Waterbury Democrat., 1901-01-08

Manufacturing company, a corporation engaged in a similar business in Wa terbury, to that carried on by the I,andolph-Clowes company, and one or the active competitors of said Ran- dolph- h-CloWeS company in such Dusl- ness.
 13. That said Curtiss, Taylor and Steele are the owners and holders re- spectively of only one share of stock of the said Randolph Gloves company, and said Taylor and Steele were nom- mated and elected to such positions at the instance of the said Chauncey r. GosS and Miller. they are guided and controlled in the discharge of their duties as directors or trustees by the said Goss and Miller. and not for the best interests Of the company and it's stockholders.
 H. That said Goss, Miller, Taylor and Steele constitute a majority of the board of directors of the said Randolph-Clowes company, and by their united votes control and direct it's business and affairs.
 ll. Tl,e affairs and business of said company have not been and are not | now conducted in the interest of it's stockholders, but have been and now arc conducted and carried on for the personal profit. interest and advantage of the said Miller and the said GosS. 1G: And the said directors, who are ! the defendants. have sought to exclude and have excluded this plaintiff from l the mana cement and business of said company, have kept him in ignorance of the affairs thereof, have refused to exhibit to him upon his request a statement of the affairs and condition of said company: have kept and are | now keeping two sets of books relat- ing to the affairs of said company, one of which they intend the plaintiff may see and examine when they are | obliged to allow this, and the other set of books are kept for the exclusive use | of said Miller, Taylor and Goss; they | have taken inventories Of the assets 1 and liabilities of said company from | time to time. which they have refused to show to the plaintiff or to allow him l to examine. though he has requested | that he might examine the same: they | have declared dividends upon said pre- i fe1.red stock without submitting said | inventory or the profits and losses CT | said company to the directors or at the | directors meetings at which these divl- | deuds were declared: and they have | kept the plaintiff in entire ignorance | of the affairs of said company. all
 though the plaintiff has been at all l times since the organization of sald l company one of the directors thereof
 and entitled to share in its manage
 ment and to have full knowledge Of
 it's affairs.
 r. On April II. 1900, said Taylor,
 Miller, Curtiss and Steele, being q ma
 jority of said board of directors. de-
 clared a semi-annual dividend of 37s l per cent, payable on demand, against | the protest of this plaintiff, although l the payment thereof made an over | draft of it's bank account of over S9.- GOO; that at the time said dividend was 1 declared the company was indebted
 to said Miller in the sum of $3OOUO, | evidenced by its notes to him bearing | 6 per cent interest. which were se- | cured by q mortgage on all of it's plant,
 tools and machinery, and said divl-
 dend was thereafterwardS paid by | said company on the same day.
 1S The payment of said dividend
 was wrongfully and fraudulently de- 1 clared and made and done for the
 purpose of reducing and did. in fact,
 reduce the value of the stock then
 owned and controlled by the plaintiff
 and when he then had the right by
 agreement to own and control and of
 which he then was the equitable | owner.
 19 The said Miller and Goss. in | further pursuance of their intention | and purpose to conduct and manage
 the affairs of said Randolph Gloves
 company in their own interests alone | and for the purpose of excluding this
 plaintiff from all participation ill its
 management. and from all knowledge
 of it's business, have instructed its
 subordinate officers and employees not
 to furnish the plaintiff any inforlna
 ton respecting it's affairs: they have
 issued publications addressed to GUS
 toners of the company. announcing
 that the plaintiff has no connection
 with the present management Of the
 company. although he then was ane
 now is d director thereof and entitled
 to share in it's management.
 20. By reason of the facts stated il
 is essential for the protection and pres
 eryation Sf the plaintiffs rights tha1
 he should acquire and keep the con
 trol of said company.
 21. For the purpose of hindering the plaintiff from acquiring and keep ing the control of said company, the defendants who are the directors o'
 said company above mentioned have agreed among themselves that thel , will issue said treasury stock to sub
 scribers therefor; and that they vii subscribe for said treasury stocl among themselves and divide the sam' , among themselves; and that they vii , not allow or suffer the plaintiff t . subscribe for, purchase or pay for an. } of the said treasury stock, or allow
 him to acquire the same or the whol or any portion of said 5O3A share thereof under any circumstances what i, ever.
 l p. By the purchase of 5O3A share of said treasury stock the plaintiff vii , be enabled to acquire and control tn management and affairs of said com pany.
 g. The defendants, who are direc tors as aforesaid. have threatened t .. issue said treasury stock to themseire , and to their friends and that they vii not allow the plaintiff to subscribe Q
 pay for the same or for the 503:'
 shares thereof; and they intend to pre- | vent fho Dlafuffff from acOririnC th