The Montgomery advertiser., 1906-10-18
STRUGGLE OF GIANTS
 FOR ILLINOIS CENTRAL

through the proposition plainly and being unwilling to be a party to 1t would leave the meeting and break the quorum, which then did."
 Mr. Fish then outlined to his audi tors the meeting or July at which he was assured by 4r. Hartman and Mir. Peabody that there was no inten- ton to turn over the control of the IL nois Central to any other corporatf. and that . successor to MT. GriI >il would be chosen in one who woulA,e q man of character, representing vAl of the stockholders and be personally sat isfactory 0o Nr. Fish. Relying upon these representations Mr. Fish on the next day after another conference, signed the agreement beSore mention ed. MT. Fish continued:
 At the regular meetings held in Au- gust and September there was bare quorum present. seven members. On October 10. 1s0s. . special meeting of there were present eignt directors, re- alixing that this would be the last oc- casion on which 1t would be possible to get any considerable number of them together for the purpose of car- rying out the understanding reached on July 26 and 27, asked the direc- tors present to remain in the room af- ter the adjournment of the board. which all of them did.
 HarrimanAs Coup d'Etat.
 There were then present Messrs. Yelling, Harahan. Harriman, Luttgen. Beach, Astor. Vanderbilt and myself. I then took up with them the question of a successor to Mir. 4rinnell. Before any discussion was had by the direc- tors on this matter was surprised at being presented by Mr. Hartman with written commitments previously pro- cured by him for certain directors selection of Mr. H. W. De Forest. a director of the Southern Pacific Com pany, . subsidiary corporation of the Union Pacific; this in contravention and utter violation of the understand ing and agreement that an independent man not affiliated with Union Pacific interests should be brought into the board.
 q promptly stated that this was not in accordance with the agreement and that 1t was a violation of the sssur- ances given me and that I would not cast any proxies that held for De- Forest. reputed to be one of Mir. liar. riman's private counsel, inasmuch al this would be doing the very thing which the agreement was intended tc prevent"
 MT. Fish. continuing. said:
 "The Issue thus presented Is wheth- CT shall vote as proxy for me stock. holders of the Illinois Central Railroad in favor of turning theirI property over. in effect. to the control of another company when such proxies have been entrusted to me with the full knowl. edge that I would oppose ay such ac- tion. notified Mir. Hartman and his associates that I would not vote any of their proxies in opposition to theiI expressed wishes, but at the same time I would not become a party to theiI scheme, nor vote for 1t the proxies con- fided in me.
 "As the teller's report shows, I hold proxies entitling me to vote upwardi of two-ttirds sof the entire capita' stock of the company and as in this matter I am acting solely in the in terests of the shares I represent oI own, I now make the following nomi- nations
 MT. Fish then placed in nomination the gentlemen already named who were later elected. At this point MT Cromwell addressed MT. Fish. saying
 May Strike Home.
 q will have something to say on this matter that may strike home."
 You can say anything you want to, snapped MT. Fish.
 Mr. Cromwell thereupon read the following letter which he had privately presented to Mir. Fish earlier In the day:
 Chicago. III. Oct. IT. MT. stuyvesant Fish. Eso.:
 Sir-Prior to the 18th day of July, last. you had issued and were solicit ing proxies for use at the annual meet ing of the Illinois Central Railroad Company to be held October IT. 1906. for the election of three directors to fill the places of three outgoing di- rectors and also successor 10 MT Grinnell.
 "Your action was taken without con- ference with, or the approval of your fellow directors. and some If them. in- cluding Messrs. Harrina an and Peabody dissent from your course. MT. Peabody offered at the meeting Of the ooard' held on July IS. resolution Tor the appointment of committee to invite and receive proxies.
 MT. Cromwell then called attention to the agreement of July 27, pursuant to which MT. Peabody had withdrawn his resolution of July IS. Mir. Crom- well then continued reading from the letter:
 MT. Hartman caused the Hartman Kuhn-Loeb proxies to be deliver d L" you and they are now held by you Messrs. Hartman and Peabody have also refrained from inviting and re- ceiving proxies on their own or any other names. acting In full reliance upon the said agreement and they have in all respects fulfilled the same ana kept their pledge of honor
 "Messrs Vanderbilt, Hartman, Pea body. Luttgen, Goelet. Harahan and Auchincloss, being a majority of the several directors acting, united in the selection of MT. Henry Dc Forest. a long stockholder of the company. to d substantial amount. and their written declaration of such selection has been delivered to you.
 .'Mcssrs Hartman and Peabody have thus fully performed the agreement, and you have received the benefit ttereof. n In their behalf therefore. request that you fulfill your agreed mart by voting your own stock and ali nroxies received by you from any source, for the reelection of the three outgoing directors and for the cleo tion of Henry w. De Forest.
 "I likewise, for said gentlemen, pro- test against and dissent from the vot- irp or use of any proxies received or controlled by you for any person or persons other than the aoove named as heinz fl violation of the agreement re- ferred to-a pIedgr of honor
 (Signed)
 civilian Nelson Cromwell, For E. II. Hartman and Charles A
 Peabody
 The issue thus being sauarely drawn-whether Mir. Fish was still hound by the agreement or whether it had been previously nullified by the