Evening journal., 1915-12-28
cnnllnned .from FlrgL Page.

0c-lluu- on unlpllShili5 iN"t 'NiNNe -
selling some 10000 shares OF said com-
mon stock 10 said corporation in order
that it in turn might sell the same to
said officers and employees for the pun
pose aforesaid; that upon being so m-l'
fsrmed of the desire cf said i. Coleman
dupont this defendant communicated
the same to Alfred I. DUPONT. who ex-
pressed himself TO this defendant as en-
tirelv in favor OF accepting said propo-
sition ON the part OF said Z. Coleman
DUPONT; that this defendant SO informed
said r. Coleman DUPONT, who thereupon
offered through this defendant to sell
to said corporation 2O7OO shares OF the
common stock OF said corporation at
price OF sl6O per share, ex-dividend, said
price to he payable from thirty to sixty
days from said date, upon the condition
that said stock should be devoted TO the u
purpose aforesaid.
This defendant alleges that so far
as he has ever known or heard the
above is the only offer that said 7.
Coleman dupont ever made to sell any
portion of his common stock in said
corporation to said corporation. and
that no offer was ever made by 1.
Coleman DUPONT TO sell said 2OIOO
shares. or any other amount OF com
mon stock of said corporation TO said
corporation for the purpose of being
retained and owned by it for its own
benefit, but, on the contrary thereof,
said offer was for the purposes afore-.
said.
Quote the Minutes.
This defendant says that in Decem-
Der. 1914. the finance committee OF
said e. I. DUPONT de NemOurs Powder
Company was composed OF T. c. du-
Pont. Alfred :. dupont, William du-
Pont and this defendant; that said T.
Coleman dupont, in the latter part OF
December, 1914 was seriously Ill and
at Rochester Mimi, undergoing Sc
we're operations; that on the 23d day
OF December 1914, a meeting of said
finance committee was held, at which
meeting Alfred l. dupont, William
DUPONT and this defendant were pres
ent: that said proposition on the part
of r. Coleman DUPONT was presented
TO said meeting of said finance COM
mittee. and that thereupon, notwith-
standing the fact that said Alfred I.
dupont had previously stated to this
defendant that he was in favor
of purchasing stock OF said T.
Coleman dupont for the pur-
poses aforesaid. the said finance
committee at said meeting rejected
said proposal at the instance of said
Alfred I dupont and said William du'
Pont, they voting against the accept
ance thereof and this defendant vot
ing to the contrary. The action o.
said committee at said meeting is Sc
forth IN the following record Of it'
proceedings:
Purchase of common stock ownet
by Mr.. T. c. dupont. Mr.. p. S. duPon
presented letter from Mr. r. c. du
Pont. Offering to sell 20.700 shares
of common stock OF this company a
$3.50 per chare. After discussion,
was moved and carried (Mr. p. S. du
Pont voting in the negative) that MI
P. S dupont be instructed to advis
Mr. L. l.. Dunham. attorney for MI
T. c. DUPONT. that we do not fee
justified in paying more than Sl2o pc
share for this stock
Deny Use of AT This Time"
"This defendant denies that at sal
meeting any resolution was Offered
discussed or passed containing tn
words at this time as alleged i
paragraph seventh of said bill Of CON
plant, either with the significanc
attributed to said words in said bi
of complaint, or with any other sign
ficance. but, on the contrary this de
fendant alleges that said propositio
of said T. Coleman DUPONT was def
nitely declined at said meeting, a
shown by the records thereof.
"The above action of the fnanC
committee was thereafter unanimoul
" approved, ratified and contirme
by the board Of directors Of the sal
corporation at meeting held on ID
cember Both. 1914.
Shortly thereafter this defendal
informed said T. Coleman dupont thi
said proposition was not accepted
said corporation, and although IN
defendant suggested to said 7. Col
man DUPONT that If the ofer were lie
open 1t might possibly be reconsider
at some future time, said T. Colemi
dupont a few days thereafter den
itely withdrew said proposition al
this defendant alleges that thereaft
no proposition involving the sal to sa
corporation of said stock, OF any 9th
stock belonging to said 7. Coleman q
Pont was ever before any officer, col
mittee, or the board of directors
said company for decision.
"This defendant admits that as
legged In paragraph seventh, OF sa
no proposition involving the sale to sd
Alfred l. dupont requested that he
furnished with copies of this deIe
dants letters to T, Coleman duPo
on the above subject and that inadv'
tentlv certain letters on other 81
iects were sent TO Alfred /. duPo
but this defendant alleges that
correctly informed said I. Colem
dupont as to the position of 81
anance committee and said corpol
tion in reference to said offer and
to the position of said Alfred !.
pont in reference thereto, ana uen
that he exer caused any msund
standing on the part Of T. Colem
dupont or anyone else in the abe
or any other. regards, and upon
formation and belief. this defend'
alleges that there was no misund
standil>S on the part of I. Colen
dupont in regard o any Of said m
ters and that said Alfred |. dur
was at all times fully aware OF
fact that there was no such mis9nu
aThis defendant denies that All
dupont either on the 10th day
r,oh,uarv 1915. or on any other d