The Rice belt journal. (Welsh, Calcasieu Parish, La.) 1900-19??, 1916-12-15
LOUISIANA STATE SUED
BY CROWLEY COMPANY


ment of receiver to take charge OF
he business and property Of the Lou
lslana State Rice Milling Co., and
judgment in its favor; annulling, re-
sending and avoiding an agreement
and contract with Isidore Newman &
Son. declaring the incorporation Of
The Louisiana Rice Milling Co., Inc, an
attempted reorganization and rein
:arnation of the Louisiana State Rice
Milling Co., anr further declaring the
stock thereof and the issuance and
transfer of same illegal, void and
without effect.
The petition further asks that the
court decree the Louisiana Rice Mill
ng Company, the owner of the bust
ness, property and assets of and good
will Of the Louisiana State Rice Mill
ing Co., Inc, and also of all assets of
every kind and value acquired by the
Louisiana Rice Milling Co., Inc, since
it's organization, thus placing the
Louisiana State Rice Milling Co. in
the possession and control thereof as
owner, and condemning the several
defendants named in the suit, and each
of them, in solido, to pay to the Grow
ley Rice Milling Co., Ltd, in default
Of the return and delivery Of the prop
arty and assets mentioned, $4,000.
The Crowley Rice Milling Co., Ltd,
represents that it is the owner and
holder of 900 shares Of second pre-
ferred and $50 shares of common
stock of the capital stock of the Lou
isiana Rice Milling Co., which shares
of stock are of the par value, it de.
clares, of S100, and were fully paid
for by the Crowley company and is
sued to it by the Louisiana State Rice
Milling Co. in exchange for the Crow
ley company's rice milling plant prop
erty and other equipment situated in
Crowley, La, and conveyed to the
Louisiana State Rice Milling Co.,
shortly after its organization on or
about Sept. s, 1911.
The petition relates that on May 81,
1916, the outstanding shares of the
capital stock of the Louisiana State
Rice Milling company consisted OF
S334,5OO of first preferred, $2,OOO,2OO
of second preferred, and $2,496,SoO Of
common stock. At that time the
Louisiana State Rice Milling COM
pany was engaged in a general rice
milling business and was solvent, the
first and second preferred stocks be-
ng worth par while, it is alleged the
common stock was, at the time of its
issuance. and had been since, without
value.
1t is charged that during the months
of April and May, 1916, the officers
and board of directors Of the Louisi'
ana State Rice Milling company, il.
egally, unlawfully and without regard
for the interests and welfare of the
Louisiana State Rice Milling company
undertook to and did negotiate with
lsidore Newman & Son, bankers, fol
the reorganization of the Louisiana
State Rice Milling company on certain
terms and stipulations and conditions
being done without the assent Of anc
against the protest of the Crowle!
company. =,
The petition declares that under tn
plan of reorganization of the Louisi
ana State Rice Milling Co., as ar
ranged by the officers and directors
| the new corporation should be incor
porated and organized with a capita
stock of s4,334,5OO, as follows: Class
| A. S1,OOO,OOO authorized, $665,5OO is
sued; Glass B, S334,500 authorized, tn
same amount issued; and common t.
the amount of $3,OOO,OO0 with tn
same amount issued; totaling S4,334,
800 authorized, and $4,OOO,OO0 issued
It was resolved that majority o
the Glass A and Class B stock SHOULD
oe given the power to elect a maJorit,
Of the board of directors for the pro
,osed new corporation, and that upo1
The organization of the proposed neN
corporation the Louisiana State Rio
Milling Co. should transfer and con
,ey to the new organization all it
rice milling plants, property an
J equipment, including the plant an
, property in Crowley acquired frol
the Crowley Rice Milling Co., Ltd
and in addition that the Louisian
State Rice Milling Co. should With
hree days after the conveyance of tn
!. property pay to the new corporatio
;5O8, $50 in cash, in consideration {
q III of which there was to be delivere
70 the old corporation $665,5OO pr'
ferred stock Glass A, $334,500 pr'
o tered stock Glass B, and 100000
Of common stock.
This stock was to be transferred
the old corporation under the prov
i, aon that it would dispose of $465
800 of the Class A stock to certain III
lerwriting bankers or Individual
! Who were Isidore Newman 4 Son,
Is representative or representative
I az a price of 95 cents on the dolla
less a commission Of per cent to J
paid the underwriting bankers or i
dividuals, should be offered for
period of two weeks for sale to stoc
holders of the Louisiana Rice MilliI
Co., at the price Of 95 cents on Il
h dollar.
= All of this, it is alleged, was ca
: : ried out against the protest OF t
: Crowley company, on June l, 19l
! when the new corporation was orga
y zed. The transfer of stock, as co
Z templated by the plan to lsidore Ne,
! nan & Son being made, giving to 7
banking concern, ir is charged, t
> control of the corporation which, u
Z Ter the new charter is taken aw
u from the other stockholders, sin fra
:, If their legal rights and of the rigt
!, y Of the shareholders"
: Sharging that there was never a
y necessity for the reorganization
he Crowley company, in the light
: the facts recited, asked for the a
IT iI e - ~noa;x,ar