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APPENDIX 1
NORFOLK SOUTHERN RAILROAD COMPANY
DESCRIPTION OF ROAD

The lines of the Norfolk Southern Railroad system lie in the extreme southeastern portion of Virginia and the central and eastern sections of North Carolina. The entire system is composed of single track standard gauge lines with the exception of 9.49 miles of second track, and is steam operated with the exception of an electric division 43.71 miles in length.

The main line extends from Norfolk, Va., to Charlotte, N. C., a distance of 400 miles, with additional main lines from Chocowinity, N. C., to New Bern, N. C., 30.6 miles, and from Goldsboro, N. C., to Morehead City, N. C., 96.6 miles with branches to Munden and Suffolk, Va., Columbia, Belhaven, Oriental, Beaufort, Fayetteville, Asheboro, Aberdeen, Ellerbe, Jackson Springs and Carthage, N. C., and with connecting or cut off lines between Euclid and Providence, Va., Elizabeth City and Beckford Junction, N. C., and Pinetown and Bishop Cross, N. C. An electric division connects Norfolk, Virginia Beach and Cape Henry, Va., by a loop 43.71 miles in length.

The principal points reached are Norfolk and Suffolk, in Virginia, and Elizabeth City, Hertford, Edenton, Washington, Greenville, Farmville, Wilson, New Bern, Kinston, Goldsboro, Raleigh, Fayetteville, Troy, Asheboro, and Charlotte, in North Carolina.

CONNECTIONS WITH OTHER ROADS


NORFOLK SOUTHERN RAILROAD COMPANY
INTRODUCTION

In the main part of this report are given in general form the conclusions reached concerning the various matters to be reported upon the Norfolk Southern Railroad system. In this appendix will be found a more detailed presentation of those matters and some supplementary information that will enlarge the background of the conclusions given.

CORPORATE HISTORY

It has been already stated that the carrier is a successor, by reorganization in 1910, of the Norfolk & Southern Railway Company and, by absorption in 1913, of the Raleigh, Charlotte & Southern Railway Company, and that each of these two companies was the converging point of several series of antecedent successions and consolidations. The group converging in the Railway Company is the older and more properly the ancestral group of the carrier. Its development, therefore, may be described first.

Norfolk & Southern Railway Company was the consolidation, effected in 1906, of the properties of the

1. Norfolk & Southern Railroad Company;
2. Virginia & Carolina Coast Railroad Company; each of which was in turn a consolidation of several other companies to be noted presently;
3. Raleigh and Pamlico Sound Railroad Company; successor by change of name, June 11, 1903, to the Raleigh and Eastern North Carolina Railroad Company, chartered in the preceding February; and
4. Atlantic and North Carolina Company, which was successor by change of name in 1905, to the Howland Improvement Company, chartered in 1903. The Howland Improvement Company in 1904, leased the property of the Atlantic and North Carolina Railroad Company, hereinafter called the Atlantic and North Carolina, ninety-one years, and built a connection from the eastern terminus of that line at Morehead City across an indentation of the sea to Beaufort, a distance of 3.18 miles. When the Atlantic and North Carolina Company was absorbed in 1906, in the consolidation that produced the Norfolk & Southern Railway Company, this lease passed to the latter company and, still later, when the Norfolk & Southern Railway Company gave way to the present carrier, the lease passed to the present company, which now operates the Atlantic and North Carolina. The Atlantic and North Carolina Company, after the change of name, also purchased the Pamlico, Oriental and Eastern Railroad Company, September 26, 1906, from the Virginia and Carolina Coast Railway Company, which had previously acquired a majority of the capital stock on the 19th of the same month.

The Atlantic and North Carolina was the oldest of the corporations merged into the present system, which, however, does not own the property but operates it under lease. The Atlantic and North Carolina was chartered by special act of the North Carolina Legislature in December, 1852, and the charter was amended in some respects in the legislature session of 1854-55. The company was financed almost entirely by the State of North Carolina, which issued its bonds for the company's stock and otherwise loaned its credit. It began operations about June 1, 1858, and continued to operate, except for certain years, until its property was leased in 1904, as stated, to the Howland Improvement Company, later known as the Atlantic and North Carolina Company.

Returning to the more complex history of the first two corporations named in this predecessor group, the first of these, the Norfolk & Southern Railroad Company was a consolidation that sprang from the reorganization of an earlier road carrying the same name as the present carrier, that is, Norfolk Southern Railroad Company and herein distinguished by the suffixed numeral (I). This earlier company was successor, by change of name, January 1, 1883, to:

(a) The Elizabeth City and Norfolk Railroad Company, chartered by special act of the North Carolina Legislature in 1870, to build a line between Elizabeth City, NC, and Norfolk, Va. This early Norfolk Southern Railroad Company (I) went into receivrship[sic] in 1889, and the property was sold under forclosure[sic] in May, 1891, to the Norfolk & Southern Railroad Company above mentioned, and the corporation ceased to exist.

The object in forming the newly organized Norfolk & Southern Railroad Company was not only to take over the defunct Norfolk Southern Railroad Company (I), but also at the same time to absorb:

(b) The Albemarle and Pantego Railroad Company. This was chartered in March, 1887, to build a line from Mackey's Ferry to Pantego and thence to Pungo River. Its property was purchased at the time that of the predecessor Norfolk Southern Railroad Company was acquired, that is, June 1, 1891.

The Norfolk & Southern Railroad Company grew also by subsequent absorptions of certain other companies, as follows:

(c) The property of the Norfolk, Virginia Beach and Southern Railroad Company, with the exception of certain hotel property at Virginia Beach, was purchased in January, 1900. This company was itself a consolidation of earlier corporations to be noted presently.
(d) Control, by purchase of the stock and bonds, of the Washington and Plymouth Railroad Company, incorporated March 4, 1901, to build a railroad between Washington and Plymouth, both in North Carolina, was secured in January, 1904. In the following March the property itself was conveyed to the Norfolk & Southern Railroad Company.
(e) The Chesapeake Transit Company, incorporated in 1898, and operating a system of electrical railroad from Norfolk via Cape Henry to Virginia Beach, Va., was secured by purchase in 1904. This was effected after certain financial manipulations, by a community of interests in the two companies, placed a majority of the Norfolk & Southern Railroad Company stock in possession of the Chesapeake Transit Company.

Pursuing further the history of the Norfolk, Virginia Beach and Southern Railroad Company, the third corporation noted above, under (c), of the antecedents of the Norfolk & Southern Railroad Company, this corporation was the outgrowth of six other corporations, two of which, however, owned no railroad property. These may be noted in order:

(i) The Norfolk, Albemarle and Atlantic Railroad Company, the immediate predecessor of the Norfolk, Virginia Beach and Southern Railroad Company, because of default of interest on certain bonds, had its property sold by decree of court in 1896, and the company ceased to exist. The property was bought by the Norfolk, Virginia Beach and Southern Railroad Company which was, ipso facto under the Virginia law, incorporated in May, 1896.

The Norfolk, Albemarle and Atlantic Railroad Company was itself a consolidation of five antecedent corporations. Directly, it was the result of an agreement of consolidation, 1891, of two corporations, namely:

(ii) The Danville and Seaboard Railroad Company, incorporated in May, 1887, to build a line from Danville, Va., to the seaboard at or near Norfolk, although it does not appear that the company ever constructed any railroad; and
(iii) The Norfolk and Virginia Beach Railroad Company. This company in turn was the result of certain corporate reorganizations in which the following three corporations were involved:
(iv) The Norfolk and Sewalls Point Railroad Company was incorporated by the Virginia Legislature in March, 1872; but the name was changed as noted in the next paragraph.
(v) The Norfolk and Virginia Beach Railroad and Improvement Company was the successor, by change of name in January, 1882, to the above Norfolk and Sewalls Point Railroad Company. The road was opened from Norfolk to Virginia Beach in July, 1883. Meanwhile
(vi) The Seaside Hotel and Land Company was incorporated in September 1880. This does not appear to have been engaged as a carrier, but in August, 1883, all of its property was deeded to the Norfolk and Virginia Beach Railroad and Improvement Company.

The Norfolk and Virginia Beach Railroad and Improvement Company, successors in name to the Norfolk and Sewalls Point Railroad Company, and, by purchase, to the Seaside Hotel and Land Company, encountered financial difficulties, and its property was sold under foreclosure in 1887, to the Norfolk and Virginia Beach Railroad Company, noted under (iii) above, which was formed to take over the property.

This carries back to its beginnings the corporate history of those companies which were merged in the development of the present carrier, by way of the Norfolk & Southern Railroad Company, the first name in the initial statement above of the constituent corporations in the consolidation of 1906, that produced the Norfolk & Southern Railway Company, whose reorganization in 1910, gives rise to the present carrier.

The development leading up to the second of the above-named more important constituent companies of the 1906 consolidation, that is, the Virginia and Carolina Coast Railroad Company, requires further description. The combination of companies under this corporation did not proceed far before it was absorbed in the larger project that resulted in the Norfolk & Southern Railway Company in the fall of 1906, as already noted. It was the outgrowth of three antecedent corporations, as follows:

(a) The Carolina Coast Railroad Company, chartered by North Carolina, in 1903, to provide a railroad from Beaufort, N. C., to the Neuse River at or near Adams Creek, and another from the north side of the Neuse River to Pamlico Sound. However, no mileage appears to have been constructed and the company's existence was practically only on paper.
(b) An earlier Virginia and Carolina Coast Railroad Company, chartered in Virginia, July, 1905, to provide a line from the Norfolk section to Beaufort. Since railroads had already been either built or projected for practically all of the distance, the task of this company was rather to combine existing projects than to start new ones. This, however, was not accomplished until the consolidation in the new Virginia and Carolina Coast Railroad Company, now under review, was effected.
(c) The Suffolk and Carolina Railway Company, a Virginia corporation owning and operating about 75 miles of line from Suffolk, Va., to Edenton, N. C., with a branch east to Elizabeth City, N. C. The Suffolk and Carolina Railway Company was, in turn, the result of consolidations to be noted presently.

In January, 1906, an agreement of consolidation was made between these three companies whereby they were to combine under a new company that would take over the name Virginia and Carolina Coast Railroad Company. The agreement was not executed to the letter, but the new company, on November 26, 1906, acquired the title to their properties. This, however, turned out to be merely a step in the new project of consolidation, by this time under way, by which the Virginia and Carolina Coast combination was merged in the Norfolk & Southern Railway Company, for the properties were on the same date sold to the latter company.

Returning to the consolidation represented by one of the Virginia and Carolina Coast constituents, namely, the Suffolk and Carolina Railway Company, that corporation, in the form in which it entered into the Virginia and Carolina Coast Railroad Company, was the result of the following corporate enterprises:

(i) The Nansemond Land[sic] Lumber and Narrow Gauge Railway Company was incorporated in Virginia in 1873, to develop timber lands in Nansemond County, Va. Suffolk was a railroad center in Nansemond County and a line was projected by this company from Suffolk southward. In 1884, the charter was amended and the name was changed to Suffolk and Carolina Railway Company. Under this name the company was the agency by which the other corporations noted below, were consolidated in 1906.
(ii) The Suffolk and Carolina Railway Company, of North Carolina, incorporated in 1884. This company built no mileage, but sold out to the Virginia corporation of the same name, November 26, 1906, on which date also the Virginia corporation conveyed all its property to the Norfolk & Southern Railway Company.
(iii) The Edenton and Norfolk Railway Company incorporated in North Carolina in 1888, to build a line from Edenton, to a point on the Suffolk and Carolina Railroad. This company deeded its property in July, 1902, to the Suffolk and Carolina Railway Company of Virginia, which constructed its line.
(iv) The Elizabeth City and Western Railroad Company was incorporated in North Carolina in February, 1899, to build a line from Elizabeth City to a point on the Suffolk and Carolina Railroad. This company built none of its road, but like the last named, deeded its property in July, 1902, to the Suffolk and Carolina Railway Company, of Virginia, which constructed its line also.

With these companies, then, began that group of corporate successions which eventually converged in the Virginia and Carolina Coast Railroad Company, the second named corporation in the consolidation of 1906, under the Norfolk & Southern Railway Company, whose reorganization in 1910, gave rise to the present carrier.

We turn now to the second of the two corporations immediately contributing to the carrier system, that is, the Raleigh, Charlotte & Southern Railway Company, which was absorbed in 1913. This corporation was chartered by special act in North Carolina in March, 1911, and its organization was accomplished in February, 1912, at the instance of the carrier, which financed it, in order to consolidate four small railroads and to build connecting links so as to provide an extension of the carrier from Raleigh to Charlotte with collateral branches.

Between September 26 and November 17, both inclusive, 1911, the carrier purchased the entire capital stock of the following lines:

Raleigh and Southport Railway Company,
Sanford and Troy Railroad Company,
Durham and Charlotte Railroad Company,
Aberdeen and Asheboro Railroad Company,

and something more than two-thirds of the capital stock of the Carthage and Pinehurst, which was under lease to the Aberdeen and Asheboro Railroad Company for a period of five years from October 1, 1907. But, instead of absorbing these properties into its system directly, the carrier sold these holdings, except those in the Carthage and Pinehurst, to the Raleigh, Charlotte & Southern Railway Company, practically all of whose capital stock was owned by the carrier. The property of each of the companies whose stock was thus transferred was on January 1, 1912, leased to the Raleigh, Charlotte & Southern Railway Company for a nominal sum, and then, on February 1, was sold to the same company for a nominal sum, and the stocks canceled.

From this date to December 31, 1913, the Raleigh, Charlotte & Southern Railway Company operated these properties and started to build three connecting links, which, however, were not completed until after all of the property had been taken over by the carrier. This transfer was made at the end of 1913, since which time the property has been incorporated with that of the carrier.

The history of these four constituent companies of the Raleigh, Charlotte & Southern Railway Company and the lessor company, the Carthage and Pinehurst, requires further explanation.

1. The Durham and Charlotte Railroad Company was incorporated by special act of North Carolina in March, 1893, to build a line from Durham to Charlotte. Some 44 miles were built from Cumnock to Troy, when the carrier purchased, as related above, the entire stocks and bonds from the sole owner in 1911.
2. The Raleigh and Southport Railway Company was successor to the Raleigh and Cape Fear Railway Company. The latter was incorporated under the general laws of North Carolina in February, 1898, to construct a line from Raleigh to Cape Fear, N. C. Some 31 miles were built to the Cape Fear River when, in March, 1905, the Raleigh and Southport Railway Company was incorporated by special act of North Carolina to build a similar line. In May, the stock of the Raleigh and Cape Fear Railway Company was exchanged for the stock of the Raleigh and Southport Railway Company, par for par, and its property was taken over by the new company, which in turn, as already related, was eventually absorbed by the Norfolk & Southern Railway Company.
3. The Sanford and Troy Railroad Company, successor by change of name to the Sanford and Glendon Railroad Company, succeeded to the property of the Egypt Railway Company in 1910, by purchase, after receivership, of the latter company. The course of this development involves the following corporations:
(a) The Egypt Railway Company was incorporated under the general law of North Carolina in September, 1892, to build a line from Cumnock to Colon, N. C., connecting the Durham and Charlotte and the Seaboard Air Line Railway. The company constructed the road but it was operated from 1894 to its receivership in 1908, by the Raleigh and Western Railway Company, noted below. In March, 1908, the company went into receivership and operation was suspended. The property was later sold on April 1, 1910, to the Sanford and Troy Railroad Company and through it passed to the Raleigh, Charlotte & Southern Railway Company.
(b) The Raleigh and Western Railway Company was similarly incorporated just one year later to build a line between the same points. As already stated, the road was built by the Egypt Railway Company, but was operated from 1894, to the date of the Egypt Company's receivership, 1908, by the Raleigh and Western Railway Company.
(c) The Sanford and Glendon Railroad Company was incorporated under the general laws of North Carolina, but the date is not known. In July, 1909, it was authorized by act of the North Carolina Legislature to change its name to the Sanford and Troy Railroad Company. This was done as of April 1, 1910, when the company acquired the property of the Egypt Railway Company.
4. The Aberdeen and Asheboro Railroad Company was


road Company at Star, and was extended beyond its western terminus at Troy by a separate section of the Aberdeen and Asheboro Railroad Company from Troy to Mount Gilead, and was extended beyond its eastern terminus at Cumnock by the third road, the Sanford and Troy Railroad Company, as far east as Colon. The other disconnected section, some 60 miles long, ran from the outskirts of Raleigh southwestward to Varina, N. C., and thence south to Fayetteville, N. C. Between the nearest point on this section and Colon, the eastern point on the other section, there was an unspanned space of about 22 miles, and from Mount Gilead, the most westerly terminus, to Charlotte was 52 miles. The Raleigh, Charlotte & Southern Railway Company then constructed a connecting link between Colon and Varina, extended the line west from Mount Gilead to Charlotte, and built its own physical connection at Raleigh between the Raleigh and Southport Railway Company property and the Norfolk & Southern Railroad Company. This new construction, completed after the property was taken over by the carrier, added 76.91 miles to the acquired mileage, making a total owned mileage of about 280 miles.

Besides the owned mileage thus built up, the Raleigh, Charlotte & Southern Railway Company acquired, with the Aberdeen and Asheboro Railroad Company, a leasehold in the Carthage and Pinehurst. This company was incorporated in 1906, and its line of 12.6 miles was built in 1907 by the same interests which controlled the Aberdeen and Asheboro Railroad Company. It was leased before completion to the Aberdeen and Asheboro Railroad Company and with that company passed under the operation of the Raleigh, Charlotte & Southern Railway Company.

The Raleigh, Charlotte & Southern Railway Company's system, thus comprising 279.86 miles of owned mileage and 12.6 miles of line operated under lease, or a total of about 292 miles of operated mileage, was incorporated in the carrier as of December 31, 1913. This, added to the mileage taken over from the Norfolk & Southern Railway Company, certain miscellaneous changes and a few miles of trackage rights around Norfolk, gives the carrier an owned mileage of 787 miles and a total operated mileage of 900 miles.

HISTORY OF CORPORATE FINANCE


ties and built connecting links and extensions, which gave the Norfolk Southern Railroad Company a line westward from Raleigh to Charlotte with collateral branches.

The oldest of the properties entering into the Raleigh, Charlotte & Southern Railway Company was the Aberdeen and West End Railroad Company. This began in 1887, as a logging road 6 miles long between Aberdeen and Pinehurst. In 1889, a charter was secured and the property extended to West End, making a total of about 13 miles of line. The road was afterwards extended northwestward from West End to Star, making a total mileage of 29.75 miles,


The Raleigh, Charlotte and Southern Railway Company, as heretofore related, was a consolidation of four preceding corporations, namely, the Aberdeen and Asheboro Railroad Company, the Sanford and Troy Railway Company, the Durham and Charlotte Railroad Company, and the Raleigh and Southport Railway Company. The Aberdeen and Asheboro Railroad Company, was itself the result of a simple antecedent development, all the roads involved having been built by A. F. Page and his successors in interest who had large lumber properties to develop. The first company in this development was the Aberdeen and West End Railroad Company, chartered in 1889 to give formal status and enlargement to a logging road already in operation. This company issued securities as follows:

Capital stock, at organization for $149,800 cash $150,000
Bonds issued in 1890 for

[...]

To provide for the extension of the property, a new company was chartered in 1896 in order to avoid difficulties in the charter of the Aberdeen and West End Railroad Company. The new company was the Asheboro and Montgomery Railroad Company. This issued only capital stock to the amount of $100,000. The charter of the Aberdeen and Montgomery Railroad Company was amended the next year, 1897, and one amendment provided for the consolidation of the Aberdeen and West End Railroad Company and the Aberdeen and Montgomery Railroad Company when both should be controlled and operated by the same organization. The consolidated company was to bear the name of Aberdeen and Asheboro Railroad Company. This consolidation took place in 1897 and the new company's original capitalization was as follows:

Capital stock to cover the aggregate of the two

[...]

Later, in 1906, the Aberdeen and Asheboro Railroad Company issued $20,000 more in stock to retire that of another small company absorbed by it, believed to have been the Jackson Springs Railroad Company, which had been operated by the Aberdeen and Asheboro Railroad Company from its organization in 1901. The funded debt also was changed, but earlier. In 1898, $30,000 additional bonds were issued for cash, making a total of $80,000, and in 1900 this was refunded from part of proceeds of a new and larger issue of first mortgage, 30-year, 5 per cent bonds to the amount of $164,000 sold for cash at 95. The

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