The daily morning journal and courier., 1906-10-18
FIGHT FOR CONTROL OF
 THE ILLINOIS CENTRAL
Continued from First PageO

shares for MT, Cutting. MT. Cromwell as matter of record voted 2,100 snares against Cutting and later cast them for DeForest, whom he had placed in nonl- ination. MT Cutting was thereupon de- clared formally elected to fill out the unexpired time of Mr. Grinnell, which i3 two years Charles M. Beach, J. T., Harahan and Cornelius Vanderbilt, whose terms had expired, were re- elected without opposition. MT. Fish gave his proxies to MT. Harahan de- spite the fact that the latter had sign ed the Hartman petition in favor of DeForest just before the meeting.
 The stockholders meeting was called to order at noon by Mr. Fish amid ex- pectant silence. MT. Fish stated his side of the controversy in a prepared statement which was in part as fol- lows:
 For the first time I am called upon in behalf of the stockholders to with stand forcible and organized effort to change the policy of the company and in the interest of less than one-ffth of the stock to turn it over to those who control another railroad system. For g year or more past it has been a mat ter of public notoriety that those con- nected with the management of the Un- ion Pacific system of railroads have been purchasing shares of the Illinois Central company in large amounts"
 MT. Fish then went on to tell of the directors meeting of July IS, at which Mir. Peabody offered his resolution that 8 committee consisting of Messrs. As tor, Auchencloss Goeet, Luttgen and Vanderbilt be appointed to collect prox- ies for the next annual meeting and that the committee have discretion to consult on any legal question that might arise.
 This" said Mir. Fish, forced me to lay before the directors then present in plain terms that MT. Peabodys mo- tion appeared to be an attempt by such of the directors as were also directors of the Union Pacific to run the control of the Illinois Central over to those controlling the former company In view of the lack of notice and the smallness of the attendance, I then stated to the board that I saw through the proposi- tion as plainly as through pane of glass, and being unwilling to be a par ty to it, would leave the meeting and break the quorum, which I then did"
 MT. Fish then outlined to his auditors the meeting of July G. at which he was assured by Messrs. Hartman and Pea body that there was no intention to turn over the control of the Illinois Central to any other corporation, and that successor to MT. Grinnell would be chosen in one who would be 8 man of character, representing all the stock holders, and be personally satisfactory to Mr Fish. Relying upon those rep resentations MT. Fish on the next day after further conference, signed the agreement before mentioned. MT. Fish continued:
 "On Oct 10, 1906, a special meeting of the board having been called, at which there were present eight directors, 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, Hartman, Luttgen, Beach, Astor, Vanderbilt and myself. I then took up with them the question of a successor to Mr. Grinnell. Before any discussion was had by the directors on this matter I was surprised by being presented by MT Hartman with written commitments previously procured by him from certain directors without mo- tice to me or others, to the selection of MT. Henry w. DeF'orest, a director of the Southern Pacific company, a sub sidiary corporation to the Union Pacific; this in contravention and utter viola tion of the understanding and agree ment that an independent man not affil- lated with Union Pacific interests should be brought into the board, I promptly stated that this was not in accordance with the agreement, that 1t was violation of the assurances given me- and that I would not cast any prox- ies that held for Mir DeForest.
 The issue thus presented is whether I shall vote as proxy for the stock holders of the Illinois Central company in favor of the property in effect, to the control of another company, when such proxies have been intrusted to me with the full knowledge that l would oppose any such action.
 As the tellers' report shows, hold proxies entitling me to vote upward of two-thirds of the entire capital stock of the company, and as in this matter I am acting solely in the interest of the shares I represent, or own, now make the following. nominations"
 MT. Fish then placed in nomination the gentlemen already named, who were later elected
 At this point MT. Cromwell read a letter signed by William Nelson Crom- well, for E. H. Hartman and Charles A. Peabody, which he had presented to MT. Fish earlier in the day. The