St. Paul daily globe., 1896-04-21
THE PHIL LADELPHIA MOVE AGAINST
THE N. p. PLAN is TAKING L
SHAPE.
BRAYT0N IVES QUESTIONED.
STOCKHOLDERS ARE ANXIOUS TO
KNOW JUST WHERE THEY
COME IN.
REPLIES NOT QUITE SATISFACTORY
Owners of Stock Think They Give Up
q Great Deal to Get Very
Little.

NEW YORK, April 2O.-The Philadelphia
papers Of recent date contain advertisements
requesting the names and addresses of hold
ers of Northern Pacific preferred and COM
mon stock. Three advertisements are signed
by Biddle & Ward. The advertisement also
contains the name of John G. Johnson, as
counsel acting for Biddle G Ward. In
statement signed by Biddle & Ward they say:
I'VE feel that under existing circumstances
the stockholders of the Northern Pacific rail-
road company will have to cooperate for the
protection of their own rights without rely
ing upon the company
A correspondence between Biddle & Ward
and Brayton Ives, president Of the Northern
Pacific, forms the basis for the call: The
correspondence opens with a letter, dated
Philadelphia, April 6, 1896, signed by Biddle
C Ward and addressed to Brayton Ives. This
letter calls attention to the circular of the
protective committee addressed to stockhold-
ers Of the company, dated March 16, 1896,
and signed by the committee and general
counsel Of the company, which recommended
the preferred and common stockholders to
become parties to the reorganization agree
ment of March 16, 1896. Biddle & Ward
then said:
Shareholders seem to us to be asked to
sacrifice very valuable rights and interests
without sufficient cause or adequate con-
sideration, besides being reqtired to pay the
respective assessments demanded by the plan,
or be deprived of all interest in the prop
critics of the company. We proceed to state
these objections and sacrifices in GER
terms and shall be glad to have them met.
First-Do not both classes of sharehold-
ers, who shall become parties to the plan,
thereby surrender irrevocably rights on the
property of the company primarily, and Sec
ondarily Of their rights to avail themselves
of the position and the defenses indicated in
the circular dated Sept. A. 1894, signed by
yourself as president, addressed to the stock
holders OF the company, and which have re-
Gently been presented on the part of the
Wisconsin Central company in the pending
consolidated suit in the United States circuit
court? And is not the same true in regard
to the jurisdictional questions lately present.
ed by the company in the same cause, in the
United States circuit court for the District
of Washington, and sustained by that court?
Second-Do not the shareholders of the pre-
ferred stock thereby surrender all their
rights and interests as beneiciaries in (a)
the unsold lands east of the Missouri river,
commonly known as preferred stock, and
amounting, by recent estimates of the COM
pany, to about 100000 acres, of an average
value of "a per acre, say 81 200, 900, and In
Cb) the $3,S47 900 in amount of the consoli-
dated mortgage bonds of the company de-
posted with the Farmers Loan and Trust
company, as trustee of the preferred stock
holders, on or about March, 1892, and now
held by that company, and of current
market value Of about 81, SOC, 900; and also in
(c) the cash proceeds Of said preferred stock
lands, amounting to a large sum?
Notwithstanding the amount of preferred
stock outstanding to be 800, 900 shares. what
consideration or benefits are likely to accrue
to the holders Of that stock to compensate
them for the payment of an assessment of
$S,600,00O and the surrender of the values
estimated above at s12,7OOOOO, in all SIG, ,3OO.- :
GOO exclusive Of proceeds; their alternative
being to be forever barred and foreclosed of
all interest in the properties of the COM
pany? Wherein lies the equity or advan-
tage to them Of such treatment under the
plan, which in reality constitutes in addi-
tion to the cash assessment, REIMBURSEMENT
by them OF vested property rights and inter
ests Of much greater value than the assess
ment, being in effect second and much
larger assessment which the plan does not
disclose to them?
EOurfh-What
by the plan Of the great amount of assets
OF the company not covered by the companys
mortgages and which will be freed by the
satisfaction Of the collateral trust notes. es-
pecially the millions in cash in the hands of
the receivers, as to which matters the plan
and your circular Of March 16 are entirely
silent? Will not the REIMBURSEMENT of the
stockholders interest therein constitute
third and still greater assessment?
F1fth-What is the answer to the sugges-
ton that the suit instituted by the Farm
ers' Loan and Trust company for the recoy-
cry of a money judgment for interest on
the bonds of branch roads guaranteed by the
Northern Pacific company, is promoted by
the company itself in aid Of the reorganiza-
tion plan with the purpose of enforcing the
Judgment to be obtained in that suit against
the interests Of the preferred stockholders
In order to deprive them Of property rights,
and to coerce them to become parties to the
reorganization agreement?
(6)-1n view of the objections stated. upon
what grounds does the company and it's Off
GERS justify their recommendation to share
holders to unite in the reorganization agree
ment, and what assurance have the share
holders that their rights and interests will
be duly safeguarded by the corporation in
the respect indicated by these objections?
The reply to the foregoing letter of Biddle
& Ward, signed by Brayton Ives, is as fol-
lows:
Q)-All of those connected with the plan of
reorganization concur in the views expressed
in this circular to which you refer as to the
advisability of securing perpetuation of the
rights and privileges of the present charter;
it is hoped that the legislation will be secured
from congress by which such result NAV
be brought about, in which case the new COM
pany and its stockholders will be substan-
tally in the same position as at present It
is not possible, however, to speak positively
on this point, as you can readily understand,
But, If efforts in the direction indicated are
defeated, others will be made which will
doubtless secure whatever may be necessary
for successful reorganization.
(2)-The preferred stockholders would un-
doubtedly surrender their rights and interests
as beneficiaries in the unsold lands of this
company east of the Missouri river under the
present plan, and also in the $3, ,347, 900 con-
solidated mortgage bonds of tne company de-