Otto Vondrak wrote:The way I always understood things, the NYC and PRR merged on February 1, 1968, forming Penn Central. The way I understood it, two companies merged and made one new company. WRONG. The "merger" was actually the PRR acquiring or buying out the New York Central. Pennsylvania Railroad merely changed their name to Pennsylvania New York Central Transportation Company, or Penn Central for short. The Pennsylvania Railroad traces their existence all the way back to 1846. Which explains a lot...
Well, actually, this was just a corporate administrative necessity, and doesn't indicate what kind of transaction occurred. New York Central was chartered in Delaware, while PRR had its corporate home in Pennsylvania. The newly merged entity had to be somewhere (and only one "somewhere" is allowed). Pennsylvania made the most sense in many ways -- thus that was made part of the deal. For one thing, having the successor to the "Standard Railroad of the World" chartered anywhere but Pennsylvania was probably a non-starter.
So was it a merger or a corporate takeover? The discrimination is slight and mostly irrelevant. The combined assets came under the ownership of a single entity after the proper financial exchanges were made (and the lawyers got their cut!). Practically every merger or acquisition is different, depending on what the situation is and what is agreed upon by the respective boards of directors for the entities being combined (and, of course, approved by shareholders).
In this case, one corporation ceased to exist, and the other continued on with a new corporate identity. I think the bankers involved probably liked this arrangement better (I'm thinking primarily of Mellon), although as we know, they all too soon lived to regret it.
In reality it makes no difference, as how you "spin" the transaction depends on which camp you were in at the time and how you viewed it. Perlman clearly felt taken over operationally, as that was his part of the whole thing.
