The Indianapolis journal. [volume] (Indianapolis [Ind.]) 1867-1904, 1904-05-24
PLANS TO REORGANIzE
THE MIDLAND COMPANY
Temporary Receiver Asked Pend
ing Courts Decision as to
New Corporation.
DEMURRER TO ANSWER

Argument on a demurrer that may bring
about a decision that will determine the
fight that is being made for the appoint
ment of a receiver for the Midland Port
land Cement Company was heard by Judge
feathers. of the Superior Court. yesterday.
The defendants in the case had filed an an
swer to the complaint of the plaintiffs, A.
w. Thompson and Benjamin f. Reagan.
and it was to this answer that the plain
tiffs demurred
In the answer the insolvency of the cor
poration was admitted by the defendants
and that there also present a large
amount of unpaid liabilities which could
not be met by the company. AS shown in
the answer the tangible assets of the COM
pany amount to about 100000, while the
liabilities aggregate 100000, of which
amount $263O0O is for labor and material
used and $4,000 is due on mortgages and
bonds. 1t was denied that there had been
any attempt on the part of the majority
stockholders to deprive the plaintiffs or
any others of their interests in the 'corpo-
ration.
plan of reorganization was offered by
the defendants which it was believed would
result in the preservation of the plant and
of the company's interests. 1t was stated
that at a meeting of the stockholders in
Jersey City, May 6, the directors of the
company were authorized to sell all of the
companyS assets to new company, with
the understanding that the new corporation
assume all of the liabilities of the old one,
other than the claims of the common
stockholders, and that the Bedford plant
be completed and put on a paying basis.
1t was shown that such a company had
already been organized and a written con-
tract for such was produced in court. The
contract for the disposal of the stock of
the old company to new one was signed
by r. w. Shirk, F. M. Talbot, E. l. Fish
er, Vanton Q. Fulk and A. L. Layman.
PLANS FOR NEW COMPANY.
These men propose to organize a new
company to be composed of themselves and
others, and to buy the assets of the old
company under the following provisions:
l. Such new company will have, before
such transfer is made. at least 100000 sub
scribed to its capital stock at par, which
amount has already been pledged.
z. such new company shall assume all
the bona-fide and lawful obligations of
+! your company, now outstanding, other
| than those of the holders of common stock
8; slch new company when organized
Will offer its stock for subscription to all
| or the stockholders of the Midland Port
land Cement Company in the same proper
lions to total capital stock that their re-
| nave to the total outstanding stock No
preference shall be shown any subscriber
AT the conclusion of the argument of
the attorneys on the demurrer yesterday
afternoon, the counsel for the plaintiffs
on the grounds that the plant of the com
| pany at Bedford was being dismantled by
certain ones of the defendants, asked that
a conservator of the property or tenn
porary receiver be appointed. Attorney
| Coleman said that he had been informed
and he did not in any way doubt the in
formation, that essential parts of the plant
| were being carried away by some of the
defendant stockholders. 1t was also in
| sisted by the plaintiffs that there was no
insurance on the plant, and that policy
should be taken out to insure the stock
holders against any probable loss by fire.
| That the plant was being dismantled was
| denied by Attorneys Newberger and Horn
| brook for the defendants, Mr.. Hornbrook
assuring the court that he would be re-
! sponslble Tor any loss done to the plant
The argument on the demurrer OCCUPIED
| the time OF the court yesterday and the
case was taken under ADJUSTMENT by Judge
| feathers, who promised to give his decision
! by next Friday.