The morning news. [volume] (Savannah, Ga.) 1887-1900, 1900-01-09
ROADS CANNOT CONSOLIDATE.
JUDGE sPEER TEMPORARILY RE
STRAINS G. 4 A. AND +. c. q II.

New York, Holding IdO shares
of Georgia and Alabama stock,
Came Down Last Night TO
File the Bill and Have the Repre-
sentativeS of the companies Serv-
ell with the Order-Henring to
show Cause Against Permanent
Injunction VIII He Before Judge
speer in Macon saturday.
The Georgia and Alabama and the Flor
ida Central and Peninsuar have been
temporarily enjoined from consolidating
restraining order was issued yesterday
morning in Macon by Judge Emory Speer
of the Southern district of the United
States Court Last night the bill and the
order were filed with the clerk of the
court in Savannah. Mr.. Merrel Galloway,
of the firm of Erwin & Galloway, solicit
tors for the complainant coming down
from Macon for that purpose.
Judge Speer reached his office in Ma
con yesterday morning at II O'Clock. The
bill for an injunction was at once pre-
scented him. He passed upon il, and at
IL the train for Savannah was caught
by Mr. Galloway, who made haste to see
that the papers took the proper course.
The bill sets forth that all the stock of
the Georgia and Alabama is in the hands
of John S. Williams John w. Middendorf
Ernst Thalman, w, F. Cochran, c. Sidney
Shepard and j. w. Brown, as voting trus-
tees under a voting trust agreement,
whereby the trustees were authorized TO
vote the stock only for the ordinary pur-
poses of the administration of the cor
poration, with the condition that all the
stock shall be returned to the individual
stockholders on July l. 1900
The bill then alleges that, in violation of
this agreement, the trustees are prepar-
ing 10 vote all of the stock in favor of
the consolidation of the Georgia and Ala
bama Railway with the Florida Central
and Peninsular Railway Company, and,
further that the Georgia and Alabama and
the Florida Central and Peninsular are
parallel and competing railroads, and, I'M
der the laws of Georgia, their consoli-
dalton is prohibited.
1t is also claimed that under the Geor-
gia law the unanimous consent of all the
stockholders is necessary for carrying out
a corporate consolidation, and that all OF
the stockholders have not so consented;
also, that the consolidation is for the per-
sonal benefit of the Williams syndicate
and prejudicial to the right of the mi
nority.
To support this there is appended to the
bill copy of the underwriting agreement
of the syndicate formed TO purchase the
Florida Central and Peninsular and. in
cidentally, to further the plan for the
consolidation of the Georgia and Alabama
and the Florida Central and Peninsular,
with the Sea board Air Line System The
bill claims that this agreement shows that
Mr.. Williams and his associates are TO re-
ceive for their stock in the Florida Cen
trail and Peninsular dollar for dollar in
first mortgage bonds of the proposed new
consolidated corporation, and, in addition
thereto, for every 100 shares of the same
stock in the Florida Central and PENN
sular. they are to receive 500 in the pre-
ferred stock and $50 in common stock of
the new corporation.
1t is also claimed that Messrs. Williams
and Middendorf, or their respective firms,
are 30 receive as further compensation ST.
O00OOe of the new preferred stock and ST.
CVeOe0 of the new common stock
The bill also charges that in addition
to the foregoing amounts, if the consoli-
dalton is perfected and carried out, the
Williams syndicate will divide other very
large amounts of stock among themselves,
practically as a bonus.
The bill asks that the defendants be en-
Joined from carrying into effect any
scheme of consolidation of the Georgia
and Alabama Railway with the Florida
Central and Peninsular Railway Compa-
ny, or from delivering any property under
color of the scheme, or from receiving and
counting any votes of the stock of the
Georgia and Alabama Railway standing
in the name of John Shelton williams and
his associates at any stockholders meet
ing for the purpose of authorizing such
consolida ton.
The Judges order was as follows: Read
and considered Let the defendants nam
ed be temporarily enjoined as PRAYED IN
til Saturday, the 20tn instant at which
time they are directed to show cause be-
fore me at Macon Ga, at 10 o'clock q.
M, why the injunction prayed for should
not be granted"
The clerk of the court was found last
night and the papers were filed. The
agent for the two roads, Mr.. c. C. Martin
Vice President and General Manager Cecil
Gabbett of the Georgia and Alabama
Denmark, Adams and Freeman, counsel
for the Florida Central and Peninsular
and Charlton, Mackall and Anderson
general counsel for the Georgia and Ala
bama, were all served, the service being
made by Deputy Marshal Charles j.
White.
The defendants are Messrs John Skel-
ton Williams and J. w. Middendorf Mr.
Williams is president of the Georgia and
Alabama, the Florida Central and PENN
sular and the Seaboard Air Line. the
three properties he seeks to consolidate
Mr.. Middendorf is second vice president
Of the Georgia and Alabama. and large
holder In the Williams syndicate
The bill is signed by Erwin and Gala
way of Macon, as solicitors for the com.
plainant and by Mr.. Marion Erwin and
Hon. j. NJ. Terrell, attorney general of
Georgia as of counsel. They represent
M. ]. Dady, resident of New York, who
is one Of the minority ckholders of the
Georgia and Alabama. His holdings are
100 shares
1t is said there is no connection between
the effort of Mr.. Dady to secure a perma-
nent injunction against the consolidation
of the Georgia and Alabama and the
Florida Central and Peninsular and that
of Mi Thomas +. Ryan of New York. to
prevent the consolidation of the Seaboard
Air Line with the other lines. Mr.. RYAN
has been waging a bitter war in virginia
where hearing will be given his case to-
day.
The result Of this petition win be await
ed with great deal of interest 1t will
l..fw- L.