New-York tribune., 1909-11-01
NAILS 'EM AGAIN
Barnard 4nsuers the Disin-
genuOus Mr.. Gdlrin.

Inc eleventh hour attempt Of John F.
Calvin, the Tammany candidate for Presi-
deht OF the Board of Aldermen. to cast dis
credit on Mr.. Barnard, has proved a roor-
oacK' Yesterday Mr.. Barnard gave out an
extended statement in reply. in which he
showed that one transaction referred to by
GaiVin was perfectly regular and resulted
III proft to the Continental Trust Com
pahy- lie further showed that he was not
president OF the New York Security and
trust Company at the time it had deal
inss with the New York Life Insurance
company, which formed the basis of an in
quiry by the insurance Investigation COM
mlttee under Charles e. Hughes
In regard to the issuance of $500 oO0 addi-
uoi al stock OF the Continental Trust Com
pany. Mr.. Calvin charged that it was done
oy Mr Barnard without consulting the
stockholders. He also charged that Mr..
bahnard secured some of this stock at a
large profit to himself. Mr.. Barnard dis
proves both assertions. His statement fol-
lows:
MI Mr.; Galvin's attack on me contains two
LENS LENS one relating to the Continental
ing to the affairs OF the New York Secur-
ilE ian ana T1 trust Company; prior to 1904.
II V.
In 1901 It had s500.oO capital stock. and
Messrs. Blair Co.. bankers. made an
open oHer 10 the company-not to me
mar the company would increase its
capltaI stock from s500.0O0 TO Sl,oo0,0 0oO and
would sell them the entire $500 shares
represehtlnS the new capital and give the
tion in the board OF directors. they would
pay Si1o In cash for II and lend their aiG
10 bring new business into the company
AS the stock of the company had never
nd hn hnn nI,
was much less and the character of the
proposed directors desirable, the board OF
trustees unanimously approved the propo-
sluon ana called stockholders meet
ing The notice to each stockholder CON
tanned copy OF the proposition, stated
that 1t was conditioned upon the sale 10
Blair & Co. of the entire five thousand
shares of the new stock and that at the
meeting two resolutions would be offered
~ To increase the capital from s500,OeI
(2l To sell it all to Blair & Co. at s45a
a share.
Al the meeting it was stated that the
only object i'll the increase was TO bring
IN the new people and the new business
Inc meeting was we'll attended. W. r. D.
stokes, stockholder owning 221 shares
OUT OF 5,CG0 was present. The first reso-
lutlon was unanimously passed without
SoJect.on Upon the second resolution Mr.
Stokes voted no" saying that he wanted
221 shares of the new stock at 500. His
vote was recorded, and upon the advice
OF Messrs. Jay Gambler and De Forest
stock was duly issued and sold TO the
proposed purchasers for $3.50 share in
cash.
Mr.. Stokes rendered 800 a share for 22l
shares. but 1t did not seem clear why the
company should sell 221 shares for 500 4
share when 1t could obtain $3.50 a share
for the treasury stock of the company
Mr. Stokes brought suit, and the judge ~
Special Term awarded him about SlOO.OOC
damages. Upon appeal the Appellate Di-
vision held that it would have been a
14 rNN- oil l.,
Tor SlOO share when it could be sold for
$3.50 share, and the court reversed the
lower court and awarded nothing. Mr..
Stokes appealed to the Court of Appeals
and by divided bench Mr. Stokes was
awarded s22,0 the Court of Appeals max
ing its first decision on this state of facts
In TINS state, 1t being pioneer case.
Ihe new stock was issued to such names
as the purchasers directed, all of them
other than existing stockholders. and later,
as the purchasers sold it. as they had a
into other names. They made good and
brought success TO the company, which
fully justified the sale and satisfied the old
stockholders.
Blair & Co never offered ne any Of the
stock. and l never asked them for any-
Some months after the issuance of the
new stock bought 100 shares of stock
from second hands in the market without
the knowledge of Blair & Co. and maid
more than $3.50 a share. 1t was part of
the new stock. Upon the trial Mr. Stokes
right TO increase my holdings. | have
bought more since, some as high as s7n
share, many of the original purcha serS
hovinS parted with it from time to time
| still have ii and think we'll of il. though
In the panic the price dropped TO $50 and
perhaps lower.
The result of Mr. Stokes's suit was that
he compelled his fellow stockholders TO con-
tribute S22,0 to his pocket. although the
new issue was for the good OF all and So
resulted 1t Is unnecessary to state that
Mr.. Stokes was the only StoCkholder who
Appeals was rendered over two years ago
and the printed record. with all the facts.
has ever since been on file in various law
libraries.
If Mr. Calvin is so disturbed over the
transaction, why did he not call attention
in the papers at the time, because it enun-
ciated new principle of corporation law
Second-The New York Security and
Trust Company.
| was not its president nor a stockholder
nor had any connection with il during any
of the acts referred to. Mr.. Calvin refers
to the insurance investigation report as
bluff If he looked at II himself he would
know better.
1t was in March 1904 that I became
president of that company by consolidation
with the Continental Trust Company, long
after the loan or other transactions re-
ferred to, of which | knew nothing Testi-
mony in regard TO IL was taken In 1885,
two or three years after the occurrences,
and possibly Mr.. Calvin mistoOk this date
for the date OF the loan. etc. In which
case doubtless ne will present his apologies
II not his constant reference to Mr.
Bannard's Company as 10 dates long prior
TO my connection with II is deliberate and
disngenuous.