Savannah morning news. [volume] (Savannah) 1868-1887, 1882-02-08

Company therein, which should De Issued
BY the said steamship company and deliver
ed to said Railroad and Banking Company,
to be by It distributed among its stockhold-
ers. snd among the stockholders of the
Southwestern Railroad Company, although
the said Railroad and Banking Company by
virtue of its ownership Of all the stock OF
said steamship company, was already pos
sessed Of the only representatives OF the
property of the same, and sl the interests
therein, which were authorized by its char
ter hereinbetore set out, and although the
issue of such additional representatives OF
property, or interest, and the distribution
thereof as aforesaid. would be without su-
thority Of law, illegal. ultra wires. and con-
trary to the public policy Of the State; that
certain of the present Board OF Directors OF
the said Railroad and Banking Company
being in sympathy with this scheme. and
combining and confedersting with such
stockholders, determined to elect as the
directors of the said steamship company at
the meeting Of the stockholders Of the cor
pDration to be held on the seventh day of
February, 1882, viz: the said William NJ.
Wsdley, j. f. Gilmer, Edward G. Anderson,
E. Porter Alexander and Chss. Il. PhinizY,
who should, n o their election, proceed to
issue to said r abroad and Banking Com
panv. to be by 1t distributed among its
stockholders, and among the stockholders
of the Southwestern Railroad Company.
certain certificates purpOrting to be issued
BY said steamship company under the hands
of its President and Secretary, whereby the
holders thereof would be declared to be
entitled to receive from the annual net
earnings of said steamship company,
to be ascertained as therein provided, an
nusl interest upon sums therein to be named
at such rate not to exceed 6 per cent. per
annum land not to be cumulative in case OF
either entire or partial default during auy
one or more years., as the whole Of the said
net earnings SO ascertaiGed would avail or
be sufficient to pay upon a principal Of five
millions dollars, of which said five millions
the amount to be specified in each bond
should form q part and be entitled TO equal
and pro rata participation with the remain
der, the whole being entitled to receive not
exceeding three hundred thousand dollars
per annum as interest from the net earnings
of said steamship company, under the con-
ditions therein expresse: the net earnings
TO be applicable to the payment of the in
terest to be ascertained according to 8
method to be prescribed in such certificates;
and your orators hereto annex, as exhibit
a." to which they prsy the usual leave or
reference, the form Of such proposed GER
tifcate.
And your orators, further complaining,
say, and charge on information and belief,
that all the details OF the said plan were
fully matured prior to the said 9TH day Of
February, 1882, the form of the certificates
was prepared, and the arrival Of said day
was only awaited TO carry said unlawful pur
pose into effect; that your orators being
informed through reliable sources Of the
said plsn-the general outlines Of
which were indeed known to the public
generally-certain of your orators, viz
Nm. W. Gordon, H. VI. Conner, Henry
Bun, Henry Brigham, John Flsnnery, and
others, on the All day Of February, 1882,
addressed a written communication to the
said the Central Railroad and Banking
Company of Georgia through its
President and directors, advising them
Of the said scheme, and calling
upon said company to protest against the
said proposed or any similar issue, and 10
terms to expressly forbid it, and also to file
a bill against the said steamship company
to enjoin the contemplated act: and your
orators had well hoped that said company
would have at oEce taken all proper steps to
restrain the unlawful issue of such or SINH
lar certificates, but said corporation, neg
iecting its manifest duty in the premises
and unmindful of your orators rights, posi-
lively refused to take the necessary action
TO restrain said issue of such or similar
certificates; and your orators charge that
said railroad and banking company com
bined and confederated with the directors
of said steamship company to procure the
said Illegal issue OF certificates; that it was
fully eggplant Of the intended action of
said directors and Of all the details of the
said plan.
And your orators further complaining say
that the Board of Directors Of the Central
Railroad and Banking Company of Georgia,
met on the 7th day Of February. 1882, and
undertaking to act as the stockholders of
of the said Ocean Steamship Comosny. of
Savannah, proceeded to elect five of their
number, viz: The said William NJ. Wadley,
j. F. Gilmer, Edward G. Anderson, E. Por-
ter Alexander and Charles H. PhiniZy the
directors Of the said steamship company for
the ensuing year, and thereupon said five
directors met and elected the said William
NJ. Wadley the President OF said Board and
Of said 0cean Steamship Company, and as
your orators are informed and believe, pass
ed a resolution for the immediate issue OF 8
certificate or certificates to the amount of
three and ore half millions of dollars, bearing
interest at the rate of per cent. per snnum
and except ss to amounts similar to the Ger
tiacate, a copy Of which is hereto attached
as exhibit GA"
And your orators aver that they can not
attach a cop Of said last named certificates,
as they have not been permitted to inspect
them, but ask leave to do so as soon as the
the said Ocean Steamship Company may see
f. t. inform its stockholders of the said
resolution and the action taken thereon.
And your orators further say that said d.
rectOrs, after the passage OF said resolution,
called upon said William NJ. Wadley, the
President, to sign such certificates; that said
William VI. Wsdley, well knowing the issue
of such certificates to be not only against
the interest Of said company, but in viola
tion Of the spirit OF the laws Of the State
and without authority Of law, refused to
sign such certificates, and at enee resigned
his position as President and a member Of
said Board of Directors.
and your orators further complaining say
that on the morning Of the said seventh day
of February they addressed a commuuica-
ton 10 the said steamship company, request
ing 1t TO protest against the said proposed
or any similar issue, and in terms to ex-
pressly forbid it, and that it would file bill
to 7 ioin such issue, and they attach as ex-
hibit B, to which they prsY the usual leave
of reference q copy Of said communication;
that said communication was handed to
William NJ. Wadley, the then President Of
said steamship company, before any action
was taken concerning the issue of SAIL Ger
tiicates aud, before the resolution herein
before sverred had been offered, that said
communication was handed by said Presi-
dent to the Secretary OF the Board to be
read to the directors, and he proceeded to
read the same, when he was interrupted ~
motion to lay the communication on the
table, and the motion prevailing, the said
resolution for the Issuance of said certif-
Gates was, thereupon, offered and passed
that in answer to said communication your
orators received a letter, copy of which is
hereto annexed as exhibit C, to which the
usual leave Of reference is prayed, from the
successor in the office of President to said
William NJ. Wadley, In which It is stated
that the action of the board touching the
matters referred to in said communication
had been taken before such communication
was received ; and it was further stated In
said letter that It was 10 thought proper
by the board to disclose what action
had been taken until 1t should
be communicated to the stockholders of said
steamship company that thereupon your
orators addressed q letterto said William NJ.
Wadley as President OF said railroad and
banking company, asking that he inform
them as to the action Of said board, and
they received a reply from him conveying
the information as far as he could give IL
and your orators hereto attach, as exhibits
D and E, copies of their letter to said Presi-
dent and his reply, 70 which they pray the
usual leave of reference.
And your orators further show and ex-
pressly charge that the said action Of said
directors OF said company, TO- wit:
Edward G. Anderson, j. F. Gilmer, E. Por.
ter Alexander and Charles H. Phinizy, in re-
fusing to hear your orators communi-
cation read, and in proceeding to
pass said resolution, was highly improper
and in ~derOgation of the rights of your
orators, aud eyinced q knowledge on the
part of said directors that the proceedings
were Illegal and without authority of law,
and such action Of said directors was calcu-
lated to iDjure yOur orators and to impede
thcfr rsrhts N amin 70 the nnnrfs for raliaF