The news & observer. [volume] (Raleigh, N.C.) 1894-current, 1897-10-06

40 miles; ca Roanoke and Tar River
from Lewiston to Virginia State line
80 miles; (S) Palmetto Railroad, from
Hamlet to Cheraw, IS miles.
3. That the Seaboard and Roanoke
Company owns a majority of the ISSUED
capital stock of the Raleigh and Castor
| Company and is thus enabled to cleo
the directors of that corporation ant
absolutely control its operations, policy
and income, including it's stock in other
companies. This gives it the controlling
voting power in the Augusta Air Line
Carolina Central, Atlanta extension and
Durham companies. The executive Off
GERS of the Seaboard and Roanoke Rail
road are thus enabled to direct the
policy and absolutely control the rail-
roads and income of the eight corpora
tons in the system.
4. That the Seaboard system, as thus
associated and operated, constitutes an
important line of nearly 1000 miles,
from Norfolk to Atlanta, with numerous
branches. The aggregate capital stock
of these eight corporations is $6,14255O,
with total bonded debts and rental
harges amounting to about SIG, $4,000.
The gross earnings are $2,826,6OO.
5. That the affairs of the Seaboard
and Roanoke Company, the controlling
owner Of the system, are managed by
a president and six directors, elected
by the stockholders in annual meeting,
and it's executive officers exercise
direct control over all the other subor-
dinate roads in the system, absolutely
directing their policy and operations.
6. That the Seaboard company has
issued and has outstanding 100000
first preference; $44, 200 second prefer
ence, and 81, 144,2 200 common stock. The
complainant sets forth that he Is, and
has been for three months, an owner
and holder of several shares of common
stock, and is acting with associates who
are also large owners of stock. 1t is
provided by the Seaboard's charter that
these shares of stock shall be deemed
personal property and as much shall
pass to the personal representative or
assignee Of stakeholder; that a book
shall be kept by the company in which
the shares may be assigned, and that
"a person in whose name shares of stock
stand ON the books of the company shall
be deemed the owner thereof as regards
the company"
1t is further provided by the charter,
that to constitute meeting of the stock
holders there must be present those who
can give majority of all the votes
which could be given by all the stock
holders. Also, after providing the man
ner in which such vote shall be cast, the
charter says:
"When a vote is offered to be given at
any meeting upon stock transferred with
in sixty days before such meeting, il
any present object to the vote it shall
not be counted unless the stakeholder
has made or shall make oath that the
stock on which such vote is to be given
is held by him bone fde and not by vir-
tue of transfer with intent to give
more votes than is allowed"
{. That the annual meeting of the
stockholders of the Seaboard Company
is fixed at the company's office in Ports
mouth on Tuesday, October 18th.
8. That at the last annual meeting,
in 1896, Richard Curzon Hoffman was
elected president, and the defendants,
Louis McLane and Leigh r. Watts, to-
gether with Charles ID. Fisher, Moncure
ID. Robinson, w. w. Fuller and Basil
=. Gordon were elected directors. Ro-
binson has since died.
Complainant also AYERS that neither
the Seaboard and Roanoke company nor
the Raleigh and CASTOR company have
any power under the charter to invest
their means or credit in the purchase of
any stock in the Seaboard company, or
to hold any such shares or vote them.
He AYERS that the defendant Hoffman
being the president, and Mclean and
Watts being directors in both the said
companies, with the purpose Of obtaining
for themselves the voting of a large
amount of stock of the Seaboard and
Roanoke Railroad Company, and there
by continuing their authority as officials
of the said company, secretly, fraudu-
lently and illegally upon the credit, Sc
curities and moneys Of the Seaboard and
Roanoke Railroad Company or the Raj
eigh and CASTOR Railroad Company, or
one of them, purchased upwards of 1000
shares Of the common stock of the Sea-
board and Roanoke Railroad Company,
paying therefor the sum Of upwards of
100000 out the corporate funds in
their charge.
''Since said secret purchase was con-
cluded by said Hoffman, McLane and
Watts about March, 1897, the original
stockholders of such stock have had no
interest legal or equitable in said
shares of stock sold by them respectively,
but the beneficial owner thereof is in
the Raleigh and CASTOR Railroad Com
pany and the Seaboard and Roanoke
Railroad company, or in one of such cor
porations. And said Hoffman, McLane
and Watts secretly hold all muniments
of title to such 1000 and more shares of
stock which were originally owned by
the stockholders of record.
10. Complainant AYERS that in or
der to conceal the said illegal purchase
and the fact that the said railroad com
panies or one of them is the real owner
of the shares so purchased, the defend
ants have not completed any transfer of
the shares upon the transfer and stock
books of the said Seaboard company,