Deseret evening news. [volume] (Great Salt Lake City [Utah]) 1867-1920, 1901-12-31


scheme was Illegal, In violation Of the
law Of this state and the other states
through which the railway lines pass,
against the public laws OF the United
states and OF each OF the states The
Dill also alleges that under and by ylr.
tue OF The charter Of the Northern Pa.
citic Railway company and under the
provisions OF the reorganization agres-
ment the preferred stock can only be
paid FOR and retired from the net sur
plus earnings OF the Northern Pacific
hallway company and not otherwise,
ina Notwithstanding these provisions,
lhe directors OF said company, for the
nrst step In carrying out their plan OF
transferring the control Of the defend
ant corporation TO the Northern Securl.
YES company have served notice upon
the holders OF the preferred stock that
on January !, 1902 they would retire
such preferred stock,
NORTHERN PACIFIC PRoF1TA BILE
The bill alleges further that since
us reorganization the Northern Pacific
railway company has conducted sue
cessill and profitable business and has
pald per cent on It's preferred stock
ana II now paying 4 on the common
out or the earnings after paying the
ilNed charges and the operating ex-
penses, that there Is fund Of about
sdOOOOO set aside TO secure payments
OF dividends on preferred stocks aud
between S2OO0OO0 and SO 100000 of a
general surplus that II has now on
hand exceeding 81 eco derived from
me earnings OF the road whereWlth 10
pay the Nj,OOOOOO of the preferred stock
at par. but that In order TO retire slcn
preferred stock the directors of the
company are threatening to issue and
sell certificates OF Indebtedness or de-
Denture bonds amounting to $75, 900 900
OF the Northern Pacific Railroad com
pany, ana out OF proceeds pay off the
stockholders OF the preferred stock az
par January ].
NOTICE OF RETIREMENT.
It is alleged that the Northern Pa
cine Railway company has caused 10
be sent to each Of It's preferred stock
holders a notice that II would reirte
the Whole Of the preferred stock at par
on the LIST day of January, 1902, and
that the transfer books of the com
pany were closed on Tuesday Dec. TO-
1901, nj o'clock, for the retirement Of
the preferred stock, as aforesaid.
The plaintiff says that he has been
unable 20 obtain copy of the resolu-
lions Of the board of directors as to
the issue and sale Of certificates Of in
debtedness, or debenture bonds, but the
general effect Of the resolutions, he al
leges, Is set forth IN circular Issued
by the Northern Pacific railroad to the
stockholders, q copy Of which circular
Is made a part of the bill
NO MEETING OF SHAREHOLDERS.
1t Is alleged in the bill that no meet
ing Of the shareholders Of the defend
ant company has been called to make
the issue Of the certificates of indebted
ness or debenture bonds; that the
board of directors Is without power TO
issue such certificates and so Is the
company; that az the time Of the issue
Of the certificates Of stock to the COM
mon stockholders when the company
reorganlbed in 1888 and by the reor-
ganl2ation agreements II was provided
that the company shall not put a
mortgage upon It's property embraced
In the property Of the Northern Pacific
system, nor shall the amount Of the
preferred stock be increased except af-
ter obtaining In each instance consent
of the majority Of the holders Of the
whole amount Of the preferred stock
and the consent OF the holders OF the
majority Of the common stock TO he
voted separately. that the plaintiff IL
unable to ascertain whether certificates
are to be secured by a mortgage upon
the property OF the Northernt Pacific
company or not, but whether secured
by mortgage or not Il constitutes on
indebtedness due and payable not later
than 1907, with interest at per cent,
whether the company has any earnings
or not out OF which to pay IT, and an
Indebtedness upon which Judgment can
be obtained. the property Of the COM
pany sold the rights Of the common
stockholders, or portion Of them, take
advantage OF the option offered them
TO take common stock for their certih-
Gates of Indebtedness, the common stock
Is greatly increased without the vote of
the stockholders OF the company and
without the authority OF the law Of the
state where It was incorporated,
PREFERRED STOCK.
The petition alleges that II Is pro-
posed I'm this way to substitute for the
present preferred stock, which in no
way constitutes lien uDon the proper
ty Of the Northern Pacific company and
is not charge against the earnings OF
the company and has no prior right
over the common stock except in prior
lty of dividends, a convertible, negotia-
Bile security or debenture bond, bearing
interest at the rate OF per cent per
naaum, which said amount Of 4 per