The morning times., 1896-11-19
RYAN PLACES THE BLAME
Why the Seaboard Air Line
Deal Fell Through.
CONTRACT 9 WAS BROKEN
WOuld-Be Purchaser Claims Certain
Stockholders Went Back on Their
Word-Owns Large Amount of.
Stock and Will Have Voice In
Management of Company.

New York, Nov. 1S.-The announcement
that the negotiations for the transfer OF
the control of the Seaboard Air Line to
Thomas F. Ryan, of this city, had fallen
through because OF the e-rerusai of the Hoff-
man pool to turn over its stock, has been
confirmed by an official statement from
President Hoffman, issued in Baltimore last
night.
Mr.. Thomas F. Ryan's recital Of his side
OF the deal, given out late today from the
office OF his attorney, Elihu Root, is
follows:
The story OF this transaction from be-
ginning to end is perfectly plain and there
is no reason why it should not be made
public. l have desired for some, time TO
purchase the stock OF the Seaboard and
Roanoke Railroad With that object in
view l obtained, through Cen John Gil,
president of the Mercantile Trust and De
posit Company, OF BaI1more, options upon
about $500 shares of the stock. L then
went to Portsmouth on the night preceding
the annual stockholders meeting for the
purpose of negotiating with other stock
holders who might desire to sell their
holdings.
''on the forenoon OF the annual met
ing 1 met in the office OF the counsel OF
of the company Messrs. Louis McLane.
Moncure Robinson and L. Il. Waits. They
informed me that they could sell and 'le-
liver to me at least n majority OF the
stock If price could be agreed Upon.
l did not even ask to see their author
ization. but assumed that they were hon
orabIe, trustworthy. and acting in good
faith.
CONDITIONS IMPOSED
'The sole questions in the negotiations
related to, first, the price to be paid for
the stock which they agreed to sell; and
second, as TO the time which should be
allowed me for examining the books to
verify certain representations they then
made regarding the condition OF the com
pany and property.
''The only conditions imposed by Messrs.
McI.ane, Robinson and Watts were that
should purchase the stock of :he Ray
Line Steamboat Com pany, at price
agreed upon, and should give to every
holder Of stock OF the Bay Line Steam
boat Company, at price agreed upon.
and should give to every holder OF stock
in the Seaboard and Roanoke Railroad
the privilege OF selling his stock 70 me
at the same price as that fixed 'Or the
stock which they personally sold to me.
II assent ed to these conditions: we agreed
upon the price to he paid for the stock,
upon the time to he allowed me for ex-
aminatio of the be oks, and we completed
and executed on that day a contract OF
purchase and sale, and paid $50 GOO on
account of such purchase.
Relying upon their representations I
availed myself OF the options secured by
Gen GIL and purcha sel and paid for the
stock which had teen put in his hands.
"On Oc tober IL they refused to allow me
to examine the books, but even this did u OF
deter me from endeavoring to carry out
my part OF the contract to the letter and
| went to Baltimore on Saturday Y last prepared
to take from Messrs. McLane, Robins on
and Watts the stock which had purchased
BOOKS REFUSED HIM.
"They were not ready To deliver il, and
| now say that they are unable to perform
| their part OF the contract and only one Of
| two conclusions is POSSIBLE Either they
deliberately misrepreseuted the facts AZ
| the time they said they could sell me the
/ stock and made a contract to that effect
| or they deliberately broke contract which
| they we're, in fact, able to perform.
Aside Irom their rerDaI representa-
| ton To me Juat they We're aDie To sell
| me q ma iority OF the stock. the recital
| OF the contract which they signed states
| plainly that they are stockholders in the
! Scaboard and Roanoke Railroad Company
| ana also represent large amount OF stock
| III SAID corporation fIsid Dr others and Jnat
| they, in behalf of themselves ant ,isSoci-
| ate stockholders, are desirous of making
| sale OF all OI their STOCK IN >ald corpora
| ton and also the shares OF ali Sucn otn4r
stockholders as Joined with them prior t.
| October Is, 1896. This recital was fol.
| lowed by plain contract of purchase and
sale, which also contained the following
| provision:
| The party of the second part (Thumas
| F. Ryan makes this contract to purchase,
| relying on the representation that the
| railroad companies comprising the Sea-
| board Air Line system are free of all
| floating debt due to any creditor other than
some company in that system. said party
| Of the second part is to have forty days
| from this date within which to nave an
| examination made into the conditions AMI
accounts OF said corporation and systems
| to daSermine whether said representa-
| ton is correct
"On the 18th of October went to the
| company's office to make the examination
| thus provided for and was refused permls-
sion to look at the books, and all nppOr-
tunity to look at them has been refused
ever since, notwithstanding the fact that
| the signers of the contract which con-
tained the foregoing provision constituted
| one-half of the board of directors
| WILL DIRECT AFFAIRS.
What new light these gentlemen oh
| tanned as to the coudition OF the company
\ between the 9Th of October, when they
| made their representations to me and
| agreed that should have the opportunity
| 10 tNdfllut, tuu lilc l-tb VI ottDpti, witch
| they refused me that opportunity, do not
know, but they seem to have preferred to
break their contract rather than to permit
| me TO verify their representations.
| Il understand that the principal arSu
| ment used to prevent stockholders Other
| than those who made the agreement witt
| me from selling was the assertion that
was purchasing in the interests of til,
Southern Railroad Company, and woul,
| not operate the road Independently. hi
| assertion has never had the least foUnda
| ton in fact, and So stated to the gentle
| men who signed the contract at the time o
its execution. / have never in this trans
action, either directly or indirectly, repre-
sented tie souticrn raiiio u company u
anybody Interested in that company, o
interested in any southern railroad com
pany whatever, or anybody but myself.
Il own now more OF the stock of tht
Seaboard Company than all the director
and officers of the company put togethe
and expect to have something to say re
garding its future