The morning times., 1896-11-22

matters IL was agreed to have said agree
Hiehe printed and a copy mailed on the
AFTERNOON OF that day to every stock
hoiuer OF the seaboard and Roanoke Rail.
ioau company, accompanied by circular
letter requesting them If they approved
OF the arrangement and were willing 10
become parties to the agreement. to sign
tie same and return 1t TO Louis McIane
chairman, prior to October 49,
The terms Of this agreement were we'll
Known to Mr.. Ryan and his friends when
they treated with the committee and h,
fully understood that the three gentlemen
We're treating with him as q Committee,
ana on the afterno on OF the 9Th, after the
conference had adjourned, he telegraphed
a member OF the committee requesting
that copy OF the agreement be mailed
to him that night at his office, No. 80
Liberty street, New York In Compliance
wlth his request copy was mailed him,
ana on october he acknowledged it's re-
ceipt.
The pooling agreement expressly pro-
vided that no sale could be made OF the
pooled ock unless at least ttree-fourths
or the aggregate number of shares signed
agreed to such sale, and Mr. Ryan under
stocd at the time the agreement with him
was made that the Committee had no au-
thority over the IOoied stock except that
Cchieited by the y, oi.ng agreement and
he SEtw, or Certainly should have kI own
that unless three-fourths of the stock
pooled vo ed for 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 stockholders to
sign the pool agreement and requested that
the price he agreed to pay be regarded
as confidential 1t was his avowed object
to have Gen. Gill purchase as much of the
sso;N "a he could SEC ar AZ SiOU per share
"On October Is he was promptly advised
or the number OF shares of stock pooled
andafter some mecorrespondence with him, the
committee submitted to the signers of the
pool the question whether they would accent
or decline Mr.. Ryan's offer of S126 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 ope-half were recorded
in the affirmative.
MI Ryan was at once notified of the
result of the ballot. and that the stock
holders declined to sell at the price
named. His 100000, the amount de-
posted, was returned to him. No rep-
resentations of any kind were made
by the committee to Mr.. Ryan nor did they
obligate themselves to deliver any stock
oV WV eiiiS Shc SohoidCt VI OCJODer u
was made; as before stated yery few
stockholders had signed the pooling urree-
ment.
1.-The stockholders were unknown Der
! sonally to the committee and the COM
mittee had no kno wledge of how many
shares Gen. Gill had secured, and henc,
1t was simply impossible for them to give
any assurances of any kind in the premises.
The committee held the pooled stock as
agents and their authority over the same
was limited and defined with the agree
ment creating the pool
1.-The proposition of Mr.. Ryan was sub
mitted to every stockholder fairly, and the
committee did not seek to influence or
control their votes. The action Of the
committee in the connection will bear the
closest scrutiny, and 1t is deemed unneces-
sary for the gentlemen of that committee
to say anythingin reference to any personal
reflections made by Mr.. Ryan.
"Whether Mt. Ryan represented the
Southern Railway Company in the proposed
purchase is a matter with which the COM
mittee had no concern. and they are not
responsible for what seems to be the uni
yersal opinion of an intelligent public,
that the real object of the proposed pur-
chase was to destroy and absorb the only
competitor Of that great monopoly and
leave the South with its vast business
interests completely at It's mercy"