Delaware gazette and state journal. (Wilmington, Del.) 1883-1902, 1896-11-19
BAY STATE GAS COMPANY
The proceedings Instituted
Against II Wednesday.
a COMPLAINT OF BONDHOLDERS
Renewal OF the Litigation for
q Receiver.
DESTINATION Of Bostonians That the Great
InunipatingN Concerns Finances Have
Bssn Mismanaeod or Divorted--The Com
pany 20 Rsply gu December 9TH. y

Wednesday by J, III. Hoffecker, Jr., and
Benjamin L. NJ. Tower of Boston
against the Bay State Gas Co. is as
follows: Godfrey Morse and others in
behalf, of themselves and all other
holders OF income bonds Of the de-
PENDANT corporation vs. the Bay State
Gas Co., corporation created under
the laws Of rhe State of Delaware"
Those interested as compliments are
Godfrey Morse Of Boston, Godfrey Morse
aud George L. Morse, executors Of
Leopold Morse, deceased, Lawrence j.
Logan and Paul X. Lincoln of Boston,
and the Boston Loan Co., a corporation
created under the laws Of Connecticut.
all income bondholders and creditors Of
the gas company. The bill of complaint
alleges that Godfrey Morse has two Of
the income bonds, each of the par value
OF 81, 600; Godfrey Morse and Georgia
L. Morse, as executors, have six
Lawrence j. Logan has %; Paul X.
Lincoln, 3; and the Boston Loan Co. /,
%, all aggregating $50, 900. The bonds
are due May lat, 1889, and the company
agreed to pay interest not exceeding
per cent per annum. The net earnings
were to be applied to the payment Of
interest first.
The capital stock of the defendant
corporation VISA originally $4,000
but immediately after its incorporation,
On Or about August 18th, 1889. was
increased to s., 000 On May lst
1883. the company issued its income
bonds to the amount Of 81, 600, 600 at
par, being 1000 bonds of $1,000 each.
Section 2 Of the bill says: Ever since
the incorporation of the defendant
company. and until few days since,
one j. Edward Addicks has been presi-
dent OF said company, and director
therein, and by means Of the large
amount Of its capital stock held by him
has had, as your orators are informed
and believe, entire control and direction
OF its affairs, and all its officers and
directors have been named by him and
have acted solely under his direction.
1t goes on to say that Addicks on or
about March 18th, 1885 entered into an
agreement with the Bay State Gas Co.,
OF Massachusetts whereby he was to
erect certain gas works in Boston and
transfer the same with real estate
pertaining thereto to the Bay State
Gas Co. of Massachusetts, for $3.50, 900
promise or obligation of the Bay State
80 years or sooner at the company'e
option and bearing interest at rate
equal to 30 per cent of the net earn
ings of the company. On March 10th,
1885, Addicks transferred all bis rights
under the agreement and 10 and to the
obligation to the Beacon Construction
Co. a limited partnership formed under
Pennsylvania laws. in which Addicks
was chairman and holder of IA, $50
shares of it's capital stock out of a
total Of 1900 shares. Before August
1st, 1889. the Bay State Gas Co. uf
Massachusetts paid to the Beacon Con-
struction Co., the sum Of $3.50, 900 and
obligation of "a. 500, 600.
The defendant corporation through
an agreement with Herman G. Mulock,
dated August 18th, 1889, delivered to
the Beacon Construction Co., through
Is Mulock, its capital stock to the
amount of So, 900, 600 at par. and its
income bonds for $1,000, 600 in ex.
change for said obligation of 81, 500, OOC
of the Bay State Gas Co., Of Massa-
chusetts Until wrongfully deprived
OF its defendant corporation was "the
sole owner and holder of said obligation
and was entitled to and received
dividends thereon to the extent of &c
per cent Of the net earnings of the
said Bay State Gas Co. of Massa.
chusetts, which dividends amounted, at
your orators are informed and believe,
to about $3.50, 900 per year, which sun
was more than sufficient to pay 7 ne,
cent per annun upon the full amoun
of said income bonds; and until May
1893, the defendant company die
actually pay an annual interest of
per cent upon each and all Of sale
bonds Said obligation of 81, 500, 600
while it was so held by theydefendan
company constituted, as your orators ar
informed and believe, it's principa
asset and IFS principal source o
revenue"
On February 10th, 1889, according t.
the bill, Addicks caused to be incorpor
ated in New Jersey the Bay State Ga
Co. of New Jersey with a capital stool
Of 81, 00u. 600, and about the same tim
AddickB and W. L. L. Dillaway, VIII
had acquired control and ownership O
all the capital stock of the Bay Stat
Gas Co, Boston Gas Light Co.. Rox
bury Gas Light Co., and South Bosto
Gas Co., all of Massach usetts, mad
agreements with the Mercantile Trus
Co, Of New York and the Bay Stat
ance thereof 8 transferred substantial
all the stock Of the said four Massa
chusetts corporations above named I
the said Bay State Gas Go. of Ne,
Jersey and the Mercantile Trust Co. q
. New York to hold upon the trusts sc
forth in said agreements, and as sc
curity for the Boston United Gas bond
ESQ called) of the first and second serie
respectively Gas bonds were issue
by the New Jersey Co. through tn
trust company to Addicks and Dillawa
to the amount of 81, 900, 600. first series
and $4,000, 600, second SERIES The Ne
Jersey Co. subsequently issued ad
ditional bonds of the first series to tn
amount Of $3.50, 1000. The trust CON
pany was to receive all dividends, in
comes and profits from the stocks of tn
Boston companies and apply the sam
to payment of compensation for ii
services and expenses; of taxes assesse
upon it on account of the holdings; &
interest Oh the bonds of the first issut
to the creation of q sinking fund q
agreed upon, to the payment of in
terest on bonds of the second series
and lastly TO pay the surplus, if any
to Bay State Gas Co. of New Jei
sey. The trust company was to vot
at meetings of the gas companies fo
such officers as Addicks and Dillaway q
their assigns should designate. /
consideration of the transfer mentione
the New Jersey company delivered {
Addicks and Dillaway $685., 600 of il
capital stock OF 81. 600, 600 and gas bond
mn am