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The San Francisco call. [volume] (San Francisco [Calif.]) 1895-1913, December 31, 1901, Image 1

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VOLUME XCI.-NO 31.
MINNESOTA COURT GRANTS AN INJUNCTION
THAT CHECKS GIGANTIC RAILROAD MERGER
JAMES L. FRAZIER RESIGNS POSITION
AS SUPERINTENDENT OF THE WESTERN
DIVISION OF THE SOUTHERN PACIFIC
He Is to Take Charge of the Toledo, St. Louis and Western Road,'
and Predictions Are Made in Railway Circles That Vacancy Will
Probably Be Filled by W. S. Palmer or B. A. Worthington
SUPERINTENDENT OF THE WESTERN DIVISION OF THE SOUTHERN PACIFIC RAILROAD SYSTEM, WHO
TENDERED HIS RESIGNATION TO MANAGER AGLER YESTERDAY AND WHO IS TO TAKE CHARGE OF
THE TOLEDO, ST. LOUIS AND WESTERN ROAD.
JAMES L. FRAZIER, superintend
ent of the Western division of
the Southern Pacific Company,
with headquarters at Oakland,
has tendered his resignation to
his superiors In order to become
the g-eneral superintendent of the Toledo,
St. Louis and Western Railway.
The resignation of Frazier came as a.
tig surprise to the occupants of the "yel
low building" at the corner of Montgom
ery and Market streets Just before the
close of office hours last evening. The
resignation w&s placed In the hands of
James Agler, manager of the Pacific sys
uim.
That Frazier would sever his relations
with the Southern Pacific Company was
the last thought in the minds of Agler
and his associates and the withdrawal of
the popular official created quite a een
: atlon. The news spread rapidly through
the various offices and was discussed
eagerly by those who heard It. No action
was taken by Manager Agler on Frazier's
resignation, owing to the late hour at
which It was received.
The subject naturally caused consider
able surmise as to the probable successor
«f Fra/ier to the important position from
which he has resigned.
Predictions were made last evening in
the "vellow building" that Frazier will
he succeeded by Warren S. Palmer, su
perintendent of the Sacramento division,
pr by E. A. Worthington. superintendent
of the coast division, both of whom are
considered to be among the most efficient
railroad men in the country.
In the resignation of James Lewis Fra
iler the Southern Pacific Company wiil
lose one of Its valuable men. He was
"■■ ■ .
The San Francisco Call.
born in Staunton, Va., in 1849, and grad
uated from the University of Virginia as
a civil engineer in 1870. He began his ca
reer as a railroad man in 1S73, acting as
assistant engineer on the extension lines
of the Chesapeake and Ohio road. He
was assistant and resident engineer of
the Cincinnati Southern road from Octo
ber. 1S74, to December, 1S77; from June to
September, 1878, he was engineer In
charge of the location of the Western
road of North Carolina; from December,
1S78, to March, 1880, he was engineer In
charge of the completion of the Cincin
nati Southern Railway across Tennessee;
in 1880 he constructed the Elizabeth' town,
Lexington and Big Sandy road; in 1881
and 1SS2 he was engineer in charge of
construction for the Alabama Great
Southern Railroad, the Mexican National
road and the Louisville, Evansville and
St Louis road; in 1883 and 1884 he was
chief engineer and superintendent of road
department of the Chesapeake, Ohio and
Southwestern road; from October, 1884, to
April, 1891, he was superintendent of the
Western division of the Newport ' News
and Valley Company.
In August, 1891, Frazier was brought to
the Pacific Coast by the late Collis P.
Huntington and was made superintendent
of the Truckee division of the Southern
Pacific Company, system, with headquar
ters at Wadsworth. In August, 1892, he
was promoted to the position of superin
tendent of the San Joaquin division, and
in November, 1894, was made superintend
ent of the coast division.
Mastered Details, Made Friends.
For six years Frazier was in charge of
the coast division, making his headquar
ters at Third and Townsend^treets, mas-*
. . ...... . ..<(*■ ... : .. .....
SAN FRANCISCO, TUESDAY, DECEMBER 31, 1901.,
tering every detail of his department and
making hosts of friends.
In October last Frazier received further
promotion. When J. M. Herbert resigned
his position as manager of the Pacific sys
tem of the Southern Pacific Company
James Agler, superintendent of the west
ern division, succeeded him. Agler in
turn was succeeded by Frazier on the
western division, who added to his splen
did record by close attention to affairs.
In assuming the duties of general super
intendent of the Toledo, S^. Louis and
Western road Frazier will have charge of
600 miles of heavy travel between Toledo,
Ohio, and St. Louis, Mo. The post he
will fill has for some time been tempor
arily looked after by B. R, Stephens. '
Warren Sherman Palmer, one of the
men who is likely to succeed Frazier as
superintendent of the western division of
the Southern Pacific Company, is a vet
eran in the service of the corporation. He
is a civil engineer by profession and grad
uated from the State University in 1876.
In that year he entered the employ of the
Central Pacific road as an apprentice in
the bridge and building department, and
has served in the capacity of journey
man, bridge carpenter, draughtsman, rod
man, transit man and chief of party on
location and construction work. From 1885
to 1890 he was a member of the firm of
Palmer & Story, engineers and contract
ors, during which time; he served as chief
engineer of the Yrcka road, the Colusa
and Lake road and the Pajaro Valley
road.. In December, 1890, he was made
resident engineer of the maintenance of
Continued on Page Two.
Ordsr Prevents Retiring
of Northern Pacific
Preferred.
Judge Grants the .Applica
tion of a Holder of
the Stock.
Cas» Involving the Proposed Consol
idation of Three Systems Will
• Now Be Fought Out in
the Courts. ■
Simultaneously with the con
.vening of the Governors of
Northwestern States to devise
means to defeat the proposed
consolidation -of .the Great
Northern, the Northern Pacific
and the Chicago, > Burlington
and Quincy railway systems ?.
Minnesota Judge has granted
an injunction restraining: the
retirement of Northern Pacific
preferred stock. The case is
now fairly in the courts and
will be fought to a finish. The '
retiring of Northern Pacific
preferred stock was one of the
first moves necessary in the
merger scheme, and upon the
outcome of the litigation will,
depend the success or failure of
the gigantic consolidation pro
ject of James J. Hill and his
associatss. The suit for an in
junction was brought by one of
the holders of Northern Pacific
preferred.. _,,- \ v .. ~s,a ., ,
MINNEAPOLIS, Dec. , 30. —
Judge Elliott of the' District
Court of Hennepin County
to-day granted a temporary
order restraining the officers
of the Northern Pacific Com
pany from retiring the preferred stock
of the company. The order was issued
on the application of Peter Power 1 of New
York, who ho'lds 100 shares of the com
mon stock. It was supposed that the
failure of the action brought in the New
York courts, by holders of. preferred
stock cleared away the. last obstacle to
the retirement of the preferred on Janu
ary 1, leaving the Hill interest in con
trol of the road through its majority of
the common stock. It is inferred, al
though it does not so appear, that the
present action Is brought In behalf of the
Harriman interest to prevent control
passing out of its hands for another year,
ct until the legal standing of the North
ern Securities Company is settled.
The claim set up by Power in his suit
is that the retirement of the preferred
stock Is in violation of the agreement
Lhat such retirement would lay no ad
litlonal burdens upon the common stock,
ind he holds that the certificates of de-
Denture bonds to be issued to effect the
retirement of the preferred would become
* lien upon the common stock and thus
ivork an injury to his property. It is
.mderstood that the block of 100 shares
ield by Power is the only block of com
non not controlled or definitely located
ipon one side or the other— the Harri
nan people or the Hill-Morgan interest.
Terms of the Injunction.
Trie injunction restrains the Northern
Pacific Railway Company from issuing
or selling any certificates of indebted
ness or debenture or other evidence of
indebtedness, or creating any indebted
ness or liability for the purpose of rais
ing money with which to pay or retire
the preferred stock of the Northern Pa
ciflc Company, or any part thereof, or
from using or appropriating any, moneys
or proceeds other than the ordinary or
surplus net earnings of the Northern Pa
cific Company to the payment and retire
ment of the preferred stock of the com
pany, or any part thereof; and also from
creating any indebtedness or liability
other than the ordinary indebtedness and
liability for the operating expenses of its
railroad system, and the , indebtedness
and liability now existing, which would
be a preference or take precedence of
the common stock of said company; also
from placing its property, or any part
thereof, or the management of its rail
way, system or any part thereof, In the
possession or under the control, either
directly or indirectly, of the Northern
Securities Company; or from entering
into any agreement or arrangement either
directly or indirectly through the me
dium of the Northern Securities Com
p^any or otherwise with the Great North
ern . Railroad. Company, the Chicago,
Burlington and Quincy Railroad Com
pany, or either of them, for the purpose
of causing the railway system owned
and controlled by the Northern Pacific
Company to be operated in connection
with or under the same rules or by the
same authority as the Great Northern
Railway Company and the"Chicago, ; Bur
lington and Quincy Railway Company or
either of them; or from entering into, any
agreement .with ; these companies, or
either of them, for the purpose of avoid
ing . competition and fixing rates for the
SECRETARY OF THE NAVY LONG MAY
RETIRE FROM ROOSEVELT'S CABINET
SOON AFTER THE FIRST OF THE YEAR
Well-informed Girc'es in Washington Believe the Date of His
Resignation Is Near arid That Charles H. Alien of Massa
chusetts Is Certain to Become Chief of the Department
CALL BUREAU, 1406 G
STREET, N. W., WASH
INGTON, Dec. 3O.-In well
informed circles the opinion
grows that Secretary Long's
retirement from his position
as head of the Navy Department is slated
for no distant dav. This is not because
carriage of freight and passengers upon
either of their lines of railway.
Hill's Consolidation Scheme.
The petition recites briefly the history
of the Northern Pacific Railroad -and the
division of its stock into common and
preferred. It is alleged that the* only dif
ference between the* preferred stock and
the common stock was that the preferred
stockwas entitled to the 4 per cent divi
dend prior to anything being paid on the
common stock and the bill in this connec
tion alleges that the preferred stock was
subject to be retired at any time within
twenty years after the time for reorgani
zation of the company arid the issuing
of the stock out of the surplus net earn
ings of the company and not othetwlse;
that in other respects the rights of the
preferred and common stockholders were
identical.
The bill next recites the organization of
the Great Northern and the Chicago, Bur
lington and Quincy lines and alleges that
the Northern Pacific Railway Company
and the Great Northern Railway Com
pany are parallel lines to the Pacific Coast
and the Chicago, Burlington and Quincy
Railway Company has a parallel line from
Billings, Mont., to Chicago, and. that all
such lines are competing lines for the
business qf the Northwest.
It Is alleged that the officers of the
Northern Pacific Railway Company dur
ing /the last summer and since the plain
tiff became the owner of this stock, and
without any knowledge on his part, went
Into a combination with the Great North
ern and the Chicago, Burlington and
Quincy, the purpose of which was to con
centrate and consolidate the three systems
under one management, and, knowing that
it could not be legally effected, the direc
tors of the three companies,* for the pur
pose of doing indirectly what they could
not do directly, caused to be organized the
Northern Securities Company, a New Jer
sey corporation with a capitalization, of
$400,000,000, which, under its charter, was
authorized to purchase and hold stocks;
bonds and securities of other corporations,
the intention being to cause a majority of
the stock of all three of the railway com- •
panles to be transferred to the Northern
Securities Company, and to be controlled
by it, thereby controlling the three sys
tems of railways through the medium of
the Northern Securities I Company, sup- j
pressing competition, regulating the tariff
rates and conducting the entire business
of the three systems as one corporation.
It is further alleged that thereupon the
Northern Securities Company proceeded
to advertise publicly, upon terms of ex
change, all the stock of the Great North
ern Company and that the whole scheme
was illegal, in violation of the law of this
State and the. other States through which
the railway lines pass, against the public
laws of the United States and of each of
the States. • . \ -,.
The bill also alleges that under and by
virtue of the charter of the Northern Pa
cific Railway Company and under the pro
visions of the reorganization agreement,
the. preferred stock can be paid for and.
retired • out of the net surplus earnings
, CHIEF OF THE NAVY DEPARTMENT, WHOSE EARLY RETIREMENT
IS EXPECTED, AND THE MASSACHUSETTS MAN WHO IS SLATED
FOR THE CABINET POSITION.
of the Northern Pacific Railway Company
and not otherwise; that notwithstanding
these provisions, the directors of said
company, for the first step of carrying out
their plan of transferring the control . of
the defendant corporation to the Northern
Securities Company, have nerved- notice
upon the holders of the preferred . stock
that on January 1, 1902, they would retire
such preferred stock.
The bill alleges further that since its
reorganization the Northern Pacific Com
pany has conducted a successful and
profitable business and has paid 4 per
cent on preferred stock and is now pay-
Ing 4 on the common out of the earnings,
after paying the fixed charges and the
operating expenses; that there is a fund
of about $3,000,000 set aside to secure pay
ments of dividends^ on ' preferred stock
and between $2,000,000 j and $3,000,000 of a
general surplus; that it has, now on hand
exceeding $3,000,000, derived from the earn
ings of the road, -wherewith to pay the
$75«000,000 of the preferred stock at par,
but that in order to retire such preferred
stock the directors of the company are
threatening to issue and sell certificates
of ' Indebtedness or debenture bonds
amounting to $75,000,000 of the Northern
Pacific Railway Company and out of the
proceeds pay off the stockholders of 'the
preferred stock at par January 1, 1902.
It Is alleged that, the Northern Pacific
Railway Company lias caused to be sent
to each of Its preferred stockholders a
notice that it would retire the whole of
the preferred stock at par on the first
day of January, 1902, and that the trans
fer books of the company, were closed ' on
Tuesday, December 10, 1901, at 3 o'clock,
for the retirement of the preferred stock,
as aforesaid.
The petition alleges that it is proposed
- : •-• - .
PRICE FIVE CENTS.
of any friction between the President and
the Secretary, but the resignation of the
■ Secretary will result from an understand
ing .he had with Mr. Roosevelt Immedi
ately after the latter's succession. Dur
ing the lifetime of President McKlnley
the Secretary of the "Navy yielded to his
friendship for the Canton statesman and
postponed the date of his retirement, al
■ though It had long been known that h9
sought the opportunity to quit public life.
When Roosevelt entered the "White House
he and the Secretary of the Navy reached
I an agreement as to the date of the lac
ter's withdrawal from the Cabinet. The
date of ths change has not been, an
nounced, but no one will be surprised if
- it comes early next year. .. ,
There appears to be little doubt in offl
.''cial circles, that Charles. H.. Allen of Mas
sachusetts will be Long's successor. A3
. Assistant Secretary of the Navy and later
as. Governor of Porto Rico he made an
enviable record, and rumor connects no
other name with the navy portfolio; In
fact, a Senator close to the President ha3
said that Secretary Long's successor
would be a New England man and intl
• mated plainly that Allen was . the one
President Roosevelt had in mind. "
to substitute for the present preferred
stock, which In no way constitutes a lien
on the property of the Northern Pacific
Company and is not a charge against tha
earnings of the company, and has no
prior right over the common stock ex
cept In priority of dividends, a converti
ble negotiable security or debenture bond,
bearing interest at the rate of 4 per cent
per annum, which said amount of 4 per
cent per annum is a fixed charge against
the earnings of the company and its prop
erty and must be paid whether the earn
ings for any year amount to 4 per cent
on said issue of convertible certificates of
indebtedness or debenture bonds or not
and under, which, if default is made !rl
the payment of said interest or any
payment of the principal when dua
In 1907. or at any time prior thereto, un
der the provision of said certificates of
indebtedness, or debenture bonds, the en
tire property of the Northern Pacific
Railway Company may be sold to satisfy
the Judgment or Judgments which may
be obtained thereunder and all equities
and rights of the common stockholders
extinguished.
The bill sets forth that the scheme has
already provoked litigation, which is now
pending, and plaintiff swears that by rea
son of public criticism other serious litlsn
tlon will be instituted unless the defendant
railway company be enjoined from carry
ng out its Illega, schenle anfl de ££S«
in this connection it i 3 alleged that pro
ceedings are about to be Instituted against
the Northern Securities Company, the
Northern. Pacific Railway Company, tha
Great Northern Company and the Chi
cago, Burlington and Quincy Railway
Continued vnY*S* Tir *

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