Morris tribune., 1888-12-26
A Sweeping Denial.

~ OW00oIIlS D0IltdIs
Judge Springer, council for the
$500" system, in reply to the charge
made in the address lately issued in
the name of the Farmers Alliance,
that the Minneapolis & Pacific Rail-
way company had issued a large
amount of income certificates in vio-
lation of law, has this to say:
The statement is not true; the GER
tificates were issued under my advice,
as fully authorized by section /, chap
ter lab, laws of 1877, which is as fol-
lows: "Any railroad corporation,
now existing or hereafter created or
organized by or under any law of this
State, general or special, shall have
the power to create, issue and dispose
of special stock, preferred stock and
income certificates, to such amount,
IN such form aud for such purposes as
may be determined upon by the hoard
of directors of such corporation, with
the assent thereto of the holders of at
least two-thirds in amount of the
common capital stock then outstand-
ing Of such corporation; provided,
however, that no increase of any
special or preferred stock or of any
income certificates issued pursuant 10
this act shall at any time be made
Nf fNUn
thirds In amount of the special stock,
preferred stock, or of the income GER
tificates to be affected by such issue,
rs the case may be-"
The certificates We're issued with
the consent of all parties interested in
the company, from time to time, as
the money was needed for corporate
purposes, under a contract made in
the year 1885.
They are not stock, and do not bear
any analogy to it; the holders are
not entitled to vote, nor to have any
voice in the management of the affairs
of the corporation.
Certificates for shares of stock evil
dence the extent of the interest of the
holders in all the property, assets and
income of the corporation; these in.
come certificates do not entitle holders
to any interest in the property OF
assets OF the corporations, nor to any
part of its income except as the board
of directors may declare.
Nor do they bear any analogy tc
bonds, for bond is payable sometime
and is q debt of the corporation
which, at maturity, may be put in
judgment and the property of the
corporation sold on execution, where
as these certificates are never payable
cannot be put in Judgment, and the
holders are only entitled to sucf
amounts out of the profits and earn
ings of the corporation as the boart
of directors may declare.
Chapter II, laws of 1887, which
makes it criminal offense to issue
stock for less than its par value, does
not affect the subject, nor in any
| manner apply to or modify the pro
visions of chapter 14S above referred
| to.
A portion of the certificates wer,
! issued and sold in connection will
the bonds, under contracts made il
1856, and before chapter IL was enact
ed, and the remainder We're sold TO
nearly 81 100000 in cash, which wa
used in the construction and equip
ment of the road.
AS is we'll known the road rum
through competitive territory for it
whole distance and is new enterprise
and it's earnings have not hlthert,
been sufficient to pay any interest OIL
the income certificates, and it is quit
uncertain and problematical whel
they will the future does not promis
much profit to the investors in thes
certificates.-Pioneer Press, Dec. Is
1885,.