Evening journal., 1917-11-20

is that as they claim that a trust has
arisen in favor Of the company, the
company must take the product OF the
trust as IL stands and cannot claim the
stock dividends in specie In one in
stance and cash value Of stock and bond
dividends in the other instance For
all that appears. therefore, the COM
pany, upon the statement OF an account
would be charged with the value Of the
stock and bonds which II received, and
a cash payment out Of It's treasury
might be required 10 balance the trans
action. other questions are presented
which can only be answered upon an
accounting
We aver that after the Ming Of said
supplemental opinion IL appeared by
statements filed by said defendants IN
said cause, that there was no longer
any question OF any payment being re
quired from the company or any obli-
CATION TO be assumed by the company
In order 10 entitle the company TO re-
ceive the great profits which The de-
PENDANTS In the bill had received after
repaying 10 themselves In cash the en-
tire purchase price Of the Coleman
dupont stock. and the amount Of ex-
penses claimed by defendants as shown
in the record (page POO. and that the
only question 10 be determined was
whether the defendants should hand
over 60 the corporation the profits
which they had realized from tic
transaction.
4. We admit that on the seventeenth
day Of August. 1917, this honorable
court entered a decree directing that
a special meeting Of the stockholders
Of the r. J. dupont de Nemours and
Company be held. but we deny that the
purpose Of said meeting is accurately
stated in tho fourth paragraph Of the
petition. We aver that at the time OF
the entering Of said decree the stock
purchased by the defendants IN the hill
from II. Coleman dupont had from
sales, dividends and pronts. realized
10 the defendants in said bill as trustees
more than the purchase price paid by
them. including an obligations entered
into by them I'm connection with such
/ purchase. and thar what remained was
the large profit realized by defendants
in said bin as trustees exmaleflcciC
from the transaction and the qIesticr
court was not whether the company
should take over the contract for IN,
purchase Of said stock entered into b,
The defendants IN the bill, or should
acquire the stock Of Coleman duPon
upon tho terms as 20 payment undel
which the defendant IN said bill hst
acquired It.. hut whether the comran,
should receive the profits over anC
above the purchase price realized
by the defendants in the bill, namely
63,3i4 shares Of the common stock o
The F. !. dupont de Nemours Pcwde
Company and i25,G2s shares Of th
common stock Of the r. I. dupont d
NemOurs and Company, together Will
cash and bonds realized by the dc
PENDANTS I'm said bin as additlona
profits on said transaction. and thi
honorable court, IN ifs said decree o
August A.. 1911 directed the master q
inform the stockholders Of said com
pany that 10 would not be necessar.
for the company 10 pay anything &
the defendants In said bill. bears
said defendants had baon repaid IN cas-
more than the amount paid by then
with interest for said stock purchase
from T. Coleman dupont.
D. We admit the calling Of the STOCK
holders meeting, as set forth IN pars
graph six Of the petition.
Z. We admit that The said rnestin
was held, as set forth in paragraph 81
Of the petition
8. We admit that the master tai
ulated the votes ami made a retur
10 the honorable court. as set fort
In the eighth paragraph NJ the pet
ton, and we beg leave TO refer 10 IN
whole Of SAID masters report IN cor
nectlon herewith We aver In col
nection with the masters report ths
the excess Of the 3i25s7 votes whlc
the master reported as cast agains
the abortion Of the resolution % q
the iJ7,959 votes which the maste
, reported as having been cast I'm fave
? Of the adoption Of the resolution O
the t40l42 votes which he reporte
IN his opinion should have been counte
In favor OF the resolution, was mad
up Of votes on stock held by tn
b defendants In the bill themselves an
their near relatives. and Of employf
| Of the company who held unpal
, stock under what was known as N
bonus plan, which originally had n
? vote and 10 which tho right to vol
was attached through the procur,
ment Of the defendants IN the bin ate
the flling Of the said bill and the tfll
p Of this case and we aver that IN
votes on said stock were because
/. the domination by defendants Of ssl
employees through the provisions Of N
bonus plan, really the votes Of the il
, PENDANTS In the bill
In connection with said facts 50
cut in paragraph eleht Of said pet
r ton, we also aver that the vote ca
= on the stock not held by defendan
/. or their near relatives or by the en-
I ployes who held stock under III
o bonus plan, was not a free and di
l. Interested expression Of opinion I
s stockholders as TO what was for q
l. best interests Of the company, bl
n was a vote dominated and contrCll'
o by tho defendants in said bill II
e their own interest as against the Il
l. terests Of the company through a Sc
= les Of acts by which the machinei
n Of the company was employed 10 d
IS feat the interests Of the compar
y for the benefit Of the defendants
10 the bill themselves. such acts beil
y fully set out in the petition whiC
IT has ben filled by US in this honorab
J. court and TO which we beg leave
n refer as part Of this answer.
rs .. We deny the allegation in Il
y ninth paragraph Of the petition IN