The Saint Paul globe., 1897-12-05

past has been, wholly insolvent and that
its affairs have been badly managed. They
assert that the sum OF SS4, 7S34 of the money
of the company has been invested by the
officers of the defendant company in real
estate in Washington county, Minnesota,
which was never of any greater value than
So 000, and is row practically worthless: that
in the years 1894 and 1925, through misman-
agement the company sustained losses. SO
heavy as to impair the capital stock to the
extent of go per cent thereofs and that by
reason of such losses anu other losses since
incurred, the corporate purpose of said COM
pany has been wholly diverted and never can
In asipa1Sd short the plalptn alege that the St
pletely "gone up" hopdessly insolvent, coll
iapsed and busted and has been in that
condition for year or hnorei
The complaint chargesf Messrs. Hamilton
and Kirke and j. NJ. Hawthorne who was
acting as attorney for the defendant COM
pany, with scheming to re1nai9 in control of
the company. Constituting, il is alleged
its board of directors, they met on June Is
last and adopted a resolution declaring that
the loan association ther3sby went into yolun-
tary liquidation in in PqrTSuanc9s r OF the pro
The plaintiffs allege that no notice of any
intention to offer such a resolution was ever
given to any Of the st9fikheoiders;
lief that notwithstanding these. confessions
of insolvency. the officers of the defendant
company fraudulently and in violation of
to certain of their stockholders. and did on
/ or about Nov. "A, 1897, by the advice and
connivance of their attorney, ]. NJ Haw-
thorne, give preference to certain stockhold-
ers, follows:
E. P. Walker on ten shares. evidenced by
certificate No. 1923, class A. August Altman.
ten shares, certificate. 1926 class A; john
! w. Hatfield. five shares. certificate. 1921,
class A; Sarah F. Stewart, five shares, certi-
ficate, 1914. class A.
The complaint further alleges that in de-
fance of their duty to treat all the creditors
fairly the said Hamilton, Krke and Haw-
thorne. during the past two years, have been
using the assets and income of the defendant
company for the benefit of certain stoekhold-
ers in preference to others, and that when
loan of said company has been paid off
or an installment paid by a borrowing mem
Der, they have taken the money thus re-
eeived into their possession and have APPLIED
the same. first to paying themselves salaries
and second to redeeming and canceiling stock
That they have dissipated thousands of dol
lars of the assets of the company in redeem
ing said stock In the past two years while
all the time the company was known by them
to be insolvelt.
In conclusion the complaint recites that in
October last a petition filed by one of the
stockholders asking for the appointment Of
a receiver of the company was resisted by
the company and that thereafter the claim
of the petitioning stockholder was COM
promised by paying him 20 per cent of the
face value of his claim. which constituted a
preference and brand upon the rights of
the other stockholders.
The plaintiffs finally attack the validity of
! the deed CT assignment to J. NJ. Hawthorne.
filed few days ago by Messrs. Hamilton
and Kirke. whereby they attempted to con-
yey all of the assets of the company to
Mr.. Hawthorne in trustE for the creditors of
the company, when, in Fact, as 1t is alleged
the company has no creditors other than the
stockholders. u
The complaint alleges that the deed was
made to defraud the stockholders. The plain
tiffs therefore demand that the court will
restrain the defendantsI and leach of them
from disposing of any of the assets of the
company; that ]. NJ Hawthorne be restrained
from acting in any manner under said pur-
ported deed of assignment and that receiver
may be appointed who shall wind up the
! affairs of the defendant company and dis
tribute its assets among these entitled thereto.
Money deposited now at our State
Savings Bank, Gernhania Life Bdg..
4th and Mimi. SITS, will be entitled to
6 mos. int. July l, 1898.