Richmond dispatch. [volume] (Richmond, Va.) 1884-1903, 1896-11-22
SEAB0ARD AIRLINE.
STATEMENT FROM POOLING COM.
MITTEE OF $. & II. II. II. STOCK.
NEGOTIATIONS WITH Mr.. RYAN.
The New Workers. Proposition De-
clined-No Attempt on the Part of
troll Votes.

Judge Leigh 4. Watts, OF Portsmouth, the
Pooling Committee of the Seahoard and
Roanoke railroad stock, to-day gave out
the following statement regarding the
committees recent negotiations with Mr..
Thomas T.. Ryan Tor the sale Of the road:
Early I'm October 1t was ascertained
that General John Gill, president OF the
Mercantile Trust and Deposit Company
OF Baltimore, the financial agent OF the
seaboard Airline. General Gill being a
director in the Carolina Central railroad.
one Of the roads comprising that system,
and also member Of the Seaboard Air
Line Committee, was endeavoring to OBJ
tain options on stock of the Seaboard
and Roanoke Railroad Company, which
controls the Seaboard system.
"The management, apprehendlng that
stockholders, knowing General Gill's re-
lation 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 AID ap-
proval, Mr.. r.. c. Hoffman (preshenD,
after a consultation, issued circular
letter addressed TO the stockholders. ad-
vising them of the real facts, and dis
claiming any connection with Mr.. Gilfs
efforts. This was followed by a letter
from General Gill, attacking Mr.. Hoff-
mans management 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 General Gill
was hostile TO the management. OF which
he had been a prominent supporter, and
il was determined to form pool for the
mutual protection Of the stockholders
Irrorra parffgg thereto
"A pooling agreement was prepared
October %. and parties owning stock TO
the aggregate amount of 1873 shares
signed the same before the an
nual meeting OF the Seaboard and
Roanoke Railroad Company held at
Portsmouth, Va, October 9Th The
committee named in the pooling
agreement Of october 2d-to-wit, Louis
McI.ane (charman), Leigh r. Watts, and
Moncure Robinson-held a conference Oc-
tober 5th on a Bay-Line steamer with
Colonel Harvey, of New York, who stated
that he represented a number OF gem
tlemen who desired TO purchase con-
trolling interest in the Seaboard ana
Roanoke railroad. This conference, at
which. in addition TO the committee ana
Colonel Harvey, there We're present X
c. Hoffman, president, and c. d. Fisher
OF Baltimore. was without result.
CONTRACT WITH RYAN.
"On the morning Of October 9th, before
the annual meeting Of the stockholders
called for that day convened, the POOL
ing Committee had conference win
Thomas Z. Ryan and Colonel harvey
the result of which was contract pe-
tween said Pooling Committee and the
said Thomas +. Ryan. Typewriter
comics OF the pooling contract were IN
,ossessiuu OF the members or the COM
Inittee. but 10 facilitate matters IL was
agreed 10 have said agreement printed.
and a copy mailed on the afternoon or
that day to every stockholder OF ule
Seaboard and Roanoke Railroad COM
nanv. accompanied by a circular letter
recuesting them. II they approved the
ARRANGEMENT and were Wiling 70 De-
come parties 70 the agreement, 10 sign
the same and return II 10 Louis McI|dHe'
chairman. prior TO october 18TH.
",The terms OF this agreement were wen
,,,,,,,, "a Nfr RYAN and his friends when
tbev treated with the committee, ana ne
fully understood that the three gehtleilcH
we're treating with him ar conlliillee
o,5 ON the afternoon Of the 9Th, after the
conference had adjourned. he telesIdpneu
q member Of the committee requea.lHs
that a copv Of tho agreement be mailed
to him that night at his office. No. 81
7 ,bertN, street. New York. In compliance
with his request, n copy was mailed hllh
/ and on the Sth Of october he acknowleds-
! cd its receipt.
ssThe poollng agreement expressly pro-
/ vided that no sale could be MADE OF the
,oo1ed stock unless AT least three-tourths
| Of the aggregate number Of shares signeu
oereed 10 such sale. and Mr. Ryan under
| stood al the time the agreement with him
| vyas made that the committee had no au-
/ tboritv over the pooled stock except that
conferred by the pooling agreement, ana
| 10 l,neyv or certainly should have known
that unless three-fOurths OF the stoch
uooled voted for a sale no sale could ne
made. The committee positively declined
TO sell q single share OF the STOCK uhiess
| every stockholder had the privilege OF
| selling his or her holding at the same
nrice Mr. Ryan insisted that the com
noittee should take no active steps TO IN
d,,ea Stockholders 10 sign the pooling
agreement and requested that the price
! he agreed 10 pay be regarded as cohIldeh-
! ti9l II was his avOwed object to nave
! General Gill purchase as much OF the
stock as he could secure al 500 per share
/ on the 18th OF october he was promptly
advised OF the number OF shares OF STOCK
nooled and after some correspondence
r,i+b him the committee submitted to the
sioners OF the pool the question whether
tbev would accept or decline Mr.. Ryan's
offer Of S125 per share.
RYAN's OFFER REFUSED.
"Witb very few exceptions every stock
! holder signing the pool voted and in
stead of three-fourths voting In favor OF
the sale. less than one-half were recorded
! I'm the affirmative. Mr.. Ryan was at once
notified of the result Of the ballot, ana
that the stockholders refused TO sell al
The price named. His 10000, the amount
| denoslted was returned to him. No rep
resentations of any kind were made by
! tho committee 10 Mr. Ryan. nor did they
| oblieate themselves to deliver any stock.
Al the time the contract Of October oth
was made. as before stated very rev
Stockholders had signed the pooling agree
nent. The stockholders were unknown
personally TO the committee. and the COM
mittee had no knowledge Of now many
shares General Gill had secured. ana
hence II was simply impossible for them
| 10 give any assurances OF any kind III
! the nrernises The committee held the
pooled stock as agents, and their authority
over the same was limited by and de-
| fined IN the agreement creating the pool.
| The proposition OF Mr.. Ryan was submit
! ted 20 every stockholder fairly. and the
| committee did not seek TO influence or
control their votes
'rrhe action Of the committee in this
connection will bear the closest scrutiny
| and II is deemed unnecessary for the gen
| .lemcn Of that committee 10 say any
! tbino I'm reference TO any personal re-
| nections made by Mr.. Ryan. Whether
/ A. nvan represented the southern Rail
wov Company in the proposed purchase