The sun. [volume] (New York [N.Y.]) 1833-1916, 1906-10-18

ms the road and operating it Independently
os outside control, and for ths mass Of
s~tockholders. rather than for a selected
few the stock Of the company is widely
scattered and held rs an investment rather
than for speculation.
-Tbese stockholders have, for more than
twenty years past. honored me with their
nroxies and trusted me to maintain the
inderendent position Of the company. For
the first time ] am called upon in h
DF these stockholders to Withstand a GOrcible
and organized effort to change the policy
Of the company and in the interests OF the
holders Of less han One-6fth OF the stock
10 turn il over 10 those who control another
railroad system.
matter Of public notoriety that those con-
neoted with the management OF the Union
Pacific system Of railroads have been pur-
chasing shares of the Illinois Central COM
pany in large amounts.
q IN June last I sent out, a has been my
custom for MANY years, notEces TO every
stockholder of the time and place OF the
annual meeting, with "A reqOe1 Tor a proxy,
from which form OF proxy thls yea,' ioI
the reasons above stated, omitted the
name of +. VI. Hartman, president OF the
Union Pacific Railroad.
AT a meeting of the board Of directors
In New York on July IL ] brougfH TO tnelr
NtlNDtIOn a request WauS Wv ~ III ~ VI Y
York stock brokers that they be, allowed
access TO the stock books Of the company,
ia order 10 prepare a list OF the names ana
addresses OF its tockholders, they stating
that they were the registered siockh0ldeTs
OF $500 shares of this company stock.
There was then submitted the opinion
of counsel 10 the effect thai tho applicants
had no right to such access, but as a ques,
ton of policy, the matter was submitted
TO the hoard for determination. On motion
Ae NJ DaahnAu II was yhOI IprOlyR0 that the
request Of this firm of brokers be granted
Mr.. Peabody then offered the following
resolution:
S7Resoiped. That Messrs. Astor, Auchin-
Gloss, GCelet, TMttgcn and Vanderbilt be
appointed a committee to communicate
with the stockholders and request their
proxies for the next annual meeting.
"'Rosolped, That the committee, II ap-
pointed, in its discreet on consult counsel as
10 any legal questions thai mav arse.
This forced me to lay before tho directors
then present in plain terms that Mr.. Pea
body's motion appeared to be an attempt
by such Of the directors OF tho ILLINOIS Ten
trail as we're also directors Of the Union
Pacific TO turn the control Of our company
over To those controlling that road.
is we'll known the directors Of tho
Illinois Central ny who are also dlrec-
tors of the Union Pacific com pany are T.. II.
Hartman. Charles A. Peabody and Robert
Walton Goelet, each Of whom was present
at said meeting. the total attendance at
which consisted of seven directors, includ-
ing myself.
emallncss Of the attendance, l then stated
tothe board that | saw through the PROPOSE
lion as plainly as through a pane OF glass
and being unwilling to be a party 10 II
would leave the meeting ana break the
"a meeting was held among Mr.. Harri-
man. Mr.. Peabody and myself July 2S,
at which ! was assured that there was no
intention or plan to turn over the control
of this company to those controlling any
other corporation, but that on the contrary
the vacancy existing in the board result
ing from the death OF William Morton
Grfnnell would be filed by the selection
of a man of character, independent OF n
CLIQUE, who would represent the whole
body of the holders OF the sos, 900 COO OF
stock without regard to any outsidei interest
and, relying upon such representations,
I, on the next day, after a further CON
ference, signed a paper, Of which the follow
Agreed. July 81, 1905, 10 A. NJ.
Three outgoing directors to be re-
elected.
by a majority Of the several directors
Mr.. Peabody's resolution July rs TO
I've Withdrawn and not tn be revived this
year.
man-kuhn-Loeb proxies to be given To Mr..
'STUYvEsANT FISH,
CHARLES A. PEABODY,
H. HARTMAN.
SOn October 10, 1908, a special meeting
Of the board having been called. at which
there were present eight directors, realizing
that this would be the last occasion on which
il would he possible to get any considerable
number Of them together for the purpose
of carrying cut the under standing reached
-, OQ - ~ anLA1 the dIroCfnrc
present 20 remain IN the room after the adj
journment of the board, which all OF them
did.
Mr.. Harahan, Mr.. Hartman. Mr.. Luttgen
Mr.. Reach, Mr.. Aston, Mr.. Vanderbilt anc
myself.
of the selection OF a successor TO MT. Grin
nell. Before any discussion was had by the
directors upon this matter was sArprlset
at being presented by Mr.. Hartman will
written commitments, previously procured
by him from certain directors, without
notice to me and other members OF tn
board. to the selection OF Henry W. ID
Forest. =,
II promptly stated that this was not il
accordance with the agreement. hat 1t
was q violation Of the Assurances given ms
and hat | would not castany proxy that
hefa for Mr.. De Forest, reputed TO be on
ofMr. Harriman's private counsel inasmucl
as this would be doing the very thing whicl
the agreement was intended TO prevent.
Il notified Mr.. Hartman and his associ
atee that I would not vote any OF theil
proxies in opposition TO their expressed
wishes. but at the same time that | woulC
not become a party to their scheme nor VOC
for il the other proxies conhded to me.
The issue before MS to-day IL whethe
the Illinois Central Railroad Company
shall or shall not continue TO be an indc
pendent corporation.
AS the ~tellerH' report shows. hol'
proxies emitting me to vote upward o
two.thirds Of the entire capital stock o
the company. and in this matter an
acting solely in the interests Of the share
which | represent or own
CANNON 4 FRIEND or LABOR