The Indianapolis journal. [volume] (Indianapolis [Ind.]) 1867-1904, 1902-08-20
In 1901, the Plaintiffs AIlege, Profits
Were 100000, but Accounts show
They Were Only $4,000.
NO VOICE AT THE MEETINGS
PROTESTS OF PLAINTIFFS, THEY
CHARGE, WERE IGNORED.
The Aligs. IL Is Alleged. Have Deter
mined to Make worthless the Mi
nority's stock Holdings.

Louis Hitzelberger, George vondersaar
and Frederick H. Winters, minority stock
holders in the Home Stove Company. yes
terday filed suit against the company.
George Alig. sr., George Alig. Jr., and
Herman f. Frauer. for the appointment
of a receiver TO wind up the business OF the
corporation. Mismanage on the part
of George Alg, sr.. president of the COM
pany, who holds a majority of the stock.
and who is charged with manipulating the
affairs of the company to his own interest.
are the causes assigned in the complaint
for receiver.
The petition sets out that the Home Stove
Company organized July l, 1888. with
$4,000 capital stock. issued in shares Of $50
each. George Alig. sr., took S99 shares.
Herman f. Frauer one share and Louis
Hitzelberger. the principal complainant. 200
shares. Alig was elected president OF the
company and Hitzelberger secretary-treas-
urer. The bylaws of the company provide
that the directors shall hold a meeting on
the first Wednesday of each July. The
three incorporators were elected directors.
Last July Htzelberger sold two shares OF
his stock TO George Vondersaar and one
share TO Frederick II. Winters.
1t is charged in the petition that no an
nual reports of the business of the Home
Stove Company have been made and that
the lack OF this technicality was due TO the
dictatioh Of Alig, sr II is charged that
Hitzeiberger although elected secretary
treasurer, was powerless to act. and that
the minute book shows the company held
annual meetings up till 1896. and duly at
tested by the secretary. but that he refused
to sign the records. II is charged that the
records of these meetings are false.
The petition AYERS that George Alig. sr.,
acted as sole proprietor to the exclusion OF
the plaintiffs. and that there was in reality
no secretary treasurer from the date of or
ganization till July q, 1902, except in so
far Hitzelberger was permitted to regis
ter such matters in the minute books as
suited the pleasure of Alig. sr. IL is charged
that Hitzelberger did not have charge OF
the cash book, but that il was in charge Of
Alig, jr., and that while Hitzelberger As an
expert accountant, Alig, sr, and his son are
ignorant in that respect and that the af-
fairs of the company have lost by their sys-
TEN OF bookkeeping.
SAY STOCK HAS DECLINED.
In December. 1899. the Home Stove Com
pany moved it's plant from Greenfield 10
indianapolis. site was purchased Of the
Marion Trust Company for $500. and it is
alleged in the complaint that Alig. sr.. had
the title to the property placed in his name.
Since then. it is alleged. he has collected
rent from the company at the rate OF 500
a month, amounting in all TO $4,000 A
plant was erected al the cost of $4,000. IL
is alleged that Hitzelberger, as secretary
treasurer, has been locked out OF the safe.
office and store OF the company. and that
the combination of the safe was changed
so that he could not get at the books. Ii
IL alleged that Alig, sr., kept the denOsits
of the company IN ms oMh name ann ,sal ana
stockholders. It is also charged that the
payments Of these loans were passed To
the individual account OF Alig. Il is
charged that by the alleged manipulation
of the affairs OF the company the stock OF
the minority has been rendered valueless.
The plaintiffs aver that III the true value
of the assets OF the company were known
their minority holdings would be worth
SlOO 600 but that because OF the mscon-
duct on the part of the ma jority. they do
not know what their holdings are worth
The petition sets out that the year 1901 was
a prosperous one for the company, and the
plaintiffs say they have reason TO believe
that the net profits of the sales amounted
10 $4,000 while the books show they were
but $50 900. II is stated that the year 1902
promises 10 be unprecedented In prosperity.
and that the net profits Will be $50 900. but
that the minority win be excluded from
sharing the benefits OF the increased busi-
ness unless the court intervenes II is
charged that the majority stockholders
have announced that they intend 10 de-
clare no dividends and refuse 10 turn over
the cash books IL is alleged that Any ST.
has openly declared that he VIII manage
the business 10 suit himself that he VIII
oust Hitzeberger. and that he Will maze
the holdings OF the minority worthless.
THE MINORITY HELPLESS.
A meeting OF the company was held July
?. 1902, at which. the petition alleges. Hitzel-
berger entered protest to the management of
the company on the grounds that annual
meetings OF the stockholders were not held:
that the records were not true: that Presi-
dent Alig assumed control Of the business:
that he took over the title 10 the property
in his own name: that he collected $500
rent from the company for a period %
thirty-fve months: that the plant at
Greenfield burned and the loss was total.
due 10 his neglect in not keeping up the
money without consulting other members
OF the firm and demanded that the duties
OF the various officers be defined, according
TO law and the bylaws OF the company.
IL is averred that his protest was voted
down by the majority in control OF Alig, 81.
At an adjourned meeting OF the company.
held July 9, 1902 II Is alleged that Hitzel-
berger moved. in writing that the griev-
/ ances OF the minority stockholders be con-
sidered and that proceedings De instituted
/ 10 give the minority redress for the al
/ legged wrongs The motion was voted down
/ BY the majority. II Is averred. but. upon
/ the advice OF Mr.. Alig. Jr.. his father
/ caused the record 10 show that the motion
/ passed Ii is set out that Alig. ST. de-
/ clared the action Illegal and that the ma
iority. controlled 10y Alig. sr., has refused
10 institute proceedings
/ Another meeting OF the stockholders was
/ held on July p. at which the petition al
leges that Alig. ST, caused himself 10 be
/ elected president. his son secretary-treas-
/ ,rer a nd himself son and Henry Frauer a.
aNclLllIrE liz.