The evening star and Newark advertiser. [volume] (Newark, N.J.) 1907-1908, 1907-10-04

QAal. DTeSenI Oh LuI4IG ~ -
money or nroperty provided,
however. thar said holder or subsequent
holder Of such share shall not be entllleo
to receive the $3.50 par value of common
stock. Receivable as aforesaid upon sur
render of stock for transfer:
Common stock, it Is provided, II trans
ferred shall receive for each share OF the
United States. Company three-tenths OF
one share of the common stock or the
Central leather Company. Agreement also
provides that In masking sucn excnanBss
an adjus .ment she'll be made or DIVIDENDS
and interest on tine preferred stock ana
bonds of the Central Company TO the enc
that the accrued and unpaid interest," ana
dividends upon the bonds and preferred
stock of the Central Company issued IN
exchange for the preferred stock of the
United States Company. or a sum IN casn
paid in lieu thereof shall equal an amount
equal to 6 per cent. on the par value OF
the preferred stock of the United STATES
Company computed from she mmedialelg
next preceding day upon w01lcn a ulNioenu
of which q Sl.So on eacn % rra salu States
Article " provides that the corporate
name and organization OF the nnlDea Sta.es
Company. except as continued by statute;
shall cease upon the filing In the once OF
the Secretary of State of this agreement
when adopted by stockholders. II aIs9
continues the organization OF the Seh
Leather Company.
Arficle WI. contains the usual Legal pro
visions for the transfer OF all rlsnss, Lltles'
powers. privileges. franchises and assisn-
ments. etc, necessary 10 lhe
Article VII. specifies that all expenses
shall be borne by the Central Leatns.
Company. Article VIII, makes a rTitv'
Article TX. requires the supmi nSsnidars
Agreement to the vote of stocKhoIoe'e
The resolutions and agreement were
adopted, the supplemental answer sag,
bv Edward c. Hoyt, A. Rusus'us
Healy, Walter g.. Garrltt' JoNin
Lapham, P. A. Valentine. Henry
Darlington, Nathan.A Allen, Euseiie
ton and Samuel p. Daviose' ~
tutinr the board of directors OF ene
rfnifsa states Company, and Edward
q Howl A.. Augustus Heaiy, W.. y.
carr;tt I T Lapham, Eugene Horton
ramuai p Dayidge. P. A. Vshentine'
Nathan Allen. Lewis H. Lapham. .,
ogden Armour. Frank Healy, PAU M.
L. C. Krauthoff, c. sumner
Horton. Charles w. Allen, H. +. oar
unrton and George w. Childs, constr
tnting the board of directors OIL 'ne
Central Leather Company.
After the formal presentation Oh tne
runnlementnl answer Mr.. Delaneiu, Lo.as
complainants. raised the po,4s and fhe de-
PENDANTS had taken an appeal OF lns tbe
rause before the Court of Chancery, the
defendants had no right 10 entef he court
In the pending suit. He commended tnat tne
appeal necessitated the apphcauon uy ~
defendants to file Its suppiemeh'ai a"S"
IN fine Appellate Court.
MI. Lndabury replied that the de1ehoS<
ants purposed abandoning the appear II
the new agreement received the ihuoise-
raent OF the court. a.+
to agree that the application should %
made TO the higher court, buI on L1anIs
argument of counsel he expressea ~ bed
as being quite certain the Defendant nau
the right to file IT'S Supplementary answer
and to ask for a modification OF the IN
junction.
the court, Mr.. Delafield commended tina!
the terms of the new agreement conIalneu
a clause limiting the time Tor the convsr-
sion of the United States securities to Sixty
DAYS after Its adoption by the stockholders.
He argued that this was an Illegal limi-
tation and then admitted that while the
new agreement In its terms. was In con
sonance with the courts order, 1t, never
theless. was in its spirit an open and Will
full violation thereof, fnasmuch as II old
not preserve the right OF the preITr ,l,,a
earnings of the United States Company:
Mr.. Huntington, for the complainanus,
followed his colleague with the crntenuon
newal OF the old agreement under. condi-
fions even more unfaMorable than the COM
plainants rested under the first agreement.
Counsel endeavored to convince the court
that the new agreement ought 20 NIX the
Of the surplus earning the pre-
ferred stockholders are entitled to. but the
court stated positively that the Dill nieo
BY the complainants merely asked Tor an
Injunction against the proposed consoiiua-
fion, not for an accounting.
sIn nv order l stated specifically re
marked the court. that you had that right,
but / did not say you were entitled to 9
= r%t.A4 4r N VnaffnP for n gnnarnfn
action. Your right to have an accounting
by no means indicates that you are entitled
to any surplus. There may not be any"
Mr.. ~Idndabury,. speaking for all mis- az.
sociates for the defendant companies, said
they had agreed TO consent to the aban-
donment of the appeal taken so that tne
court would not be embarrassed IN any
way. AS to the sixty day Limitation
clause Mr.. Lindabury said that copies OF
the new agreement had been submitted TO
every counsel on the other side eleven
davs before 1t was adopted by the directors,
and they had been requested to make sug-
gestions. but that not a word mad beeh
received.
go far as carrying out the spirit as well
as the text of the co lrt's ORDER went on
MFR. Lirdabury. mo company of lawyers
ever endeavored so faithfully to carry out
in every particular any order made by the
court"
The court expressed some doubt as to
the wording Of the optional clause. and
asked MIR. Shepard what his views on that
This whole controversy is an attempt
on the pnrt of these compliments to force
us to nay them a higher price for their
holdings, declared Mr.. Shepard. Il do
not believe their position is one that en-
titles them to the consideration OF the
court Of equity. They should be required
now to be bound by the action of this
court so that the grent interests repre-
scented by these defendant companies be
not jeopardized. They should not be al
lowed to leave this court ready to engage
In subsequent and endless litigation, in
tended SOLELY to force US 10 pay n high
price for their stock. That is all there Is
In this suit"
RESPONDING TO this, Mr.. Delafeld de-
clared, before beginning his formal argu-
ment, that there was nothing In the case
that would lead TO the statement that a
share of the sock held by he complainants
WINS for sale.
At the conclusion of argument the court
said 1T agreed that Mr.. Dtlefield's point
was we'll taken and refused the appliea-
ton to modify the injunction as set forth
in the new agreement on the ground that
1 is invalid. as not preserving the rights
Of the preferred stockholders.
II shall deny the application therefore
without prejudice concluded the court.