The Corvallis gazette., May 06, 1892, Image 4

THE OREGON PACIFIC.
INJUNCTION CASE COMES UP.
Important and Interesting Litigation
Numerous AHitavIts.
From lii Daily Orcguniaii.
The case of Lindley Smyth, George DeB.
Keim and other bondholders of the Oregon
Pacific railroad against Colonel T. Egenton
Hogs;, Z Job and William Mackay, sheriff
f Benton county, came up for hearing in
the United States circuit court last Monday,
on an order to show cause why an injunc
tion should not be issued to prevent Job, as
Durchaser of the Oregon Pacific railroad at
the foreclosure sale, from transferring the
property to any other company that may
be organized, contrary to the terms f
the agreement between the bondholder
and the present company.
The complaint in this case was filed iu
February last. It sets forth that after the
decree of foreclosure of mortgage ordering
the sale of the Oregon Pacific railroad ami
its property hail been entered, April 27,
1891, there arose between certain of the
bondholders a dispute as to questions of
priority of payment ont of the proceeds of
aaid sale, and the paramount equities
claimed by one class of bondholders over
the other classes, and suits were threatened
to set aside this decree of foreclosure. Iu
addition to this there were other conten
tions and differences between the bond
holders, and various meetings of the bond
holders were held in New York city, and
such proceedings were held that iu October,
1891, at a meeting at which nearly all the
bondholders were present, a committee
was appointed to formulate a plan of reor
ganization, whereby the corporation rail
roadsthe Oregon Pacific and Willamette
Valley & Coast railroads might e reor
ganized for the beuefit of the bondholders,
aud the property of these defunct railway
corporations, iu case the railroads' proper
ties aud franchises did not sell for a sum
sufficient to pay their bonds, interest, costs
aud expenses of the suit, might be saved to
them, and for their just benefit in propor
tion to the amount of bonds held by each.
It was also agreed that the bondholders
would surrender their bonds to some person
or corporation mutually to be agreed upon,
and abide by the terms of the agreement
and plan of reorganization reported by the
committee aforesaid.
The complaint further charges that tor
the purpose of inducing the bondholders to
accede to the terms of this agreement, Col
onel Hogg represented and stated that he
had secured a purchase for sufficient of the
bonds of the proposed reorganized railroad
to pay off the floating debt of the old com
panies and complete the road, and that he
had secured the aid of parties financially
able and willing to advance money to com
plete the road under the new scheme of re 1
organization, and the old bondholders there
after would receive their proportional part
of new bonds to be issued on said reor
ganized railroad in return for payment of
tha old bonds paid by them. ,
In order to carry out this plan aud ar
rangement it was agreed that the pioperty
hould proceed to sale nnder the decree al
ready entered. It was also agreed that
Colonel Hogg should either in his own
name or should procure some other person
to appear at the sale, and to bid upon the
railroad property belonging to these corpo
rations, for their joint interest and benefit,
and if the same should be sold to the said
Hogg or such person as he should designate,
that the purchaser should hold the same in
trust for the joiut benefit of all the bond
holders, includiug Colonel Hogg.
Accordingly on January 20, 1S92, Zephin
Job, at the request of Colonel Hogg, pur
phased the property for the sum of $1,000,
000, and these plaintiff bondholders, rep
resenting about 5,000,000 of the bonds,
now say that Colonel Hogg threatens to
disregard the agreement between himself
and the bondholders, including plaintiffs,
and now threatens to organize a new com
pany, leaving out the plaintiffs aud other
bondholders, and also threatens to have the
property transferred to the new comnanv
in fraud of the rights of plaintiff) and other
bondholders with whom the agreemeut was
made.
The plaintiffs also claim that Hogg has
conspired with Z. Job to make an assign
ment of all his interest in all the property
bid off by him for the joint interest of the
bondholders to some new corporation to be
organized by Colonel Hogg, or some persou
whom he may suggest, for the purpose of
defraudiug all the bondholders and exclud
ing them from participating in the proceeds
of the sale. They also allege that Colonel
Hogg threatens to execute a new mortgage
on all the railroad property for the full sum
of $5,000,000, which mortgage is to be the
first lien upon the property of the railroad,
in fraud of the rights of the other stock
holders. They also claim that the receiv
er's certificates, to be allowed in payment
for the road, were to the amount ot $250,
00 fraudulently issued, and the bill asks
for reffercuce to determine their validity.
The bill also states that plaintiffs are ready
and williug to carry out the agreement of
reorganization in good faith.
Wherefore, plaintiffs ask that Job and
Hogg bo enjoined from demauding or re
ceiving from Sheriff Mackay the certificate
of sale, or, if it is issued, to restrain them
from assigniug the same to any one, and ask
that, on a tiniil heating of the case, the
court will declare that the said Job pur
cliased the property for the joiut benefit of
the plaiutitfa and other bondholders, and
declare a trust in their favor and to order
and declare that Job and Hogg shall prop
erly take and assign the said certificate of
pale or other evidence of title to whomever
the court may appoint to receive it.
Colonel Hogg denies that he ever made
pny threat to procure Job to transfer the
property to any other company, and claims
that while he was not a party to the bond
holder's agreement, yet he desires to carry
it into effect, aud alleges the truth to be
that Job bid 91,000,000 at the foreclosure
sale, which has to be raised in money to
pay off the receivers certificates and other
indebtedness made by the decree a prior
ltea upou lfte property taremr to the lien
of ly.nd, aud that the bond-holders iu their
agreemeut fail to make 'any arrangement
for the procurement of the $1,000,000 ex
cept by sale of the bonds of the new-com-pany
after' it shall have been organized and
its bonds issued; whereas, under the. de
cree, the $1,000,000 must be paid in im
mediately. . , :
Judge Calkins and John P. Fay, of Seat
tle, appeared as counsel for plaintiffs, and
K. C. Bronaugh and Paul R. Deady for the
defendants.
THE TESTIMONY. '
The testimony offered was entirely in the
form of affidavits, of which each side ' pre
sented a large number, none of them very
long. The forenoon was occupied in the
reading of the testimony for the plaintiffs,
and the reading of the affidavits for the de
fence occupied the greater part of the after
noon session.
.The plaintiffs filed affidavits of Lindley
Smyth an.l De B. Kjim, stating in effect
that all the material allegations of the com
plaint are true; that a committee of bond
holders was appointed at a bondholders'
meetiug, to report a plan for reorganizing
the defunct railroads, and who did subse
quently report a plan whereby Colonel
Hogg was to purchase the Oregon Pacific
railroad and its property at sheriff's sale, or
procure it to be purchased at said sale by
some other person who shall hold it in trust
for the benefit of all the bondholders ; that
the purchasers at such sheriffs Bale should
turn over sheriff's certificate or deed to a
new company to be organized under the
laws of Oregon in the interests of the old
bondholders as their interests were made to
appear; that Colonel Hogg did get Z. Job,
of Corvallis, to buy iu the property at sher
iff's sale for $1,000,000. The decree of the
court provided that no bid of leva than 1,
000,000 should be received, and that 25,
000 should bo paid in cash before the sale,
as an earnest of the good faith of the bidder.
This, the affiants charge, was (tone, and Job
acted at Hogg's dictation in the purchase,
aud that Hogg was bound to purchase in
;ood faith for the benefit of all the bond
holders.
They further allege iu their affidavits
that $14,700,000, par value of bonds out of
the $15,000,000 total, had under the reor
ganization scheme ben deposited with, the
Farmers', Loan aud Trust company of New
York, and umleV the plan agreed upon be
tween Hogg and the bondholders, the new
railroad to be organized was to issue $18,-
000,000 of bonds secured by a mortgage of
all the property of the railroad, and an ad
ditional $10,000,000 of income bonds was
also issued, secured by the net income and
property of the railroad, which new issue
was to be sold and the proceeds applied
first to the payment of the $10,000,000, and
second to the payment of such other neces
sary costs in and about the reorganization
as might accrue, and third, to the exten
sion of the railroad easterly to the Cascades
divide, and for the purchase of steamboats,
and generally to the betterment and com
pletion of the road as originally contem
plated ; that, in pursuance of this agree
ment, Hogg and Job deposited their own
old bonds with the Farmers'. Loan and
Trust company, and fully consented to the
contract, but after Job purchased the road
at the sheriff's sale, he and Hogg both gave
out that it was not purchased aud held for
the benefit of the old bondholders at all.
That Hogg about this time appeared in
New York and prepared to have Job trans
fer the title he acquired at the sheriff's sale
to a new company to be organized, leaving
out the old bondholders, aud proposed and
said that he would cause to be issued what
he called an interim mortgage, for $5,000-
000, aud bonds secured thereby, which were
to be sold to an English syndicate and the
proceeds applied to the payment of the $1,-
000,000 bid by Job, and the betterment
and extension of the road as before men
tioned, thus encumbering the 'property iu
advance by a permanent mortgage of $5,
000,000, and which he proposed should be
taken up after six months out of the pro
ceeds of the $18,000,000 mortgage provided
for in the bondholders' original scheme ; but
nowhere did be offer any security or make
pledge to the old bondholders that the $18,-
000,000 mortgage wonld be taken in time to
pay off the $5,000,000 mortgage. The
plaintiffs in this suit and other bondholders
objected to this new $5,000,000 scheme as a
gross violation of the original contract and
brought this suit to prevent its consumma
tion. :
Samuel S. Sands, James A, Blair, John
Crosby Brown, Stephen H. Little aud Sam
uel A. Stern all filed their affidavits in sup
port of one or more of the objections con
tained in the, affidavits of Smyth and DeB.
Keim, as above set forth.
Bosswell G. Ralston, " president of the
Fanners' Loan aud Trust compay, tiles his
affidavit in regard to correspondence be
tween himself aud Z. Job, which correspon
dence shows that Job entered heartily into
the plan of reorganization, and deposited
the old bonds owned by him with that
company.
Robert Johnson, of Corvallis, tiled his
affidavit, stating the admission made by
Job aud Hogg as to the purchase of the
railroad in the interests of the bondholders.
John 1. Fay filed his affidavit to the
same effect,' and also identified various cor
respondence between certain of the parties,
and the reorganization plan as reduced to
writing by the parties, and various reports
made by the committee of bondholders at
their several meetings in regard to the pur
chase of this property.
The general tenor of all these affidavits is
intended to show .that Hogg had agreed
with the old bondholders to purchase the
railroad and its property for their benefit,
and the plaintiffs endeavor to show by them
that after Mr. Job ha1 bid off the road at
Colonel Hogg's request, he and Colonel
Hogg intimated tlut they had bid it off for
themselves and friends, and not for the
bondholders as originally agreed, and that
this suit is being waged to determine
whether they can successfully do this or not,
THE DEFENDANT'S STOBY.
The case of the defendant in this suit is
shown by a brief analysis of the affidavits
read to Judge Deady by Messers. E. C. Bro
naugh and Paul R. Deady, the delendant's
counsel.
Colonel Hogg's affidavit was sworn to on
, tha 19th of March, 1892, and states as fol
lows; He denies being present at any
meeting of bondholders, or hat he had rep-,
resented to any bondholder that he hail se
cured a purchaser for the bonds of the re
organized railway to an amount sufficient to
pay off the floating debt of the old railway
and to complete the road, or for any of the
bonds, except - as afterwards affirmatively
stated. He denies that he made any agree
ment with bondholders to appear at the sale
and buy the railroad, but Btates that he ex
plicitly refused to enter into any such agree
ment, or to constitute himself a trustee, if
he did buy at any sale. He alleges that the
order for sale was procured by the Farmers'
Loan and Trust" Company, the trustee .for
the bondholders, and not by him, and he de
nies that he ever gave out or threatened that
he would disregard the terms of an agree
ment between himself and the bondhold
ers, or threatened or intended to do
any act whatever in fraud of any bondhold
ers, nor arranged with Zephin Job to make
any assignment or mortgage in fraud of the
rights of the complainants or any other
bondholders. He states that he did not pre
pare the plan of reorganization, or even see
it, and a draft df it was sent him by the re
organization committee that he disapproved,
and still disapproves certain features of that
plan, and so informed the complainants,
Smyth and Keim, and only came into the
plan at their urgent request, and as a conces
sion to secure harmony. He has endeavored
earnestly to assist the reorganization com
mittee to obtain the funds to euable the re
organized company to complete its road ;
that he told the complainants that he be
lieved he had interested certain foreigners
to the extent that they" would enter into
negotiations for this purpose, which prom
ised to be successful, but made no personal
assurance of what these formgu gentlemen
wonld do; that the foreigners .in ques
tion assured the affiant of their willingness
to take up the tecurities of the reorganized
company if the committee would assure
them of peaceful and harmonious action on
the part of the bondholders. The committee
wished to meet the representatives of the
foreign capitalists. The affiant, Col. Hogg,
in response to that request, arrauged such a
meeting. It was held, and as a result, the
sub-committee reported to the full commit
tee the facts of the interview, and they be
lieved that the parties iu question were able
and ready to carry into effect their represen
tations as to taking up the new bonds of the
reorganized company, wheti such securities
were ready to be issued, and when the con
ditions as to harmony of action, and the
support of the company by the old bond
holders were seen to be fulfilled. A few
days after that the foreign representative
sailed for Europe without having made any
arrangement between him and the reorgan
ization committee for providing the $1,000,
000 purchase money. The day of sale of the
property, originally fixed for December 9,
1891, was, on the application of the Farmers'
Loan and Trust Company, extended by the
circuit court of Bentou county until January
20, 1882. As the day of sale drew near, he,
Col. Hogg, urged on some members of the
reorganization committee the necessity of
providing this money ; he saw the complain
ants, Smyth and Keim on or before January
14, 1892, aud. distinctly told them he was
not going to Oregon to attend the sale, but
gave them his address in New York between
the 15th and 20th of January, but received
no communication from them. The day of
sale now being close- at hand, aud as he
found that the committee had done nothing
to provide the purchase money of $1,000,000
which all parties kuew would be required,
he, at the last moment, requested Zephin
Job to appear at the sale aud protect all in
terests by purchasing the property and un
dertaking to pay the $1,000,000, and to en
able him to do so, provided the $25,000 de
posit required out of his (Col. Hogg's) own
funds. Zsphiu Job was the only bidder at
the sale, and bid $1,000,000 for the prop
erty, which was knocked down to him. He
told several members of the reorganization
committee that if the committee would pro
vide the purchase money he would under
take that , Mr. Job would transfer to the new
company all his right, title and interest to
the properties, and that the new company
would fulfill all the obligations of the reor
ganization agreement, and he is still willing
and believes Mr. Job to be also williug to do
this. Early iu February, 1892, the foreign
capitalists' representative, and another gen
tleman associated with him, returned to
New York, and he at ouce entered into ne
gotiations with him to provide the $1,000,
000. , These gentlemen ultimately agreed to
do this if sume proper security were given
for their money, although they complained
that the acts, of some of the bondholders,
including some members of the reorganiza
tion committee, had not tended toward the
promised harmony of action.
These gentlemen proposed that, pending
the formation of the new company, and the
issue of its securities, Mr. Job should assign
his title to some trust company of approved
standing, and that the money should be paid
over to the trust company on their executing
eartificates in favor of the parties paying the
money, that the properties stood pledge for
the money , until the new company should
be formed, ami should issue its permanent
securities. They suggested further, that, in
order to put the railroad into a paying con
dition as soon as possible, the amount to be
provided by their people on these trust cer
tificates should be increased to $3,000,000,
which would enable the instant prosecution
of construction Over the Cascades, and buy
two more ocean steamships, besides paying
the $1,000,000 purchase money, ami various
other most desirable pay meut.
The affiant, Col. Hogg, suggested to these
gentlemen making the trust company of
Philadelphia, of which', Mr. Lindley Sinytb,
one of the complainants, was the president,
the depository of the money, and the issue
of the temporary trust certificates for the
$3,000,000. He suggested further that they
should accompany him and. Mr. N. S. Bent
ley to Philadelphia to meet Mr. Smyth and
Mr. Keim. . At the meeting which resulted
from this suggestion, Mr. Smyth, to the sur
prise of all preseut, including Mr. Keim, re
fused his assent to their propositions and
told them bluntly that if he got hold of the
titles, no matter , how, he should hold them
for the reorganization committee! declining
to recognize any one else, notwithstanding
that such reorganization committee had not
provided a dollar of the money to be paid.
After returning to New York the foreign
representatives suggested that an interim or
provisional mortgage should be made for the
$3,000,000, the same to be paid off ont of
the first proceeds of the $18,000,000 perma
nent bonds to be issued by the new com
pany, but he (Col. Hogg) suggested instead
a temporary mortgage for $5,000,000, hav
ing a term of three years, but with power
for the new company to pay it off out of the
first prDceeds of the new bonis or at three
months' notice, and a draft of such provi
sional mortgage for $5,000,000 was prepared
still making Mr. Liudley Smyth's company
the trustee under it. A draft of the neces
sary papers was taken to Philadelphia by
Mr. Bentley and the affiant, the foreign gen
tlemen having sailed for Europe to arrange
for remitting the money.
The meeting in Philadelphia took place ou
February 6, 1892, Mr. Smyth, Mr. Keim,
Mr. Bentley and Col. Hogg being present.
Mr. Smyth took two days to consider,
and then summoned these parties back to
Philadelphia, then declined the trust, not
ohjectiug to the niortgae. but suggesting a
few verbal changes therein and proposing the
Farmers' Loan aud Trust Company as the
trustee." This not being satisfactory, inas
much as that company was intended to be
the depositary of the permanent bon ds of
tho new company, they suggested the Man
hattan Trust Company instead. Mr. Smyth
having stated that his company would have
been willing to prov ide the $1,000,000, tho
affiant, Col. Hogg, then and there proposed
that they should provide it, and offered to
aid them by reducing the amount
needed by ' bringing in a large
amount of receiver's certificates and
gave them three days in which to determine
their action. . But the next day, February 9,
Mr. Smyth telegraphed, declining, and ou
the day of affiant's arrival iu Oregon, the
16th, to complete the purchase and carry
out the proposed arrangements, the affiant.
Col. Hogg, received notice of the filing of
the preseut suit iu the United States circui);
court. The affiant closes his affidavit by
appending a copy of the reorganization ag
reement. Affidavits supporting this statement, and
stating facts sustaining these allegations,
have been made by Mr. George S. Coe, Mr.
Thomas White, Mr. N. S. Bentley, Mr. I
N. Hazard and others. Perhaps the most
salient paragraphs in the affidavit of M r.
George S, Coe, the president of the Ameri
can Exchange National bauk of the city of
New York, and a member of the reorganiza
tion committee, are those in which he uses
the following language :
WHAT GEORGE S. COE HAS TO SAY.
"I am fully convinced that all difficulties
which have grown out of this sale have been
the result of misunderstanding by the plain
tiffs and a misapprehension on their part
that Col. Hogg was seeking to secure some
personal advantage over them not in strict
accord with the terms of the reorganization
agreement ; and that this misunderstanding
is the result of the failure to insert some pro
vision in the reorganization agreement for
the securing and payment of the cash re
quired to complete the purchase.
"The decree of foreclosure and sale pro
vided that the., property should not be sold
for less than $1,000,000 in cash; and the
fact that this sum would have to be paid be
fore the title could be taken in the name of
the proposed new company, aud nseqnenty
before that comoany cinld issue any bonds,
Uyou which the necessary cash could be ad
, vanced by the foreign representatives, is ap
parently overlooked by the complainants. I
never beard of any of the members of the
reorganization committee state or intimate
that Col. Hogg was under any obligations
to advance this sum of money personally.
As a matter of fact, he could not do so under
tha reorganisation agreement, as it made no
provision for repaying or for securing tho ad
vance which might thus be made; and I am
very sure that none of the bondholders ex
pected him personally to make such an ad
vance. It was assumed by all that the pur
chase money would be obtained from the
foreign represectitives and that they had
made such assurances in entire good faith,
aud were able and willing to carry them out;
but as prudent business men, they could
not advance money on bonds which were
not in existence. ' That I am correct in my
view of the matter is evident from the bill
of complaint and the moving , affidavits.
The complaint appears to have been verified
by John P. Fay, who, as I am iuformed and
believe, is a lawyer resident in Seattle,
Wash., and since the commencement of this
suit admitted to practice in the state of Ore
gon. He could have had no personal knol
edge on which to base the allegations oon -
tained in the complaint with reference to
what took place in New York and Philadel
phia in relation to the proposed reorganiza
tion. Even the bill of complaint, which
contains allegations of statements made by
Pastry Without Butter.
- Light, flaky and digestible pie crust and all kinds oi
fine pastry can be made with Dr. Price's Cream Baking Pow
der without butter or with one half the usual portion, if pre
ferred, or with a small quantity of lard or other shortening
as desired. Pie crust made in this way is more wholesome
and digestible besides being more economical and easier pre
pared in addition to saving all the butter if desired. One
third the "flour is also dispensed with, and the crust is rolled
that much thinner, the raising qualities of Dr. Price's Powder
swelling it to the requisite thickness.'- Those who enjoy the
appetizing qualities of the delicious home made pie will
rejoice to know this secret.
. Dr. Price's Cream Baking Powder is the only powder
that contains the white of eggs.
Dr. Price's Cream Baking Powder is re
ported by air authorities as free from Ammonia,
Alum, or any other adulterant, v In fact, the
purity of this ideal powder has never been aues-. '
tionecU -
Col. Hogg, at a meeting at which he was
not presBut, in respect to an agreement
entered into by him concerning the
organization, at . a time : when
no plan of . reorganization . had
been agreed upon, does not anywhere allege
that the defendant, Hogg, agreed to advance
tho purchase price upon the delivery of the
sheriff's deed. The affidavits of Messrs.
Smyth and Keim show clearly that the
object'.in securing the foreign capital was for
the purpose of paying the receiver's indebted -ness
and other (charges existing against the
property, and of furnishing the money neces -
sary to complete the purchase and extend tho
railroad, Mr. Smyth's statment being that
Messrs. Keim and Hazard had a confer
ence with Colonel Hoger and a gentleman who
was stated to be the representative of foreign
capitalist!, who had capital seeking invest
ment, and who would advance the money to
pay the receiver's indebtedness and other
charges now existing against the property.
and to furnish the money to complete the
road : while Mr. Keim, in his affidavit,
states that the foreign capitalists are prepar
ed, if the company should be reorganized up-
on tne oasis inuicnieu mm uwirei
tn nnrnhash enough of the new issue of bonds
to pay for the receiver and the completion of
the road. . .
"In the same affidavit, Mr. Keim makes
this statement: 'The plan, as drafted, was
based entirely upon the representation that
the foreign parties had substantially agreed
ti tnVn enonfh of the bonds to make the cash
payment, estimated at abput $1,000,000, and
to com plete the road.' In other words, while
thecorumite PXDected to obtain the amount
needed to complete the purceose, from the
foreign capitalists, it here plainly appears
the fact actually was, that this money was to
Va nd vanned urion thcibonds of the new com
pany, thus leaving a necessary interval be
tween the time or tue completion oi me saie,
the conveyance of the property to the nevy
comnanv. and the is?uo of its bonds.
"This is also apparent in the affidavit of
Mr. James A. lilair, who states mat x in
formed him that Colonel Hogg had assured
me that he had concluded arrangements with
some svndicato -of foreign capitalists to pur
chase the new bonds to bo issued under tho
pl:in of reorganization and thereby secure
sufficient funds to make the cash payment on
thenurdinseoftheroad. etc M r. Blair here
falls into the same error as the-complainanls
in not perceiving that the purchase price
would have to be naid before the new bonds
could be issued and consequently that there
would have to be a temporary loan secured as
a prior lien upon the property, until the new
company could be formed and take title to
the property and issue the new bonds."
LEGAL AUTHORITIES.
When Mr. Paul R. Deady had concludod
the reading of the affidavits for the defens .
he stated that he wished to adduce some
legal authorities on the subject, and rpad
several extracts from the books bearing on
the case, and finally asked that if the in
junction asked for were not granted the writ
be dismissed, as, if it is allowed to proceed,
it will prevent Colonel Hogg from carrying
out his plans for raising the $1,000,000 and
reorganizing the road, and will be prejudi
cial to the interests of all concerned.
FARMERS' LOAN AND TRUST COMPANY.
Then Mr. J. R. Bryson.of Corvallis, pre
sented a petition on behalf of the Farmer'
Loan and Trust Company, who, as trustee fin
all the bondholders, propose to intervene in
the suit. He spoke at some length, and quot
ed authorities in sepport of the right of the
company to intervene and have these pro
ceedings dismissed, and to induce the oppos
ing factions of bondholders to settle their dis
putes. He thought the stipulation which had been
prepaired for signatures by Hogg and Jo
and by he Farmers' Loan and Trust Com
pany, defining tho conditions lor dismissing
theso proceedings, should be satisfactory i
all concerned and ought to pave the way fn
resumption of work on tho road, as well
for the payment of all the obligations of th
receivership.
njii stipulation.
The gist of the stipulation proposed is si
follows:
That, in consideration of the Farmer '
Loan and Trust Company refraining front
moving to sot aside the tale, which it m w
stipulates to do, and in i'ur her consider! -tion
of the dismissal on May 2,1892, of the
Lindley Smyth suit with the consent of the
plaintiffs therein, and the withdrawal and
termination of all litigations brought against
said Zephin Job for the purpose of prevent
ing the completion of .'the sale, he (Job)
stipulates- that thereupon, and if no other lit
igation is commenced, he will hold all the
property purchased .by him at the said sale
and convey it to h npw company to be formed
for that purpose, which shall issue the securi
ties provided for by the reorganization
agreement, witho it any further modification
than thatheshall beat liberty to hypothecate
tho said property so purchased for such
amount as may be necessary b provide the
money to be required to complete the pur
chase, $1,000,000. and to pay al I claims exist
ing against the property at the time of its con
veyance to the new company, including the
expenses connected with th. sale and reor
ganization, together with interest thereon
from the time the same is paid, the said Job
or said new company to beat liberty to hy
pothecate the said property as security for
such additional sum as may, in the opinion of
a majority of the reorganization committee,
with the concurrence of the directors of the
new company, bo advisable for the purpose of
paying an v amount equitably due, forming a
lien on any property of the combany, purch
asing steamships and other necessary equip
ments, extending the railroad, this additional
sum, however not to exceed $2,0ti0,000; and
that the said property shall be released from
the lien of any such hypothecation as soon as
a sufficient sum for that purpose can be ob
tained from the contemplated issue of bonds
as provided by the terms of the reorganiza
tion agreement under the first mortgage for
$18,000,000 and the second income mortgage
for $10,000,000.
The case has been argued and is now un
der advisement.
; DOiIjJ.RS.
Silver Dollars.
F
Saved to the Farmers, Mechanics and Work-t
ingmen by wearing the McDonald all wool
Heavy Pants at $2.50 a pair, made in St.
Joseph, Mo.
KF'OIR SALE jJH-
Headquarters for Men's Outfits.
I -WAHT TOOK ATI EITION
Other interests demanding my time and attention, I have
determined to close out and discontinue my hard
ware business, and in order to do so I
have resolved to sell stock
now on hand at
GREATLY REDUCED PRICES.
P3
Will Sell Cooking Stoves, Buggies,
Carts, etc., at cost.
Heating Stoves at LESS THAN COST. Many articles
at your own prices and nearly everything else at lower
prices than they have ever been sold at in Corvallis.
3". 33. CIjARK.
M
o
HAND IN HAND.
In selecting shoes you
should bear in mind that
good quality; and moderate
prices go hand in hand at S.
L. Kline's. In touching upon
the matter we will dwell only
longenongh to inform you
that we handle the handsom
est line of footwear to be
found in town, and with this
stock always on hand we are
able to hold the best patron
age. '
We hare reduced our $5.00
French kid shoes to $4.50 and
our $3.00 kid hold up their
high standard of excellence.
'Jur$2.50 L dies, kid sho
combines good sty te.- god
service and economy, asthe.v
are the best slices tyer made
for the money. Tennis and
Bicycle shoes in all sizes at
KLINE'S-
Tue Regulator of low Price.
DOLLARS
o
o
o
o
w
SUMMONS.
In thr .Ttjstiok's Court fob Precinct
No. 9, Kkkton County, Oreo.
"WM. GROVES, Plaintiff,
F. A. IIOKNING, DefondantJ
Tn F. A. Horning, tho ftbovo named de
fendant: In tho name of tho state of
Oregon, you are hereby required to appear
before the undersigned, a Justice of tho
Peace for the precinct aforesaid, on the 11th,
day of Jane A. D 1892. at the hour of 10
o'clock in the forenoon of said day, at the
office of paid Juctice, in said precinct, to.
answer the above named plaintiff in a civil
action. The defendant will take notice that
if he fail to answer the complaint herein on,
or before the said 11th, day of June, 1892,
the plaintiff will take judgment against him
for the sum of $122.00 together with the
co.ts and disbursments of this action. This
summons is published in tho Corvallis
Gazkttr bv order of the undersigned D.
Carlile, Justice of the peace of said precinct,
hearing date of April 28th, 1892. Given
under my hand this 28th, day ot April 1892.
D. CARLILE,
Justice of the peace in and for precinct
No. 9, Benton county, Oregon.
msS0LUT10N NOTICE.
The copaitnership heretofore existing un
deA the firm name of Hyman & Brownell is
this day dissolved by mutual consent. Mr.
Hyman retiring from the lirm.
Wishing to close up our business by May
1st, all parties knowing themselves indebted
to the firm will ple-se settle their accounts
immediately. Either partner will sign in -liquidation.
A. J. Hymajt.
Albert Brownell.
Dated at Albany Or., this 15th day of
April 1892.
Having purchased the interest of J. A.
Hyman in the "Albany Nurseries" I shall
continue the business at the old location on
an enlarged scale.
Thanking our many friends for their
liberal patronage in the past I shall en
deavor in the future, by fair and liberal
dealing, to merit a continuance of your favor.
Albert Brownell.
Dated at Albany Or., this 15th day of
April 1892.
Benton Connty
psracj c:o.
Complete Set of Abstracts of Benton
County.
Cos7ejaacisg I Perfecting Titles a Specialty.
Money to Loan on Improved City
and Country Property.
JJ. IMLEH CO., - Proprietors,
MAIN ST.; CORVALLIS. -
J. M. APPr.EWniTE.M. D..
residence North 9th Street.
H. 3. PEKNO'f , M D., resilience 4th street, two
doors north of Opera House
Applewhite fc Pernot, '
PHYSICIANS AND SURGEONS,
Corvallis, Oregon,
Offices over J. D. Clark's bard
ware store, and at 11. Graham's
drugstore. Hours: 8 to 12 a. m.) ,
1:30 to 5, and 7 to 8;3P j, .