PHONE HARRISON 3266

THE MAJESTIC BUILDING COMPANY

GREAT NORTHERN OFFICE BUILDING
20 WEST JACKSON BOULEVARD

HOTEL MAJESTIC
QUINCY STREET

OFFICE OF THE COMPANY
20 WEST JACKSON BOULEVARD
ROOM 702

WASHINGTON PORTER, PRES.

NATE R. SALSBURY, SECY. & TREAS.

CHICAGO, Aug. 30, 1913.

Dear Cousin Nate:

Your letter of Aug. 26th received. You are right about the laws of South Dakota. When the Milner Cattle Co., was incorporated in November 1902 the limit at that time was twenty years for a corporation in South Dakota, but for some reason Milner incorporated the company for only ten years, and evidently overlooked this fact and allowed the charter of the company to expire six months prior to his death, and as the Milner Cattle Co., has been a one man business from the time it was incorporated Milner handled and kept all of the papers of the company at Fort Benton. Milner was the man to have kept tab on the limit of the corporation, and it was a most unfortunate thing that he neglected to do so in this case.

Milner's brother D. C. Miller wrote me that his lawyer in Ver-million advised him that when a corporation incorporated under the laws of South Dakota expired the directors, who become trustees, must liquidate the company, divide the assets amongst the stockholders, and then if a new company is formed the stockholders deed to the new company their holdings in the old company. If this is so it will be a matter for the lawyers in Pierre, South Dakota, which is the capitol of the state, to decide upon some plan whereby this can be accomplished, for if the law actually requires a division of all the assets of the company it may be five or ten years before the company can be liquidated and divide the assets, for to do so you would first have to find a purchaser for all the real estate, and as this consists of three large ranches, one of them over 10,000 acres, you cannot find a customer for these lands at the present time, or perhaps for several years who would pay a price even anywhere near their present value.

My idea has been, as I have written your mother, and as I have advised all the stockholders, to incorporate a new company to protect the assets of the old company and the interests of the stockholders. In other words, if a new company is incorporated the business can be continued on conservative lines until such times as we can find a customer for the lands, and the safety of all the stockholders in this case is to incorporate a new company, for the very reason that at present writing if we conform to the laws of South Dakota the directors, who are the trustees to wind up the business, are Mr. Milner's brother and myself, and as Mr. Milner's brother D. C. Miller would be the only director in the company in the event of my death, this would leave the business to be settled by D. C. Miller, and confidentially I do not consider him equal to the task if he had to perform same alone; consequently you can realize why I am anxious to have a new corporation with proper officers, so that in the event of my death the corporation can be continued and the officers and directors of the new corporation would be managing the business and closing it out in place of a director or trustee.

PHONE HARRISON 3266

THE MAJESTIC BUILDING COMPANY

HOTEL MAJESTIC
QUINCY STREET

WASHINGTON PORTER, PRES.

Page 2.

CHICAGO, Aug. 30, 1913.

The assets of the company are clean and consist only of land and cash with about 200 head of live stock. Statement sent to your mother in January for the year 1912 gives you all the data of the company as of that date. Of course, all these values on the lands are the conservative values Milner placed on them, and if the titles to the lands as well as the values he figured are O.K. the book value of the stock was on January 1st 1913 nearly $285. per share. We have bonds and cash sufficient in the hands of the Merchants Loan & Trust Co., to pay par value to all the present stock holders and leave a good working capital or surplus to protect and operate the ranches until such time as they can be sold, and the proposition as outlined in the agreement which your mother signed, and which all of the stockholders but O'Neill have signed, and I expect to get O'Neill's signature to that within the next few days, is absolutely fair and just to every stockholder. In other words, if we can incorporate a new company and work out the agreement which has been signed, it will mean that the stockholders will get some time within the next few months par value for the stock they now hold and an equal number of shares in the new company, so that everyone will share alike in any profit that may be made on the lands after the new company takes possession.

The unfortunate part of the whole business is that no one in this company is able or equal to taking the responsibility to do the work of getting the new corporation started but myself. They are all willing enough but have neither the experience or inclination, consequently you can see it is up to me for the present, and it is my intention to go to Pierre, S.D., some time within the next two weeks and get in touch with the best law firm there, and I may be required to go to Fort Benton to consult Mr. Stranahan, who was Milner's lawyer, and if possible to get the new company incorporated then it will be smooth sailing and very little trouble to handle.

Both Sullivan and Davis who have been Superintendents and Foremen with Milner for a number of years are capable of caring for the ranches and live stock, and able to operate successfully under the direction of a Board of Directors.

Milner's brother shows no disposition to interfere, in fact he is a good deal like Milner, perfectly willing that somebody else do the work.

Referring to your remarks about the limit of time for the corporation, I certainly shall have the new company if incorporated secure a charter for the limit time in the state under which the company is incorporated, so that no repetition of this blunder can possibly occur in the event of the company having to continue for some years before disposing of the lands.

PHONE HARRISON 3266

THE MAJESTIC BUILDING COMPANY

HOTEL MAJESTIC
QUINCY STREET

WASHINGTON PORTER, PRES.

Page 3.

CHICAGO, Aug. 30, 1913.

As the matter now stands the directors D. C. Miller and myself are responsible to all the stockholders for the assets of this company until it is either liquidated or turned over to a new corporation. This is the law and consequently I see no chance for any leak or loss, as the money and bonds are all here in the hands of the Merchants Loan & Trust Co., subject to my check as Vice-President and Director of the Milner Cattle Co., as my signature is the only signature recognized by the bank since Milner's death.

Mighty glad that you have been enjoying my sister's visit. I know she has had a splendid time, and it will be something for her to remember as long as she lives.

Your kind message was delivered to mother and she appreciates the sentiment which you express very much Nate. I appreciate what you say about McEvoy. My last letter to you on his offerings was written that you might fully understand my opinion of the property he was offering in exchange for the reservation, and I know in future when he brings any proposition to you to take the reservation in exchange for city property at a value of over $100,000. for the reservation, you will feel as I do, that he is trying to unload something that has a heavy mortgage on and get in exchange a piece of property that is free from mortgage and upon which the purchaser can secure a loan.

I would certainly not recommend your mother to trade the reservation for city property that carries a heavy mortgage, or that carries a large amount of money in addition to her property for an exchange, for no one is going to trade for the reservation property unless they get the best end of the bargain, and you must not think Nate because I write you strong and frankly on these offerings of McEvoy's that it is any criticism on your sending them to me. It is only for your benefit for the future, as well as to advise your mother honestly, that I am so brutally frank in my letters. With you I wish every day of my life that you had the opportunity for more business experience that would enable you to relieve your mother of all responsibility, and down in my heart Nate I feel you have greater ability than you give yourself credit for. What you lack is confidence, and what you need more than anything else in my judgment is an opportunity to show your ability, and in order to do this your mother must place confidence in your judgment and turn over to you some of the responsibilities that she is carrying.

Some time in the near future I want to go into these matters thoroughly with both your mother and yourself, realizing that life is uncertain and that if anything should happen to me you would have to assume responsibility