New-York tribune., 1902-06-13
Z. s. STEEL'S ANSWER FILED.
OF MORTGAGE SECURING ORIGINAL
BOND ISSUE.

The answer IF the United States Steel Corpora
tion. IN proceedings by Mrs. Miriam Berger, OF
Sullivan County \ Y, to enjoiu the conversion Of
sCoO3o Of the preferred stock OF the concern into
bonds was filed with Vice-ChaucelIOr Emery at
Newark Yesterday. The preliminary restraining
order Will remain force against the corporation
until the arguments In the case are finished, and
the court renders a decision. BY request OF the
Vtce-Chanceuor an attested copy of the original
mortgage securing the first issue of S3o4.ooooo Of
bonds by the corporation will be produced in
court he remarking that il was important that the
mortgage 10 secure the proposed issue OF &ge"1-
doo of bonds should he shown % be- similar 10 t1
first
In the answer Of the corporation the allegations
in the bin of complaint that the proposed plan
Of issuing bonds lieu Of preferred stock Is vio-
lation Of the vested rights Of stockholders is de
MED and il is asserted that the plan was approved
by a majority of the stockholders and also Jhat
the directors acted for the best interests Of the
holders Of stock and that al the action taken was
strictly i'm accordance with the charter provisions
The answer states that under the New-Jersey laws
Of and 1862 the corporation acquired power 70
mako bylaws through its stockholders. and in an
amended certificate of Incorporation It was pro
yfded that the directors might alter or amend by
laws and submit the action the stockholders II
is then stated that ON April The 5nau"- commit
to-. of the corpora tion. acting 10y authority or
resolutions adopted by the directors ON March :.
ended the adoption of the plan Co retire the
that ON May 2a the Stockholders approved the plan
Il is asserted that under the plan the entire sub
iect of tn. retirement Of the preferred stock was
committed 10 the finance cor0mttee. and that thls
iDrludai tha making OF contract win - = MOT
gan X Co -t, a.
n is especially denied that II was ever tnr IN
feufion of the corpo.a alton to make Its new p"uis
ronyertibl, into common stock at any price or IN
my manner and of the contract of ld"f'h = tir
answer 4a.~. The sid contract was approved ~
IN ,tirrrgry.. VOTE .f tbe registered holders OF
more than majority y MI he outStandln& STOCK *
f tr. .Dr-uauE. excluding all stock r"SiNteFeN IN
-Fa name IF J. p Morgan = Co. n of any member
ar representative of that firm, or OF any subscriber
To th. said syndicate; that is 10 say after dtdugL
ing and excluding from consideration -tol-ao
bainc. all that registered in the name
az I p Morgan 6 Co. or of any memueT or rep
rseutativ thereof. of any syndicate suoSfrl
tbrrq remained SI24 5 shares OF the corporation =
carital stock of which j.6i2Sl2 We're rated IN dp-
,royal of said contract such shareS being helI ~
,rora than li4NU individuals, and less than l5v4'
stares held bv more than thlrty-lVe lndlVld-
nails voted in opposition 10 approve OF such con-
f5d.vits hv George w Perkins of J. p. Morgan
6. % chairman OF the finance committee, ana
Sichar5 T-ir1ble secretary and treasurer OF IN"
fSnited states steel Corporation We're appended TO
ne answer in support Of it. The argument on the
tsTnorary restraining order viii be continued De
fore Vice-ChanceIlor Emery to-day