The morning news. [volume] (Savannah, Ga.) 1887-1900, 1896-11-22
STATEMENT OF THE SEABoARD
POOLING COMMITTEE GIVES ITS
SIDE OF THE STORY.

They Claim MIR. Ryan Was Informed
That They Had No Power to Sell
without the Consent of Three
FOurths of the shares Held in the
Pool - Less Than Half Voted I'm
Favor of Selling at $125 Per Share
to MIR. Ryan.
Norfolk, Va, Nov. n.-Louls McLane
Of Baltimore, Moncure Robinson of Phila-
delphia and Judge Leigh r. Watts of
Portsmouth, the pooling committee of the
Seaboard and Roanoke railroad stock. to-
day gave out the following statement re-
garding the committees recent negotia-
tions with Thomas f. Ryan for the sale
of the road early in October it was as
certained that Gen. John Gill; president of
the Mercantile Trust and Deposit Com
pany of Baltimore, the financial agent of
the Seaboard Air Line, Gen. Gill being a
director in the Carolina Central railroad,
one Of the roads comprising that system,
and also a member of the Seaboard Air
Line committee, was endeavoring to OBJ
tain options on stock of the Seaboard and
Roanoke Railroad Company, which com
pany controls the Seaboard system. The
management, apprehending that stock
holders knowing Gen. GilIs relation to the
president, and the position held by him,
might suppose that he was buying the
stock at their suggestion, or at least with
their knowledge and approval, R. C. Hoff-
man, president, after a consultation, is
| sued circular letter addressed to the
stockholders, advising them of the
| real facts and dlsclaiming any
connection with Mr.. Gill's efforts.
This was followed by a letter from Gen.
| Gill, attacking Mr.. Hoffman's manage
| ment, and charging that the property of
| the stockholders was being impaired In
| value by what was called the rate war.
| 1t was then for the first time realized
| that Gen. Gill was hostile to the manage
| ment, of which he had been prominent
| supporter, and it was determined to form
| a pool for the mutual protection of the
| stockholders, who should become parties
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
| ing of the Seaboard and Roanoke Rail-
road Company, held at Portsmouth, Va.
| Oct. s. The committee named in the
| pooling agreement of Oct. O. to-wit: Louis
McLane, chairman; Leigh r. Watts and
| Moncure Robinson, held a conference
Oct. 5, on Bay Line steamer with Col
Harvey of New York, who stated that he
| represented a number of gentlemen who
desired to purchase a controlling interest
in the Seaboard and Roanoke railroad
This conference, at which, in addition to
the committee, and Col. Harvey, there
were present r. G. Hoffman, president,
and c. d. Fisher of Baltimore, was with
out result.
''On the morning of Oct 6, before the an
nual meeting of the stockholders called for
that day convened the pooling committee
had conference with Thomas F. Ryan
and Col. Harvey, the result of which was a
contract between said pooling committee
and the said Thomas f. Ryan. Type writ
ten copies of the pooling contract were in
possession of the members of the COM
mittee, but to facilitate matters ii was
agreed to have said agreement printed and
a copy mailed on the afternoon of that
day to every stockholder of the Seaboard
and Roanoke Railroad Company, accom-
panied by circular letter requesting them,
if they approved of the arrangement and
were willing to become parties of the
agreement. to sign the same and return it
to Louis MoLane, chairman, prior to
Oct. IS.
"The terms of this agreement were well
known to Mr.. Ryan and his friends when
they treated with the committee, and he
| ke0Ilenen
were treating with him as a committee,
and on the afternoon of the 9Th after the
conference had adjourned, he telegraphed
a member of the committee requesting
that a copy of the agreement be mailed
to him that night at his Office, So Liberty
street, New York. In compliance with his
request a copy was mailed him. and on the
Sth Of October he acknowledged its re-
ceipt.
"The pooling agreement expressly pro-
vided that no sale could be made of the
pooled stock unless at least three-fourths
of the aggregate number of shares signed
agreed to such sale, and Mr. Ryan under
stood at the time the agreement with him
was made that the committee had no au-
thority over the pooled stock except that
conferred by the pooling agreement and
he knew, or certainly should have known,
unless three-fourths of the stock pooled
voted for a sale, no sale could be made.
The committee positively declined to sell
a single share of the stock, unless every
stockholder had the privilege of selling
his or her holding at the same price. Mr..
Ryan insisted that the committee should
take no active steps to induce stockhold-
ers to sign the pooling agreement, and re-
quested that the price he agreed to pay
be regarded as confidential. II was his
avowed object to have Gen. Gill purchase
as much of the stock as he could secure
at SlO per snare.
"On the Sth of October he was PROMPTLY
advised of the number of shares of stock
pooled, and after some correspondence
with him, the committee submitted to the
signers of the pool the question whether
they would accept or decline Mr.. Ryan
offer of $125 per share. With very few
EXCEPTIONS every stockholder signing the
pool voted, and instead of three-fourths
voting in favor of the sale, less than one
half were recorded in the Affirmative Mr.
Ryan was at once notified Of the result
of the ballot, and that the stock holders
declined to sell at the price named. His
10000, the amount deposited, was return
ed to him. No representations of any
kind were made by the committee to Mr.
Ryan, nor did they obligate themselves tc
deliver any stock at the time the contract
of oct. was made; as before stated, very
few stockholders had signed the pooling
agreement The stockholders were un'
known personally to the committee, and
the committee had no knowledge Of how
many shares Gen. GIL had Sc
cured, and hence It was simply impos'
sible for them to give any assurances ol
any kind in the premises. The commit