Evening public ledger. [volume] (Philadelphia [Pa.]) 1914-1942, 1922-02-11
p. X. T. Men Buy
Stock for Mitten
{ ontiurrd from pace One

VCrS coming Ufi''t 'h' '"'"
Is Reply 10 insurgents"
The notion of the +. Il. T. employees
today was regarded as a reply to
1 tLc action of the insurgcnt directors
ot n hurricdly called meeting In the
Land Title Building yesterday at which
Mayor Moore was present but did not
vote. Had the Mayor not been present
the meeting could not have been held
there would have been no quorum.
At the meeting plans were made for
q call for proxies. and an amendment
nf thc rules was discussed so that di-
rcctors representing stockholders would
have the right to receive proxies rs we'll
os the directors representing the COM
pany. ,,,,,,,
7. MONTGOMERY, chairman of the board I;
!, 7. Sullivan. William Y. Tripple,
Frank Buck and c. J. Matthews. They
have sent out n statement to all stock
holders outlined the aims of the re-
Voting members Of the board. The
statement follows:
.'To the stockholders Of the Philn-
dclphia Rapid Transit Company:
"In our letter to you dated February
2. 1929. we requested you to withhold
YOUR proxies which you had been asked
to give to certain officers of this COM
pany. and to await our further COM
munication.
The Boards Resolution
"The undersigned Directors. all of
whom were elected by you at the last
annual meeting of the company, are the
only members of the bonrd elected by
officers the nclosed proxy is sent pur-
suant to resolution Of the Board of
Directors reading as follows:
RESOLVED, Tint the Board Of
Directors hereby authorize William J.
Montgomery, chairman of this board, to
send to the stockholders q request for
proxies. in the form submitted to this
meeting. containing the names of Will
linn !. Montgomery. Frank Buck and
William y. Triple as proxies. to be
used at the next annual meeting of the
company on March Is, 1922. or any
adjournment thereof
The communication which was sent
you recently by officers of this com
pany. requesting you to send proxies
to them. was sent without the authority
Of the board and the active propaganda
nnd canvass for proxies to be used at
the next annual meeting. now being
carried on by officials and employees Of
the company. without the sanction Of
the Board. The three persons for whom
proxies were requested. namely T. f..
Mittcn. W. G. Dunbar and c. A. Rich
ardson. are officers of the company, who
are now drawing compensation at the
rate, in the aggregate. of Sl0S.O00 n
year.
The undersigned directors are not
officers Of the comfany and would. rn-
der no circumstances. accept any office
or employment in connection with the
future management: they have no in
torcst whatever except to discharge their
duties as directors to the stockholders
and to the public. and to conserve their
own investment in the property.
After mature dcliberntion, we have
reached the conclusion that it is our
duty to advise the stockholders that we
have found the present method of con-
| ducting the business Uf the company
unsatisfactory. One of the bylaws Of
the company provides:
"The president. subject to the con-
troll of the chairman of the Executive
Committee. shall have general super
vision. direction and control of the
business and affairs of the company.
Mr.. Mitten Is Assailed
Thomas +. Mitten. who is president
of the company. il also chairman OF
the Executive Committee He has in
practice construed this bylaw to give
him authority not only to conduct the
ordinary business of operating the com =
pany. without consultation with the
board. but to commit the company to
important financial obligations and
policies in advance of any knowledge
thereof on the part of the board.
THE company has been committed on
questions of public policy, rates of fare,
questions of valuations. the acqui-
sition of property. negotiations. will
tho city in connection with the Frank
ford lease. and other matters affecting
the financial policy and development OF
the company. without previous action
by the board. This is in disregard OF
ordinary procedure, md is in oul
opinion not proper administration oi
the affairs of the company. and is not
IN the interest either Of the public OF
the stockholders.
"On' January 80. 1922. Mr.. Mittcr
made certain statements in his talk tC
the mon which have given the impress
sion to the public that n dividend of {
Der cent on the stock Of the Philadcl
phia Rapid Transit Company will b'
raid during tho year 1922. and that &
bonus will be paid to the employees o.
the company out of earnings over an,
above said 6 per cent dividend.
AS the Board of Directors is thu
only body which has authority to de-
clare dividends, the impropriety of sucl
Il statement. without previous con
sultation with the board, is manifest
Moreover, the statements have given {
false impression which the underssne'
directors desire to correct. They arr
Themselves heavy owners of stock %
the Philadelphia Rapid Transit Com
pany, and are anxious as any stock
holders that the company shall resume
the payment of dividends ut the carlics
possible moment. We hope that divi'
dcnds may be paid during the wear 1922
but there is no certainty that this vii
| be the case. The Rapid Transit Com
pany, along with other public utilities
companies. Is still struggling with con
ditious brought about by the war. an
while the financial condition of th
. company is improving, due 10 the in
crease in fare by the Public Scryir
Commission to seven cents. against Mr.
Mitten'A protest and active efforts il
, opposition thereto. it is not possible t
forecast with accuracy when IN" re
sumptiOn of dividends can be made.
Dividend Promise "Unwarranted"
That any implied promise of divi
, dpnds is unwarranted under cXistin
l conditions Is apparent from the state
ment Of the income account of IN
Rapid Transit Company for the twelv
months ended December 81, 1921, re
leased to the press by the officers o
the company January lG.. 1872. In