New Britain herald., 1924-02-13
BRISTOL BRASS co. HEAD HITS BARNES.
Continued from First Page)

The hgureS you can rely on as De- ing correct according to best records obtainable from the company's books and no one has to me questioned their
 reliability either in directors meet ings or elsewhere. The deductions drawn represent my best effort and are believed to be conservative. Mir. Roy T. II. Barnes of Hart ford, of the brokerage firm of Roy T.
 II. Barnes X Company, was admitted
 to our board on his own request to represent the preferred stock interest. A short time ago it developed that he
 would oppose the payment of your [ last dividend, so that with my letter to yourselves and the common stock holders of December 10, 1923, in or- der to get the consensus Of opinion of the owners of the company, there
 was enclosed form of ballot re-
 questing n straw vote as to your wishes.
 "The returns from this ballot show
 ed that 2,l92 shares of the preferred
 voted to pay the dividend and but
 309 shares voted No
 "The common stockholders, who did not share in the disbursement, voted 20,555 shares in the affirmative and 9,i67 shares in the negative.
 Your representative, Mir. Barnes, whose stockholdings are negligible, ] paid no attention to the wish express ed by the owners Of the business and 1 still opposed the payment even to the
 point of making n personal grievance
 of the directors decision.
 Tn 1921, when the company losses
 were approximately s25,000 monthly and in 1922 when the dividends could
 only be paH from surplus, as there
 were no earnings, hc was insistent
 that the dividend payment should be
 regarded the same as interest on a bank loan. He consistently main-
 tained this position until the last
 quarter of 1923 when it was apparent ! that the company had turned the corner. IL is surmised. but not claimed that it would best answer his i purpose to have it appear that the
 company could no longer pay your
 dividends.
 I Early in December there was a plain indication on his part of Il de- sire to control the business. This prcsumptuous ambition could only have been by virtue of his self-im- posed representation of the preferred
 stock interest.
 i "Thc company has met every obli-
 gation to the preferred stock. Our
 financial statements indicate at a glance that your stock is amply pro-
 tocted and that there is no justiflca-
 lion in fact for any preferred stock
 holder attempting the control. Mir. ] Barnes has stated repeatedly. both 10 ! the board Of directors and with out
 that hc had no interest in the com
 mon stockholders. Also with these
 statements he coupled the threat of ] forming a preferred stockholders pro-
 tcctive committed and these remark able statements were reiterated many
 times. He called on financial fnstitu- l tions closely alltcd with thc com pany's credit position. explaining 1 that there were differences on our
 board. but failing 10 state that they
 were Of his own making. thus scri- ously hampering the Company's
 credit position and operation at a i time when new business was coming
 in rapidly.
 ''To sum up Mir Barnes activities l as your representative:
 ] He has no interest in the common stockholders.
 He threatens tlic formation Of a
 preferred stockholders protective committee.
 l He has seriously harmed tho com pany's financial position.
 He asks m his circular letter of ! December 24. to inc common stock holders. for their proxies in favor of
 his self appointed proxy committee.
 His circular letter of January 24th
 is a u.isstatcment of facts from be-
 ginning to md. both in inc specific
 statements and the infcroncos drawn.
 There is no charge made that this is intentional IL simply is an indica-
 ton Of his lack Of experience in
 manufacturinE enterprises and be-
 cause of his having no prop,r eUnl- prehension or the subjects that he
 dips into in such q careless manner. i Tn descnsc of this remarkable situ-
 alton it might br pointed out that six other directors have rallied 70 Mir. Barnes standard. The total stock in- fcrest of all ol his group is relatively very small as compared with inc stock interests Of directors opposing
 Nr. Barnes diciati0n of company af- 1 fairs.
 "They were pledged 70 support his program. before the other directors knew what was taking place. Their
 numerous meetings were held at Hartford. Mr. Barnes being the only director living in Hartford. After he
 had pledged q sufficient number Of fhe directors 10 insure control. the remaining members were graciously informed. through the newspapers. as 10 what had happened. + is sub J1itfed That had Mir Barnes been de- siring to wreck the corporation. he could have taken no more effective means than those hn is now empioy- ing and thfs Nhifs he is on the com