Evening journal., 1910-12-21
RAILROAD MAKES
ANSWER TO SUIT
Northern Central Denies Sale
of Union Co. to P. B. 6
W. Mas VOid
OPPOSE SETTING
ASIDE THE SALE

/ BALTIMORE, Md, Dec. 2t.--Allega-
tions made by certain minority stock
/ holders Of the Northern Central Bsil-
Why Company that the sale ut par, in
/ 1884, of 5000 shares of stock Of the
/ Union Railroad Company 20 the Phil
adelphia, Wilmington and Baltimore
/ Railroad Company (now the Philadel-
phia, Baltimore and Washington Rail
/ road Company was fraudulent and
void are denied in answers filed
/ here in the Circuit Court to the bill
OF complaint to set the sale aside.
The suit was brought by j. Living
aton Minis and others, through
Arthur W. Machen, Jr.. attorney. The
answers were filed by the Pennsyl-
yania and the Philadelphia, Baltimore
and Washington Railroad Companies,
through Willis and Homer, attorneys,
and by the Northern Central Railway
aud the Union Railroad Companies,
through Bernard Carter and Sous -aud
John j. Donaldson, attorneys.
For Deep Water Connections.
The answers state that before the
Union railroad was built tic Northern
Central and the Philadelphia VIII
mington and Baltimore were without
deep-water and other connections. and
that they used hat rOad under con-
tracts for paying tolls from 1875.
These tolls have become burdensOme
because of the increase I'm business,
both the Philadelphia, Baltimore and
Washington and the Northern Central
were considering building independent
lincs when, I'm the fall of 1881, negoti-
utious for the purchase of the Union
railroad were begun between the late
/ Benjamin It. Newcomer, "a director Ol
/ the Northern Central and the Phila-
dclphia Wilmington and Baltimore
Railroads. and the late Walter b.
/ Brooks, president of the Canton Com
pany. which owned the road Mr.
( Brooks offered TO sell the Union rail
! road for Sl,O00,000, subject to a bond
ed debt Of Sl,500,O0O. The sale was
finally made at par for the stock
/ 5000 shares at 500 q share, OF 5000,
600 in all
no Benefit BY Acquisition.
! Although the purchase price was
! paid by The Northern Central Railway
Company, according to the answers
IL was always intended that the Phil
adolphia. Wilmington and Baltimore
Railroad should shre in the beneh
of the acquisition of the property iC
. the extent of its interest. To It There
were accordingly refunded of the net
earnings OF the Union Railroad. s7O,-
900 in 1890, Sl20,UU0 i'm 1881, and thC
same amount iu 1892, and S15O,000 H.
1893. I'M 1898 the tolls paid by the
Philadelphia, Wilmington and Balti-
more We're 81 per cent. of the gross
earnings OF the Union Railroad, 81 Is
stated, and 10 put it's Interests Oh
more definite basis, the Northern Cen
trail sold 40 per cent. of it's stock.
So far from being a fraud upon the
Northern Central Railway Company
} or any OF It's stockholders, it is assert
ed, the transaction was merely q
carrying out 10 good faith of the ori-
giual intention and purpose for which
the Unina Railroad was acquired and
@ fuidilmsik OF the understanding OF
an parties concerned an understands
ing always recognized and acted upon.
COnCealment Of Facts Denied.
There was 90 c0ucealment from the
stockholders it ia also declared, of the
| Northern Central The sale TO the
/ Philadelphia, Wilmington and Balti-
more Railroad Company and The price
az which !. was made were reported
tO the stockholders az their annual
meeting in February, 1895. IL is al
legged, and an information as TO ii and
an matters relating tO The Union Rail.
road Company were at an times ac.
cessiblo 90 any of the stockholders OF
the Northern Central Railway Com
pany
The complaining stockholders, ac-
cordins 90 the answers. though tho
traRsaction took place 10 years ago
have never applied 10 the proper Of
dCers al The company Tor such In.
formation or made amy effort to obtair
d. lnlii this year nor do they pretend
IN theiv bin ut complaint that they
an 'Had the3 done So. it Is stated
they would have learned The facts as
set out in the answers
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