New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1891-04-05

|
for going to New-Jersey. The witness ndiculed tho
idea that the company had been organized across the
river In order to escape Investigation by the COM
mittee or the control of The New York courts
1--WE went TO New-Jersey," he added. "upon advice
of counsel. We were told that New-Jersey granted
corporations such ours greater privileges than
! New-York. We followed, too, the example of other
large corporations
! Mr. searles said that there had been considerable
speculation in Wall Street in Sugar Trust certificates
In one day 10000 shares had been handled. Before
the witness left the chair Senator Erwin asked him to
explain the statement published few days ago. that
the IIavemeyers had entered into agreement with
Claus Spreclsels by which he to confine
| his sales Of sugar to the territory west Oh
the Mississippi Mr. SeaIles SAD Ina Iiat ia NO no
meyers, representatives Of the American Sugar Re
| filming Company, had made arrangement with Mr.
Spreckels. 1t was true, however, that an arrange
| ment had been made between the firm of Havemeyet
d Elder in san Francisco, with Mr.. Spreckels. JIG
did not know what the terms Of the agreement.
| The san Francisco firm Of Havemeyer d Elder how
ever, was not member of the American Sugar Re
| filming Company. lie supposed the arrangement was
local affair. Mr.. spreckeis manufactured about 3
I per cent of the sugar used in this country.
Theodore ~ lIavemeyer, the first witness OF the
day. in resumng his testimony, which was inter
rupted two weeks ago. asked 10 submit In answer 10
certain questions the following statement:
| Inc Sugar Refneries Company was the organztt
ton formed by trust deed vi August 10, 1891 IN
| substance the deed was all agreement between the
owners of all the Of OF number OF sugar
refining companies doing business in the states OF New
| YORK. Massachusetts, Maine, NeWJcrSty. Missouri,
Louisiana and California by which they assigned their
shares certain trustees of the sugar ReinereS Com
pany but since more widely and popularity known as
porations alone transferred the trustees. The
corporations continue 10 hold own and manage thelr
respective properties before. Those properties, to-
getner with the good wills Of the respective businesses
be worth SjO,OOO000; and this estimate proves TO
! have been very moderate. II is true that the ag
gregate OF the capltalzatons Oh the specVe corpora
| lions very much less than this amount but
these capltalzaons largely nominal and furnished
no measure of the value OF the respective prCperes
Against the shares OF sock thus held by them
! the trustees OF the sugar RelnerieS Company
Issued oOO,OOO certhcatcs lOr SlVO eacl' cdch ei-
! titling the owner TO share pTopOTionatey III inc
earnings received from the various corporations sub
ec1 to the terms OF me tTust deeI Inc eGtlIcaGes
were transferable upon the books OF the sugar Rehnees
Company, and were registered in the same manner as
shares oil STOCK OIL an incorporated company anu cdci
800 certificate entitled 10 vote al the annual
meeting Of certificate holders held for the purpose OF
The function OF the trustees substantially con-
fined to The receipt by them owners OF all the shares
OF STOCK OF the various corporations; OF the earnings
paid by those corporations and TO the distribution OF
the moneys thus received among the holders OF the
trustees certificates Neither the sugar Rehheres
Company the trustees of the Sugar Refnerles Com
pany were, however corporation or anything more
than association Of persons acting us trustees Tor
the holders of the certificates
The trustees, solely by virtue of their ownership OF
the shares of the stock of all Of the various corpora
tons, elected their respective directors or trustees
and the affairs of the various companies were IN fact
managed by such directors or trustees ana by INC
officers whom they appointed. No one of the com
part of the profits dividends paid by TIE other com
panies to the trustees of the Sugar ReHnerles tOW
pany Each company In ts respect stood -, by S oe
holders, the dividends from profits which such com
pany itself earned ana Mmch the trustees rhc c SHrn
preston that there was any distribution OF profits
among the corporations ana hat any e OF G o5t
utterly unfounded. .., ,.-..o 40 oo.o
for instance, with the Dick Meyer refinery after
buIned) the company owning 1t slmpy dd not earn earn
dends to It's stockholders who were the trustees Inc
situation simply the situation OF the same persons
ing those stocks for the benefit Of the very large mum
Der of persons holding their certificates ana KNOWN s
and annually chosen by the certllcate-hOderS;
About year after the execution OF the trust deea
action was brought S y So F FyT S 81 Refining
Company, which was ono OF the corporations whose
stock was held by the trustees OF the sugar re
fneres Company, praying for dissolution OF at cor
| poration. The Attorney General claimed that the
North River Company was in fact party 70 tg T Is
| lions with the other corporations and Win the
pendence which, under the law HahulactnIlhB COT
porations Of New-YofK bound to maintain. This
contention the trustees and their certificateho
| But the Court of Appeals sustained the Attorney
| General, and held that the North River company
party to the deed of August 1887, and that It's
entry into that contract an unlawfu act for when
its dissolution had been rghtfuly adjudged by the
Supreme Court. The Court of Appeals declined. how
ever, to pass upon the charge Of unlawful monopoly
The essential feature of the decision Gel n y, 5S2)
was the unawfulneSs OF computation OF separate cor
pOraOns i'm such wise that the affairs Of either cor
! poraion surrendered into the control Of other
| corporation. The opinion pointed out that con.
sOidaon Of corporations was permitted by the law Of
not avail themselves of that statute"
Immediately upon the publication of the decision OF
the Court OF Appeals the end Of June 1890 proceed
ngs for reorganization in conformity with the law
Certain persons for reasons of their own. had sought
to create the impression that, under the decision tie
substantial ultimate rights Of the certificate holders In
tho properties Of the several corporations whose shares
of stock were held by the trustees were In pre-,
thereafter hold the property in their hands against
the will or interests Of the certificate holders The
arer bv placing the control Of the reorganization with
the certificate holders themselves and declared that the
Droa Of the plan by the holders certificates of the
Sugar Refneres Company, or by their representatives
70 ths end an agreement for reorganization, bearing
date July 30 1890, was executed between certain hold
ORGANIZATION Committee of the second part, and the
Central Trust Company Of New ork OF the thl1d part
nv II The Reorganization Committee was empowered To
The same day circular was issued To the certncale
holders informing them OF the decision Of the Court OF
Anneas and of the consequent necessity for reOrganza
ton according to law, and nominating FIVE members Of
The old board Of the Sugar Rcfineries Company and
KiddeT Peabody & Co., as Reorganization Commit
tee The proposed agreement contained provision
that no DIqn of reorganization should be adopted with
ont the approval Of Kdder, Peabody a Co., and also
of the Central Trust COMPANY and Invited the certificate
holders to become parties to the agreement by deposit
ing their cerfriciS with the Central Trust Company
Tie latter company Twas by the agreement constituted
the attorney in fact Of TIE holders of such certificates
as shond be deposited with il. and authorized to
lssue lis RECEIPTS for snch certificates when deposited.
As there were 100000 shares. held by about LOO
persons in all parts Of the United states and In foreign
countries there was necessarily considerable delay in
reaching them and in securing their support to the
action Of thp committee. The litigation hereinafter
mentioned and the injunction therein stopped the re
organization from October 500 until January lSDl
shortly before the close OF 1890: but the substantial
unanimty which was most desirable was NOT obtained
Ok ppr cent of the certificates duly deposited with
the Central Trust Company under TIE agreement of
| July 30. 1890. 80 D.,
In order that the cancellation modification OF the
trust deed might have the explicit sanction OF q
court that the might he securely ana Raw
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