The news & observer. [volume] (Raleigh, N.C.) 1894-current, 1900-03-29
THE NEWS AND OBSERVER THURSDAY MORNING. MARCH 1900

manufactured pTOQuclS ttuu NiPiiis7
out competition among the manufac-
turers in the purchase of leaf tobacco
to- the injury of the farmers who pre-
dice the leaf tobacco. and without any
corresponding benefit to the consulu-
ers of manufactured products.
The substance of the answer in de-
tail is as follows:
/. Admits that Blackwell's Durham so
bacco Company is a North Carolina cor
poration, and that this defendant, VIM. A.
Guthrie, is resident of the State.
II. Admits that the compliments are
legal holders Of stock in Blackwell's Dur
ham Tobacco Company; but the defendant
AYERS
i. That the compliments are also Off
GERS in the American ToOac 20 company,
as follows J. B. Duke, president and
director: j. b. Cobb, first vice president
and director; w. r. Harris, second vice
president; p. S. HILL secretary; George
Arents, treasurer and director; w. "
Fuller. general counsel and director; j. b
Sperry and J. T. Wilcox, employees in the
general Offices of the American Tobacco
Company.
@ That these compliments are no. the
absolute owners of the stock in Black
wells Durham Tobacco Company, III thr1r
own right, but hold the shares in trust
for or for the benefit Of, the American
Tobacco Company; that the American
Tobacco Company furnished the money 10
buy the stock and the purchase vas MADE
under the direction, and with the ccnSen'.
Of it's directors or managing officers; that
the American Tobacco COMPANY is the
equitable owner of the stock ana tho real
party in interest in this suit, and that
this suit was instituted and is prosecuted
and maintained for, on behalf of, and at
the behest Of, said American Tobacco
Company"
g. That under it's charter, the America
Tobacco Company has no power to pur-
chase or hold the stock Of "ny other cor
poration and that its 'pur ,hase OF the
stock of BlackwelIs ToOacco Company
and the transfer and assignment thereof
to it's officers, directors and employees, is
ultra wires, and is an evasion and viola
ton of it's charter; and further that al
the compliments except j. r. Cobb arc
W. w. Fuller are officers of Black we'll
Durham Tobacco Company: that under
O bylaw Of said Blackwell's Durham To
bacco Company no person is eligible r.
any office OF said corporation except he be
a stockholder therein and in order that
the said American Tobacco COMPANY
might acquire and have control, manage.
ment, official directory, and business O.
said Blackwell's Durham Tobacco Com
pany, as it has done since the date of thu
purchase of the stock aforesaid to-wit
about March or February, 1899, the sale
American Tobacco Company. not havine
the power under it's charter to act as {
director or officer of any other corpora
ton, it was necessary that it SHOULD
transfer or assign sufficient number
of shares Of the stock to the complain
ants for the purposes aforesaid.
H. Admits that the defendant owns
one share Of stock in the Blackwell Com
rany but has no further personal knowl-
edge as to the holdings Of other stockhold-
ers, never having had the opportunity t.
examine the stock book.
w. That 1.-The American Tobacco Com
pany is net party by name and in it"
corporate capacity to this suit, and nc
valid and binding bid, offer or proposal to
buy the property of the Blackwell Durham
Tobacco Company has been made by the
American Tobacco Company, of which
your Honorable court can take notice;
that the statements made by the com
claimants, though officers of the Ameri-
can Tobacco Company, as to the price the
American Tobacco Company will give for
the property of the Blackwell Company
are not binding upon American Tobacco
Company in its corporate ca
pacity; that 1.-The American Tobacco Com
Dany is a solvent corporation and defend
ant believes that it paid a very much
larger price than the proposed alleged
offer Of 81, 000 for the 50 per cent Of
the capital stock of Blackwell's Durham
Tobacco Company when the same was
purchased, to-wit: about the sum of Sc
4O0, 000."
" That "the compliments cannot, as
the legal holders of a majority Of the cap
ital stock, authorize and direct a convey
ance and sale of the entire property Of
he Blackwell Company, nor would such
sale be valid in law or in equity; that
not only are the compliments officers
and employees of the American Tobacco
Company, but they, with the exception OF
Fuller and Arents, constitute all the off,
GERS of Blackwell's Durham Tobacco
Company, to-wit: p. S. Hill, president
and>director; E. B. Sperry, vice president
md directory w. R. Harris, secretary
Duke and j. I. Wilcox, directors. That
Blackwell's Durham Tobacco Company 'is
solvent going business corporation, and
| IS engaged in the business contemplated
and authorized by it's charter that it has
not forfeited it's charter and if it had
| committed such acts as would under the
laws of the State of North Carolina work
forfeiture of it's charter, only the SOW
ereign State of North Carolina could en-
force the same, CT take advantage there
| 9f in the manner pointed out in it's laws;
that the charter CT said corporation has
not expired by limitation of time, and
70 time. for its existence being named in
| its charter, its existence as a corporation
! would continue for sixty years from the
flme OF its incorporation under the pro-
visions CT the general laws Of the State
| Of North Carolina provided in The Code.
CASTORIA frlnfan!s and Children