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Interstate Commerce Commission, Valuation Reports, Volume 30

Boston and Providence (Mass.)

Introductory

The Boston and Providence (Mass.) and the Boston and Providence (R.I.), while of record as distinct corporations, are in some ways treated as a single entity. Authority for the merger of the two exists; but the formalities of consolidation have not taken place. Reports to us are for single entity. When there is not a distinction made the single entity is referred to as the Boston and Providence.

Corporate History

The following chart shows the names of the corporations, the respective dates of incorporation, and for each predecessor the date of succession, the immediately succeeding corporation, and the manner of succession. Reference to each of these corporations is made in the last column by its respective number shown in the first column.

No.	Name	Incorporation	Succession
1	Boston and Providence Railroad Corporation (Mass.).	In Massachusetts, June 22, 1831.
2	Seekonk Branch Railroad Company.	In Massachusetts, Apr. 16, 1836.	Sold to 1, Aug. 9, 1839.
3	Stoughton Branch Railroad Company.	In Massachusetts, Mar. 16, 1844.	United with 1, Feb. 6, 1873.

The Boston and Providence (Mass.) was incorporated under a special Massachusetts act approved June 22, 1831, and its organization was perfected July 11, 1831. In 1834 the Boston and Providence (Mass.) appointed a committee to make application to the Legislature of Rhode Island to enter that State and a charter for that purpose was obtained as the Boston and Providence Railroad Corporation (R.I.). The two companies were a part of one plan to establish a railroad between Boston and Providence. The Boston and Providence (Mass.), through lease agreements and by acquiring all of the capital stock of the Boston and Providence (R.I.), has had control of the property of that company since 1835. By special act of Rhode Island passed at its June session 1835, the Boston and Providence (Mass.) and Boston and Providence (R.I.) were authorized to unite and form one company, but this has not been done. The returns and reports to us have been made as for a single corporation.

Development of Fixed Physical Property

The following tabulation shows the mileage of road owned by the Boston and Providence (Mass.) and used by the carrier on date of valuation.

By purchase, 3.94 miles:
- From the Stoughton Branch Railroad Company on Feb. 6, 1873; constructed by that company, Canton Junction to Stoughton, Mass., 1873 3.94 miles.
- From the Seekonk Branch Railroad Company on Aug. 8, 1839; constructed by that company, Old Wharf Point branch, 1839 (0.379 mile abandoned).
By construction: Constructed by the Boston and Providence (Mass.), 54.65 miles:
- Boston to Back Bay, Mass., 1839, 0.71 miles.
- Back Bay to Readville, Mass., 1834 9.32 miles.
- Readville to East Junction, Mass., 1835 24.61 miles.
- East Junction, Mass., to Rhode Island State line, via Pleasant View 1847 3.60 miles.
- East Providence, R. I. branch, 1835 2.00 miles.
- Readville to Dedham, Mass., 1835 2.11 miles.
- East Junction, Mass., to Rhode Island State line, via Rumford, 1835 3.00 miles.
- East Providence, R. I., to Massachusetts State line, 1835 2.60 miles.
- Forest Hills to Dedham, Mass., 1850 5.30 miles.
- Providence-Midland division connection, 1898 1.40 miles.
Less: Difference between recorded mileage and mileage inventoried as of date of valuation 0.550 miles.

Mileage inventoried as of date of valuation, 58.040 miles.

Leased Railway Property

By agreement of June 3, 1835, a part of the property of the Boston and Providence (R.I.) and, by supplemental agreement, the remainder of it, was turned over to the Boston and Providence (Mass.) for sole operation, the rent therefor to be "the same return upon its agreed value that the Boston and Providence (Mass.) might from time to time pay to its stockholders upon their investment." In 1846 the Boston and Providence (Mass.) acquired all of the capital stock of the Boston and Providence (R.I.), so that the process of paying rent became one of payment by the Boston and Providence (Mass.) as lessee, to itself, as sole shareholder of the capital stock of the lessor. Since 1863 no entries of this rent have been made in the accounting records of either company. The Boston and Providence (Mass.) maintained the property but made no separation in its accounting records of the investment in or the operation of the Boston and Providence (R.I.) property, prior to the lease to the Old Colony Railroad.

The Boston and Providence (Mass.) leased its railroad and equipment to the Old Colony Railroad for sole operation for a period of 99 years from April 11, 1888. The property leased includes the interest of the Boston and Providence (Mass.) and ownership of stock of other corporations and all dividends therefrom, and the Boston and Providence (Mass.) turned over to the Old Colony Railroad its material and supplies, bills and accounts receivable, money and cash on hand to be by the lessee applied, at the value thereof to be fixed by appraisal, to the payment of a dividend of 5 per cent on the capital stock of the lessor and the payment of its outstanding liabilities. The lessor agreed to issue bonds for such sums as might be necessary to fund all its outstanding liabilities not thus paid. The lessee agreed to establish a sinking fund in the hands of trustees and to make such annual, or more frequent, payments thereto as may be necessary, with the accretions, to meet, during the term of the lease, all of the lessor's indebtedness. The lease provides that the securities assigned to the lessee may at any time be sold and transferred by the lessee, except the stock of the Boston and Providence (R.I.). That shall not be disposed of, and the stocks of the Union Freight Railroad and of the Providence, Warren and Bristol, if not sold, shall be returned to the lessor in such manner as to give it the same proportionate interest in and control over the present road and property of such corporations as the lessor then had. According to the lease, the lessee was to pay each year, in quarterly payments, as follows: $400,000, equal to 10 per cent on $4,000,000 (the amount of the outstanding capital stock of the lessor), and during the first three years of the lease $10,000 per annum, and each year thereafter $3,000, for organization expenses (which latter sum was increased in 1898 to "not to exceed $5,000"), the lessee to furnish the officers of the lessor proper accommodations at the station of the lessor in Boston, pay the reasonable expenses of an annual inspection of the lessor's property, pay the lessor on May 1, 1888 a $1,300,000 cash bonus, and pay, as the same became due, the interest on the indebtedness of the lessor and upon any future indebtedness created for the purpose of paying such indebtedness, pay all taxes and assessments of every description, maintain the property, furnish necessary equipment additional to that owned by the lessor and make "all permanent improvements at its own expense, such improvements to become and remain the property of the lessor."

These obligations for the year ended on date of valuation, exclusive of taxes, maintenance, inspection, and improvements amounted to $400,000 as rental, $3,000 as organization expenses, and $86,800, as interest on $2,170,000 funded debt at 4 per cent, making a total of $489,800.

Boston and Providence (R.I.)

Introductory

By Rhode Island act of June 16, 1853, the Boston and Providence (R.I.) and the Boston and Providence (Mass.) were authorized to unite and form one corporation. To all intents and purposes, this was done, but the union had not been formally made, nor has the Commonwealth of Massachusetts authorized it. The Boston and Providence (R.I.) makes no report to us nor to the State of Rhode Island. The Boston and Providence (Mass.) includes the property of the Boston and Providence (R.I.) in its road and equipment account and makes no separation of the property, nor of the income therefrom, in its accounting records, and reports to us or to the Commonwealth of Massachusetts. The status of the Boston and Providence (R.I.) is that of a lessor company which has leased its whole property to the Boston and Providence (Mass.), which company, in turn, has assigned the lease to the Old Colony Railroad, which has assigned it to the carrier.

Corporate History

The Boston and Providence (R.I.) is the successor to a single predecessor, named Boston and Providence Railroad and Transportation Company, which was incorporated by a special act of Rhode Island May 10, 1834. The Boston and Providence (R.I.) was incorporated by special act of Rhode Island June 16, 1853, under which the act of 1834 was amended to change the corporate name and to authorize a union with a Massachusetts corporation of the same name.

The Boston and Providence (Mass.) had been incorporated 1831, and authorized to construct a railroad from Boston, Mass., to the Rhode Island State line, and in May, 1834, appointed a committee to make application to the Legislature of Rhode Island to build into that State. The committee obtained a charter for that purpose, in the name of the Boston and Providence (R.I.). The two companies were a part of one plan to establish railroad communication between Boston, Mass., and Providence, R.I.

Development of Fixed Physical Property

The East Providence property of the Boston and Providence (R.I.), including the bridge over the Seekonk River, was built by the company's own forces and opened for operation about August, 1835. The property from the State line to Providence, via Boston Switch, was constructed by the Providence and Worcester in 1847. The Boston and Providence (Mass.) reimbursed the Providence and Worcester for what it had expended in constructing the property from Massachusetts State line to Boston Switch, R.I., and for one-half the amount expended in constructing the remainder from Boston Switch to Providence, R.I. In 1853, at the request of the Boston and Providence (Mass.), the Providence and Worcester conveyed to the Boston and Providence (R.I.) all of the property from the State line to Boston Switch, and an undivided one-half interest in the remainder. The Boston and Providence (R.I.) wholly owns recorded road mileage as follows:

Acquired by construction:
- East Providence, R.I., to property line of Boston and Providence (Mass.), 2.00 miles.
Acquired by purchase:
- From the Providence and Worcester, constructed by that company, Massachusetts State line to Boston Switch, R.I., .70 miles.
Reduced by survey and remeasurement by 1.230 miles.

Total owned on date of valuation, 1.470 miles.

In addition, the Boston and Providence (R.I.) owns an undivided half interest jointly with the Providence and Worcester in the following:

Boston Switch to Providence, R.I., 4.75 miles.
Increased by survey and remeasurement, .220 miles.

Total jointly owned on the date of valuation, 4.970 miles.

Leased Railway Property

On June 3, 1835, the Boston and Providence (R.I.) leased to the Boston and Providence (Mass.) in perpetuity, its bridges at India Point, the road therefrom within the city of Providence, depots, engine houses, etc., "of a value to be determined by the parties, said value to become the basis upon which rentals should be paid equal to the rate of profit which may be annually divided by the Boston and Providence (Mass.) among the holders of its capital stock, payable at the same period at which such dividends are paid." The lessee agreed to maintain the property and pay all expenses arising from its use and occupation. Subsequently improvements and betterments were made and the cost thereof included in the agreed value, which was finally fixed at $150,000. The Boston and Providence (Mass.) acquired all of the capital stock of the Boston and Providence (R.I.), and, therefore, was the beneficiary of any leased payments by itself to the Boston and Providence (R.I.) under the lease. Later the Boston and Providence (Mass.) leased its whole property to the Old Colony Railroad, which, in turn, assigned the lease to the carrier.