The age-herald., 1900-03-13
COMPLETE ANSWER
 TO THE PRICK BILL
Stockholders in the Carnegie Com pany File VoluminouS Paper in Which the Allegations of
 Prick Are Denied.

erty of the association in the hands of pro- motors to be foated in marketable securi- ties on the public. However, the defend- ants don't question his ability and say they would be glad to have him continue in the business of the association had he not him self forced the trouble and rendered such Impossible.
 Man of Imperious Temper
 It Is charged that Mir Prick Is a man of imperlous temper and attempted to make a personal matter of business differences, giving way to violent outbursts of passion. The defendants state that he demanded ab- solute power and without it was not satis- fled. After January Il, 1895, when he ceased to be chairman of the asso ociation MT. Prick was and continued to be dissatisfied He chaffed under the imi ations of his powers, and the dfScordant sftua tion which devel- oped was largely due ito lhis dissatisfaction With the transfer of the chief executive powers of the association to the president.
 It Is denied that Carnegie was actuated by malevolent motives in demanding the res ignation of MT Fr.ck as chairman, and it is stated the resignation was demanded in order to preserve harmony in the interest of the association. It is denied that MT. Carnegie controlled or sought to control the action of his associates, but by reason
 
 rience his views on matters pertaining to the business. MT. Carnegie it Is asserted, has held an interest in excess of 50 per cent rather from the necessity of taking the shares of timld deceased, or retiring mem bers, than from any desire or intention on his part to hold controlling interest.
 It Is admitted that the profits of the com pany for the year 1899 were substantially as averred by plaintiff. The amount so stated, however refers only to the differ ence between the amount of sales and the actual expenses of manufacture, and don by any means indicate the amount avail ble for distribution as dividends. It is de- ned that the association has assets which it could transfer worth $250, ,C0O,0O0, and it s asserted that on December II, 1899, the books showed that the net value of the as- se's of the association was $5,610 104.6O. From time to time the plaintiff has been a member of committee appointed to re- value the assets and the values now en- tered may be taken as the plaintiffs own statement of tlher value to the fellow mem- bers
 Had Been No Apimositv
 It is denied that animoslty has been mani- fested Coward the plaintiff from his failure with others to avail of an option given by Carnegie. In this connection it is stated that the price to be paid for the property of the association and the coke property on this option was s32 O00,000, being on the basis of $250,000 GOO for the property of the association. and the balance for the coke property. MT. Carnegie was to receive for his tnterest $1, ,O00,00O in bonds and the bal ance about s57970 in cash.
 MT Prick it is claimed, has upheld and enforced the so-caled '.iron-clad" agree men. at all times, opposing an attempt on the part of Henry Phipps to make change in the original. During all the years Prick as the active agent of the association ac- i,,,to of oil rafir ri under it's provisions; when a partner was deemed unsatisfactory by his associates he was informed of that fact generally by Mir Prick, with a statement that the company would pay fer such interests under the terms of the agreement, and if not &C., cep.ed voluntarily he would force terms. This course continued up to the time of his resignation chairman and manager or the association, and he was the first to att tempt to evade the agreement
 It Is asserted that under the terms Of the iron-clad agreement signed by Mr. Prick his interest has been transferred to the association and the association tenders payment for said interest according to the value as it shall appear on the books or the association Maron l, 1900, and as soon as the books are written up Ito that date the plaintiff will be furnished with a bal ance sheet and the cash and notes will be tendrred him for the value of his interests, said amount being approximately Oi,9O0,ON. It Is averred that the said sum is the full amount due Prick. The valuation Is upon the same basis as all other partners and estates of deceased partners have been set tied for.
 Enormous Profits
 During the membership of plaintiff in the association, in addition to an adequate sal ary paid him for services as manager, he received upon his said interest actual divi- dends in cash, which not only repaid him the sum of $310,000 which he himself paid for his interest, but an additional sum or clear profit of $93S, ,275. The book value Of 6 per cent. interest January l, 1900, was $4,536,6O6 to which will be added in settle ment his proportion of the profits earned during January and February and the de- fendants say that the plaintiff has no req son to complain of the operation of con- tract which gives to him nearly $5,OOO,OD for an interest which involved no invest ment of capital by him, and which has all ready paid him in cash profits of almost $1,00O,OOO.
 The proposition made by MT Prick to arbtrate the value of his interests is re- jected.
 It is denied that the association Is under the exclusive control of Carnegie, but it is averred that if it is, he is fully competent and able to properly manage and carry on the business.
 The defendants admit that the business of the association was, while Prick contin- ued member, ''jeopardized by inharmoni- ous relations of partners" and 1t Is neces- sary that fits enormous business might be carried on by united and harmonious ac- tion." But they aver that there is no req son why the plaintiff should be permitted to repudiate or evade his own contract, which has heretofore been observed in good faith and without exception by all the oth- CT retiring members, and which, until 1t was applied to his own case, was always Nn1 4a1 tod fsNfA .Iot.. himself The defendants ask that the bill be dismissed with costs placed upon the plaintiff.
 Savannah Being Decorated
 Savannah, Ga. March 12.-The city is