The ranch. [volume] (Seattle, Wash.) 1902-1914, 1911-10-01
court OF Missouri.

was to merge the five companies In a
new corporation, created for that
purpose, paying the stockholders OF
the old companies in the capital stock
of the new, ''to the amount of their
respective interests, as determined
by appraisement" and that its total
capital twas about S15, 600, 600 in ex-
cess of the aggregate OF the invent
, cries. -
On the contrary, there was no merg-
| ing of the old companies in the new
company. Each of them is In ex-
istence today, and has no interest IN
the international or its properties,
nor has the international any interest
in any of them.
Neither is it true that all these
properties we're to be paid for In
stock. The Champion stockholders
received 81, 600, 600 in stock and 81,
500, 600 in cash, and the Milwaukee
property was paid for entirely in cash.
(c) The report states that none OF
the owners of the old companies de-
sired to retire from the harvester
business. but that their only purpose
was to consoli date their properties.
The facts are directly to the con-
trary. The organizers of the COM
pany-Mr. Perkins and his New York
associates-were not engaged in that
business, but desired to enter it. The
officers and stockholders of the Mil
waukee Company were in the bust
ness but desired to retire, and did
retire, from it. The officers and
owners of the Plano Company were
in the business and desired to retire
from it; and all, except Mr.. Jones,
did retire. All the officers and stock
holders of the Champion Company,
including Governor Bushnell, its
president Except j. j. Glessner, its
vice president), desired to retire, and
upon receiving cash for their share
of the purchase price, did Immediately
retire.
(d) The report says that leach OF
the constituent companies was repre-
sented on the board of directors.
This is not true. No former officer
of the Milwaukee Company was on
the board; and the companies were
not constituent" because their
corporate Identities continued wholly
Independent and distinct from the
International Harvester Company.
(e) The tabulated statement as tc
the distribution of the $12O, 600, OOC
stock is incorrect.
1t omits entirely the 800, 600, 600 oil
stock issued for cash to Mr.. Perkins
and his associates, and mistakenly
charges that Mr.. Mccormick received
stock in payment for the Milwaukee
Company.
(f) The charge that S., 900, 900 was
paid to j. P. Morgan & Co.. for ser
vices. and that this was suspicious
circumstance, is also untrue.
The total amount paid for Organlza
ton expenses of every kind, includ
ing all appraisal, counsel and at.
torneys' fees, was S3, 451, SOB, and
was paid as above. The insinuatior
of the report is, therefore, unwarrant
ed; and The absence of watered stock
betokens lawful corporation, which
has acquired it's property IN good
faith and for legitimate purposes.
(g) The report states that it was
the understanding of the vendor
companies "that all of them should
convey their plants, or none of them. V
The fact is otherwise. The property
of the Milwaukee Company was
bought outright; and the sale of nc
property was contingent upon the
purchase of the others.
(h) While the report contains al
ingenious and able discussion of the
legal questions, its arguments and
conclusions are based upon these
fundamental and vital mistakes OF
fact. The report contains other mis-
statements, such as the alliance of tie
International Harvester Company
| u,ith tho tsStaaI trust - tha s'cOa