New-York tribune., 1869-01-20
THE NEV. YORK CENTRAL RAILROAD DIS
PUTE.
THE ISSUE or THE INTEREST CERTIFICATES
STATEMENTS OF MIR. VANDERBILT AND


Justice Ingraham. yesterday. This case up
on the order to show why the injunctions
heretofore granted and varously modified, against the
issuing of the 50 per cent of interest certificates the
New-York Central Railroad stock, which has been
nouuced by advertisement should not be vacated. On
this the afidavits of Mr. vanderbilt, Mr. Schel,
and Mr. Clark taken before Mr. Redfeld Referee
on behalf OF the plaintiff read The examination
was commenced on the 1ith nst but no important test
mopy was taken on that day. II resumed on the
18TH when Mr.. Vanderbilt testified that Mr. Chaplin,
MIR Clark and himself were appointed TO make the
tration and TO recommend measure to allow the
stockholders 10 have the proper amounts thht were Que
them i'm some form The statemens prepared showed
that there was a very large amount OF money that
had been expended by the road, legitmately ana
uroperly belonging TO the stockholders, with the
surpuses the road had received for long period
back and he supposed that amount Of money belonged
properly the stockholders. Tue expenditures for
procuring OF rolling stock the buying OF real estate and
everything of that knd-o add to the property oil the
road enable them TO do their business and they took
that mode OF using that surplus money a they earned
it, preference calling the stockholders for new
appropriations. The company chose TO give the stock
holders certificates OF their interest IN the improvements
OF the road. They entitled to the benefits OF the
improvements but how could they get them unless tc
company chose to give them to them III some FORM lie
did not know tlat the certlhcaes gave e
any rights they did not have before The company had
moi the means unless they went into the market ana
raised the money to pay back the s0ehoder an ths
large amount Of money that they had useu neiohSng
properly him therefore they took TINS mode 10 re-
munerdte him.
O. Assuming that the aggregate amount Of the interest
certificates issued the 18Th OF December had Dcen
precisely equal to the amount OF the capital stock OF te
Company what practical difference does 1t make TO the
stakeholder whether he gets an eight per cent Dividend
upon the stock OF four per cent dividend upon e soek
and four per cent dividend upon the lnieies' Sern
catel A. / do not know anything about that; know
that had but motive and that was to give the STOCK
holder what was justly due him.
O. And what did you give him, In tho interest certif
cafe, beyond increasing that upon which dividend III
cash was to be declaredi A. We supposed, or sup
instlv belonged 90 the stockoiders aud did no;
any other mode OF giving him that that belonged 10 nm
O. What interest do these certificates give TO the stock
holder which he did not have beforei a. suppose
of the Company to the stockhoder TO that amount
and which they are ready and willing to pay bh III
O. DO you recocct the net earnings Of the Com
pany which shown to have been 50 expendedf A.
q. or any of the details by which the sum total was
arrived att A. That was made up by our treasurer ana
were right and, therefore, courted the Investigation
That OF the causes why we selected that Com
tuirtpe tO investigate the affairs OF the Company.
o. By that committed" understand you To refer to
the gentlemen whose names are appended to the report
in this mornings TRIBUNE a. Yes, Sir / do not know
OF these gentlemen individually yet may know them
all y see them TO my feeoeSi9m % 90 no, h1Gw So any
GOOD men have got the state, ana that the pub
lie will have confidence In: said. want you select
who those gentlemen are " ana one said that Mr SOaid
good man. ana another ni' oo-'ld-so ana 'nat
i, the way they selected. VERY we'll, SAID II
they arc as good men have got In this state select
did r. aud that is the result Of the investigation:
wanted To be fully borne out III the estimation oil the pup
q That committee was appointed 70 examine the stock
books simply, it nol a. The whole Affairs OF the
Company, as understood IT, on as intended II.
q. That Committee not charged was H. with inc
dutt ~ investigating the amount expended 10y the Cen
trail Railroad Company. from It's formation until the
aanS S , ,ssx hd q 1 power to nPgae The
whole affairs OF all the transactions Of the Central Rail
the resolution; that my intention; wanted some
body investigate the whole transaction all through
o. We're you present at the meeting AT which mat Com
| miIiee was appointed a. Yes.
DSss me & esSP s ai Of he ~ mre5aon under
which the Committee was appontedt A. suppose II to
o. Has the company made any report 10 any Of its
earnings and expenditures for the year 1851 a. sup
pose they have; suppose that the report - All fully
up; have not seen IT. the directions were to have
O. WScn is the report presented 10 the State Engineer
A. think somewhere about the lst OF December but
that until within very few days, Secretary Trea
surer applied for an extension OF that mc ana lac got
the privilege, and am told since that II WAS done aud
O. Have You as President signed the report OF the
road A. No. sir; that the bushes, Of the Vice Pres
dent as / suppose. Either the President or NlcoIrcs
dent The power. lie does all that do not do any
OF that Office business. lie had not examined the books
and did not know anything about the expenses or re-
ceips OF the road. No proposition was made IN 1905 To
increase the stock lie would have vetoed any such
O. Who originated this plan OF interest certificates
4 / rather think that originated It, 1 started 1t my
srf was seeking some mode 10 give the stockholders
what belonged 10 them. Then we called In such aud az
We had among directors TO help along 10 get II into
shane 10 suit is: and finally fixed upon that thing
think there is any responsibility about the starting, or
the whole OF II, you can put II on to me-
increase in the stock, when could holder Of iu
terct certificate, get the principal sum represented by
the certificate A. | do not know. IL u representa-
tive of much property, as take ~ do not think II
bgher rcprcsentatiOn than stock The holder has cy
dence that he much property there he calls 1t
property he may not cali property that - another
thug. call IL just as good as stock That - the way
estimate The certificate represents nothing more than
the Indebtedness 60 the Interested stockholders pre-
sumo that heretofore the Central owned some other fai
road stocks and property That paid for out Of the
earnings Of the road Therefore they calculated that tat
h ptOperty and that II egnatey belongs 10 the STOCK
holders but the stockholders hadn't II repesented II
sti belonged 10 the company For instance they had
thousand shares o the Lake Shore Road they took
II they originally built the road and paid for 1t out
OF the earnings OF the ROAD.
O. Then. in making up an estimate for tho total amount
OF interest certificates you included not only tie perma
eit improvements the line OF the road but property
interest IN other roads winch you hal pfehaseu A.
on the connecting roads, all the books were In the olco
al Albany AT the time OF the meeting Of Dec 49, at tna
meeting "A statement OF the amount OF net earnings
applied 10 construction was presented.
O. What do you understand by "current expenses OF
the roadi" A. mean mems labor; mean OIL ana waste
and everything that pertains to daily expenses ana day
q. DO you mean repairs' A. Yes.
O. And the supply of engines In place OF engines broken
and destroyedl Yes keeping the stock up III every way
q Supply OF cars for worn out and bridges Tor
bridges broken dOwni A. Yes.
O. supply of rails for broken or worn awayi A. Yes
win close that with closer answer than you put H.
NV idea Of railroad Is this IL take possession OF
railroad to-day, / send my men over TO examine II III
every particular and all over They report 10 me ls con
dton aud then IL is business TO see that Is kept u
e0ual ia every respect TO what II then Tor the next
tors report respect 10 the rolling stock aud every
lining else increase 10 beyond that that Is subject
which may be credited TO tho roado the stockholders
n Won please; that II take hold OF road ana
uyestigate it, and find that 1t has 80 much rolling stock
worth so much money and the roadbcd IN such con
dOp At the end OF the year we see II we nave Dcefcd
those thngs-f We have Dctered the rOadbed, or the
rolling stock whether IL has gone the other way II
Norse than IL Wasl SuppOsng ~ Is worse uen thtfe mas
bee lack Of attention. on the part OF me Supentndent
for our 10 keep everything up ana IL ete
4 posibity Of our improving ythiDR for the go0d o
fho road then they have 10 make the Improvement H.
i'm The place Of an old wooden bridge That cost SoVO we
build an iron one that costs 5000 the surplus amount
beyond what IL would have cost to have bnt he"