Evening journal. [volume] (Wilmington, Del.) 1888-1932, 1917-08-31


in the fundamental question OF p s.
duPonts business integrity All that
we wish 70 do is 10 express our opinion
that il would he unwise for the CONF
pany 20 acquire this stock. and 10 record
our conviction that nobody who has
known p. S. dupont intimately and
worked with him for years, as We have
done, can possibly accept the view that
he should be treated as IL guilty of a
fraud upon his business associate
"Of the stock in controversy form
erly own by Mr.. Coleman DUPONT, 20.7OO
shares of common only-out OF q total
OF 03,3l4 shaes common and 1850
sharee preferred-was ever offered hy
him for sale TO tho company and thar
solely for the purpose Of resale at cost
70 certain important employees of the
company. mainly heads OF departments
subsequently associated with Mr.. p. S.
dupont in the eventual purchase and now
charged with fraud
Copy Of letter from Mr.. Coleman
DUPONT TO the Board Of Directors, dated
May ii, 1917, hereto attached. shows
conclusively that there was no inten-
ton Of sale TO the company or profit
TO its stockholders excepting through
the indirect advantage of having i'm
portant employees interested as stock
holders. The court in rendering its deci-
sion could not for technical reasons.
have before IL the expression Of Cole
man duPont's views. The Judge was
necessarily unaware of what the letter
Of May II 80 clearly expresses
With all due Difference to the legal
view OF the transaction. as business
men we regard the following facts
as clear: nenely. that when Coleman
duPonts oifer came before the
Finance Committee. p. S. dupont
urged IFS acceptance but it was de
clined because other members OF that
committee considered the price. $3.50
per share, TOO high That about one
month later, without medication IN
the meantime either as to the amount
or stock offered 10 the company OF
as 10 iis price. the offer was with
drawn. That a. the expiration ap-
| proXhnately OF another month p s.
duPon FOR himself and associates.
| purchased the whole OF Coleman's
holdings. paying therefor 5000 per
L
| share for the preferred. and since his
associates In The purchase. aud those
subsequently brought IN included all
or the men nlling most OF the inn
portant po0 lions In the organization
there was accomplished, without risk
or liability TO the company. an i'm
portant part Of the sole object OF the
original proposition. Under these cir
cumstances, We find ourselves unable
10 understand the ground upon which
stockholders can now be held entitled
to vote 70 have all OF the Coleman
DUPONT stock transferred into the
corporate treasury. there TO remain
subject to the uncontrolled discretion
Of majority OF shareholders.
] Because Of the trem endous and
rapid changes that have meanwhile
taken place. Il Is dificult today e
carry ones mind back and recall th'
exact conditions that maintained II
the company's situation more thar
two years ago. $4,000 per share To-
the old powder company common
seems. very cheap. but az the tim
Coleman duPonts stock was pur
chased A was above the market pric
MOI even small lots having change
hands az this figure. IL would hav
been impossible az that time 10 sci
on the market any larger block o
stock at 5000. The purchase at tina
time OF so large a block as Colenal
dupont entire holdings was yer,
bold transaction OF uncertain out
come. That Il has proven to- be
very profitable transaction does no
in our estimation as business men
constitute either adequate or equit
able grounds for those who took NJ
part in the venture now 10 endeavo
10 secure the major part or tn
profits
In IRIS connection Il Is pertinen
10 say thl while Coleman dupont
stock was purchased IN February, a
which time. as before stated, tn
highest market price that had beef
reached upon small lots was les
than 5000 per share for the common
the suit having for ifs purpose thu
taking OF the stock for Inc company
was not brought until the following
December. at which time the marke
value was more than than $500 pc
share During this interval Of nearl.
nine months. no one claimed. nor d.
the records show that p. s. duPon
has been commissioned 10 buy thi
stock for the Company: no one claim
ed. nor do the records snow that IN
Company had any right 10 the stool
through the fraudulent act OF anyone
While. as before stated we have M
interest in the purchase OF the stool
formerly owned by Coleman dupont
we. on the other hand, have a yer.
: vital interest. as have other stock
holders, in the future control AM
management OF the Company's affair
and business. and herein lies facto
or prime importance In the situation
now confronting our interests.
THE large interest formerly he'll
by Coleman DUPONT is now owned b.
the following individuals who a
{ shown. constitute I'm large part tn
Companys management.
! p s. duPont-President chairman Z
the finance committee; chairman OF Il
: Board OF Directors.
"Irenee DUPONT Vice presideni
; chairman Of the executive committee
d member OF finance committee and Boar
Of Directors
} on. G. neutrality-suspicious.
: charge Of explosives manufacturing d.
J partment; member Of executive commit
tee and Board Of Directors.
II. F. neutrality-suspicious.