The times., 1899-12-27
John Skelton Williams. ESQ.
pr..s;Terr Ga.l,oarI g. n

President seaboard & Roanoke r. Il. Co.,
Richmond. Va:
I have just received from my attorneys a
report Il the court proceedings, had at Raleigh,
on Thursday last. and observe that your repre-
sentative then read in open court copy OF
telegram sent by yoa to me on December T.
1899, which / have not heretofore answered.
| did not reply TO ii when received, be-
cause its terms forbade further negotiations then:
II declared, 10 be sure, that you had made ''all
the efforts, suggestions. and propositions that
any tair-miuded could reasonably desire.
But the proposition embodied in your pre-
iuinsry plan Of consolidation presented 20 me
on October -, and by which | was invited to
SlgG70,gJO Of bonds the combined properties
to be used for the following pHrposes:
You proposed to take SlS.5i3,ODO OF these
bonds 10 reimburse your various syndlcates Tor
the securities they had bought to control the
system. You proposed to give s2,2s5O00 Of these
bonds in exchange for Georgia and Alabama
stocks on which 1 believe a dividend has never
been paid. With Sl,6A000) you proposed TO pur-
chase retire certain shares OF Seaboard stock and
stocks in some other roads held by minority stock
holders You proposed to use - l,300.0OO to re-
tire ear trust notes and 81 600 900 to pay for the
South Carolina extension leaving Sl4l,O00, which
YOU describe balance Tor miscellaneous re-
quirements.'
In short You proposed to place on those roads
an additional mortgage indebtedness OF ST.
81, 900 burdeHing them with additional an
nual interest charge OF nearly 100000, not one
dollar Of the proceeds OF the sum Of these
bonds to be spent on the property, but the en-
tlic amount OF clZJ>1,Upi 10 he used DJ you
TO reimburse your syndIcatcs Tor moneys pald for
l. stocks which. with the exception Of those Of the
Seaboard and Roanoke and the Bay Line, have
not paid q dividend for years. Having thus paid
your syudiCstes dollar for dollar in bonds YOU
further proposed 10 issue to them bonus in
I the stocks OF the reOrganized company Of more
than S23, 900.
This was your plan as you presented il to
me October %, hut subsequently, I learned
what you did not at that time disclose, that
your firm, Nessrs. John l.. Williams & Sons. and
Mr. Middendorf's firm we're 10 have as a comulis-
sion 3, 100000 Of the stocks in addition.
You describe this plan 'wisa. conservative and
equitable" You call it "an honest effort to work
/ out a reorganization. ON say 1T means much
/ fer this whole section of the country | can
Z readily what II means TO You personally and
/ to your syndicstes, but tar from regarding il
as wise or Conservative equitable, il seems
, TO me wholly inconsistent with proper financial
} policy.
( I did not believe that you would persist in
such a scheme. Indeed | noted that you mad
entitled it preliminary plan.' and remembered
/ that you had stated a conference at the
+ Astoria Hotel. on November -, in the presence
/ Cf my attorneys and your attorney that your
/ purposes were not definitely fixed | mad no
idea that IL would be yoH final plan until I
learned Of the proceedings OF the stockholders
/ meeting OF the SeabUard and Roanoke Company
/ on December 10 at Portsmouth, Va. / regard
Other statements in your kilograms as inaccurate,
3 but IL Is net necessary to answer them ia detail
/ at this time. I have treated your commuuica
{ tons % confidential. including this plan Of con-
SJhGatiOn aud your telegram describing IT,, but
/ since you have thought proper To- read tie tele-
/ glam in court and publish it broadcast think
i necessary 10 say that this analysis Of the plan
shows plainly thar u is neither fair equitable
and that it cannot he pursued without grave dan
ger TO the interests which "a Is your duty 20 pro-
( tect. THOMAS F. RYAN