New-York tribune., 1906-10-18
NOMINATION OF MR.. DE FOREST.

did D'> NNN' N''''
| NOMINATION OF MR.. DE FOREST.
Mr. Fish then described the meeting of July
6, at which he was assured by Messrs. Harri-
| man and Peabody that there was no intention
| to turn over the control Of the Illinois Central
| to any other corporation. and that a successor
! to Mr.. Grinnell would be chosen in one who
| would be man of character, representing all
| the stockholders and personally satisfactory to
| Mr.. Fish. Relying upon these representations.
Mr.. Fish on the next day. after further con-
| ference. signed the agreement before men
| toned. Mr.. Fish continued:
At the regular meetings held in August and
| September there was bare quorum present
| seven members On October 10, 1906, spe-
| cial meeting of the board having been called
| at which there were present eight directors,
reanLng re- l that this would be the last occasion
! on which 1t would be possible to get any con-
siderable number Of them together for the pur-
| pose OF carrying out the understanding reached
| on July 26 and p, asked the directors present
| to remain in the room after the adjournment of
| the board, which all of them did There were
! then present Messrs. yelling, Harahan, Har-
| riman, Luttgen, Beach. Astor, Vanderbilt and
myself. then took up with them the question
| of successor to Mr.. Grinnell. Before any dis
cussion was had by the directors on this matter
L was surprised at being presented by Mr. Har-
rlman with written commitments previously pro-
cured by him from certain directors without
notice to me and others, to the selection of Mr.
Henry w De Forest, a director of the South
ern Pacific Company, subsidiary corporation
of the Union Pacific; this in contravention and
utter violation of the understanding and agree
ment that an Independent man not affiliated
with Union Pacific interests should be brought
into the board. promptly stated that this
not In accordance with the agreement that it
was violation Of the assurances given me, and
that would not cast any proxies that I held,
for Mr.. De Forest, reputed to be of Mr.. Har-
riman's private counsel, inasmuch as this would
be doing the very thing which the agreement
was intended to prevent.
raa
vote as proxy for the stockholders of the IIi-
nois Central Company in favor of turning over
their property, in effect. to the control Of an
other company when such proxies have been in
trusted to me with the full knowledge that I
would oppose any such action I notified Mr.
Hartman and his associates that I would not
vote any of their proxies in opposition to their
expressed wishes. but at the same time would
not become party to their scheme. nor vote for
1t the other proxies confded to me.
AS the tellers report shows I hold proxies en-
ttling me to vote upwards Of two thirds of the
this matter am acting solely in the interests of
the shares represent or own. make the
following nominations.
Mr.. CROMWELL HITS BACK
Mr.. Fish then placed in nomination the men
already named, who We're later elected. At this
point Mr.. Cromwell addressed Mr. Fish saying
'I will have something to say on this matter
that may strike home"
You say anything you want to-" snapped
Mr.. Fish
Mr.. Cromwell thereupon read the following
letter which he had privately presented to Mr.
Fish earliar in the day:
Chicago, October H. 1906
StuyVesant Fish, Esq.
Sir: Prior to the 18th day of July last YOU had
issued and were selecting proxies for use at the
annual meeting of the Illinois Central Railroad
Company to be held October T. 1906 for flo
election of three directors to fill the places of
three outgoing directors. and also a successor d
conference with or the approval OF your fellow
directors, and some of them. including Messrs
course. Mr.. Peabody offered at the meeting Of
the board held on July IS a resolution for the
appointment of a committee TO invite and receive
proxies.
The letter then called attention to the agree
ment Of July 81 pursuant TO which Mr. Peabody
had withdrawn his resolution of July 49, If con-
tinued:
Loeb proxies to he delivered to you and they
are now held by you. Messrs. Hartman and
Peabody have also refrained from inviting and
receiving proxies on their own any other
names. acting in full reliance upon the said
agreement. and they have in all respects full
filled the same and kept their pledge of honor
Messrs. Vanderbilt, Hartman. Peabody Lutt-
sen. Goelet Harahan and Auchincloss being .
majority Of the several directors acting I,ni7ad
in the selection of Henry De Forest long a
stockholder of the company to substantial
amount. and their written declaration of such
Messrs. Hartman and Peabody have TINS
fully performed the agreement and you have
received the benefit thereof. In their behalf
therefore, request that you fulfil your agree
ment part by voting your own stock and all
proxies received by you from any source for
the reelection of the three outgoing directors
and for the election of Henry w. De Forest
l. likewise, for said gentlemen. protest against
and dissent from the voting or use of any
proxies received or controlled by you for any
person persons other than the above named
as being violation of the agreement referred
to-a pledge of honor.
WILLIAM NELSON CROMWELL.
For E. II. Hartman and Charles A. Peabody
The issue thus being squarely drawn--whether
Mr.. Fish was still bound by the agreement or
whether It had been previously nullifed by the
action of Mr.. Hartman and Mr.. eabody-Mr
Fish looked squarey at Mr. Cromwell and again |
said with emphasis IT will never cast a single |
vote for Mr.. De Forest"
Mr.. Fish started for New York this evening
Before leaving here for New York tonight |
Mr.. Cromwell. who represented Mr.. Hartman |
in the meeting, issued the following statement: !
We did not attend to-day's meeting TO contest |
the election, but were there wholly for the pur-
pose of having Mr., Fish either carry out or re- |
pudiate his agreement. made on July 81 last in |
New York City At that time Mr. Fish had |
directors of the company regarded this as mani
Testing a self-seeking, selfish purpose to hold |
and control the management of the company in |
spite of. and in disregard of, the board OF di-
rectors. 1t was this sentiment which prompted
the introduction OF resolution in the board for
the appointment of an entirely independent com
mittee TO invite and receive proxies In the COM
mon interest of all stockholders, and not in the
interest Of Mr.. Fish. Undoubtedly this motion
would have been CARRIED and COMMITTEES
would have been appointed inviting proxies
generally and a canvass of the highest actvitv
would have followed. Upon the adoption of such
a resolution there can be no doubt that Mr.