Bisbee daily review. [volume] (Bisbee, Ariz.) 1901-1971, 1908-06-21
New Jersey Court of Errors and
Appeals Renders an I'm
portant Decision Dur
ing the Past Week.
THE OLD DOMINION
AND THE UNITED GLOBE.
Controversy Began Four Years
Ago When Minority Fought
Against Merger.

TRENTON, June 20.-The court
of errors and appeals the past week
affirmed the decision of the court in
chancery in refusing to appoint re-
ceiver for the Old Dominion Copper
Mining and Smelling company. Suit
was begun by John H. Pierce more
than two years ago.
The decision, presumably, ends the
determined efforts of the minority
stockholders of the Or Dominion
Copper Mining & Smelling company
of New Jersey, rep ,esentirS over
5000 shares, to prevent the compile
ton Of the merger, urder the laws OF
the state of Maine, of the Old Dcmin-
ion and United Globe copper proper
ties in this district
In 1902, A. s. Big ,lo8 of Boston, and
Leonard Lewisohn OF New York, dis
posed of the controlling interest in
the Old Dominion Mining G Smelling
company to Charles S. Smith and 70
lowing, and the new organization II
augurated a vigorous policy for tb
future development of the propert
and the construction of a moder
smelling plant and concentration.
Experts were employed, Professor
Church among them, to examine ano
report on the mine and furnish esti-
mates Of the cost of adequate reduc
ton works, the highest estimate be-
ing about 100000. By the fall of
1903 that amount of money had been
expended, the plant was nowhere
near completed and the treasury of
the company was practically empty.
1t became necessary to devise
means for raising S750,000, and the
Old Dominion Securities company was
organized for that purpose. The Sc
curities company agreed to furnish
the money needed to complete the
plant and for working capital, and the
plan was approved by a majority vote
of the stockholders.
About the time Phelps, Dodge &
Co. came forward with a proposition
to merger their Globe property, the
United Globe Mines with the Old Do
minion, which appealed strongly to
the board of directors Of the latter
company. The plan was: To increase
the capital stock of the Old Dominion
company from 100000 shares to &c.,
600 shares. For $4,000 shares in the
| United Globe company and $3.50, 900
cash, Phelps, Dodge & Co. were to re-
ceive $4,000 shares in the reorgan-
lied Old Dominion company; 100000
! shares were to be exchanged for a
ike number of shares in the old
company and 1900 new shares were
to be added to $4,000 shares then in
the treasury.
The merger was ratified by more
than two-thirds of the stockholders OF
the Old Dominion Copper Mining C
Smelling company depOsiting their
stock as per agreement. with the Ma
tional Shawmut bank of Boston.
While a majority Of Old Dominion
stockholders heartily approved of the
consolidation, opposition soon devel-
oped lead by w. p Fitzgerald, of the
firm of Towle & Fitzgerald, brokers Of
Boston, the contention being that the
United Globe properties were of
doubtful value. Failing in an effort to
prevent a majority of stockholders de-
posting their stock with the bank IN
: der the agreement On November 80,
/ 1903. George s. Elliott, representing
\ zoo shares, obtained temporary In
junction in a New Jersey court, re-
straining the Old Dominion company
from carrying out the agreement with
Phelps. Dodge & Co The hearing of
the case was postponed from time tc
time until January -, 1904, when the
court made the temporary injunction
] perpetual.
In the meantime, however, a pla
was adopted to circumvent the oppe
sition by modifying the holding com
pany Incorporated under the laws OF
Maine instead of New Jersey. The
Injunction presented a difficulty in
that under the New JERSEY law, the
company had to furnish proof that
the property to be merged was worth
the par value of the stock of the pro-
posed consolidated company. But the
Old Dominion company believed that
by re-incorporating under the Maine
laws, If the Injunction was granted in
New Jersey it YOU'D prove iaeffec-
tive.
Carrying out this plan, the Did Do
minion company of Maine was organ
lied as a holding company.
! The opposition, however, was not 20
be thus easily disposed of. and on Jan
nary q, 1904, John H. Pierce of Lin
coin. Mass, holder of 1000 shares of
the Old Dominion Copper Mining &
Smelling company. filed suit in the
court of chancery of New Jersey, ask
ing for the appointment Of receiver
for the company. The grounds Tor the
petition were based upon the fact that
the old company was still in existence
even though the new holding company
had been organized ander the laws Of
Maine II was contended, also. thai
the company was insolvent, on thu
ground that is was forced TO ask FOL