Amtrak Ownership

[russianrail]

I have been having a discussion about the legal ownership of Amtrak and searches have come up with some interesting comments, but we have not been able to come up with an exact answer - even off of Amtrak's website.

It appears to be a public/private partnership owned by a Board of Directors with the government controlling some preferred stock and some private stockholders having common stock (but with a stock value of $0.00). If this is accurate (and I really don't know), who actually owns the stock?

Any facts or sources would be greatly appreciated (and I am aware that this could get rather legal/technical and complicated).

Many thanks.

 

[Trogdor]

The Board of Directors does not own anything.

 

[xyzzy]

Read the NRPC annual report at http://www.amtrak.com/servlet/BlobServer?blobcol=urldata&blobtable=MungoBlobs&blobkey=id&blobwhere=1249236968984&blobheader=application%2Fpdf&blobheadername1=Content-disposition&blobheadervalue1=attachment;filename=Amtrak_2011-Amtrak-Annual-Report-Final.pdf and specifically Note 5 starting on page 81 and Legal Proceedings on page 93. Bottom line, the US Gov't owns preferred stock. Four private companies still own the common stock. The largest common stockholder is APU, corporate successor to Penn Central, with 55.8%. Whether the common stock has any real value is a matter of debate for the last 10 years.

 

[AlanB]

In the simplest terms, We The People own Amtrak.

The Common Stock has NO voting rights, in addition to no value or at least very minimal value. Only the Preferred Stock has voting rights something that is unusual in normal corporations; it's generally the Common that votes. And the US DOT holds all Preferred Stock in trust for Congress and We The People. This is why the President appoints the Board of Directors with the US Senate's approval.

So with all the stock that has any real value and the right to vote at a stockholder's meeting being held by the US DOT for We The People, we are largely the owners.

 

[NE933]

In the simplest terms, We The People own Amtrak.

The Common Stock has NO voting rights, in addition to no value or at least very minimal value. Only the Preferred Stock has voting rights something that is unusual in normal corporations; it's generally the Common that votes. And the US DOT holds all Preferred Stock in trust for Congress and We The People. This is why the President appoints the Board of Directors with the US Senate's approval.

So with all the stock that has any real value and the right to vote at a stockholder's meeting being held by the US DOT for We The People, we are largely the owners.

So then why aren't some of Amtrak's major decisions regarding executive placement subject to vote on election day, particularly the Board members?

 

[jis]

In the simplest terms, We The People own Amtrak.

The Common Stock has NO voting rights, in addition to no value or at least very minimal value. Only the Preferred Stock has voting rights something that is unusual in normal corporations; it's generally the Common that votes. And the US DOT holds all Preferred Stock in trust for Congress and We The People. This is why the President appoints the Board of Directors with the US Senate's approval.

So with all the stock that has any real value and the right to vote at a stockholder's meeting being held by the US DOT for We The People, we are largely the owners.

So then why aren't some of Amtrak's major decisions regarding executive placement subject to vote on election day, particularly the Board members?

That is because the federal government is a representative democracy, not a direct democracy, and the law that set up Amtrak, set Amtrak up the way it is. But this is starting to get a bit OT though. You don't get to directly vote on who the FAA or FRA administrator, or even who is going to be a Supreme Court justice either.

 

[Trogdor]

Do you honestly want 500 elections on a ballot?

 

[Anderson]

Do you honestly want 500 elections on a ballot?

If so, move to California...

 

[the_traveler]

1337624746[/url]' post='368578']

1337623435[/url]' post='368575']Do you honestly want 500 elections on a ballot?

If so, move to California...

But that's because you keep ejecting former actors as Governor. They are used to 100's of tries (takes) for 1 scene!

 

[afigg]

In the simplest terms, We The People own Amtrak.

The Common Stock has NO voting rights, in addition to no value or at least very minimal value. Only the Preferred Stock has voting rights something that is unusual in normal corporations; it's generally the Common that votes. And the US DOT holds all Preferred Stock in trust for Congress and We The People. This is why the President appoints the Board of Directors with the US Senate's approval.

So with all the stock that has any real value and the right to vote at a stockholder's meeting being held by the US DOT for We The People, we are largely the owners.

According to the text in the 2011 Annual report, the common stockholders do have some voting rights: "The common stockholders, who acquired their stock from four railroads whose intercity rail passenger operations Amtrak assumed in 1971, have voting rights for amendments to Amtrak’s Articles of Incorporation proposed by the Board of Directors."

However, it is likely a meaningless right if the preferred stock can also vote on amendments as the US Government (aka We the People, more or less), holds 109,396,994 preferred shares of $100 par value while there are 9,385,694 shares of common stock of $10 par value.

Interesting how long the Amtrak Reform and Accountability Act of 1997 requirement to redeem at "fair market value" the shares of outstanding common stock as of December 2, 1997 has dragged on. Amtrak offered 3 cents a share for the common stock ($281.5K total). In a letter dated November 2, 2000 the counsel for the 4 common stockholders rejected the offer. So in 2008, American Premier Underwriters, Inc. (APU), owner of 55.8% of the common stock through its predecessor, Penn Central, sued for $52.0 million plus 40 years of interest. The lawsuit was dismissed in federal court, APU appealed to the Sixth Circuit. Appears that closing out the common stock by buying out the 4 owners could drag on for more decades. Job program for legal departments!

 

[xyzzy]

NRPC (Amtrak) is domiciled, or legally constituted, in the District of Columbia -- to the extent that DC corporation law, which was adopted by Congress because DC is not a state proper, does not conflict with the various acts of Congress that have created NRPC. I suspect the reason that the four common shareholders are allowed to vote on proposed amendments to the NRPC Articles of Incorporation is that DC law grants them this right and that no act of Congress has technically taken it away -- although, as the previous post says, the right is irrelevant given the preponderance of preferred shares held by the gov't.

 

[amamba]

In the simplest terms, We The People own Amtrak.

The Common Stock has NO voting rights, in addition to no value or at least very minimal value. Only the Preferred Stock has voting rights something that is unusual in normal corporations; it's generally the Common that votes. And the US DOT holds all Preferred Stock in trust for Congress and We The People. This is why the President appoints the Board of Directors with the US Senate's approval.

So with all the stock that has any real value and the right to vote at a stockholder's meeting being held by the US DOT for We The People, we are largely the owners.

So then why aren't some of Amtrak's major decisions regarding executive placement subject to vote on election day, particularly the Board members?

Sure they are - through your vote for POTUS and then of course for your local senators and congressmen/women.

 

[railiner]

Read the NRPC annual report at http://www.amtrak.com/servlet/BlobServer?blobcol=urldata&blobtable=MungoBlobs&blobkey=id&blobwhere=1249236968984&blobheader=application%2Fpdf&blobheadername1=Content-disposition&blobheadervalue1=attachment;filename=Amtrak_2011-Amtrak-Annual-Report-Final.pdf and specifically Note 5 starting on page 81 and Legal Proceedings on page 93. Bottom line, the US Gov't owns preferred stock. Four private companies still own the common stock. The largest common stockholder is APU, corporate successor to Penn Central, with 55.8%. Whether the common stock has any real value is a matter of debate for the last 10 years.

Interesting subject. I don't know about lately, but back when I worked there, our ID's had a prominent line stating: 'A mixed ownership government corporation.'

Besides Penn Central, does anyone recall the other three stockholding roads? My memory is fuzzy, but IIRC they were Burlington Northern, Grand Trunk Western (CN), and the last not sure....Milwaukee Road?