The Montgomery advertiser., 1905-03-22
GRAY WOULD BUY THE ROAD Offers Par For South and
 North Stock. A SPECIAL MEETING HELD Stockholders Met in MOntg0m-
 cry, But Did Little. General Counsel of Louisville and Nash vilIe Explained Position of Those He Rcpresented-An Order From the Court.

former company held in Montgomery at noon yesterday and made the sur prising proposition to purchase all of the stock of the South and North Com pany at par. equivalent to $3,40o.o00 This proposal by Mir. Gray was in the nature of an answer to those stock holders who favored selling the stock of the South and North Company to the Louisville and Nashville Railroad Com pany for $27.50 share.
 It should be borne in mind that the Louisville and Nashville Company owns j90 per cent. of the stock of the South and North Company, whose property Is the line of road between Mont gomery land Decatur. operated under lease to the Louisville and Nashville Company.
 The Board of Directors of the Louis lville and Nashville Company proposed some time ago to buy the outstanding stock of the South and North Company for $20 share, whereupon the Board lof Directors of the South and North made a counter offer to sell the stock lat $27.50 a share.
 | Call for the Meeting.
 The special meeting of the stock lholders of the South and North Com lpany was called for yesterday to con- Isider the resolution passed by the Board lof Directors for the sale of the prop lerty to the Louisville and Nashville lCompany.
 Meanwhile. MT. Gray, who owns 240 Ishares of South and North stock, filed a petition in the Equity Division of the lCity Court of Montgomery and secured a temporary injunction from Judge A. D. Sayre of that court restraining the
 South and North Company from selling Its stock.
 Later MT. Gray filed a petition for
 the appointment of receiver for the South and North Company, which mat ter will be argued before Judge Sayre within a few days
 The South and North Company through Its attorneys. made an unsuc- lcessful effort to remove the litigation to the United States Court, but Judge
 D. D. Shelby of the United States Court
 of Appeals. before whom the matter
 was argued in New Orleans, decided with MT. Gray that the action was properly brought in the State court
 Yesterday lawyers for Mir Gray se- Icured supplemental order from Judge Sayre broadening his original order so as to make 1t impossible for any action to be taken toward a transfer of the stock of the South and North, pending decisive action on the litigation and thereby defeating the very purpose of
 the special meeting of the stockhold- CTS.
 | The order of the court was served upon Capt. J. M. Falkner. Vice Pres ident of the South and North Company, who presided over the meeting of the stockholders The meeting was held in the First National Bank building, and began at 12 o'clock.
 | The following stockholders of both preferred and common stock were pres ent at the meeting: Henry l.. Stone, proxy for the Central Trust Company of New York: Henry L. Stone proxy for T. W. Thorne & Company; Phares Coleman. proxy for Judah T. Moses: F. H. Cabaniss of Birmingham. proxy for Otto Marks; John London of Birming- ham. proxy for Toby and Kirk: and the following in person: Capt. J. M
 Falkner of Montgomery, George w. Jones of Montgomery, F. M. Billing of Montgomery, J. B. Orr of Hartselle, Sig Neustadt. of New York; II. F. De- Bardeleben of Birmingham, w. B. Tan ner of Montgomery. l.. NJ. Falk of De- catur. Samuel Blackwell of Decatur, John w. Durr of Montgomery, William A. Gayle of Montgomery. Henry R. Gray of Birmingham. and D. A. Burleson of Hartselle.
 Sigmund Neustadt of New York, | owner Of 1897 shares of the minority | stock. stated that while he was aware | of the fact. in view of the injunction, that the resolution which he proposed | to offer could not be voted upon at | this meeting, at the same time inas- | much as it embodied his views, he de- sired to offer 1t as a substitute for the proposition submitted by the Board of Directors. and have the same spread upon the minutes, in order that 1t might receive the consideration of the stockholders at such time as they could legally vote upon it.
 Substitute by Mir. Neustadt. Mir. Neustadt's substitute was as fol- lows:
 "As an amendment to the proposi- tion submitted by the Board of Direc- tors for the sale by the South and North Alabama Railroad Company of its railroads. properties, rights privi- lcges and franchises to the Louisville and Nashville Railroad Company, the following substitute is offered
 Resolved, That the railroads. properties. rights. privileges and fran chises of the South and North Alabama Railroad Company be sold and trans ferred to the Louisville and Nashville Railroad Company, in consideration of which sale and transfea the Louisville and Nashville Railroad Company shall assume. pay and discharge all the du- ties and obligations which the South and North Alabama Railroad Company owes to the State of Alabama as a common carrier, and all the indebted ness of the South and North Alabama Railroad Company. including its bond ed indebtedness amounting in the ag- gregate to $12.000. 900. as well as the interest thereon, as the same shall ma ture. and all the indebtedness due by contract to any person, firm or corpo- ration, and all the indebtedness due on account of injury to person or damage to property and of every other charac- ter whatsoever. and shall further pay to each of the minority shareholders of the South and North Alabama Railroad Company (eXcept such of them as shall in the meantime agree with the Louis vile and Nashville RailroAd Company upon another or different price or terms for their holdings), not less than $27. 50 per share for each share of stock of the last issue, and not less than one-third of that sum for each outstanding share of the original issue of stock before the same was scaled, and also any sum per share Oess said sum of $275o per share) which may be shown and adjudged to be the pres ent value of such minority shares of stock by the result of any accounting which may be required to be made by the Louisville and Nashville Railroad Company, of its receipts and disburse- ments in the operation of the South