although at one time, only a few years previous to the 1907 panic, readily sold 3^ per cent bonds at a premium, was forced to raise its interest rate to 4^ per cent. To the average investor the purchase of bonds is based on the interest they pay, but that is not always the income they yield. Figuring out income is a science in itself. A bond may call for 4 per cent interest per annum and yet may yield a larger income than a 5 per cent bond, due to the 78 LOUIS GUENTHER earlier maturity and to the fact that it is sellinj]^ at a dis- count, whereas the other bond may run longer and he quoted at a premium. A table is puljlished and used ])y all bond dealers, bv which mav be determined what the income vield is on each ]x)nd for the length of time it has to run, the price it can be had for and the fixed rate of interest. Reverting to short tenn notes, corporations by their use finance their needs to bridge a period of tight money, de- pending upon their ability with the return of easier con- ditions to refund these obh'gations with a security which calls for a more reasonable interest rate. Most of the large railroads and industrial corporations have found these short term (obligations a great convenience in trying times. "We have what are known as trust receipt.^. These are receipts issued by a trust comi^nny in return for se- curities placed with them as custodians. These receipts, like bonds, are issued in a negotiable form so that dealings in them can be carried on readily. There are voting trust receipts, a security protected by aui^ther security for which a voting trust has been formed, con- sisting of a number of directors. They are also nego- tiable. The scheme of the voting trust is to maintain the control of a corporation in cei^tain hands for a prescribed length of time in order to insure one continued management of its affairs. The idea when properly a2'>plied may turn to a corporation's advantage, but sometimes it is used to peiT)etuate, for a number of years, control in certain hands without the necessit}^ of making heavy investments, which would become the case were not all the stor-k iu a voting trust. Interim certificates are merely promises to deliver Ijonds or other securities when they are ready for distribu- tion and which mav not be enu:raved and all signed bv the pro]ier officers when they are first offered to the public. In their place, certificates, called interim certificortunity of chang- ing his position as creditor into partner at a certain fixed price for the stock, but it may be assumed that if a mine development points to success, the bondholder might as well from the begiiuiing be a stockholder, considering all the risk he has to take, for did the mine fail, he would be out in the cold with the stockholders, except in that he could fore- close upon barren, unproductive mining claims of no value. INVESTMENTS AND SPECULATION 89 Bonds in oil companies are of a similar class. No assur- ance can be placed upon the continuation of the oil supply. To satisfy ourselves as to what a dangerous class of invest- ments these bonds belong, we need look no further than the great mass of such defaulted securities. Of course, I refer principally to mining companies in process of development. There are mining properties whose bonds come within the category of investments. These bonds are, however issued by corporations which are already assured of a certain production and have issued bonds to provide funds for opening up new areas, but which are not dependent for their redemption upon the new ores, but assure their pajTiient, both as to principal and interest, out of their present and known production. There is a large number of such mining corporations, notably so in the case of successful coal-mining companies. I have now covered as fully as it is possible within the narrow compass of a popular text-book, all the principal classes of bonds. !A. reference might be made to steamship bonds which have as their security the vessels controlled by the corporations and also its wharves and docks. The values in such bonds must be considered in the light of earnings statements issued by these corporations, the insurance funds on hand in case of loss of vessels, and the allowances made for depreciation to provide for the wear and tear in water transportation. What wise provisions should be made against the ele- ments steamship lines must constantly fight against has an illr.minating illustration in the loss of the steam- ship ' Republic" of the International Mercantile ^larine Line, a disaster that is still fresh in our memor5\ The sinking of this steamer resulted in a total loss of over one million dollars. Still the loss of this palatial steamer had no effect upon the corporation's resources. It had for years set aside a certain percentage of the gross earnings as an insurance fund for this very eventuality. XV. Ti:\rBER BONDS. Our available timl)t'r rosonrces have reached that stage of dc})lcti()n wh(M"t' what tiiiilx'r tracts remain are consid- ered exceedin,L,^ly vahiahlc. Sd nmch so is this the cnndi- tion that within the last few years timber bonds have come to be regarded as desirable for nse as security for l)ond is- sues. Standing timber of itself is only valua])le when it can be cut and brought at a profit to the market. But for the purpose of securing a bond issue, there are certain ele- ments of risk which should be seriously taken into con- sideration. Above all, the greatest risk is that of fire, which is likely to quickly denude a tract of the greater part of its standing timber. Insurance companies will not accept risks on standing timber, for they consider the hazard as too great. The owTiers of standing timber, however, attempt to guard against fire by many ingenious methods: build- ing ditches and embankments through the tract to check the spread of a fire; establishing patrols and fire stations; cutting away the thick undergrowth ; and back-firing a for- est by expenenced foresters. But notwithstanding all these wise measures of precaution, bonds liased u]ion timber lands should be classified as coming within the class of s]i(M-iila- tive bonds, from which, Ix'cause of the risks involved, an unusually good income should be received by tlutse who in- vest their money in them. A timber bond issue is based upon the quantity of stand' ing timber against which the bonds are issued. "Cruisers,'' or men who measure the timber, are depended upon to make the estimate and on their figures and the market price tim- ber commands, the bonds are issued. From this it may be inferred what great dependence the investors must i)lace upon the accuracy of human intelligence. 90 INVESTMENTS AND SPECULATION 91 To retire the houds a certain pei-eentajj^e is set aside each yoiw fr(ini the sale of the tiniher, and that percentage shouhl ])e large enough to I'edeeni the honds automatically, as every foot of timher cut correspondingly reduces the assets se- curing the bonds, which cannot again he replaced except through new growth from replanting. Where this is done, it is a slow process. There is no general rule by which the intrinsic value of timber can be measured, for chance and the immeasur- able human element largely enter into it. The character of the men behind such propositions is equal in importance, in connection with the safetv of timber bonds, to the safe guards against tires. The conservative appraisal of the amount of timber available, the nearness of the tract to a market, the price of the timber and the percentage set aside from each year's sales, all have an important bearing on such bonds and demand from investors their most careful scrutiny. XVI. GUARANTEED STOCKS. Large corporations sometimes find it more convenient, in securing control of smaller corporations whose strate- gical position or favorable earnings will benetit them, to guarantee the interest on their bonds and dividends on their stock, than to lay out a considera))le amount of money to acquire them. Often control cannot be acquired, as the majority of the holders of the securities of the corpora- tion will not part with them, but do not object to a lease of their property in return for a guarantee of a certain dividend upon their shares. There are a large number of small railroads whose names, if given, would be unfamiliar now to the general public, although they are very prosperous properties, w^hose dividends on their shares are guaranteed by other rail- roads. These roads w^re taken over bv lease manv vears ago, and have become so grafted into the main system of their guarantor roads, that the)' are today, in all essentials, a vital part of the larger corporations. Parts of nearly all of our principal trunk lines are made up of smaller roads welded into one, although existing as separate cor])orations. This is the condition which inves- tigation will show^ exists in the cases of the Delaware & Hud- son, the Lackawanna, the Reading, the Pennsylvania, the New York Central, the Lehiixh Vallev, the Jersev Central and other roads. Some of the small roads whose dividends these roads guarantee, existed before the holding corpor- ations came into existence. The ]\rorris & Essex Railroad is an example. The road w\as built before the Delaware, Lackawanna & "Western, as one system, was planned. Quite naturally these guaranteed stocks as an invest- ment are graded acc(U'ding to the importance which the 92 INVESTMENTS AND SPECULATION 93 properties bear to the corporations leasing them and also with respect to the financial strength of the guarantors. With such financially powerful corporations like the Pennsyl- vania and the Lackawanna, the stocks of leased lines whose dividends they guarantee, grade as high in conservative in- vestment circles as do their best mortgage bonds. That is why these stocks sell at a stiff premium. The dividends guaranteed on some of these leased lines' stocks run as high as 12 per cent to 16 per cent per annum, but they command prices which i-educe their net yield close to 4 per cent per annum. The holders of these securities, which consist either of estates to whom the shares were left, banks, life insur- ance companies and individual investors, are not anxious to dispose of these stocks, as they fully realize the intrinsic value of their investments. The more closely guaranteed stocks are held, the more it reflects the superior position accorded them in financial circles. There are leased line guaranteed stocks which could be safely regarded as immune even from the severest panic. Their impregnable position is entirely due to the fact that they could not be adandoned without dismembering an im- portant system, a thing which the o^vners of securities amounting to millions, would not permit under any cir- cumstance. Railroad policies enter largely into the policy of absorb- ing other roads bj^ means of leasing. The elimination of competition at times, is behind the policy. At other times one road will acquire control of another to keep an impor- tant rival from gaining an entrance into a certain territory. Again the purpose behind such a deal may consist simply of the idea that the lease would prove profitable. The long-headed people back of the Canadian Pacific had plans to get into Chicago. To build a road to the im- portant traffic-originating centers would prove a costly bit of financing, and even then it would remain a serious prob- lem whether a new line could earn its board. Therefore, 94 LOUIS GUENTHER when the Wisconsin Central was in the market, the Cana- dian Pacific saw an opportunity to reach Chicago without great expense, by leasing this property, in return for wliich it guaranteed a small dividend on the road's preferred stock. In the expansion of our railroads, the practice of ab- sorbing, by lease, important roads with whirh an alliance would be pr{»fita))le will go on steadily. With the growth of traffic on these leased lines, their business frequently turns into the treasury of the controlling road a good profit, as they are entitled to the profits in excess of what is re- quired for the dividends they guarantee. As the earnings of the leased lines are ineluded in the earnings of the controlling lines, there is no way of detor- niining what is their actual income return. But in this the investor is not actually interested, as long as the guarantors hold good their guaranty. It is realized that they cannot de- fault in the payment of the dividends without losing control of the property, which they seldom desire to do. Industrial corporations also guarantee the dividends of rivals they have absorbed. Their guaranteed stocks should be judged hy the margin of ]U'ofits they report in their an- nual statements. In this manner their securitv as invest- mcnts can be properly appraised. XVII. AMORTIZATION AND SINKING FUNDS. Amortization means the reduction of debt. A corpora- tion issuing bonds may prefer to provide for their payment when they mature through a sinking fund, for the account of which a stated sum is set aside each year, rather than to rely on other means to discharge the debt when it falls due. This policy has many advantages. It makes it much easier to discharge the debt, as the payments made when spread over a period of years are less burdensome than when provided in a lump sum. Then, also, contributions to a sinking fund to amortize gradually a bonded obliga- tion, can be made to earn interest, which interest, compound- ing itself, also accumulates money towards the pajanent of the debt. Thus money is made to earn money. It is frequently provided, in the interest of a sinking fund, that bonds, for the retirement of which the sinking fund has been created, can be repurchased at a stated price, either by call upon the holders of the bonds or in the open market. A corporation either then cancels the bonds and reduces its fixed charges, or pays into the sinking fund the coupons of the bonds which have been purchased for its account. There are various ways by which a sinking fund oper- ates. They cannot all be mentioned here. But a ])(>nd that has set aside for its retirement a sinking fund, or for which arrangements have been made to amortize by gradual pay- ments is considerably strengthened as an investment where the operations of a corporation are profitable. The fact that a sinking fund has been created for the retirement of certain bonds is not alone proof of strength. If a corporation is making no profit, it cannot lay aside money for its sinking fund. Certainly it ainnot take the 95 96 LOUIS GUENTHER necessary money out uf its capital, as that only weakens the corporation in one direction, without strengthening it in an- other. Where the advantage of amortization lies, is in connec- tion with bonds issued b}^ producing mine companies, and cori)orations engaged in operating in perishable assets. By setting aside a part of the proceeds from the sale of its prod- ucts, it is more certain to retire the bonds whon thoy ma- ture. Without a sinking fund, surh coi-porations face the danger of not having the money on hand to pay off the bonds and have no way of attaining it, should their properties ex- haust themselves, XVIII. BONDS FOR WOMEN AND ESTATES. Investments for women and estates ought to have elim- inated all the speculative elements, as far as human fore- sight can guard against them. Women and children belong to a class of investors who can least afford to take risks, no matter how small, as they have no means of repairing their losses in the event that any of their securities go wrong, dependent, as they are, upon the continuation of their incomes. An ilhistration of how necessary it is to exercise ex- treme care when making investments for women and es- tates is recalled in a distressing case that came to my at- tention as the outcome of the failure of the Third Avenue Railroad. An elderlv woman was left 300 shares of the stock in this company when they were selling around $200 a share and when there was not even a breath of suspicion that anything could go wrong with this property. This stock represented an investment at the then market price of over $60,000 and was sufficient to give the woman an in- come of over $3,000 a year, enough to jDrovide for all her ne- cessary comforts. Overnight her fortune was swept away and her income vanished as the result of the faihire of the company. In place of comfort for her declining years she saw poverty staring her in the face. She was finally pre- vailed to seil \\vv stock for $30 a share, stock that cost $200, for she had no means with which to pay a large assessment, and on the interest she receives from her money in a strong savings bank, she is finding it hard to make both ends meet. It would have been far better for this woman to have had her $60,000 invested in government bonds even though they would have brought her an income of only $1,200 a year. B.VII— 7 ^"^ 98 LOUIS GUENTHER I cite this ciisc to clearly point out that the smallest risk can quickly become the j^reatest risk. Such bonds as con- struction bonds, mining bonds, collateral bonds, unsecured debenture bonds and notes, or for that matter any bonds un- less properly secured by physical assets, belong to invest- ments that camiot be safely recommended to dependent women or estates. In saying this, there is no intention to retk'ct ui)on the desirable securities of this class, of which there are many, but to emphasize the advisability of miui- mizint; all risks. Securitv for such investors is the foremost considera- tion. Income is secondary. The undoing of most of these investors di recti v results from a desire to increase the in- come at the expense of safety. In the selection of investments for women and estates the suggestion is made that the same rules be applied as govern the investments of savings banks in Massiichusetts, New York, Connecticut, Illinois, Ohio, Pennsylvania and other states. These laws are the combined result of tho most careful study in determining the safest character of investments. Copies of these laws may be easily secured by writing to the secretary of state of each of the respective states. XIX. THE MARKET FOR BONDS. Much discussion has arisen over the question as to whether a bond is in a stronger position as an investment if it has a quick market or not. It cannot be denied that marketability has certain advantages, but on the other side of the question, there is also the indisputable argument that the broader a market for a bond, the less income it brings. This question is one largely decided by the needs of the investor. If he desires a permanent investment, one which it is his intention to hold until maturity, the ques- tion of a market is not of prime importance. The question is important, however, for those investors and banking in- stitutions forced to realize quickh^ upon their securities in order to obtain funds. If a market were the essential requirement for all in- vestments, manv inactive bonds would be excluded from consideration, even though from a point of absolute se- curity, they are sometimes far safer than some bonds which may be sold readily at any moment they arc offered. To a large extent would this be true of real estate and farm mort- gages, which are excellent investments and are purchased to hold until they fall due. Nor is a quick market the most desirable for timid investors. A general decline in the se- curity markets which may have no bearing at all upon in- vestment values might harass these timid souls through their fears to sacrifice their securities when there is no warrant for it. Fear cannot be reasoned with intelligently. No panic ever takes place in which there is not also Avitnessed a whole- sale slaughter of frantic investors, who, a few months later, keenly regret that their fears made them throw their se- curities on the market. It is because of this that I say that 99 100 LOUIS GUENTHER an active market is not essential to the permanent investor. If the bonds he holds are those of a solvent corporation and sufficiently secured, a decline in the market price below what the security cost him, does not impair his investment. It must be paid one hundred cents on the dollar when due. In the meanwhile, market fluctuations cannot interfere with the continuation of the income. It is security that is most desirable, not a market, nor should investors be influenced seriouslv bv the theoretical discussion about the increased production of gold reducinpj the purchasing power of gold, which may affect the income of an investor in making the return go less further than be- fore, for the income is fixed. "We are now in this year of 1911 passing through a period of liquidation which is again bringing to a lower scale the cost of living, by the decline in commodities. All such discussions arc more or less theoretical. XX. THE CHARACTER OF AN ENTERPRISE. Over one liimdred million dollars annually are engulfed in the whirlpool of predatory finance. This is the amount one conservative estimate places as the tribute paid each vear by credulous investors to the modernized American confidence man who has deserted gold bricks and green goods for the more inviting opportunities offered in selling worthless shares. It is difficult to explain how it is that a people, normally intelligent as a class, permit themselves to be victimized each vear out of such an enormous toll. Greed alone is not responsible for their credulity. A more logical reason is to be found in the great ignorance shown by the average investor of the character of securities. The majority act up- on the assumption that everything is right without first in- vestigating. They rest their faith in the honesty of the men who are asking them to invest their money. They assume that the public authorities would never permit these men to carry on their business were they aware beforehand of their dishonesty and that the powerful newspaper press would never allow them to use their pages to advertise their securities unless their backers were honest. Unfortunately the authorities proceed upon the theory that it is none of their business to act upon the initiative or that they suspect a fraud is being perpetrated. They con- tend that more pressing duties occupy their time and they cannot afford to investigate all the investment propositions as soon as they make their appearance. They, therefore, wait until a complaint is lodged with them before bestirring themselves and in most cases a swindle has by that time gone too far and already the greater part of the mischief has been perpetrated by the time some victim has become sus- 101 1^2 LOUIS GUENTHER picious onoii,i!:li to lodge a complaint. As far as some of our powerful newsixnpers are coucenied, it is unfortunate that their moi'alitv is no more thaiia eold business morality. Some of their puhlishei'S maintain that their readers must exer- cise their own intelligence ah<>nt tlic investments offered ill the advertising columns. '^J'hev sav thev do not I'ccoui- mend them. They require and desire the large revenue derived from illegitimate financial advertising, running into the thousands every year, and are perfectly willing to salve their consciences bv assuming an innocence of knowl- edge as to the real character of the proposition offered. A prominent government official has severely arraigned the newspapers which accept this class of advertising for their share of the guilt in the annual loot which the dishon- est investment proposition takes from the public. He has charged that these swindles could not exist without the co- o])eration of these newspapers. P)Ut this is not all true. The liberty to use the mails for the distribution of prospect- uses, literature and letters is equally responsible for their existence and success. If the newspapers were not as ac- cessible as they are these schemes would still be carried on through the mails. If it were possible, without encroaching upon the lil)erty of the i)ress and the use of the mails, to bring about an in- telligent co-operation between the newspapers and the postal authorities to surround investment pi-opositions with ]n'op- er restrictions, thei-e can be no qu(^stiou but that the harm they do could be materially curbed. Even then unsuspect- ing and uninquiring investors cannot be wholly protected against their own ignorance. There is but one way for them to guai'd themselves against outright swindles and this is ])y tlic cxci-cise of a little common intelligence. M1ie brief investigation before investing will, in the ma- ioritv of instances, save the investor his monev. But the usual practice is to invest first and investigate afterwards. At least my experience in my correspondence with invest- INVESTMENTS AND SPECULATION 103 ors who have bought doubtful securities, shows this to be the tendency. I purpose here to outline some of the essen- tial factors relating to ever}" enterprise about which invest- ors should fully post themselves. If they follow the course laid down, there is little chance of any swindles getting their money. The Nature of the Enterprise. It is important to consider seriously the nature of the enterprise. If its basis is sound, the prospect is good for its success under a capable management. This may be deter- mined by a comparison with undertakings of a similar char- acter, by which it can be showm if they are profitable else- where. Competition is also an important factor to con- sider. AYliat sort of competition will be met with and what degi-ee of opposition must be faced? Has the enterprise peculiar advantages over others in a similar line? This should be brought out, as well as all the advantages indi- cating that the enterprise can be profitably conducted un- der existing conditions. These are the general problems to which investors would do well to give the first serious thought. When satisfied in this regard, the next step is a careful examination of the plan of organization. Corporation laws differ. Some states are more liberal than others, some states even going so far as to invite the incorporation of enterprises by loose laws, none of which is for the benefit of the stockholders. The corporation laws of Maine, Delaware, New Jersey, North Dakota and Arizona are all so framed as to vest the management of a corporation with such discretionary power and secrecy that it works the gi*eatest harm to the stock- holders. The stricter the laws under which an enterprise is incoiiiorated the greater are the interests of the stock- holders safeguarded. The amount of capital is very im- portant. The more reasonable, the greater are the chances 104 LOUIS GUENTHER of success. No less important is the manner of the issu- ance of the stocks. Has it been issued in whole or in part in return for the property turned over by the incoi-pora- tors? If so, in what proportion and for what property? A knowledge of this will throw some light upon whether the money of investors will be used for the exploitation of the business of the enterprise or flow into the pockets of the promotei'S. Is the stock offered for sale full paid and non-assessable? It is the law of some states that stock bought for less than its par value places on shareholders the liability for the difference in case of insolvency. Suit can be started by the creditors for the recovery of the difference. Corporations evade this statute by turning over the assets for the shares, in this manner making them full paid and non-assessable. Part of this stock, if not the whole, is then put into the treasury to be sold to secure working capital. It should also be determined whether any of the stock has preference and of what this preference consists. Foreknowledge in this re- spect is to be fore- warned against any suip rises. By know- ing what, if any, stock remains unissued and is hold in the treasury, one may tell the sources of new revenue open to the corporation, as new capital can be raised as it is needed by the growih of the business. A copy of the by-laws should be examined carefully, as from them the prospective share- holder can determine the extent of the powers vested in the officers and directors of the corporation. Who has the stock control? The character of the men is such that it can either make or break a coi-poration. In their hands rest the rights of the smaller stockholders. Are they men whose past conduct in the management of corpora- tions is such as to assure that the rights of the minority shareholders will be fully maintained? Finally, in the plan of organization are there any unusual features in the char- ters of the by-laws which may be employed in the future to the detriment of the stockholders? INVESTMENTS AND SPECULATION 105 Present Condition of the Enterprise. An examination in this respect can be divided into three classifications : First, into the property ; second, into opera- tion ; and third, into the finance. To begin with the first, there is the property or the rights controlled. Herein are the elements of success. Has it any value and how have the values been estimated? The an- swer to this inquiry can determine the measure of conserva- tism or exaggeration back of the enterprise. If the properties or rights are o'^Tied outright the more certain the foundation on which the enterprise is being built. Less assured is the future where the properties are held under lease, license, grant, option or otherwise, for the failure to comply with some terms is liable to break the con- tract and the loss of the property. If the property is owned outright, the titles should be perfect. If there are any en- cumbrances on the properties or rights, the investor should know it, and what the amount is. If thev are not owned outright, the holding papers should be in proper form and it ought to be known also if the holding terms are reason- able, satisfactory and safe. ^ With all the facts kno^vn, then some ideas ought to be formed as to what the property is likely to bring in case liquidation is forced, and with all these facts before the in- vestor, he can form an intelligent conclusion regarding the present condition of the enterprise. Coming to the second consideration as to operation, the first thing which should be found out is : AVhat have been the operations up to the time the investor is asked to pur- chase the shares? Then, what have been the results and to what extent have they proved profitable? Another fact to ascertain is whether difficulties have been encountered, and, if any, their nature. Find out about the demand for the product or the operation of the enterprise and what is its present status financially, as well as physically. Then, are 106 LOUIS GUENTHER the books proporly kept and are they open to the inspection of the sliarelioklers? The third consideration, and one wliich relates to the very heart of an enterprise, is the state of the finances. Fii'st, there are the assets as they exist— their cliaracter and their actual value. At least an investic^ation of the assets will ixuard ai^ainst a later discovery that thev are niostlv of paper value and not real. It is important to have a clear knowledge regarding the debts, claims, fees, rents, royalties or other pa^^nents or ol)ligations due and which must be met. Knowing this, the next step is to ascertain the resources available, out of which these debts are to be paid. Who handles the money and what safeguards are provided to prevent improper disbursements? It is also important to know what, at present, the running expenses are and what they are likely to be, including the salaries of the officers and managers, to ascertain whether these important outlays are upon a consei'^^ative basis. Then there are the directors. "Who are they? A\'liat is the past record and present business standing of each? VTho are the active members of the board? AVho, if any, are inactive? Are the meetings held regularly and are they fully attended? VTlw compose the executive com- mittee, if any, and what are their powers? Above all it should be ascertained if the directors are stockholders io a material amount. It is but reasonable to suppose that if they are financially interested in the prosperity of a cor- poration, the more conservative will their management be. Who ar<' the ofReors? '\Miat are their previous reeovds? What are theii* special present qualiti(^ati(^ns? Are they able to Work togethei* without friction? What conipensa- ti(tn do thev receive or are thev to receive, and are thev in- terested in the enterprise beyond their salaries? What is the general ]>lan of o])erations they have majiped out for themselves and what led to their adoption? INVESTMENTS AND SPECULATION 107 Some General Questions. With a clear intelligence regarding the above problems, there still remain some general features which should be thoroughly investigated. Serious consideration should be accorded to the previous history of the enterprise or the property or undertakings on which it is based. If inven- tions enter prominently, what is the previous record of the inventor? By whom are the statements made, and is the party making them reliable? Finally, are there any con- tracts or obligations not now effective by which the enter- prise may subsequently be effected? With all these facts before the investor and carefully considered, he is at least assured against falling a prey to any financial sharps. Neither they nor theii' enterprises could furnish a clean bill of health where probed by an ex- amination as thorough as assured by the different ques- tions outlined in this section. While they are by no means a complete assurance against loss, as an honest enterprise mid the good times. Shrewd men like Henry H. Rogers, AVil- liam A. Pockefeller and others equally powerful, were con- firmed bulls on the country and backed their faith of much INVESTMENTS AND SPECULATION 115 liigliei" prices for the leading securities listed on the New York Stock Exchange by accumulating vast blocks of shares. According to the signs of the charts, their position was correct. The flood tide in the prices of stocks had not been reached. But without a visible sign of a lowering cloud in the business horizon, a fatality occurred which rent asun- der all their well-laid plans and involved them in huge losses. The panic of 1907 came unheralded by any of those advance signs which in the ordinary course of events cast their shadows before the eyes of shrewd students of condi- tions. That fatality was the San Francisco earthquake. It came like a bolt from a clear sky. The destruction of over $200,000,000 of actual wealth proved like a vacuum bursting, in which money required elsewhere had to rush in, to mitigate human suffering and prevent the total ruin of fortunes invested in the stricken citv. It found the credit structure of the moneyed centers in the country in a vul- nerable position. No money in large volume could readily be spared within so shoii; notice without withdrawal from other channels and as the necessity was most urgent, sacri- fice had to be made by letting go of the more quickly sale- able assets, which were securities. The earthquake caused the panic ; that was unexpected. Another indication that there is no accuracy to specu- lation is the explosion of the theory regarding the recur- rence of panics. For some years we have held to the belief that between panics an interval of about twenty years elapses. But of late, money panics have occurred with greater frequency. From 1900 to 1910 there were two panics, varying in degree of intensity. If it were at all possible to gauge accurately beforehand the years in which we are to see great prosperity and then adversitv, there would be hardlv anv necessitv for the exer- cise of the keener perception upon which successful spec- 116 LOUIS GUENTHER Illation must depend for a profitable fruition. All that would be needed is to watch for the unfailing signs and tlien trim sails accordingly. Another fallacy we often fall into, is the belief that a panic in Wall Street is a localized affair and cannot dis- turb the prosperity of the country. AVe have seen an im- pression extant something akin to this durincr 1907. Other parts of the country were confident they would not foci the effect and the press was particularly concerned in point- ing editorially to reasons explaining and emphasizing this view. But it was not six months afterwards before the en- tire country was in the grip of the depression the panic superinduced. In a few^ months the banks in the large in- terior cities were forced, because of the scarcitv of monev, to resort to clearing-house certificates as a measure to re- lieve the stringency. Money has its capital centers in each country. As money is the basis of credit and is also the life fluid of business, it cannot be otherwise than that the prosperity of a coun- try will be disturbed and checked when there occurs a ]">anic in the principal money centers. Then a condition of atrophy is brought about. Business receives a swift check, almost always unexpectedly and when least prepared for it. Sometimes a panic is brought about by the most unusual occurrences. At times it comes by the most unexpected happenings and the direct cause will always be found in the over-extension of speculation. One instance I have in mind was the sudden death of Governor Roswell P. Flower, who was a great market fac- tor and who, because of his unusual success as a specula- tor, had behind him a great following in the securities in which it was known he w^as most largely interested. His death, overnight, paralyzed his following. They were thro^^^l in a panic of fear by the sudden loss of their leader. What were imposing fortunes the day before were swept away as if by a tidal wave, and in place of the wealth there INVESTMENTS AND SPECULATION 117 was ruin, on the day following, to thousands of specula- tors, caused by the sheer and heartsickening decline in prices of securities. Another similar case of the unexpected, but this time not from the death of a great financial captain, was the memorable flurry in Xorthern Pacific stock as a result of the Titanic struggle for control of this important railroad system between E. H. Harriman and his banking ally, the great banking house of Kuhn Loeb & Co., on one side, and James J. Hill, backed by no less a great banker than J. Pierpont Morgan, on the other, Northei'n Pacific shot up to $1,000 a share. Were it not for a private settlement on the price after peace was again restored between the two rival factions, the financial district w^ould have been a mass of wreckage, since but little of the stock sold under con- tract to deliver next day was obtainable, as the control was held tightly by Plill and Morgan. Jay Gould's efforts to corner gold, when gold in Wall Street was still considerable of a speculative commodity and there was a room in the Stock Exchange set aside for traders in it and known as the Gold Room, brought Black Fridav, one of the blackest davs in our financial annals. These illustrations will confirm the contention I make that it is the unexpected which changes the course of specu- lation. It is the unexpected against which no precaution can be taken. To the lay mind it will be somewhat puzzling how the effect can be so ruinous. With a little clearer knowledge in the rough of how speculation is carried on it will be more readilv understood. Most speculators do not buy outright, that is, with their o^vn money. They usually operate on margins. That is, they will buy a block of stock, it can be wheat, cotton or something else just as well, through a broker, paying a cer- tain percentage of the purchase price and leaving it to the broker to arrange a loan with his bank for the balance. On this balance the speculator pays interest. 118 LOUIS GUENTHER As the stock declines he is forced to protect his equity ill tlie stock ]\v ]nittin^ up more money or iiiarj^in, and if lie has not the cai)ita1 or comes to the couclusi(Hi that the decline will continui' and does not c^ire to run the risk of fui-ther loss, he sells out or is sold out, the bank liquidates its loan, the })roker deducts his commission, and if there is nnythini:: left, tlie speculator .uets the Italance. If he is in deht heyoiid his niarixin he must make the difference good. P>ut it seldom reaches this point, as the loans made are care- fully watched and closed ere the lender's margin is ex- hausted. In i)anics, or when the unexpected ha])pens, the change in ])rices occurs so swiftly and suddenly that often the spec- ulator has no time to protect liims(>lf before his loans are liquidated as a matter of precaution. As for the outright holders of securities, thev are harassed hv fear to unload to prevent further losses. In such times securities are reck- lessly thro\\Ti upon the market from all sides, and prices smash. XXTI. EFFORTS TO PREYFXT RPECULATIOX. There breaks forth periodically from prudish, but woll- mcaniug jocople, jDrotcsts against all forms of speculation in stocks or commodities. Appeals are made regularly to the legislative arm of the Government to put a stop to spec- ulation through the enactment of repressive laws. These out-bursts of public temper usually arise out of a specula- tive debauch or directly result from abnormally high prices, which speculators are charged with bringing about. These outcries are typical of restless human nature. The public as a whole sometimes acts as one big machine, permitting itself to be propelled unthinkingly hither and thither by some forceful leader or set of agitators who mo- mentarily have caught the popular fancy. These risings are sometimes successful and laws to curb or wholly sup- press speculation are framed. Nor is this aroused state wholly a characteristic of the American people, who are, an^^way, a cosmopolitan nation made up of many races. It breaks forth among the peoples of other nations. The Gemians, stolid as they are, rebelled against the speculation in grain, claiming it enriched only the millers and placed a heavy burden upon consumers. A gi'eat outcry arose in Holland following the insane spec- ulation in tulips centuries ago. England felt the clamor frequently and most pronouncedly after the collapse of the South Sea bubble, while France was rent with the protest of the populace against speculation twice, in a way t(t be- come historic: The first time, when John Eaw's grandiose Mississip])i ])ubl)le ])urst, and the othci-, when the De Les- seps Panama Canal scheme smashed. With us, a year hardly passes but that there is intro- duced either in Congress or in the assemblies of our dif- 119 120 LOUIS GUENTHER fercnt states, laws to stop margin-trading, as speculation in stocks is called, or dealing in options, either in grain or cotton. But up to the present time no laws have been en- acted to interfere seriously with speculation. Our more sober intelligence has so far checked any attempt to con- struct bars against a practice which serious thinkers real- ize is the very incentive of our material progress. Germany once succeeded in stopping speculation in grain. The farmers and the consumers soon felt, as a re- sult, that the burden fell upon them and not upon the traders, who formerlv dealt in this commoditv on the Bourse. Without a public market on which a price for their gi*ain could be made through free and open barter- ing, the farmers had to sell for any price they could get and never knew whether the price was standard. The millers had the price-making power for flour wholly within their control. It was not long before the Germans were equally as anxious for the restoration of trading in grain on the Bourse as thev were a few vears before to i)ut it dowTi bv force of law. The rise in public opinion against speculation has its counterpart in similar demonstrations against the liquor traffic and yet wherever the law has succeeded in driving liquor out of a community, statistics have proved the pres- ence of a greater number of inelu'iates than when the traffic was allowed to be carried on in moderation and under the supervision of the authorities. The minister of the gospel from his pulpit thunders against the evils of speculation with no less vigor than he portrays all the sins of the flesh for which Demon Drink is responsi])le. As they are popular themes they lend them- selves readily to the eloquence of orators. Nor is this all : Blind ignorance, greed and rashness are responsible for many unfortunate victims of each of these twin evils in their eyes; therefore, they have many shining targets upon which to aim their shafts of invective. INVESTMENTS AND SPECULATION 121 But the deeper and more tolerant thinker peers be- neath the superficial exterior and sees there a plausible and justifiable reason for the use of liquor. Wine and beer used in moderation never harmed a race. The Germans are no less virtuous than any other race because their favorite beverage is beer. The only difference is that their liking for this mild drink has been kept within the bounds of moderation. The corrective against the evils of intemper- ance lies in education in pointing out the harm which comes from over-indulgence. Laws cannot be relied upon to curb the appetite. With speculation it is much the same. Intelligent spec- ulation is no crime. It is not gambling. It is merely pit- ting human shrewdness against the uncertainties of the fu- ture. For that matter, life itself is a speculation in which ministers, prudes and agitators hope to avoid sickness and accident and live their allotted span of life. Between spec- ulation and gambling there is as much difference as there is between night and day. Speculation commands the exer- cise of the greatest measure of acumen, where gam])liug trusts ever}i:hing to luck and the turn of a card. Experience has demonstrated far too convincingly that wherever speculation has been leashed by the iron bonds of the law, the effect has been almost an immediate stop- page in the material progress of the country. Market places where average prices are created are destroyed, which in it- self is a great detriment, as the sellers cannot know whether or not the buyers are paying them a fair price for their pro- ducts. Almost Everyone Speculates. A man believes that a corner store in his neighborhood is a good location for a dry goods business. He leases the store for a year or a teiTn of years at a good rental. He contracts for a large bill of goods. He has his store sub- stantiallv fitted out. In fact he has invested considerable 122 LOUIS GUENTHER nioiK y in his cnti'ipiisc and made himself liable to whole- sale merchants for a stiff V)ill of goods, before he has even sold a paper of needles, all Ix'eanse he has arrived at the con- clusion that the location he has selected for his business is favoral)le for the d('velo]iment of a good trade. Xo one would dare charge liim with speculation. If any one did so, that man would be regarded as a hare-brained crank. Yet the storekeeper is speculating just as much as if he had V)ought so many shares of a stock whose earnings would justify the belief that there would be an enhancement in value. If ]»eople failed to patronize his store, and if sales were insufficient to bring a profit, he would have to suffer losses represented in the difference between what this stock brings and what it cost, and his loss of time and rent until he could rent the store to some one else before the expiration of his lease. Fond parents, when they send their children to college to acquire an education to fit them for their struggle of existence, may not realize that when they invest their money upon the education of their loved ones, they are speculat- ing upon the children's using the opportunity pro]>erly. Their boy or girl may absolutely waste the opportunity in frivolities and leave college even less fitted for life's battle than other young people whose parents' circum- stances were such as to make it impossible for them to ob- tain a c(tllege education. A tailor cannot tell when he is laying in a stock (^f woolens whether they will meet the publie taste. Tic de- pends entirely upon his judgment when placing his orders, which he does months before the season has set in. Is he not speculatiTig? Whv, even the grocer speculates when in the early morn- ing he drives his wagon to the market for his daily sup]")ly of greens, vegetables and dairy ]iroducts. R<1 does the butcher in his trade. Tie figures that his regular patrons will order a certain supply of meat. He also knows that if INVESTMENTS ANL SPECULATION 123 they fail to do so, what is left over must be made good out of his daily profits. AVlicn the farmer tills his soil and puts it to seed in the sprinj;-, he speculates, does he not, on a favorable outcome of his harvest? Not only does he speculate but long before the time has been reached to garner the fruits of his sea- son's toil, he has already pledged part of the harvest for loans at his bank, dejDending entirely upon his crops to take them up. Human endeavor, whichever way it is directed, largel}^ speculates upon a favorable outcome. The manufacturer invests considerable money in raw products to turn into finished articles, and in labor, counting upon a steady de- mand from consumers for his profits. If he needs money, he borrows from the bank, expecting to repay the loans from his sales. The wholesale merchant, whether he deals in dry goods, coal, groceries, jewelry or the dozen and one staple commodities, does the same and assumes the same risk, putting his judgment against the future. In going into these minute details, I merely attempt to show what misconception exists regarding speculation. The critics take the shadow for the substance and hold the sul)stance responsible for the evil effects of the shadow. If a man fails in speculation and is ruined in conse- quence, he is pitied and speculation pilloried before pul)lic opinion as a crime. If he fails in business as a result of misjudging his op- portunities, he is not pitied, but condemned as an inca- pable business man, although underlying ])oth misfortunes there must have been the same cause, a gi'eed to bite off more than could be cared for, or greed to acquire a fortune quickly, even at the risk of rashness. There are any number of people who buy real estate or farm lands every year, knowing full well they have not the money to purchase it outright. They make their pur- chases subject to the encumbrances or mortgages already 124 LOUIS GUENTHER standing against the property. AVhat money they pay out is for the equity and nothing else. They are confident of their ability to care for the interest on the mortgages. They expect their equity to increase in value sufficiently to en- able them to tuiu over their property to some other buyer at a good profit. Even the more humble wage worker does this when he buys his home on the installment plan from a builder, who himself, to construct the house, has already plastered it with a mortgage to his banlv, and the interest on which mortgage the wage-earner must pay in addition to paying off the equity in easy installments. In each instance, the buyer is buying on a margin ex- actly in a similar manner as he would buy on margin cer- tain stocks or certain quantities of grain or cotton. Some one else lends him the money on the unpaid balance on which he pays interest. Yet some people hold this practice to be wrong, to be gambling, while they hold the purchase of real estate on part payment and financing the remainder by a loan as a legal and ethiciil transaction. If the one be wrong, the other is also. Moreover, there are as many failures through over-ex- tension in real estate operations as in stock speculation. As many people have their property sold through foreclosure, because of their inability to meet their interest, as there are people who have their speculative commitments in stocks closed out through iua])ility to provide more margin. The evil in speculation is not in speculation itself. Where it arises most is through ignorance of conditions. Un- scrupulous brokers and mercenary ''tipsters" are to a large degree responsible for the odium so frequently heaped up- on speculation. They tempt people into the whirli-iool, where the most acute .iudgment must be exercised. These people have no knowledge of the principles of speculation, but the operator drags them in by appealing to their greed and cupidity. They are told about what great fortunes are INVESTMENTS AND SPECULATION 125 made on a few liiuidreds or thousands. They are induced to so over-extend themselves that the movement in their specuh\tion of a few points against them completely wipes them out. The most festering sores on speculation have been the bucket-shops. Their gain lies in the losses suffered by their patrons. The more they can shake out, the greater the profits; therefore, it was at all times to their inter- est to tempt their customers to operate on slim margins. Fortunately, these concerns, which were no more than gam- bling shops, as they very seldom bought securities outright and in which speculation was reduced to guessing on the day to day fluctuations and not infrequently from hour to hour, have now been driven out of business by most of the states. Of late the United States Government has also tfiken a hand in extinguishing them, as it can do since their existence depends upon transacting most of their business through the mails. However, equally mendacious is the "tipster," the ad- vertising tipster who brazenly proclaims in large t\^e that he is in a position to tell beforehand certain movements in securities. These charlatans succeed in garnering a harvest of ignorant and greedy victims who, with a child- like faith, swallow their statements in absolute confidence, and plunge blindly into buying the stocks recommended to them as going to jump many j^oints, only in the end to lose all their money. It is paradoxical that some peo])le will be- lieve such stories coming from strangers, but when it comes to business transactions with which they are familiar, they are as shrewd in their bartering as the chief character in ** David Ha rum." If the average person would only pause to think that if these tipsters were so certain of success even in a tithe of their supposed information, they could make in a night a fortune large enough to place them above want for the rest of their natural lives and beyond all necessity of retailing their information for the twenty or ten dollars they succeed 126 LOUIS GUENTHER in cajoling i'l-oin trusting, aiiibitiuus persons who strive to get rich hurriedly on inside information, most of which is purely guess work. Yet these Cagliostros of the linancial centers have con- tributed largely to the disrepute speculation occasionally falls to in this countrv, due to the laxitv of the auth(trities, who, it seems, might find some way tn drive them out nf business. There are also the so-called financial geniuses wh<» have devised a system of reducing speculation to an accurate science, who by charts or other devices, claim they can accu- rately gauge the fluctuation in prices so that there is no risk whatever. Scheme after scheme of this character has been launched, each one finding some following, at times lai'ge, at other tmies but a beggar's guard of embryonic speculators. Some have been put forth by sincere fools; others by outright crooks who know only too well how to at- tune their plans to the credulity of the public. But none ever succeed. One by one they go to pieces, leaving in their wake a train of victims. Speculation cannot be harnessed to comply with any man- made laws. Keen insight into conditions, a thorough famil- iarity with the earnings of certain properties, or the C(Ui(li- tion of the crops, if this is the commodity in which a spec- ulation is concerned, and a clear knowledge of the tenden- cies and trend, are abilities making for successful specula- tion, and they are individualistic, not mechanical. A person might as well try to bi-eak the T>ank of ^lonte Carlo on a system (»r any other game of chance as to attempt to reduce speculation to a science. It cannot be done, for there are too manv elements of uncertaintv. Life itself consists of uncertainties. AVithal, intelligent speculation is absolutely necessary tt> the mate- rial progress of a nation. Risks must be taken to make head- way in business as well as in the purchase of securities or connnodities. INVESTMENTS AND SPECULATION 127 The country as a whole lias spent all the pvoeeeds of a harvest in anticipation of it, long before it gets to the mar- kets, and immediately starts upon contracting liabilities, ex- pecting to meet them out of the next harvest. When it over- does this and is disappointed, the country pays the penalty by a business depression. We discount the future, and in doing so, speculation plays the largest part. It is impos- sible to denv this fact. None of our railroads, nor any of our largest corpora- tions could have ever attained their prominence or magni- tude were there not an army of optimists confident of their growth, willing to take chances in the enhancement of the value of their securities when they were low. Where would these properties have raised their necessary capital without these speculators? And when we consider that, as a result, many millions of persons find emplo^^nent, we can see one of the great bene- fits arising from speculation. Speculation in itself is vitally necessary. Its abuses are what we should strive to control. IMuch of that can be done away with by the spread of intelligence regarding its operations. XXIII. THE MYSTERY OF A B^U^AXCE SHEET. Corporations whose securities are largely in the hands of tlie public ought to furnish their shareholders a state- ment of their financial condition at least once a year. Ac- conipanying this annual report there should be a statement of the earnings and disbursements during the year. Shareholders have a right to know what the managers of their corporations are doing in a business way and how their proi>erties are being managed by those chosen among them to officer and direct them. Not all corporations, however, do this. Various reas- ons are given in explanation. Some claim that in making their affairs known they lay their trade secrets before com- petitors. Other corporations assert there is nothing to be gained by revealing their profits as long as the stockhold- ers are receiving dividends regularly, but that such disclos- ures are likely to subject them to annoying inquisitions from tax gatherers. In answer to the first statement it is to be said that financial statements can be prepared so as not to reveal trade secrets. In answer to the second claim, no corporation ought to shirk paying its legitimate propor- tion of taxes. Secrec)^ regarding financial operations has a bad effect U])on confidence as it rightly should have. Unless a corpor- ation is a strong one and has had an enviable financial rep- utation for years, the refusal to make its affairs known to the shareholders has the inevitable tendencv to create the suspicion that not all is as well with it as the corporation would wish to have the shareholders believe. As a matter of i»ii1)lic policy, the National Government has made it cominilsory for the railroads to make monthly reports of earnings and operating expenses to the Inter- 128 INVESTMENTS AND SPECULATION 129 state Commerce Coimnission and ^vllile these reports still lack clarity in makinpj them intelligible to most sharehold- ers, they at least afford the opportunity to make intelligible comparisons. Some of the states make it also compulsory for the public service corporations to file their earnings for public inspection. But compulsion is far from satisfactory in supplying shareholders with information, as is the case when corporations recognize their rights and of their own accord willingly publish statements. The majority of our coi^orations have come to rec- ognize their obligations to their stockholders in this respect and at regular intervals issue earning statements and an annual report at least once a year. The great United States Steel Corporation even goes so far in recognizing the rights of its more than 200,000 stockholders as to publish at least once a month the tonnage in steel orders booked. As far as the earnings and operating expenses are con- cerned, there can be little about them to confuse the intell- igent stockholder. There can be no jockeying with these figures for any length of time without the fact becoming apparent very soon. A\niere the lay mind, unfamiliar with the intricacies of bookkeeping is likely to be puzzled, is in the corporation's balance sheet which is supposed to give to the stockholders an accounting of its assets and liabilities. It is here that a good deal of educational work is necessary. The appraised value of a coi'poration 's assets must be largely accepted up- on faith. A large number of corporations, however, in an effort to convince shareholders regarding the authenticity of the appraisement of their financial condition go so far as to secure an independent audit by certified accountants, a method which has been verv well received and can usuallv be relied upon. But an independent audit is not always such as it should be. T have often seen certified statements of this character which would no more convince me that the balance sheet B.VII— 9 130 LOUIS GUENTHER sii])niittcd was conservative than had the corporations sub- mitted the figures unvouched for. Some of these account- ants sini})]}- certify that tliev liave checked the different items on a corjKn-ation's book and have found tlieni as rep- resented. This, bluntly stated, merely means that they have accepted them as being correct without carefully going into the matter to determine whether there has been any infla- tion in ap})raising the assets with the purpose in view of es- tablishing a strong financial showing. To what an extent a financial statement can be made to falsify, I publish herewith a statement issued a few years ago by a wireless telegraph concern which had been engaged in the fraudulent exploitation of its shares until the Gov- ernment stepped in and init a stop to the swindle. This is the statement : ASSETS. Patents and patent rights $ 5,005,100.00 Stock in treasury (par) 5.310,41(».(K) Stocks and bonds in other companies — book value 14.128,610.00 Cash in treasury and treasury agents 109,400.70 Office furniture and fi.xtures 3.975.38 Factory material on hand 9,285.55 Factories and equipments 2.), 99(5. 94 liilis and accounts receivable 17(),49S.08 Land stations and real estate 215.442.50 Boat stations 287.500.00 $25,272,219.15 LIABILITIES. Capital stock (authorized issue) $20,000,000.00 Bills and accounts payable (current monthly) 15,556.37 Surplus 5,256.662.78 $25,272,219.15 Here is a statement which superficially present.s a very strong financial position. Taken on its face, it shows a book value for the shares which are of a par value of $\0, of over $12.50, not including its speculative possibilities. On this flimsy financial statement the financial sharks who were operating this scheme succeeded in selling considerable stock for as high as $?>0 a share, or three times its par value. The par value is the value of the shares as printed on the INVESTMENTS AND SPECULATION 131 face of the certificate of stock. The very fact that so many people accepted this financial statement as representing the actual financial condition of the corporation, is sufficient proof in itself that very few investors look behind figures, although a great many things may be concealed there. To an analytical mind the first glance at this statement would arouse at once a justifiable suspicion that there was a great deal of inflation contained in the security. Investiga- tion would have revealed the fact that an abnormal valua- tion was placed on "patents and patent rights." Going further, the item of stocks and bonds in other companies was apparent on the face of it to be gi-ossly exaggerated. If nothing else would suggest this conclusion, the state- ment "book value" would have done so, since a well-man- aged corporation whose affairs are conservatively con- ducted does not value securities owned in other corpora- tions at their book value, but market or liquidatable value. In this instance it happened that these stocks and bonds were all in defunct concerns taken over by this concern and which had little, if any, value. As for the value of the "land stations and real estate" and "boat stations," thev were also arbitrarily appraised. The result is that instead of there being a surplus of $5,256,662.78 as indicated, there was a deficit after the in- flation in "patents" of $5,005,100.00, in "stock in the treas- ury" of $5,310,410.00, and in "stocks and bonds in other companies" of $14,128,610.00 had been deducted from the assets. Together these three items aggregated $24,444,120.00. Deducting them from the assets left only $840,099, if what can be considered actual physical value of the remaining items are accepted as represented. Placed side by side with the liabilities, there is then a deficit of $19,184,457, instead of a surplus of $5,256,662.78, a hopeless case of insolvency as the shareholders' stock is practically worthless. The illustration serves to enlighten the readers of this book with respect to the possibilities tkat lie in juggling 132 LOUIS GUENTHER figures in making up a financial statement where tlie work is in charge of unscrupulous people. Such items in a financial statement as "good-will,'* "patent rights," "trade marks," etc., should never be in- cluded among the assets. In the first place, they are not tangible assets. There is no wav bv which a market value may be placed upon them. I do not assert that they have no worth at all, for in some instances they are quite valua- ble, but what that value is can onlv be determined when an offer is made for them. The mere assumption on the part of the directors that the)^ would not sell these assets except at the figures at which they have valued them in their statement, by no means makes them w^ortli that much. Thev mav never receive such ft ft- an offer. Such items should be carried as concealed assets. To use them for the purpose of striking a balance in a corpor- ation's financial statement must arouse at once the belief in the intelligent investor's miud that their function is to perform the work of inflation, to make a better showing than really exists. What is more, under the cover of such assets, insolvency can be concealed, as the value of these assets may be correspondingly increased as the liabilities grow. Creditors of a corporation, however, are very soldc^m deceived by these assets. They do not pay their bills. When the creditors cannot get their money promptly, it is not long before the corporation is thrown into bankru])tcy. When this occurs the unsuspecting shareholders who have l)eeu going along unsuspiciously in the belief that their corpora- tion was in a strong financial shape, are rudely awakened to the existence of a contrarv state of affairs. ft A financial wit once described the surplus item in a fi- nancial statement as a corporation's ash heap on which were thrown all the undesi \able items which it was advis- able to keep from too prying eyes. The descri23tion, how- INVESTMENTS AND SPECULATION 133 ever, is far-fotclied. With reputable corporations the sur- plus stands for exactly what it means, the excess in assets over the liabilities. It is the reverse with corporations of the other type. For a financial schemer concerned only in roping in credulous investors, juggling figures so as to get at a healthy surplus is the least difficult part of his work. In the finan- cial statements which dishonest promotors concoct for their ventures, all of them mani; ulate the figures. Their main concern is in getting people to believe in their figures. I am reminded of a case which occurred some years ago where a Get-Rich-Quick Wallingford succeeded in deceiv- ing even some very shrewd bankers by including for a large amount among his assets the item ''Government and other bonds," thereby establishing for his venture a robust sur- plus upon which he was able to secure quite a number of loans. This item included one government bond of the de- nomination of $1,000. All the other bonds were not worth the paper on which they were printed. That a surplus at times is meaningless was demonstra- ted some 3'ears ago by the failure of the Baltimore & Ohio, which had been allowed by the younger generation of the founders of the propert}^ to run down. Up to the day of the failure the annual statement carried a surplus in excess of $3(),000,000. But there was no suiplus. The alleged surplus proved to be an item against which the railroad chargc^l sup- posed equities and expenditures whieh were regarded as investments. The management was deceiving itself quite as much as it did the stockholders. AVliat T should regard an illuminating financial state- ment conservatively prepared is the following, recently sub- mitted to its shareholders by one of the smaller electrical manufacturing companies: ASSETS. PLANT. Lands. Suildinprs. tools, patterns, equipment, etc., (less Reserve for Depreciation deducted $547,903.99) $1,348,366.70 134 LOUIS GUENTHER PATENTS. Patents at cost dcss depreciation deducted. $104,832.37) 25,000.00 STOCKS AND BONDS 24.021.42 MERCHANDISE. At factory — at shop cost $f>r,.'i.230.24 Consignment — at shop cost fi4.s{)0.20 CURRENT ASSETS. Accounts receivable 5;76fi.407.80 Less reserve for doubtful accounts lo.ooo.oo $756,407.80 Bills receivable 31.539.14 Cash 136.909.41 730,030.44 924.916.35 Total merchandise and current assets 1.654.946.79 Total $3,052,334.91 CAPITAL AND LLABILITIES. CAPTTAT, STOCK $1,958,375.00 CURRENT LIABILITIES. Accounts pavable $ 22,398.57 Notes payable 657.500.00 SURPLUS. Balance January 1, 1910 284,719.75 Net prolit ironi operation for the year 1910 $278,144.11 Less interest paid $ 44,300.02 Less dividends paid 104.502.50 148,802.52 129,341.59 679.898.57 Balance /or December 31, 1910 414,061.34 Total $3,052,334.91 This financial statcmont is as coniplcto in essential in- foTination for the sliaroholdors as the other and previous statement is lacking in it. Tn this statement the cost of pat- ents is placed at a nominal sum, so small in fact as to show that their valne ahout represents the actual outlay to secure the patents. The other item, ''stocks and honds/' is also so small as to be insi<]:nificant. What makes the statement stronc: and carries the im]iression that the corporation has tnkcii its stockholders wholly into its confidence, is the care taken to show ever^'thinc: as it actually is. Tn KuLcland the shareholders take a .c:reater interest in the affairs of their corporations. They do not do as many American shareholders do — leave it mostly to the officers and directors to represent them at their annual meetings through proxies. They come to the meetings in ninnhers prepared to heckle the chairman thoroughly regarding dif- INVESTMENTS AND SPECULATION 135 f eroDt items in the annual statement about wliicli they have just cause for criticism. If more heckling were done by the stockholders in this country at their annual meetings, more care would be ex- ercised by the directors of our corporations to have their annual statements comprehensive. There would be less mysticism in connection with the different items. We have the habit of leaving such matters, as vital as they are, to others. Each item in a financial statement should be care- fully scrutinized and when there is any doubt in the mind a courteous request to the secretary for more detailed facts should bring the desired information. Any effort at con- cealment is a reason to arouse your suspicion unless a satis- factory explanation is offered. In late years in the capitalization of industrial corpor- ations, the tendency has been to depart from our more con- servative methods of basing the capital on physical assets, with a reasonable margin for future growth. Instead, the earning possibilities of a corporation are capitalized. If a corporation has indicated it can earn $100,000 a year, the capital is placed around $1,000,000, and so on, irrespective of its actual assets. Fundamentally this idea is wi'ong. It is at the bottom of our evil of stock-watering. It robs secu- rities of book value and places them upon the intangible basis of earning power. That this is true a simple illustration will prove by re- ducing stock to a partnership arrangement. One would hardly pay for a half-interest in a partnership $100,000 be- cause of the fact that the business was making $20,000 a year which divided between two partners would reduce the rev- enue for each to $10,000, or 10 per cent. There are too many contingencies likely to arise that would reduce the revenue to a much smaller sum. Yet it is on this very idea that some of our captains of industry base their capital for their ven- tures. XXIV. TTTK FrXPTTOX OF EXCTTAXOES. ^loro than a hniKlred years ago a small p*oup of men sat in a building located in what is now the lioart of New York's financial district and organized an Exchange. Their object was the common one of meeting daily to deal in the few securities for which at the time there was a market. New York, then, although even thus early the financial capital of the struggling young country, was still a small city, not much larger in ])i>pulation than that <>f All)any to- day. But it already had a number of thi'iving l)anks and small industries in which its wealthy citizens were tinan- cially interested and it was the idea to provide a convenient place where these stocks could be bought and sold that was responsible for the establishment of the Exchange. The founders of the Exchange, which still exists as the New York Stock Exchange, desired their organization to be an exclusive one. Therefore iiistead of publicly incor- porating their association under the laws of the state, they formed a club whose object w^as to bring the members to- gether for commercial, instead of social, intercourse. As a club the members could of course arbitrarily control its policy. They could decide without any outside interfer- ence who might join their organization. This rule still pre- vails. AVhile the members are free to sell their membership, the Stock Exchange, or club, as it really is, retains com])lete jurisdiction over the membershii). The Exchange can ac- cept or reject the applicatinn for niemb(>rshi]i of any ]iur- chaser of a seat. A seat on the Stock Exchange is what a membership is called. It is a figurative expression, as there are no chairs on the floor of the l-'xchange. There is too nmch activity to permit trading in securities in such leisurely fashion. The 136 INVESTMENTS AND SPECULATION 137 term, however, has been handed down from the early days of the Stock Exchange when the business transacted was of limited volume. There were then chairs in the little room in which the members gathered, in which they could lounge while the secretary read the offers and bids the members of the organization made and upon which they governed their dealings between themselves. Such calls were made but once a day. From that practice the term **a seat on the Stock Exchange" originated. Yet, the Stock Exchange, or for that matter any of our other exchanges, are not original with us, or are their func- tions vastl}^ different from those of the exchanges in other countries. Primarily they sprung into existence in response to the urgent demand for a central clearing-house for secu- rities or commodities in which the public is vitally inter- ested. Our New York Stock Exchange is closely patterned after the London Stock Exchange. Our grain and cotton exchanges have for their models the leading exchanges on the other side dealing in similar commodities. It is equally true in this country, as it is abroad, that the leading exchanges are a law unto themselves. Their func- tions are of such vastly important character that the slight- est disturbance to their subtle influence is at once felt even to the most extreme ends of our commercial sphere of oper- ation. Politically the center of a nation's power is at its cap- ital. Commercially, though, it is at the moneyed center of the comitiy and it is here also that the most powerful and influential exchanges will be found. In the United States, New York City is the moneyed capital of the countiy; in Canada, ^lontreal : in England, London ; in Gennany, Ber- lin; in France, Paris; in Australia, Vienna; and in Holland, Amsterdam. We little realize, and much less appreciate, how abso- lutely essential to our material progress are our exchanges. While it may be true that we possibly could get along with- 138 LOUIS GUENTHER out them, it is iicvorthck'ss a truism that witliout thi'Ui our commercial advancement would proceed at a snail's pace. Simmered down to its hist analysis, the principal function of exchaneres is to provide a central market. They serve as a place for quick transactions. They make it possible to bar- ter in securities or commodities in seconds, whereas without their existence it could not be done in a day's time, some- times longer, for the sellers would be forced to go hunting for buyers and even when they finally got together it would still be a question between them whether the prices agreed upon were fair. Time and distance is a great factor. The foundei-s <»f our Stock Exchange desired to save the one and cut down the other when they organized the Exchange over a century ago, and in doing this they were but following a natural im- pulse. They were merely com])lying with the dictates of economic laws which make themselves felt in everv nation, whether its native tongue be English, Cxerman, Italian or French. While primarily the object of an exchange is to provide convenience in trading, it exercises other functions of no less importance. Besides bringing traders together, ex- changes also exert a strong tendency towards an equilil)rium ill prices. That is to say, by gathering about them a large community interested in certain securities for which they are the central market, there quite naturally follows free and unrestrained bidding and offering, through which is established, in accordance with prevailing conditions, a greater stability to values. Their price-making function, as determined by the dealings transacted between their mem- bers, furnished the banking interests of the country a fair index as to the extent loans may safely be made upon secu- rities. Herein alone is a function of an exchange of inesti- mable value. Another function of an exchange is that of acting as barometers of trade. They anticipate the ebb and flow of INVESTMENTS AND SPECULATION 139 prosperity long before the changes make themselves felt upon the surface of business. In times of panic they act as a bulwark of strength even in face of the ruthless slaugh- ter in prices, for we could imagine what might possibly oc- cur in the form of demoralization if there were no place where securities could be readilv sold when demands for ready capital press a community. I am now discussing generally the functions of exchang- es and not dealing with the character of their operations. I am attempting to show how they fulfill one of the principal necessities to our economic well-being— to prove how utterly foolish it would be to make any attempt to legislate them out of existence. Controlled thev should be, but onlv in so far as to comix'l them to properly exercise their functions. Beyond that they ought not to be disturbed. Any legislative restriction aiming at their extinction is but a blow at the foundations of a nation's progress and prosperity. A seat on the New York Stock Exchange has sold close to $100,000. It has been some years since the value of a seat has been as low as $50,000. We have here, figuratively speaking, some idea of its importance. It shows that a mem- bership is an exceedingly valuable privilege and, as the country grows older and wealthier, it is likely to increase in value. The popular imi)ression is that what makes the seats on the Exchange so valuable is the limited membership. This is more or less a fallacy. There are other exchanges in Xew York City, a smaller stock exchange and a produce ex- change ; the membership of each of these exchanges is also limited. Yet the privilege or entree to their floors can be had for a nominal sum— a bagatelle compared to the price of a Stock Exchange seat. The vast amount of business transacted every year on the Stock Exchange alone is re- sponsible for the high price the seats bring. To belong to the London Stock Exchange costs more than a seat on our Exchange for the London Exchange does 140 LOUIS GUENTHER even a much larger business. In France, however, where the Government controls the Bourse and limits the member- ship to a select few, the privilege is exceedingly valuable, a recent estimate making a membership worth as high as one million dollars. Still it is not to be wttndered at that men are to be found willing to i^ay such large sums of money to exercise these privileges. Often in single active sessions on our Stock Exchange as many as 2,000,000 shares of stock are dealt in and there have been sessions when the totals have reached as high as 3,000,000 shares and this does not include at all, the transactions in bonds which reach large proportions. What this means in dollars and cents mav best be illus- trated by a short example in figures. The unit of trading on the Stock Exchange is $100, so that, if a stock has a i>ar value of only $50 each, 100 shares reported in the transac- tions really stands for 200 shares of stock. To make plainer this unit of trading, I call attention to such stocks as Read- ing, Lehigh Valley, Pennsylvania and AVestinghouse Elec- tric. Although traded in on the basis of a $100 par value, these stocks are issued only at $50 par value and are called on the Stock Exchange' half-shares. If a pei-son were to purchase 100 shares of any one of these stocks on the Stock Exchange unit, he would be really buying only 50 shares. Now, were we to strike an average ]^rice of $50 as the price realized for all stocks sold (»n the Stock Exchange in a single active session, the total business would represent a turn-over in wealth of $150,000,000 for 3,0()0.0()0 shares; $100,000,000 foi' 2,000,000 shares and $50,000,000 for 1,000,- 000 shares. The average I have taken is a reasonable one for there are many securities listed on the Xew York Stock Exchange conunanding prices considerably above their ]"»ar value of $100 and a small numbei* under $;50 a share, while somewhere between that and $100 is the range in prices of a lai'ge mim1)er of securities; for instance, Pennsvlvania, INVESTMENTS AND SPECULATION 141 New Haven, Consolidated Gas, Readini;-, St. Paul, Lacka- wanna, Cliicai^o & Northwestern, Southern Pacific, Union Pacific and Jersev Central, to mention only a few of our well-known securities, a price considei"a])ly in excess of their par value. By the rules of the Exchange a nieml)er is not permitted to charge his client more than J per cent of the par value of the stock as his conunission, nor can a member charge less except when executing an order for another member ; then he is allowed to make a charge of $2 for each 100 shares. This conmiission to the customer comes to $12.50 on each 100 shares of stock and $1.25 on each $1,000 denomination in bonds. I am going into these small details to emphasize and drive home the realization of what a vast and gigantic busi- ness machine the Stock Exchange is. If its members handled orders for 3,000,000 shares for their clients, in one session their conunissions would reach $365,000. If these orders were between members, the commissions would be only $60,- 000; on 2,000,000 shares for clients, they would receive as conmiission $250,000 ; between members, only $40,000 ; and on 1,000,000 shares for clients, commissions of $125,000; between members, but $20,000. With such possi])iHties for making money, it can be read- ily understood why men will eagerly pay as high as $100,- 000 for the privilege of belonging to the Stock Exchange. It is safe to say that in an active year of speculation the public pays as nuu'h as $100,000,000 in commissions to the members of the Stock Exchange on stocks alone and almost as much fnv ])onds l)ought on its floor and not over the counter. In this estimate there is not included the broker- age the pu])Iic pays to members of the grain and cotton ex- changes as well as to the minor exchanges of the counti'v, of which there are quite a nuni])er scattered through our diffei*- ent large cities. But it is not in the commissions the members of the Ex- 142 LOUIS GUENTHER c'liaiigc receive tliat the most imposin^^ statistics arc to be found. Tt is in the ac:tn'cp:ate wealth the}^ are instrumental in swinp:in^^ back and forth, wliicli causes astnnislnncnt and reflects tlie i^reat power of the Exchange. Here again, by striking an average for the 300 or more days in a year tlie Stuck Exchange does ])usiness of only 500,000 shares as the daily volume of transactions, we arrive at the enormous total of $15,000,000,000 in securities chang- ing hands, not considering bonds at all in this estimate. Some years tlie figures are even larger. It is true that a great many of the active securities change ownership many times during an active session. It is a fact also that there is considerable duplication and that a great bulk of securities are bought and sold by speculators with no intention to hold for more than a short time and to be disposed of as soon as there is a ])rotit, or when the hold- ers are compelled to let go on account of exhausted margins, but the multiplicity of transactions can in no way overshad- ow the real function of the Exchange, which is, as already stated, that of a central market. In like measure is the statement true of the cotton and grain exchanges, where, in- stead of shares, commodities are bought and sold. Viewing our exchanges, therefore, in their proper light, we nmst appreciate their im])ortance. AVere it not for their ability to make capital mol)ile, there would exist a great dis- parity in ])rices. It stands to reason that the greater the number of buyers and s<'llers gathered together, the lietter and firmer tone there will be to values because of the con- centrated market. It is not because Reading <»v I^nitinl States Steel shares are superior securities in point of intrinsic worth to a good many other securities that makes it ])ossib]e to Wud a market f(»r them at a moment's notice. It is due ti> the fact that thev have a concentrated and active market which the Stock Exchange alone has made possible. Peo})le will buy these stocks and buy others equally active and listed on the Ex- INVESTMENTS AND SPECULATION 143 change as they realize they can sell them quickly and at frac- tional changes in the price, and banks will lend money on them with equal readiness for the same reasons. They will do this in preference to purchasing unlisted securities as a market, for this latter class of securities may not be avail- able at the time one is most wanted. Thus we see where the exchanges perform two useful purposes, that of being a price-making arbiter, a power unto itself of fixing values, and that of being a quick and facile market, rapidly regulat- ing itself to existing conditions. In a larger way and almost unconsciously, the exchanges accomplish what a country at all times is in need of, and that is a source through which to raise capital for the devel- opment of its resources. By the facilities for trading that they are in a position to offer, they quicken the speculative instincts of the people. It would have been impossible to have raised the cap- ital for the billion and half United States Steel Corporation without the Stock Exchange and its facilities. It opened the sluice ways to the nation's wealth. It made at once possible the marketing of its shares. The fact is undeniable that capital can be more quickly raised for general industry and for the expansion of our railroads when the public is aware that there will be a market for the new securities. What the public wants is a market in which it can sell as well as buy and this the Exchange provides. Cai)ital gravitates to the moneyed centers. This is a natural law as nnich as is the law of gi-avity which makes the apple fall to the earth. It will flow to the center where it can beget the largest return for its use. AVhat is more natural then, tlian that it should congest itself about the portals of the principal exchanges and its masters avail themselves of their facilities. For capital has its masters. If they are not in the form of the *' captains of industry" as we are wont to call our pi'eat un- derwriting bankers, they are unconsciously in the shape of 144 LOUIS GUENTHER acciuinilated deposits in the Ijaiiks. These deposits, to em- ploy tlieinselves protital)ly aud still be instantly available for other pnrposes, find the avenue whereby this object can be accomplished through loans on securities listed on the exchange or in commodities, as in grain, cotton or metals. That is the underlving reason fully explaining why it is that oui' exchanges, like a great big drag net, can attract to its doors from every direction and from what seems the most inaccessible places, the liquid c^ipital of the nation. Our exchanges bring in the capital from the four points of the compass, some of it for investment, other portions for speculation and again other portions, the minor part, from foolish people who, sad to say, deliberately attempt to ac- quire wealth overnight by simple gambling on the tiuctua- tions. To the shrewd and fortunate ones, the Exchange re- turns their money with substantial profits. From the mis- guided and unfortunate ones, it exacts its toll. Such will always prove the case. There is no law to i)revent it. It is but one of the phases of the operation of the exchanges over which no control can be exercised, for in their function of es- tablishing i^rices there is no way to jDrevent gambling in the fluctuations in the quotations. It has been pointed out by reformers that this could be done by prohil)iting margin-trading, by forcing the outright I)urchase of securities and commodities. But this is a foolish conclusion. Suppose this were attempted. What then, would liai>i)en? Instead of the brokers arranging the loan the i)ur- chaser of a security would attend to it. He could not be prevented from borrowing a certain sum of money from a ])ank on securities if there was in existence a law conq)ell- ing him to purchase securities outright. If margin-trading is illegal, either from a mural or legal standpoint, then it is equally illegal to purchase real estate subject to an incumbrance. Fundamentally the practice is not WTong. Where it is at fault is its abuse by people who, iK'causc of their financial circumstances, ought not to buy INVESTMENTS AND SPECULATION 145 on margin any more than a person with a few thonsand dollars should attempt to buy a piece of property he could not carry, but does carry it because he expects to sell it at a profit before he is called upon for more money. This is not speculation ; it is gambling. The real purpose of an exchange is to make capital mo- l)ile by gathering it together. It provides capital with the opportunities to make money. It opens channels for investments. It is a price maker, a barometer of trade, in fact it is a gTcat big heart through which come the power and blood needed to feed the arteries of conmaerce. With- out them the commercial progress of a country could be put back many years. B.VII— 10 XXV. .METHODS OF TRADING IX STOCKS. All transactions on the New York Stock Exchange are for cash. There is no niargin-tradinu'. Members must set- tle all differences between them for the transactions of the previous 24 hours before or at " llannnond's Time" or 2:15 ]). m. At that time all securities nuist ])e delivered. All stocks bought on the ])revious day nmst then be accepted, and all stocks sold, delivered. Otherwise a purchase or a sale is not good. If a member cannot settle, he is declared insolvent, and the secretary announces his embarrassment from the ros- trum of the Exchange. His accounts are then closed. The Exchange assumes no responsibility for the liabilities of a bankrupt member. They fall entirely upon the members who are unfortunate enough to be the creditors of the insol- vent member. AVhatever value a member's seat possesses, however, ac- cording to the rules of the Exchange, reverts to his cred- itors. While failures on the Exchange are unavoidable, the percentage is no larger than in other lines of business. The Exchange operates a clearing-house, nuich on the same ])lan as the clearing-house for an association of banks. This clearing-house makes it convenient for the nu^mbers to settle their obligations to one another with the least de- lay. It wotdd prove a slow and cumbersome process were it necessary every time a member bought stock for a client to draw a cheek to the menil)er from whom it was ])urchased or if stock was sold, to deliver the certificate to the Iniyer and in turn receive a clu^'k. Through the cleai*ing-h(^use such details are sim]dified. Each member has an account against which is credited stocks bought and debitcMl with stocks sold, and settlement made accordingly. 146 INVESTMENTS AND SPECULATION 147 But tlu' uiechauism of the clearing-house is not of such importance as are the methods of trading employed on the Stock Exchange. These methods may be broadly divided into two forms ; after this they mav be subdivided. First there is the purchase of securities outright. This is the simplest form. All that is necessary in this case is to give a member of an Exchange an order to buy a certain amount of stock at a given price, or at the market price. The broker has the order executed and he delivers the security, charging the usual commission of J per cent. His transac- tion is completed when the stock is delivered. Market orders are much more easily executed, as thev G:ive the broker full liberty to buy at whatever the market price may be at the time tlie order is given, but such orders are not always to the advantage of the customer. In an ac- tive session a stock may jump a number of points in price before the broker can fill his customer's order. Sometimes it occurs in a declining market, that a market order is filled at a lower price than a customer expected. Still, it is not a practice among shrewd traders to place market orders, es- pecially in inactive securities or those stocks in which there is very little trading when it can be avoided. In buying bonds on the Stock Exchange, or for that mat- ter, over the counter of a bond house, it is understood that accrued interest is added to the price, although this is not mentioned. For example, a bond bought in May, whose in- terest is due in July, carries three months' interest which is represented in the coupon attached to the bond. This inter- est for the period between January and ]\[ay properly be- longs to the holder (tf tlic bond from whom it is purchased, and must be paid to him in addition to the purchase price. When a stock is sold, tlic same proceedings are followed. The member of the Exchange disposes of the security at a fixed or market price, and when the sale is confimied and the stock delivered, the broker pays his client, less his fixed brokerage. 148 LOUIS GUENTHER The more complex form of operation uu the Stock Ex- change is that of trading on margins. This, as already ex- plained in the previous section, is a method of doing business by which brokers finance the purchase or sale of securities in part for their clients. Say, for example, a customer wish- es to jDurchase one hundred shares of Union Pacific stock. Suppose at the time the stock may be selling at $150 a share. The buyer does not wish to purchase the stock outright, which would cost him $15,000, plus $12.50, the broker's com- mission. The customer makes a deposit, say, of $1,500, or 10 per cent of the purchase price. Members, unless they are thoroughly satisfied with the financial responsibility of a client, will not accept a deposit of less than 10 per cent of the market price of securities, and will often demand more if the securities desired have an inactive market. Some inactive stock brokers will not buy for customers except by outright purchase, since those stocks have no wide market and the brokers do not wish to be ciiught with them on their hands in case their customers cannot take them up. But since the majority of Stock Exchange members will buy active stocks for clients on a 10 per cent margin, the il- lustration will serve my purpose in explaining in detail how such orders are handled. After the customer deposits his margin and gives his order, the broker, upon executing it, arranges with his bank for a loan for the greater part of the purchase price. It is the usual custom for banks to lend on active securities up to 80 per cent of their market value, always with the proviso that the borrower must deposit ad- ditional collateral if the market price declines to where the bank's equity in the loan is impaired. With a loan from his bank for approximately 80 per cent of the market price of a stock, with his customer having deposited 10 per cent margin, there remains for the broker therefore, only 10 per cent, which he must provide out of his own capital. On some securities he must put up more, while others he must finance wholly out of his own cajntal. INVESTMENTS AND SPECULATION 149 as tlic banks will make no loans on thorn. Here we have a succinct ilhistration of what is called margin-trading in its simplest form. Now, if Union Pacific stock advances to $160 a share, the customer then has a profit of $10 a share, or $1,000 on his one hundred shares, less, of course, commis- sion and the interest he owes on the balance due on the stock. Although not stated, it is usually understood, unless agi'eed otherwise, that all loans on stocks are call loans, made on the prevailing rate of interest on such loans throughout the period the bank carries the stock. Call loans differ from time loans in that the lender is em- powered to demand at his discretion and without previous notice from the borrower, the pajTnent of his loan. AVith a time loan, or a loan extending over a specified j^eriod, the lender nuist wait for payment until the loan matures. Large Stock Exchange operators whose business is worth having because of the large profits in commissions, in their trading, have an advantage over small traders as they can privately arrange through their brokers for time loans at reasonable rates of interest as a safeguard against any un- usual flurry in interest rates, as is likely to occur in an ex- cited period of speculative activity. When there is an accunuilation of capital in the vaults of the banks, interest rates on call loans are unusually low. There have been times when such loans could be made by large borrowers at interest rates as low as one per cent. But this condition may quickly change. It is often reversed around the crop-moving period, when interior banks draw on their central bank reserves to provide for the bor- rowing demand at home. Then it is when loanable capital becomes scarce, and conmiands a premium. Call loans will then sometimes jump to 100 per cent or more. During the so-called Gates boom in stocks, call loans touched as high as 200 per cent. For one half hour, in Oc- tober, during the climax of the 1907 panic, call loans were 150 LOUIS GUENTHER not in 1)0 liad at any price, althou^li fi-cnziod brokers, whose tense and Maiidied faces saw disaster starinj;: them in the face, were willing: to make any terms to get money to save them from the ruin that seemed inevitable. A powerful bankinir syndicate was hurriedly formed to lend $25,000,000 on the Stock Exchanu^e. The monev was obtained, and it saved the day. In adverting to the varial)ility of interest rates for call money it is my puri)ose to direct attention to the inliucnce these changes exert on speculation. In fact observing spec- ulators watch call money interest rates almost as closely as they study ])revailing tendencies and conditions in trade, to determine their etfect upon security prices. Take up once more the case of the imaginary buyer of one hundred shares of Union Pacific stock. If he has a profit, he can close his account and draw from his broker his margin, plus the additional amount represented by the advance in his stock, or if he desires to extend his operation, the increase in his credit balance allows him then to do so. On the other hand, if Union Pacific, costing $150 a share, declines in price, say in the neighborhood of $140, where the Ijroker fears an impairment of his customer's margin, to the point of exliaustion, he will call upon him for an addi- tional margin and unless this deposit is immediately forth- coming it is within the broker's discretion to close the ac- count, sell the stock and settle with his customer. He does not have to wait until the stock touches $140 a share before doing this. For his own protection, he is allowed this priv- ilege and it is so stated in the agreement the cust(^mer signs when i)lacing an order. Tile operation slightly varies when a buyer turns a seller of stock. A sjx'culatoi-, l)elieving that Union Pacific around $150 a share is selling too high, will sell the stock through the broker at this i)rice. Sui»])ose he agrees to sell one hundred shares. He deposits with his broker a margin <»f 10 jx-r cent or $1,500. As he is selling, he does not have to borrow 'INVESTMENTS AND SPECULATION 151 any money. He simply agrees to deliver one hundred shares for $150 a share when he is ready to do it. Should Union Pacific decline to $140 a share, the seller could buy one hun- dred shares in the open market at this price and by so do- ing would be making a delivery of his stock on his selling contract. As he has sold it for $150 and bought it for $140 he has made a profit of $10 a share or $1,000 on his sale of one hundred shares. The greater the decline in the price, the larger his profit. But should Union Pacific advance in- stead of decline in price, every point above $150, the price he agreed to deliver it for, means a loss of one dollar on each share as each j^oint represents the equivalent of one dollar. If the stock advances to $160 a share, his margin would be exhausted unless he had made an additional de- posit to further protect himself. Now, we here have an illustration of what is called mar- gin-trading, and upon which so much abuse is heaped by reformers who regard it as a malevolent influence upon the country. Plow inconsistent is the assertion can be demon- strated. A man of wealth or even one in comfortal)le cir- cumstances may feel perfectly justified in the purchase of a block of stock on margin. He may not wish to tie up the entire purchase price by paying for it outright, although if necessary he could advance the whole amount and take the securities out of the market and put them away in his safe. Has he not the right to make such a purchase? To deny him the privilege and permit a tradesman to use his credit for the purchase of goods would be unfair and unjust. Suppose he were cut off from the ])rivilege of trading in this manner through a mem])er of the Stock Exchange, he could not be prevented from carrying out a similar opera- tion though more cumbersome, in another form. If he has credit at his bank he could l^orrow the money to buy the stock outright, and when it has been delivered to him take it over to the bank and pledge it as collateral for his loan. When the stock shows him a profit he could then sell it, pay 152 LOUIS GUENTHER the loan and the matter would be closed. Assuredly banks could not be prevented from makinjj^ loans upon ccood collat- eral. That is their business. It is one of the principal main- stays for the profitable eni])l(»yment of their deposits. Between the two methods there is no difference, save the one operation is more mobile than the other. There is noth- ing fundamentally wrong in margin-trading. It is not an evil. The evil lies in the abuse of the system by persons whose circumstances and lack of knowledge does not justify their trading in this manner. Such people attempt to do the impossible on a ** shoe-string." To some extent it is the fault of the brokers, but it is fair to say on behalf of the majority of the members of the Stock Exchange, that they do not encourage speculation among those whose financial resources are limited, or by the ignorant, while speculative accounts of women are regarded as particularly offensive by the Stock Exchange itself. It is well-nigh impossible to wholly exclude these peo- ple from speculation. Somehow or other they will gamble in some fonn or other, and find a means to satisfy their cravings. The Government put a stop to the Louisiana lot- tery, yet the people kept on gambling. Racing was stopped by different states, but the restrictive measures failed to check betting on the races. So is it true with card-]ilayiug. Illegal it is, but gambling rooms continue to thrive. There are other abuses of the machinery of the Stock Ex- change, as T shall try to point out later, but tliey can in a large measure be controlled without enforcing the suicidal policy of striking a blow at the foundations of the function it performs for the country— of providing it with a great central market f(U' the greatest mass of its securities. Selling stock on margin is regarded a greater evil than even buying on margin. No one should sell Avhat he does not own, is generally the claim made to justify this conten- tion, llow inconsistent this is can also be easily demonstra- ted. All of our millers sell flour loug before they loiow what INVESTMENTS AND SPECULATION 153 tlio liarvcst is to be. Tlicv bank on the correctness of their judgment as to the size of the crop, expecting to buy their wheat cheap enough from the farmers to make a gO(xl profit out of the difference. The contractor agrees to buikl a house for a certain price, relying on his judgment of the market for labor and material to net him a good profit, although in the meanwhile prices could have gone up above his estimate. Even the laborer sells his labor ** short,'' and theoretically, when he finds he cannot make his living expenses squai'e with his wages, he has lost money. AVherein then is the difference between the examples just cited and selling securities ? If a person believes a security is commanding, in his opinion, too high a price, he is morally justified in selling it, even if he does not own it, as much as the miller has the right to sell flour he expects to grind from next season's wheat harvest, or the contractor estimates on constructing a building from material h(^ has not yet bought or labor he has not yet hired. Kor can the lay mind fully appreciate, without being thoroughly familiar with the economic value of specuhition, what a great bulwark the selling of securities which are not owned at the time they are sold is in times of stress, and when everyone seems to be anxious to unload securities. In such times these ** short" sales are the only mainstay of the market. What has been sold and is not owned, must be boudit back sooner or later bv the sellers so that thev mav turn their profits into cash. Were it not f(n' these "short" sales buttressing the market, ]")rices would not only decline perpendicularly, but they would fall all to pieces and the widespread fear it would arouse would have a most disas- trous result. xxAX :mt:tttods of tt^adtxc tx sTorxs. (Continued.) On the stock c'Xclian,ii:os, the dollar mark is the sicrn of values and it is divisible into fractions of ciL;hths. Kach ii stands for 12^ cents of the dollar. To more clearly illus- trate the pro})osition, take, as an exami)le, such a popular stock as United States Steel and suppose it is reported in the openinp: quotations as selling at the even mark of j^TO a share. The next quotation is at 70j^: this means the stock has been bought for $70.12 J. If the quotation is 70], it rep- resents $70.25 ; at $70|^, it is $70.37 J ; at $70i, it is $70.50 ; at $705, it is $70.67 J ; at $70^, it is $70.75 ; at $70g, it is $70.87 ; and then $71. Conversely, every eighth fraction less in the reported price of a stock represents a loss of exactly 12i cents in its market value and correspondingly a greater loss ■when the fractional declines are larger. On the board of trade or the produce exchange the trans- actions in grain are on the basis of bushels. On the cotton exchange cotton is bought and sold in bales. On the grain exchange tlic dollar is the mark of vahu^ and it is also di- visible into fractions as small as 1/16. In cotton it is divided into points. On the stock exchanges are to be found shares and bonds only. On the grain exchanges agricultural ]u-o(luets are the stajdes in ^vhi('h the public liarters, including live stock and the different farm ])roduets. The po])ular staples form- ing the bulk of the business are wheat, corn, oatvS, rye and barley. From a li-adiiig standpoint the lesser stajdes are live stock, undei* whieh head are cattle, hogs, lard and tal- low. Tiive stock is sold by the pound; lard and tal- low by the tier. On the cotton exchange all the dealings are confined to cotton and its principal constituent, cotton seed 154 INVESTMENTS AND SPECULATION 155 oil. In Xc'w Yoik City there is an important coffee ex- elianiie and a metal exchange, bnt neither one has nuieh of a ]>nhlic following-. As important as are onr dairy })roducts, sucli as milk, eggs and Initter, in point of aggregate money value, very little trading is done in them on the exchanges. Whatever speculation there is in them is carried on directly among the dealers who, under favorable circumstances, sometimes attempt a coalition in their interests to maintain higher prices and tow^ards that end the storage houses prove an important ally, as they enable the dealers to store their purchases until they can market them at profitable prices. The followers of the different exchanges are divided into two camps. We know them as "bulls" and "bears." The bulls on the stock exchanges are the optimists, are the men who are prepared to back their judgment of the betterment of trade and its cousequent reflection in a better price for securities. "With the bears it is different. They see the darker side of business and expect to benefit by a decline in values w^hich may be brought about by slackening in trade and from commercial disasters which they try to anticipate through sales of securities before the occurrence of the troul)le. On the constructive side of values are ranged the ])ulls; on the destructive side, the bears. Although, in ])ubli(' o]-)in- ion, the bear's position is an unenvia])le one, his is a neces- sary role in the scientific game of speculation. As ali'eady pointed out, the bears in a critical period act as about the onlv mainstav against a wholesale destruction of values. Still, it is more or less a stock market truism that there are few chronic bears who, in the long course of events, have kept the large fortunes they were popularly supiiosed to have made, notwithstanding that their o]iportunities for quick and substantial profits, when their position is the cor- rect one, are much greater. Our greatest stock market bears, those who have made stock market history died comparatively poor men. Occa- 156 LOUIS GUENTHER sionally tlioro passes over the stock iiiarkft horizon a motoor ill the shajx' of a successful aii(lspectaciilar])ear"svli(»lia])p('7is in pluiiiic on a decline in security prices at a psycliol<>i::icaI iiininent and is carried by tlic avalanche in the slauixhter of values from coni])arative o])scurity to a position of threat wealth. Yet, usually liis good fortune is only temporary. Somehow or other these striking lignres seem not to realize that stock values can no more continuously decline tliaii thev can constantly and without interruption keep going up. Thev overstav their market and within a short time all their wealth slips away as easily as it came to them. A recent illustration of this, and wliich is still remem- ])ered, is that of J. Brandt Walker, a daring Chicago specu- lator, who burst into fame as a big stock market bear on the eve of the great panic of 1907. The newspapers all over the country printed columns about the many milli(»ns he was credited with making, '^riiere can be no question about his temporary success; no doulit his profits ran into millions, but it was less than a year later that he lost all his winnings and, as a i^rominent stock market figure he became only a memorv. ft' The chronic bear sooner or later invites disaster upon himself. So also does the chronic bull. I'lie successful trad- er is that person who can adapt his opinions to the long trend in the course of values, whether it be downwai'd or n])ward. That there takes place periodically an adjustment in business cannot be refuted, but it does not occur at reg- uhir ])eriods, for if such were the case much of the uncer- tainty cctnneeted with s]ieculation and upon which it thi-iv(^s would be elimiiKited. Adjustments often c(^me quite sud- denlv and nnexpectedlv. There will come a cheek to a boom. It usually occurs when we ha\(' exhausted, in the ra]Md haste for expansion, all the availabh* cajntal at our command. In the same oi-der a cheek to a decline will oeeur when all the forceer ]^rofits of their customers, most of whom were perpetually "long" of stocks, or chronic bulls. These concerns were simply pfamblini!: ])la<'es whose backers bet their capital on the price fluctuations against the capital of their clients. AVhen l)ueket-sh(>ps were tolerated a long protracted bull mai'ket usually saw a great mortal- ity in their number, whilst a bear market found them sj^rout- ing in numbers as fast as mushrooms. In the grain, cotton and coffee markets, the position of the bulls and bears is a reversal of that occuined in the stock market. The bull on these staples is not the advance agent of prosperity. He does not expect to see higher ]iric- es because of the greater out-turn in the harvest. Higher l^rices come to him as a result of a shortage in crops. The bear is really the bull considered in the light of the benefit accruing to the pul)lic from his operations. He works for lower prices on his expectations of a bumper harvest. You will be interested in the definitions of some of the principal terms employed to designate trading on the dif- ferent exchanges. The "longs" and the "shorts" are other names to differentiate between the bulls and the bears. The "longs" buy for a rise, the "shorts" sell for a deeline. "Ex dividend" means that on the given day when a cor- poration's books close for the payment of the dividend to all stockholders of record, the stock is quoted with the divi- dend deducted from the price. Unless this is known the lower price of a stock selling "ex dividend" is likely to con- fuse the uninitiated. AVhen Union Pacific declares a quar- INVESTMENTS AND SPECULATION 159 terly dividend of 2^ per cent and should the price of the shares be $175 the day previous, tlie day the books close, Union Pacitic will sell ''ex dividend," or at $172.50, meaning that the $2.50, the equivalent of the dividend on each share, has been deducted. It is the same when a corporation de- clares a stock dividend in addition to a cash dividend. Sears Roebuck & Co., in 1911, gave the stockholders a stock divi- dend amounting to about the equivalent of $12 a share. The day after the stock dividend was payable the stock sold, stock and cash "ex dividend," or about $14 less than on the pre- vious days. "Rights," which one sees frequently mentioned, denote the market value of the pi'ivilege accorded to stockholders of record in a corporation to purchase additional shares it has authorized. In value these rights vary in accordance with the market premium the stock may command. Of course, if a stock is selling for less than its par value, there is no value to the rights to subscribe for new stock. But with some corporations such rights are extremely profit- able. It has been estimated for some years back that besides their cash dividend the stockholders in such a prosperous corporation as the Chicago & North- Western have received i-ights to more stock which brought their average return upon their investment nearer to 25 per cent than 7 per cent, provided that they availed themselves of their privilege to sell their "rights." A corporation with a $100,000,000 capital may elect, up- on the favorable vote of the majority stockholders, to in- crease its capital by $10,000,000. Each shareholder would then have the privilege to take ten new shares for each ratio of one hundred shares owned. If the stock sells for $125 the market value for one Inmdred shares would be $12,500, and for ten shares $1,250. Therefore, if a corporation offers its shareholders the ])rivilege to take the newly authorized stock at par, the rights would be worth $250 on each block of ten shares or $25 on each share. 160 LOUIS GUENTHER 111 stock inarkot parlaiico, tlioso rij^lits avo also ralk'd a ''iiicleii ciittiiiLz:. " 'I'hcsc "melons" may consist of new slock (ii- the (listril)ution of a lar^^^ extra divicU'iKk citlicr in I'unn (if casli or stock. Siicli ])ros])ccts fi'cfjiicntly lead to a considcrahU' out])nrst of s})ccukition in the shares wliich are expected to receive liberal treatment. While the bulk of the business on the Stock Kxchan.c:e i^ transacted in tlic unit of one hundred shares or niulti])le thereof, there is also considerable business done in smaller units and to desii;nate this tradine; the term "odd lot" or fractional orders has been coined amonj:: brokers, meaning the purchase or sale of shares in less number than one hun- dred shares. An "Irish" dividend is a term of sardonic derision. It stands for an assessment levied by an embarrassed cor])or- ation on its stockholders in an effort to re-organize and place itself once more among solvent corporations. '^riien there are such contracts as "puts," "calls," "s]M-eads" and "straddles." A "put" is a contract which gives the holder the right to deliver to the maker »)f the contract a number of shares of stock at a s]iecitied ]^rice within a limited time. On the other hand a "call" gives llie holder the right to demand from the maker of the con- tract a certain number of sliares at a specified ]»rice within a limited time. SjM'culators often make such contracts with <»th(M-s as a ]>it'cautionaiy measure to limit their losses. The buyei*s of these "]Mit" and "call" coiiti-acts ])ay a certain ])iice for this privilege to demand or deHv(>r stock within the time lim- ited by the contract. A, for exam]>le, will buy one hiindicd shares of Amer- ican Tar S: Foundry stock for $()0 a sliai"(\ Tfe may not wish to take more than a loss of $5 on each share, so he sells a "put" to B on one hundred shares, good for thirty days for $150. Should the stock decline ]>elow 55 within these thii'ty days, eacli point decline re-i)resents a ]>rofit to V* of ^100 on INVESTMENTS AND SPECULATION 161 the one Iniiidred shares. If the stock goes to the $50 a share tlieii B, the holder of the "put" can go into the market, buy the one hundred shares at a cost of $5,000 and deliver it to A, the maker of the contract, for $5,500. His profit then would be $500, the difference less the cost of the "put," $150, and the broker's commission, $12.50, or $337.50. Should the stock not decline during the term of his contract, he is only out his $150. The operation is similar in a "call" contract. A, in this instance, will sell one hundred shares of Car & Foundry stock at $60 in anticipation of a decline but wishes to limit his loss to $5, that is, he w^mts to protect himself against any further advance than $65 a share. So he sells to B a "call" contract that gives B the privilege of calling upon him for one hundred shares at any price above $65 a share within the specified thirty days. Every point advance above $65 represents then a profit of $100 to B, less the cost of his call and broker's commission. The cost of such privileges varies in accordance with the duration for wdiich they are given : the shorter the time, the cheaper the price ; and the longer the time the dearer the price. The only risk involved to the purchasers of these privileges is their cost. They are out this money if the op- portunity to exercise their privilege at a profit fails to offer itself within the specified time. General conditions and the technical position of the stock market usually determine the market value of "put" and "call" contracts. A "spread" is a privilege to combine a "put" and a "call" contract. The holder of a "spread" has paid for a privilege for a certain time to either deliver a stock at a stipulated price to the maker of the contract, or call u2)on him for the stock. In buying a "spread" contract the pur- chaser expects to profit through a large advance as well as a decline. In either case, should the stock pass his contract price, he could execute his "spread" and take his profit, figured on the same basis as illustrated in the "put" con- B.VII— 11 162 LOUIS GUENTHER tract. Slutuld the stock l)<»tli advance and decline witliin the contract period to a favoral>le point of execution, the lioldci- of a "s])r('ad" would doubly prolit, but should it t(»U('li neither li;4Ui'<' then lie is out the money the "spread" has cost him. A "straddle" is not unlike a "spread" contract, except that it is made at the market and the execution of either one of its privilee^es nullities the other. The cost of the "straddle," however, is the most expensive of any of these mentioned privileges. These contracts are favorites with small speculators who are willing to assume the risk the privilege cost for either a "call" or a "put" on a stock in the expectation that the chance will occur during the life of their contract to execute it at a profit. However, such privileges ought to have the endorsement of a member of the Stock Exchange. They are only good if the maker of the contract is himself solvent. There are other technical terms employed in the Stock Exchange operations, but they are of minor importance. The reader already knows what a margin is, also that inter- est must be paid on the balance of securities which remains unpaid. "Ai-])itraging" is a form of trading requiring the most scientific skill and rapidity of thought. It means tak- ing advantage in the difference in prices on the same se- curities between two markets, and may be transacted profit- ably even on the variation of a slight fraction. The princi- ])al arbitrage business is done between New York and Lon- don Stock Exchanges. XXVII. OPERATIONS ON OTHER EXCHANGES. 0])erations on the grain exchanges are for future de- liveries. AVheat, corn and oats are dealt in according to grades. If an operator buys a certain number of bushels of wheat he does so with the understanding that he wall ac- ee])t and settle for what he has bought on or before de- livery day wdien the wheat must be tendered him ; vice versa, he agrees to deliver the w^heat if he is the seller. All deliveries must be made on the last day of the month, when all settlements are also made and if the operator is unable to meet his contracts, it is at once a confession of insolvency and his contracts are bought in for his account on the same basis of settlement as on the stock exchange. In reading over the grain quotations in the daily press, it is to be noticed that the grain concerned in the trading is designated by different months. This implies that all sales and purchases are for the wiieat or other coarser grains, wliich must be settled for on the last da}^ of the designated month. The two principal crops in wheat on which the live- liest speculation converges are the Spring and Wiiiter wheats. The last day of May is usually an important day on the Chicago Board of Trade, for it is settlement day for one of the principal crops. In size the Spring wheat crop is the smaller. The Winter wheat crop is the lai'ger of the two. In New York there is a i)ro(luce exchange wliicli was organized at the height of our large export business, but with the falling away of this part of our grain business, trading on this exchange has narrowed considerably. It seems to be the fate of large agricultural nations for their exports of agricultural products to grow smaller as 163 164 LOUIS GUENTHER tlicir p(>pulation iiiciTasos. It was uot so many years ai^o, it will bo renieinliered, that our export of wheat was depended upon by financiers to establish foi- iis a lar^^e credit balance alirond, tluis providing gold to ini})ort when it was most needed. But for this purpose we can Tin longer depend up- on our wheat. Tn fact, we raise now only one important stai)le which we still sell abi'oad in large quantities — tliat is our cotton. James J. TTill al)out hit tlie nail nn the liead when he descrilx'd our decline as a wheat-exporting nation, when he said it was to be expected that we would not have much to spare after feeding the mouths of OO.OOO.OOO jjeo- ple. It was not that we grew less wheat but we wei-e not keeping pace in increasing our acreage. AVe are a nuich larger family t(>day than ten years ago and use for our own domestic i)urposes, the bulk of the crop. Our greatest crop in quantity is corn, but we do not ex- port as much of it as wt could spare. Our corn crop has grown steadily until now it causes no surprise when the yield reaches such an enormous total as 3,000,000,000 bushels an- nually. The value of our harvest, inchuling all the live stock and dairy ])roducts was last year estimated by the government agrii'ultural statistical department to be over $9,(K)(),0()(),()00. Of this wealth the corn cro]) alone ciuiti'ibutes nearly 20 per cent; wheat comes next; after that the cotton yield. The value of such minor crops, such as hay, rye, llaxseed, etc., runs into the hundreds of milli(His; so also with that once despised growth of uncultivated fields, alfalfa, oi- long shoot grass. The hen with whose industry even the busy city housewife is thoroughly ae(juainted, contributes each year nearly $200,000,000 to the nation's wealth. The out-turn of our fields is really the corner stone of our prosperity. As it is all new wealth, reproducing itself every year, it can be readily seen without my pointing to if, how nuicli every artery of business depends upon our harvest for INVESTMENTS AND SPECULATION 165 its life. It is this woaltli which supplies the blood that keeps trade ^oinc: along briskly. While our mining industry is second in importance, its prosperity largely depends upon the continuation of good harvests. The smaller the crops we raise, the more diminished is our prosperity. A crop failure would be disastrous. Fortunately, for a good many years we have escaped such a calamity. Our imnuinity from such a misfortune for nearly twenty years is largely credited to the grad- ual improvements in our agricultural methods. Whether this is true or not remains to be demonstrated. There are many who doubt that this is a logical explanation and the consist(>ncy of the weather supports at least to some extent their skepticism. But this is neither here nor there. The point I wish to make is the natural evolution in speculation in these important staples in which the opera- tors specializing in them are concerned to no greater extent than are the operators in stocks and in cotton. For them all a large crop spells prosperity; a short crop, a period of adversity; and it is quite natural that all keep a sharp eye on the weather conditions and the prc^liminary crop estimates which the Government publishes during the grow- ing season. But the large grain houses do not rely entirely up- on the Government's figures. The majority, to supply their clients with intelligent information as to the progress of the different crops, employ men to travel over the crop belts and make their reports. These men, because of their training and keen perception, have acquired the reputa- tion of being crop experts. 'A number of them fi-om their reports might also be said to have an inclination to regard themselves as naturalists, for in (heir own vernacular they have added some species to the number and kinds of bugs and insects destructive to farm products. One species in ]iarticular is the June bug, which very few people knew un- til the crop experts discovered it. 166 LOUIS GUENTHER "When Rpi-iiif|j Inirsts upon us, the crop experts get busy, and until tlie season closes and the several crops are safely in the barns, we are liable to have a half dozen crop scares caused by the different conditions, maybe thi-ou^di lack of moisture, buut ])eo]de abroad do not take kindly to corn, still considering it largely a food fit only for live stock, rather than for human beings. In the ])ro(luetioii of cotton this country largely retains itsmonoi)oIy. "\\'e have only one competitor worth consider- INVESTMENTS AND SPECULATION 167 ing— Eg}7')t, and eveu there the cotton crop is in the a^ejre- gate, compared with ours, of small proportions. Our cotton crop runs between 12,000,000, to 17,000,000 bales each sea- son. A bale weighs about 500 pounds. Dealing in cotton is all done on contracts calling for fu- ture delivery and for brevity they are designated in the market reports as *' futures." The quotations are divided into points, each point representing one cent and so many- points make a bale. What is called spot cotton means cot- ton for immediate delivery and on hand. There are two princiijal cotton exchanges in this coun- try—the Xew York Cotton Exchange, and the New Or- leans Cotton Exchange. Between them a considerable business is done. The operations on the Liverpool Cotton Exchange are closely intertwined with the dealings upon our own cotton exchanges, for Liverpool is the greatest dis- tributing market for our enormous exports of cotton. The importance of our principal cotton exchange, which is the New York Cotton Exchange, as a center of speculation is apparent from the fact that, next to the New York Stock Exchange, its memberships command the highest price. Among the other exchanges the Boston Stock Exchange is by far the most important. The principal securities on its boards are largely mining stocks, and those consist mostly of the copper stocks. But even of them the New York Stock Exchange has absorbed a large number. The transactions there are along lines similar to those on the New York Stock Exchange. So also with the Chicago Stock Exchange. But in Chicago we have an exchange with an imposing structure for its home but transacting very little business. This exchange has never recovered from the shock it received at the time the ]\Ioore Brothers first took their flyer on a large scale in the stock market, using the Diamond ^Fatrh Co. shares as their object of manipu- lation. As a result of their operations, the Chicago Stock Exchange, which was then located at Dearborn and Monroe 168 LOUIS GUENTHER Streets, was foirod to close its doors for a few days to pre- vent a panic. All the brokers, wlien they tried to liquidate thrir Diamond Match Co. stoek, found there was no market upon which to sell and the exchanp' sto])])ed doint:: business temporarily, to enable brokers to effect jn'ivate settlements. The disastrous experience of the Mooi'e Brothers spread tile belief that the Cliica.ti;o Stock Exchan.u^e did not ]>rovidc a market big enouu:h for large operations, from which im- pression it appears never to have recovered. Even at the present time there is seldom a day when the total trans- actions reach 3,000 shares in all, and this business is mostly done in securities of local entc^-prises whose issues are not large enough to w^arrant their listing on the New York Stock Exchange. Conditions on the Philadelphia Stock Exchange are similar but not in sucli a pronounced form. 'J'hc ]>rin- cipal securities, like Lehigh Valley and the Philadelphia Company, which were once the popular stocks on this ex- change, have finally found their way to New York City which seems to be the logical center for all securities, and to which thev final h' come when readv for the broadest market. There are smaller exchanges in llic other Icp.ding cities like Cleveland, Cincinnati, Pittsbui-g, and Si. J^ouis, but the business done on them is in small proportions and hard- ly worth mentioning. Even that small business is all in local securities. AN'hilc all these points are important fi- nancial centers, most of the transactions in S(*curitics are made over the counters of the investment concerns. '^riie y(tunger members of the Pittsburg Stock l-^xchange tried, in the h(>pe to revive operations on a more extended scale, to introduce dealings in mining shares. For a while their plans met with partial success, but it was a dangerous Innovation, as results soon ]n-oved. As most of the shares were in mining enter})rises in the early development stages, the operations resulted disas- INVESTMENTS AND SPECULATION 169 troiisly ill most cases to all who participated in the specula- tion, and this was mainly caused by the enthusiasm of the brokers, who, although ignorant in the first i:>lace of the fact that such securities are in most cases precarious specu- lations, still were desirous to give them a rousing introduc- tion by a campaign of manipulation which ran prices up to excessive heights. The fall was sudden and disastrous. The exchange has not yet recovered from this ill-starred episode. San Francisco has a mining exchange, where the nature of the mining business is better understood, and as the city is the natural banking center of the industry, it is also the logical market for these securities. There is a smaller min- ing exchange in Salt Lake City, and one also in Butte, Mont., and one in Duluth, Minn. The development in the oil industry in California brought into existence an exchange for dealings in oil stocks. Whether it is to become a permanent exchange remains to be seen. AVlien oil was first discovered in Penusvlvania, Oil Citv had an oil exchange and it thrived while the excite- ment lasted. But as an important factor it passed away with the collapse of the oil boom. Such was also the case in Beaumont, Tex., when oil was first discovered in that part of the state. It, too, went out of existence with the passing of the boom. With a brief mention of the New York and Boston Curb markets, I shall have finished with the i>rineipal ex- changes in the country. The New York Curl) is a j^e- culiar institutioii. Tiitil the present, there has Ix'cn no sort of control over it. The brokers who traded there were under no rules of restraint whatever. Any secu- rity could be listed there, for what a listing meant was merely that some broker introduced it to the other brokers who were billing to execute orders in it. If there was enough business in old clothes and shoes, they could just as well have executed orders in them, if there was any money to be made. A market as lax as this could not es- 170 LOUIS GUENTHER cai)o bocomintc the scene of a large number of finaneial scandals which \vas nnfortunate for its own prosperity, as the crookedness revealed, in the end, drove the ]ni])lic away when it realized no efforts were made to protect investors from financial sharks. Fortunately for the Curb market, which can be made an important market, an important reform was inaugurated in the formation of an organization to supervise its con- duct, pass upon all securities, and the character of brokers. This will restore the market in public confidence, provided the reforms inaugurated are vigorously enforced. Quite an array of securities now listed on the Stock Exchange have found their way there through the Curb market, where they made their first bow to the public. The Boston Curb market was organized along this line a year ago and is now housed in a building. AVhik' a few in- dustrial stocks are dealt in on both these markets, the \n-m- cipal listings are in mining stocks. The most important market for our securities abroad is in London. There some of them are listed on the Stock Exchange; the greater numl)er, however, are listed on the Curb. There is a difference in tiuK^ between these markets of about five hours, a sufhcient margin for trading between the two. American traders will sometimes sell in London five hours ahead of the New York market and buy their stocks back in Xew York the same day, expecting to j^n^fit by a decline here as a cause of a weak opening in our stocks ill London. The London market quotations sometimes exert a pro- nounced inlluence u])on (►ur own shares, and consequently stock uini'ket operators closely watch Ijondon ])rices which are on hand liefore our own dav's business sessi(m bcLrins. There is some dealing on the Berlin Bourse in the Ameri- can stocks, but not to an extent worth mentin. I am, however, inclined to the opinion that specidation is rather the s\nnp- tom of it than the actual cause. It is a human trait, durin.LC prosperous periods, when money-makinc: becomes a com- paratively easy task, to keep on expanding as long as cap- ital can be borrowed with which to spread out. The result is an excess in speculation. The easier profits come, the more daring is the use for which they are em- ployed. Afen, who have accunuilated their foi-tunes rapidly, are anxious to doul)l(» their wealth, then tri]ilo it and then rpiadruplc it. The more they make, tlic inoi-c they want, us- ually. Tlicy blindly ])luuge ahead without considering that the r)ace thev set cannot alwavs be maintained. Thev raise their structures on weak foundations. Therefore, th(\v are totally un])i-e])arcd to withstand any ]iressui'e placed upon theii- resources bv a sudden tinhtenintx in the su])])lv of a 11* ca])it;il, of which they have been free ])orrowers and they quickly tind themselves financially embarrassed. Creditors demand their monev; thev cannot alwavs get it. As other creditors are in tui*n dependent U]ion them, they are quickly and similarly affected. Like a ])rairie fire, financial embarrassment tlu^n Jnni])s from one ]dace to an- other, hurtling over wi-ak business structures and impairing 172 INVESTMENTS AND SPECULATION 173 sound ones. A policy of drastic curtailment is luiriiudly euforced in every direction. Capital grows extremely ap- prehensive and is not ol^tainable except at usurious rates of interest and only on gilt-edged collateral. Fear also largely enters as a factor into a business panic. In fact it is from fear the name "panic" originates. There is a sud- den rush of creditors for their storm cellars and when such stampedes occur, values are sacrificed and often go begging. It is then that the unprotected suffer the most. They are com2:)Osed of that class of borrowers who have borrowed until they have nothing left in reserve— no other collateral to offer to protect their outstanding loans when pa\inent is demanded without delay. Here we find a real estate operator forced into banli- ruptcy because he was over-extended, there a wholesale merchant, and at another point a large retail merchant. Banks are discovered to be in a weak position, for their loans are in collateral which cannot be marketed quickly and their reserve in cash is at such a low ebb they cannot lung withstand a run from affrighted depositors. All this is the psychological side of a panic. While i)anics are largely the logical outcome of over- expansion, the severity of their effect is produced by fear. This is demonstrated frequently enough in the process of re- adjustment following, when embarrassed ventures are brought back to solvencv without aiiv loss to the creditors. Nor do panics often throw ])efore them the shadows of their coming. They more generally burst upon us un- heralded and when least expected. The first signs of our last panic, that of 1907, appeared in March, when there oc- curred a sharp and sudden ])i'eak in the prices of securities, for what reason few at the time were aware and others only half surmised. The real cause was the sudden demand for a large amount of capital from interior banks when the fi- nancial centers were unpi-epared to meet it. It may be somewhat difficult to those unacquainted with 174 LOUIS GUENTHER our intricate financial machinery to detennine liow a sud- den demand for money can affect securities so seriously. But it will !)(' better understood when some light is thrown on our peculiar banking structure. Our national banks are compelled to maintain a certain per cent of their deposits at the reserve centers. The ])anks in which they keep these deposits allow interest on them while tliey in turn, to earn this interest, must lend it out in demand loans, which loans are principally upon securities having an active market. Thus it happens that loans on such securities are the first to be called. The borrowers, finding their loans called, find they cannot borrow elsewhere and are forced to sell their collateral for what they can obtain. They have no other recourse. Such were the conditions on the day in March, 1907, when the first signs appeared in the stock market of the panic of that year. In Octol)er when the pres- sure could no longer be withstood it burst in all its fury. It required almost a year and a half for the country to get over its worst effects. The recuperation has been slow% as it always is, as it takes some time before the damage can be repaired. That the stock market should furnish the first warnings of a panic, is but natural. It is here in the first place where over-speculation, the most pronounced symptom of a ])anic converges and as it is a quick market it is here also that lenders of capital hurriedly rush to liquidate their loans, and tret their monev back. Months afterwards the effects begin to make themselves felt at distant points. Imagine a i>ool of water into which a pebble is cast, ^t first the ])ebble makes a small ri])ple l)ut rapidly one ripple after another is formed each in larger dimensions until finally the entire edge of the pool is affected. This is exact- ly what ha]>])ens in a business panic: first to be affected are the financial centers, then its circle of influence extends further, until finally the whole country is engulfed. But with all their bad effects, panics arc useful, since INVESTMENTS AND SPECULATION 175 they are viewed as necessary at times to bring about an ad- justment between industry and caj^ital available for its ex- })l()itation and such I'eadjustnu^nts come at varying inter- vals. I shall not here enter upon a long discussion a])out the causes back of panics and some of the remedies proposed to ward them off. This subject can be better left to others, for it could be extended into chapters while the space at my command is limited. I shall, however, touch upon the agitation for a Central Bank as one of the means to prevent panics and, if it cannot accomplish this, it can at least tem- per the severity of their effects. The idea in back of a Cen- tral Bank is to provide a citadel of financial strength that could be depended upon to automatically expand or contract credit facilities. In England, France, Germany and the other continental nations are such institutions. Wliile they do not succeed in staving off a period of business stagna- tion, thev at least demonstrate that thev can minimize the harm through their note-making powers. We need some like institution patterned along some- what similar lines in this country which through its credit facilities could extend aid wdiere most urgently needed and required. As incoherent as is our banking system today, our ])anks attem]^t the functions of a Central Bank iii a panic through their associations and by means of clearing- house checks that temporarily take the place of money un- til all danger of large withdrawals of deposits has passed. This was done in the panic of 1907 as well as during a num- ber of previous panics. If we can consider that there are any visible forerunnc^rs of panics, carrying warnings ahead of their coming, I should say that they would make themselves apparent in at least three forms, namely, an excess of laud speculation, exces- sive interest rates and an abnormal shrinkage in the re- serves held by the banks. These reseiwes are the percentage of cash to the amount of deposits on hand to meet the de- mand from depositors. But these indications are not in- 176 LOUIS GUENTHER fallible, for it has often occurred lli;it wiiore there existed nil the e()iiditianic ncvci* oc- curred, for correctives Avcrc apjilicd in time. ^^^lat makes au excess in land speculation a dau,ii:ei'ous lueuace, is that it is the uiost unli([ui(lal)le form (d' collateral of any for loans in hard times. Buyers caunlace without disturbing the country's prosperity. Their bad effects can be localized. But such flui-ries of fright are largely caused by the attempt on the ]X\rt of daring spc^culators or power- ful financial interests to corner certain stocks. The Xoi'thern Pacific corner is an exami)le of this. The late i;;. It. Ilarriman, to prevent himself from being ex- cluded as a railroad factor from the Northwest, made au effort to buy enough shares in the open market to acquire control of the Xoi-thern Pacific. 0]i]-)osing his efforts were James T. Hill and and J. P. iSforgan, who in turn wei-e buy- ing all the stock they could lay hands on to ])revent Ilarri- man's securing control. A good deal more stock was sold to both by s]")eculators than there was authorized by tlie r<»ad or was outstanding, willi the result that when the time for INVESTMENTS AND SPECULATION 177 the delivery of the shares drew near the sellers began to scent the scarcity of the stock and began frantically to bid for what they had sold and could not deliver, bidding it up rapidly until it touched a price of $1,000 a share. The day will long be remembered in the annals of the New York Stock Exchange, as it was a day of intense fear and demor- alization. It meant the ruin of a great many Stock Ex- change members if they could not get the shares of North- ern Pacific they sold and in turn would have dragged dowm to bankruptcy other members who were not concerned in the Northern Pacific speculations but were large creditors of the members who were involved. The warring financial interests were aware of the dangerous conditions and ar- ranged matters so that a private settlement could be effected and l\v their efforts the danger of a great many failures was averted. The panic lasted but a day. Beyond the Stock Exchange it did not extend. The only individuals injured were the stock market speculators. Yet the case clearly illustrates how a panic might occur on the Stock Exchange and go no further. But corners are very dangerous things to attempt. They verv seldom succeed. A corner, to be successful must be so operated that the security whose price was bid up to a high figure can be in turn sold readily. It happens at times where this is impossible. ]\lany corners have been attempted on the Chicago Board of Trade. *'01d Hutch," as Mr. Hutchinson, a wary spec- ulator was nick-named, tried it a number of times only to find himself penniless in the end. Young "Joe" Leiter had the idea that a crop of wheat would not reach its usual proportions, so he kept on buy- ing all the wheat that the other traders were willing to sell him and which had to be delivered to him on a certain day. On paper his profits ran into the millions. To turn those profits into con the ina))ilify of those who sold him their wheat to make deliveries which B. VII— 12 178 LOUIS GUENTHER would force thorn to buy it hiwk from liim to make their con- tra ets good. But wlien the final dav for delivery came around, wheat poured in upon Leiter from jjlaces he never expected any existed. Elevators were ransacked for wlieat and rushed in cars to Chicago. There was such a deluge of the cereal upon the young speculator that his wheat corner was quick- ly knocked to pieces and instead of profits in the millions, Leiter lost all his fortune and a few millions which his wealthy sire had to put up to square his son's accounts. Another spectacular speculator who came to grief on the Chicago Board of Trade as the result of his efforts to corner wheat, was "Ed" Patridge. Most of us still remember the Waterloo which overtook Sully when he attemj^ted to cor- ner the available cotton crop. There have, th(^ugh, been men who successfully operated corners. One of these speculators is Charles Patten, the Chicago speculator. He has cornered oats, wheat and cotton successfully in their turn and has reaped millions as his gains for his daring. He now claims he has withdrawn from the market. If he holds to this resolution he will retain his millions, but should he venture back into the Pit and try to repeat his s]">eculative coups, there arc many who believe he would lose what he lias by trying to nin a corner once too often. It is fortunate that the Stock Exchange does not tolerate any attempts to corner a security, as it realizes the harm which could arise from such attem])ts. Through its discretionary power it can enforce private settlements and largely interfere with the profits which could be made from a corner and this, of course, discourages any deliberate and preconceived ])lan to bring about a corner. The Xorthern Pacific corner served as a good lesson towards this end. XXIX. POOLS AND MANIPULATIOX. A great deal of the speculation on the New York Stock Exchange is artificial. By this I mean that it fails to reflect the actual transaction in securities by the trading public. Such artihcial speculation aims to incite, through a display of activity, a buying or selling movement in certain secu- rities and then leaves the attainment of its pur2:)ose to the imi)etus such efforts have started. A number of brokers will often organize what we call a pool, to exploit certain stocks. ^lany such pools are con- stantly operating in the stock market, especially when the trading is active. These pools work with great cleverness.. They pull their strings behind the scenes and only the shrewdest market observers can trace their operations. Only when some cog in their plans slips, as occurred in the case of the Cohunbus & Hocking Coal & Iron pool, does the public get any inkling of how pools operate and then when their operations become known, the revelations do not always reflect credit upon the Stock Exchange. What happened to the Columbus & Hocking Coal & Iron 1)001 was this: The members of this pool, after they had succeeded in rigging the price of the company's stock to over $90 a share, and they began to suspect that the pub- lic could not be induced to buv their stock at fancv prices grew apprehensive about how they were to get rid of their holdings, and to get out whole, started to betray one anntlier in their selfish desire to protect themselves. AVIkti this treacliery become known, tli(M-o was a sudden rusli to sell and within a few minutes the i)o(»I was smashed. Tlic stock, whicli only an houi- lu'Tnic bad been quoted around $90, declined rapidly and did not stop until it touched a price around $10 a share. Two Stock Exchange firms which were 179 180 LOUIS GUENTHER financing the pool failed, while James R. Keene, the pool's manager and manipulator, lost not only a big slice of his fortune, but a goodly part of his reputation likewise. To be successful, a pool must sell its accumulated hold- ings to the public at a profit, but in this it does not always succeed, since the public is at times too wary to be caiight. An amusing instance showing what strange effects can sometimes be brought about by a slight misha]'* in orders given by a pool, occurred in 1910 in the preferred shares of the Rock Island Company. It seemed that on the night before this incident happened, a leading operator in this stock, wiio was managing this pool, ])laced large buying or- ders in the stock with different Stock Exchange members, but forgot at the same time to give enough selling orders to balance the fluctuations in the stock so as to make them api)ear nonnal and not arouse any suspicions. AYhat took place was startling. The sinniltaneous appearance of these large buying orders without any offerings of the stock, re- sulted in a sky-rocket advance of $30 a share in the pi-ice in less than fifteen minutes and when it became knowTi that a serious blunder had been made in the distribution of the orders, there was a foot-ball rush to sell, the stock sliding back quickly to the price from which it had started but a quarter of an hour previously. The error ever after put the stock under suspicion. The ]iublic would have none of it and for months afterwards Rock Island shares were care- fully shunned by speculators. The way j)ools operate is interesting. A group of Stock Exchange members will agree to form a pool, which in some instances they call a S}Tidicate, to provide a more dignified tone to their scheme. Pools are not always formed by meml)ers; they may be organized )\v speculat(U'S as wtU who in no way arc affiliated with the Stock Exchange. Each member of the pool agrees to handle a certain amount of the stock in which the pool is interested and these orders are distributed at scale prices over a certain period of time. INVESTMENTS AND SPECULATION 181 In this manner efforts are made to induce activity towards whatever direction, up or dowTi, the pool plans. If the pool's plans are successful and it has succeeded in distri])u- i'mg: at a pi'ofit wliat stock was pTirchased, or has covered what stock was sold short at a profit, a distribution is made among the members. Sometimes a pool makes enormous profits. The losses are equally great where a pool's plans meet with defeat. A powerful pool was organized in United States Steel com- mon stock in 1907, in the midst of the panic. This pool, for- tified with millions of capital and aided, as some authorities claim, by the Steel Corporation itself, which through its charter is empowered to deal in its ovm. securities, persis- tently bought all the stock coming upon the market. This buying kept United States Steel conunon stock like a rock, withstanding all pressure, around $20 a share throughout these parlous days. The firmness in the price of the stock had the desired in- fluence when confidence and reason again returned. The strength of United States Steel common stock was a topic that was on every one's lips and firmly implanted in the public's mind. The stock became the popular speculative mediiun and steadily advanced in market value until it touched a price near $95 a share. In the interval, the rise in the stock was assisted by a mnnber of increases in its dividend. The millions the pool had to Tise to support the stock were nuiltiplied a numl)er of times by the advance in its value which followed. In some financial quarters pools and their purposes are justified by the claim that the public will not notice a secu- rity, irrespective of what merit it possesses, unless there is some leadership and it is such leadership they aim to supply. Probably there is some logic in their contention. Yet not all pools arc organized on such a praiseworthy ]^lan. Quite often they are formed to inveigle the trading public with some security at prices wholly out of proportion to 182 LOUIS GUENTHER tlu'ir intrinsic vnlues. Most of tlic criticism involving tlio New York Stock Kxclianuc in recent vears mav be directlv traced to operations of this cliarafter. Pools arc largely responsible for tin- niani]»nlatiou in stocks, about which so much is written and which is so fre- quently mentioned in the financial reviews in the daily press. The weight of their orders makes a stock rise or fall and often to such an extent as to frighten real holders to throw their shares onto the market or cause a scurrving to buy in anticipation of a good advance. Pools work upon the avarice and credulity of the public or on its fears. Before Governor Hughes of New York State apprnnted a conmiittee of citizens to investigate the operation on the Stock Exchange with the purpose of recommending re- forms for the protection of the pul)lic, pools were all(>wed to carry on their mani])ulations with almost no restraint whatever. "While ''wash" sales and "matched" orders were not openly tolerated, they were secretly connived at and per- mitted. "Wash" sales are sales where two or moi-e members p:o\ together to buy or sell stocks between thems(>lves to es- tablish quotations so that they may be reported in the offi- cial transactions of the Stock Exchange. This is also true with "matched" orders, which is but another name for "wash" sales. One broker will have an order to buy one hundred shares or more at a certain ]»rice .-md another bi'oker an order to sell a similar amount of stock at the same ]irice, each older emanating from the same source. The pub- lic, unaware that these orders arc artificial, accept them as actual transactions. P)ut this .sort of dece])tion is now largely a thing of the past as a result of the investigation made by (iov. Hughes' committee. lAnother ]u'actice, now forbidden, is the one by which a member was allowed to bid for or offer a certain price for a large block of stock, but did not have to execute the order unless exactl}^ the amount of stock his order called INVESTMENTS AND SPECULATION 183 for was offered, or taken, at his price. This practice al- lowed a member to bid $160 for a block of 10,000 shares, all or none, when the price was only $150, very well know- ing beforehand that no other member could fill his order. Orders like this were mere bluffs made ostentatiously to impress the public. Now a member, whatever he makes a bid, must take stock in whatever blocks it is offered and this, of course, negatives the sort of manipulation just described and which is designed to deceive the public. All manipulation, however, does not spring from pool operations. Some of it is caused by large underwriting bankers who in bringing out an issue of new securities listed on the Stock Exchange, bring about an advance in the price of the already outstanding securities in order to create a good impression for their prospective financing and secure for it a successful reception on the part of the public, which is more likely to be keen for anything indicating a likeli- hood of a quick profit. On the floor of the Stock Exchange are arranged rows of posts, around each of which gather the traders who trade in a certain security. To facilitate the trading, each mem- ber selects some stock of wliieh he wishes to make a specialty and makes his headquarters while on the floor at the post allotted to his security. As examples, one member acts as specialist in Reading Railroad stock, another in Union Pacific shares and so on. For the more active shares there may be a number of specialists. They execute orders in their specialties for a commission of $2 for each one hun- dred shares when the orders are fi'om fellow members. In this way members are saved a good deal of running about on the floor of the Exchange and also considei'ablo of their time. But the specialists in the more inactive shares are often subjected to severe criticism. They are in a position to make considerable money if not over-scrupulous. They are in a position to execute an order of their own before that of 184 LOUIS GUENTHER a cnstomor. For cxam]»lo, a ciistomor pvos a market order to sell 100 shares of an inactive stoek. The specialist could, were he so inclined, l)reak the ])rice three or four points and Ituv in the stock his customer sold. To the next Iniver who came alone: he could sell this very same stock at an advance of two or tliree points, makinir not only his commission fi'om both seller and ])uyer but also the difference in i>i-ice. I don't say that this is done, but contend it can be done and believe that amon^ the much needed reforms should be more stringent supervision over the sjDccialists in the more in- active securities. Some of the Pitfalls of Speculation. I cannot attempt to elaborate upon the many different pitfalls dug by crafty schemers to catch imwary and igno- rant speculators. On this one subject alone a book might be written. The bucket-shops, for one, have proved the principal menace to the public but fortunately they no longer exist to the great extent they once did, n(»w that the Government has gone after them with a big stick. A l)ucket- shop, as already described, is nothing less than a gambling room. Bucket-shops can only carry on a prosperous business by misleading their patrons. This they do by inducing them to take on stocks likely to decline or sell stocks more liable to go \i\). It is always to the best interest and protection for a person who wishes to deal in stocks or conuuodities to awry on his tiansactions through a member of n regular exchange, as such transactions thus come under the su])ervision of the members, who are compelled actually to execute all their orders. For a member to be caught "bucketing" or- ders means his expulsion from any re])Utable exchange. By dealing with members a patron is also dealing with a person of more or less financial responsibility and one whose commission is sufficient compensation for the services he performs. Moreover, it is possible for a customer, when INVESTMENTS AND SPECULATION 185 transacting his business throngli a mom])cr, to check his orders from the official records. "Tips" on the market are the bane of speculators. They prove the ruin of a great many. A speculator will hear from some one about whom he knows nothing and with whom he has scraped up a passing acquaintance in some bi'okerage office, that such and such a stock is either going up or about to have a big break. He hurries to get in on the "good thing." In most instances such tips are mere guesses. On such flimsy foundations many speculators will sometimes stake a small fortune. Ts it then any wonder that they soon lose all their money? Other speculators will pay a weekly or monthly stipend to some advertising tipsters for inside information. The inconsistency of such ad^ace is plainly apparent when it is know^n that if these self -criers of their ability to forecast prices were only correct about a small part of their prognostications, they could retire in a short wiiile with great big fortunes. Yet these financial charlatans month after month catch a new crop of suckers; otherwise they could not continue in the game as long as they do. It is a remarkable ]ihase of human nature that prompts individuals to back with their money the claims of perfect strangers, but when it comes to buying even only a pair of socks they will inspect them closely to be sure they are get- ting what they bargained for. Still it is true, for, were this not a fact, no such schemes like the 520 per cent Frank- lin Syndicate operated by a clerk by the name of ^filler or the Dean SjTidicate or the Storey Cotton S^nidicate op- erated by ex-convicts, could l)e ]iossible. These were all blind pools, so to speak. They advertised that speculation could be conducted profitably and without loss and would declare out of their supposed operations bic: weekly divi- dends. The Franklin S^-udicate, while it lasted, paid 10 per cent weekly dividends. They secured some person in a comnmnity as a customer and it would not be long before 186 LOUIS GUENTHER the diipo would !)(' tcllinc: all his noi.c:hV>ors about tho fat dividonds bo was roeoiviue^. Tbo result would bo tbat tbo eui)idity of otbors was arousod and tlioy also f<'ll victims. Tboir scbouios woro siniplo. Tbo dividonds paid oamo from tbo monoy tboir dupos sent, and not from spooulation. In tbo oarly sta^os of tbe crooked ,ii:amo, tbo dividonds paid did not amount to verv mueb and for every dollar distrib- uted in tbis way tboy woro sure of ton more oomina' back. Few of tboir \irtinis ever ,u"ot tbeir money back, f(»r tbey kept sending more monoy tban tboy rocoivod so as to in- crease tboii" large profits. A day must come wben sucb scbemes as tlieso are raided or tbeir operators d(^eide to make a big clean up. Tbon all tbeir dupos find tbat tbey have not been speculating but bave boon swindled out of their money. Luckily, sucb discretionary pools, as tboy are styled, have ceased to exist. The authorities are now too watch- ful. But in tboir place have sprung up individuals who will handle speculative accounts for clients for a share of tbe profits. They catch their full measure of victims. Those people are merely gambling with tbeir clients' money. If they guess rightly, tbey take a share of tbe in-ofits; if not, their customers, not tboy, lose monoy. Tn tbo fii'st place, no person should speculate who has no knowledge of securities. One nmst not forgot that in- trinsic value and ])ossil)le increase in income return are tbo moving forces behind a rise in tbe price of a security, and conversely, a do})rociation in 1lic intrinsic value and the likelihood of a reduction in 1lic dividend, are behind a de- cline in tho pi'ico of a security. Such possibilities can l)o detected oidv bv close studv of prevailing conditions and by thorough analysis of tho earn- ings statement, as ]»ul)lisbed by corporatif accom- jilishing, merely through lack of sufficient capital. The intelligent and successful promoter guards against such a contingency. He usually deals with wealthy capital- ists and large underwriting l)ankers who are prepared to pledge all the necessary capital to insure the completion of the project hefore inviting investors to participate. They at least go to all lengths to he sure of their ground. It was in this way the steel merger, copper merger, and a dozen other well-known mergers were organized hy shrewd pro- moters. Their securities may have been watered, ])ut at least they always had a market. Criticism may properly l)e directed at this watered cap- ital, but it must be said in behalf of the original promoters that the holders of their stocks could realize something on them whenever they wanted to sell. As much cannot be claimed for the stocks of tlie number of shift v schemes ex- ])loited during the last twenty years, by means of flam- boyant and extravagant newspaper advertising. To men- tion the names of all of them would alone require a book as bulky as an Encyclopedia Britannica. ^lost of the secui'ities issued l>v tlieso schemers are now W(u-thless. AVhat money the puljlic invested in flicni has been nm\- pletely lost. Only one general rule can be suggested by which an in- vestor may judge the standing of a pr()m(>ter who is en- deavoring to enlist ca])ital. That rule is to find what is the prcanoter's reputation in the financial conununity— whether he has any previous successes to his credit, never to accept his mere statements as facts, but compel him to furnish a INVESTMENTS AND SPECULATION 191 complete financial report T\'ln('li will show how much cap- ital his project will require and then what assurances he can j^ive that he will be able to raise it all. By an investigation of his character it is possible to learn whether the proposition is of a substantial character, or the promoter is simply trying to raise a large amount of capital "on a shoe string." Other than this there are no specific rules. There are so many different ventures con- stantly being brought out and such a great variety in the plans adopted to raise capital, that each proposition must be judged individually and according to its merits. Listed and Unlisted Securities. "We hear considerable pro and con about listed securities. The subject is very much discussed not only wherever secu- rity buyers congregate, but frequently in the financial col- umns of the newspapers. The most convincing argument brought forward by champions of listed securities is that the latter have a market. That is to sav, thev can be sold when it comes necessary to sell them. Their point is that individuals, when they make an investment, wish to be in a i^osition where they can always sell what they buy. Then they also contend that it is much easier to obtain loans up- on securities listed on some Exchange. But fallacy is to be found in all their arginnents. Standard Oil shares are not listed on the Stock Ex- change. This security is traded in on the open market and there is not the least difficulty experienced in quickly find- ing a buyer, should one wish to sell the stock, nor will a per- son be turned out of doors by any banker if he wishes to borrow any money, as there is no more desirable collateral for a loan than the shares of the Standai-d Oil Co. There are any number of other desirable stocks in a similar posi- tion, alth(High they are not listed. A few which might be mentioned are Royal P>aking Powder, Singer Sewing ^lachine, American T}q:>efounders, Otis Elevator, Borden's Condensed Milk, and so on. 192 LOUIS GUENTHER lu tlic final analysis, it is not wlicther a stock is listed or not which gives it marketability, but its intrinsic merit as an investment. This is what the buyers of stocks first consider, and quite properly. Furthermore, this element is [also what bankers first seek t<» determine when making loans or at least they should do so. if a corpoi-ation is doing a lai\<;e business, has i'^v years ])aid ^ood dividends and con- .tinues to pay them, then it should not be difficult to sell the stock when the occasion to do so arises, or to borrow money 'upon it. i |i?t Listed stocks are decidedly at a disadvanta.a:e with neiTous security holders, for anv extreme fluctuations in their prices mi,i2:ht prompt them on the spur of the moment and without thinking, to sell when they should not, or buy when they ought to let them alone. There are also many securities listed on the Stock Ex- change, which, so far as commanding a ready market, might as well never have been there, so inactive are they. Nor is this to their discredit. It may be a case, as it often proves, that the shares are so closelv held bv investors that very little stock comes into the market. Tlic position of the shares of the Eastman Kodak Company of Rochester, N, Y., is an example of this. The stock has ]iaid sudi a good rate of dividends for years that those wlio (.wn it are re- luctant t(t part with it. The shai'es of the express com- panies, although also listed, are inactive a good deal of the time foi- the verv same reason. There are some listed stocks in which sometimes days will pass without as much as one hundred shares changing hands. I mention this only to prove that all the advantages arc not always with listed stocks. There are a great many equal- ly good secui'ities not on the Exchange which it would be the height of folly for investors to ignore ])ecause of the absence fi-om the listing department. When a person buys a security he is promjited to do so because of its value and prospects. That is the cardinal INVESTMENTS AND SPECULATION 193 principle in making profitable investments and no one will dispute the argument. While I am not decrying the ad- vantages of securities that are listed, I at least cannot see where it is a mistake when a corporation fails to place its securities on the Exchange. I have been told by directors of corporations that they have refrained from listing their stocks because of a fear that if they did so the stocks would be in danger of being manipulated, where as it is their desire to keep the stocks free from all stock juggling and have them sell strictly upon their merits. In taking this view they are quite right, for nothing will prejudice a security in the opinion of the public more quickly than a suspicion that the fluctuations in its market prices are artificial. There is no way to prevent this being done on the Exchange should some of the brokers conclude they could make a good profit in buying quietly a block of stock and then by a display of strength in the quo- tations, distribute their stock on a scale of rising prices. After they are through with their maneuvering, the stock might decline rapidly in price to the great impainnent of its market position, although nothing has happened to de- preciate its intrinsic merits. This is what makes some cor- porations hesitate to list their securities. When the Governors of the New York Stock Exchanges devise means to make manipulation extremely difficult, I am inclined to think the hesitancy shown by directors of the smaller corporations to list their stocks will be very largelv removed. Towards this end the suggestion has been prof- fered to prevent brokers from buying stocks for their own account. Whether or not this is practicable is a de])atable question. But as long as a stock has intrinsic merit behind it, re- turns good dividends and has borne a good reputation, it is immaterial from the investor's viewpoint whether it is listed or not. It is well to remember that that which has value may be sold and money borrowed on it. B. VII— 13 194 LOUIS GUENTHER Mining, Oil and Other Bonds. Ever so often it seems to ])e our misfortune to run into a l)oom of some kind (»r (•tlier when the p(»i)nlar fancy for investments turns in (me jiarticular direction and then dis- cretion and good judgment which solx-r-minded people are supposed to exercise, are cast aside in a frenzy to gamble. If it is not in mining, then it is for the exploitatit)n of a newly discovered oil tiekl ; if it is not for that, then it is some- thing else wliieh has taken hold of the public fancy. It is during such Ijooms that the flotation of new securities reaches its flood tide. A great many j^eople then appear to be obsessed with but a single idc^a, to acqiiire wealth overnight. AVhen pop- ular fancy runs wild for a certain class of securities, it is a harvest time for unscrupulous manufacturers of se- curities. Yet this is not a phenomenon exclusively characteristic with us. Nearlv everv other nation is afilicted more or less at some time or other, with the same sort of wild speculative mania. The phlegmatic Dutch had a black tulip craze when fabulous sums were paid for this ])ul1). >^ ranee was turned into a nation of besottened gamblers by John T.aw with his fanciful Mississip])i bul)ble, and more recently by De Lesseps and Ilirsch with their more ambitious l*anama Canal scheme. AVe are inclined to look u])on the French as a thiiftN' r.icc, vet these ineidents prove thev can be aroused mider ])eculiar circumstances to throw millions away ou baubles. In Knghnid such debacles result frequently, AVhile France was royally entertaining John Law and pouring immense riches into his lap to squander, Fnglishmen were no less shorn of all sober sense in their great greed to get the immense wealth which the South Sea trading enter- prises, and there were a half-dozen of them, promised to bring. With the same rash spirit they launched upon the INVESTMENTS AND SPECULATION 195 ^vil(lly speciilativo sclienies converging npon the dovolop- ment of the new gold fields of Africa and only recently something approaching a frenzied boom in rubber company shares developed and has since collapsed. There was a boom in 1849, due to the discovery of gold in California, but our first extensive boom, which is remem- bered by the present generation, and which reached any large proportions, was the speculation in oil, when the first large oil area in this country was discovered in Pennsyl- vania. People from all over flocked to the oil district. The early comers made money. Their successes lured oth- ers. In this way the fever spread until it ran wild until it died from exhaustion. The pioneers are the ones who usually make the money in a boom. They are able to do this through the willingness of those who follow to jDay fancy prices for their holdings. They, in turn, hand them over to other late comers. The bubble, once started, continues to expand as long as there are people who will take what others have to offer at a good profit, which in ])()()ni times attains fanciful pro]')ortions. But finally there comes a pause when every one rushes to sell in an anxiety to cash in their paper profits, but buyers are scarce. Then the bottom drops out of the boom, the bub- ble bursts and property or investments which only a short while before were figured in dollars, are not worth cents. Such, in brief, is the history of booms. The author distinctly remembers the Texas oil boom, which it was his good fortune to observe at close range from its inception to its collapse. A week after oil was discovered the rush began to the new field. Beaumont, Texas, which was the center of the new field, grew from a small lumber town of not more than (),000 po})ulation to a bustling city of 25,000 peo])le, all this ])ottoin('d on a fi"(^nzicd hunt for wealth. The Lucas Gusher brought this lioi-dc of ];)co])]('. It was spouting oil at the rate of 70,000 barrels a day. Tliis excited the imagination of the masses. 196 LOUIS GUi^NTHER Nothing was more easy to estimate than that such a production meant enormous wealth. At fifty cents a barrel the new well was showing a production of $35,000 daily which was all right on paper. If one well could show this, then the profits on a half-dozen would reach enormous pro- portions. Oil land which could be bought a month before for only a few dollars an acre, jumped by leaps and bounds in price and in a few months was changing hands on the basis of $1,000,000 and over an acre. Derricks were built so close together that it was impossible, in some places, to walk be- tween them. The outcome was the great over-production of oil, for which there was no market. Oil was soon begging for ])uy- ers. The price declined until not more than three cents a barrel was obtainable. But this was not the only mishap to befall the field. The large number of wells drilled on the same spot almost exhausted the field in a year's time. More than a thousand different oil companies were promoted, all with varying capital, fi-om a modest $50,000 to several mil- lion dollars. The public invested, it is conservatively esti- mated, nearly $100,000,000 in actual cash, most of whieh has been lost, as there are today only a few oil companies com- pared to the number formerly in this field, and they are largely o^^^led by three or four large corporations. It is the same with mining. The Cripple Creek, Gold- field, Tonapah and Cobalt booms sucked up one hundred dollars, the money of misguided investors, where it returned one dollar in dividends. Porcupine, the new gold camp in Canada, is likely to repeat history. It is not that these camps lack opportunities for successful ex]-)loitation ; it is due to the public rushing heedlessly into these things and taking anything offered T\ithout investigation, snapping at them like a school of hungry fish at the bait thrown out. This is what happened also in the great industrial boom following ^IcKinley's inauguration as President in 1897. In those days it seemed that all promoters had to do to induce INVESTMENTS AND SPECULATION 197 the public to pour its money in upon them was to incorpor- ate a company, plan the manufacture of something and ar- range in their prospectuses a mass of statistics demonstrat- ing how much money could be made. It is needless to say where things are done thus loosely that the majority of the enterprises never can reach beyond the embryonic stock-sell- ing stage. XXXI. THE GET-RICII-QUICK LURE. Uutil recent years, the Get-Rich-Quick Game had at- tracted little attention, althon.uh it had heen an evil in the domain of finance which had slowly but steadily grown for years until it had reached proj^ortions where it had actually become a serious menace to our national prosperity. But it could no longer be ignored. It spread so far that the neces- sity was forced on the different states and even on our National Government to devise rigid restrictions to check the invasion u]^on our people made by the multitude of such schemes which have been continuously cropping up. The Get-Rich-Quick Game, as conducted in this country, is no longer a small factor. President Taft regarded all such schemes as constituting a danger to our prosperity, serious enough to make it ineuni])ent on him t<» devote a pai-agra])h in one of his recent messages recommending that drastic action be taken against these swindles. The losses the public sustains through get-rich-quick schemes is enormous. But the greatest harm following does not come to intelligent people, as they are not so easily de- luded; l)y far the larger number of victims is drawn from the huni))ler classes, the thrifty accumulators of capital, who, being totally ignorant of the first sound principles gov- erning investments, and still anxious to make their money yield the largest income, grasp eagerly at different proposi- tions bi-ought to their attention beciiusc they promise enor- mous returns. The amomit which credulous investors lose each year in our many different Wallingford schemes to acquire wealth overnight and on a few hundred dollars, cannot be estimated accurately. Still, I believe I am not exaggerating, but un- derestimating the total loss, when I place the amount be- 198 INVESTMENTS AND SPECULATION 199 twecn $150,000,000 and $200,000,000 every year. This cer- tainly is a liiig-c amount of capital to throw a"SYay upon ven- tures which never have had a ghost of a chance to succeed from their veiy inception, because they were conceived at the start in the womb of dishonest v. I \\'as asked some months ago by ]\Ir. C. ^I. Keys, the financial editor of World's Work Magazine, to prepare some statistics of the more prominent get-rich-quick fakes foisted on American mone}^ savers during the last few years. In the preparation of these statistics I went no further l^ack than seven vears and included onlv such schemes which emanated principally from the eastern financial centers. The statistics I furnished World's Work included forty- two oil comiDanies, with an aggregate cai)italization of $83,- 448,128; one hundred nineteen mining companies with an aggregate capitalization of $527,882,500; and eighty-two companies of a miscellaneous character, with an aggregate capitalization of $448,269,780. This list was only a partial one and included only such schemes still fresh in the pub- lic's mind. Where one was mentioned there were two score or more unnamed, because space to include them was not availa])le. Yet here in this incomplete list we see a total capital in excess of one billion dollars, of which but an infinitesimal part actually went into the development of these enter- prises: th(^ larger part drifted to the pockets of dishonest promoters, went for flamboyant advertising in the not over- scrupulous newspapers, or was squandercul on large com- missions to stix'k salesmen and their sub-agents. All the millions investors threw in these schemes proved a total loss. A country eannot long continue to prosper which will tolerate the snuffing out of so much of its available capital each year. The Get-Rich-Quick Oame is a convenient blind for the high-class confidence man to hide behind. Until the authori- ties, following the lead of the National Government, be- 200 LOUIS GUENTHER came aggressive and made up their miiuls that it was high time to stop this form of brazen phmder, crooks and crafty promoters found the occupation of despoiling the masses from such vantage points as fiscal agents, fake bankers and brokers extremely congenial, nor were the risks they as- sumed great. Compared to them, hold-up men were indi- viduals of some couraije, for thev at least alwavs invited danger from a counter-attack when they assaulted wayfar- ers to get theii- booty. The get-rich-quick shark was seldom in danger from physical violence, for if one of his victims came to seek him out in his office to force hmi to return his plunder by physical persuasion, he was never to be found around. The get-rich-quick schemer works along clever lines. He acquires mining claims or a lease on some oil property some- where near where a real boom is on and at once starts a company, capitalizing it for a large amount, or he may get hold of some new invention, like the wireless telegraph, or the wireless telephone, and subject them to the same process of inflation. This preliminary step taken, he next proceeds to have stock certificates and attractive literature printed, promising profits ranging from two hundred to as many thousand per cent. Then he is ready for his work of pluck- ing investors of all the money they can spare. One of their effective schemes is to offer their stock at a low price, much under its par value. They fix on a low price the better to convince their dupes with their plausible argiunents that the investment will rapidly advance in value. In many instances, they hold forth promis(\^ that their stock will reach a jirice far in excess of its par value as soon a3 their enterprise begins to pay large dividends, which are never declared unless fake payments are made and then they are used merely as a bait to be withdra^^Tl later on. The difference in the price at which a victim may buy stock and what it is sure to reach, according to the promoter, is represented to him as the profits he can easily make. The INVESTMENTS AND SPECULATION 201 profit is so vastly in excess of what it is possible for con- servative investments to return that the lure catches igno- rant and greedy investors, but not intelligent people, who will investigate thoroughly before biting on the mere prom- ises made by people entirely unknown to them. Another scheme adopted by get-rich-quick operators is to announce an advance in the price of the stock and urge that it be bought for the profit which can be made from the increase in its market value : this is what thev all sav. If a stock is offered for ten cents a share and will be advanced to 20 cents a share, it is pointed out that the investor will make 100 per cent. This snare catches a great many vic- tims. The stock has not advanced one mill in value ; all that has taken place is that it has been arbitrarily marked up in price. If any effort to sell the stock w^re made by an invest- or, he would find out that, virtually, there was no genuine market for its sale. All sorts of efforts are made to secure the consent of men having some reputation to act as directors for get-rich- quick schemes; some are innocently drawn into the game through an honest belief that it is a good thing and certain of success ; others, again, act for a more mercenary purpose, giving their services in return for a salar}" or a big block of stock which they expect to sell at a profit. There is a telegraph company whose stock is widely ex- ploited by a concern in the East, which borders as near to a disreputable promotion as it is possible to get without its authors breaking into the ])enitentiary, for which a number of very well-kno\^Ti public men are acting as an advisory board and among whom is a famous divine. Yet not one of these men ever attended a meeting of the company. They have consented to act as an advisory committee upon the plea of others that their presence will be a guarantee that the enterprise will be free from stock jobbery. The general reputation of these men is proof of their integrity ; they are the innocent cat's-paws of crafty promoters behind the 202 LOUIS GUENTHER scheme, who use their names and high character to inveigle the public into buying the stock. This is by no means an isolated case. There are anv num])er of simihir illustrations which could be given. Get-rich-quick promoters are fully aware of the power the names of reputal)l(' men have upon the purse strings of credulous investors and they cmi)loy every means to secure such men as directors in their enter- prises. Sometimes it occurs that men in good repute will l)elieve they have a good thing. Likely they have, but unfortunately they fall among the crooks in linance who enamor them with promises of quickly raising all the capital to develop their enterprises and ruin them in a short while by their dishonest operations. This often happens. I remember a legitimate industrial enterprise which fell among the tinan- cial Philistines who robbed it from all sides and tinally forced it into bankruptcy. After that experience it was im- possible to raise any money for it. If a fake advance in the price of a stock fails to entrap victims, then fraudulent dividends are tried. The backers of get-rich-quick schemes are never at a h^ss to spring any cou]i if it will suffice to bi-iug them money. They will guar- antee to buy stock back within a eci'lain time at a liigher price, if that will catch a sucker, with ik* intention of living U]) to theii- ])romises, and as they are hnancially irrespon- sible it is useless to start any legal action against them, as no monev could be recovered after once thev obtain a strangle hold uj)on it. A few years ago some get-rich-quick mining promoters devised, so they claimed, a i)lan for a guaranty against loss. The scheme consisted of a trust fund inti» which were de- posited a certain number of shares in each of the companies they ])rom(tte(l. It was a sort of grab box. If the investor was dissatisMed with one stock he had ])urchase(l beciiuse it did not \n\y dividends or advance in price (juickly enough, he could turn his stock into this depository and take out INVESTMENTS AND SPECULATION 203 some other stock which he fancied the more. As all the stocks were equally worthless there was no protection against loss. Still it was a good argument and had a good effect while the scheme still had the flavor of novelty. When this plan wore out its welcome, fake bonding com- panies were started. These companies guaranteed to repay the investor in twenty years, some in ten years, all the money they had paid for a stock, if in the meanwhile it did not prove profitable, but a failure. This also sounded convinc- ing but none of these bonding companies was ever solvent or could ever live up to its guarantee. After the authorities closed u\) a number for operating an illegal business, all the others disappeared quickly. As already i-elated in previous sections, the Government has been carrying on a vigorous campaign to rid the coun- try of fraudulent financial schemes, including the innumer- able get-rich-quick ventures. The Government is in the best position to carry on this work very effectively. Such schemes cannot succeed unless they are allowed the free use of the mails, as it is by means of the mails the promoters try to reach investors and to catch them in their claws. By branding them as frauds and denying them the use of the mails, these fakers cannot very well succeed. Still this is a slow process of extermination, as it requires an investigation in each case, sometimes extending over months before any retaliatory action can be taken, in the meanwhile considerable mischief can be done, for the get- rich-quick schemer is a shifty individual. He does not be- lieve in procrastination ; he fully appreciates that it cannot be long before his ventures must attract unfavorable notice and therefore he wishes to gather in his loot before he is smoked out. Nor does he stay long with any one scheme, but transfers his activities noiselessly and rapidly from one to another. Often the same crooked individual, before he lands behind the bars, has foisted on his dupes a dozen or more get-rich-quick ventures. One of them promoted as many as 204 LOUIS GUENTHER forty-six compauies before the Government caught him, each one of which was an out and out fraud. In the get-rich-quick business, "the sucker list" plays a very important part. This list is made up of names of people who are knowii to bite at worthless truck. Such people are the "suckers.*" These "sucker" lists are graded. In one raid by the Government of the offices of one get-rich- quick concern, there was found a card index list of "suck- ers'* marked according to their measures of credulity *^good," "fair" and ^'worth trying." Once a person writes for literature to any one of these harpies he is for years afterwards tagged as a "sucker." From then on he will be bombarded with all kinds of liter- ature from all the get-rich-quick sharks, eveiyone of whom is exceedinglv anxious to make him wTalthv without anv effort on his part. His name is peddled from one to another. His name is bandied about or sold, as a large business is done among promoters with "sucker" lists, a name bringing all the way from one cent to one dollar, according to its pos- sible value as a source of good plucking. Hundreds of people are impoverished every year by get- rich-quick schemes. It is surprising to what extent a mania for w^orthless stocks siezes on some classes. I remember an instance where a western court was compelled to appoint a guardian for one man in order to keep intact the remainder of his fortune, which at one time was quite large, and save it from being entirely squandered on get-rich-quick stocks. This deluded individual had bought liberally of stocks in every fake to which his attention was called until he had thi-owni awav nearlv $:100.000. "When he was asked whv he did it, he said he felt that among the many stocks he had bought a number would prove very successful, so nuich so, that they would more than double what losses he had sus- tained in the worthless investments. This is a theory obsessing a great many persons. They proceed on the belief that if one out of twenty stocks even INVESTMENTS AND SPECULATION 205 partially realizes the profits claimed for all, they will be so rich thev can afford to lose on the other nineteen. The twentieth, the good thing, somehow never comes up to their measure. It has been suggested that an effective curb could be placed upon this evil by the Government, compelling every enterprise offering its stock to the public to take out a national charter providing as its principal requirement the filing under oath with the Secretary of the Treasury of a complete statement of its financial condition, which state- ment would be open to public inspection or a copy could be obtained by an investor for a nominal sum. It is claimed, and not without reason, that such publicity would very quickly develop any fraud if it existed and enable the Gov- ernment to stop any further stock sale until an investiga- tion disproved the charges. The idea is a very good one. Tt would be even more effective were all the directors forced to acknowledge under oath the genuineness of the financial statement filed and if it were further provided that any perjury or false swearing was punishable with a jail sentence, instead of a fine. Then it is likely individuals who valued their good names would use the proper precautions not to carelessly connect their names with any fraudulent promotion. Still no investor is in danger of falling a prey to a dis- honest or visionary promotion if common sense is exercised. By inquiring into the character of the people promoting the venture and by getting a financial statement, they will in a large measure protect themselves. Even should they not feel themselves competent to judge, which in itself suggests they ought to be doubly careful of what they take hold of. then they should consult some reputable newspaper or bank- er. These latter would only too willingly advise them sin- cerely of their danger, if any existed. Ignorance alone is responsible for two-thirds of the money losses in invest- ments. Ignorance cauont be protected unless it alone seeks tlie protection. FOREWORD. *' People will endeavor to forecast the future and make agreements according to their prophecy. Speculation of this kind by competent men is the self-adjustment of society to the probal)le." — Judge Holmes in a U. S. Supreme Court Decision. *' A study of past disturbances leads to the conviction that no severe depression has occurred which was not preceded by loud warnings. These warnings ought not to pass un- heeded and in order to recognize them promptly, it is neces- sary that accurate statistics be furnished. Much improve- ment has been accomplished in the last few years, though it is to be regretted that so much of our statistical informa- tion is fragmentary or inaccurate. Official and private pub- lications furnish much valuable information Other statistics, which are inadequate or lacking and which would be of great value, are those pertaining to the em- ployment of labor, capital invested i]i new enterprises, amounts expended in new construction, volume of produc- tion in the various kinds of manufactures, and statistics of state banks and savings institutions similar to those per- taining to national banks. After making due allowance for the insufficiency of statistics, it nuist be said that the failure to pay sufficient attention to those already avail- able is equally to be regretted." — Senator Theodore E. Burton. 208 PART II. GENERAL PRINCIPLES OF INVESTMENT. BY GEORGE GARR HENRY. [Of Salomon & Compaii}-, Bankers, New York; Former Vice-President, Guaranty Trust Company, New York.] With tlk' iiiuneiise increase in wealth in the United States during the last decade and its more general distri- bution, the problem of investment has assumed correspond- ingly greater importance. As long as the average business man was an habitual borrower of money and possessed no private fortune outside of his interest in his business, he was not greatly concerned with investment problems. The surplus wealth of the country for a long time was in the hands of financial institutions and a few wealthy capitalists. These men, the officers and directors of banks, savings- banks, and insurance companies, and the possessors of hereditary wealth, were thoroughly equipped by training and experience for the solving of investment problems and needed no help in the disposition of the funds under their control. During the last ten years, however, these condi- tions have been greatly altered. The number of business men today in possession of funds in excess of their private wants and business requirements is far greater than it was ten years ago, and is constantly increasing. These men are confronted with a real investment problem. While they have not always recognized it, the pro])lem which they are called upon to solve is really twofold— it concerns the safeguarding of their i)rivate fortune and the wise disposition of their business surplus. They have us- ually seen the first part of this problem, but mA. all have succeeded in clearly understanding the second. When the treatment of a man's business surplus is spoken of as an investment problem, it is meant, of course, not his work- ing capital, which should be kept in liquid fonn for im- 207 208 GEORGE GARR HENRY mediate needs, but that portion of his surplus which is set aside for emergencies. It is coming to be a recognized prin- ciple that every business enterprise of whatever kind or size should establish a reserve fund. It is felt that the pos- session of a reserve fund puts the Ijusiness upon a secure foundation, adds to its linancial strength and reputation, and greatly increases its credit and borrowing capacity. The recognition of this fact, combined with the ability to set aside a resei-vo fund, has lu-ought many men to a con- sideration of the best way in which to dispose of it. It is obviously a waste of income to have the surplus in bank- accounts ; more than that, there would be a constant tempta- tion to use it and to confuse it with working capital. Its best disposition is plainly in some safe interest-bearing se- curity, which can be readily sold. Confronted with the double problem thus outlined, what measure of success has attended the average business man in its solution? It is safe to say that the average man has found it easier to make mone}^ than to take care of it. Money-making, for him, is the result of successful activity in his o\m line of business, with which he is thoroughly familiar, while the investment of money is a thing apart from his l)usiness, with which he is not familiar, and of which he may have had little practical experience. His failure to invest money wisely is not due to any want of intelligence or of proper care and foresight on his part, as he sometimes seems to be- lieve, but simply because he is ignorant of the principles of a business which differs radically from his own. The investment of monev is a banker's business. When the average man has funds to invest, whether he be a busi- ness man or a pure investor, he should consult some ex- perienced and reliable investment banker just as he would consult a doctor or a la"\v}'er if he were in need of medical or legal advice. This book is not intended to take the place of consultation with a banker, but to supplement it. GENERAL PRINCIPLES OF INVESTMENT 209 The advantage of such consultation is showTi by the fact that if a man attempts to rely on his own judgment, he is almost certain not to do the best thing, even if his business instinct leads him to avoid those enterprises which arc more plainly unpromising or fraudulent. It should be re- mc^nbered, however, that widows and orphans are not the onlv ones ensnared by attractive advertisements and the promise of brilliant returns. In most cases, widows' and orphans' funds are protected by conscientious and conserva- tive trustees, and it is the average business man who fur- nishes the money wiiicli is ultimately lost in all propositions which violate the fundamental laws of investment. The average man is led into these unwise investments through a very natural error of judgment. Accustomed to take reasonable chances and to make large returns in his own business, he fails to detect anything fundamentally wrong in a proposition sim})ly because it promises to pay well. He forgets that the rate of interest on in ifested money, or pure interest, is very small, and that anything above that can only come as payment for management, as he makes in his own business, or at the sacrifice of some essential factor of safetv which \\ill usually lead to disaster. For the successful investment of money, however, a good deal more is required than the mere ability to select a safe security. That is only one phase of the problem. Scientific investment demands a clear understanding of the fundamental distinctions between different classes of se- curities and strict adherence to the two cardinal principles, distribution of risk and selection of securities in accordance with real requirements. One of the most important distinctions is that between jiromises to pay and equities. Bonds, real-estate mortgages, and loans on collateral represent somebody's promise to pay a certain sum of money at a future date; and if the promise be good and the security ample, the holder of the promise will be paid the money at the time due. On the othei* hand, B.II— 14 210 GEORGE GARR HENRY cquiticfi, such as the capital stocks of })aiikin^, railway, and industrial C()r})orations. roprosent only a certain rosidnary share in the assets and proiits of a working concern, after pa}^nent of its obliji^ations and fixed cbar^^es. Tlie value of this residuary share mav be larc:e or small, niav increase or diminish, but in no ci' the country, to a hirt^e extent, has been converted into lixed forms, in the develo])- ment of new mines, the ))uildinpj of new factories and i-ail- roads, and in the improvement and extension of existing properties. These higli rates have the effect of reducing the price level of investment securities because peo])le liav- ing such securities are apt to sell them in order to lend the money so released, thus maintaining the parity between the yields upon free and invested capital. As an ilhistration of this tendency, within the last few years New Yoi'k City 3^ per cent bonds have declined from no to 90, without the slightest suspicion of their safety. Their inherent qualities have changed in no respect except that their prospect of appreciation in quoted price has be- come decidedly brighter. Their fall in price has l^een due to two factors, one general and the other special— first, the absorption of liquid capital and consequent rise in interest rates, occasioned by the unprecedented business activity of the country, and, second, to the unfavorable technical posi- tion of the bonds, due to an increased supply in the face of a decreased demand. It will be seen that the question of maintaining the in- tegrity of the money invested is a matter of great impor- tance and deserves to rank as a fifth factor in determining the selection of investments, although it is not an inh(M'ent quality of each investment, but is dependent for its effect upon genei'al conditions. Tf i1 is essential to tlie investor that his security should not shrink in quoted ]n-ice. his b(^st investment is a real-estate mortgage, which is not quoted and eonsequently does not fluctuate. For the investment of a business sui'])lus, however, where a high degree of con- ver1il)ility is required, real-estate mortgages will not an- swer, and the best way to guard against shrinkage is to purchase a short-tenn security, whose a]iproach to maturity will maintain the price close to par. GENERAL PRINCIPLES OF INVESTMENT 215 The foregoing coiimients, in a brief and imperfect way, serve to indicate the main points which should be considered \n the selection of securities for investment. The main les- son which it is sought to draw is the necessity that a man should have a thorough understanding of his real require- ments before he attempts to make investments. For a private investor to go to a banker and ask him to suggest a security to him without tellinc: him the exact nature of his wants is about as foolish as it would be for a patient to go to a l)hysieian and ask him to give him some medicine without telling him the symptoms of the trouble which he wished cured. In neither case can the adviser act intelligently un- less he knows what end he is seeking to accomplish. It is plainly impossible within the limits of a single volume to consider the needs of all classes of investors. Special attention will be paid to the requirements of a busi- ness surplus and of the private investor. In the field of private investment two distinct classes can be recognized— those who are dependent upon income from investments and those who are not. Both classes must be considered. For the investment of a business surplus, safety, convertibility, and stability of price are the qualities to be emphasized ; for investors dependent upon income, safety and a high re- turn ; and for those not dependent upon income, a high re- turn and prospect of apin-eciation in value. In the various articles contained in this volume, bonds, mortgages and stocks of different kinds are considered in turn, their ad- vantages and disadvantages analyzed, and their adapta- bility to the requirements of a business surplus and of private investment discussed. SAFETY AND SECURITY. BY JOHN MOODY. [Author of "The Truth About the Trusts"; Editor of "Moody's Manual of Railroad and Corporation Securities," etc.] Unless ho has had nnich previous experience, the pros- pective investor ^vho wishes to i)ut his money at work throuLch Wall Street channels, will be confronted at the outset with the (juestions of "safety" and "security." Knowing only more or less definitely that he ought not to expect a return of more than 4 to 5 j)er cent, if he wishes to invest his money securely, he naturally seeks more expert advice from a ])anker, broker or general dealer in invest- ment securities. And he is wise in doing this, provided he exercises good judgment in the selection of the broker or dealer. But brokers and dealers in investment securities are, of course, not infallible; their judgment is sometimes biased, and they may, for one reason or another, give mi- sound advice. Plence, it is all the more necessary that the investor should inform himself regarding the merits of a given security, as well as train himself in the art of an- alyzing investments in general. The truth is, that while there are certain fixed rules for proper guidance, every bond must l)e judged by itself in order to be analyzed correctly. For instance, a man may be advised to invest only in "first mortgages," on the hypoth- esis that by putting this limitation upon his field of in- vestment, he will there])v insure its safetv. But such ad- vice, ap])lied ])roadly and without qualification, is essential- ly unsound. A fourth, fifth or tenth mortgage on some properties may be far more secure than a first mortgage on others. For instance, the Reading Company 4s, selling at 104, are a much safer security than were the first mortgage 216 SAFETY AND SECURITY 217 bonds of the Centralia & Chester R. R., issued in 1S95, although the former are an eighth mortgage on parts of the main-line of the Reading system and were originally a lirst mortgage on no part of the property. Yet they are well secured, while the other bond defaulted early in its life and its holders were obliged to sacrifice a large part of their principal in the reorganization which followed the de- fault. Thus it will be seen that to merely advise the in- vestor to confine his investments to first mortgages may be most misleading. Another unsafe method of judging the safety of bonds, is to assume that, because they are secured on part of a large railroad system and "underlie" one or more issues of secondarv bonds, their securitv is absolutelv assured. This, like the former theory, contains some vital flaws, and while it holds good in the majority of instances, if followed in others, it brings very disastrous results. Many large and important railroad corporations absorb tributary or com- peting lines under one plan or another, but they do not alwaj^s guarantee the securities of these lines. Bond issues are frequently "assumed" by a controlling company, ac- cording to statements circulated, but unless thev have been specifically guaranteed, either by the acquiring corporation or by some other equally responsible concern, it does not necessarilv follow that the credit of the latter is back of the security at all. The acquired line may turn out an un- profitable and losing investment, with the result that the larger or controlling line will want either to unload its burden or to scale down the obligations of the branch to a sum approximately less than the latter is currently earn- ing. There are many methods whereby this can be done, as has been proved many times. It is vital, therefore, that the investor should base his entire judgment of value on the property itself, regardless of the parent company, unless indeed the latter has absolutely assumed and guaranteed the principal and interest of the bond. 218 JOHN MOODY A third error, wliicli is very common, is to assume that because a Ixnul is listed cm one or more of the stock ex- clian.c^es, it is therefore safer or in better st^iiidiiig than otherwise. Such ;i iit)tion is entirely unsound, as there are far more bonds of the liighest .ijrade and (»f the best security traded in on the various markets outside of the exchanges themselves. The chief advantas^e of a security's l)ein^ listed on an exchange is that it there])y secures a fixed quotation, ])ut the fact of its being listed does not l)ear upon its safety in anv wav. While it is true that manv of the best secured ])onds and stocks are listed on the exchanges, it is also true that many of the least secured are listed as well. In contemi)lating an investnuait in a given security, each case should be judged on its own merits. In the case of a railroad bond, it is not the question of whether the is- sue is a first mortgage or a Idanket mortgage, but wliether the value of the property on which it is secured is sufficient- ly in excess of the amount of the mortgage, and whether the income from the property is sufficiently in excess of tlio amount required for meeting the interest on the bonds and all prior obligations. And in defining value, we mean, of course, permanent earning power, for it is chiefly the permanent or growing earning ]>ower that makes the value. For instance, the New York, New Haven and Ifai't- ford railroad lines, between New York and Boston, are l)onded and ('a])italized for an amount far in excess of tlu^ cost of replacing the actual movable pro]>ei"ty of the com- ])any. T^ut tlieic are other assets besides rails and equip- ment which make railroad i)roperty valuable. These are its location, its exclusive rights of way and its terminal sites or ])rivileges. Tt is from these that flows its chief earn- ing power. The six hundred odd miles of railroad in the New Jersey Central svstem mav not re])resent much moi-e movable pro])erty than a like mileage of railroad in Mexico, and mav not have originally cost much more to build. But SAFETY AND SECURITY 219 the vast dift'ereiice in value will be round in the location, in the vahie of the land, a value which has been created by the influx or growth of population. This is such an im- portant factor that the value of a property at once a})- preciates if a tendency towards more rapid growth appears, while it tends to fall in all cases w^here the contrary tend- ency develops.* The rights of way and terminal sites and privileges are therefore the first features to bear in mind in analyzing the earning power, or value. And it must also be borne in mind that it is the permanent, or average, earning power rather than the possible temporarj^ income, which is to be consid- ered. By permanency is meant a matter of generations, rather than vears. ]\rost railroad bonds, nowadavs, run from forty to one hundred years, and the investor must naturallv be assured that there is not likelv to be anv real • » • depreciation in the property, if properly maintained, in the generations to come. His first thought, then, must be to ascertain if the influx of population around and along the lines of the property promises to continue indefinitely; and at the same time he must detennine whether the value of this and the suiTounding land is such that the creation of a rival right of way is out of question. In other words, his fundamental asset (the site) must be practically exclusive, for it is the condition of exclusiveness that gives it most of its value. Having assured himself as to this, his next care will be to see that the probable average earning capacity of the property in the poorest times is well in excess (50 per cent at least) <^f all requirements for interest on this mortgage and all prior charges, as well as for full maintenance of the property in every respect. The investigation of this phase of the enterprise is frequently a difficult one, as reports and *This effect of population on land values is brought out most clearly and scientifically in a book recently written by Richard M. Hurd. President of the Mortcrage Bond Co.. New York, entitled "Principles of City Land Values." Copies supplied by The Moody Corporation, $1.50 each. 220 JOHN MOODY income accounts are often so misleading in arrangement and make-up that the careless investor is frequently de- ceived by an elaborate display of figures which may mean very little. But even though the investor has thoroughly informed himself regarding the above characteristics, there are many other uncertainties which are to be avoided or overcome. However, if he has been careful to see that the conditions described above are all present in a given investment, his chances of losing his money will be reduced to a minimum. If, on the other hand, he neglects these precautions, and adopts other rules for analyzing the security or i)Uts his trust in the "sav-so" of this or that authoritv, then he stands in great danger of sooner or later coming to grief, as will be shown in the following pages. Many years ago the careless legislation of many of the states permitted railroad and other corporations to decide for themselves, absolutely without restriction, the amounts of obligations they might i)ut out, and therefore it was no wonder that the privilege was abused, and the making of shares and Ijonds, the latter represented to be amply secured by mortgage liens, was carried to criminal excess. One illustration will siifiice. The old Arkansas Central Railway Company, located in the State of Arkansas, built only forty-eight miles of its projected road. The road was of narn^w gauge, with very light iron, and in eveiy way cheaply constructed. Tt cost less than ten llmusand dollars per mile, including equip- ment. As has Itccii the case with most com})anies building railways in new territory, helj^ in its behalf was asked from the communities to be benefited, and their bonds, amount- ing to nearly half a million dollars, were given it by the counties, cities, etc. Under a statute providing for aid to railroads when their beds c(uild be utilized for levee pur- poses, the company got $160,000 of state bonds. Under another statute it got, as a loan from the state, the latter 's SAFETY AND SECURITY 221 bonds to the amount of $1,350,000, which were to be a first lien on the property. After such abundant assistance, it would have appeared hardly necessary for the company to put out obligations of its own. However, it proceeded to market and issue its own debentures to the amount of $2,500,000, of which $1,200,000 purported to be secured by first mortgage, a representation that, for reasons already stated, was not correct. In addition, a considerable amount of stock certificates were issued. Altogether, nearly $5,000,- 000 of paper w^as put out and negotiated on the basis of forty-eight miles of narrow-gauge road. But this proved to be insufficient. The road, for non-pa}Tiient of interest on its bonds, soon passed into the hands of a receiver, who found it in such an unfinished state, that with the court's penuission, he issued a considerable amount of his own certificates to provide for necessary repairs and better- ments. Then the road, the product of such an outlay, was sold at ])ublic auction and brought the magnificent sum of $40,000, which was paid, not in cash, but in receiver's certificates that had been purchased at a great discount from their face! Twenty or thirty years ago, nearly all first-class securi- ties, outside of "governments" and "municipals," were steam railroad bonds and stocks. But we now have stocks and bonds upon the market representing nearly all con- ceivable kinds of property, industrial and manufacturing companies, telegraphs, telephones, gas, electric light and traction companies, water-works, bridges, oil and gas wells, factories and mills of every description, patent rights of all sorts, steamboat lines, apartment houses, realty enter- prises, and even cemeteries. And not only are properties of manv kinds used to issue bonds on, but manv kinds of bonds are often issued upon the same properties. Thus we find among our railroads and other coiporations not only first, second and third mortgages, but income bonds, debentures, convertible bonds, consolidated bonds, redemp- 222 JOHN MOODY tion bonds, renewal Ixdids, terminal lionds, divisional bonds, sinking fnnd bonds, "))lanket-mortgage'" bonds, collateral tiMist bonds, equipment bonds, partieii)ating bonds, joint bonds, and l)onds ad nauseam, until they lap and overlap in seemingly endless complication. Not that merely, but one issue of bonds is sometimes made the liasis of other issues. Indeed, one of the money-making devices of the time is the fonnati(m of companies that issue their bonds on the security of the other people's bonds that they have purchased, either yielding a higher rate of interest or obtained at lower prices than they expect to realize for their issues. There seems, in fact, to be no limit to the production of securities that are spread before capitalists and investors. There never was a time when it was so easy to invest monev and to lose it. Of the securities that are offered with first-rate recommendations, it is probable that about one-third are actually good, one third have some value, and one-third are practically worthless. Hence the verv natural inference that whatever art there mav be in » * the matter of investing is to be exercised chiefly in tlie avoidance of unworthy offerings, and it is to that point first that a profitable discussion must be mainly directed. For the condition of things described, the laws of some of our states in giving coiporations almost limitless power to issue negotiable paper, as well as in permitting all sorts of companies to incorporate themselves, are, undcMil^edly, verv largely to blame. Our banks are closely watched and very jiroperly restrained from taking ]^eo])le's money on false pretenses; ])ut is it nuich betti'i- f<»r industi-ial and other corporations to take it by means of legalized ficti- tious evidences of value? Banks and insurance com])anies are bv no means the onh' institutions that need watching. One of the reforms that would seem to be worth considera- tion is legislation ]n'ohibitory of the creation l)y companies existing by authority of law of stocks and securities not representing cash actually paid into their treasuries, or SAFETY AND SECURITY 223 proprietary interests whose values are to be detenniued by disinterested parties. Texas has incorporated substan- tially sueli a provision in her constitution. Her example should be followed bv all other commonwealths. But the securitv behind or beneath the debenture or other paper obligatory is not the only thing to be looked into by the investor. Even the form of the document may be important. A case in point, inasmuch as it shows how the preparation of an imdertaking for the paj^ment of money may change its apparent value, would seem in this connection to be appropriately quoted. Some years ago certain townships in the State of Missouri were desirous of aiding the construction of railroads with their credit. The state legislature, to that end, passed an act authoriz- ing the issue and sale of bonds obligatory upon them; but it was stipulated — a very singular provision — that, instead of being put out by the townships, the bonds should be executed by the officials of the counties in which they were located. Accordingly debentures aggregating several million dollars were thus prepared and disposed of. The bonds bore the seals of the counties and the signatures of their officials. On the back and at the top of each signa- ture, in large letters, were the words ** county bond." The instrument began with the recital, in the usual form, that it was issued by the county, but further on, and in the smallest type employed, came the statement that it was executed for and in behalf of a certain to^\^lshi]), which alone was to be responsible for its payment. These bonds were extensively advertised as *' county bonds," and prob- ably in most instances, certainly in many, were sold as such, and it was not until purchasers i^arted with their money, that they discovered that, instead of getting the bonds of well-known and wealthv counties, thev had secured only the obligations of townships they had never heard of before. It was then manifest enough that they had been made the victims of a piece of very sharp and very 224 JOHN MOODY shabby practice. lu many cases the buyers of bonds and other securities learn, when it is too late, that their pur- chases, owing to some obscure and apparently innocent passage that had been overlooked or disregarded, are very different from wliat they thought they were getting. How often have careless investors who supposed they were pur- chasing undertakings that would be good for long terms of years, and who probably paid premiums to obtain them, ascertained at the end of comparatively short intervals that they were forced to accept in payment the amounts nominated in the bonds in consequence of unnoticed clauses giving their makers power to redeem their oi)tion! The lesson of such cases is obvious enough. It is that no one should buv a bond or stock ^vithout first having carefullv read the certificate. This may seem like an unnecessary warning; but in truth it is a most material one. Thousands and thousands of dollars have been lost by the neglect of this simple precaution. "I didn't read the bond" is the ex- planation that has again and again been offered when time has disclosed a different investment from the one intended to be paid for. The fact is that comparatively few un- professional bond and stock purchasers ever carefully examine the instruments they acquire. They look at the headings, those parts that are in big letters, and take the rest for granted. It is a most unwise practice. Unless you are previously familiar with the document in all its ]iarts, don't fail fn read it before you buy. Ixcnd i1 all. the little ty])e as well as the big type, the indorsements, the coupons, and all. Don't take somebody's else word for it. Examine the seal. Hie signatures, and even the embellishments. Somethincr mav be disclosed that will ehan^e vour mind and save vour monev. Ihit if there are trieks in the making of securities, even more are to be a])]irehended in the selling of them, and should be guarded against with corresponding diligence. It is a nota))le fact that no poor securities are ever offered. SAFETY AND SECURITY 225 They are always good so long as tiiey are on the market. It is only after they have been purchased that they prove to be worthless. Interest has never been known to fail on bonds that are seeking investors, although default has sometimes followed verv closelv on the sale of the last ob- ligations. Indeed, it is no secret that interest is some- times paid out of the proceeds of the bonds, the purchasers in this way getting a portion of their own money ]:)ack while the process of marketing them is going forward, al- though such a thing has seldom been known to happen after the entire issue has been disposed of. The advertisements of some bondsellers are often marvellous productions. No such securities as they have to offer have ever been on the market before. They are absolutely safe; they pay extra rates of interest, etc., etc. The wonder is that witli so much capital seeking investment, it is found necessary to advertise such perfections at all! In such cases it is hardly necessary to say that the only safe rule for investors is to find other uses for their money, however strong the temp- tation mav be. A common expedient of bond-makers and bond-mer- chants is to fortify their issues with the favorable opinions of eminent lawyers. This is particularly the case when the obligations of municiiialities or of com))anies that are de- pendent upon contracts with munici]x\lities are offered, some municipalities having in the past shown an unpleas- ant disposition to go back on their undei'takings. No ex- ceptions can be taken to the practice referred to, as counsel learned in the law should in such cases always be consulted; but the writer has to sav that he has never vet known a security so poor that a lawyer's opinion could not be had to back it. Such testimonials should be taken for what they are worth, and no more. When so manv seductive baits are offered, so manv nets and traps, contrived and constructed by clever brains and cunning fingers, are spread for the capture of those having B. VII— IS 226 JOHN MOODY money, is it snrprisinc^ that tho careless and erediiloiis are victimized, and even that tlic satracious and ])rudent sliould sometimes be taken in? Nevertheless, for the losses they have sustained, investors, as a rnh', have themselves chiefly to ])lanH'. The mistakes made, in nine cases out of ten, liave been tlic i)urcliase of "cheap" securities. The hojK' of realizini; a little metre than ordinary interest, by buying paper at a discoimt, has proved to be the rock on wliicli nii- numliered capitalists have split. In addition to their money's worth, they have endeavored to get something for nothing, with the result of most generally getting nothing for something. It is remarkaljle how blind are peo])le, ordinarily sagacious enough to make money, to the fact that property cannot i^ay a revenue beyond its jti-oducing ca])ac- ity. For instance, how can a trolley company, whose line is wholly or mainly Iniilt from the proceeds of nioitgage bonds, sell them at a heavy discount, besides allowing large commissions for the selling, and then pay both this interest and dividends on a large issue of watered stock? Or how can a poor agriculturist, occupying a half-improved farm out on the frontier, with a family to support and grain sell- ing verily above the cost of production, pay ten or twelve per cent upon the capital with which he does business .^ Bv what rule or rules is the investor to govern himself? No formula can guarantee him absolute safety. One thing, however, he can properly count u]^on. viz.. that he nnist expect to ]ydy a fair ])rice for a good security — one that will retui'ii him no more than a moderate interest on his money. If he wants to speculate and is willing to take risks, that is another thing, lie can then look for bargains. The cajii- talist or investor who sends his monev into a new section, or puts it into a new mechanical ])rocess. or a new construc- tive enterprise, may or may not make a hit, but for the ordinai'v and c(mservative o]ierator, the conditions of tln^ commercial and linaneial world give warning that only reasonable jn-olits are to be looked for. The lirst and main SAFETY AND SECURITY 227 thing to be studied is safety. And yet tliere is such a tiling as going too far in the matter of prudence. The investor may pay too dearly for safety. There are securities which, compared with others that are to be had, sell at prices nuich above their real worth. The reason is that everybody knows them to be good, and investors who don't want to take the trouble to investigate, or are afraid to trust both their own judgment and the counsels of their friends, are willing to pay extra prices for them. But there are plenty of others that may be had at lower figures, which are just as good. There is no reason in the world why the investor should not safely invest at a rate that will generally yield him 4 per cent to 5 per cent interest, and have his invest- ment as secure as any property can be under human super- vision. As heretofore stated, with the creation of new en- terprises and properties, and the development of old ones, new securities are constantly appearing in this country and a fair share of them ought to be good. Indeed, our securities ought to be the best in the world. The sure and rapid growth of our resources supplies a reliable support as long as fair intelligence and common honesty attend their production. The only thing is to choose with discre- tion, so many doubtful and even fraudulent issues appear- ing at the same time; Init no more judgment is really de- manded than in purchasing lands or cattle. Two common and often fatal mistakes should l)e avoided. One is in relying solely upon the advice of an- other. No one competent to form an opinion for himself should put his pecuniary interests unresei'vedly in the keep- ing of another. Such absolute confidence invites betrayal. By far the greater munber of losses to investors have been in securities purchased exclusively on the reconunendation of interested outside parties. "While it is well to Lid the opinion of a reputable broker, the purchaser should in- vestigate for himself. The other mistake is to give prefer- ence unifoi'mly to listed securities. As pointed out at the 228 JOHN MOODY beginning of this article, many persons seem to think that stocks and bonds must have a value if they are quoted at some stock exchange, forgetting how many fancies have been ballooned until they have burst at such places. On the contrary, such a position is likely to expose them to manipulation for i»urely speculative purposes. Stock-ex- change quotations are often unsafe guides to buyers. They represent not mc^rely the value of the property but also the pitch of speculation at the time. When securities are con- verted into foot-balls for gamblers to play with, they are pretty certain to be too high or too low. The main advan- tage they can have is a readier marketability in case of an urgent need to sell; l)ut it is at the times when such need is likely to exist that they are pretty certain to be at the lower point. No speculative help can long take the place of real value. Securities, in the long run, must stand upon their merits, and purchasers have merely to follow business principles as taught by the canons of common sense. In seeking investments, and especially long time invest- ments, there are several things to be taken into account. There is not only the question of the kind of security to pur- chase, but the question of the time of purchase. There are opportunities to be looked for as well as pitfalls to be shunned. It is during periods and seasons of depression, when securities are forced upon the market, often to be sacrificed — and such opportunities are certain to come if waited for long enough — that the shrewd investor finds his richest harvest. That, however, cannot be said of the ordi- nary investor. lie usually buys when securities are up and confidence is unimpaired, and becoming frightened as the market values go down, sells when they are at the bottom, and holds his money to reinvest in something else no better, and probably not as good, when the tide has turned. As a rule, the best time to invest is when others are unload- ing. In money matters it is never safe to follow ''the crowd." Nor is it safe, (which is little more than the ex- SAFETY AND SECURITY 229 pressiou of the same idea in another form) to purchase a security when it is on the ''boom." A peculiarity of our money market, conservative as it is popularly supposed to be, is that it is constantly changing its favorites. Its offer- ings come in waves. Its dealings at one time may be chiefly in railways, at another in industrial obligations, and at an- other the excitement mav run to minins: shares or mort- gages on ranches and real estate. For the time all profes- sional brokers and bond and share sellers urge their cus- tomers to adopt the popular issue, of which, as the result of the increased demand, there is almost certain to be ex- cessive, if not fraudulent production. To yield to the pres- sure of such a time is alwavs riskv. Old and tried secu- rities, like old friends, are likel}^ to be the truest and the best. One thing the investor would do well never to forget, is that there are always plenty of good securities in the market. No one with money need ever fear that others will get all the solid investments, and, in the apprehension that there will not be enough of that sort to go around, put up with an inferior article. Don't let him choose what is not altogether satisfactory, under the impression that nothing else as good or better will offer. If he does so, sooner or later he will regret it. Something good always comes to him who waits with money in his hand. Another thing of a precautionary nature it is well enough for the investor to do, and that is to scatter his pur- chases. The old a'dage about not putting all the eggs in one basket applies with peculiar force to investments. The tendency with those having moderate sums to invest, and who need to be the most circumspect, is to make up their minds in favor of a single line of securities and put every- thing there. Of course, a failure in that quarter is particu- larly disastrous. The writer knew a man, some years ago, who decided in favor of municipal oliligations, saying that he had satisfied himself that, on the whole, there was noth- 230 JOHN MOODY ing else so rolialilo. Arcoi-dincjly lio put his entire available means into thcin. I'lit itracticiiii,^ .•ihundant preeantion. as lie sii])]i(isc(l, lie (lixidcd liis money equally anionfj nuuii('i]ial issues of Illinois, Missouri and Kansas, they ha vine: the most pa])er at that time on the market. He thought he was entirely safe as to princi]ial. But soon after a wave of repudiati(m sentiment swept over that part of the country, and evei'v one of his Ixtiids was left in default. It is well enough to scatter in kind as well as in locality. Against the theory of scattering investments, men some- times (juote the advice of Andrew Carnegie to *'put all your eggs in one basket, and watch the basket." This principle, however, while sound enough for the expert or specialist who is in a situation at all times to see and watch the basket, is not applicable to the average ordinary in- vestor. The average investor sim})ly cannot "watch the basket" in the way implied by ]\Ir. rarnegie, and there- fore it is a safe princi])le for him, undi-r all ordinary cir- cumstances, to limit his chances of loss to the greatest pos- sible extent through a wide and judicious distribution of his capital. THE OBLIGATION OF THE INVESTMENT BANKER TO HIS CLIENTS. BY ALLEN G. HOYT. [Of N. W. Halscy & Co.] Investment banking is a serious, responsible business. An investment banker is in one sense like a mercbant. He buvs securities at wbolesale and sells them at retail. In an- other sense he is a counsellor. He must offer his clients sound advice regarding their investments. He nuist recom- mend to each customer securities adapted to the particular needs of that customer. The banker as a merchant is under the heaviest of obli- gations to handle goods of honest vahie. He may not take advantage of the principle of ** Caveat emptor." Unlike most wares sold by merchants, the goods a bond dealer handles must never wear out. They must remain vsound and true for ten, twenty, or fifty years, and at the end of their life thev must be redeemed at their full face value. The investment banker, therefore, who has a proper ap- preciation of the nature of his calling will make the matter of safety of the securities he handles his chief concern. He will bring to his aid all his skill, judgment and experience, to assure himself of the soundness of the bonds he offers. The responsibilities of the bond dealer are particularly heavy for another reason. His client frequently when buy- ing securities relies absolutely and com])letely upon his recommendations. The investor has neither the time, the money, the knowledge, noi* the ex])erience necessary to en- able him to determine the value of the bonds he is buying. He is completely in the banker's hands. Tbc dealer of the right sort will not regard liulitly the obligations imposed upon him by the relation of trust which he bears to his client. 231 232 ALLEN G. HOYT The banker ou.c:lit to be exeeedin.ely careful of the ehar- acter of the bonds he sells. People buy of him for invest- ment; they are not speculating and they cannot afford to lose. ]\lany of his clients are al)Solutely dependent upon the income from the securities they Iniy for the wherewithal with which to live. If any of the securities turn out to be worthless some of the holders may actually suffer foi- the necessities of life. The bond buyer does not expect to take any chances; he is a loaner of money and all he is promised for parting" with his money is the pa^inent of the loan at ma- turity with a certain specified rate of interest for the use of the money bv the borrower. The bond buver who buvs the securities of a corporation, for instance, will be entitled to receive only the interest on his money and the payment of the principal at maturity. No matter how successful the corporation may be the bond buyer e^ets no part of the sur- plus earninc^s of the corporation, however larcje they may become. The earninp:s, above the pa^nnent of the interest on the indebtedness, belong to the stockholders, who are. in fact, the oAMiers of the property. If any risks are to l)e in- curred, the stockholders should take them. The bondholder is merely a creditor; he is concerned only in the security for his l(»an and that security ought to be ample. So the investment banker, in investigating this matter of the safety of the bonds he offers to his elients, spends a great amount of his time and money. He brings all his skill, judgment and experience to bear on this all-important question, and if the banker is lacking in skill, if his judg- ment is faulty, or if his ex]ierience iii his profession has been limited, disaster is almost certainly in store for him and his clients through the i^urchase of unsound securities. Tti dealing in public utility and iTidustrial bonds, the respoTisibility of the banker to his clients is particularly heavy. Public utility or public service corporations are companies whieh sup])ly such necessities of modern urban existence as gas for lighting and heating, electricity for THE INVESTMENT BANKER 233 lighting and power and transportation by means of surface, elevated or sub^Yay lines. Public utility bonds, as a class, rank higher than industrial bonds, because the earnings of public utility corporations are not subject to the same fluctuations from year to year, and because in years of busi- ness depression, the earnings do not shrink nearly so severe- ly as do the earnings of most industrial corporations. AYhen a banker handles an issue of public utility bonds, he, either alone or with associates, handles the entire issue. Pie becomes identified with the property and on him is the entire responsibility for the future history of the bonds. Therefore, the examination which the conscientious banker makes before he purchases an issue of public service corpor- ation bonds is particularly thorough and exhaustive. He not only emjjloys his own experts but calls to his aid outside engineers, auditors and corpoi'ation lawyers of the highest rank. He investigates the character of the comnumity served, the condition and value of the property by a mort- gage on which the bonds are secured, the management, the adequacy of the earnings, the franchises, the question of over-capitalization, the chance of future success, the legal- ity of the ])ond issue, and so forth. He studies the corpora- tion from every point of view possible. It is my opinion that if the public service corporation bond meets the i-equirements of the conservative, conscien- tious and successful banker, there is no other security so well adapted to the needs of the average investor. Such bonds are safe : they yield a higher rate of interest than do other classes of bonds of equal merit and their mar- ket history, for the past ten years at least, compares very favorably with that of railroad and municipal bonds. Public service coi-porations have, as a class, grown and prospered greatly during the past decade. This has been to a considerable extent due to the rapid growth of the munic- ipalities they have served. The recent census has demon- strated that nearlv all American cities of substantial size 234 ALLEN G. HOYT have increased materially in population since the enumer- ation of 190U. The statistics of our better jjublic service corporations show that their business has grown even more ra])i(ll\-. With a more general appreciation of the merits of the riglit kind of corporation securities, there has devel- oiK'd a broader demand for them. AVhile during the past decade there has l)een a decline in the prices of most liigli grade railroad and municipal bonds, due probably to the fact that capital is worth more today than it was ten years ago, corporation bonds, since they bear the higher rate of interest now demanded by capital, sell close to the prices they brought ten or fifteen years ago. The broader demand for this class of bonds taken in connection with the gro\\'th in strength and prestige of the issuing companies has pre- vented them from showing the same decline in market value that has overtaken railroad and munici]xal bonds. As I have said before, the responsibilities of the banker in dealing in corporation bonds are particularly heavy. As the banker iisuallv buvs an entire issue, the bonds are held cxclusivelv bv his own clients, and he must not onlv be con- vinced that the bonds are safe but he must make a market for them as well, in order that his clients may borrow on them or convert them into cash, if they find it necessary to do so. The banker must not only assure himself that the bonds are sound when he buys them but that they will ron- tinue safe under whatever conditions mav arise. lie usuallv kee]is in touch with the property as long as the bonds are out- standing and often by advice or moral ]iressure or some oth- er influence he is able to prevent ill-considered action on the part of the owners of the property which might prejudice the standing of the securities. That our better bankers do not regard lightly their re- sponsiliilities to their clients I can illustrate by an example which has come to my attention. In one case the facts were about as follows: (T have changed them sufficiently to prevent identification of the THE INVESTMENT BANKER 235 particular situation). A group of bankers handled the bonds of a hydro-electric company. The company had been in operation but a comparatively short time, when a terrilic fl(H)d carried away the dam and did other damage which virtually destroyed the power plant. The bankers came for- ward and reconstructed the dam and the power house at a cost of about three quarters of a million dollars. For their advances to the company they took junior securities, wiiich have a very questionable value. It will be a great many years before the bankers will get back the money they ad- vanced, if— in fact— they ever do. They took this action with a view only of protecting the interests of their clients who had purchased the first mortgage bonds of the company. Had they not provided the funds for the reconstruction of the dam and plant, their bondholders would have suffered heavy losses. The bankers, although they WTre not legally liable, preferred to make a heavy sacrifice rather than have their bondholders suffer. AVhile this is an exceptional case, the dealer in corpora- tion bonds ought to enjoy a high standing, the best of credit and to have ample resources at his command. The secu- I'ities handled by a banker with such a standing are exceed- in alv unlikelv to cause their owners anv trouble, but if bv any chance the corporation issuing the bonds is overtaken by misfortune, the banker will be in a position to aid the cor- poration financially, if the situation warrants, or to demand that his clients as bondholders be treated fairly by the re- ceiver and that thev are not defrauded or bilked bv anv • • • equitable reorganization or other scheme. Such an instance as T have mentioned shows how strong a sense of honor governs the actions of some bankers and how highly they regard their obligations to their clients. THE STUDY OF FUNDAMENTALS AND THEIR BEARING ON SECURITY PRICES. BY THOMAS GIBSON. [Author of "The Pitfalls of Speculation. ' 'The Cycles of Speculation." "The Increasing Gold Supply." etc.] The examination of fuudaiiieiilaLs as to tlii'ir bearing on security values and prices and as a means of intelligently forecasting price movements is a most importaiit study. Such examinations I regret to state are frequently char- acterized as useless. This is because the study is not care- fully and conscientiously conducted with a clear understand- ing of what must be done and what must be expected. One of the most common, and at the same time, most fatal of the errors we are apt to fall into, in conducting our investigations, is the attempt to reconcile present conditions with the action of the stock market. Security prices always move ahead of basic developments, never after or in connec- tion with such developments. Tn 1905 and 190(). for ex- am])le, we had a gi-eat advance in the stock market. This advance represented the anteriority of security ])rices, the anticipation marketwise of the great business boom of IDCT. But when that business boom arrived, the stock market had fully discounted it and had begun the woik of discounting the depression of 1910 and 1911. This precession of prices when not clearly understood causes many jieojile to say that the security mai'ket is irrational ; that it does not act as it should act; that prices decliiu" in good times and advance in bad times, etc. Nevertheless, security prices are, in the last analysis, aJwfii/s based on values, and values are in turn dependent largely upon prosperity and basic conditions. Good man- agement, economical administration, territorial growth and other things must be considered in arriving at true values 236 FUNDAMENTALS AND SECURITY PRICES 237 but widespread prosperity is tlie most important single factor. Prices frequently become divorced temporarily from values through manipulation, fighting for control or technical conditions, but the hiatus must sooner or later disappear and prices and values will be reconciled. It is when prices are lower or higher than values, present or prospective, that we have our greatest speculative oppor- tunities. I wish to explain, parenthetically, that in using the word speculation or its derivatives, I employ it in its broadest sense and not according: to its popular usage. Spec- ulation is not confined to gaml)ling on margins. Any man who buys because he believes a thing to be cheap and in the belief that it will advance in price is speculating, whether he pays cash or buys on margin. That definition applies to coal or bricks or real estate or to anything else. It is not confined to securities alone. As security prices always anticipate fundamental con- ditions, it is necessary in our study of basic causes that we must deal with the future and with what is now^ unknown. This may appear paradoxical, but it is not so. What we undertake is, by a study of precedent and an examination of present development, to arrive at reasonable conclusions as to the future and to act accordingly. The examination of precedent is most important. Such examinations carefully conducted will show us with a rea- sonable degree of accuracy what has followed certain con- ditions in the past and what may be expected to follow simi- lar conditions in the future. We will also learn in about what ratio our population, cultivated acreage, earnings, etc., should nafuraUf/ increase and we may so decide wheth- er advancement is deficient, normal or abnormal. Students of fundamentals frequently fall into a very serious error by allowing their examination of precedent to extend over too brief a period. Comparisons of one month with a preceding month are ridiculous, as such comparisons do not allow for seasonable changes. There are certain lean 238 THOMAS GIBSON and fat months or seasons in all lines of l)usinoss. And the t'onipaiisons of one yoai' witli a jn'ocoding year are also fre- quently insulTicient. Tf, foi- exani])le, our railroad earn- intis should hound \m aluioimallv foi* two vears as thev did ill 1909 and 1910, a moderate I'eaetion in the followini^: year Would not he unusual or diseoura.iring. Tn the year 1909, the .«,n'oss earnings of all railroads in the Ignited States ad- vanced $278,038,372 as compared with 1908, and in 1910 they increased $229,840,433 as compared with 1909. But even after this unprecedented gain, we hear numerous com- plaints ])ecause of some small decreases in certain months of 1911. Let me point out another instance which even more dis- tinctly illustrates the folly of such comparisons. A few days ago an article appeared in a leading tinancial organ, bemoaning the increase in our idle cars. It was shown that idle cars in ^fay, 1911, amounted to about 187,000 cars as compared with only 122,000 in May, 1910. Xothing was said about ^^fay being the month in which we almost in- varia])ly find the largest number of idle cars, but what makes the argimient most inadequate and misleading is the com- parison with a single year. Tf tlie writer of that screed had taheii the pains to go back a little further he would have found that the number of idle cars in ^fay, 1911. was the smallest in recent years ii'ifh fltr shif/lr crccj^fioti of HH". Tn M-Av, 1907, we had 300,000 idle cars and in November of that year a shorfar/r of 90.000 cars: in :\ray, 1908, we had over 400.000 idle cars and in October only 100,000. Tn May, 1909, w." had 285,000 idle cars and in October a shortage of 5,400 cars. Idle cars at certain seasons are inevital^le. They are necessary. We must have them in the cro})-m(>v- ing pei'iod oi- business would be thrown into chaos. Tn the dull months we camiot retire our sur])lus cars on the same plan as is proposed for surplus banknotes. As our ]^o]nila- tion grows and as we build idle cars to meet such growth, we should, everything being equal, have more idle cars in the dull periods from year to year. FUNDAMENTALS AND SECURITY PRICES 239 I cannot pretend in the space at inv disposal to ^ive a ('onii)reliensive formula for the study of fundamentals, but T will oft'er a few suggestions on three of the most impor- tant factors to be considered, that is, crops, money and for- eign trade. Crops. The products of the soil is the most important of all our fundamental factors, for upon our ability to produce com- modities for our own uses, and to sell for export, money conditions, foreign trade balances and other factors are largely dependent. In examining this phase of the ques- tion we can easily arrive at the probable production of min- erals or other products not affected seriously by climatic changes, but the agiicultural products require more care- ful attention. A large acreage does not insure a large yield. We had a striking example of this in the spring wheat crop of 1910. Acreage was the largest on record but in the month of July the condition of the growing ci-ops suffered so se- verely from drought, that a very small crop was harvested. Such a calamitv could not be foreseen, l)ut fortimatelv such acute changes are rare and may be classed as accidents. In most cases we can get a fair idea of the probable crops some time before they are harvested. Looking at this year's prospects for spring wheat we may begin our study in the following manner: The fall of 1910 was a dry period in the Northwest. Therefore we mav reasonablv assume that the soil did not store up a sufficient amount of surplus moisture and that hea^y rainfall would be necessary to make a good crop in 1911. The spring of 1911 was an ideal one for planting, however, and too much mois- ture in the ground in the planting ]>eriod is not necessaiy or desirable. Under such conditions the plant fakes on a rapid growth, greatly accelerated by periods of sun- shine. The roots of the plant do not find it necessary to go down for moisture hut spread out over the ground and 240 THOMAS GIBSON the stand is poor. If a j)criod of dnnicss follows you can pull up liaudfuls of the stalks with no physical effort. The best crops are made when the roots are deep and when suffi- cient rainfall follows to nourish the j^lant. Therefore our spring wheat crop of 1911 was well started but was depend- ent upon a heavy rainfall for a time. By keepiui^ a close watch of the developments, we can arrive at a fair estimate of the outcome long before the crop is harvested. In examining the crop reports of the government or private documents, we must not be discouraged because cer- tain months show a decline in conditions or a certain amount of abandoned acreage. The start is almost invariably bet- ter than the finish. The Department of Agriculture will this year adopt the method of allo^\ing for normal dete- rioration in expressing quantitative estimates of production, and this will simplify the mattter somewhat. We should also take into consideration the fact that a too favoral)le showing in the first reports is not a good thing. This is particularly true of cotton. In the last twenty years we have only twice started the cotton season wih a June condi- tion as high as 90. In 1896 the June condition was 97.2 and in 1902 it was 95.1. On both occasions the crop was a fail- ure. The condition at harvest in 1896 was 60.7, and in 1902, 58.3. On the other hand the lowest June conditions in twenty years were in 1903, 1905 and 1907, and in each in- stance the condition at harvest was higher than in cither 1896 or 1902. Our greatest crops (1904, 1906 and 190S) were made on a rlune c(>ndition of 83.0, 84.6 and 79.7, respec- tivelv. From 80 to 85 mav be considered the safest and most normal June condition. In estimating the probable effect upon security prices of large or small crcjps, we should give particular attention to the sujiply and demand of the world. A large crop at home and a short crop in countries which import our food- stuffs or cotton makes for greater demand and consequently higher prices for our exportable surplus. This in tuni FUNDAMENTALS AND SECURITY PRICES 241 means larger trade balances and better money conditions, and better money conditions work in favor of higher se- curity prices. The use of fertilizers, the ravages of insects and other factors will require attention, but the task is not so formid- able as it may appear. The Government furnishes for the asking a great deal of competent literature on the subject, and the reports of railroad corporations and individuals are freely published in trade organs and the daily press. What must be studiously avoided is the tendency to take too much for granted. Every year we have a batch of good and bad reports from interested people who misrepresent pros- pects or conditions in order to further personal aims, but a comprehensive examination of the su])ject will easily en- able us to separate the true from the false and the reason- able from the unreasonable. Money. Money conditions represent one of the greatest funda- mental factors. In applying money conditions and pros- pects to the probable course of security movements, we find many phenomena which are easily read and which are almost certain in their effects. I will not attempt to pass on the merits or demerits of our miserable currency system, or to discuss the numerous cures suggested, but will touch briefly on the broader influences which are easily examined. Interest rates show seasonable variations because of the plethora of money in certain seasons and the demand for money in other seasons. The trend of interest rates in De- cember is usually upward throughout that month and dur- ing the first week or ten days of January. They then tend rapidly downward until near the first of March. This is due to the fact that money becomes tighter in December in preparation for our great cash January disbursements in interest and dividends on bonds, notes and stocks. This money, being distributed, finds its way back into the banks B.VII— 16 242 THOMAS GIBSON or tlic market, and lower interest rates follow. ^loney usually advances more rapidly from the middle of June un- til the last of September than at any other period of the year. This is also due, but only in part, to the i)reparation for July disbursements for interest and dividends. More importaiit, hnwovci-, is the demand tlirouglutut tlic months of duly, Au^nst and September for crop-movini!: purposes and the i)ayment of farm oblifi:ations. Tn December we fre- quently find an advancing security market in connection with higher money rates. This represents the anteriority of stock prices. Speculators know that money will soon flow back not only into the banks, but into securities, and they will buy in anticii)ation of such a rise. Also we find frequently an advancing trend in the three months of high- est money rates, for our crop j^rospects are then pretty well established and if they are good, we can afford to i»ay high rates for fluids to be employed in speculative ventures, be- cause of the promise of higher security prices in the future. We cannot safely argue, therefore, that an advancing market is improbal)le in a period of high or advancing rates for money. Nor can we consider low or declining rates a sufficient reason for higher security jirices. A plethora of money may spell stagnation in general business and lack of contidcncc in future progress. There arc certain indica- tions, however, which will greatly aid us in anixiiig at I'ca- sonablv correct conclusions. 1 will mention two of them. By constant examination of the percentage of loans to deposits and of specie to loans, we may easily determine when we are on safe or dangerous groinid. We nuist look at both phases of this factor. If the percentage of loans to deposits is iniduly high, this condition may be mitigated by a cori'espondingly lii^h ]>crcc7itnLre of s]ieci(^ to loans or, (•11 the otlicr hand, if tlic percentage dt' loans to deposits does not a]i])ear undnly high l)ut the ]iereentage of specie to loans is very low, we may be in a dangerous position. It is when the two spread apart— when loans go up and specie falls— FUNDAMENTALS AND SECURITY PRICES 243 that the worst condition is indicated. In 1907, I caHed at- tention to this factor and the danger from the conditions which then existed, not hesitating to predict a great decline in security ]'>rices as the result. In an article published in February, 1907, 1 drew the following conclusions : "In order to illustrate the importance of the money situation and the tidelitv with Avhich market movements have followed monetary conditions, the following records are set forth, covering important movements of i-ecent years. *'In 1890, twenty stocks listed on the New York Stock Exchange were selling at an average price of about $87 per share. The j^ercentage of loans to deposits was about 95 per cent and the percentage of specie to loans a])out 20 per cent. In November of that year, loans advanced to 102 per cent as compared with deposits, and specie declined to about 18 per cent of loans. The stocks mentioned declined to an average price of $64 per share and later in 1901 to about $61 per share. From 1891 to 1893, there was some alter- nate improvements and retrogression in money conditions, all of which was accurately reflected in stock prices. "In 1893, the proportion of loans to deposits rose to about 109 per cent and the proportion of specie to loans de- clined to 13 per cent. The average price of the twenty stocks reached about $47 per share. (The panic of 1893.) "In 1894, the proportion of loans to deposits fell to 80 per cent and specie to loans rose to 30 per cent. This was due to the liquidation of 1893. Stock prices showed some betteiTiient, rising to about $57 per share. The severe drub- bing of 1893 had made public investors nervous and had in many cases incapacitated them for stock mni'kct oprra- tions. That was to come later. "In 1896, the pTo]V)rtimi of loans to deposits rose to 102 per cent, and specie to loans fell to 10 per cent. Stocks reached their lowest level in July of this year ($42 per share for the 20 stocks mentioned). j "From 1896 to 1898, a gradual improvement was ap- 244 THOMAS GIBSON parent. Through all this period stock prices faithfully re- flected money conditions. In July, 1897, the proportion of specie to loans rose to 30 per cent and loans to deposits fell to 83 per cent. Stocks began advancing, and in March, 1899, the average price (^f the 20 stocks considered was about $^5 per share. "Tu June, 1900, the average price of the twenty stocks considered was about $75 per share. The proportion of specie to loans was about 22 per cent and the propoi-tion of loans to deposits about 90 per cent. From January, 1901, until September, 1902, money conditions did not improve, but stocks continued to advance. There were large crops, and a general wave of expansion and prosperity swept the country. In September, 1902, the proportion of loans to deposits was 99 per cent and the proportion of specie to loans about 17 per cent. ]\rean while stocks were high— $128 per share for our twenty stocks. Conditions, though temporarily ignored, asserted themselves in 1903, and in September of that year the average price of the twenty stocks was about $88 per share ; the percentage of loans to deposits was 101 per cent and specie to loans 19 per cent. The money situation had not changed materially, but the stock market was making a deferred pa^nnent. *'In August, 1904, the proportion of loans to deposits had fallen to 90 per cent and specie to loans had risen to 25 per cent. The stock market was steadily advancing, and in January, 1906, stocks reached their pinnacle— $138 per share for the twenty securities considered. "And this brings us down to January, 1907. The pro- poi*tion of loans to deposits is about 102 per cent. The ]n'o- ])ortion of specie to loans is about 17 per cent. "The average ]-)rice of our twenty stocks is about $130 per share. "What is the use of talking about a bull market, a 'Spring rise' or manipulation in the face of such conditions as this?" FUNDAMENTALS AND SECURITY PRICES 245 The other point referred to is the income yield on sea- soned securities at different stages of the market. Every advance in prices cuts down the yield and every decline in prices increases the yield so long as the rate of dividend remains unchanged. Stock prices went so high in the latter part of 1906 that the average return on a number of stand- ard dividend-paying securities was reduced to about 3J per cent. In the panic of 1907, prices went so low that these same stocks, with no change in dividend rates, showed a return of 7 per cent on money invested. It was not difficult to determine that stocks were too high in the former pei'iod and too low in the latter period. In the first case, money was worth more than 3 per cent in all lines of business ; in the latter case, it was worth less than 7 per cent. The con- clusion w^as obvious, yet so prone are public speculators and investors to become elated in boom periods and de- pressed in panic periods, that this glaring evidence of what would happen later was lost sight of or disregarded. I will offer the opinion that in normal times, seasoned securities should return about 5 per cent or midway between the two extremes cited above.* Our Foreign Trade. Our imports and exports of merchandise are an impor- tant factor bearing on prosperity and consequently on se- curity prices. In periods of prosperity and inflation we become wasteful, careless and extravagant. Our imports rise and our exports fall and the net balance shrinks. This must be corrected before we are again in a normal trade position. In examining the progress of our trade balances we will find that we are steadily inidergoing a change in the char- acter of our exports. Our shipments of foodstuffs decrease or at least do not increase in ratio to our growth of popula- tion and production. Cotton is now the only important * The rate of return on these selected securities now averages 5.40 per cent. 246 THOMAS GIBSON agrieultunil i^roduct which shows a steady increase in our exports .171(1 this is partly due to a steady advance in the avera^c^ })rice secured for the staple. Twenty years ago cotfnii made up less than 20 per cent (in dollars) of our nierchaudisc ('.\])(>rts; ten years ago it made up about 24 per cent and in IDIO about 29 })er cent. Cotton is our big *' money crop." But in this failing off of our exportable surplus of most agricultural products there is nothing to be alarmed about. Our exports of manufactured and partly manufactured goods grow rapidly to fill the gap. That is the history of all new countries. At first they l)egin to exchange their raw materials for such manufactured goods as are required and gradually, as population and facilities grow, to consume raw materials and to produce manufactured goods for do- mestic use or for sale. It would not be at all inimical to our progress or prosperity if we gradually come to a point where we actually import foodstuffs or textiles for our own needs. As has been stated, I realize the impossibility of setting f(trth, in a limited space, anything definite or comprehen- sive on so great a subject as the study of fundamentals. All I have hoped to do is to offer suggestions which will start the student in the right path and to point out some of the most common fallacies in regard to the most important basic factors. It may appear that the subject is too broad and complicated to be successfully undertaken except as an exclusive study, but I do not believe this is the case. One I'xamination will lead to another, the confusing problems will be ra])idly cleared up, the study will ])e found most in- teresting and profital)le and in a short time the man who devotes a little time each day to the intelligent examination of those factors will find himself abreast of the tim(\s and his general conception of business affairs greatly broad- ened. FUNDAMENTALS AND SECURITY PRICES 247 Extracts From an Address by Thomas Gibson on the Stand- ard Oil Decision Before the Finance Forum of New York. Personally my chief interest in the Standard Oil decision is as to its bearing on security values and prices. Dur- ing the last few days I have frequently heard the statement from those interested in security price movements, that the importance of the ruling marketwise was overestimated. In my opinion it is underestimated. Tlie question of the final construction of the Sherman law has acted as a depressing and repressing influence on all lines of business activity for a long time. The opinion has been offered at times by men whose utterances command respectful attention that a strict interpretation of the Shemian act would be revolutionary in its effects on business; we have been told that there was a possibility, or even a probability, that general business disruption and practical confiscation would follow the handing down of the Standard Oil and American Tobacco decisions. The rulings of the Court in the Standard Oil case prove that these fears were not justified. So great has been the apprehension from this cause that important projects have been delayed or abandoned, and even in cases where promoters or capitalists had confidence in the sanity and integrity of our greatest judicial body, the lurking fear has been present that through the neces- sity of a strict construction of the letter of the law, a serious condition would arise. In the stock market a great many people who had mon(\v to invest and who were satisfied Avith fundamental conditions and future promise have re- frained from entering the market. A still greater numlier who were confident that no measure whieh aimed at the life of business coml^inations could endure, have defeiTcd purchases in the belief that the temporary effects of ad- verse findings would give them an opportunity to buy at lower prices. Still others have considered it no worse than 248 THOMAS GIBSON an eiTor on the side of prudence to await the outcome, even if such delay meant that they must pay somewhat higher prices for their prospective purchases. The recent depression in general business has been due partly to this waiting attitude and partly to natural and basic causes. The two combined have caused unusual un- certainty, and consequently, unusual caution. The effect has been most keenly felt in the securities markets. That part of the depression which was due to basic causes would not have exercised so gi*eat an effect on speculative ven- tures, for Wall Street always looks ahead of present condi- tions and discoTuits the future. Periods of business de- pression or activity are always reflected in stock prices long before they appear. Thus, 1907 was a banner year in gen- eral business and a panic year in the stock market, and 1908 was a year of advancing prices and business depres- sion. "We can foresee the probable future of business with some degree of accuracy, but it would be paradoxical to say that we could foresee an uncertainty. In my opinion this uncertainty is now at an end, at least for some time to come. So great has been the disturb- ing influence of the pending interpretation of the law that the study of basic conditions and prospects has been neglected or confused. We can now look with a clearer vision and a broader perspective at such things as crop prospects, money conditions, and other fundamentals which always go to make for prosperity or depression. If we had been compelled to await the Supreme Court rulings until fall, it would have been a bad thing, for a great many peo^^le would have argued somewhat as follows: "Yes, we And crop prospects excellent; we are satisfied with the material progress and conditions of the country, but we are afraid of the Shennan law. We cannot measure or even sunnise its nature or its effect. '* »#*#*♦♦ FUNDAMENTALS AND SECURITY PRICES 249 A layman necessarily looks at the Standard Oil decision in a very different light from what a lawyer does. As it appears to me the meaning is about as follows : A corporation or combination of capital which by auto- cratic and high-handed methods crushes out competition and gains practical or absolute control of a certain commod- ity and thus obtains power to arbitrarily fix prices and stiHe competition, is inimical to the interests of the people and is amenable to the punishment provided under this act. But a corporation or combination of capital which combines for the purpose of increasing administrative and operating effi- ciency and by so doing effects economies or gains facilities which permit it to undersell competitors who employ an- tiquated methods, is for the benefit of the people and does not come within the law. The mere reading of the w^ord "reasonable" into the law is vigorously objected to by manv lawvers, but this criticism must be based on technical grounds alone. No one can object to the word itself in any connection. I am not competent to express an opinion as to whether or not such decisions should be construed liter- ally and upon the evidence of innocence or guilt alone, without reference to the infentton of the law, l)ut in accept- ing the findings of the Supreme Court in this or any other case, it appears to me that we should be content with the fact that such rulings represent the consensus of opinion formed after mature deliberation bv our hiiihest tribunal. No citizen has a right to impute motives to the Supreme Court; no one, at least no layman, has a right to reOect upon the legal ability of its members. Our Chief Executive is also in accord with the si)irit of this decision as is evi- denced by a full reading of his message of January, 1910.* * This statement was questioned by the audience, but was fully supportea by quoting extracts from President Taft's rnessage of January. 1910. A single paragraph from that message had been widely quoted by the press, which, standing alone, put the President in the light of holding opinions at variance with the recent findings of the Supreme Court in the Standard Oil ca«e. A full reading of the message will show absolutely that the President was in complete accord with the court findings. — T. G. MARKET MOVEMENTS OF SECURITIES. BY GEORGE GARR HENRY. (Of Salomon & Company, Bankers, New York; Former Vice-President, Guaranty Trust Company, New York.] There is no question connected with the investment of money more important than the ability to judge whether general market conditions are favorable for the purchase of securities. After learning how to judge the value of every foim of investment, a man may still be unsuccessful in the invest- ment of money unless he acquires also a lirm grasp upon the general principles which control the price movements of securities. By this it is not meant tliat a man needs to have an intimate knowled2:e of technical market conditions wliereby to estimate temporary fluctuations of minor im- portance, but rather that he should have clearly in mind the causes which operate to produce the larger swings of prices. If an investor acquires such a knowledge, he is enabled to take advantage of large price movements in such a way as materially to increase his income, and, at the same time, avoid carrying upon his books securities which may have cost much more than their current market quotations. If he can recognize tlie indications which point to the hc- ginning of a pronounced upward swing in securities, and if he can equally recognize the signs which indicate that the movement has culminated, he can liquidate the securities which he bought at the inc(>ption of the rise or transfer them to some short-term issues whose near aj'tproach to maturity will render them stable in ]>ri(^e. allowing the downward swing to proceed without disturbing him. It it not expected, of course, that the average business man will be able to realize completely this ideal of investment, 250 MARKET MOVEMENTS OF SECURITIES 251 but it is hoped that the following- analysis will give him a clearer conception of the principles involved. Broadly speaking, the market movements of all nego- tiable securities are controlled by two influences, sometimes acting in opposition to each other and sometimes in concert. One of these influences is the loaning rate of free capital ; the other is the general condition of business. A low rate of interest or the likelihood of low rates has the effect of stinuilating security prices, because banks and other money- lending institutions are forced into the investment market when they cannot loan money to advantage. Conversely, a high rate of interest or the prospect of high rates has the effect of depressing prices, because banking institutions sell their securities in order to lend the money so released. The automatic working of this process tends to produce a con- stant adjustment between the yields upon free and invested capital. When money rates are low, securities tend to ad- vance to the point where the return upon them is no greater than that derived from the loaning of free ciipital. AVhen rates are high, securities tend to decline to a point where the return is as great. This exi:)lains the influence of the first factor. The other factor is the general condition of business. Good business conditions, or the promise of good conditions, tend to advance security prices, because they indicate larger earnings and a stronger financial condition. Poor business conditions, or an unpromising outlook, have the reverse effect. The larger movements of security prices are always the resultant of the interaction of these two forces. When they work together the effect is irresistible, as when low in- terest rates and the prospect of good business conditions occur together, or when hic:h money rates occur in the face of an indicated falling off in business activity. At such times all classes of securities swing together. For the most part, however, money rates and business conditions are op- 252 GEORGE GARR HENRY posed in their influence, rates being low when business is bad and Iiigh when business is good. Usually the worse business conditions bect)ni(', the easier money grows; while the more active business becomes, the higher money rates rise. The effect of this antagonism between tlie controlling causes is to produce movements of different projoortions and sometimes in different directions in different classes of securities. High-grade bonds may be declining, middle- grade bonds remaining stationary, and poor bonds advanc- ing, all at the same time. This serves to give a very irreg- ular ai)i)earance to the security markets, and appears to justify the widely held opinion that security prices are a pure matter of guesswork, and that they are controlled only by manipulation and special influences. A clear conception of the nature of the influences which are always silently at work reconciles these apparent inconsistencies and makes it plain that general price movements are determined by laws as certain in their operation as the laws of nature. This may be illustrated by a single example. Let us assume that interest rates are low and business conditions bad with prospect of still lower interest rates and still more unpromising business conditions. "What will be the effect upon different classes of securities'? High-grade bonds, such as choice municipals, whose safety cannot l)e im- paired by any extent of depression in business, will ad- vance because their market price is influenced almost wholly by money rates. If their interest is certain to be paid, no matter what business conditions may become, they cannot be greatly affected by a reduction of earnings, and conse- quently the influence of low money rates is left to act prac- tically alone. ]\liddle-grade bonds, such as second-class railroad issues, will remain almost stationarv, low monev rates tending to advance their price and the fear of de- creased earnings tending to depress them. The lowest grade of bonds and stocks, whose margin of security even in good times is not very great, will probably suffer in price be- I»IARKET MOVEMENTS OF SECURITIES 253 cause the fear of default in iuterest and of reduction in dividends will operate much more strongly than the mere stimulus of low interest rates. Of course, securities cannot be clearly separated into these three classes, but shade imperceptibly into one another. The classification is adopted only for purposes of illustration. Up to this point we have been concerned merely in show- ing that the market movements of negotiable securities are controlled bv the influence of certain factors. A more im- portant question now remains to be considered, viz. : whether the effect of these two influences is to produce general swings in prices which may be depended upon with com- parative certainty, and, if so, what indications are afforded to the investor of the commencement or culmination of such a movement. The answer must be that the combined effect of the two influences described is to produce definite and regular swings in prices, and that the indications which define the movements are not difficult to follow. A general survey of the history of every industrial na- tion reveals the fact that business conditions undergo alter- nate periods of prosperity and depression extending in clearly defined cycles of substantially uniform length. By tracing the usual course of interest rates and of business conditions throughout one of these cycles, a general idea can be formed of the way in which the joint influences operate to produce price movements. To what extent the course of iuterest rates is a cause as well as a result of changing business conditions, we shall not attempt here to estimate, but will be content to note carefully the general course which rates for money pursue throughout the cycles. Immediately after a financial crisis, which usually closes an era of great lousiness prosperity, money rates become abnoiTnallv easv. AVithin a few months from the climax of the crisis, monev accumulates in enormous volume in financial centers. This is caused by the great diminution of busmess activity which renders unnecessary a large part 254 GEORGE GARR HENRY of the circulating medium that was formerly required to transact the greater volume of ))usiness. To the extent to which this accumulation of money merely reflects a redun- dancy of currency as distinguished from real liquid ci\]n- tal, it can have little effect in encouraging the resuni])ti(»n of business activity. As time passes, however, and ect)no- mies in operation commence to make themselves manifest, and especially as waste and extravagance are curtailed, the country as a whole commences to accunuilate real liquid capital ; that is to say, its total production leaves a surplus over the amount of consumption. Tn the state of business feeling which has been pictured, the undertaking of new business ventures or additions to existing properties would . not lie approved, so that the surplus wealth created finds its way into bank deposits as liquid capital. The competitive attempt to loan this capital at a time when borrowers are few produces merely nominal interest rates. This continues for some time. It is only graduall^v as confidence returns and as the spirit of initiative begins to reassert itself that some part of the liquid capital created each year is diverted into fixed forms. Here and there some enterprising group of men will develop a mine, lay a new piece of railway, or make some addition to an existing undertaking. For some length of time, however, the liquid capital of the country not only remains unimpaired, but is continually increasing. After a time a change comes. The annual surplus of ])ro- duction, tli(»iigh larger than before, is only sutlicient to provide for the new undertakings which the growing op- timism demands. Interest rates rise moderately in resjionse to the added demand for capital. A few years further along, as business activity increases and success appears plaiidy to wait upon new ventures, the demand f(^r new cr corporate jmri^oses on the inception of the company, when not nuich could be realized by the sale of connnon stock, and bonds could be marketed only at a discx:)unt. Such companies may STOCKS AND THEIR FEATURES 271 have hopes that in time thi'ir business will so improve that by issuing bonds at a low interest rate, or by selling addi- tional common stock they can retire the preferred stock, leaving the common stock in a much better position. Hence the callable feature may be inserted. This is never obligatoiy on the corporation, but merely optional with the directors. It is the opposite of the convertible feature, which de- pends on the stockholders' option. On the following page is a table of callable preferred stocks, showing their provi- sions as to the time of redemption, and the calling price. If no time is specified, the company's option is understood. A much larger list could be compiled, Init it is better to present only typical or fairly large companies. The in- dustrials are generally redeemable at a premium, and are hedged with definite provisions regarding the time at whicl^ the company may exercise its right. The railroads, on the contrary, are nearly always callable at par, and at any time the company may choose. It is generally considered a disadvantage to have a stock callable, as the holder must then seek new fields for his capital, usually just when the investment begins to look attractive. A company never calls stock when it is in difficulties; Tonopah, of Nevada, called its preferred just before it began dividend payments on the common; and Northern Pacific, which was called at par, January 1, 1902, had been paying dividends only a few vears. ft On the other hand, it is usually advantageous to possess a convertible stock. Here the option is with the stock- holder, not with the company. The Reading Company's sec- ond preferred stork is an exception, being convertible into one-half first preferred and one-half common at par on vote of the directors. As the common is now selling about $30 above its par of $50, and the first preferred only a little below i)ar, the ccmvertible feature is valuable, and explains why the second preferred sells at a level considerably above the first. There is, however, a clause that is seldom repro- 272 JOHN ADAMS TABLE OF CALLABLE PREFERRED STOCKS. Railroads. Time. Price. Remarks. Chicago Gr. Western Par and div'nds "If and jvhen al- lowed by law." Erie, 1st and 2d p'fd Par Hocking Valley Par Reading. 1st p'fd Par Reading. 2d p'fd Par "If and when al- lowed by law." Seaboard Co., 1st p'fd Par Seaboard Co.. 2d p'fd. .\fter 1912 no "Provided 1st pre- ferred has been redeemed or <-■•" Industrials. verted." American Cotton Oil 105 Am. Cities Ry. and Light On any dividend date 107} and div'nds Am. Smelters, Sees. "B" .^fter 19.30 Par Amcr. Typefounders. On 30 days' notice. 105 "Only by vote of two-thirds of di- rectors." Borden's Cond. Milk 110 ".All. or any." Consolidated Gas. of Baltimore 120 and div'nds Dominion Coal and Iron After May 1. 1910. 125 and div'nds If not previously converted into Dominion Iron and common. Steel On 3 mo's' notice. 115 and div'nds Sul)ject to conver- sion for 30 days after notice. General .Asphalt On 90 days' notice. 110 Subject to conver- sion during pe- Michigan State Tele- riod of noti.c phone Feb. 1 of any year. Par and div'nds National Lead Par Sears, Roebuck A- Co 125 and div'nds "All, or any." United Railways In- vestment 110 and div'nds diicod in statistioal works, i. o., tliat the socoiul is callaUc at par, "if and when allowed by law," which is apparently nnkno^^^^. or if known, disre,c:arded, by those who keep the second preferred at its present price level, in the hope that the directors will allow conversion. It reminds one of the story, probably nntrno, that ^\v. TTarriman did not know. STOCKS AND THEIR FEATURES 273 when he bought Northern Pacific preferred that the stock could be called before the directors took that action. Cer- tain it is that their power so to do was never paraded before the public, and it lay, a secret to the "outsiders," in the re- cesses of the railroad's charter. lAjnong industrials, Allis-Chahners preferred stock is convertible into common at par, but, of course, no one is doing so, as the common is selling around 12, and the pre- ferred about 40. Associated Merchants first preferred stock is convertible into second preferred or common stock at par while the books are open; Dominion Coal preferred, into common at par before May 1, 1910 ; and Dominion Iron and Steel preferred into common at par, and at any time. Elec- tric Storage Battery allows conversion on the same terms as the Dominion Iron and Steel Company, and practically all of the preferred has been converted. The General Asphalt Company allows conversion on the basis of $150 common stock for $100 preferred ; and the Hudson & ]\Ian- hattan Railway, into common at 110. The list is not so long as that of the callable preferred issues. Southern Pacific, on July 15, 1909, gave its preferred stockholders three options; $115 in cash, or $20 cash and $100 in 4J per cent twenty-year debenture bonds, or conversion into com- mon, par for par. Practically all of the holders of the preferred issue availed themselves of the conversion privi- lege. The holders took a stock paying one per cent less dividend than they formerly received, but the company has as large possibilities before it as Union Pacific did a few years ago, and they undoubtedly will be rewarded in the end, for they now have a "general" stock, which has the right to all earnings after interest charges have been met. The con- version feature as attached to bonds is old and much em- ployed, but when connected "^^ith preferred stocks is com- paratively recent, and has been criticised in court decisions. The participating feature of certain preferred stocks is comparatively unknown to the public; yet it is of the ut- B.VII— 18 274 JOHN ADAMS most importance, for it is practically only in this class of pref('r]-('d storks tliat the ImldcM* has an inponio unlimited cxce])t l)v tile (•(iin})any's earning ixtwcr. In cumulative preferred stocks he is nearly always limited to his fixed per- centacje, ]mi hci-c he shares with the common stock, the sur- plus remaining: after a certain amount has heen paid on that class. Following is a table showing the principal railroad and industrial com]^anies that have included this feature, togethei" with the terms of the participation : TABLE OF PARTICIPATING PREFERRED STOCKS. Then Railroads. Preferred Common After Which. Receives. Receives. Buffalo, Roch. & Pittsbg 6% 6% Both share pro rata. C, M. & St. Paul 7% 7% Both share pro rata. Chicago & Northwestern .... 7% 7% Preferred 37f , then common 3%, then share pro rata. C. St. P.. M. & 7% 7% Both share pro rata. Hocking Valley 4% 4% Both share pro rata. Iowa Central 5% 5% Both share pro rata. Lake Eric & Western 6% 6% Both share pro rata. Minn. & St. Louis 5% 5% Both share pro rata. M.. St. P. & S. S. M 7% 7% Both share pro rata. X. Y. C. & St. L.. 1st p'f'd 57o 5% Second preferred .'i'^o. then all share. Pittsburg, Clcv., Cin. & St. Preferred S^r. then common Louis 4% 3% 5%, then share. Wabash 7% 7% Both share equally. Wisconsin Central 4% 4% Both share equally. Industrials. Allis-Chalmcrs 7% 7% Preferred receives X'^i extra. Associated Merchants. 1st and 2d preferred 7% 7% Both preferreds receive J/o for each 1% paid on com- mon over 7%. Consolidated Traction 6% 6% Both share equally. Electric Storage Battery 1% 1% Both share equally. Pacific Coast. 2d preferred 49o 4% Both share equally. Westinghousc Electric 7% 7% Both share equally. Among the railroads, Chicago & North Western preferred stock is now receiving 1 per cent additional, and the same is true of the Pittsburg, Cincinnati, Chicag*^ & St. Louis STOCKS AND THEIR FEATURES 275 Railroad. In the industrials, Pacific Coast second preferred is now on a 5 per cent basis with the common; Electric Storage Battery has 4 per cent paid to it instead of one per cent ; AVestinghouse Electric for four years before the panic of 1907, which threw it into the hands of a receiver, was paid 10 per cent, and is now paying its regular 7 per cent. In a few of these companies, such as Allis-Chalmers of Wa- bash, the participation feature is of little value, as there is small chance that earnings will ever permit of any pay- ments at all on the common. How^ever, most of the corpora- tions, whose preferred stocks are not now participating with the common, are paying regular dividends on their senior issue, and there is a fair prospect that in time, as the coun- try develops and grows richer, the earnings will so increase that the right to participate with the common in surplus earnings will be a valuable feature of the preferred. The same remarks apply to conversion, which may not be ad- visable now, but which, with the onward march of this "bull" country, as it has frequently been termed, will in the future become a prized feature of stock that has been bought for the "long pull." Following our classification of stocks we may now con- sider those stocks which are analogous to preferred. The first of these is interest-bearing stock which is really only another name for preferred stock. For interest (instead of dividends) must be paid upon it before there can be any disbursements on the common. Paradoxical as it may seem to the idea of a stock contrasted with that of a l)()iid, the payment of interest may be enforced at law, as the sub- scription to the stock is regarded "as a contract in tlie nature of an agreement to pay a dividend, but is lawful only when it can be construed as requiring pa^inent of such interest from profits alone." Such issues are obsolete today. There is no reason, however, why a corporation should not issue such stock, should it deem it ad\isable. From the records we have selected the following examples: 276 JOHN ADAMS Detroit & ^Milwaukee, acquired by the Great Western of Canada, wliich in turn was absorbed by the Grand Trunk. Cleveland & Toledo, leased to the Cleveland, Painesville & Ashtabula, which was consolidated with the Lake Shore. Vermont &: ^fassachusetts, leased to Boston & Elaine. Pittsburi]: & Connellsville, merged with the Baltimore <^' Oliio. Pittshurc: &: Stouhensville, acquired by the Steubens- ville & Indiana, whifh was taken over by the Pittsburg, China s:o & St. Louis, which was ultimatelv absorbed bv the Pennsylvania Company. Ti'oy & Greenfield, acquirod by the Troy & Boston, which was taken over by the Fitchburg, which in turn was leased to the Boston S: "^^aine. All of the above companies were comparatively small, mid all have been absorbed by larger systems, generally leav- ing no trace of their stock. Consequently, the subject is of but little more than academic interest. ''Special stock" is a creation of certain ^Lassachusetts statutes, especially the Acts of 1855 and 1882. Lender the latter enactment, manufacturing ''and other corporations,'' by vote of three-quarters of their stockholders at a meeting called especially for this purpose, may authorize "special stock," which must never exceed two-thirds of the actual capital, bearing semi-annual dividends not exceeding 4 per cent and subject to redemption at par after a fixed date, which must be expressed on the certificate. The holder of such stock is in no case liable for the debts of the coi-pora- tion. Instances of such stock crop out now and then be- cause of lawsuits over the rights of their holders, but as these generallv onlv occur after the iusolvencv of the cor- poratiou, they are of little use if we wish a present example. The Boston Machine Company had such stock, as did th* Greenfield Tool Company, but both are defunct. The near- est modei-n analogy is a callable preferred stock, but it also resembles in some wavs a short-term note, for the oblicration STOCKS AND THEIR FEATURES 277 to pay dividends is absolute, not, as in interest-bearing or ordinary preferred stock, contingent on there being suiB- cient profits so to do, and it is also usually redeemable in a short time. "Guaranteed stock" is a term properly applied to the stock of a company, the dividends on which are guaranteed by another corporation, provided there are sufficient earn- ings to meet them, but not otherwise. It is sometimes er- roneously employed as describing preferred stock, i. e., the corporation giiaranteeing the dividends on its own stock. Guaranteed stocks usually arise from a consolidation or lease of one road, or industrial corporation, with or to an- other, and are much more frequently found in the case of railroads than industrials. A" full list of all the guaranteed stocks in the country would occupy pages, and thus only a few important examples are given : Railroad. Guarantor. Terms. Catawissa Reading 5% on stock, and $8,000. Central of Vermont Grand Trunk Traffic guarantee. Cleveland & Pittsburg Penna 7% on stock, and bond in- terest. Concord & Montreal B. & M 77c on stock. Delaware P. W. & B. (Penna.) . . Net earnings. Fitchburg B. & M 5% on preferred, 1% on common, bond interest and expenses. Old Colony N. Y., X. H. & H 77c. and stock convertible into New Haven. Pittsburg. Ft. Wayne, etc. . . Penna 7% on stock and on "special improvement," etc. Among industrial corporations guarantees of stock are rare. American Smelters Securities, preferred "B," is the only example of importance. They are generally confined to public service corporations. Most guarantees are suc- cessful—the guarantor maintaining the di\idends promised. Some are not, but there are few as bad as the lease of the Pere Marquette to the Cincinnati, Hamilton & Dayton for 999 years, in March, 1905, for 5 per cent on the common and 4 per cent on the preferred of the former, both com- 278 JOHN ADAMS panics goiiij^ info tlio liaiids of a receiver in Deeeniber of the same year. Tlie lease was subsequently annulled. Tt ar;,nies a close study of the earnin<^s and finan<'ial condition of the com[)any itself, a careful scrutiny of the affairs of the guarantor, and not the mere acceptance of the word ''guarantee" as proof of the possession of a gilt-edged in- vestment. The leased-line stock of the Illinois Central, amounting to $10,000,000, and paying 4 per cent, secured by the deposit of stocks of ecpial value, comjxared with $123.5.") '2.000 com- mon, may be said, in a sense, to be *', guaranteed," though it is not within the definition given above. Similarly, the stocks with provisions for the accunuilation of special funds, or surpluses, mentioned before, have something in the nature of a guarantee, though they are evidently not li guaranteed." ''Founders' stock" is practically unkno-^Ti in this coun- try. Xo instance can be found in the manuals, though it may exist in small corporations. Briefly, it may ])e said to be stock ranking ahead of preferred, entitled to a certain fixed dividend and then to a certain proporti(Ui of the sur- l)lus after dividends on all classes have been paid. As- sume a corpoiation with $100,000 G per cent founders' stock, $4,900,000 G per cent preferred, and 5,000,000 conunon stoek, and a balance for dividends for the year of $1,000,- 000, The founders' stock would receive $6,000, the pre- ferred $294,000, and the ccmunon, say, $250,000. The sur- plus for the yeai- would then be $450,000. The founders' stock is entitled to a certain ]u-oporti(Ui of this — tixed by the articles of incorj)oration— usually one-quarter to (Uie- half. Thus, in addition to its 6 per cent, this class would be ].aid fr(»m $112,500 to $225,000. making an extra divi- dend of from ^V1\ to 225 per cent, according to the pro])or- tion of the sur]ilus it would receive. If we were to capi- talize the last figui'e at G ])er cent, the stock would be worth about $3,800 a share. There ar<' other provisions concerning STOCKS AND THEIR FEATURES 279 the method of arriving at the amount to be distributed in dividends, but this is the most usual. It was formerly com- mon in England, but is now looked upon with disfavor. Such stock is usually given to promoters, or to persons of iulluence in consideration of their lending the weight of their names to new corporations, and is, naturally, highly valued by its fortunate possessors. Under the laws of New Jersev it is legal to create such stock. Having described the various classes of preferred stocks and their characteristics, and those analogous to preferred issues, there still remains for discussion the so-called de- benture stock. This class of stock mav be said to be on the margin between mortgage bond issues and regular stock issues. To the ordinary person a "debenture" signifies a non-mortgage bond. But it is also used to describe a stock. The whole amount secured mav be *' treated as borrowed capital consolidated into one mass for the sake of conven- ience," and certificates issued entitling the holder "to a cer- tain sum, part of this mass." It differs from stock in that the company promises, generally in the form of a covenant, to pay interest on specified dates. This interest has priority over dividends on any class of stock whatever, whether guar- anteed or not. Such issues are common in England and Canada, but rare in the United States, though debenture bonds are well known here. The old Chicago Great Western Railway had such an issue, which, as it sh(Mild, fared much better in the reorganization than either of the preferred stocks. The Green Bav & AVestern Railroad has two classes of debentures-class "A," $600,000; class "B," $7,000,000 —compared with $2,500,000 of common stock. The Cana- dian Pacific, also, has a large issue of irredeemable del)entur(' stock — for such stock may l^e thus issued, or with provisions providing for redem]^tion after a certain date. The Cana- dian Northern Ontari<^ has debentures to be paid off in 1936, while those of the Canadian Noi-thern Quebec are per- petual. 280 JOHN ADAMS Throiipfhout this classification nothing has been ?aid of values, the present task being mainly one of ex]")osition, and not of advice. In closing, we express the hope that intend- ing purchasers will look well to the class of stock in which they contemplate investing, examining all of the provisions of that particular issue, consulting, if necessary, the articles of incoi']:>oration of the company. Only by knowing the provisions of the stock certificate— is it callable or con- vertible, participating or not, preferred as to assets, etc., and any other special features that may exist— can an investor be prepared, not only to avoid losses, but to gain safety and profits. A fundamental error in regard to the features of the stock may defeat the results of the most painstaking analysis of value, and when such provisions can usually be so easily ascertained, there is no reason for encountering risks, or allowing profits to escape that might otherwise accrue. STOCK MARKETS AND EXCHANGES. FROM OFFICIAL REPORT ON NEW YOR5C STOCK EXCHANGE. The Subject in General. Markets have sprung into being wherever buying and selling have been conducted on a large scale. Taken in charge by regular organizations and controlled by rules, such markets become exchanges. In New York City there are two exchanges dealing in securities and seven in com- modities. In addition there is a security market, without fixed membership or regular officers, known as the "Curb." The exchanges dealing in commodities are incorporated, while those dealing in securities are not. Conmiodities are not held for permanent investment, but are bought and sold primarily for the purpose of com- mercial distribution ; on the other hand, securities are pri- marily held for investment; but both are subjects of specu- lation. Speculation consists in forecasting changes of value and buying or selling in order to take advantage of them ; it may be wholly legitimate, pure gambling, or something partaking of the qualities of both. In some form it is a nec- essary incident of productive operations. When carried on in connection with either commodities or securities it tends to steady their prices. Where speculation is free, fluctua- tions in prices, otherwise violent and disastrous, ordinarily become gradual and comparatively harmless. Moreover, so far as commodities are concerned, in the absence of specu- lation, merchants and manufacturers would themselves be forced to carry the risks involved in changes of prices and to bear them in the intensified condition resulting from sud- den and violent fluctuations in value. Risks of this kind which merchants and manufacturers still have to assume are reduced in amount, because of the speculation prevailing; 281 282 STOCK MARKETS AND EXCHANGES and many of these milder risks they are enabk'd, by "hedg- ing," to transfer to others. For the merchant or manufae- tiirer the speculator performs a service which has the effect of insurance. In law, speculation becomes gam])lin^ when the trading which it involves does not lead, and is not intended to lead, to the actual passing from hand to hand of the property dealt in. Thus, in the recent case of Hurd v. Taylor (181 N. Y., 231), the Court of Appeals of Xew York said : "The law of this State as to the purchase and sale of stocks is well settled. The imrchase of stocks through a broker, though the party ordering such purchase does not intend to hold the stocks as an investment, but expects the broker to carry them for him with the design on the pai't of the jmrchaser to sell the stocks again when their market value has enchanced, is, however speculative, entirely legal. Equally so is a 'short sale,' where the seller has not the stock he assumes to sell, ])ut borrows it and ex]iects to re]dace it when the market value has declined. But to make such transactions legal, they must contemplate an actual pur- chase or an actual sale of stocks by the broker, or through him. If the intention is that the so-called broker shall pay his customer the difference between the market price at which the stocks were ordered purchased and that at wliich they were ordered sold, in case such fluctuation is in favor of the customer, or that in case it is against the custouior, the customer shall pay the broker that difference, no ])ur- chases or sales being made, the transaction is a wmlici' and therefore illegal. Such business is merely gainl»ling, in which the so-called commission for ])iirchases and sales that are never made is simply the percentage which in other gambling games is reserved in favor of the keeper of the establishment." This is also the law respecting commodity transactions. The rules of all the exchanges forbid gambling as defined by this opinion; but they make so easy a technical delivery STOCK MARKETS AND EXCHANGES 283 of the property contracted for that practical effect of much speculation, in point of form legitimate, is not greatly differ- ent from that of gambling. Contracts to buy may be pri- vately offset by contracts to sell. The offsetting may be done, in a systematic way, by clearing houses, or by "ring settlements. ' ' Where deliveries are actually made, property may be temporarily borrowed for the purpose. In these ways speculation which has the legal traits of legitimate dealimi- mav Qo on almost as freelv as mere wagering, and may have most of the pecuniary and immoral effects of gambling on a large scale. A real distinction exists between speculation which is carried on by persons of means and experience, and based on an intelligent forecast, and that wiiich is carried on by persons without these qualifications. The former is closely connected with regular business. While not unaccompanied by waste and loss, this speculation accomplishes an amount of good which offsets much of its cost. The latter does but a small amount of good and an almost incalculable amount of evil. In its nature it is in the same class with gambling upon the race-track or at the roulette table, but is practiced (m a vastly larger scale. Its ramifications extend to all parts of the country. It involves a practical certainty of loss to those who engage in it. A continuous stream of wealth, taken from the actual ca])ital of innumerable persons of rel- atively small means, swells the income of brokers and oper- ators dependent on this class of business; and in so far as it is consumed like most income, it represents a waste of cap- ital. The total amount of this waste is rudely indicated by the obvious cost of the vast mechanism of brokerage and by mani])ulators' gains, of both of which it is a large constitu- ent element. If there were not a continuous infiux of new customers, re])laf(\fo of New York on the subject of short-selling is significant. Tn 1812 the Legislature passed a law declaring all contracts for the sale of stocks and l)onds void, unless the seller at the time was the actual o\\'ner or assignee thereof or authorized l)y such o^^^ler ov assignee to sell the same. Tn 1S58 this act was repcnled by a statute now in force, which i-eads as follows: **An agreement for the purchase, sale, transfer or deliv- erv of a certificate or other evidence of debt, issued bv the United States or ]\v any State, or municipal or other cor- poration, or any share or interest in the stock of any bank, corporation or joint-stock association, incorporated or or- ganized under the laws of the United States or of any State, is not void, or voidable, because the vendor, at the time of making such contract, is not the owner or possessor of the certificate, or certificates, or other evidence of debt, share or interest.*' STOCK MARKETS AND EXCHANGES 289 It has been urged that this statute "specifically legalizes stock gambling." As a matter of fact, however, the law would be precisely the same if that statute were repealed, for it is the well-settled common law of this country, as established by the decisions of the Supreme Court of the United States and of the State courts, that all contracts, other than mere wagering contracts, for the future purchase or sale of securities or commodities are valid, whether the vendor is, or is not, at the time of making such contract, the OA^Tier or possessor of the securities or commodities in- volved, in the absence of a statute making such contracts ille- gal. So far as any of these transactions are mere wagering transactions, they are illegal, and not enforceable, as the law now stands. It has been suggested to us that there should be a re- quirement either by law or by rule of the Stock Exchange, that no one should sell anv securitv without identifving it bv numljer or otherwise. Such a rule would cause great practiciil difficulties in the case of securities not present in New York at the time when the owner desires to sell them, and would increase the labor and cost of doing business. But, even if this were not the effect, the plan contemplates a restriction upon short sales, which, for the reasons set forth above, seems to us undesirable. It is true that this identifi- cation plan exists in England as to sales of bank shares (Leeman act of 1867) ; but it has proved a dead letter. It has also been used in times of apprehended ]')nuic up(tu the French Bourse, but ()i)ini()iis in regard. to its effect there are conflicting. AVhile some contend that it has been useful i]i ]^reventing ]^anics, others affirm that it has bcf^n used simply for the "i^urpose of protecting bankers who were loaded down with certain securities whirli they were try- ing to distribute, and who, through ])olitic uiiddlcUK'n or speculators, until, in the course of tim(\ they find their way into the boxes of inves- tors. But })rudent investors arc not likely to be induci'il to buy securities which are not regularly quoted on some exchange, and which they cannot sell, or on which they can- not borrow money at their pleasure. If the securities are really good and bids and offers bona fide, open to all sellei-s aTul buyers, the operation is harmless. It is merely a method of bri]iging new investments into ]niblic notice. Till' second kind of manijudation mentioned is undoubt- edly o])en to serious cviticisui. It h;is for its objoct cither the creation of high ]iriccs for ])articular stocks in order to draw in the ]iulilic as luiyers and t<» unload u]ion them the holdings of the operators, or to depress the prices and in- STOCK MARKETS AND EXCHANGES 291 duco the public to sell. There have been instances of gross and unjustifiable manipulation of securities, as in the case of American Ice Stock. While we have been unable to dis- cover any complete remedy short of abolishing the Stock Exchange itself, we are convinced that the Exchange can prevent the worst forms of this evil by exercising its in- fluence and authority over the members to prevent them. AVhen continued manipulation exists it is patent to expe- rienced observers. "Wash-Sales" and "Matched Orders.** In the foregoing discussion we have confined ourselves to bona fide sales. So far as manipulation of either class is based upon fictitious or so-called "wash-sales," it is open to the severest condemnation, and should be prevented by all possible means. These fictitious sales are forbidden by the rules of all the regular exchanges, and are not enforceable at law. They are less frequent than many persons suppose. A transaction must take place u^Don the floor of the Exchange to be reported, and if not reported does not serve the pur- pose of those who engage in it. If it takes place on the floor of the Exchange, but is purely a pretense, the brokers Involved run the risk of detection and expulsion, which is to them a sentence of financial death. There is, however, another class of transactions called "matched orders, "which differ materially from those already mentioned, in that they are actual and enforceable contracts. "VYe refer to that class of transactions, engineered by some manipulator, who sends a number of orders simultaneously to differnit brokers, some to buv and some to sell. These brokers, without know- incf that other brokers have countervailing orders from the same principal, execute their orders uj^on the floor of the Exchange, and the transactions become binding contracts; they cause an appearance of activity in a certain security which is unreal. Since they are legal and binding, we find a difficulty in suggesting a legislative remedy. But where 292 STOCK MARKETS AND EXCHANGES the activities of two or more brokers in certain securities become so extreme as to indicate manipulation rather than genuine transactions, the officers of the Exchange would be remiss unless they exercised their influence and autliority upon such members in a way to cause them to desist from such suspicious and undesirable activity. As already stated, instances of continuous manipulation of particular securities are patent to cvorv experienced obsen'er, and could without difficulty be discouraired, if not prevented, by prompt action on the part of the Exchange authorities. Comers. The subject of corners in the stock market has engaged our attention. The Stock Exchange might properly adopt a rule providing that the governors shall have power to de- cide when a corner exists and to fix a settlement price, so as to relieve innocent persons from the injury or ruin which may result therefrom. The mere existence of such a rule would tend to prevent corners. Failures and Examination of Books. We have taken testimony on the subject of recent fail- ures of brokers, where it has been discovered that they were insolvent for a long period prior to the public declaration of failure, and where their activities after their insolvency not only caused great loss to their customers, but also, owing to their efforts to save themselves from bankruptcy, worked great injury to innocent outsiders. For cases of this char- acter there should be a law analogous to that forbidding banks to accept deposits after insolvency is known ; and we recommend a statute making it a misdemeanor for a broker to receive any securities or cash from any customer (except in liquidating or fortifying an existing account), or to make any further purchases or sales for his own account, after he has become insolvent; with the provision that a broker shall be deemed insolvent when he has on his books an ac- STOCK MARKETS AND EXCHANGES 293 count or accounts which, if liquidated, would exhaust his assets, unless he can show that he had reasonable ground to believe that such accounts were good. The advisability of requiring bj^ State authority an ex- amination of the books of all members of the Exchange, analogous to that required of banks, has been urged upon us. Doubtless some failures would be prevented by such a sys- tem rigidly enforced, although bank failures do occur in spite of the scrutiny of the examiners. Yet the relations between brokers and their customers are of so confidential a nature that we do not recommend an examination of their books by any public authority. The books and accounts of the members of the Exchange should, however, be subjected to periodic examination and inspection pursuant to rules and regulations to be prescribed by the Exchange, and the result should be promptly reported to the governors thereof. It is vain to say that a body possessing the powers of the board of governors of the Exchange, familiar with every de- tail of the mechanism, generally acquainted with the char- acteristics of members, cannot improve present conditions. It is a deplorable fact that with all their power and ability to be informed, it is generally only after a member or a fiiTQ is overtaken by disaster, involving scores or hundreds of innocent persons, and causing serious disturbances, that the Exchange authorities take action. No complaint can be registered against the severity of the punishment then meted out ; but in most cases the wrongdoing thus atoned for, which has been going on for a considerable period, might have been discovered under a proper system of supervision, and the vastly preponderant value of prevention over cure demonstrated. Rehypothecation of Securities. We have also considered the subject of reh^-pothecating, loaning and other use of securities by brokers who hold them for customers. So far as any broker applies to his 294 STOCK MARKETS AND EXCHANGES own use any securities belonging to a customer, or hypoth- ecates them for a greater amount tlian the unpaid balance of the purchase price, without the customer's consent, he is undoubtedlv t^uiltv of a conversion under the law as it exists today, and we call this fact to the attention of brokers and the public. When a broker sells the securities |)ur- chased for a customer who has paid therefor in whole or in part, excejjt upon the customer's default, or disposes of them for his own benefit, he should be held guilty of larceny, and we recommend a statute to that effect. Dealing for Clerks. The Exchange now has a rule forbidding anv member to deal or carrv an account for a clerk or emi)love of anv other member. This rule should be extended so as to pre- vent dealing for an account of any clerk or subordinate em- ploye of any bank, tinjst company, insurance comjiany, or other moneyed cori:)oration or banker. Listing Requirements. Before securities can be bought and sold on the Ex- change, they must be examined. The committee on Stock List is one of the most important ])arts of the organization, since public confidence depends u])on the honesty, im])ar- tiality, and thorijughness of its W(»rk. While the Exchange does not guarantee the character of any securities, or alTii in that the statements filed by the ])r(>moters are true, it certi- fies that due diligence and caution have been used by ex- perienced men in examining them. Admission to the list, therefore, establishes a presum})tion in t'axor of the sound- ness of the .security so admitted. Any securities authorized to be bought and sold on the Exchange, which have not been subjected to such serutiny, are said to be in the unlisted de- partment, and traders who deal in them do so at their owti ri.sk. We have given consideration to the subject of verify- iug the statements of fact contained in the papers filed with STOCK MARKETS AND EXCHANGES 295 the applications for listing, but we do not rcconnnond that either the State or the Exchange take such responsi])ility. Any attempt to do so would undoubtedly give the securities a standing in the eyes of the public which would not in all cases be justified. In our judgment, the Exchange should, however, adopt methods to compel the filing of frequent statements of the financial condition of the companies whose securities are listed, including balance sheets, income and expense accounts, etc., and should notify the public that these are open to examination under proper rules and regu- lations. The Exchange should also require that there be filed with future applications for listing a statement of what the capital stock of the company has been issued for, show- ing how much has been issued for cash, how much for prop- erty, with a description of the property, etc., and also show- ing what commission, if any, has been paid to the promo- ters or vendors. Furthermore, means should be adopted for holding those making the statements responsible for the truth thereof. The unlisted department, except for tem- porary issues, should be abolished. Fictitious Trades. Complaint is made that orders given by customers are sometimes not actually executed, although so reported by the broker. We recommend the passage of a statute, pro- viding that, in case it is pleaded in any suit by or against a broker that the purchase or sale was fictitious, or was not an actual bona fide purchase or sale by the broker as agent for the customer, the court or jury shall make a special find- ing upon that fact. Tn case it is found that the purchase or sale was not actual and bona fide, the customer shall recover three times the amount of the loss which he sustained there- by; and copies of the finding shall be sent to the district at- torney of the county and to the Exchange, if the broker be a member. 296 STOCK MARKETS AND EXCHANGES Unit of Trading. The Exchange should insist that all trading be done on the basis of a reasonably small unit (sav 100 shares of stock or $1,000 of bonds), and should not permit the offers of such lots, or bids for such lots, to be ignored by traders offering or bidding for larger amounts. The practice now permitted of allowing bids and offers for large amounts, all or none, assist the manipulation of prices. Thus a customer may send an order to sell 100 shares of a particular stock at par, and a broker mav offer to buv 1,000 shares, all or none, at 101, and yet no transaction take place. The bidder in such a case should be required to take all the shares offered at the lower price before bidding for a larger lot at a higher price. This would tend to prevent matched orders. Stock Clearing House. "We have also considered the subject of the Stock Ex- change Clearing House. \\'hile it is undoubtedly true that the clearing of stocks facilitates transactions which may be deemed purely manipulative, or virtually gambling trans- actions, nevertheless we are of the opinion that the Ex- change could not do its necessary and l(\u:itimate business but for the existence of the clearing system, and, therefore, that it is not wise to abolish it. The transactions in stocks which are cleared are trans- scribed each day on what are called "clearing sheets," and these sheets are passed into the Clearing House and there filed for one week only. In view of the value of these sheets as proving the transactions and the prices, they should be preserved by the Exchange for at least six years, and should be at the disposal of the courts, in case of any dispute. Specialists. We have received complaints that specialists on the floor of the Exchange, dealing in inactive securities, sometimes STOCK MARKETS AND EXCHANGES 297 buy or sell for their own account while acting as brokers. Such acts without the principal's consent are illegal. In every such case recourse may be had to the courts. Notwithstanding that the system of dealing in special- ties is subject to abuses, we are not convinced that the Eng- lish method of distinguishing between brokers and jobbers serves any better purpose than our own practice, while its introduction here would complicate business. It should also be noted that the practice of specialists in buying and sell- ing for their o^\ti account often serves to create a market where otherwise one would not exist. Branch Offices. Complaint has been made of branch offices in the city of New York, often luxuriously furnished and sometimes equipped with lunch rooms, cards, and liquor. The ten- dency of many of them is to increase the lure of the ticker by the temptation of creature comforts, appealing thus to many who would not otherwise speculate. The governors of the Exchange inform us that they realize that some of these offices have brought discredit on the Exchange, and that on certain occasions they have used their powers to suppress objectionable features. It seems to us that legitimate inves- tors and speculators might, without much hardship, be com- pelled to do business at the main offices, and that a hard- and-fast rule against all branch offices in the City of New York might well be adopted by the Exchange. In any event, we are convinced that a serious and offoctivo regulaticm of these branch offices is desirable. Incorporation of Exchange. We have been strongly urged to recommend that the Ex- change be incorporated, in order to bring it more completely under the authority and supervision of the State and the process of the courts. Under existing conditions, being a voluntary organization, it has almost unlimited power over 298 STOCK MARKETS AND EXCHANGES the conduct of its iiiciubers, and it ran subject tliein to in- stant discipline for wroncj-doini^, wliicli it could not exercise in a sulnmal'^■ manner if it were an incorporated bodv. AVe think that such ])ower residing in a properly chosen com- mittee is distinctly advantac^a'ous. The submission of such questions to the courts would involve delays and technical obstacles which would im})air discipline without securing anv greater measure of substantial justice. While this com- mittee is not entirely in accord on this point, no meml)er is yet prepared to advocate the incorporation of the Kxchange and a majority of us advise against it, upon the ground that the advantages to be gained by incorporation may be ac- complished by rules of the Exchange and hy statutes aimed directly at the evils which need correction. The Stock Exchange in the past, although frequently punisliing infractions of its rules with great severity, has, in our opinion, at times failed to take proper measures to prevent wrongdoing. This has been probably due not only to a conservative miwillingness to interfei'e in the business of others, but also to a spirit of comradeship which is very marked among brokers, and frequently leads them to over- look misconduct on the part of fellow-members, although at the same time it is a matter of cynical gossip and conunent in the street. The public has a right to expect something more than this from the Exchange and its members. This committee, in refraining from advising the incorporation of the Exchange, does so in the ex]iectation that the Exchange will in the future take full advantage of the ]iowers con- ferred ui)on it by its voluntary organization, and will be ac- tive in ])reventing wrongdoing. Then we believe that there will be no serious criticism of the fact tliat it is not incor- ])orated. If, however, wrongdoing recui's, and it a]»]H*ars to the public at large that the Exchange has been derelict in exerting its ])owers and authority to ju'event it, we believe that the ])ublic will insist u]ion the incor]->oration of the Ex- change and its subjection to state authority and sujicrvision. STOCK MARKETS AND EXCHANGES 299 Wall Street as a Factor. There is a tendeiiev on tlie part of the public to consider Wall Street and the New York Stock Exchange as one and the same thing. This is an error arising from their location. We have taken pains to ascertain what proportion of the ])nsiness transacted on the Exchange is furnished by New York City. Tlu^ only reliable sources of information are the books of the commission houses. An investigation was made of the transactions on the Exchange for a given day, when the sales were 1,500,000 shares. The returns showed that on that day 52 per cent of the total transactions on the Exchange apparently originated in New York City, and 48 per cent in other localities. The Consolidated Stock Exchange. Tlie Consolidated Exchange was organized as a minmg stock exchange in 1875, altering its name and business in 1886. Although of far less importance than the Stock Ex- change, it is nevertheless a secondary market of no mean proportions; by far the greater part of the trading Is in se- curities listed upon the main exchange, and prices are based upon the quotations made there. The sales average about 45,000,000 shares per annum. Tlie fact that its members make a specialty of ''broken lots," i. e., transactions in shares less than the 100 unit, is used as a ground for the claim that it is a serviceable institution for investors of rel- atively small means. But it is obvious that its utility as a provider of ca]utal for enterprises is exceedingly liuiited; and that it affords faeilities for the most injui-ious form of speculation — that whieh attracts ]iersons of small means. It also permits dealing in shares not listed in the main exchange, and in certain mining shares genei-ally excluded from the other. In these cases it prescribes a form of listing requirements, but the original listing of securities is very rarely availed of. Tlie rules also provide for dealing 300 STOCK MARKETS AND EXCHANGES in grain, petroleum, and other products. "Wheat is, how- ever, at present the only commodity actively dealt in, and this is due solely to the permission to trade in smaller lots than the Produce Exchange unit of 5,000 hushels. There are 1,225 members, about 450 active, and mem- berships have sold in recent years at from $650 to $2,000, In general the methods of conducting business are similar to those of the larger exchange, and subject to the same abuses. Very strained relations have existed between the two security exchanges since the lesser one undertook in 1886 to deal in stocks. The tension has been increased by the methods by which the Consolidated obtains the quotations of the other, through the use of the ''tickers" conveying them. It is probable that without the use of these instru- ments the business of the Consolidated Exchange would be paralyzed; yet the right to use them rests solely upon a technical point in a judicial decision which enjoins their removal. Holding Companies. Connected with operations on the Stock Exchange are a class of manipulations originating elsewhere. The values of railway securities, for examjile, depend upon the man- agement of the companies issuing them, the directors of which may use their power to increase, diminish, or even extinguish them, while they make gains for themselves by operations on the exchange. They may advance the price of a stock by an unexpected dividend, or de])ress it by passing an expected one. Tliey may water a stock by is- suing new shares, with no proportionate addition to the productive assets of the company, or load it with indebt- edness, putting an unexpected lien on the shareholders' property. Such transactions affect not only the fortunes of the shareholders, who are designedly kept in ignorance of what is transpiring, but also the value of investments in STOCK IVIARKETS AND EXCHANGES 301 other similar companies, the securities of which are affected s^^llpathetically. Railroad wrecking was more common in the last half century than it is now, but we have some glaring examples of it in the debris of our street railways today. The existence and misuse of such powers on the part of directors are a menace to corporate property and a temp- tation to officials who are inclined to speculate, leadina; them to manage the property so as to fill their own pockets by indirect and secret methods. A liolding company represents the greatest concentra- tion of power in a body of directors and the extreme of helplessness on the part of shareholders. A corporation may be so organized that its bonds and preferred stock represent the gi^eater part of its capital, while the common stock represents the actual control. Then, if a second com- pany acquires a majority of the common stock, or a majority of the shares that are likely to be voted at elections, it may control the fonner company, and as many other com- panies as it can secure. The shareholders of the subsidiary companies may be thus practically deprived of power to protect themselves against injurious measures and even to obtain information of what the holding company is doing, or intends to do, with their property. As a first step toward mitigating this evil we suggest that the shareholders of subsidiary companies, which are dominated by holding companies, or voting trusts, shall have the same right to examine the books, records and ac- counts of such holding companies, or voting trusts, that they have in respect of the companies whose shares they hold, and that the shareholders of holding companies have the same right as regards the books, records and accounts of the subsidiary companies. The accounts of companies not merged should be separately kept and separately stat- ed to their individual stockholders, however few they may be. 302 STOCK MARKETS AND EXCHANGES Wo may point out the fact that the powers wliidi ]i<»ld- ing c()in])anies now exercise were never contemplated, or ima.2:ined, when joint-stock corporations were first legal- ized. If P.irl lament and legislatures had forseen their growth, ihcy W(»uld June erected harriers against it. Receiverships. Our attention has heen directed to "the well-known ahus- es frequently accompanying receiverships of large cor- porations, and more esj^ecially puhlic service corporations, and the issue of receivers' certificates. AVe feel that the numerous cases of long drawn-out receiverships, in some instances lasting more than ten years, and of the issue of large amounts of receivers' certificates which takc^ }>re- cedence over even first mortgage bonds, are deserving of most serious consideration. Legislation providing for a short-time limitation on receiverships, or for a limitation of receivers' certificates to a small percentage of the mortgage liens on the pro})- ertv, could be rendered unnecessarv, however, bv the ac- tion of the courts themselves along these lines, so as to make common past abuses imi3ossibk' in the future. Effects of the Money Market on Speculation. Tt has l)een urged that vour eoniniittee consider the in- flueuee of the money market upon security si>eculation. As a result of conditions to which the defects of our monetarv and banking svstems chieflv contribute, there is frequently a congestion of funds in New York City, when the supi>ly is in excess of Imsiness needs and tlie accumu- lated sur]dus frrim the entire country generally is thereby set free for use in Ihe speculative market. Tluis there al- most annually occurs an inordinately low rate for "call loans," at times less than one per cent. During the prev- alence of this abnonnally low rate speculation is unduly incited, and speculative loans are very largely expanded. STOCK MARKETS AND EXCHANGES 303 On the other hand, occasional extraordinary industrial activity, coupled with the annually recurring demands for money during the crop-moving season, causes money strin- gency, and the calling of loans made to the stock market; an abnomially high interest rate results, attended by violent reaction in speculation and al)ru]it fall in prices. The pressure to retain funds in the speculative field at these excessivelv hie;h interest rates tends to a curtailment of reasonable accommodation to commercial and manufac- turing interests, frequently causing embarrassment and at times menacing a crisis. The economic questions involved in these conditions are the subject of present consideration by the Federal authorities and the National ^lonetary Commission. They could not be adjusted or adequately controlled either through Exchange regulation or State legislation. The Usury Law. The usury law of this State prohibits the taking of more than 6 per cent interest for the loan of money, but by an amendment adopted in 1882 an exception is made in the case of loans of $5,000 or more, payable on demand and se- cured by collateral. It is claimed by some that, since this exception enables stock speculators, in times of great stringency, to bon*ow money by paying excessively high rates of interest, to the exclusion of other borrowers, a re- peal of this provision would check inordinate speculation. We direct attention, however, to the fact that the statute in question excepts such loans as are secured by warehouse receipts, bills of lading, bills of exchange, and other nego- tiable instruments. Hence, its operation is not limited to Stock Exchange transactions, or to speculative loans in general, ^loreover, the repeal of the statute would affect only the conditions when high rates of interest are exacted, Avhich really ]n'omote excessive speculation. Finally, our examination indicates that prior to the enactment of the 304 STOCK MARKETS AND EXCHANGES statute of 1882 such loans were negotiated at the maximum (6 per cent), plus a commission, which made it equivalent to the higher rate; and a repeal of the statute would lead to the resum]^ti.on of this practice. Therefore, as the repeal would not be beneficial, we cannot recommend any legisla- tion bearing ui)on the interest laws of the State unless it be the repeal of tlie usury law nltogether, as we believe that money will inevitably seek the point of highest return for its use. Tn nine states of the Union there are at present no usurv laws. The Curb Market. There is an unorganized stock market held in the open air during exchange hours. It occupies a section of Broad Street. An enclosure in the center of the roadway is made by means of a rope, within which the traders are supposed to confine themselves, leaving space on either side for the passage of street traffic; but during days of active trading the crowd often extends from curl) to curb. There are about 200 subscribers, of whom ])rol)ably 150 appear on the curb each day, and the machinery of the op- erations requires the presence of as many messenger boys and clerks. Such obstruction of a public thoroughfare is obviously illegal, but no attempt has been made by the city authorities to disperse the crowd that habitually as- sembles there. This open-ail' market, we understand is dependent for the great bulk of its l)usiness upon members of the Stock Exchange, a])])7-oxiniately 85 per cent of the orders execu- ted on the curb coming from Stock Exchange houses. The Exchange itself keeps the curb market in the street, since it forbids its own members engaging in any transaction in anv other securitv exchange in New York. If the curb were put under a roof and organized, this trading could not be maintained. STOCK MARKETS AND EXCHANGES 305 Its Utility. The curb market has existed for upwards of thirty years, but only since the great development of trading in secu- rities began, about the year 1897, has it really become im- portant. It affords a public market place where all per- sons can buy and sell securities which are not listed on any organized exchange. Such rules and regulations as exist are agreed to by common consent, and the expenses of maintenance are paid by voluntary subscription. An agen- cy has been established by common consent through which the lilies and regulations are prescribed. This agency consists solely of an individual who, through his long association with the curb, is tacitly ac- cepted as arbiter. From this source we learn that sales recorded dunng the year 1908 were roughly as follows: Bonds .....' $66,000,000 Stocks, industrials, shares 4,770,000 Stocks, mining, shares 41,825,000 Official quotations are issued daily by the agency and appear in the public press. Corporations desiring their se- curities to be thus quoted are required to afford the agency certain information, which is, however, superficial and in- complete. There is nothing on the curb which corresponds to the listing process of the Stock Exchange. The latter, while not guaranteeing the soimdness of the securities, gives a prima facie character to those on the list, since the stock list committee takes some pains to learn the truth. The decisions of the agent of the curb are based on insuffi- cient data, and since much of the work relates to mining schemes in distant states and territories, and foreign coun- tries, the mere fact that a security is quoted on the curb should create no presumption in its favor; quotations fre- quently represent ''wash sales," thus facilitating enter- prises. B.VII— 20 306 STOCK MARKETS AND EXCHANGES Evils of Unorganized Status. Bitter complaints have reached us of frauds perpetrated upon confiding jiersons, who have been induced to purchase mining shares because they are quoted on the curb; these are frequently advertised in newspapers and circulars sent through the mails as so quoted. Some of these swindles liave been traced to their fountain-heads bv the Post Office I)ei>artnient, to which complaint has been made; but usu- ally the swindler, when cornered, has settled privately with the individual complainant, and then the prosecution has failed for want of testimony. ^leanwhile the same op- erations may continue in many other places, till the swindle becomes too notorious to be profitable. Notwithstanding the lack of proper supervision and control over the admission of securities to the privilege of quotation, some of them are meritorious, and in this partic- ular the curb performs a useful function. The existence of the cited al)uses does not, in our judgment, demand tlie abolition of the curb market. Regulation is, however, im- perative. To require an elaborate organization similar to" that existing in the exchanges would result in the foiina- tion of another curb free from such restraint. As has been stated, about 85 per cent of the l)usiness of the curb comes through the offices of members of the New York Stock Exchange, but a provision of the constitution of that Exchange prohibits its members from liecoming members of, or dealing on any other organized Stock Ex- change in New Y(U'k. Accordincrly, operatoi^s on the curb market have not att(>m]")ted to form an organization. The attitude of the Stock Exchange is therefore largely respon- sil)le for the existence of sucli abuses as result from the want of organization of the curl) market. The brokers dealing on tlie latter do not wish to lose their best custom- ers, and hence they submit to these irregularities and in- conveniences. STOCK MARKETS AND EXCHANGES 307 Some of the members of the Exchange dealing on the curb have apparently been satisfied with the prevailing conditions, and in their own selfish interests have main- tained an attitnde of indifference toward abnses. We are informed that some of the most flagrant cases of discred- itable enterprises finding dealings on the cnrb were pro- moted by members of the New York Stock Exchange. Reformation of the Curb. The present apparent attitude of the Exchange toward the curb seems to us clearly inconsistent with its moral ob- ligations to the community at large. Its governors have freqTU'utly avowed before this committee a purpose to co- operate to the greatest extent for the remedy of any evils found to exist in stock speculation. The cm'b market as at present constituted aft"(U-ds amj^le opportunity for the ex- ercise of such helpfulness. The Stock Exchange should compel the formulation and enforcement of such rules as may seem proper for the regu- lation of business on the curb, the conduct of those dealing thereon, and, particularly, for the admission of securities to quotation. If the curb brokers were notified that failure to comply with such requirements would be followed by an applica- tion of the rule of non-intercourse, there is little doubt that the orders of the Exchange would be obeyed. The exist- ing connection of the Exchange gives it am]^le power to ac- complish this, and we do not suggest anything implying a more intimate connection. Under such regulation, the curl) market might be de- cently housed to the relief of its members and the general pul)Iic. The Abuse of Advertising. A large part of the discredit in the public mind attach- ing to "Wall Street" is due to frauds perpetrated on the 308 STOCK MARKETS AND EXCHANGES small investor throughout the country in the sale of worth- less securities bv means of allurins: circulars and adver- tisements in the newspapers. To the success of such swin- dling enterprises a portion of the press contributes. Papers which honestly try to distinguish between swin- dling advertisements and others, may not in every instance succeed in doing so; but readiness to accept advertisements which are obviously traps for the unwary is evidence of a moral delinquency which should draw out the severest pub- lic condemnation. So far as the press in the large cities is concerned the correction of the e^il lies, in some measure, in the hands of the reputable bankei*s and brokers, who, by refusing their advertising patronage to newspapers notoriously guilty in this respect, could compel them to mend their ways, and at the same time prevent fraudulent schemes from deriving an appearance of merit by association with reputable names. Another serious evil is committed by men who give standing to promotions by serving as directors without full knowledge of the affairs of the companies, and by allowing their names to appear in prospectuses without knowing the accuracy and good faith of the statements contained there- in. Investors naturally pay great regard to the element of personal character, both in the offering of securities and in the management of corporations, and can therefore be de- ceived by the names used in unsound promotions. British System Considered. We have given much attention to proposals for com- pelling registration, by a bureau of the State government, of all corporations whose securities are offered for public sale in this State, accompanied by information regarding their financial responsibility and prospects, and prohibiting the public advertisement or sale of such securities without a certificate from the bureau that the issuing company has STOCK MARKETS AND EXCHANGES 309 been so registered. The object of such registration would be to identify the promoters, so that they might be readily pros- ecuted in case of fraud. Such a svstem exists in Great Britain. The British "Companies Act'' provides for such registration, and the "Directors' Liability Act" regulates the other evil referred to above. Some members of your committee are of the opinion that these laws should be adopted in this country, so far as they will fit conditions here. This would meet with some difficulties, due in part to our multiple system of State government. If the law were in force only in this State, the advertisement and sale of the securities in question would be unhindered in other mar- kets, and companies would be incorporated in other States, in order that their directors and promoters should escape liability. The certificate of registration might be accepted by inexperienced persons as an approval by State author- ity of the enterprise in question. For these reasons the majority of your committee does not recommend the reg- ulation of such advertising and sale by State registration. In so far as the misuse of the post office for the distribu- tion of swindling circulars could be regulated by the Fed- eral authorities, the officials have been active in checking it. They inform us that vendors of worthless securities are aided materially by the opportunity to obtain fictitious price quotations for them on the New York Curb market. Legislation Recommended. For the regulation of the advertising evils, including the vicious "tipster's" cards, we recommend an amendment to the Penal Code to provide that any person who adver- tises, in the public press or other^vise, or publishes, distrib- utes or mails, any prospectus, circular or other statement in regard to the value of any stock, bonds, or other secu- rities, or in regard to the business affairs, property, or finan- cial condition of any corporation, joint-stock association, 310 STOCK MARKETS AND EXCHANGES copartiuTship nr iiidividual issuing stuck, bonds, vv other similar secnriti<'S, which contains anv statement of fact vvhicli is known t(> such person to be false, or as to which such person lias no reasonable grounds for believing it to ])e true, or any promises or predictions which he cannot reason- ably justify, shall be guilty of a misdemeanctr; and, further, that every newspaper or other publication printing or pub- lishing such au advertisement, prospectus, circular, or oth- er statement, shall, before printing or })ublishing the same, obtain from the person responsible for the same, and retain, a written and signed statement to the effect that such person accepts resjX)nsil)ility for the same, and for the statements of fact contained therein, which statement shall give the address, with street numl)er, of such person; and that the publisher of any such newspaper or other publica- tion which shall fail to o])tain and retain such statement shall be guilty of a misdemeanor. Bucket-Shops. Bucket-shops are ostensibly brokerage offices, where, however, commodities and securities are neither bought nor sold in jjursuance of customers' orders, the transac- tions being closed by the payment of gains or losses, as de- termined by price quotations. In other words, they are merely places for the registration of bets or wagers; their machinery is generally controlled by the keepers who can delay or manipulate the quotations at will. The law of this State, which took effect September 1, H>ns, makes the keei)ing of a bucket-shoj) a fehmy. ]mu- isha)>le by fine and im])risoinuent, and in the case of coi-- porations, on second olfenses l)y dissolution or ex])ulsion from the State. Tn ihe case of individuals Ihe ]K'nalty for a second offense is the same as for the first. These penal- ties are imposed upi"actice is gam- bling ; but in order to establish the fact of gambling it is nec- essary, under the New York law, to show that both parties STOCK MARKETS AND EXCHANGES 311 to the trade intended that it should l)e settled by the pay- ment of differences, and not by delivery of property. Un- der the law of Massachusetts it is necessary to show only that the bucket-shop keeper so intended. The Massachu- setts law provides heavier penalties for the second offense than for the first, and makes it a second offense if a bucket- shoj) is kept open after the first conviction. Amendment of Law Recommended. AYe recommend that the foregoing features of the Massa- chusetts law be adopted in this State; also that section 355 of the act of 1908 be amended so as to require brokers to furnish their customers in all cases, and not merely on de- mand, the names of brokers from whom shares were bought and to whom they were sold; and that the following section be added to the act: AYitness 's privilege : No person shall be excused from attending and testify- ing, or producing any books, papers, or other documents before any court or magistrate, upon any trial, investiga- tion, or proceeding initiated by the district attorney for a violation of any of the provisions of this chapter, upon the ground <»i- for the reason that the testimony or evidence, documcntai'v or otherwise, required of him may tend to convict him of a crime or subject him to a penalty or for- feiture; but no person shall ])c prosecuted or sul^jected to any forfeiture for or on account of any transaction, matter, or thing concerning whicli he may so testify or produce ev- idence, documentary or otherwise, and no testimon}' so given or produced shall be received against him upon any criminal investigation or proceeding. There has been a sensible diminution in the number of bucket-shops in New York since the act of 1908 took effect. Continuous quotations of prices from an exchange are indispensable to a bucket-shop, and when such quotations are cut off this gamljling ends. CLASSIFICATION OF BONDS.* BY FREDERICK LOWNHAUPT. [ From Lownhaupl'i "Investment Bonds."] American financiers have often been under necessity of producing a security with new and attractive features. At times distinctive and peculiar conditions have had to be met. With characteristic ingenuity they have usually succeeded, in consequence of which there is now a diversity of securities that quite demand close study for a full ap- preciation of their scope and nature. Great coi-porate needs have produced volume, coincident with which have been developed two characteristics of the bond branch of the security market, variety and novelty. The average investor is perplexed to distinguish various issues so he may make a conservative judgment. He is not alone. Many another, though familiar with finance, is nonplussed to make a clear and comprehensive classification. Some difficulty arises from difference of name where the issues are identical with the exception of some unimportant fea- ture. When the chief characteristic or some distinctive feature is taken as a basis, the task is comparatively easy; but beyond such general distinctions classification becomes somewhat involved. Several are used by financial writers, differing in detail yet built upon ]iractically the same foun- dation. All are essentially correct. Indeed it is impos- sible to make an arrangement of bonds admitting of no variation. The most general is to group them under one or the other of two heads, namely, Mortgage and Debenture bonds. Enlarging somewhat upon this they are grouped as ^lortgage, Equipment, Land Grant, Collateral Trust, Prior Lien, Debenture and Income, which is about the •Courtesy of Messrs. G. P. Putnam's Sons. 312 CLASSIFICATION OF BONDS 313 greatest number of general groups practicable; a finer divi- sion immediately emphasizes distinctions of individual is- sues. Prom a market point of view solely, bonds and fund- ed investments are often put into three divisions, railway, industrial, and miscellaneous. From this same point of view, under miscellaneous bonds are included industrial issues and so making this division to consist of issues of foreign governments, public service corporations and in- dustrial companies. The present classification proceeds differently by presenting the bonds arranged under cor- porate groups and then considering the individual issues. Before discussing the bonds it is expedient to consider the issuing cor])oi'ations, with a brief inquiry into their na- ture and classification. Though not prerequisite to an un- derstanding of the subject such general knowledge con- tributes measurably toward a clear conception of the nature and functions of the various bonds. It is important to know in what division each corporation lies and in a general way what t^^oes of bonds it issues. Of corporations there are three kinds: Public, Quasi- Public, and Private, their names indicating, in a measure, their functions. The public corporation, very generally called municipal, is a political division empowered by law to do such acts as are necessary for the well being and ad- vancement of the commonwealth ; its particular functions are many and it is conducted for no gain save the public good; its operations are limited to the territory over which it has jurisdiction and its officers are largely elected by its citizens. Municipal corporations are classified by law, generally according to population and assessed valuation, and their powers are defined according to class. Cities and counties are representative examples. The private corporation is exactly the opposite; it is formed for pecuniary gain and its activities may be universal; it gets its being and powers from the law, and, when not violating its provisions, is not amenable in any sense. In organiza- 314 FREDERICK LOWNHAUPT tion and operation it is entirely different from tlie pul)lic corporation and is typified in a mannfaeturin^^ company. Quasi-])nl)lic corporations partake of the nature of Ixtth l>ul)]ic and private, thon,i,di in law they are considered as of the latter kind. Tlieir services, nevertheless, are es- sentially ])nl)lie— hence, the classification. Formed })rimarily for private gain, they have rights that are strictly private and hevond legislative control, vet thev mav be sub- jected to consideral)le regulation ])y State and Federal authorities. The steam railroads and public service cor- ])orations fall in this categor}^ Of those corporations other than iniblic, there are manv whose status is not vet clearlv and finally defined, since auth<»rities on the subject are divided. The best legal minds are far from unanimous on the identity of some corporations in so far as it is fixed by their functions. Whether these functions are private or quasi-public is a mooted question. With this as a safe ])asis, investment bonds mav be classified first l)v two great general divisions, putting into one those issued by public corporations and into the other those issued by ]n'ivate and quasi-] )ublic roi-] (orations. Municipal and State. Considering these general divisions, in the first we find three classes under which may be grouped, liowcvci- desig- nated by name, all of such securities issued Ity ])ul»Iic cor- I)orations, I^ci-y municipality is under the necessity of maintaining juiblic works and making im))rovements, such as building (A' 1 (ridges, sewers, and waterworks U) finance which it is generally necessary to issue bonds. Part of this funded (lel)t is often known as cor])orate stodc which is onlv those long-term Ixnids issued for iK'iinanent im- ])rovements in distincti(>n to the assessment bonds issued to provide funds for all woi'k done by contract, the ex- pense of which is to be collected by assessment from ])rop- ertv benefited b\- the work. Likewise everv State has CLASSIFICATION OF BONDS 315 similar duties; additional liii2;li\vays may be needed — a canal may be demanded l)y business conditions — the require- ments for educational purposes may be enlarii;in.2^, for all of which, after the proper legislative authorization, the funds are usually provided by an issue of bonds. Federal Government. The Federal Government, too, has many matters to look after. Its duties are all public, of course, but their scope is much broader. It must finance such projects as are authorized by proper legislation. Building a canal such as the Panama, for instance, would generally be financed by bond issue, as would the prosecution of a war. The general acceptation of the tenn ''municipal" as ap])lied to bonds, contemplates those minor civil divisions smaller than a state, although, strictly speaking, all public cor- porations are municipal. Industrial, Railroad, Public Service. Tn the second general division, private and quasi-]">ublic Corporations, there are a greater number of classes. Every progressive manufacturing company has need for a new capital from time to time; growth of business means en- largement of plant or acquirement of other plants. To finance these operations, in part at least, bond issues are often made. Consolidation and extension of the great net work of steam railways throughout this country jn-oduces great amounts of bonds; the railways unceasingly increase their mileage and improve their facilities. Numerous trac- tion lines, which operate largely in cities, also produce a considerable amount of bonds. The marvellous develop- ment of electric motive power has given a great stinudus to this form of enten')rise, and much of the necessary capital is obtained through ]>ond issue. Another source from which many bonds are put into the market are public service coi-porations. The rapid growth of the country 316 FREDERICK LOWNHAUPT necessitates installation of public utilities everywhere, and accordingly new waterworks are built, new gas, electric, and power plants are constructed and telephone facilities extended. The call for funds in this direction is largely met bv issue of this kind of security. Still other bonds, al- though comparatively few, are placed on the market — those issued by navigation lines whose needs are similar t<» those of other transportation companies in the way of new equip- ment, new and larger terminals, etc., and which are pro- vided to some extent bv bond issues. Improvement, Equipment. Considering issues individually, some are found to be the natural product of the growth of corporations. Any cor- poration may issue a type of improvement bond to finance specific or general permanent improvements and if there is definite security, a condition wholly dependent upon the kind of corporation, it generally takes the fonn of an en- cumbrance on the property benefited. The railroads are practically alone in issue of what are kno\\Ti as extension and construction bonds, both of which finance the building of new trackage, and are usually secured by a first mortgage on the property created; their issue is progressive with the work. Again railroads often buy up other railroad prop- erties and sometimes need more land for terminals. An is- sue of purchase money bonds may be made, secured by a lien on the property obtained. This acquired ju'operty may have a debt, and where such is the case, the purchaser usually provides for it. However, this is not exclusively a railroad type although practically all of this name have come from that source. It is frequently necessary for a railroad to increase the number of its cars to care for grow- insr business, and there mav be no other available means of obtaininc: necessarv funds save through an issue of "Car- Trust" or equipment bonds. Strictly speaking, a *' Car- Trust" bond (or certificate, as it is sometimes kno^^-n), is CLASSIFICATION OF BONDS 317 an obligation issued by a concern known as a car trust. Its security is the cars, which have been purchased from a manufacturing company and rented to a railroad company until full payment is made, periodical payments being pro- vided for, which go to make payments on the bonds. The equipment obligation differs in that it is not issued by a car trust and is somewhat broader in scope, including, as it may, locomotives, boats, etc. This distinction should be remembered for yet another reason, and that is, that equip- ment bonds are not necessarily railroad issues: a manu- facturing company may, quite as well, put out such bonds to purchase machinery and equipment. Founders, Mortgage, Refunding. A bond rarely used in this country but quite well known abroad is termed founders. It is generally given to the promoters of an enterprise in the nature of a bonus in a similar manner that stock is given in this country. Technicallv, it mav be considered more as stock than as a bond though it is often designated by the latter term. Ac- companying the imiversal tendency toward corporate con- solidation has come the necessity of bond issues adapted to this condition. To this end we have such securities as general mortgage bonds which may be issued by any cor- poration other than public and are generally secured by a lien on the property in its entirety. In scattered in- stances they constitute a first lien; but are gencrallv sub- ject to some prior liens. Akin to this are consolidated and ^'Blanket" mortgage bonds. The former usually puts a new security on an entire group of properties already fully covered individuallv and while therefore secured bv a mortgage on all the properties, this lien too is generally subject to some of prior right. Scarcely any distinction is to be made between the so-called "Blanket" mortgage bond and the two others just mentioned. The term is generic m its significance and whenever used, which is 318 FREDERICK LOWNHAUPT seldom, is little else than synonymous — it may aptly de- scribe either of the otheis. In the issue oi" such c(»mpre- honsivc ni()rt,ii:a.i::os provision is almost invariably made for ret'unclin;^ other issues as they mature, these issues being much smaller and generally a i)rior lien and being provided for l)y an ai-rangcnicnt lor their exchange for the proper amount of the larger issue. Very frequently, however, issues are made specifically designed for tlie purpose of re- funding, which gives the name to a very large amount of bonds at ])resent in the market. Any kind of corp(jration may issue these, which are essentially a continuation of a former debt beyond its maturity. When the matiu'ing bond is not retired in exchange for a proportionate amount of the new^ issue, it is cancelled and payment made through sale of part of the issue. Refunding issues are generally as well secured as the bonds they retire. A few corpora- tions, mostly railroads, have found it expedient to consoli- date much of their funded del)t, covei'ing it by only one issue of bonds known as unified. In this way a simi)lilica- tion is accomplished ])y uniting luider a single issue a mass of miscellaneous obligations. The advantages to be de- rived from this procedure are not a few. One is increased facility of management of the del)t — another, the generally better market which the new security enj(\vs over those it displaces. The whole operation is indeed in most respects analogous to refunding. What differences exist are unim- portant. Lien. The rehabilitation of many corporations, through rear- rangement of their liuances, before or after a critical jioint was reached, evolved a number of ty])es peculiar to such conditions. Kehabilitation after this manner was in every instance a form of reorganization out of which came such bonds as reorganization lien. The characteristics of these issues grew out of the attending circumstances and they CLASSIFICATION OF BONDS 319 were generally vested with only a junior lien on the prop- erty reorganized. But as reorganization of a company means settlement of the claims of the various interested parties on a satisfactory basis, there has been issued oc- casionally a form of bond in many respects similar to the last mentioned and called adjustment. Always an out- gnnvtli of such conditions, its features have been de- termined accordingly. In this way additional capital for improvements has been realized, while a lien, only junior in its preferment, has been given. An excellent example of this type of security is the Atchison, Topeka & Santa Pe 4 per cent adjustment issue, growing out of reor- ganization of that road in 1896. The success of a reor- ganization plan is generally dependent upon the ability to secure additional funds. So to insure this, it has some- times been necessary to give a preferential claim to those providing the funds. A prior lien bond has therefore been issued. Practically all such issues are railroad ol)liga- tions secured by mortgage but are not always, as might naturally be supposed, the first ol)ligation of the issuing company. The name is but a relative temi and may mean no more than that the bond is prior to some other specified issue. As mortgages covering prior lien bonds are usually general in character, embracing much property, they are, like all such, subject to other liens. The distinction there- fore, between prior lieu bonds and those having a prior lieu is to be marked. Tlu^ I'j-ic Railroad, among others, has a representative prior lien issue. Income. Insolvency and reorganization produce still another bond. At such times concessions are required of some se- curity holders, and for the compensation of those making the sacrifice there is issued the income bond. With few exceptions, this has been its orgin; it is, however, fast dis- appearing from the lists. Briefly stated, it is an obligation 320 FREDERICK LOWNHAUPT the interest on which is payable out of net earnings after all fixed charges have been met. Interest, therefore, is contingent, being entirely dependent upon the earnings of the company and still further uncertain, in that it is payable or not in the discretion of the mangement. Sometimes it is cumulative, standing as a charge ahead of all dividends on the stock. Generally such bonds are mortgage secured as to i^rincipal and are always a jimior lien. Assented Income. The status of an income bond may be changed by agree- ment. Absorption of a small line of railway by a great system usually brings about a modification of the securities of the former; the larger company may wish to withdraw certain issues, for which privilege it makes attractive offers to the holders. Tn the case of the assented income bond a fixed and regular interest return is assured where form- erly it was contingent. For this the company is given some privilege, say perhaps to retire them before maturity at a stipulated price. Concurrence of the bondholders in such an arrangement gives rise to the name. Collateral Trust. A t}^')Q of bond which came into prominence and favor within the past few years but whose po]^iilarity is now waning, is that which depends for its safety entirely or almost entirely upon the pledge of other securities usually taken from the treasury of the issuing company or system and placed in trust, under the terms of the collateral mort- gage, to secure payment of principal and interest. These securities may consist wholly or in part of stocks or bonds, and are generally the obligations of auxiliary com- panies. Up to about the year 1900, bonds were exten- tensivelv used as securitv and nearlv all of first and second mortgage; subsequently, deposit of stock only became the general practice. Under variously named CLASSIFICATION OF BONDS 321 issues, practically all of the railways and many •other cor- porations report large collateral trust mortgages. Many such issues have found their source in the holding com- pany, a corporation having no independent credit and usually operating no properties and whose assets con- sist largeh' of stocks and bonds of other companies. In fact, this, with but one other kind, the debenture, is the only bond obligation such a company can issue. A large number of companies are both holding and operating, when of course, they may issue any kind. Typical examples of a purely holding company were to be found in the Northern Securities Company and the United States Steel Corpora- tion when it was first organized. At present, the United States Steel Corporation, Pennsylvania Railroad, and Union Pacific Railroad are excellent examples of companies both holding and operating. Joint. What may be a collateral trust obligation (though it may be any other) is the joint bond; as such it was exempli- fied in the Great Northern-Northern Pacific Joint 4's is- sued in 1901 and secured by deposit of Chicago, Burlington & Quincy Railroad stock. Taking this as representative, it is a security issued by two or more companies (usually two), each company being liable for its proportion of the bonds, both principal and interest. Provision is usually made that should either company default in its obligations, the company not defaulting shall become owner of the en- tire property and shall liecome liable in severalty upon all covenants contained in the bonds. Participating. Past success in the flotation of some large blocks of col- lateral trust bonds may be attributed to one or more special features embodied. An expedient that has been used is permission to share beyond the regular fixed rate of inter- B.VII— 21 322 FREDERICK LOWNHAUPT est in profits that niij^ht accnio under certain eonditions. The arrani^^enient as generally carried out allows ])articipa- tion to a si)ecitied i)roi>ortion in any increased dividend that may be declared on the nnderlyinj^: stock collateral. A notable example was the Oreiron Short Line R. R. 4's is- sued in 1902. Another bond that enjoys the possibility of larger return thr(ni<,di increased income or profits on underlying: collateral is that known as profit sharing. The form is very seldom used, the best-kno^^^l issue being that of the London LTnderground Electric Railways. Its se- curity lies in deposit of stock as a basis, which stock is de- posited at a certain price, the provisions of the mortgage permitting its sale when the market assures a jirofit, the sale price of course being above that at which the stock was deposited as collateral. In the event of disposition of tiie stock prior to the due date of the bonds the holders share in the profits realized from such sale. Convertible. The convertible jjond is the eml)odiment of anotlier idea involving profit-sharing provisions. A^ery frequently a corporation cannot issue stock to advantage as a means of obtaining funds for its needs and is therefore restricted to some method entailing pledge of its property or credit. Prevailing conditions may hold out large promises of suc- cess for an issue of convertible bonds as the only ty]ie ex- actly filling the requirements of the situation. This privilege of conversion, the feature of this type, is incor- ]>orate(l in the mortgage and allows the holder to convert his securitv into some other form of obligation, usuallv stock, within a spi'citied time and at a sjiecified rate. What may become the source of profit is the j)ossible high market price on the stock at the time the privilege is exercised. P)y then exchanging the bonds for stock and turning that into the market a substantial profit could be realized. A high quotation for the stock substantially indicates sound CLASSIFICATION OF BONDS 323 business conditions and increased profits in which the convcrtibk; bondhokkn* is thus privik\i^ed to share. Sinking Fund Redeemable. Most bonds run for a definite period of time; that is, they are intended to live out their allotted number of years. Among- those otherwise designed are some subject to re- purchase by the issuing corporation within a specified time or at a certain date. To accomplish this a certain amount of money is set aside — more often annually — to retire the bonds at that time. It is customary with many nuniicipal and public seryice corporations and also with nearly all companies whose assets are gradually depleted by the operations of business to follow this plan, thus establish- ing what is known as a sinking fund. All bonds that may be retired in that way are so called. Sinking fund bonds of all but public corporations are generally protected by a mortgage, which contains, if the bond itself does not, the proyisions relatiye to the operation. A\Tien bonds are subject to a sinking fund, or liable to be retired at the option of the maker, they are said to be redeemable. Irredeemable, Perpetual, Annuity. In contradistinction to those so affected are some whose life is practically intenninable, sometimes referred to as perpetual bonds. Very seldom issued, they are an obliga- tion whose retirement is not proyided for by any specified date of maturity. Ordinarily this would necessitate pur- chase in the open market or refunding, should it be desir- able to retire them. This is true, of course, so long as all proper conditions exist. Should default in interest occur, the principal, which is mortgage secured where not a public corporation obligation, becomes instantly due. The same principal is worked out in all essential particulars in the annuity bond whose chief characteristic is obyiously per- petuity. Of this last type very few companies have any 324 FREDERICK LOWNHAUFT OTitstaiiding, those most prominent being the Long Island Railroad and Lehigh Valley Railroad issues. As for ir- redeemable bonds as a class they are not nmnerous. Sev- eral of the states— Kentucky for one— have small amounts and about an equal number of railroad corporations have a few. Further examples may be found in British Consols and the Rentes of Fi-ance and other foreign countries, though they differ fundamentally from American issues. In those countries no paper evidence of debt is issued for a mere record of the obligation is always considered sufficient. Exempt, Non-exempt. Lender property classification, bonds become subject to the laws imposing taxation. But not all. Those released from such liability are thereby given a prominent and de- sirable feature and enjoying this privilege are called ex- empt. But the term ''exempt" is used in another sense — to indicate immunity from call for sinking fund purposes. This fact is peculiar to a few issues at present in the market; a portion only is subject to retirement by such a fund and that part which may be so retired is specially designated as non-exempt. Again, there are bonds whose life might be uncertain and their value unstable were they to remain under the same conditions as issued. Indeed it may be imperative through reorganization or other- wise that the force of the obligation be lessened and its terms modified; or again, new or different privileges may be granted to the holders of an issue, or some mutual agree- ment may be made involving a change of conditions, such as the reduction of interest or the insertion of the call privilege. The record of such changed conditions is usually stamped upon the bond and thereby becomes a part of the instrument. Of course, anv bond mav be so treated and would then have this additional qualifier, stamped. This bond is seldom used. CLASSIFICATION OF BONDS 325 Guaranteed, Endorsed. One of the conditions frequently included in a bond con- tract is that of guarantee, where payment of either princi- pal or interest or both is assured by the promise of another corporation. It accepts the liability, contingently, as the case may be, and consequently enhances in a greater or less degree the value of the obligation as an investment. These bonds are frequently spoken of as endorsed, inas- much as the guarantee is quite generally given by endorsing the instrument to that effect. Subsidy, Land Grant. For the purpose of classification, the subsidy bond may justly be considered as a guaranteed obligation. Here, by pledging itself to pay the interest on bonds issued for construction purposes, a government assists in establish- ment and support of an enterprise deemed advantageous to the public. Or else, what amounts to a subsidy, it gives special rights, powers, and privileges, and perhaps the enjoyment of absolute or conditional immunity from taxa- tion. Formerly municipalities and states subsidized largely, in one form or another, l)ut it is no longer practicable, and indeed it is generally impossible for them to do so. Notwithstanding this, in one or two states municipal aid may yet be extended by legislative authority in exempting from taxation or by endorsing or issuing bonds in the case of gas works, water woi-ks, railroads, etc. Thirty years ago these practices were widely prevalent in the United States, principally in support and encourage- ment of railroad building. Foreign governments still em- ploy this means of promoting undertakings. Subsidizing, however, does not always take the form of payment of interest or principal or the bestowal of prerogatives. Build- ing of the great transcontinental lines of this country was made possible, at the time they were laid do^^^l, by substan- 326 FREDERICK LOWNHAUPT tial gifts of public land from the Government. Bonds were issued to raise funds for construction, and the lands were pledi^^'d under a mortgage for their redemption. These lands were gradually sold and the proceeds applied to pay interest on these bonds and to form a sinking fund to retire them eventually. ^lost of these bonds have been with- drawn and as the public droperty it- self. Such an examination requires the skill of experts in both construction and operation. The Ijcst talent obtain- able is employed for this work. Such men do not simply re- port upon present values, but they foretell with surprising accuracy' what the future success of a propei-ty ^vill be. They can estimate future earnings and future expenditures ^^^th remarkable certainty, and thus furnish statistics which can be safely taken as a basis for present and future financing. Thus a banking house, before purchasing investment bonds offered for sale, not only knows iho valno of the property which at the time constitutes the security behind the bonds, but it also knows what the future financial requirements of the coni])any will be, and whether or not future earnings will justify the same. Formerly while ]Mi])lic utility companies and the ma- chinery used by thorn were hai'dlv more than experiments, construction was cheaply done. Today machinery of known efficiency is used and construction is of the most pennanent PUBLIC SERVICE CORPORATION BONDS 337 and expensive character. Cheap things are seldom eco- nomical and they are never so in the matter under discus- sion. Therefore bonds issued today by public utility com- panies constitute a lien on exceedingly valuable physical property, the working life of which is known before the careful banker invests his money in them. The matter of present and prospective earnings is also an important one. While no definite rule can be laid do\^Ti as applicable to all cases, careful banking houses require that net earnings shall largely exceed all bond interest, the usual requii'ement being that they shall amount to from one and one-half times to twice said interest. With present earn- ings equalling said amounts, with estimated future earn- ings maintaining the same proportion of safety, and with the issuance of treasury bonds carefully restricted by mort- gage provisions, not only are present values established but adequate future values are insured also. Not only do in- vestment bankers of the best standing today insist upon all these requirements but they go much further to protect their own interests and those of their customers. They employ the best legal talent obtainable to examine into the legal- ity of franchises, to pass upon titles to property, to prepare mortgages and contracts, to attend to all the legal require- ments of the or2:anization and operation of public service corporations and the issuance of their securities. Resolu- tions passed by directors, the minutes of their meetings and tlie votinc: of stockholders are supervised by lawyers of high standing in the field of corporation law. The banker also insists that mortgages and contracts shall contain pro- visions which the companies frequently consent to reluc- tantly, but which are insisted upon because experience has taught that they are necessary to insure the future safety of the bonds he is to offer for sale. One of the most com- mon of these requirements is that restricting the future is- suance of treasury bonds. Not only must present earnings justify the initial issue but the bankers require that further B.VII— 22 338 THOMAS W. SIMMONS Ijoiids shall not ho issued unless the present ratio of net earn- inrily ])ut the percentage of such cases is so small that it docs not afifcct the general application of the rule. Construction proposi- tions necessarily include manv uncertain elements; (»riginal estimates of cost are frequently exceeded, unlooked f(»r de- lays in completion are generally encountered, time is al- ways necessary to demonstrate the earning power of even good i)roperties, and in the meantime hnancial burdens incident t(^ all these thiniis must be carried ])v the banking interests which are backing the i)roposition. Such ven- tures are inconsistent with the elements of stability and safety necessary to strictlv investment securities. Such undertakings are in the very nature of things speculative and while the final outcome is often profital)le the average investor cannot afford to take the risk, and perhaps those who can had better not subject themselves to the worry, anxi- ety and delay which attend the average construction propo- sition. 2nd. Select only bonds on large properties which oper- ate in established and thickly populated comnuniities. These are free from many hazards incidental to small ])roperties. The latter maj^ be seriouslv affected ])v accidents or bv even one negligent act which may result in a verdict for heavy damages on account of death or injury which may i-esult. Then too small companies do not often enjoy the possibility of large increases in earnings which attend the ra]ud growth of population in large connnunities. Another advantage^ in large issues is the bi'oader market which is created for them, making them more readily saleable and theref(U"e more desirable to those who seek an investment which mav be quickly coiiverted into cash whenever occasion requires. 3rd. A very important rule to follow is to avoid the se- curities of companies which operate in what is commonly called a **one industry conununity." Such com]^anies fre- quently enjoy long periods of prosperity only to see earnings PUBLIC SERVICE CORPORATION BONDS 343 suddenly decrease enormously on account of a cessation of activity in the particular industry upon which the entire prosperity of the community depends. 4th. Statements of actual earnings should be required and these should be carefully scrutinized to ascertain the re- lation of operating expenses to gross income, while net earn- ings should be carefully considered in comparison with fixed charges. Usually net earnings ranging from 50 per cent to 100 per cent in excess of total bond interest should be in- sisted on, and of course interest on general bills payable nuist be regarded if the ])ills payable account be large. 5th. There yet remains the most important rule of all. If this be invariably followed all other rules may be ignored. Deal Only with Reliable Bankers. Investment bond houses of the best type have for so long been telling investors that their best safeguard lies in deal- ing T^^th a properly equipped house of the highest standing, that many are now acting on this advice, realizing that it is not either feasible or possible for even the most experienced and best informed investor to properly pass upon the mer- its of securities. It is certain, however, that very few, even of those who follow this advice, fully realize how wise and necessary such a course really is. FORECASTING TRADE CONDITIONS BY THE AREA THEORY. BY ROGER W. BABSON. [Author of "Standard Business Barometers," etc.] History of Plots and Charts. From time immi'morial men have been making plots with the idea of forecasting trade, meteorological, astro- nomical and other conditions. The earliest plots of which we find record are those prepared by the Eg^-ptians, remnants of which exist on monuments and stone tablets. We find that the rise and fall of the Nile River was charted by the statistical department of the Pharaohs for the pur- pose of forecasting future changes in the height of the river. The Greeks also devoted considerable attention to the study of charts and plots, although their work was more along astronomical lines. They charted the heavens and worked out verv interestinc; and intricate charts wherebv they thought they could forecast future storms and other events. The Romans also studied charts with the idea of forecasting trade conditions, and in a work which I am now reading on the conditions of Roman trade at the time of Julius Caesar, some very interesting data are given, wliile the records of Genoa and Venice show clearly the attempts which their merchants made along these lines. As is well known, Columbus and his contemporaries, Sir Walter Scott and his contemporaries, and others, made studies similar to much being done today; but space will not permit us to go into further detail concerning the histor- ical end of this work. Sufficient it is to say that all of these charts were based simply on one dimension. As the old philoso])hers believed the W(U-ld was flat and missed the other factor in their geographical studies, so they all seemed 344 5§f - • ■ • -3 >> ~ /. " ':j - c^ ij s 3 r r-x 0IB3S '-"H ' • d -C o •<-• .' ° 1. S " .- - ^ S 52SSK§?i^fHSSSi5;j«- = -''^^^^?-.S^-* T Cm 3°~ = c rcj"-"'"-r-;_t£.-'^ •=''*^.3 S li •3 '^'■o ii"^ ''■° o-r oS 1 > ''■aj: ad 3- 3 is ,^ a-£ ^;:---- . ■ — ^ c -3bC3'^ BCl-^O^^ _'-&JCn o =» S.-- ;i "^ iJ :, u - rt - Cc=^^~a - =• = - i--i-'^ 5. •=><-=« X r i X V. "" "^ 9|BJS •"'« — * * '*'! ■^ ^ O "-C '^^ z .- i» 2 3 ^ •'s -Ai 5 ? 3 ?S P? S S R ^ -: ^pvc'^i5r-r = -=-«:L'£S?;?3f>;>^ FORECASTINa TRADE CONDITIONS 345 to miss the importance of considering the second dimen- sion in their studies of charts. In other words, up to with- in the past decade, all charts of business and trade con- ditions have been based either on the record of time or the record of intensity, and have been what are known as single line charts. One Vital Error of Past Work. For instance, when the Egj^tians charted the flow of the river Kile, they considered simply the height of the water and not the force at which it was flowing. In the same way, when economists have charted the prices of conmiodities, they have simply considered the height reached by these prices without considering the period of time during which these prices have remained high or low. If, for instance, the normal price of wheat is $1.00 a bushel and the previous high point was $1.50 a bushel, they have considered the price of $1.25 as only a medium high price, believing that the next upward movement would approxi- mately reach and perhaps exceed $1.50 before the market turned. In short, thev have failed to recognize that it con- sumed as much "energy," so to speak, to keep the price at $1.25 for a year or more as it would to keep it at $1.50 for a few months. Therefore, the vital point to remember about the Area Theory is, that when prices, clearings, fail- ures, earnings, etc., remain at medium high figures for a long period of time, it is equivalent to their being at a much higher figure for a short period of time. The Same Error Prevailed Throughout All Scientific Study. Not only did the old philosophers and economists make this mistake of considering one dimension in their study of trade and finance, but also made the same error in their study of mechanics, chemistry, medicine, astronomy and all of the sciences. Comparatively speaking it was only a short tune ago that engineers began to base their work on 346 ROGER W. BABSON the foot-poinids roiisiimcd, instead of tlie one factor of space or weii^lit. W'licn our universities were first founded, a force was not considei'ed tlie jirodurt of two factors. It was not tlioup^lit that it required the same enei-,c:y to move one pound tlirou«j:li TOO feet of space as to ninvc 100 ])(>unds throu^di one foot of space. The law of ''action and reaction heing equal when the total force involved is considered" was not recopiized ]\v the scientists until some time after Newton died. We wlio graduated from leading universities witliin the jiast few years are accustomed to think that the law of action and reaction has always been taught in con- nection with scientific studies ; but such is not the case. The Area Theory Is not New Except as Applied to Trade and Finance. Therefore, the adaptation of this great law to economics and psychology" is not a new departure, hut sim]dy a ])art of an evolution which has been going on in all the other sciences during the past 200 years, and has only recently reached its present state of perfection. Therefore, the first point which I wish to impress upon you is that practically all previous chart work has been based on only one dimen- sion, namely, either time or intensity, ancl not upon their product; and secondly, I wish to impress \^M^^^ you that the present-day work, in which T am so greatly interested, is not based upon one dimension but upon the product of two dimensions. This simply brings economics and ]isy- ehological investigations up to the same ]^oint to whieh chemistry, mechanics, astronomy and the other sciences have progressed. Description of Composite Plot. So much for the theorv involved, and now n word con- ceming the concrete case whieh we are discussing here, namely, that of forecasting trade conditions by the Com- posite Plot of business conditions. (See page 344.) This FORECASTING TRADE CONDITIONS 347 plot is a bird's-eye view of business conditions in the United States from January 1, 1903, up to the present time, a period of over seven years. In our compiling offices, we have, of course, this plot going back much farther and worked out on various different lines; but the plot placed before you covering the past seven years is suliicient for explanatory purposes. The outline of this area shows the fall and rise in business conditions during these seven years, and how this chart is made up I will explain later. What I now wish to emphasize is that the theory of this plot is based on the great law of action and reaction about which I have spoken. This plot you will see consists of four areas, and we will call them A, B, C, and D. It will be seen that each area consists of two dimensions, the horizontal width which represents time, and the depth or height which rep- resents the intensity of the period of depression or the period of prosperity, according to whether the area is below or above the slanting line of growth. No Reason for the Areas Being of Similar Shape. Now the old idea was that the periods of depression and prosperity must come with some regularity; that is, that we must have a period of depression every so many years. After the days of Joseph, the Eg>^:)tians thcnight that this must come every seven years, while certain financial writers nowadays think it must come either every ten or twenty years; but no definite regularity can be counted upon, as it all depends upon the intensity of the period. If the de- pression is very severe, conditions will mend very quickly and it will be of short duration; or if the period of pros- perity is reckless and extraordinary, it can last only a rela- tively short time. On the other hand, if the depression is slight, it will take some years to readjust conditions; and in the same way, if the period of prc^sperity is moderate, it will last a longer number of years. Therefore, the position taken by many financial writers that history will repeat 348 ROGER W. BABSON itself, and, as panics have come T\'ith certain regularity at times past, said regularity will continue in the future, has absolutely no economic basis. In the same way, those who believe that prices must reach a certain height before they turn to go d(n\iiward, or must reach a certain low point be- fore they can turn to go ui)ward, are absolutely wrong in their assumptions. Ever^-thing depends on the product of the two factors and not upon either factor independently. What the Areas Show. Therefore, to apply this theory to the plot before us, we see that the only feature worthv of studv is not the length, or breadth, or height or dti)tli of these four areas, but rather the product of their lengths and breadths, name- ly, their area in square inches. It is the area which repre- sents business conditions : area A represents the depression of 1903 and 1904; area B, the period of prosperity of 1905 and 1906; area C, the depression of 1907 and 1908; and area D, the present period of prosperit}^ which our great West is now enjoying. Granting, however, that these areas show the business conditions of the country during the past few vears, von now ask how these areas can be used for fore- casting trade conditions, and I can very briefly and plainly answer this point. The Areas Should Theoretically be Equal. Granting that the black line represents the normal line of growth of the country, and the outline of the black areas the condition of trade, then these areas must be absolutely equal. For if this country were willing to grow normally, we should have no periods of reckless prosperity or periods of depression ; but for all that we go above this normal line of growth, we must rest a corresponding amount below it, although— and this is the important point to remember— we take our rest in areas and not in depth. In other words, a veiy shallow area extending over a long number of years FORECASTING TRADE CONDITIONS 349 is equivalent to a very deep area extending over one or two years. I will repeat this important point; namely, that if the black line represents the line of growth and the area of the black plots represents the condition of trade, then these areas must be absolutely equal, from the law that action and reaction are equal when the total force is considered. Of course, it is impossible with the present data which the Government supplies to get this line of growth correct. Moreover the black areas are made up of only a compara- tively few subjects, when they should doubtless contain many more. Therefore in practice these areas will not be equal ; but they should be near enough equal for practical purposes in forecasting trade conditions. So much for the first statement. How to Forecast the Future by the Area Theory. Now, granting that these areas must be equal, it will be seen that the present period of prosperity is about two- thirds consumed, and that one-third remains. Therefore, to forecast trade conditions, it is simply necessary to ascer- tain how long we shall be in consuming this remaining third. The plot shows at a glance that a period of read- justment is ahead and that the next great movement must be below the line of growth; but we wish to know more than that ; namely, how long it will be before we enter this depression? This depends upon the *'rate of flow," so to speak; if conditions will moderate, we may be two or three vears consuminc: this remainincr third of the period. On the other hand, if the throttle is opened wide and conditions are pushed and business is forced, we may use it up in a comparatively few months. Therefore, to return to the subject of forecasting trade conditions, it vriW be seen at a glance that, based on the area theory, we are facing a period of readjustment or de- pression to be worked out below the line of growth, and that this depression will probably come sometime within 350 ROGER W. BABSON the ucxt few years, cloi)C'iKliiig on the rate of flow which can only be told by watching this plot each week. If each week it increases in height, we niay be sure that the period of depression is rapidly approaching. On the other hand, if it decreases in height and business flattens out and keeps only a little above the line of growth, it is safe to assume that present trade conditions will last for two or three years more. Subjects Upon Which the Composite Plot Is Based. These Composite Plots may be made in various ways and based on figures of almost an unlimited number of sub- jects; but after talks with loading economists and psy- chologists throughout the world, our work is conlined to the subjects under the following twelve headings: MercantUc Conditions. Innnigration. Bank Clearings. Failures. New Building. Monetary Conditions. Domestic Money Rates. Surplus Reserves. Foreign ^loiiey Rates. Commodity Prices. J n vestment Conditions. Stock Market Conditions. Condition of Leading Crops. Political Conditions. Railroad Earnings. Had T space, T would take up each of these twelve sub- jects in detail, showing the figures l)y months for ten years, and the figures by jienrs back to the Civil War, with each subject illustrated by a distinct and separate chart. FORECASTINa TRADE CONDITIONS 351 Individual Charts Are Also Useful. Such iudividual charts also show graphically the trend of conditions and the relation of trade today with similar periods during previous cycles. Although these individual cliarts cannot be depended upon of themselves, they are dis- tinctly helpful in checking the Composite Plot. If the Com- posite Plot increases in height, it is well to note the indi- vidual plots and ascertain to what this is due. Not only are some subjects of more importance than others, but cer- tain subjects may be especially affected by specific condi- tions which are more accidental than fundamental. More- over the individual charts are of great value in studying certain subjects, as, for instance, banking conditions. Thus, in addition to studying the Composite Plot, which enables one to forecast the broad monetary conditions, one ought to give special attention to the following separate charts: Relation of Loans to Deposits, Relation of Loans to Aggregate Resources, Relation of Reserves to Deposits, together with several other charts which I might mention, such as Failures, Clearings, etc. An Illustration Showing the Use of a Chart on Bank Clearings. Few bank men understand the true significance of the chart on Bank Clearings. For instance, go back tomoTrow and ask an officer of your liank what the chart of Bank Clearings shows, and he will tell you that it shows only the activitv of general trade. This is true; but it does not give a hint of the dangerous feature of large Bank Clear- ings. If increased Bank Cleai'ings si]n]ily show increased trade, the larger the cleariiigs the better, and a constant .gro\^i:h would ])e distinctly favorable. Large Bank Clear- ings, however, show something mueh more vital. They show the rapidity with which money is being circulated. 352 ROGER W. BABSON They show the extent to which our currency is inflated, as a dollar passing through six hands in one week answers the same purpose as do six dollars passing through one hand during the week. In other words, our currency is not only inflated by the use of paper money and credit in its various diversified forms, but is being inflated by our huge bank clearim^ svstem. Some dav this clearing svstem will receive a iar which will bring a financial and monetarv ]ianic on this country which has not been seen since 1837. Money circulated in this way at such a rapid rate as sho\Mi bv the chart on Bank Clearings, when retarded, will receive a shock which will have the same effect as suddenly de- stroying a large proportion of our actual currency. Space, however, will not permit us to study the charts independ- ently and therefore I am simply describing our Composite Plot, so-called, which is a combination of these various figures and charts into one chart. General Description of the Composite Plot. This Composite Plot may be made in two ways. We could first make individual plots, and then take a composite photo- graph of them all ; but in practice there is a much simpler way. This simpler way is to take the latest figures on all of these subjects, and, by barometer scales, combine and re- duce all these figures to one common index number, on the same principle as used by the London Economist for combining and reducing the prices of a large numlier of commodities to one index number. This index number we then plot, taking January, 1903, as '*0." Of course, theoreti- cally there is no reason why we should call conditions exist- ing at that time as "0" any more than ''plus 25" or **minus 25"; but for convenience we start with "0" i]i 1003. You will note that the period itself really starts with the first of February, 1903. at about *'3" and as each little square rep- resents one month, it will be noticed that the first two weeks of Febniarv trade r(^nditions remained about constant: but FORECASTINa TRADE CONDITIONS 353 the last two weeks tliey advanced about five points to "8." During the month of March trade conditions advanced about one point, while during April they dropped down to about ''2." From this point it is very easy to follow trade conditions by the edge of the black area. When this is un- derstood, our periods of depression and prosperity stand out vei*v clearlv. Illustrating How the Figure Was Derived January, 1910. As during my talks last year in this countrj' and Europe, I was continually being asked how this Composite Plot was made, I will now explain this in detail, taking January, 1910, as a typical month. First, let me exj^lain the meaning of certain terms: Actual Figures.— V^^e call all figures as reported, Actual Figures. These arc the regTilar statistics familiar to every- one. These Actual Ficr^n-es are in manv denominations. For example. Bank Clearings are expressed in dollars, Crop Production in bushels, Inunigration in number of people arriving, certain railroad statistics in number of cars, etc. Index Figures.— To comliine all these in one figure, it is necessary to do away with these different denominations, and express all in one abstract figure, or Index. That is, all Actual Figiu^es must be compared by means of some one principle. Scale Figures.— To accomplish this, we introduce a set of intennediate figures called the Scale Figures. The steps by whieh these Scale and Index Figures are obtained are as follows: Take, for instanee, the Actual Figures for Inunigration from 1898 to 1908, inchisive. The Actual Figure, 18,300, for the year 1901 was found to be the lowest for that month of the ten year period and was placed at the lower end of the Scale Table for January. 56,200 (in 1905) was found to ])e the bigliest Actual Figure in January during the same time, and was therefore placed at the high end of the Scale Ta])]e. Tlie difference between the two Actual Figures was 37,900, which was divided by B.VII— 23 354 ROGER W. BABSON 10, aiul tho result, 3,790, added to 18,300 to make the second fif^ure, 22,090, added again to tliat for the next, 25,880, and so on in arithmetir^al ]^rogrcssion np to 56,200, the liighest Actual Figure. In February, the lowest Actual Figui-e was approxi- mately 23,400, in 190S: tlie highest, 68,700, in 1906. The difference, 45,300, divided l)y 10, equals 4,530, which, added to 23,400, gives 27,930, and successively, the other figures opposite February. Working out each month in the same manner, we have as a result a ta))le which gives a scale for each month in which the left and light ends are Actiial Figures, and the figures between, proportional or mathe- matically graded figiires. These are what we mean by Scale Figures. Placing the Index Fir/ures over fJie Scale Fifjures.— We then arrange the Scale Figures in columns, ]ilacing zero over the the column whose average approximates most closely to the average conditions of the years 1903 and 1904, that is, the depression following the 1903 panic. This date is taken arbitrarily as the starting j^oint of the Ba- rometer. We then place the other Index Figures in series to the left and light of zero. E.rfension of Scales. — If llu' volume of Ijusiness in- creases, so as to go beyond the scales, higher scale figures are added, using the same arithmetical progression as at first, so that the actual condition of the years 1898-1908 senTS as a constant by which to compare succeeding years. Scales similar to this one on Immigration have lieen pre- pared for all the subjects, and with these in hand, we are prepared to combine our figures and prepare a Composite Plot. The next step is to segregate the different subjects into tlu'ce groups: ^Icrf-antile Conditions; ^ronetary Condi- tions: and TnvestuKMit Conditions. The manner of arriv- ing at tlie Indox Figure for each subject is discussed on the following pages. FORECASTING TRADE CONDITIONS 355 Mercantile Conditions. 1. Immigration. 2. New Building. 3. Failures. 4. Bank Clearings. Monetary Conditions, 1. Commodity Prices. 2. Surplus Reserves. 3. Foreign Money Rates. 4. Domestic Money Rates. Investment Conditions. 1. Condition of Leading Crops. 2. Railroad Earnings. 3. Political Factors. 4. Stock Market Conditions. The Mercantile Group. 1. Ln migration -f 4i.— We will first obtain an Index Figure for Immigration. The Actual Figure for January, 1910, was 50,243. Consulting our Scale Figures for Jan- uary, we find that 50,243 is near the high end of the scale, between 48,620 and 52,410; so the Index Figure will be be- tween + 40 and + 50. Or. in dotnil: (1) 50,243—48,620 = 1,623, or the difference between the Actual Figure and the next lower Scale Figure. (2) yw) X 10= -^^=4 (number of points to be ad- ded to obtain exact Index Figure). (3) 4 added to -f 40 = -f 44, as an index of unskilled labor conditions leased upon government figures. This gives an Index Figure of + 44 for Immigration. 2, Xew Building + 73. — We next will take New Build- ing, for which we have an Actual Figure of $33,443,030, which comes between 33,370,000 (+ 70) and 35,900,000 (H- 80). 366 ROGER W. BABSON (n :^:^,443,000— 33,370,000 = 73,000. ^_. 73.000 ,,.730^000_ ^^^ 251.000-"^ ^^^~251,000~'^- (3) 3 added to + 70 ^ + 73, as an index of construc- tion work l)aPod upon i^ermit figures compiled from the Construction News. This gives an Index Figure of -\- 73 for New Building. 3. Failures O. — During January, 1910, tlicre were some very large failures, which dropped the figure to zero, thus giving vs an Index Figure of for Failures. (Owing to the unusually heavy liabilities of these few failures, the Scale Figures would have placed the Index at about— ISO, a fiinire not iustified bv the fundamental conditions in this field.) This figure serves as a very good index of the retail trade, based upon Dun's and Bradsti-eet's Reports. 4. Bank Clearings + 102.— lu the case of Bank Clear- ings, a weekly Index is always used, because in the Weekly Barometer Letter we use the report for the preceding week. The Actual Figures of each month are divided by the num- ber of calendar days in that month, and the quotient mul- tiplied by 7. The result is a set of Scale Figures comparing with the weekly reports. When the monthly figure is used, it is divided by the number of calendar days and the quo- tient multi])liod by 7. Thus, to obtain the Index Figure for January, 1910, the Total Bank Clearings, excluding New York — $5,887,868,000, were reduced to a weekly average. $5,887,868,000-4-31 x 7 = $1,329,714,000. Proceeding as before: (1) 1,329,000,000—1,324,000,000 (Index + 100) = $5,000,000. s^ooaooo ^p._ioo_^ ^^^ 58,000,000 ''^^^~ SS""' (3) 2 added to -f 100 = + 102, as an index of general trade conditions, based on Clearings as compiled by the W. B. Dana Co. Tliis gives us an Index Figure of -\- 102 for Bank Clearings. FORECASTING TRADE CONDITIONS 367 The Monetary Group. 1. Commodity Prices -\- 123.— In the case of Com- modity Prices, we use Bradstreet's Index for January 1, 1910, which was 9.23. Proceeding as before : (1) 9.23—9.20 (Index + 120) =0.03. 03 (2) ^t-15=3. (3) 3 added to + 120 = + 123, as an index of domestic requirements for money based upon Bradstreet's Index. This gives us an Index Figure of -\- 123 for Commodity Prices. 2. Surplus Reserves -\- 66.— The next subject we come to is Surplus Reserves, and in this case, we use an inverted scale. Heavy reserves like those in 1904 and 1908 are char- acteristic of a depression. Reduction of reserves, although not favorable in the long run, is, for the purpose of the Index, taken to mean increased business and increased de- mand for money. Below $5,000,000 this subject is put on what we call the deficit scale, declining quickly to zero as the reserves are wiped out, and reading — 66 for a deficit of $50,000,000, as in November, 1907. Proceeding as usual (but with inverted scale) we find that the Januarv average Surplus Reserves equal $22,708,- 081. (1) 27,500,000 (Index -f 60)— 22,708,081 = 4,800,000. (') 7.500.000^10 = 6. (3) 6 added to -f 60 = + 66, as index of domestic supply of money based upon official bank figures. This gives us an Index Figure of -\- 66 for Surplus Reserves. 3. Foreign Money Rates + J.5.— For indexing both foreign and domestic money rates, the scales are similar. In both cases, the Index Figure advances 10 points to every gain of J of 1 per cent in the actual figures. In January, 1910, the official rates of the Bank of Eng- 358 ROGER W. BABSON land, Bank of Franco and tlio Tmpovial Bank of Berlin avt'rau,ed '.Y'r, per cent, .i^ivin.u an index i^^i^nire of — ');'), which serves as an index of forei^^n monetary conditions based n])()n official reports. TJiis (jivcs an Index Figure of -j- 55 for Foreign Money Bates. 4, Domesfie Money Rates -{- 5^.— The averap^e domestic bank rate for Janiiary, 1910, was 4.^ per cent, ^i^'i^i.? ^ fi.unre of + 50, as an index of domestic money conditions showing the confidence of the banking comnninity. This gives an Index Figure of -\- 50 for Domestic Money Rates. Note: In indexing money rates above 6 per cent an average occurring only in a period of financial distui'liance, a panic scale has to be substituted by the statistician in charge, according to conditions shown by a majority of the other subjects. On this panic scale the Index would move to — 60 I'apidly when rates were advancing from 6 per cent to 8 per cent or above. The Investment Group. 1. Crops + 70.— To index the C(mdition of leading crops, Corn and AVheat are added together and the result I'educed to an index. Corn (1909) 2,772,376,000 bushels AVhcat (1909) 737,189,000 bushels Total 3,r)()9,r)6r),000 busliels (1) 3,509,r)(5r),000— 3,500,000,000 (Index + 70) =9,565,- 000. 9.565.000 ^"^ 70.000.000 -^ ' ^ -" ' • (3) 1 added to + 70 = + 71. '^i'his gives an Index Figui-e of -j- 71 for the crop situa- tion. During the winter, the crop figure remains stationary, but changes according to senile as soon as the first estimates of the new ci*op are reeeivcHl. 'j'his is the great agricultural index of our nation, based u])on government reports. FORECASTING TRADE CONDITIONS 359 Therefore, for Jmmanj, 1910, ire use an Index Figure of -f- 71 for Crops. 2. Railroad Earnings + <5^. — For studying railroad traffic, Ave use Idle Car Figures as issued from week to week, and the Index is later revised by the statistics for the gross earnings of 10 railroads. January gross earnings were $55,828,736. (1) 55,828,000—55,488,000 (Index + 80) = 340,000. _340,000 ^^^ 1,894.000^ lu— z. (3) 2 added to + 80 = + 82 as an index of investment earnings based upon official figures of our own compilation. This gives ns an Index Figure of -\- 82 for Bailroad Earn- ings. 3. Political Factors + 7^.— This factor has been added by request, but is used with an arbitrary Index Figure, no Scale or Actual Figures being obtainable. The Index for Political Factors stands at + 70 for ordinary conditions, and is modified according to the opinion of the office as to the relative importance of ordinary current events. This gives us an Index Figure of + 70 for Politic(d Factors. 4. Stock Market Conditions + 65.— The average of the high and low points in January for the 20 Kailroads = 125.40. (1) 125.40—125.00 (Index +60) = .40 (2) t;5;x5 = 2. (3) 2 + 60 = + 62. The average of the high and low points of 12 Industrials in January was 94.50. (1) 94.'50— 93.75 (Index + 55) = .75. (2) y^x5=3. (3) 3 + 55 = + 58. Averaging 62 and 58, gives as an Index Figure for the whole 360 ROGER W. BABSON group of stocks, + 60, provided no weight is given to the number of shares traded in, which for January, 1910, was 24,538,049, or an average of 5,540,000 per week. Wlien the average figure for the stocks in a "bull" market is between -j- 60 and + 80, we add 5 for every million in excess of 5,000,000 shares traded in, per week, or subtract 5 for every million under tliat figure. In this instance, we add 5, mak- ing the Stock ^larket Index + 65, based upon actual quota- tions of our own compilation. TJiis gives us an Index Figure of + 65 for Stock Marlxef Conditions. Summary Figures. Mercantile -f 6'4.— The result of the preceding is that for the Mercantile Group we have : 1. Immigration + 44 2. New Building + 73 3. Failures 4. Bank Clearings, -f 102, which in order to give double weight, we consider -f 204 This makes a total of +321 Divided by 5, gives a Summary Index Figure for Mercantile Conditions of + 64 Monetary -\- 69.— Id. the same way, we have Index Fig- ures for the Monetary Group as follows: 1. Commodity Prices -f 123 2. Sur]ilus Beserves + 66 3. Foreign Money Rates + 55 4. Domestic ^loney Rates, -f 50, to which we also give double weight, calling it -\- 100 This makes a total of ^ -f- 344 Divided by 5, gives a Summary Index Figure for Monetary Conditions of. . + 69 Investment -\- 7:^.— In the same way we add together the Index Figures on Investment Conditions, viz. : 1 . Crops -f 71 2. Railroad Earnings + 82 FORECASTING TRADE CONDITIONS 361 3. Political Factors -\- 70 4. Stock ^lai'ket Conditions, -f 6d, which we double, and consider + 130 This makes a total of + 353 Divided by 5, gives a Summary Index Figiire for Investment Conditions of + 71 Final Siimmari/.—The final step is to add these three independent Summary Figures, viz: +64 + 69 +71 = + 204, and to divide by 3, which gives us a Final Summary Index Figure of + 68. litis is the figure appearing on the Composite Plot. In all these processes, the Index Figure is obtained from the Actual Figure in one way. The Scales and Indexes are all made up on the same principle; the only differences are those which have been needed for small adjustments as de- scribed under Money Rates, Surplus Reserves, and Share Transactions. The only feature wherein the personal equa- tion enters, is in the weighting or the doubling of the Index Figures on Bank Clearings, under the Mercantile Group, of Domestic Money Bates, under the Monetary Group, and of Stock Market Conditions, under the Investment Group. This results in giving us 13^/3 per cent to these three sub- jects, and 67:5 per cent to each of the other nine, which makes a total of 100 per cent. So much for the theory and the mechanical end of the work. Now a word as to its a])i)lication. Why Manufacturers and Merchants Should Study the Composite Plot. 1. The Composite Plot aids the Credit Department. The most successful manufacturers and merchants have found that the system of '^ fixed" credit limits for cus- tomers is absolutely wrong in principle, unjust to cus- tomers, unfair to the sales force and a source of danger to the firm. Instead, they use a system of "flexible" credit limits by 362 ROGER W. BABSON Scale Table on Immigratioii. < u C/3 X a Q z I— ( < o H Q W u ID Q w O H < O t— I o w o t— I < H O < O I— t O X t/3 < + T ooocoooooccc ooco3ococcc5 rj I- — -r ~ o "-I x; t- «^ t": o^ •j" X* ci" o" -f -r t~ 00 x' — " t- o" OOOOOOOOOOO -H t^ J> SI -J" Ci »'5 O »0 i.'^ »c -»< i-" f f 3 »'5 O »0 •O " t- ^ rf "i^ oo rT o o c' •-'" ci -t ~r o" OONCOt--rOOiCiOOOO O^OOOOQOOO&O ■M-rX3Ca0XOOOCCO -.i O I- O -H — CJ O 'C -»• o o_ x" C4 r-" oo ■■'5 t-^ crT -r «o t-" <-<" o o — I rj o w 00 00 X o o t- p JZ rt > !^ = ^ O o ■" E ^ 3 0* E-5 •E-o o o o o OOOOOOOO n w—t fj t^ N r- o o »rt iO tt o X r-t \S t~ OJ o o M to ^* -r o r- 1- O M to t- ■•^ o -»^ »-^ •<»> o o 1— ( r-1 1— < i~ I- 00 o c» I- O o O o O o c _ ^ o c o f X o to •o o c o o c o o in •»• t^ ■* n c*: -r o r^ t- n 1-^ O o to o 8 Ci o -r ;v^ o o ■* irt o> o ?J o t~ t- X X to 1—t t-H f-H oooooocoocoo O O O >n O »f3 O C 1.0 '•■^ '■'5 O C^_ 0_ 00 X_^ to C5 C^ M "J" oi r-_ o t- o 1.0 i.T o" to" c} M oo' to r-' '—" M-^XwlT-lOOtOtOOt-t-tO o o o o ^ o o o o c o o to CI ■* -f -r -T o o c c o o o t o »— • * t- Lt -r CI -r CM X t- ^ ^^ lO f >n ro »o o CM o ^ to en "I" 1- X o t^ ifS »n to to to o o o o o o o o o o o o o o r~ CJ X n X M o c o m •n o 1-H to o -»• o 00 1— ( f rt r-" X o 1 n •^ -»■ -!• o o X o to CM ^^ 1-1 oj M to r- 00 to -!• ■* o to o o O o o o o Q g o o 8 o o X to ?1 cj OJ M o c o o rl X -r GO r-H o t- ».o ^ o T-« 1 kO CQ M CO to to ^H w o Irt CO t~ 1 (M ro o to to ■>»• ■«»• -J" »rt >o «o •* O O O O Q O c; M to -H to ,-1 lo O '."^ »o o o o_ o " CM —^ r^ o cj CM o c: .~: c>) r- .->t CM '-> « "J" i« »i>^ oo" >rt ci CMCM->r«o«rtrococ«3'r"*'"r'^ 'OOOOOOOOOOO —'OCOCOOOOCOO ro -r lo f;_ M cs_ to X CM c O o ooneM>-itoo>t-^r>^odt-»x"r-r '^CMco'^Mi-ie'iwrO'j'Mco * u rt _ 33 = E^ £"£ <- ^ 3 i, O O (U c c jr C9 ♦-< c o tJ c E 3 m c ^-^ 3 c« C v U 4-* 3 f\ bo u u= bO u ,.^ rt rt 3 v «J J= < 4^ c • . R . urchase by a pool or other interest of all the fl(\Tting or purchasable stock of the company, after which the ]^rice can be advanced at the will of those creating the corner. Sjieculators who are short of the stock and are imable to buy or borrow to make delivery or return stock which thev have borrowed, are thus forced into a corner and "squeezed." They must settle with the buyers at the buyers' o^^^l prices. Covering. This is a term used in the stock market to describe the act of buying stocks or commodities for the puri:)ose of closing short contracts — buying back stocks pre^^ously sold but which were not possessed when sold. WALL STREET PHRASES AND METHODS 373 Due Bill. In stock exchange parlance a due bill is a promise to pay a dividend which has been declared but has not yet been paid by the company. For instance, a stock certificate may be purchased in the market after the trans- fer books of the corporation have been closed, or the trans- fer of the stocks may not have been made, but by agree- ment the dividend is to go to the purchaser, and not to the party in whose name the certificate stands. When the dividend is paid to the original party the due bill is pre- sented to him and he passes the dividend over to the pur- chaser. Flat. This signifies ''without interest." When bonds are sold flat no charge is made to the buyer for the accrued interest, as the interest is included in the price of the bond. On the New^ York Stock Exchange all bonds are sold at ''flat" prices, but in private transactions a large majority of the sales are made on an "accrued interest" basis. The term "flat" is also used in relation to the lending of stocks. When stocks are lent flat the lender does not pay interest to the borrower of this stock. Otherwise the borrower will pay the lender the market value of the stock and the lender will pay interest to the borrower on his money. Giving up. This term is used in the stock markets to describe a broker who executes an order for another broker and whose connection with the transaction then ends. In reporting to the broker to whom he sells or from whom he buys the name of the broker for whom he is acting, he is said to "give up" the latter. The latter receives the stock and completes the transaction. Hypothecation. This signifies the pledging of securities or other property as collateral for loans. In Wall Street, where stocks are purchased on margin and carried by a broker for his customer, they are usually hj'pothecated, or deposited as collateral in loans with banks or trust com- panies or other loaners of monev. In this wav the broker secures the capital to carry the stocks for his customer. 374 JOHN MOODY Irish Dividend. This is a term sometimes used to de- scribe not a dividend, but au assessment on a stock. Joint Account. Tlie term for a transaction in which two or more brokers or speculators join together \'nr tlicir mutual beuetit or risk in carrviui^ througli a transaction. Long of stocks. This is the phrase used when a specu- lator is a bull; that is to say when his account shows a balance of stocks on the loug or bull side. The opposite condition is to be short of stocks and be ou the bear side. Manipulation. This word a])pUes to the operation of working stocks both up and d(»wn on the exchanges, both ways at once. A well-known method of manii)ulating a stock is to i)ut through on the exchange a number of ticti- tious sales, one broker agreeing to purchase at a certain price from another and the latter then agreeing to rejun-- chase the same stock at the same or another price. This arrangement is sometimes carried on between various brokers, each transaction being offset in S(nne wav bv an- other. As a result there may be a large number of quota- tions reported with no actual sales. These quotations are commonly known as **wash" transactions, and the ])ur- pose usually is to create outside interest in the stock and start a s]i(*culatiou in it among genuine buyers and sellers. Margin. This is the word used to describe money de- posited with a broker for speculation in st(^eks, grain or other eouniindities. Tn st(^cks the margin re(|uired ranges from 5 ]M>r cent to fJO per cent, de]^endent u]^on the char- acter of the security ]")urchased. The average margin is 10 per cent, which amounts to $1,000 (ni the (U'dinary (Hie hundred shares of stock. The margin ]u*otects the cus- toTuer down to a ]")rice ten ]ioints below the price he has paid, if he is Inug of stock, and leu points above the ]'>rice he has received if he is short of the stock. As his margin becomes narrower because of the change in the market prices he is required to put up more money or else have his accoimt closed out. WALL STREET PHRASES AND METHODS 375 Outside broker. This tonn descri])cs a broker who is not a moinbcr of the regiihir exchaiicje, l)iit Avho deals in securities either on the streets or elsewhere. In New York City an outside broker is one who deals in what is kn(jwn as the outside market or on the curl). There are nowadays a very large number of stocks and bonds which are traded in in this outside market, and these outside brokers usu- ally conduct just as legitimate a business as those who make trades on the stock exchange. Passing a dividend. This does not mean declaring a dividend, as many people assume, but it means failure to declare a dividend that had previously been regularly paid. "Wlien the company specifically states that it will not pay a similar dividend to that which previouslj^ had been paid, then it is said that the dividend is stopped. But when no official action is taken and the dividend simply is not de- clared by the directors, it is said to have been ''passed." Privilege. This is a general name for a call, a put, a spread or a straddle, infonnation as to each of these terms being supplied under their own headings. In any kind of privilege the purchaser of the same is not liable for loss beyond the amount actually paid for it. Put. A put on a stock is the reverse of a call, ])oing a written contract or agreement binding the issuer to receive from the holder the stock named in tlio agreement within a certain time at a certain price if the holder shall so de- mand. The act of delivering such stock to the issuer of the contra of is generally kno^^^l as "putting" the stock. Pyramiding. This describes operati(ms by the use of pa- per profits made in transactions not yet closed and, therefore, not yet in hand. For instance, one may purchase one hun- dred shares of stock at 50 on a margin of 10 per rent of the par value. If the stock advances to 60 the purchaser will then have 20 per cent margin and he will purcliase one hundred shares more. If the price then goes to 70 he will purchase two hundred shares more, giving him four him- 376 JOHN MOODY dred in all. If it next goes to 80 he will then purchase four hundred shares more, giving him eight hundred shares in all, on which he has a margin of 10 per cent, or $8,000. Up to this point his paper profits will be $7,000. If the market continues in its rise, he will continue accumulating stock until his account shows very large accumulated paper profits. If he then sells out he will have turned his profits into cash, hut if the market suddenly drops ten points he will not only have lost the profit on the last transaction, but will have lost everything. In other words, the inverted pyramid will have fallen and luiiied him in the crash. Spread. A spread is a put and call combined and is practically the same as a straddle. If the stock goes below the price named in the put end, plus the cost of the spread, the holder makes a profit; also if the stock goes above the price named in the call end, plus the cost of the spread, the holder of the spread also profits. In other words, the purchaser of a spread is said to "play the two ends against the middle"; he has two chances to make moncv and his loss in any case is limited to the cost of the spread. Straddle. A straddle is similar to a spread with the ex- ception that only one price is named in it. The stock may be called for or delivered at this one price only. As in the other cases, the stock must go up or down more than the amount paid for the straddle before there is a ]trofit in it. Under the rule. Tliis is a term used to describe an of!i- cial transaction made on the New York Stock Exdiange. In case a member of the Exchange fails to receive or de- liver stock in accordance witli his contract of purchase or sale, the stock in question is bought or sold, as the case may ))e, by the chairman of the Exchange for the account of the delinquent memlier, and any difTcrence in cost is charged or credited to him. "When transactions of this kind are put through they are known as ])urchascs or sales made ** under the nile.'' Washing. This term describes the operation of simul- WALL STREET PHRASES AND METHODS 377 taneous buying and selling the same stocks for the purpose of making quotations and inducing outside speculation or interest in the stock by imparting apparent activity to it. Washing is usually employed when manipulation of some kind is in progress. Watered stock. A term used to describe the capital stock of a company which is not supposed to be represented with a corresponding amount of assets. The term as used is a vague one and is subject to several interpretations. For instance, when a stock dividend is declared the original stock is said to be watered to that extent, unless the newly issued stock represents added property or value in some form. Ex-dividend. When a stock upon which a dividend has been declared is sold and the price is not to include the amount of the dividend to be shortly paid, the stock is said to be sold "ex-dividend." In Wall Street no one is always right; cheap advice is plentiful; some men leani only by failing; losses make us more cautious; interrogate before you negotiate; money is most valued when lost; don't buy an Qgg until it is laid; fraud is built on misrepresentation; speculation begins when certainty ends; opportunity is often lost by deliber- ating; get infonnation before you invest, not after; get an investment that will let you sleep; it is idle to wait for your ship to come in unless you have sent one out; those who lament their misfortunes are generally they who do not recognize their opportunities; buyers of stock belong to two classes: those who trade on tendencies and who take hold wherever the market is active without much reference to values or prices, and those who always try to buy when prices are down instead of when they are up. In Wall Street the investor detennines the prices of stocks in the long run. This statement is sometimes dis- puted by those who point to the fluctuations which are con- fessedly made by manipulators without regard to value. 378 JOHN MOODY It is true that sueli fluctuations do occur, but when the mauipulatiou is over the influence of the investor is again felt. If he decides that a given stock is worth only so much the manipulator will ultimately be compelled to accept that valuation, because manipulation cannot be kept uj). The general object of manipulation is to buy below value and sell above value. *'An important influence of the stock exchanges, and in some ways also of the produce exchanges, is the influence they exert upon the money market. The possession by any coimtry of a large mass of salable securities affords a power- ful guarantee against the affects of a severe money panic. If in New York there arises a sudden pressure of money, so that confidence becomes impaired and people having con- tracts entitling to future or immediate delivery of money in- sist that these contracts shall be executed in money instead of other fonns of promises, what happens? The banks call in loans and begin to hold their cash. If they hold large quantities of securities salable on the London, Paris or Berlin market a cable order will affect the sale of these in an hour, and the gold proceeds will be on their way across the Atlantic in a day. "Wonderful has been the effect within the last twenty- five years of this steady influence of the stock market upon the demand for money and upon the smoothness of the operations of the mechanism of the exchanges. AVhat has just been put in a crude form by referring to a crisis oc- curs daily and Ikmu'Iv on the stock exchanges, and prevents sudden contraction and expansion in the rate for loans. The manufacturer goes ]-)lacidly on ]">aying his 4 or 5 ]H'r cent for commercial loans, when if there were no stock exchanges where securities could be sold in one market at a slight profit over another, he would find that his bank was firet charging 7 or 8 per cent, then dropping to 3 or 4 and then going back to 8. By means of the facilities which the stork ninrkct affords for placing rrodit instantly at the WALL STREET PHRASES AND METHODS 379 command of one market or another the pressure for money is mitigated, and has put a limited effect upon the commer- cial borrower. Such pressure as now occurs is transferred to the borrower on call— the broker in stocks, who thus acts as insurer for the commercial borrower. This influence of the stock market has much the effect of a buffer upon the impact of two solid bodies. Crises are prevented when they can be prevented, and when they cannot they are antici- pated, and their force is broken into a mild succession of ripples instead of a tidal wave."— Chas. A. Conant, "Wall Street and the Country." QUESTIONS IN INVESTMENTS AND SPECULATION Distinction Between Investment and Speculation. 1. TMiat is the distinction between investment and spec- ulation? Pages 3, 5. 2. How may a mortgage become a speculation? Pages 5, 6. 3. How do large investors protect their capital against unknown risk? Page 7. 4. Show how some states protect investors. Pages 8, 9. 5. What is the rcLation between the output of gold and the income from investments? Pages 10, 11. 6. "What are some of the evidences of wise investments in the United States? • Page 12. Real Estate Loans. 1. Name two characteristics of a safe investment. Page 13. 2. What was the earliest form of investment? Page 14. 3. Describe brieflv the historv of farm loans. Pages 14, 15. 4. Wliv are real estate loans the most satisfactorv? Page 15. 5. What determines the rate of interest paid on loans? Page 17. 6. Outline three ways in which the small investor may secure fann mortgages. Pages 16, 18. 7. Show how har^^est time affects interest rates on loans. Pages 19-21. 8. What is a reserve center? Page 20. 381 382 QUIZ QUESTIONS 9. Distiiii^niisli between call and time loans. Page 20. 10. What factors enter into the value of city real estate? Page 22. 11. AVhat precaution should he taken before investing in city real estate loans? Page 24. 12. Show why a first mortgage real estate ])ond is desir- alde. Pages 25, 26. 13. Why should investment in real estate debenture bonds be made with extra care? Page 26. 14. What is the nature of a leasehold bond? Pages 28, 29. Land and Real Estate Booms. 1. Show how^ land booms may benefit communities. Page 30. 2. Wliv are extensive land booms in the United States not likely to take place again? Page 32. 3. Show how land booms often bring losses to investors. Page 33. 4. What points should be investigated before pui-diasiug a farm? Page 34. 5. Describe the stock-company plan of owning large agri- cultural properties. Page 35. 6. What is the fii'st essential of suburban real estate? Page 37. Multiplicity of Bonds. 1. Explain the difference lietwecn a mortgage ])ond and a real estate mortgage. Page 3S. 2. Wliat is meant by the term ''equity''? Page 41. 3. Why is provision now made for redeeming bonds be- fore maturity? Pages 43, 44. 4. Name the various kinds of bonds. Pages 44, 45. Government, State and Municipal Bonds. 1. Explain how national banks derive jn'ofit from low rate government bonds. Page 47. INVESTMENTS AND SPECULATION 383 2. What security is behind government bonds? Pages 46, 49. 3. What facts nuist be investigated by bankers before pui"chasing municipal bonds? Page 53. Railroad Bonds. 1. A\'hat has caused the great variety of railroad bonds? Page 54. 2. Name and explain at least ten classes of railroad bonds. Page 57. 3. What advantage and disadvantage has a registered bond? Page 61. Public Service and Other Bonds. 1. Define a public service corporation. Page 63. 2. What is the first requisite for the safety of a pul)lic service corporation bond? Pages 66, 67. 3. Explain why the stability of public service corpora- tion bonds is generally unaffected by panics. Pages 69, 70. 4. How does an income bond differ from a mortgage bond? Page 72. 5. What is a holding corporation? Page 73. 6. Tell what vou know about collateral bonds; debenture bonds. Pages 73, 74. 7. Whv should convertible bonds be carefullv scruti- nized? Page 76. 8. Explain the use of the short tenn note. Pages 76, 78. Irrigation, Mining, and Timber Bonds. 1. Give the reasons whv irriijation bonds are considered among the most speculative of all bonds. Pages 82-85. 2. What do bonds of undeveloped mining properties lack to make them safe investments? Page 88. 3. Under what conditions is a mining bond fairly safe? Page 89. 384 QUIZ QUESTIONS 4. What is the greatest risk in timber bonds? Page 90. 5. Upon what are timber bond issues based? Page 9CL Guaranteed Stocks. 1. Explain the merits of guaranteed stocks. Pages 92, 93. 2. Exphiin how railroad guaranteed stocks come into ex- istence. Pages 93, 94. Amortization and Sinking Funds. 1. Define amortization. Page 95. 2. What are the advantages of amortization? Page 95. 3. Tell how a sinking fund operates. Pages 95, 96. The Market for Bonds. 1. Why is an active market not essential to the penna- nent investor? Pages 99, 100. 2. Explain how a quick market may bring loss to inves- tors. Page 99. Character of an Enterprise. 1. AMiat statistics prove the need of financial education among investors? Page 101. 2. Name the points to be considered in investigating the nature of an enterprise. Pages 103, 104. 3. What three factors should enter into an examinati(Ui of the i^resent condition of an enterprise. Page 105. Science of Speculation. 1. Is speculation necessary to business? Explain. Pages 109, 110. 2. What part did speculation have in the formation of the United States? Page 111. 3. Give proof that speculation is not a modern force. Pages 112, 113. 4. Explain why speculation cannot be said to be a science. Pages 113, 114. INVESTMENTS AND SPECULATION 385 5. Why are speculative charts poor guides for the inves- tor? Page 114. 6. Discuss margins in specuhxtion. Pages 117, 118. Efforts to Prevent Speculation. 1. Give an instance of harm caused bv elimination of speculation. Page 120. 2. What is the difference between speculation and gam- bling? Page 121. 3. ^Mierein lies the evil in speculation? Page 124. 4. Name one of the benefits arising from speculation. Pa2:e 127. '&' The Mystery of a Balance Sheet. 1. 'Wliy should a corporation render financial statements to its stoclvholders ? Page 128. 2. AVhat items should not appear among the assets of a trustworthy financial statement? Page 132. 3. AMiat is the proof of a good asset? Page 132. 4. Give a list of assets that should appear in the state- ment of a healthy manufacturing concern. Page 133. Functions of Exchanges. 1. Outline the functions of stock exchanges. Page 138, 139. 2. Explain what makes a seat on a stock exchange of great value. Page 141. 3. Distinguish between si^eculation and gambling. Pages 144, 145. Methods of Trading. 1. Desciibe two methods of trading employed on the stock exchange. Pages 147-151. 2. Show the difference between ''bulls" and "bears" in the stock market. Pages 155, 157. B.VII— 25 386 QUIZ QUESTIONS 3. Tell how bucket-shops arc operated. Pa^e 158. 4. What is the incauiug of the tcim "cx-dividcnd" ? Pages 158, 159. 5. How do "i>iit" and "call" contracts operate? Pages 160, 161. 6. AVhat do you understand is the difference between a curb market and a stock exchange ? Pages 169, 17U. Panics. 1. What was the cause of the panic of 1907. Pages 173, 174. L!. Wliat are some of the symptoms of a coming ])usiness panic? Explain. Pages 175, 176. Pools and Manipulation. 1. Describe the workings of a i)ool. Pages 180, 181. 2. How are stocks manipulated? Pages 182, 183. 3. Why should only the rich man indulge in speculation? Page 187. The Promoter's Place in Finance. 1. p]xplain the promoter's place in tinancc. Pages 188, 189. 2. AVhat is the best way for an invest(»r to judge a pro- moter? * Pages 189, 190. 3. Why is the nn]i-listing of a stock no disadvantage to the investor? Pages 192, 193. 4. Dcsciibc the workings of a got-rich-quick mining scheme. ^ Pages 200, 201. General Principles of Investment. 1. Show win" a bond is generally a better investment than a stock. * Pages 209. 210. 2. Name and ex]^lain the principles of selection of invest- ments. Pages 211-214. 3. How mav a banker be compared with a physician? Pages 208, 215. INVESTMENTS AND SPECULATION 387 Safety and Security. 1. Outline the points to be considered in judging the value of a railroad bond. Pages 218-220. 2. How may safety in a security be a disadvantage to the investor? Page 227. 3. Why is a stock exchange quotation often no indication of the real value of a security? Page 228. 4. Name two safe rules for the investor to follow. Pages 228, 229. Obligation of Investment Banker. 1. Explain the relation between the responsible invest- ment banker and his clients. Pages 231-233. 2. Why is the public service corporation bond one of the best for the average investor? Pages 233, 234. Fundamentals and Security Prices. 1. Show how crops affect the prices of securities. Pages 240, 241. 2. How are security prices affected by money conditions? Pages 241-245. 3. Explain the effect of the Standard Oil decision on secu- rity prices. Pages 247-249. Market Movements of Securities. 1. Illustrato how money rates influence different grades of securities differently. Pages 252, 253. 2. Describe the important stages through which business conditions pass from rrisis to crisis. Pages 253-255. Stocks and Their Features. 1. What is meant by the par value of a share of stock? Pages 258-260. 2. What do you understand by assessable stock? Pages 261, 262. 388 QUIZ QUESTIONS 3. What two advantages often lie in common stock? Pages 262, 263. 4. Name the various kinds of stocks. Page 263. 5. Explain the nature of prefei'red stock. Page 265. 6. Ilnw ni.iy conunon stock dividends be affected when the preferred stock is cunudative? Pages 265, 266. 7. AVhat benefit usually rests iu preferred stock as to assets? ^ Pages 267, 268. 8. Why is callable stock often a disadvantage to tlu' holder? Page 271. 9. Explain the advantage of possessing a convertible stock. Pages 271-273. 10. Why are participating preferred stocks preferable to ordinary preferred stocks? Pages 274, 275. Stock Markets and Exchanges. 1. IIow does the law distinguish between speculation and gambling? Page 282. 2. "Wliat do you laiow about the New" Y(U'k Stock Ex- change? Pages 284, 285. 3. Why should the present practice of margin-trading be changed ? Page 287. 4. Why is short-selling not considered gambling? Pages 288, 289. 5. TTow ai'e securities listed on the (exchange? Page 294. 6. Describe the Consolidated Stock Exchange of New York. Pages 299, :^00. 7. Tell h(»w the cui'l) market obtained its name. Page 304. 8. Wherein lies the evil of the curb market? Pages 305, 306. Classification of Bonds. 1. Describe the three kinds of corporations. Page 313. 2. Diseuss the three large classes of bonds. York. Pages 299, 300. INVESTMENTS AND SPECULATION 389 Public Service Corporation Bonds. 1. What points are covered in an investigation of a pnb- lic service corporation? Disenss. Pages 335-338. 2. What is the function of public service commissions? Pages 338, 339. 3. Give four reasons why public service corporation bonds are growing in popularity. Pages 340, 341. 4. Give five rules to follow in buying public ser\dce cor- poration bonds. Pages 342, 343. Forecasting Trade Conditions. 1. How does the area theor^^ differ from the early forms of charts? Page 345. 2. AVhat relation exists between the area of prosperity and the area of depression? Pages 348, 349. 3. How are trade conditions forecasted by the area theory? Pages 349, 350. 4. What is the use of the index figure in making a com- posite plot? Page 353. 5. How does the composite plot aid the merchant? Pages 361, 363. 6. ^liy should bankers watch the composite ph^t? Pages 367, 368. Wall Street Phrases and Methods. 1. How may a speculator recover his loss by averaging? Pages 370, 371. 2. How may pyramiding bring ruin to a speculator? Pages 375, 376. 3. How is it true that in the long run investors determine the price of stocks? Pages 377, 378. INDEX INVESTMENTS AND SPECULATION. ADVERTISIXG— assists fraud. 307, 308. AMORTIZATION— detinition of, 95. ARBITRAGE— term explained, 370. AREA THEORY— forecasting trade conditions by, 344- 36y. ASSETS— false, in financial statements, 130, 132. proof of good, 132. what constitutes good assets in finan- cial statements, 133, 134. AVERAGING— term explained, 370, 371. BANKERS— clients and investments, 231-235. deal with reliable, 343. investigate bond issues, 232-234. obligation of, to clients, 231-235. BEAR— term explained, 155-157, 371. BILL OF EXCHANGE— term explained, 371. BLIND POOL— term explained, 371. BOBTAIL POOL— term explained, 371. BONDS— accrued interest added to price, 147. active market not essential, 99. 100. business conditions afTect price of, 257. classifications of, 329-331. collateral, described. 73. 74, 320, 321. convertible, described, 75, 76, 322. debenture, described, 26, 74, 75, 327. equity in, 41. first mortgage real estate, 25. form of, important. 223, 224. government. 46-49. 315. government, when decline in value. 3. improvement. 316. income, described, 72. interest and income not always the same, 77, 78. investment banker and his clients, 232-235. irrigation, highly speculative, 85. BONDS— Continued irrigation, security behind, 83-86. kinds of, enumerated, 44, 45, 329- 333. leasehold, definition of, 28, 29. lien. 318, 319. mining, safe and unsafe, 87-89. money rates affect, difTerently, 252, 253. mortgage, described, 38-40, 327. municipal, 51-53, 314, 315. private and quasi-public, 315, 316. public service corporation, 63-67, 332-341. investigation of, 335-338. popularity of, 332, 340. railroad, 54-62, 218-220. kinds of, 54-62. value considered, 218-220. redemption of, provided for, 44. refunding, 318. rules for safe investment, safety of, considered, 216- state. 50, 51, 315. 342 -218. 343. with. as mvest- stocks compared ments, 209, 210. subsidj-, 325. timber, 90, 91. women and estates should avoid cer- tain, 98. BONDMARKET— active, not essential for perma- nent investor, 99, 100. BOOMS— illustrations of, 194-197. BRITISH CONSOLS— explanation of, 47, 48. have fallen to low price, 4. BUCKETING— term explained, 371. BUCKET-SHO PS- forbidden by law, 184, 310. gambling shops, 125. kept in operation by bulls, 158. term explained. 372. BULLS— defined, 155-157. CALL— term explained, 372. CALLABLE PREFERRED STOCK— discussed, 271. 391 392 INDEX CALL LOAN'S— discussed, 20. 149, 150. CAPITAL— gravitates to money centers, 113, 144. how protected by large investors, 7. interest rates determined by amount of. 17. markets abroad. 170. 171. no absolute security in investment, 7. panics caused bv demand for, 173, 174. CERTIFICATES OF DEPOSIT— defined, 79, 80. CHARTS— history of, 344-345. single line, 34.">. CITY REAL ESTATE— care necessar>' in investing in, 24. compared with farm land, 22. factors influencing value of, 22. CLEAR I .\'G H O U SE— in New York Stock Exchange, 146, 296. COLL.\TERAL TRUST BONDS— discussed. 73, 74, 320, 321. COMMON STOCK— advantages of, 262-264. CONSOLS— explanation of, 47, 48. have fallen to low price, 4. CONVERTIBLE BONDS— discussed, 7.'>, 76, 322. CONVERTIBLE STOCKS— di.scussed, 271-273. CORNERS— panics caused by. 176. term explained. 176-178, 372. CORPORATIONS— financial statements false and true, 130-134. financial statements should be rend- ered stockholders, 128. kinds of, 313, 314. COVERING— term explained, 372. CRO PS- cotton exchanges, 167. grain exchanges, 163-166. money market affected by, 19-21. security prices affected by, 240, 241. watched bv experts, 16."), 166. CUMULATIVE DIVIDENDS— discussed, 26.'")-267. CURB MARKET— description of New York, 304-307. evils of. SO.-), 306. origin of name, 304. stock exchange distinguished from, 169, 170. DEBENTLT^E BONDS— described, 327. DEBENTURE BONDS— Continued investment in real estate debenture bonds should be made with care, 26. DEBENTURE STOCK— discussed, 279. DEFERRED STOCK— discussed, 264, 265. DUE BILL— term explained, 373. ENTERPRISES— finances of, 106. how to investigate, 103-108. operation of, 105. organization of, 103. property of, 105. EQUITY— compared with promise to pay, 209- 210. meaning of, in bonds, 41. EX-DIVIDEND— meaning of, 138, 159, 377. FARM LAND— compared with city real estate, 22. loans on, most satisfactory, 15. points to be considered in buying. 34. stock-company plan of owning, 35. FINANCIAL STATEMENTS— false and true, 130-134. stockholders should receive, 128. FLAT— term explained, 373. FOUNDERS' STOCK— discussed, 278, 279. FR.\UD— advertising assists. 307. 308. amount invested in, annually, 101. newspapers aid investment in, 101, 102. FUNDAMENTALS— discussion of. 239-246. security prices, relation between, 236-246. GAMBLING— bucket-shops, 125. 184, 310. defmed in law, 282. difficult to distinguish, 284. speculation distinguished from, 121, 144, 145. GET-RICH-QUICK SCHEMES— government is lighting, 19S, 200. losses from, 199. sugRested curb on, 205. workings of, 200-203. GIVING UP— term explained, 373. GOLD— supply of. influences investment in- come, 11. INDEX 393 GOVERXMEXT BOXDS— British, described, 47, 48. decline in value, possible, 3. foreign, 48. national banks invest in, 46, 47. sccuritv behind, 4it. GRAIX E'XCHAXGES— discus'sed, IG:?-!!)*). GUARAXTEED STOCK— discussed, 277, 278. HOLDIXG COMPAXIES— described. 7;i, :«)O-302. HYPOTHECATIOX— term explained, 373. IMPROVEMEXT BOXDS— described, 316. IXTEREST— course of money, after crisis, 2.")6. investment, small compared with business, 209. security prices affected by rate of, 251. 2r)2. IXTEREST-BEARIXG STOCKS— discussed, 275, 276. IXTEREST RATES— crops intlucnce. 19-21. determined bv amount of capital, 17. IXTERIM CERTIFICATES— defined, 78. IXVESTMEXTS— advice may be fatal, 227. amount lost annually in, 101. banker's business, 208, 215. banker's place in, 231-235. bonds distinguished from stocks, 209. 210. city real estate compared with farm lands. 22. definition of. 3. distinguished from speculation, 5, 6. distribution of risk, 209, 210. farm land loans the most satisfac- tory, 15. farm lands, points to be considered in buying, 34. first form of. 14. form of document should be ex- amined, 223. 224. fraud, amount of. 101. fundamental law governing. 10. get-ricb-quick schemes cause great losses, 199. government and municipal bonds sati.s factory, 53. guaranteed stocks. 92-94. how to investigate enterprises. 103- 108. income influenced by supply of gold, 11. interest small compared with busi- ness interest, 209. IXVESTMEXTS— Continued irrigation bonds highly speculative, 85. market quick, not always essential, 99, 100. mining bonds highly speculative, 87, 88. no absolute safety for capital, 7. no unchangeable rules governing, 4. principles of, 209-211. private and business, 215. problem of human judgment, 6. protected by state laws, 8, 9. public service corporation bonds, 69, 332-338. railroad bonds of many varieties, 57- 62. result of wise investments in United States 12 rules for safe. 228-230, 342, 343. safe, for women and estates, 98. safety may cost too much, 227. safety of bonds considered, 216-218. selection important, 211-215. short term notes, 76, 77. timber bonds are speculative, 90. vital force in business, 1. IXVESTORS— how protect their capital, 7. rules for, 228-230, 342. 343. speculation, who should avoid, 186, 187. IRISH DIVIDEXD— term explained, 160, 374. IRRIGATIOX BOXDS— governmental attempt to protect, 82, 83. highly speculative, 85. security behind, 83-86. JOIXT ACCOUXT— term explained, 374. LAXD BOOMS— communities benefited by, 30. disaster resulting from. 33. 34. no more likely in United States, 32. LEASEHOLD BOXDS— definition of, 28, 29. LIEX BOXDS— discussed, 318, 319. LOAXS— call and time, distinguished, 20. city real estate, 22, 24 care necessary in making. 24. factors influencing value of, 82. LOXG OF STOCKS— term explained, 158, 374. MAXIPULATIOX— of stock prices, 290. 291. pools used for. 182. term explained, 374. 394 INDEX MARGIN'S— evils of trading in, 152. term explained, 117, 118, 374. trading in. 148. 1.50-153. M.\TCHED ORDERS— discussed, 291, 292. METHODS— Wall Street. :^70-379. MINING BONDS— safe and unsafe, 87-89. MONEY- course of rates after crisis, 256. security prices affected by interest rates, 2r)l, 252. MONEY M.XRKET- crops influence, 19-21. security prices affected by, 241-245. speculation influenced by, 302, 303. MORTG.\GFS— distinguished from mortgage bonds, 38. farm land. 14-18. first form of investment, 14. how placed, 16. 18. real estate bonds desirable, 25, 26. MUNICIP.\L BONDS— how financed, 51-53. issuance of. 314. 315. legality and taxation of, 53. NEW YORK CON SOLI n.\TED STOCK EXCH.\XGE— description of, 299, .^00. NEW YORK CURB M.XRKET— description of, ,104-307. NEW YORK STOCK EXCHANGE- annual business of, 140. clearing-house, 146, 296. commission charged, 141. description of, 136, 137. 284-298. incorporation not recommended, 297. 298. legislation recommended, 309-311. listing of slock. 294. margin-trading on, 286, 287. patrons of. 285, 286. short-selling on, 288, 289, OUTSIDE BROKER— term explained, 379. PANICS— benefits of, 175. causes of, 173, 174, 176. central bank might prevent, 175. corners may cause, 176. kinds of, 172. occur irregularly, 115. public service corporations general- ly unafTected by, 69. speculation symptom of. 172. warnings of, 175, 176, PARTICIPATING PREFERRED STOCKS— discussed, 274, 275. PARTICIPATION CERTIFICATES— described. 260. PAR VALUE— meaning of. in stocks, 258, 259. PASSING A DIVIDEND— term explained, 375. PHRASES— Wall Street, 370-379. PLOTS— history of, 344-345. POOLS— operations of. 179-181. stocks manipulated by means of, 182. PREFERRED STOCK— discussed. 265-269. PRICES— (See Security Prices). PRIVATE AND QUASI PUBLIC BONDS— described, 315, 316. PRIVILEGE— term explained, 375. PRODUCE EXCHANGES— cotton operations. 167. grain operations. 163-166. trading on. 154, 1.55. PROMOTER- how ma.y an investor judge, 189-191. place of. in finance. ISS. 1S9. PUBLIC SERVICE COMMISSIONS— function of. 338. 339. PUBLIC SERVICE CORPORATION BONDS— first-class for average investor. 233, 234. franchise first requisite for safety. 66. 67. investigation of, 335-338. popularity growing. 332. 333. reasons for popularity, 340, 341. stabilitv of, (•.<». 70. PUBLIC SERVICE CORPORA- TIONS— bonds of. 63-67. 332-341. commission^nromote stability of, 69. holding cflHtfues formed. 70, 71. panics do ^^Kiffect, 69, 70. progress o^R33, 334. PL'T- term explained, 160. 375. PYRAMIDING— term expMlined. 375, 376. RAILROAD BONDS— kinds of, 54-62, 221. 222. v.nhie of. considered. 218-220. REDEMPTION— provision for. in bonds. 44. REFUNDING BONDS— described, 318. INDEX 395 REHYPOTHECATION OF SECURI- TIES— discussed, 293, 294. RIGHTS IN STOCK— detined, 159. RISK— chansfcs continually, 3, 4. distribution, a principle of invest- ment, 209, 210. SAFETY— importance of, 227. methods of judging, in bonds, 21C- 218. SECURITY— banker's obligation to clients, 231- 235. document form important, 223, 224. essential rather than income, 98. essential rather than market, 100. government bonds and taxation, 49. irrigation bonds, 83-86. listed and unlisted. 191-193, 228. one-third worthless, 222. principle of selection, 211-215. rules to follow in investing. 228-230. safety costs, 227. SECURITY PRICES— basis of, 236. business conditions affect, 257. causes of regular changes in, 253- 257. conditions influencing, 10, 251, 252. crops affect, 240, 241. fluctuation caused by supply and de- mand, 10. foreign trade affects, 245. 24G. fundamentals, relation between. 236- 246. money market affects, 241-245. Standard Oil decision and effect on, 247-249. stock exchanges affect, 138. SHORTS— detined, 158. SHORT S.VLES— defined, 288, 289. * SHORT TERM .VOTES— described, 76, 77. SINKING FUNDS— ^ operation and advantages of, 95, 96. SPECULATION— ancient force, 112, 113. artificial, 179. benefits arising from, 127. booms, 194-197. bucket-shops aided, 125. charts are poor guides in, 114, 115. common in every-day life, 121-124. corners may cause panics, 176. definition of, 3, 237. 2S1-283. efforts to prevent, 119-121. SPECULATION— Continued elimination of, brought injury to (jermany, 120. essential to business, 109, 110. evil in, 124-12."). fundamental law governing, 10. gambling distinguished from, 121, 144, 145. history shaped by, 110, 111. how differs from investment. 5, 6^ land booms, 30, 33, 34. loss in get-rich-quick schemes, 199. margins in. 117. 118. 151-153. money market influences, 302, 303. not a sxrience, 113, 114. pitfalls of, 184-187. rich man's pastime, 187. symptom of panics, 172. vital force in business, 1. who should not indulge in, 186, 187. SPREAD— term explained, 161, 376. STATE BONDS— how disposed of, 50. issuance of, 315. STOCK CERTIFICATES— classification of, 263. participation certificates, 260. par value of, meaning of, 258, 259. STOCK EXCHANGES— barometers of trade, 138, 139. capital attracted by, 144. commission charged in New York, 141. curb markets distinguished from, 169, 170. function of, 138, 143. in Boston, 167. in Chicago, 167, 168. in New York, 136, 137, 284-298. margin-trading on, 144, 148. 286, 287. matched orders, 291, 292. membership valuable, 139, 140. methods of trading on, 147. prices influenced by, 138. quotations on, 154, 228. rehypothecation of securities, 293, 294. securities of. how listed, 294. wash-sales in, 291. STOCKS— assessable, 201. 262. callable, disadvantage of. 271. common. 262-264. convertible, advantage of. 271-273. cumulative dividend, 265-267. debenture. 279. deferred. 264. 265. ex-dividend, meaning of, 158, 159, 377. founders', 278, 279. guaranteed, 92-94, 277, 278. how listed, 294. 396 INDEX STOCKS — Continued interest-hearing. 27."), 276. Irish dividend, defined, 160. listed and unlisted. 191-193, 228. manipulation of, through pools, 182. margin-trading in. H8, I,"i0-l.'j3. participating preferred, 274, 275. pools used to exploit, 179-181. preferred, 265-269. prices of, manipulation of, 290, 291. put and call contracts, explained, 160, 161. ri^'hts, defined, 159. spread and straddle contracts, ex- plained, 161, 162. test of good, 193. easury, 261. STR.ADDI E— term explained, 161, 376. SUBSIDY BOXDS— discussed. 325. SUBURB.W REAL ESTATE— first essential of, 37. TIMBER BOXDS— described, 90, 91. TREASURY STOCK— discussed, 261. TRUSTEE— duties of, in re mortgage bonds, 39-40. TRUST RECEIPTS— defined, 78. UNDER THE RULE— term explained, 376. USURY— discussed, 303, 304. VALUE— made by men, 5. WASHING— term explained, 376, 377. WASH-SALES— condemned, 291. WATERED STOCK— term explained, 377. WOMEN— investments for, should be safe, 98. THIS BOOK IS DUE ON THE LAST DATE STAMPED BELOW AN INITIAL FINE OF 25 CENTS WILL BE ASSESSED FOR FAILURE TO RETURN THIS BOOK ON THE DATE CUE. THE PENALTY WILL INCREASE TO 50 CENTS ON THE FOURTH DAY AND TO $I.OO ON THE SEVENTH DAY OVERDUE. OCT 28 1935 LD 21-lOOm 7,'33 '-M-^ YD 0555 I' ■ 6L.3 .A 248539 •