New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1894-09-22
IN THE FIELD FOR PROXIES
CIRCULAR FROM THE NORTHERN PACIFIC
MANAGEMENT.

HOPES OF COMPELLING RESTITUTION NOT
ABANDONED NOT At THE
MERCY OF NEUTRALITY-SUSPICIOUS.
IVES ASKS FOR THE COoPERA-
TON OF ALI. INTERESTS
The directors OF the Northern Pacihc Ralroad
have selected proxy committee 10 so'ci' votes
at the next annual election OF the company the io
lowing weil-known bankers: August Belmont OF
August Belmont e. Co. Of New YORK; J' HoFace
Harding OF c. u. Barney Co. OF Pnadeiphia'
and Donald Mackay OF Vermilye q Co.. OF New
York Brayton Ives the president has Issued
circular to Shareholders asking them to give polh
moral and financial support TO the directors anu IL
is prefaced by the first succnct summary wh'ch
has been given OF the findings OF the Master IN
Chancery who took testimony in the application
made TO the United States Circuit Court al NIL
waukee for the removal Of the receivers Inc h's'
point treated in the circular Is as follows:
The acquisition of the Northern Pacific and Map,
NOR, W"ribern Paciac Railroad Company interest
charge OF 1850 per annum for property "n,c men
op@ratjon The Master finds that Mr.. Willard was
Interested in the Manitoba Company to the extenl
egai profits Of $685. s9 out OF its purchase by your
COMPANY In this calculation the Master mas Ebich
he declared he had paid out In placing the pols
but bankers with whom the bonds ;,S were Sea al
rectly with Willard himself. that ms assertions
IN Master
credit we're manfes,ly false and It is hoped that the
Court Will so decide. CO.. 1.,.,
R an including the contract with the Rocky
Fork coal Company the Master finds az fact that
the Rocky pork RaTay nd ana asc coal coal mines and Of
which Mr. Willard the sole trustee receivel LOT
the go sSa f f coal 5a Mines by
jo0W Of trustees certificates were retained a.
was greatly TO the advantage OF the Northern Pachc
Railroad TO get fuel for It's locomotves IN tne re'
mi a conclusion which 1t Is believed can be shown
10 be mistaken. in view OF many iacls anu c'C"'"
stances disclosed in the evidence.
THE CHICAGO TERMINALS.
The circular says Of the finding In respect to the
ACQUISITION OF the Chicago terminals;
The Master finds that the total cost OF the proper
ties was only $40 2si. 7sa 80. including al neres,
fSF %9ch FOR at % and equal
to the sum OF 1896 600 in cash. or an advance OF
Sonds Mr. Willard received $4,000 for no apparent
reason. and that the oregon and Transconthents'
retained as commission the Of 'iss 7sa in S"sh
and 5000 in bonds not accounted l9t; 10 w SIMS
aggregating ss3l.s' more. making s7saS IN al al
contract Of the Northern Pacific Railroad COMPANY
was not made with and is not directly enorce a,p
c3 ~ and Northern Pacific Railroad Company. your
company has no for action against mos ot
hese Immense sums II is believed that here again
the Master has been mistaken and that inar,u, ~,
Which your company e e,auiahly the owns ,n% -
through It's holding o,thiTa. ot ,he IscaIv en-
forceable one. standing and which VIII cohtinus -,
S S.ara and enforce restitution from Mr.. vi
lard and other of It's directors who parIl''Pa'sn ~,
oln maxim that there is no wrong without remedy
IN law. and as the learned Master has found ana
reported that there was a wrong It follows 'ha'
ne ought 10 have also suggested a remedy.
II is declared by President Ives that IT Is con
hdeniy expected by your board that suits Tor res'-
tuition will be ordered by the Court. ana that nuch
larger sums than those found and reported by the
Master as having been made In the transactions
named will ultimately be recovered
STOCKHOLDERS WILL RE PROTECTED.
Tho circular refu,es the prevailing idea that
there will be no protection for stockholders In the
work Of denomination. II declares that there IN
do a plan Of standardization ca" ann WIZ NV
proposed which will give thcm an cquitahi' con-
slderaton for any sacrifices or contributions they
NAV be asked make. But II Is pointed out 'ha'
none OF the committees thus far formed are work
ing I'm their interests. while one OF them-th" ten
eral Reorganization Committee-is charged with IL
rect hostility 20 the interests OF stockholher' 'h
the question OF foreclosure tho circular brihgS o"'
a nev noin, FOR considerations President Ives says:
In the charter Of the Northern Pacihc Railroad
Company a corporation the stockholiers nav
something the valu" OF which u likely 20 De un'er-
estimated II Is me insIninen,, VIII ,raverses six
States and which would otherwise require SIX mar
tors
that II any class OF bondholders WEI q, o. Pug IN
property under foreclosure they "oul1 ma u I'M
tinted States laws II would be necessary for them
to secure legislation from Congress or 70 oo'..n
road runs In the present temper Of Congress and
OF Western State legislatures II is not necessary 20
tory franchises from either Moreover. the
question OF the land grant would be an impor,a '
factor. The Government has not yet sSuch pat"hts
for nearly 3ocoCoo out OF about 10000 acres OF
the land granted and in the event OF foreclosure ana
| dlssO Of
might lose much Of the underlying security OF thrir
Mutations II must be evident that stockholders can
not calmly ignored and brushed aside as mas Deen
proposed. All this goes to show the advisanhty
and the necessity Of unity Of action on The part OF
the holders OF ali classes OF securities The lnterss;s
are complicated and interviewer that II would De
practically Impossible for any class. no matter wha'
It's claim to priority to carry ou, pdn %, % other
classes.
The circular replies 10 the assertion OF the Gen
eral Committee that the present situation OF the
property was brought about through the misman-
acement Of the shareholders" and shows how Mr
| Wizards main reliance in the past upon foreign
connections Mr. Ives charges that the foreign bond
| holders twice already have made serious plumbers
| In their support OF the old Northern Pacific man
agemen and instead OF their hostility the present
board considers Itself worthy OF their support The
circular says:
That there may he no Misunderstanding as 10 the
attitude your directors for the future as well as
ihe WI have been at ali times ready and anxious to
cooperate with all whether bondhoiders or stock
holders. whose object has been or may be 10 pro-
mote the welfare Of the entire property.
A STATEMENT FROM THE RECEIVERS.
William Nelson Cromwell. counsel for the North
ern Pacific receivers yesterday made the following
announcement In behalf Of the receivers. Messrs
Cakes. Payne and Rouse:
Aside from the large reduction In wages and other
operating expenses made by the receivers since
their appointment. they have this day made rcduc-
lions In the of their administrative stan at
Wy
direct and effective management. The receivers
have to-day created the office OF controller TO the
receivers. and have appointed to this office John
Scott placing him in ful. charge OF the treasury
and auditing departments OF the receivership sub
feet only to the direction OF the receivers them
selves They have abolished the offices Of general
auditor and secretary 10 the receivers. Other
temulni ed In the line OF coon