St. Paul daily globe. [volume] (Saint Paul, Minn.) 1884-1896, 1890-03-12
SMALL BRINGS SUIT.
There Is Dissension in the
Minneapolis Eleetro-M Mat
Fix Company.
S. S. Small Alleges That He Is
Being Frozen Out OF the
Business.
He Wants All Further Pro-
ceedings Stopped, and
They Are.
Some Of the Most Prominent
Men in the Country
in It.

Not long ago there were rumOrs cur
rent to the effect that all was not serene
between S. s. Small and G. Wright
Dawson, with other stockholders and
directors of the Minneapolis Electro
MatriX company, but the parties con-
cerned at the time denied everything,
and asserted that there was no trouble
of any consequence among the leading
men Of the company. But there was
something the matter, and what that
something was is diVulged by complaint
which was filed in the Office Of the clerk
of the district court yesterday morning.
S. S. Small is the plaintiff, and among
the defendants are the American
Electro-MatriX company, G. Wright
Dawson, James w. Griffin, Theo
g. Bates, e. JuniuS Edwards,
Charles L. Trains, Erastus Wiman,
Lowe Emerson. William NJ. GTOsVenOr,
Charles r. Chute, William Window,
Stephen B. Elkins. Freeman P. Lane,
E. II. Steele and the stockholders of the
Minneapolis ElectrO-MatrlX company,
who are, most of them, well-knOwn
Minneapolitans. Additional interest at
taches to the suit from the fact that
Erastus Wiman. the leading advocate of
commercial union with Canada, Secre-
tary of the Treasury Window. and S.
B. EIkins, the politician, are interested
in it.
Mr.. Small begins his complaint with
the usual recital of who and what the
various defendants are. Then follows
the statement that he owns $4,000
worth of stock in the Minneapolis Elec-
trO- MatriX company, which stock he
claims to be worth good deal more
than its par value. The Minneapolis
company owns patents and inventions,
he alleges, worth s., 600, 900. which we're
secured by the Issue of S1,000,00 worth
of stock, and has other assets worth
$500,00O. The company has the author
ity, under the charter given it by the
state, to issue capital stock to the
amount of S5,000,000.
THE AMERICAN ELECTRO o-MATRIX COM
PANY,
which is organized under the laws Of
the state of New Jersey, has the au-
thoritY to issue capital stock amounting
to S4.0OO,O0O, but is permitted to trans
act business when $4,000 worth of this
stock is subscribed. It's stock is pledged
to the Minneapolis Electro MatTiX COM
pany to the amount of $4,000, to secure
an indebtedness of S215 600. The Amer
lean company has contract by virtue
of which it can use the patents OF the
Minneapolis company in the state of
New York by paying royalty
of three cents per 1000 ems on all
matter printed by its machines. Under
the bylaws of the Minneapolis Electro
MatriX company, the complaint states,
a special meeting may he called by the
president. but majority of the board
of directors must be present in order to
form a quorum for the transaction of
business. All this is but explanatory of
what follows.
Now Mr.. Small's complaint gets
down to the meat of the subject He
charges Bates, GrOSvenOr. Travis. Daw-
son. Wlman and Emerson, all members
of the board of directors of the Mime
apolis ElectrO-MatriX company, in con-
junction with G. r. Chute and the
American ElectTO-MatTiX company, with
cOnspiring to freeze him out, to destroy
the value of his stock aud to exclude
him from all interest in and share in
the control of the Minneapolis Electro
Matrix company. He alleges that. in
pursuance OF this policy, Bates, Grosve-
nor, Travis, Wiman, Emerson and
Dawson, pretending to act as directors
of the Minneapolis EleetrO-MatriX COM
pany. caused a meeting of the directors
to be held on the 18th of last month. in
New York city, the purpose of the
meeting being to turn all the property
of the Minneapolis company over to the
American ElectrO-MatriX company, to
destroy the value of his stock and to de-
prive him of his share in the assets of |
the company. Mr.. Small says that he |
is director of the Minneapolis Electro |
MatriX company, but that he received |
no notice of this meeting, He, how !
ever, got wind of the meeting having
been called, and Immediately tele-
gIaphed President GrOSvenoT. of the |
Minneapolis company, relative to the |
call of the meeting. He asserts that |
GrOsvenor received that telegram and |
receipted for it, but never answered it. |
The complaint recites that at that !
meeting the aforementioned directors, |
Wiman, Dawson and others, passed, or |
pretended to pass, resolution trans |
ferring all the property of the Mime |
apolis company to the American. which |
company is owned and controlled by |
these self same directors. The resOlu-
ton was to the effect that the MinneaD-
oils company lease to the American all |
of its patents. inventions and other as
sets on condition that the American
PAY ALL THE DEBTS
of the Minneapolis company, furnish
all the capital necessary to carry on the
business, promote in every way the ad-
vancement and improvement of the
Minneapolis cOmpany's interests, and
nav to the Minneapolis company one
half of the net receipts. Bates. Wiman
and Dawson were appointed a commit
tee to prepare the lease.
On Feb. II. Small says, he was in
formed by one of the firm of Duncan,
Curtis 81 Page, attorneys for the Ameri-
can. that the Minneapolis company had
been sold to the American. He went to
New York, met the men named hereto
fore. and demanded TO see the books of
the Minneapolis company. Duncan
agreed to meet him next day at the
Office of the Minneapolis company, but
did not keep the appointment. Neither
could he get a sight of the books. He
went to meeting of the aforementioned
directors at the AStOr house in New
York. but was denied admittanee by
Dawson. Next day he proceeded to the
office of the Minneapolis company, but
found the room closed and the
sign of the occupants gone.
Then he says that defendants tried to
him into resigning from the
directorate or the Minneapolis COM
pany, but he would not intimIdate.
Since then a meeting of the stOckhOld-
ers of the Minneapolis company has
been called for March II, to-day. These
men. he SAYS, either own or control a
majority of the stock of the Minneapo-
lis company, and they threaten to ratify
the work of the directors in New York,
and to turn over the property of the
company to the American.
The complaint reciteS that the Min