Page:United States Statutes at Large Volume 108 Part 2.djvu/192

 108 STAT. 908 PUBLIC LAW 103-272—JULY 5, 1994 another rail carrier, except that holding securities issued by a rail carrier is not deemed to be a violation of this subsection if the officer holding the securities makes a complete public disclosure of the holdings and does not participate in any decision directly affecting the rail carrier. §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 PREF- ERENCES.— 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.

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