New-York tribune., 1901-12-18
WOULD RESTRAIN \. P. PLAN.
PREFERRED STOCKHOLDERS OBJECT TO EX-
elusive SALE TO COMMON
SHAREHOLDERS.

Justice Scott IN the Supreme Court YESTERDAY
heard argument and reserved decision on an ap-
pIication by Wolf Bros. & Co. and others for tne
continuance CT temporary injunction granted
few days ago restraining the Northern Pacific ta---
way Company selling the preferred stock Of
that corporation the common stockholders Of the
company the exclusion OF the preferred stock
holders, as provided for BY resolution ADOPTED oE
the directors on November = and requiring that
the preferred stockholders sh%'- have equal rights
and privileges with the common stockholders IN
buying the bonds.
Cochran Moore & HiIdreth. the attorneys for the
plaintiffs set forth the complaint that George T.
F4ackett and Charles A Chase are residents OF the
STATE of Pennsylvania and that the plaintiff firm is
engaged in business in this city The defendant
company according the provisions OF its cf'''s'
IN Julv 1886 issued preferred stock to the amount
OF $1,000 90 and common stock TO the amoul' "'
SsOG G39 001 ali at the par value Of 500 a snare.
Wolf Bros & Co. subsequently, purchased -"
shares OF the preferred stock the plaintiff Ha'A2''
COO shares OF the stock and the pal'il' OH'Se
1000 shares
-r,,a ,Isfr,iess a1Iere that the Northern Pacific
Cornrarv coutenplates retiring all its preferred
stock and giving the holders Of its common sfocN
the privilege purchasing. to the exclusion o. 'le
preferred stockholders. the bonds which the com
pany is now about issuing. This contemplate
action is alleged by the piantfs 70 9e reFsaL& ~ ~
IN Eloal 5 o. - II IN psrticuIar Under the
laws OF Wisconsin in which state the N~oTtaeZn ~
psny to manage its affairs by board ,.sf Of
directors. should be stocknoideTS, ana was
permitted to make the preferred stock copreTJiRe H
into common stock upon such terms as should be
fixed bv the board Of directors. and might execute
and deliver therefor notes. bonds debentures ana
convert the same into It's capital stock The ma
alleged. requested the board OF directors 10
take the necessary action to retire the whole o. the
preferred stock January l. 1902. and, ACCORDING
70 the resolution final dividend declared IF
per cent the preferred stock 10 be paid on jan
1852. the holders OF record at O'Clock n
December Is, 1901. when The transfer books We're to
ne closed the retirement OF the stock. noti'e
TO this effect was then issued TO the preferred
stockholders. calling them TO surrender their
stocks on after January next, and receive pay
agreement for the retirement OF the preferred stock
and its sale to the common stockholders. 70 the
exclusion OF the preferred stockholders. is Illegal
and that the board OF directors has no power or
authority carry out the resolutions adopted by
with this purpose in view.
The plaintiffs further aege that the contemplated
acts Of the Northern Pacific Railway Company
part OF scheme entered into between the directors
and the holders OF the largest part Of its common
stock 70 subs@rve their private purposes uy making
large financial profits on the common STOCK. and
also ny giving the present holders Thereof /
troll and mana cement OF the company. This.
urged, Is in violation OF the duties and trust
and detriment Of the preferred stockholders AMI
especially the plaintiffs Francis I.ynde Stetso1
opposing the motion told how the plan reors lnj
ZatlOn adopted. and said that the unanimous
consent of the stockholders had been obtained "a
the scheme fact which took OF the ca my
questions TO lack OF equity and confined counsel
OF the board OF directors was Illegal Mr.. Stets
insisted that the contract clearly legal. The
common stock has always had control" added NJ.
StetSOn. and il always the intention
should: and that was the reason the common stock
was so attractive There has been no sinister cr
secret intention in giving the control Of the com
i IS said that the litigation is in the nature of
friendly suit