The San Francisco call. [volume] (San Francisco [Calif.]) 1895-1913, 1913-05-30
PROVISIONS MADE
FOR UNDERWRITING
Propositions Will Be Sub
mitted to Court at Early
Date, Says Chairman of
Board - Failing Accept
ance, Stock Will Be Put
in Hands of Receiver
tspeci.l pI.patch to nae cam

Especial Dispatch to The Calll
NEW YORK, May 2s-Judge r. S.
Lovett. chairman of the Union Pacific
executive committee, today issued a
statement outlining two dissolution
Union Pacific directors and viii be
promptly submitted to the circuit court
The first of these is to offer the
Southern Pacific stock held by the
Union Pacific for public subscription by
inviting bids. minimum price to be
hereafter determined.
The alternative plan is that the COM
pany's Southern Pacific stock be depos-
tied with bank or trust company as
trustees. without voting power. against
an issue of beneficial certificates, with
out voting power, to be offered to Union
Pacific stock holders alone.
These certificates would entitle the
holder to all dividends on Southern Pa
cific stock, but would be exchangeable
for the stock itself only upon execu-
ton, by the holder, of an affidavit that
he is not the owner of any Union Pa
ci1c stock.
JUDGE LOVETTvs STATEMENT
Judge Lovett in his statement gives
~ outline of the negotiations for dis
~ olution and then outlines the plans as
follows:
after much consideration we have
decided upon two alternative plans
which have today been approved by
our board. While certain details still
remain TO be determined, the salient
features OF the two plans are as fol-
lows:
First, we propose to offer the South
arn Pacific stock held by the Union
Pacific for public subscription in a way
similar to that which New York city
bonds are offered; namely to invite
bids at such prices and for such
amounts of stock as the bidder may
desire, with minimum price to be
hereafter determined, under which no
bids will be accepted, with such re-
strictions as the court may prescribe
respecting the amount of stock to be
allotted to Union Pacific stock holders.
PROVISION FOR UNDERWRITING
Provision is to be made for under
writing the offer in order to insure
success.
s'Second-As an alternative we pro-
pose to deposit the stock in the hands
OF some bank or trust company. as
trustee without voting power against
the issue of its beneficial certificates
therefore, such certificates having no
voting power. but emitting the holder
BILE for the stock itself upon the ex-
ecution by the holder of an afidavit
that he is not the owner of any Union
Pacific stock.
"As this would result in disfran-
chisement of the stock while held by
The trustee. and as long as held by
= any Union Pacific share holders, it is
proposed that in this case the certih-
Gates should be offered to the share
holders of the Union Pacific alone at
such price as the board of directors
may hereafter determine and that il
at the time deemed necessary the offer
should be underwritteD.
WILL SUBMIT PLANS EARLY
1T is our intention to promptly sub
nit these plans to the court with the
request that, after such notice and
hearing as the court may deem proper,
both plans be approved, with a provi-
sion permitting US to adopt whichever
appears TO be the most feasible and to
make the offering within definite
fme TO be fixed by the court, falling
which the stock to be placed in the
hands OF a receiver to be appointed by
the court
Attorney General Insistent
WASHINGTON, May 2s-Attorney
General McReynolds today declined to
commit himself on the plans for the
dissolution of the Union Pacific merger.
His attitude is unknown. He said he
aad not seen the plans and when shown
oress dispatches from New York out
lining their general provision. he said
he had no comment to make.
The silence of the attorney general
means, according to reports that the
Ifnion Pacific's propositions probably
did not meet his unqualified approval.
In his negotiations with the railroads
ne has been insistent that no substan
portion OF the Union Pacincs
SIPS, $50, 900 holdings OF Southern Pa
hc stock should go to share holders
OF the Union Pacific.
It now seems practically certain that
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