The Topeka state journal. [volume] (Topeka, Kansas) 1892-1980, 1900-02-14

this without any reason except to graf
ify Carnegie's malice.
Frick, in the interest of harmony,
gave mis- resignation and subsequently
on the 18th day of January, 1900, after
Carnegie had thus deprived him of his
office, he (Carnegie) demanded of F'rick
that he (FrriclO should sell TO the firm
his Interest in 1t at a figure which
would amount to less than one-half OF
what this interest is fairly worth.
Frick refused to sell at that price, but
offered to sell and allow three men TO
value the interest sold Carnegie re-
fused this and left Frick, threatening
him for not yielding to his demand.
F'rick now alleges that after his res
ignatiOn and at the time of this last in
terview, Carnegie was fraudulently and
secretly, without Frick'S knowledge or
consent attempting to carry out
scheme, which, if successful, would en-
able Carnegie, as Carnegie hoped, to
confiscate Frick's interest in the firm
at probably not much over SO per cent
of its real value; that is, say, not over
$6.000,000, for what on the basis of Car
negie'S option, was worth SIG, ,238, 600.
This scheme, F'rick says, he can prove
was to reinState and make operative
an executed and bandoned socalled iron
clad agreement of 1887, which related
solely to Carnegie Brothers & Co., limi-
ted, and never did include the Carnegie
Steel company, limited; and. also to at
tempt to make binding on F'rick anoth-
eI SOCdlleO IRON OldQ agreement Oh 1897,
which Carnegie never before had exc
cuted, which Henry Phipps had always
refused to execute, and which many
other partners had never signed. This
agreement contemplated in 1892, Carne-
gle knew, as F'rick now alleges, was alb
solutely void in 1899, and yet Carnegie
appears at a meeting of the board of
managers of the Carnegie Steel COM
pany, limited, held January 8, 1900, in
Frick's absence, and passed false and
misleading resolutions whereby he at
tempted to make operative and rein
state the sccalled ironclad agreement of
1887, and also directed his co-partners
to sign the Socalled agreement of 1892
which neither he nor many of them had
heretofore executed. All this, it is al
legged, Carnegie did secretly and pur-
posely conceal the knowledge thereof
from Frick.
Carnegie was enabled to control his
partners because they still owed the
firm money for their interests and Car
negie dominating the firm by a majori-
ty interest they were unwilling or un-
able TO Withstand his demand. Carne-
gle induced some of his copartners to
sign the socalled agreement of 1892, and
then, without warning, sprung upon
Frick notice on January Is, 1900 which
he has also caused his copartners Sc
cretly to sign, and which was based up
on the pretended existence of the So
called ironclad agreement.
Carnegie followed this notice by COM
pell1ng, on February l, 1900, ,Schwab, the
president of the company to transfer
on the books of the company all
Frtck's- interests in the Carnegie Steel
company limited. to the said company
and he now pretends that he (Carnegie)
can practically dictate TO FricE fhe val
ue at which he will take these inter-
ests. He claims that Frick is not en-
titled to anything for the good will oil
the company; is not entitled to have
his interests valued as of a growing con-
Hof hn
old obsolete figures which have stood on
the books for years, in many respects
unchanged, so as to reduce the value of
tricks interests to the neighborhood
he hopes, of about Sc. 900. AS Carne-
gle owns 581A per cent of the Carnegie
Steel company, limited, he will there
fore own more than one-half of the
per cent which Frick sells and if he can
thus acquire per cent of Frick's hold
lngs for what would amount to about
$4,000, GOO, he will make a net profit off
OF that transaction alone, based on his
own seilli & price, as above stated, in
the neighborhood of $5,ooO,OOO.
Frick further says that never since
1887, had either firm attempted to force
a partner to sell. That no interest what
ever was ever acquired under the so
called agreement of 1887 and none I'M
Ger the one of 1892 except that at times
when the financial condition and earn
ing power of the company were radical
Iy different the company did purchase
interests of three deceased partners. but
by an amicable and satisfactory ar
rangement with the representative of
EACH Neither in the whole history of
both firms was it ever supposed thar
any partner had placed himself in such
position that Carnegie could through
personal malice force him from the firm
and that for Carnegie to attempt this
in 1900, through the guise of proposed
agreements which looked to the honor
and well being of the firm, to crafty
his personal malice, was most vicious
and fraudulent misconstruction and
misuse of the same
The bill alleges that the new part
nerShip of the Carnegie Steel company
limited, is not a limited but a general
partnership, but Frick is unwilling to
take advantage of what he believed to
be limited partnership until he was
advised otherwise after this contro-
versy arose and he therefore Offers
(A)-To sell his interests in the firm
at what three business men will judge
them to be fairly worth.
(B)-To execute new papers making
a valid, binding, limited partnership
and to continue the firm, in all respects,
as 1t was intended heretofore to do
(C)-To continue the firm even if If
is a general partner partnership and
all are individually liable, provided he
be allowed to participate il the man.
agement, because to leave the sole man
agement to Carnegie would result
financial loss.
(D)-If Carnegie refuses all these Of
fers, then he asks the court to dissolve
the partnership and to have a receiver
appointed to sell the property and pay
the debts and distribute the balance
Mr. NcCook also called attention to
the fact that three of the oldest part
ners, Henry Phipps, Jr., Henry NJ
Curry and F. T. F. Lovejoy and sew
eral smaller holders of interests are in
sympathy with Mr.. Frick and opposed
to Mr.. Carnegie's present attempt
ALL REF USE TO TALK
At noon today, no notice of the suit
had been served upon the defendants
or their counsel Secretary Moreland
of the Carnegie Steel company said that
he had not seen the bill and refused to
talk about it. When the company had
anything to give out he said. it would
come through the regular channel. Da.-
zell, Scott and Gordon. the defendants
counsel were equally reticent
a President c. M. Schwab. who is looked
upon as Mr. Carnegie's personal repre-