Th OREGON STATESMAN SalemJ Oregon; gondii Blohifng-ypyemScr 22, 1931 '.ki. fAGE WIWC- eoTgamzatmn , i m Empire BiHicukies Beset R Company EftiPIRE HOUSE 'v TRQUBLE LQPMS IN EMPIRE! t ii in linn win i -" ' r f ! rffn nr' ft- - . ' , - i : .. - - ! ; ! -i j, ' ' Now Rain Descends, Floods Come, Winds Biow and Hopes are Slight (Continued from pase 5) ors voted to reduce the. weekly cah payments to Keller to $1000. a part of this going to salesmen. Tt U also known that since July 21. 1931, certain "assets" then extant have been collateraled to secure bills payable or sold to proride cash. It is also known that ia August, Keller came to Salem personally and approached a reputable business man offering ltim $15,000 a year salary to serve the eompany as treasurer. Wheth er similar offers were made and accepted is not known but If they were agreed to and additional salaries, were drawn upon the weakening "tide of Empire" there Is scarcely faint hope that the condition of the Empire Holding corporation had improved an iota since July 31, 1931. There ia every reason to believe the cor poration's financial position might steadily have been growing worse. Method of Hirlag Saleenuue Noted Keller's methods were extreme- improvident. Incontrovertible evidence was brought to The Statesman oa Saturday showing how Seller hired salesmen. A man driving a cheap car, came to the Emjqlf-e offices In the Terminal bales i building, and sought a Job.1 Keller hired him. He asked him at once what kind of car he drove. When informed of the light, inex pensive make, Keller was dis pleased. Taking a phone he quick ly negotiated a trade-in deal on a Buick car and sent the newly hired salesman after the car, giv ing him $20 with which to clean up, buy some new clothes, look like something! It is also true that prior to April 1931, the bookkeeping methods of the Empire Holding corporation were exceedingly lack adaisical. In that month Ed Ad ams, a brother of Dr. Wilson R. Adams, vice-president and treas urer of Empire, worked as audit or. Another member of the fam ily. Martin Adams, son of the doctor, and a University of South ern California student, became auditor. Later R. W. Clancy was to protest, against this nepotism but without avail. He was to ask again and again but ineffectively that an independent auditor be employed to examine the com pany's books! The audit of the state July 31. 1931. confirms this tardiness in starting the bookkeeping on the Kmpire company. Seventy-five thousand dollars in cash for sales had been received and $65,000 had been spent before the books of the corporation were in suffi ciently regular shape to permit an audit! Furniture Fixtures Total assets . 500.09 .$25,454.31 The Immediate liabilities of the corporation as shown by the audit and business men knew that while assets may shrink, liabilities sel dom do, but often Increase when a company's solvency is question ed and creditors hurry in with de layed: bills are' as follows: . Note payable ....L$ 9000.00 Accounts payable 8039.01 Salary credits .. .. 21,926.01 887.94; ' ' .Ttms towards paying thia f 105,987.95, the company had: Assets ........ ;...f25,454Al Xiabllitlea .. . . . . . . . 886547 Total liabilities aside from stock $38,9(5.07 The notes payable are regular and collectible. One was to R. W. Clancy for actual cash advanced of $4000. The other was to A. E. Kern ft Co. for printing. The ac counts payable likewise were reg ular and Immediately collectible. They were: Enllghs-Baker Co. $ 1.00 Gen. Litho. Co. (5.05 Helwig Chapman ft Co. 9.234.32 A. E. Kern ft Co. 643.00 Remington Rand Bus Service . D. C. Wax J. E. Harvey , Gwendolin Weaver R. C Charters E. A. Dixon 1,541.91 131.25 229.21 5.00 $7.07 150.00 ToUl $8,939.00 The salary credits, similarly. were due and payable. Every bust ness man knows that salary, duly contracted for. is a claim before any dividends to stockholders and certainly before the return of any capital to a stockholder. The sal arise due July 31. 1931, and at that time unpaid, were: Wilson R. Adams ....$ 4,417.23 Dr. R. W. Clancy .... 50.00 0. P. Coshow t, 9C 8. 50 1. H. Fetty 3,878,09 Frank Keller, Jr. .... 6,424.19 J. H. Stockman 3,187.50 JNET DEFICIT .... .813,8114 - THEREFORE IF THE 830 SHAREHOLDERS OR EQUITY SHAREHOLDERS HAD BEEX WILLING JULY 81. 1931, TO PUT 81Sjm.3 INTO ' THE EMPIRE HOLDING CORPORA TION. THE COMPANY GOULD HAVE PAID ALL ITS KNOWN BILLS AND RETIRED FROM THE FTCLD LEAVING : ITS 4 164 ,987.94 THE EXACT SUM OF NOTHING. IT COULD HAVE ALSO RETURNED $78,000 IN MORTGAGES TO THE PEOPLE FROM WHOM IT HAD TA1NED THEM! Now If one is generous and does not adopt the balance sheet of .the corporation 'commissioner's own auditor, slightly more pleasant re sults are forthcoming. ; Assume that the mortgages ere the prop-; erty of the Empire Holding corn pany, that mulcted, disgusted, hurt stock subscribers do not sue, attach, and demand return of these mortgages. GIte these mort gages the liberal appraisal of $55, 050. Sell them on the present market. The resalts are these Sale of securities $55,050.00 Pay current liabilities 13.511.30 selling assets $ 34.431.14 PAYMENTS IN FULL, - ; Adams,---Keller,. -! Stockman, Petty.. 92.500.00 Remainder needed to . . - r form company. , . . 23,003.00 $21,926.61 Nor was there any agreement in the contracts of the quintet, Ad- R. W. Clancy. (lower left) who pale 510,000 In cash to the com pany, is irked by policy of the 8100,000 stock baying quintet, This week he is reported to have had a flat right with Jay H Htorknun. anner rlsht) Empire's counsel. Clancy is to lead a eronn of stockholders In an effort to oust the present directors ams, Coshow. Fetty, Keller, or at the December 7 meeting of Empire shareholders. He is busy Stockmsn that these salaries were now gathering proxies. Frank J. Keller, Jr., (lower right) sales to be applied on stock. The sal- counsellor, is reported to have resigned and is variously reported arles might nave been thus usea, mm Uinir Ntrwk in the CornncoDla mlnee in wasnminon or sew uui iu uimuu was wnu iu uui- lnc stock in another Oregon concern,. Stockman and O. P. Co- cers. W. C. Hagerty's contract show (upper left) both visited menu in aiem, rioc.mn um- i .. " "- u m.tf tnr . hnur with an attorner. Coshow was I to put $3000 annually of his .. . ... I . . r. n J I l 1 t 1L. lU. reported to The Statesman as a somewhat silent onlooker at me urawmss oaca iu u iu. uu. r . 1 v lmnis. anil thns 4a llrr nimiAlf MMtfoMnM Aithnnrti tin rrrrt mioT friends ftere. iu .' - , c - I I LI. !. 1 . . - . or fimnMil rni1r! Indicates Salary Now to answer the question of possible salvage of the Empire company, which resolves itself into an analysis of assets avail able or projected with which to meet liabilities. It must be borne constantly in mind that not a single subsidiary to write fire or life or casualty insurance ronld have started doing busin ess, let alone making money, be fore 8150,000 for each company fa cash, state, municipal or feder al bonds of gilt-edged first tnort g-.ges, had been deposited with the state treasurer! The following figures and state ments are based on the corpora tion commissioner's audit July 31. 1931. The first asset of the company was cash in the banks of 835.50. Then there were stocks and bonds on hand in the total sum of $24, 7 SO. Unquestionably this apprais al ia hieh'for one item of $8500 is for Reedsport bonds now sell ing :at a small fraction of par on the Portland markets. A large block of bank stock listed Is prob ably unmarketable at the stated value. Such items as the L. I. D. securities of the city of Vancou ver. Wash., are . not saleable at par as listed. The Statesman feels that a conservative evaluation of these holdings would show this item to be marketable at not to exceed $16,000. It is to be noted that the auditor reveals that the one S200 Liberty bond in this group of assets was sold August 17. indicating the Empire Hold Ing corporation was not making any strenuous attempt to keep a backlog later to be used to qual ify its five great subsidiary com nanies but was marketing its - trade-in securities when and If op portunity offered. Fortunately the market for Liberty bonds tan en m by salesmen remained good! Accrued Interest Debatable Asset The "next item listed as an as set was accrued interest of $15, 39 3. This Included large blocks of interests on the $15,000 notes . of men . like Coshow, Adams. Stockman, Keller, Fetty. There Is nn evidence Hi the audit that a whit of this interest was paid! from month to month as the notes ran. The facts revealed by the au dit make this interest item of little if y certain value. Since interest waa to come from notes taken for stock whose en tire sale had been clothed under a false oath, or on traded in - stocks and mortgages, since there ;bad been no regular collection on ' subscription notes since the in terest on the larger notes was 'quite .well swallowed p by the : "modest and prudent" monthly salaries, this item should, in our o dIii ton. be valued at nil. Tim next "asset" is $182,454 organization expense. This means ? c. J. Keller's 1V percent commis sions, it means $73,181. salesmen mtmcnti. it means xiu.izs or ganlxatlOH expenses! Translated from monev into possessions - It leans eaultlea. Itt-Wgears. wrge piles of prospectuses, copies of telegrams and wires galore, fumes of thousands and tens of thous ands of gallons of gasoline! Al though a limited organization ex pense may be carried as a defer red asset in a corporation, since no operating companies had ever been formed to assume this item, the "asset" has little If any val ue. Certainly It would pay no Em pire princers, would not compen sate the modestly paid officers for a month ham and eggs and would not even allow the reupholsterlng of, the red davenport or the re plenishing of Keller's little desk stand wlierein was stored the treasure he used effectively on salesmen, prospects and himself! I. H. Fetty'8 advance of $118.- 72 is an asset and Is probably good although Fetty was still short $18,500 on his $20,000 "cash"' payment July 31, 1931 and to have matched Coshow s, Kell er's and Adam's payment would have needed to pungU up $500 more! Assets of Magazine Of Small Value The assets of the corporation bear a $16,177 advance to the Westerner Publishing company As The Statesman has explained, this consisted of a few type writers, some cigars and cigarette Claim Retained stubs and the ashes of hope. Val ue of the asset: nil. Furniture and fixtures green carpet, walnut desks and gut-iet- teringrm the doors it was excel lent lettering, by no means mod est but glaring and garish are listed at the depreciated value of $16,868. Nothing is shown of moneys due on the furniture but Hens there were according to the state's auditor although the exact amount of these does not appear. Judge Cosbow's declarations last week clearly Indicate that he considered his Balary an Imme diate obligation, one duly con tracted, one which on the books of the company was already long past due. How firmly the judge believed this salary his is reveal ed In his statement that if he were removed as president a suit on his part would follow to enforce his $108,000 10-year salary as Empire's president! Provided the contracts were legally executed . . m M f 1 M MM. The item or iunmur the jadge's position seems, in or tureS. as far as a marketable Vf 7. ,i..- a-r eauitv value of the Empire's mul ti-colored suites could scarcely ex ceed $5000 as this one appraised it. Using the state corporation commissioner's audit, therefore, and making due but liberal allow ance for the explanations made in that audit, The Statesman lists tha Emnire's liauid assets Bhown on the left side of the state's bal ance sheet as follows: CASH - $ 55.59 Stocks and bonds 24,780.00 Interest accrued 00.00 Organization expense - 00.00 I. H. Fetty advance 118.72 Westerner Pub. Co 00.00 Salient Portions Oregon Code on Perjury, Fraud, False Statements wvottibtrs have come to The Statesman for succint data on I the Oregon laws relating to the conduct of business institu- tions, especially as regards stock saies. mner wquin come regarding the code's provision on false oaths. The States man herewith presents excerpts from the Oregon Blue-Sky law and other relevant portions of the state's code. SECTION 25-1320. PENALTIES FOR RLUE SKY LAW VIOLA TION " Any corporation, partnership, association. Joint stock company, trust or unincorporated organlsaztlon which shall violate any or the provisions of this act shall be deemed guilty of a crime and, upon conviction thereof, shall be fined for each offense not nvore than $10,000. Any person other than a corporation, partnership, association, joint stock company, trust or unincorporated organ isation who shall violate any of the provisions of this act shall be deemed guilty of a crime and, upon conviction thereof, shall k frir each offense by" imprisonment in the peniten tiary for not more than five years or in the eonnty Jail for not more than one year, or ny a line oi not mre " both fine and imprisonment. cpcTinv .in2- STATEMENT REQUIRED. This section reauires every applicant for a permit to present a "full statement of facts, daly verified by the executive officers of the issuer and three directors or trustees Ibereof." r,-,-Trnv ot.n.i KruKMFS TO DEFRAUD OVERT ACT r i ,v a - Any person who shall, alone or In conjunction with others, de vua nr attemDt to devise, any scheme or artifice to defraud any person by securing subscriptions far, or by promoting or nego tiating the issuance, transfer, distribution or sale of any secur ity, and who shall, for the purpose or executing or attempting aToonfa unch scheme or artifice, commit any overt act within this state, shall be guilty of a crime and, upon conviction there of, shall be punished as provided by section 25-1320, Oregon Code, and the amendments thereof. aonrrnv o-ciftojt WRArmrTJENT REPRESENTATIONS OR 0UVJlV. mrM.M w. mvrvu.UKVT PITN1SHED. Any person with intent to induce the purchase of any of the ...uioa heroin mentioned who shall, by the use of any writing or token, or note or memorandum thereof, knowingly or reck lessly, with intent to deceive or defraud, make any false state ment,' or knowingly or racklessly. with intent to deceive or de fraud, conceal any facts materially affecting the value of any ..h .mmi rules.- shall be guilty ef a crime and, upon crfnvlction thereof shall be punished as provided by section 25-1320, Oregon Code, and the amendments thereof. Hvrrfnv 23-112. ADVERTISING SECURITIES REGULA- irv ln RRSTRICTIOJfS. t .haii h unlawful for anv issuer, dealer or broker, or his Mnt in Issue, circulate or deliver any advertisement, pamphlet, ,.i.i4. r othr document in regard to such securities as are not within the exceptions in said sections 25-130225-1308, Ore t. . until fter such issuer, dealer or broker snail h- hn ia.Hd jr-ermit to sell such securities In the state of nr.rnn. as nrovided in this act, and it shall be unlawful for any. such isener. dealer or broker or hi agents to issue, circulate or deliver any anch advertisement, pamphlet, circular tmt other do-; nnaent. . ,., ' ... .. . crmnv AAtf. PERJURY. - This section provides that "every Preon convicted of the crime of prrjary, committed otherwise than in a proceeding before a inRfW. or convicted of the crime of subornation of Deriary. liowevw' committed, shall be punished by imprisonment la the penitentiary not leea was i -w -- dinary business procedure, beyond cavil. Someone will ask: What about the hundreds and hundreds oi thousands of dollars of notes re ceived on stock and not paid! ur. Stockman suggested, these were assets" and collectible. But were they or are they? First, over half of the total is in large notes. $5000 315.000. $20,000. taken from the directorate oi r.mpire The Statesman put this question to an auditor in the corporation commissioner's office: "How much is the realisable value of the sub scription notes, considering that the officers and directors lestmeo to paying the aggregate of $100,- 000 in cash for tneir stoc- and actually paid $500 down, taking Individually commissions of $3000? How much could oe col lected on these notes or wnai is their sale value?" The questioner sueeested that the $667,llb.Z might bring $600. He was laugh ed off and the auditor suggested 160. It is to he noted In this con nection that officers of the Empire Holding corporation report collec tions on contract notes for stock have virtually ceased since the stock selling permit was canceiea November 6! But could not one lind otner as sets? Evidently tne corporauou commissioner's auditor conld not for he did not list $7S,uz in mortgages traded in on stock as an asset, nor did he so list the contracts receivable in the amount of $20,000 nor did he so list oen Left tor company use. .$34,438.04 'Including salaries by contract to officers. If the eompany thus desired to go into the insurance business. towards the $150,000 minimum needed it would have $34,438 or 23 per cent. To obtain this $34,438 to go into the insurance business the expense outlay would have been as shown by the audit: i Organisation expense ' ' and commissions. $132,454.30 Westerner 10,292.48 Notes payable (cleaned up) .... 9.000.00 Accounts payable (paid) , 8.939.0$ Salaries completed .. 21,926.01 Total paid ...... .$188,012.48 This would mean that these "modestly paid' officers and that this "prudently" adminis tered company, instead of con finine ita organization expenses to 20 per cent, had at the close of business July 81, 1981, 884, 438.04 available for its first, great, vast subsidiary company and that this had been obtained as a cost of $188,012.43! The expense allowed on the permit issued December 10, 1030, by Corporation Commis sioner Mark D. McCallister was 20 per cent! The expense Incurred and ac crued dp to July 31, 1931, to pro vide $34,438.64 for the subsidiary companies. Drovided assets had been liquidated about as apprais ed bv the auditor, was 548 per cent of the total moneys available for the subsidiary company! These facts, bear In mind, adopt the theory that the mortgages trade-in were unqualified assets of the Empire, to be marketed, when, if and how that corporation desired! We quote again: 26 And every one that herth these saying of mine, and doeth them not, shall be. likened onto a fooliih man. which built hi lionae upon la aand. 27 And the rain deaeended, and the flood tm, and the winda Hew. and .... iuin that home: and it fell: ana great vat the fall of it. -j j If In at pa1 o f nroceedinx with ! the securing of $150,000 to start a subsidiary company, the Em pire group should elect to dissolve and to pro rate assets on hand, including mortgages, how much could be received? There would be $165, 987 ia stock over which the thin assets would need to be spread. To this would have to be added $78,062. for it the mortgages were taken as assets of the Empire Holding company and sold, the sharehold ers' equities would be Increased by Just that much amount. The figures would therefore be as fol lows: Shareholders' equity July 31 $165,987.94 Added equity by accep tance of mortgages ) and application to stock 73,062.65 Total 1st class Invest ments or cash need ed to form com pany ........... $150,000.00 . : Can the quintet, of organisers make such payment? The States man does not purport to be a fi nancial rating bureau. It quotes herewith the "net worth? of the men indicated on. their solemnly made statement November 14, 1930. Coshow, no statement; Fetty, $75,000; Adams, $50,000; Stockman, no statement; Keller, $100,000. Since, January 1, 1931, the monthly . salaries paid these five men while-perhaps "modest and prudent-should have been ample to maintain ordinary . living ex penses -and to v have" -left their original "net worth", untouched. Certainly Keller, making $10,' 000 annually as-sales counsellor. and with an easily controlled brother, C. J. Keller, receiving seven and one-half per cent com mission under his contract on the sale of more than $800,000 total stock, should be able to pay! Adams, a successful doctor. It would seem Was well able to pay. Judce Coshow in six and otoe- half Years on the Oregon bench drew-salary, approximating $48,- 750 for the period from tne Ore gon taxpayers. He is known to have on deposit In one financial Institution in Salem at a recent audit between $7000 and $8000. Fetty's financial standing is only known to The Statesman through his statement of net worth sworn to November 14, 1930. Stockman made no statement on financial worth. He has al ready told this writer he is will ing to do anything possible to make up his subscription. Offi cials at the state capital say Stockman has long been an ap plicant for a legal position at sal aries ranging from $2400 to $3600. What his average yearly earnings in Portland have been are not known. Company has not Earned Anything It should be observed that the Empire Holding corporation nev er made one cent in its 12 months' history from the actual operation of the businesses in which it was to engage. Obvious ly this was impossible since It never sold a life or fire or cas ualty, insurance policy, never ex amined a title or wrote title in surance and never engaged in the mortgage loan business! It was Indeed a ghost ship, sans engines, sans . hulk, sans rudder, sans everything except "modest and erudentry paid" officials I ! .Virtually every cent spent by-. Empire waa from capital In vestment; money men, women, many of very small means, had "invested' to become part of ' the backlog each individual so ; earnestly and rightfully craves as protection against hardship, . disaster - and inescapable old age! .w.. The only approach to operat ing income was $15,758 which came, according to the report, from interest earnings on sub scriptions or on stocks taken in. But this was not from any busi ness In which the company was to engage and even this compara tively. Bmall Bum was spent Im mediately and overspent by $4707, the funds going out in a separate list of expenses of which for salaries the amount was $14, 977.47! Tuesday The Statesman will outline plana for reorganiza tion being proposed by Dr. R. W. Clancy. It will discuss the ' quandary stockholders find themselves In. It will reprint a portion of a supreme court statement by Jndge Cosbow. It will mention the judge's pol icy on the responsibility of di rectors of corporation when In 1981 he thought some of his own property waa involved! ! i v ! ' ' i ' ; : Total obligations to stockholders . . .$244,049.59 Available for distribution $34,43.ss Per $100 share vallable wishes It nis- f-S n - . 0 . m- - mm. accounts due on stock of $ia- tlnctiT onderstood that these cal All of these items he subtrac ed ""S""" based on the state from the stock sales, later giving . , . lm tnd the net capital stock Issued and paid. Mortgagee Deemed Not Clear Property audit made that succeeding stock sales and exnenses may have materially al tered this ratio. Tne ugures are also based on conservative, llqul Evidently he did not consider f RmT)lrR aggets and the mortgages clearly the property .,- that the com- of the Empire eompany until the stock subscribed by the party trading in the mortgage had been paid for. Legally the mortgage is the Empire's property to do with as it Bees fit. Just as a down cas'a navment was the company's. But the auditor noted toe tact mat many of these mortgages were rag tag specimens; taxes long since due. Interest unpaid, security Im paired. Not all the mortgages were poor; some widows, orphans, hard- work in nrofesslonal men naa parted with gilt-edged security. The auditor appraises these mort gages not at $73,062 but at $55.- 050. Contracts receivable of $20,000 were not considered as assets by the auditor in his balance sheet nor were open accounts of $10,- 065. The latter consisted either of nost-dated checks or else were simply salesmen's reports that such and such a party had agreed to buy stock on a future date, whereupon the "deal" went into the books. In addition to current liabili ties of $38.985.87, there appear on the balance sheet liabilities to stockholders in the total of 9103,987.94. Of this, stock Is sued and paid for to $74,100, which undoubtedly Is Empire stork siren In trade for market able bonds or mortgages or for cash. The Other item constltnt- tag the $185,987.94 total fa net , paid stock equities ot $91- on the assumption that the com nanv. before repaying its share holders anv funds, wouio pay us general and note creditors ana its legally hired and contracted for officers In full. Thus far one possibility has been overlooked. Should tne Empire shareholders on ue- ; ceraber 7, 1931, care to go ac tually Into one line of insur ance business, they might very logically seek to obtain FROM COSHOW, ADAMS, KELLER, STOCKMAN and FETTY, PAY MENT IN CASH FOR THE BALANCE DUE ON THEIR 100.000 -stock subscriptions which more than a year ago, November 14. 1930, these self same five men solemnly swore had been paid in FULL IN -ACTUAL MONEY! With this money on hand the Empire would be materially near er its goal of starting one Insur ance company. Pay in r all its bills and notes and salaries up to July 81, 1931. and assuming that Income baa balanced outgo since that time. the outlook would then be Funds on . hand after Too Late to Classify wiia Safety wklk Safety P: OH GUM-DIPPED TIRES Firestone Gum-Dipped Tires, the world's strongest and longest wearing tires, and good brakes, certified by our brake engineers, are a combination that insures complete safety on any kind of road under any driving conditions. Don't take chances with smooth tires and faulty brakes. Drive in tomorrow for a com plete inspection for your safety and the safety of your family. OLD FIELD TYPE When you buy two, price each $4-00 Suw Eb Per Pair 4.50-20 $5.60 $10.90 4.50-21 . . 5.69 H.IO 4.75-19 6.65 12.90 4.75-20 6.7S 1314 500-19 .6.90 13.60 5.00-2O . 7.10 13.QO 5.25-21 . , 8.57 I6.7O 5.50-19 8.90 1730 6.00-18 H.D. 11.20 21.70 TLa-r-waa nit ffmi1r-L Trial AllOWea. . JckKM Barn. WcKKlburn. Or. W. 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