New Britain herald., 1923-07-03
Fight TO CONTROL
WILLYS-OVERLAND
Three Groups Seeking Stock Of
Firm Held by Receiver

New YORK, July 3.--In an argument
yesterday before Federal Judge Knox
OH the question of disposipg of 49,
S66 shares of the common stock of the
ys-Overland company, owned by
the WHY'S corporation, now In receiv-
Sership, IL developed that fight Ia go
ing on for control of the WHY'S Over
land concern, the biggest industry in
Ohio. 1t has been said that the men
who control this company control To-
ledo, and big slice of Ohio besides.
Three bids were offered for the shares
two OF them representing diverse in
terests In the company.
John N. WHY'S. president of the
company, who has so far stood aloof
from all internal squabbles. has not
sided with faction for which Thorn
as H. Tracy Is the spokesman, and
which Is opposed by a. faction headed
by Henry L Thompson, chairman of
the board of directors. The stock
represents one-third of the issue of
the WHY'S Overland company, and 1t
was said that the faction that obtains
it will control the great business This
business, 1t was stated, has a plant
covering many acres in Toledo: 1t en-
ploys many thousands of men. and Is
now producing on an average nearly
1000 cars a day, and the demand for
the cars is said to be increasing.
Two Bids of $3,OO0,O00.
A bid Of 100000 for the stock
made by the banking concern of Dill
lon Read & Co. of this city was in
the interest of the Thompson faction,
It was stated, and bid of the same
amount offered by Mr.. Tracy was said
to be in the interest of himself, Mr..
WHY'S, and their associates. This
bid has the advantage over the bid
Of the Thompson faction because it
contains stipulation that the first
preferred stockholders of the WHY'S
corporation shall receive any profit
growing out of the shares in excess of
81 a share, and that this agreement
shall run for a period stated in a
plan to be hereafter agreed upon.
1t is also stipulated that the offer
shall have the approval of the federal
court in this jurisdiction and of the
court In the northern district of Ohio.
With the bid was check for $780,
900 to be applied to the purchase of
the shares and to be returned If the
offer is rejected. Judge Knox thought
the matter of turning back the check
should be eliminated from the offer
and the matter left to the court.
Counsel was asked to modify the offer
In this respect and the matter went
over unit o'clock today to give
counsel time to consult his clients.
Mr.. Tracy submitted to the Court a
letter from Joseph p. Cotton, counsel
for the flrst preferred stockholders Of
The Willy Corporation and from John
n. WHY'S, stating that they approved
Of the plan suggested by Mr.. Tracy.
In his letter containing his proposal
Mr.. Tracy showed the close relation
ship existing between him and Mr..
WHY'S. 1t read in part Il
Distributors Make Offer.
1T is vital to the future value of
The stock and to the consequent
profits which will inure to the pur-
,hasers and to the Willy Corporation,
,r it's first preferred stockholders, that
he relations of John n. WHY'S with
he WHY'S Overland company should
be continued for a considerable per-
cd of time. Mr.. WHY'S was the
ounder OF the WHY'S Overland COM
,any and Is now and always has been
is dominant head.
His connection with that company
herefore must be continued and it is
because of these facts that the plan
eferred to herein contemplates that
he WHY'S Overland company shall do
UGH financing and make such agree
nents with Mr.. WHY'S as will be sat
sfactory to him and the purchasers so
s to retain his connection with that ]
ompany for a term of years"
The third bid came from George w,
'rowne of Milwaukee, and Guy Q.
i'm ons of Detroit, two of the distrib-
tiers of Overland cars. They offered !
5 a share for 100000 of the shares
18th the stipulation that they should C
ave six months In which to market p
lem and that in the meantime none s
{ the remaining shares shall be plac- f.
/ on the market.
It became apparent during the dis Fl
ission that this bid and the one made 4
7 Mr.. Tracy won the approval of r
ldge Knox. and of Colonel Francis ;,
Caffey, the receiver of the WHY'S :,
,rporation. Both are eager TO pro- y, "
ct the 5000 owners of the common &c
ock of the WHY'S Overland com
any. Many Of these owners, ii was VI
i'd, were school teachers and other o.
srsons earning small salaries. Many
them live In Ohio. d