New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1889-05-14
THE NATURE OF THE PAPERS.

THE NATURE OF THE GAfEhS'
After the papers had been served, Mr. Willard leit
his Office while Tribune reporter was waiting 70 500
him They are Of an entirely different character nom
what Mr. Willard bad said no expected. as the inIuho-
ton restraints the Oregon and TTsnscont'nenta from
a proposed issue Of new stock, and also nom any
pledcing or other disposition OF Oregon Railway ana
Navigation stock held by tho former company. INC
suit Is brought by Elijah Smith and Edward Il. bcLs'
stockholders in the oregon companies ana Johh H.
Hall and Sidney Dillon oN"cut" the indemnify POM
Tho complaint recites the fact OF the organization
OF the Oregon and Tfanscontinental COMPANY uhuer
the laws Of Oregon. dated June 81. 1881. with sup
Elementary articles dated July g. 1882. malorltV
Of the directors live ~ Oregon but It Is charged 'h"t
,bcy arc not largely Interested IN the company ann
arc entirely subscrylent 10 the wishes ana n'rmuo"s
Of Henry Willard, tho president. The oregon ana
TranscontrcntaI owns over Sl2.oooooo stock OF the
oregon Railway and Navigation Company, being
moro than onc.haIf OF the total issues. and
also owns about S20,0Oo.0Oo stock OF INC
Northern Pacific Railroad. The lease OF the NsViHS
tIon Company at por cont on It's stock to The oresoo
short Line Is reclisd well the issue Of SfoOooOoo
Of the s5o,OOo,OOo capital OF tho Transcont'nent~
COMPANY The contest for the control OF the latter
coupany. whose annual election will BE- held in Port
land ore on June IL Is mentioned. and II Is then
alleged that Mr. Willard. without consulting the Exec
utve Committee by telegraph Instructed mo directors
TO authorize tho lssun Of the remaining slo,cOoCO0
Oregon Transrontincnal stock under pledge OF tho
company guaranteeing dividends at the rate Of
per cent said guarantee 10 be secured by pledge OF
the sl2OOO,OOO stock Of the Oregon Railway and
Navigation Company. and authorizing the Executive
Committee OF the Oregon TranScontiGcntal TO dispose
OF the now Issue and charge and receive COMMISSIONS
ard rebates therefor. II Is also charged that Mr.
Willard instructed the directors TO provide that no
stockholders Of the oregon Transcontintnia oaninZ
les than ono quarter Of the stock shall be permitted
fha kop nd nam q hn
company.
DECLARATIONS IN THE COMPLAINT.
/ The complaint dcclagcs that the directors Of the
Orrgon AMI TranEcontlnentsl met at Portland on
May 10, only sUycn out Of Scvontecn members being
pr scrt and adopted resolutions In accordance with
tho Instructions OF Mr. Willard. 1t Is alleged that
Mr. Willard had prepared certificates of the new
stock. and contemplated their purchase bY himself
10y prrsOns who would give their proxies to tie
Willard interest While the now stock Is 10 be 1sten.
siby issued par required hy the laws OF oregon
II IS alleged thhi the prr' VIII bc largely TlAc''l
is cnwu,issrp. and rebates which the said Henry
Willard Viii causr 20 Dc allowed BY the Executive
Committee himself FOR services IN selling AMI
Placing sad shares. ." the great injury aud damage
Of the cfrnd.Ilt company
II Is also charged that Mr ynlarrS success In CON
trolling The oregon and Unconstitutional election Ov
rhceo alleged method. win tc contrary n tho wish
Of tho holder, % majority Of u" present stock and
also dosla7.d rhar Mr. ylam and his associates
design 10 use tho money frcm the. sao OF the nc"
stock to purchase enough additional SiocR ~ Tho
northern pariec Company Ia s"curr the control Of
hat corporation. The plaintiffs complain that the
Or Gon Trausconn"nd ha~ authority to Issu' nr'-
fNrrd stock and will subject the company ~ tho
lo.s Of itS corporate franchise. well n prpbab'
lead 20 thr unnte los Of the oregon Railway anil
Navigation stock now held By Tho Oregon Trans
continental COMPANY.
Accompanying aNldavits show tha, on last SATURDAY.
morning tho day after the mcnnc Of tho TranscOn.
tn"nial directors Auditor :. f. Wiley, 81 the
pAnv. iclcCaphrl from Portland, ore. 10 Elijah
Smith ~ the action Of tho Dufd. and subsequently
sent ON the opinion Of Joseph simon. another director
that the proposed issue 81 now stock Illegal aud
/ hrgn nod A M
Mr.. Simon and Mr.. Hclngrr directors Who
voted and protested against tho action Of tn other
five directors Dillon 4 Swayuc are the attorneys Il
| the stockholders who have SogyN Tho injunction SUIT
and George IIOsdly Is associate counsel