The daily dispatch. [volume] (Richmond [Va.]) 1850-1884, 1881-08-25


~. .,,ea e h s'stfd III the bin bas
80, a,,<,osnfed. III the plan Of consolids-
Ian snneoved By the stockholders 81 tns
company Is aforesaid certain
bss.ics are named for
rax CONSULTATIVE LIKE,
Il xucb a lire should be created BY law, Dut
amt, sneh legislation Is obtained as WIZ
IeealSRe consolidation these directors save
ID nower ~ such, nor have they sougnt
NOR do they seek 20 exercise any sueh pow
era. The names OF these proposed diiec1.
crs sufficiently appear tn the proeeeoipss
OF stockholders above referred 70. sno
Syndicate Committee, az they are nsn'eu W
the bill. heve no power coniefIeu "poS
them % such by this respondent, apu
can never have until the proposed copsV'r
dation Il legally efected, ana tnen oniy W
contract with this respondent OF Tue con-
soIidsted company.
rHIs RESPONDENT DENIES
that eny consolidated bonds or STOCK pave
been issued, or any consolidated mortgage
given, such as IL charged In the Dill, or toat
such issue Will be made In the absence OF
legal authority therefor.
The issue proposed TO be MADE unoer
said plan OF consolidation, when the same
can be legally done, is bona fde ana equlia-
bic 10 every respect, aud will represent the
actual value OF the properties, right', ana
franchises OF the three corporations pfopos-
ing to consolidate.
The r, flsetion upon the bona Ddes OF tne
action OF the parties named 10 the OIL IN tnis
connection was entirely unwarranteu Nv
the facts, which were easily obtainsDle Dy
sny netson capable OF an intelligent inyesti-
In III.
The stockholders OF the Richmond aDo Al
Ieghany railroad and the holders oil the her'
camille Trust Company's certificates were
invited 10 subscribe, without regard 10 Tue
amount Of their holdings, 10 the proposed
issue OF stock and bonds, but SAID suDscrip-
ton was limited 10 amount from necessity
TITS NOT TRUE
that holders OF less than one hundreu
shares Of stock aud trust eertiDcates were
not allowed TO subscribe. Each stocSnoloer
or certifcate-bolder was inVleu 10
subscribe in proportion TO bis nOiulng, SUI
many Of them holding less than one nun
dred shares did actually subscribe, and will,
when the stock and bonds can be legally
issued. receive the amount subscribed Tor.
The complainant might have subscribed
upop exactly the same terms with others II
~
trust certificate, and his failure 10 do so IS
only attributable TO bis unwillingness, or 10
his igroran of facts which were easily
ascertaiuabe by him, and which were learn
ed by many others who made proper appll-
cation AT the companies' office for lDforma-
ton.
This respondent files herewith
TWO LETTERS
V-L.Lt.o a. and Il - written
by the firm OF which the complainant 10
one, and which are counsel for hlm IN TINS
csuse.-one addressed to the president and
the other to the secretary OF the respondent
compsny,-wbich with the statements in
said bill constitute the only information pos
sessed by this respondent Ct the rights OF
the complainant, or Of his motives for this
suit.
And now having fully answered without
this, &C., this respondent prays 10 be hence
dismissed, with its costs.
ISesI.l Signed by FRANCIS o. FRENCH.
President of the Richmond and Allegheny
Railroad Company,
who has caused It's corporate seal OF SAID
company TO be bereon affixed.
+. o. FRENCH.
Attest: Shepherd Romans, Treasurer and
Acting Secretary.
The Agreement with the Trust Com
pany.
This agreement, made this 29th day OF
December, 1880, between Samuel Sheihsr
OF the first part, James L. Closson OF the
second part, and Lawrence Myers. Joseph
S. LowIey, aud Henry NJ. Alexander, trus-
tees, of the third part SAID parties OF the
third part being hereinafter referred to %
the trusteesl aud the Mercantile Trust Conn.,
pany Of the fourth part hereinafter referred
TO as the Trust Company:
Whereas the parties hereto, oil the first
and second parts, are holders and owners
of large number OF shares OF the capital
stock Of the Richmond and Allegheny Rail-
road Company, and are about TO purchase a
further number OF shares OF the said capita
stock, sufficient to give them majority OF
the said stock; and they desire that the
stock so owned or TO be purchased by them
should be voted in S0iidO, and 10 that end,
and to the end that they may protect and
enhance the value of the interests OF the
stockholders in the said railroad company,
have agreed to establish a trust as TO the
said stock upon the terms and conditions
hereinafter set forth.
Nolo this agreement ioitpeSSeth, That the
parties hereto, in consideration OF the
premises, and OF one dollar by each to the
other paid, and OF the promises and sgree-
ments hereinafter set forth, have promised
and agreed, each for himself or itself, and
not for the others or either or any OF them,
TO and with each other as foIlows--to wit
1st. That they the said parties Of the first
and second parts will on or before the 1lth
day OF January, 1881, purchase at twenty dol.
lars and ten cents per share, or less, not less
than TWENTY-FIVE thousand shares OF the cip-
tal stock Of the Richmond aud Allegheny
Railroad Company, and as many additional
shares Of The capital stock OF said company
as may be offered at said price OF twenty
dollars and ten cents per share as ssid par
ties Of the first and second parts may here
sitter agree TO purchase, each OF said parties
contributing one bali OF the sum necessary
for such purchase.
ID. The stock SO held or to be purchased
shall forthwith be transferred to and re-
main in the Joint names of the parties
hereto OF the third part, as trustees, upon
tie books Of the said railroad company, aud
msiority Of the SAID trustees aud their
successors appointed or chosen 10 the man
ner hereinafter defined shall have the abso-
lutte and irevocable right and power TO vote
upon such stock; and shall vote upon the
same in soiid0.
Sd. The said trustees shall deposit the
certificates for tue stock so held. or which
shall be purchased as aforesaid, With a
power TO transfer the same with the Mer-
camille Trust Company, in trust, upon the
following conditions:
First. Uatil the termination Of this agree
ment the SHARES so deposited with the said
Mercantile Trust Company shall not be
transferred upon the books OF The said rail-
road company except as herein provided,
nor shall The said Trust Company, nor any
other person other than the said trustees.
while this agreement continues In force,
have or claim to have the right to vote on