New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1911-07-20
REPLIES TO WESTINGHOUSE.
Mather SAYS Former President
Casts unjust Reflections"
DEFENDS PRESENT BOARD
Would Welcome Inquiry, Provid-
ed It Went Back Prior to
the Reorganization.

Booerc Mather. chairman Of the board of
directors OF the Westinghouse Electric and
Manufacturing Company. sent a circular
letter 20 the stockholders yesterday giving
his views as 70 the four propositions made
hy George Westinghouse in his letter ~
the stockholders which was published IN
The Tribune yesterday.
Mr.. Mather SAYS in his letter that the
Implications conveyed by Mr.. WestinE
house that the present directors are not
representative Of the stockholders.' that
thew have other interests 70 serve except
those 81 the company and It's stockholders
er1 that they cannot devote the necessary
fine 70 the compsnys affairs are unwar-
rsnted by existing facts and cast unjust re-
Nections upon the directors
The ffteen members Of the board. aside
from Mr Westinghouse. he SAYS own IN
the aggregate. either personally or through
corporations whose holdings they rep
resent more than $500 shares Of the
ror1pany's asserting stock. He says
thar IL IS true that many Of them were
creditors Of TIE company AZ the time Of
the ~eceivership and declares that as such
~ was in their power during the receiver
ship 70 force a sale Of the company's assets
and thus 70 destroy absolutely the out
standing stock and 20 deprive The stock
holders Of their entire interest IN ti'e prop
e~tv.
r. was through their forbearance IN sr-
reprinc through the working OUT ~ the
rsadjustnent plan. shares Of asserting
stock a. par I'm payment Of their claims
NJ Narher points out. that Mr.. Nestins-
house and The other stockholders now nave
an- interest Whatever in the property. kH
rat act he adds. these creditors became
stockholders. and instead Of being looked
ypor as MIR Wastinshouse would have it,
4ea class whose rights are less than those
~ stockholders they are. in fact, stocKhoid-
s~s with precisely the same interest IN the
~ompany's welfare and entitled - me same
rights As other Stockholders.
Look to Cornpany's Interest
As directors. he says. these stockholder-
creditors have no interests 20 serve. direct
l- or indirectly. EXCEPT those Of the COM
many. and their determination that the best
interests Of the company require for tho
present the postpouement Of dividends. MT.
Nather points out is as directly financial
loss N themselves as 10 the other stock
holders.
Mr. Mather goes on 10 say that N an eN-
pe~iauca of many Years with many kinds OF
corporations De has never known board
OF directors the individual members OF
which devoted SO much time 10 the affairs
OF the corporation a have the members OF
t1e Westinghouse board since the reorgani-
Eatlou. He then takes mp the other points
ln lv Westinghouse e. letter anu rtpi4eS ~
mem as follows.
There will be no objection on the part OF
ans Of the present board To- the nilinR Of
any vacancies iu the board by "a vote OF
stockholders at the coming meeting
Charles A. Moore has not offered ms res z
nation, and the board knows nothing De
r0u1 what NJ. Westinghouse letter
states about the formers alleged Illness
and iucapacitv n would manfesily be
most gugraCiOug act Co remove MT
Moore from the board on account or MS
alleged illness and without notice rom MN
that he Hannof serve Inc t~fh i"' WHICH
Ine stockholders elected him.
+ should % glad az the coming meeting
~ snake n motion. which / am sure an
me- a-40.iates ON the board would support
10Y .h- appointment. as suggested by Mr.
Westinghouse. OF an independent STOCK
FOLDERS committee with powers anu IN
-trrcriOus fully 20 investigate the manage
-.e.t OF The company and US finances
since -ae reorganization, provided the
covers and Instructions of said commit
arc enlarged So as 20 authorize II 10
investigate the management Of the COM
many and It's finances prior 10 the reorSani-
Za-ion am sure that tporOAsa Anu
impartial Investigation Of the period prior
20 he r-criverslip would De a conclusive
-l.i6, % the stockholders in determining
tl.l. action al the coming meeting
Reason for Proxy Committee.
r have no personal knowledge Of the rea-
tou Tor the adoption b. the stockholders
~ TIC bylaws which provide for the proxy
committee and for the classification OF the
board sincn I had no classification Of me
q, the COMPANY in 1907 or IN the steps which
resuifed I'm its reorganization IN leC&
an however. crcditably Informed that the
-saI reason for the creation OF the proxy
committee and Tor the division OF the board
into classes was 20 insur" that me control
~ fre company's affairs which George
Westinghouse had previously exercised.
and under which me COMPANY mad twice
r8,'ed should no longer continue. This. ]
am Informed. was an essential part or the
consideration for which the creditors as
seuted % the readjusunent plan. and with
rIt 70 the company could not have heen
saved To change these provisions now
would therefore 10 70 violate the contract
which The stockholders mad" bon SIX.
~hr mel. haudisc creditors committed.
whose plan for the rehabilitation Of the
company was adopted nv the stockholders