New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1891-12-02
BLOCKING B. AND O'S. CONTROL.
THE AMERICAN DIRECTORS ISSUE CIRCULAR
on REORGANIzATION.

ON REORGANIZATION.
The Baltimore and Ohio has struck another nag It's
attempt to secure undispued control Of the Ohio and Mis-
sisspp. Under advice OF counsel, Edward Howland.
Robinson Green, james II. Smith, and Edward Whitaker
have been declared legally elected directors Of the last
named company. This action taken the ground
that the vote OF the shares outstanding In the OF
Brown Shipey & Co.. having been deposited in voting
trust could be legally cast In the State OF Ohio The
American directors have sent communication tc the Eu
ropean shareholders and bondholders Ohio and Mis-
sisspp outlining the opposition the Baltimore and Ohio
plan OF reorganization. In 1t they The plan a.
offered is merely suggestion OF what the Baltimore aud
Ohio do and you asked 10 turn your road over
to It's control prior receiving guarantee that the
provisions OF the plan will be carried into effect" The
American directors aege that the plan legally BIO
carried Into effect not only because the control company
proposed is entirely in conflict with the laws OF Ohio.
but because the Baltimore and Ohio gives consideration
Of It's OF interest," which, IL is claimed has been
than earned In the last FIVE years The circular says
Your directors and have long been convinced that
advantage could be gained having line opera
ed by Of the trunk other through lines but they
would prefer TO done by purchase Of stock at
price based its value, and prospective rather
than guarantee pay what will doubtless be but por
ton Of Its earnings legal guarantee to operate the
road for fixed percentage of earnings 10 give
guarantee dividends The signers OF the circu
lar George c. Magown, George s, Morrison, +. p.
Dimpfe, A. Oracle BIng, William Libbsy, Briggs S. Gun
ningham. James II. Smith, George +. Crane and J. f
Barnard
Baltimore, Dec. 1.-Messrs. S. sterrett McKim and
Derrick Famestock, to whom admission was refused
Al the meeting Of the Ohio and Mississippi Railroad
Company In New York Monday, have returned to
Baltimore. SIR. McKlm says: 4" Messrs. Walsh,
fahnestock and myself went TO New-York to claim
seats as directors. We anticipated being met We
were met. We were completely ignored or course
the Baltimore and Ohio Will continue the fight, but the
legal controversy Is in the hands OF counsel cannot
say what steps will be taken 10 force matters 10 an
issue"
George d. Pennman, of the legal department. Of the
Baltimore and Ohio said that the action Of the Ohio
and Mississippi directors on Monday would not change
the character Of the fight for the control Of the ONO
and Mississippi by the Baltimore and Ohio. We
have" he added, "147.7G0 shares, while they only
have q little over 10000 Legal proceedings are
pending in Ohio to obtain a judicial opinion as to
whether the directors OF the Ohio and MisSisstp pl
elected In our interests on November 10 are not en-
titled to be seated. Nothing will be done until this
opinion is obtained. We feel confident that IL will
give Messrs. McRm, Fahnestock and Walsh their full
rights directors. The old directors do not want TO
give up their authority and will cling to 1t as long
as they can. but have great majority of the stock
With and bound TO succeed eventually
It is said that there is direct decision In Ohio
upon the points issue, and that the counsel upon
which Mondays action Is based merely reference,
while the decision IN the proceedings now pending
viii be direct.