Birmingham state herald., 1896-11-22
HE MILK IN THE COCOANUT Pooling Committee of the Sea-
 board and Roanoke AIR THE PROPOSED DEAL Wherein Thomas F, Ryan Attempted to Obtain
 !,S Control of the System. TH' ssATTER COMPLETELY EXPLAINED E 5Sxholders Informed of the Proposition . to Buy and the Matter Left With
 Them to Decide by
Wherein Thomas F. Ryan Attempted to Obtain
 N Control of the System.
aVATTER COMPLETELY EXPLAINED
Ballot.

l Norfolk, Va, Nov. 21.-Messrs. Louis | McLane, of Baltimore; Moncure Robin- son, of Philadelphia, and Judge Leigh R. | Watts, of Portsmouth, the pooling com- mittee of the Seaboard and Roanoke rail- | road stock, today gave out the following l statement regarding the committees re- | cent negotiations with Thomas F. Ryan for the sale of the road
 Early in October I ascertained that | Gen. John Gill, president of the Merean- | tile Trust and Deposit company, of Bal 1 timore, the financial agent of the Sea- | board Airline, Gen. Gill being a director | In the Carolina Central railroad, one of | the roads comprising that system, and | also member of the Seaboard Airline committee, was endeavoring to obtain options on the stock of the Seaboard and
 | Roanoke railroad, which company con-
 trols the Seaboard system.
 The management, experimenting that
 stockholders knowing Gen. Gills rela- ton to the present management and the i position held by him, might suppose that | he was buying the stock at their sugges- | tion, or at least with their knowledge and approval, Mir. R. c. Hoffman, presi- | dent, after consultation, issued a cir cular letter addressed to the stockhod-
 CTS, advising them of the real facts and 1 | Gill's effort. This was followed by a let
 ter from Gen. Gill, attacking MT. Hoff-
 mans management, and charging that | the property of the stockholders
 was being impaired in value by
 what was called the rate war. | It was then for the first time realized
 that Gen. Gill was hostile to the manage | ment of which he had been prominent l supporter, and 1t was determined to form | a pool for the mutual protection of the ! cit bol mb ehplIId hapnn1a a l thereto. A pooling agreement was pre- pared Oct. 2, and parties owning stock to the aggregate amount of 1879 shares | signed the same before the annual meet l ing of the Seaboard and Roanoke Rail- | road company, held at Portsmouth, Va, l Oct 6. The committee named in the pool- | ing agreement of Oct. ?, to-wit:
 | \ Louis McLane, chairman; Leigh K. 1 Wats and Moncure Robinson, held con- | ference Oct. 5, on the Bay Line steamer | with Col. Harvey of New York, who | stated that he represented number of l gentlemen who desired to purchase a con- 1 trolling interest in the Seaboard and | Roanoke railroad. This conference, at | which in addition to the committee and I Col. Harvey, there were present K. c. l Hoffman, president and c. D. Fisher, Of l Baltimore, was without result:
 | On the morning of Oct. 6, before the l annual meeting of the stockholders, call l ed for that day, convened, the pooling | committee had a conference with Thomas l F. Ryan and Col. Harvey, the result of l which was a contract between said pool Ing committee and the said Thomas Y. 1 Ryan. Typewriter copies of the pooling l contract were In possession of the mem- l bers of the committee but to facilitate l matters it was agreed to have said agree l ment printed and copy mailed on the l afternoon of that day to every stock | holder of the Seaboard and Roanoke l Railroad company, accompanied by cir-
 cular letter requesting them, if they ap- | proved of the arrangement ana were l willing to become parties of the agree l ment, to sign the same and return It to l Louis McLane chairman, prior to Oct. IS; The terms of this agreement were well | known to MT. Ryan and his friends when | they trea ted with the committee, ana he | fully understood that the three gentle
 men were treating with him as commit | tee and on the afternoon of the 9th, af- | ter the conference had adjourned, he tele- | graphed member of the committee re- | questing that a copy Of the agreement | be mailed to him that night at his office, | 321 Liberty street, New York. In compli- | ance with his request copy was mailed | him and on the 9th of october he &C., | knowledged it's receipt.
 l The pooling agreement expressly pro- | yided that no sale could be made of the I pooled stock. unless almost three-fourths | of the aggregate number signed agreed l to such sale and MT. Ryan understood at l the time the agreement was made the
  | pooled stock except that conferred by | the pooling agreement, and he knew, or certainly should have known, that unless l three-fourths of the stock pooled voted | for sale, no sale could be made. The l committee positively declined to sell sin- l gle share of the stock unless every stock l holder had the privilege of selling ms or | her holdings at the same price. MT. Ky 1 an insisted that the committee should l take no active steps to induce stockhold- | CTS to sign the pooling agreement and re- 1 ouested that the price he agreed to pay | be regarded IS confident. It was his l ayowed object to have Gen. Gill purchase | as much of the stock as he could secure | at $100 per share.
 | On the 18th of October he was prompt | ly advised of the number of shares or | stock pooled and after some correspond | ence with him, the committe submitted | 10 the signers of the pool the question | whether they would accept or decline MT. | Ryans offer of SIPS per share. With | very few exceptions every stockholder | signing the pool voted, and instead or | three-fourths voting in favor or the saie, | less than one-haf were recorded In the | affirmative. MT. Ryan was at once mo- I tifed of the result of the ballot and that 1 the stockholders declined to sell at the l price named. His s60,000. the amount | deposited, was returned to him. No rep l resentations of any kind were made by l the committee to Mir. Ryan nor did they l obligate themselves to deliver any stock l at the time the contract of Oct. G. was | made; as before stated very few stock 1 holders had signed the pooling agreement. l The stockholders were unknown person. | ally to the committee and the committee | had no knowledge of how many shares | Gen Gill had secured, and hence it was l simply impossible for them to give any | assurances of any kind in the premises. 1 The committee held the pooled stock as | agreements and their authority over the | same was limited and defined with the 1 agreement crea ting the pool The prop | osition of MT. Ryan was submitted tq l every stoclsholder fairly, and the commit, ' foa 1id not sock tn influence or c0ntrO.