Vermont phÅ“nix. [volume] (Brattleboro, Vt.) 1834-1955, 1892-12-23
SENATOR PROCTOR SUED.
1t Is Charged that He Depreci-
ated the Stock
And Tried 70 Freeze out the Stockhoid
era---Nhnt the Senator SaNs.

ers---VVhat the Senator says.
Judge Patterson heard argument at New
York Monday upon demurrer to com
plant in an action brought by Edmund NJ.
Smedberg against the Vermont Marble
company, Redfeld Proctor, Fletcher d.
Proctor, ex-Gov. Ormsbee, Congressman
Circuit, Emily j. Proctor and others, in
which it is charged that Senator Proctor
has engaged in scheme to dctraud the
Vermont stockholders of the Vermont Mar
BILE company by depreciating the stock and
"freezng OUT the stockholders. The com
plant shows that Smedberg owns 100
shares worth 10000 par value. The
Vermont Marble company was incorpor-
ated in 1880. Redfeld Proctor was the
president from 1850 to 1852 when he re-
signed in favor of his son, Fletcher d.
Proctor. The complaint alleges that the
property was properly managed for four
years, and that during 1884 the profits were
not less than S265, 900. At the end Of the
year, 1t is charged, Redfeld Proctor report
ed that there were 300, 900 square feet of
saved marble ON hand less than was really
the case, by which he reduced the profits
100000. In the same year $4,000 was
spent on Improvements, which were put in
as expenses The treasurer's annual re-
port showed profit of Sl55, 900, of which
sum 100000 was paid out in dividends.
During the first four years Of the existence
of the company the profits were over
S1,OO0,0OO.
At the end OF 1884, 1t is further alleged,
Redfeld Proctor owned 1900 shares of
stock, and together with his friends held a
controlling share. The company was then
prosperous. In that year he began to mis-
manage the affairs Of the company, it Is
charged in the complaint, and prevented
the payment of dividends About that
time, it is charged, Mr.. Proctor acquired
absolute control of the property. He then
displaced a number of trustees. In 1883
he transferred 5,00l shares of the property
to his wife, Emily j. Proctor, +. j. Orms-
bee and w. w. Grout, in trust, and now
says that he does not own any shares.
The plaintiff believes that he still owns the
stock. He charges that Mr.. Proctor has
caused great improvement to be made in
the property, costing 100000, which were
entirely unnecessary.
Smedberg charges that Senator Proctor
kept false books to mislead and defraud the
stockholders, and also that he has taken
the books out Of New York to Vermont in
order to remove them from an investigation
by an inspector. He declares that during
the seven years between 1884 and 1891 the
company has earned at least 81 900, 900 net,
yet only three dividends have been declar-
ed, aggregatng Sl20,000. The unfounded
liabilities have increased from S2l $50 to
S494, 20j, and the total Indebtedness from
S944, 1873 to Sl,5l0,j37 Senator Proctor,
it is alleged, has represented the stock TO be
of little value, and has offered stockholders
from S:}J to S4j a share Smedberg be
/ lieves that the stock is worth at least S7j
a share, and asks that the affairs of the
company be examined and that the com
pany be dissolved. He also asks for an
injunction restraining Senator Proctor from
making further expenditures, and that a
receiver be appointed.
Senator Proctor says regarding the suit:
"This is the second time within year that
that case has been in court. | am not
bothered in the least about the suit, and
our lawyer is anxious to have the thing
settled. The party who brings this suit
does so, in my opinion, at the instigation
of his father, who is a director and was
formerly treasurer of the company. The
son is a young man who owns only l0(
shares out of total $4,000, and is, as fal
as | know, alone in bringing suit. Some
time ago he Withdrew the suit. and renew
ed it long ago when my lawyer waived ser
vice of process. As regards small divi
dends, it is fact that the company ha,
made much more money than has beer
paid out in dividends, but we have bough
lot of property for the company and tn,
father Of young Smedburg has voted OF
every dollar expended.