§24304. Capitalization

(a) Stock.-Amtrak may have outstanding one issue of common stock and one issue of preferred stock. Each type of stock is eligible for a dividend. The articles of incorporation of Amtrak shall provide that-

(1) each type of stock must be fully paid and nonassessable;

(2) common stock has a par value of $10 a share; and

(3) preferred stock has a par value of $100 a share.

(b) Limitations on Ownership and Voting.-(1) A rail carrier or person controlling a rail carrier-

(A) may not hold preferred stock of Amtrak; and

(B) may vote not more than one-third of the total number of shares of outstanding common stock of Amtrak.

(2) Additional common stock owned by a rail carrier or person controlling a rail carrier is deemed to be not outstanding for voting and quorum purposes.

(c) Preferred Stock Dividends and Liquidation Preferences.-The articles of incorporation of Amtrak shall provide that-

(1) its preferred stock has a cumulative dividend of at least 6 percent a year;

(2) if a dividend on the preferred stock is not declared and paid or set aside for payment, the deficiency shall be declared and paid or set aside for payment before a dividend or other distribution is made on its common stock;

(3) the preferred stock has a liquidation preference over the common stock entitling holders of preferred stock to receive a liquidation payment of at least par value plus all accrued unpaid dividends before a liquidation payment is made to holders of common stock; and

(4) the preferred stock may be converted to common stock.

(d) Issuance of Preferred Stock to Secretary.-(1) Not later than 30 days after the close of each fiscal quarter, Amtrak shall issue to the Secretary of Transportation preferred stock equal, to the nearest whole share, to the amount paid to Amtrak under section 24104(d) of this title during the quarter.

(2) Preferred stock issued under this subsection or section 304(c)(1) of the Rail Passenger Service Act is deemed to be issued on the date Amtrak receives the amounts for which the stock is issued.

(3) An amendment to the articles of incorporation of Amtrak is not required for issuing preferred stock under this subsection.

(e) Taxes and Fees on Preferred Stock.-A tax or fee applies to preferred stock issued under this section only if specifically prescribed by Congress.

(f) Nonvoting Certificates of Indebtedness.-Amtrak may issue nonvoting certificates of indebtedness, except that an obligation with a liquidation interest superior to preferred stock issued to the Secretary or secured by a lien on property of Amtrak may be incurred when preferred stock issued to the Secretary is outstanding only if the Secretary consents.

(g) Inspection Rights.-Stockholders of Amtrak have the rights of inspecting and copying set forth in section 45(b) of the District of Columbia Business Corporation Act (D.C. Code §29–345(b)) regardless of the amount of stock they hold.

( Pub. L. 103–272, §1(e), July 5, 1994, 108 Stat. 908 .)

Historical and Revision Notes

Revised Section	Source (U.S. Code)	Source (Statutes at Large)
24304(a)	45:544(a) (1st sentence, last sentence words before (A), (A) (1st sentence), (B)(i) (1st sentence)).	Oct. 30, 1970, Pub. L. 91–518, §304(a), 84 Stat. 1331 ; Aug. 13, 1981, Pub. L. 97–35, §1175(1), (2), 95 Stat. 691 .
24304(b)	45:544(a) (2d sentence).
	45:544(b).	Oct. 30, 1970, Pub. L. 91–518, §304(b), 84 Stat. 1332 ; Oct. 28, 1974, Pub. L. 93–496, §2, 88 Stat. 1526 .
24304(c)	45:544(a) (last sentence words before (A), (A) (last sentence), (B)(i) (last sentence), (ii), (iii)).
24304(d)(1)	45:544(c)(1), (2).	Oct. 30, 1970, Pub. L. 91–518, §304(c)(1), (2), 84 Stat. 1332 ; restated Aug. 13, 1981, Pub. L. 97–35, §1175(3), 95 Stat. 691 .
24304(d)(2)	45:544(c)(3).	Oct. 30, 1970, Pub. L. 91–518, 84 Stat. 1327 , §304(c)(3); added Apr. 7, 1986, Pub. L. 99–272, §4003, 100 Stat. 107 .
24304(d)(3)	45:544(c)(4).	Oct. 30, 1970, Pub. L. 91–518, 84 Stat. 1327 , §304(c)(4); added Oct. 27, 1992, Pub. L. 102–533, §5, 106 Stat. 3517 .
24304(e)	45:544(e)(2).	Oct. 30, 1970, Pub. L. 91–518, §304(d), (e), 84 Stat. 1332 ; restated Aug. 13, 1981, Pub. L. 97–35, §1175(4), 95 Stat. 691 .
24304(f)	45:544(d).
24304(g)	45:544(e)(1).

In subsection (a), before clause (1), the words "issue and" are omitted because they are included in "have outstanding". The words "in such amounts as it shall determine" are omitted as surplus. The words "one issue of common stock and one issue of preferred stock" are substituted for "two issues of capital stock, a common and a preferred" for clarity. In clause (1), the word "designated" is omitted as surplus.

In subsection (b)(1)(A), the words "may not hold" are substituted for "may be issued and held only by any person other than" to eliminate unnecessary words.

In subsections (b)(1)(B) and (c), the words "as defined in section 10102(6) of title 49" are omitted because of the definition of "rail carrier" in section 24102 of the revised title.

In subsection (b)(1)(B), the words "after the initial issue is completed" are omitted as executed. The words "single" and "directly or indirectly through subsidiaries or affiliated companies, nominees, or any person subject to its direction or control" are omitted as surplus. The words "may vote not more than one-third of the total number of shares of outstanding common stock of Amtrak" are substituted for "At no time . . . shall the aggregate of the shares of common stock of the Corporation voted by . . . exceed 331/3 per centum of such shares issued and outstanding" to eliminate unnecessary words.

In subsection (b)(2), the words "Additional common stock" are substituted for "a number of shares in excess of 331/3 per centum of the total number of common shares issued and outstanding, such excess number" to eliminate unnecessary words. The words "issued and" are omitted because they are included in "outstanding".

Subsection (c)(1) is substituted for "Dividends shall be fixed at a rate not less than 6 per centum per annum, and shall be cumulative" to eliminate unnecessary words.

In subsection (c)(2), the text of 45:544(a) (last sentence) (A) (last sentence) and the words "for any dividend period" and "at the rate fixed in the articles of incorporation" are omitted as surplus.

In subsection (c)(3), the words "holders of preferred stock" are substituted for "preferred stockholders", and the words "holders of common stock" are substituted for "common stockholders", for consistency in this chapter.

In subsection (c)(4), the words "at such time and upon such terms as the articles of incorporation shall provide" are omitted as surplus.

In subsection (d)(1), the text of 45:544(c)(1) and the words "Commencing on October 1, 1981" are omitted as executed. The words "and in consideration of receiving further Federal financial assistance", "of the United States Government", "additional", and "of funds" are omitted as surplus.

In subsection (d)(3), the words "required to be issued" are omitted as surplus.

Subsection (e) is substituted for 45:544(e)(2) to eliminate unnecessary words.

In subsection (f), the words "in addition to the stock authorized by subsection (a) of this section", "securities, bonds, debentures, notes, and other", and "as it may determine" are omitted as surplus.

Subsection (g) is substituted for 45:544(e)(1) to eliminate unnecessary words.

References in Text

Section 304(c)(1) of the Rail Passenger Service Act, referred to in subsec. (d)(2), is section 304(c)(1) of Pub. L. 91–518, which was classified to section 544(c)(1) of Title 45, Railroads, prior to repeal by Pub. L. 103–272, §7(b), July 5, 1994, 108 Stat. 1379 . For further details, see Historical and Revision Notes above.