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| John Pierpont Morgan. |
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| Andrew Carnegie, |
Cortland Evening Standard, Tuesday, February 26, 1901.
BILLION DOLLAR TRUST.
Articles of Incorporation Filed In New Jersey.
CHOCK FULL Of GENERALITIES.
Under Cover of Well-Worded Phrases the Articles Reserve to the Company the Right to Do About as It Pleases With the Small Stockholders.
TRENTON, N. J., Feb. 26.—Articles of incorporation of the United States Steel corporation were filed yesterday in the state department. This is the gigantic Carnegie-Morgan combine. The articles of incorporation provide:
First—The name of the corporation is the United States Steel corporation.
Second—Location of principal office in the state of New Jersey is at 51 Newark street in the city of Hoboken, county of Hudson. The name of the agent there in charge thereof upon whom process against the corporation may be served is Hudson Trust company. Said office is to be the register's office of said corporation.
Third—The objects for which the corporation is formed are to manufacture iron, steel, copper, wood or other materials and all or any products thereof. To acquire, own, lease, use or develop any lands containing coal or iron, manganese, stone or other ores, or oil and any woodlands or other lands for any purpose of the company.
To mine or otherwise to extract or remove coal, ores, stone and other materials and timber from any lands owned, acquired, leased or occupied by the company or from any other lands. To buy and sell or otherwise to deal or to traffic in iron, steel, manganese, copper, stone, ores, coal, coke, wood, lumber and other materials and any of these products thereof and any article consisting or partly consisting thereof.
To construct bridges,, buildings, machinery, ships, boats, engines, cars and other equipments, railroads, docks, slips, elevators, waterworks, gas works and electric works, viaducts, aqueducts, canals and other waterways and other means of transportation and to sell the same or otherwise to dispose thereof, or to maintain and operate the same, except that the company shall not maintain or operate any railroad or canal in the state of New Jersey.
To apply for, obtain, register, purchase, lease or otherwise to acquire and to hold, use, own, operate and introduce and to sell, assign or otherwise to dispose of any trade marks, trade names, patents, inventions, improvements and processes used in construction with or secured under letters patent of the United States or elsewhere or otherwise and to use, exercise, develop, grant licenses in respect of, or otherwise to turn to account any such trade marks, patents, licenses, processes and the like or any such property or rights.
To engage in any other manufacturing, mining, construction or transportation business of any kind or character whatsoever and to that end to acquire, hold, own and dispose of any and all property, assets, stocks, bonds and rights of any and every kind; but not to engage in any business hereunder which shall enter in or out of the state of New Jersey.
To acquire by purchase, subscription or otherwise, and to hold or dispose of stocks, bonds or any other obligation of any corporation formed for, or then or theretofore engaged in or pursuing any one or more of the kinds of business, purposes, objects or operations above indicated or owning or holding any property of any kind herein mentioned; or of any corporation owning or holding the stocks or the obligations of any such corporation.
To hold for investment, or otherwise to use, sell or dispose of any stock, bonds or other obligations of any such other corporation; to aid in any manner any corporation whose stocks, bonds or other obligations are held or are in any manner guaranteed by the company, and to do any other acts or things for the preservation, protection, improvement or enhancement of the value of any such stock, bonds or other obligations, to exercise all the rights, powers and privileges of ownership thereof and to exercise any and all voting power thereof.
The business or purchase from company is from time to time to do anyone or more of the acts and things herein set forth; and it may conduct its business in other states, and in the territories and in foreign countries and may have one office or more than one office and keep the books of the company outside of the state of New Jersey, except as otherwise may be provided by law; and may hold, purchase, mortgage and convey real and personal property, corporation yearly dividends at the rate of 7 per cent per annum, and no more, payable quarterly on dates to be fixed by the bylaws. The dividends on the preferred stock shall be cumulative and shall be payable before any dividend on the common stock shall be paid or set apart; so that if in any year dividends amounting to 7 per cent shall not have been paid thereon the deficiency shall be payable before any dividend shall be paid upon or set apart for the common stock.
Whenever all cumulative dividends on the preferred stock for all previous years shall have been declared and shall have become payable, and the accrued quarterly installments for the current year shall have been declared and the company shall have paid such cumulative dividends of the previous years and such accrued quarterly installments, or shall have set aside from its surplus or net profits a sum sufficient for the payment thereof, the board of directors may declare dividends on the common stock payable then or thereafter out of any remaining surplus or net profits.
No Limitation of Power.
Without in any particular limiting any of the objects and powers of the corporation it is hereby expressly declared and provided that the corporation shall have power to issue bonds and other obligations in payment for property purchased or acquired by it, or for any other object in or about its business; to mortgage or pledge any stock, bonds or other obligations or any property which may be acquired by it; to secure any bonds or other obligation by it issued or incurred; to guarantee any dividends or bonds on contracts or other obligations; to make and perform contracts of any kind and description and in carrying on its business for the purpose of attaining or furthering any of its objects to do any and all other acts and things and to exercise any and all of the powers which a co-partnership or natural person could do and exercise and which now or hereafter may be authorized by law.
Fourth—The total authorized capital stock of the corporation is $3,000, divided into 30 shares of the par value of $100 each. Of such total authorized capital stock 15 shares amounting to $1,500 shall be preferred stock and 15 shares, amounting to $1,500, shall be common stock.
From time to time the preferred stock and the common stock may be increased, according to law and may be issued in such amounts and proportions as shall be determined by the board of directors and as may be permitted by law.
In the event of any litigation or dissolution or winding up of the corporation the holders of the preferred stock shall be entitled to be paid in full both the par amount of their shares and the unpaid dividends accrued thereon before any amount shall be paid to holders of the common stock; after the payment to the holders of the preferred stock of its par value and the unpaid accrued dividends thereon the remaining assets and funds shall be divided and paid to the holders of the common stock according to their respective shares.
The holders of the stock are:
Ostensible Stockholders.
Charles C. Cluff, Hoboken, N. J.; number shares, preferred, five; common, five; William J. Curtis, Hoboken, N. J.; number shares, preferred, five; common, five; Charles MacVeagh, Hoboken, N. J.; number shares, preferred, five; common, five.
Duration of the corporation shall be perpetual.
The number of directors of the company shall be fixed from time to time by the bylaws, but the number if fixed at more than three shall be some multiple of three.
The directors of the first class shall be elected for a term of one year. The directors of the second class of two years, and the directors of the third class for a term of three years; and at each annual election the successors to the class of/directors whose terms shall expire in that year shall be elected to hold office for the term of three years, so that the term of office of one class of directors shall expire in each year.
The number of directors may be increased as may be provided by bylaws, and the directors shall have power to hold their meetings outside of the state of New Jersey, and the bylaws may prescribe the number of directors necessary to constitute a quorum.
Unless authorized by votes given in person or by proxy by stockholders holding at least two-thirds of the capital stock of the corporation, the board of directors shall not mortgage or pledge any of its real property or any shares of the capital stock of any other corporation, but this prohibition shall not be construed to apply to the execution of any purchase money, mortgage or any other purchase money lien.
Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the whole board of directors.
Any other officers or employes [sic] of the company may be removed at any time by vote of the board of directors or by any committee or superior officer upon whom such power of removal may be conferred by the bylaws or by vote of the board of directors.
The board of directors may appoint not only other officers of the company, but also one or more vice presidents, one or more assistant treasurers, and one or more assistant secretaries.
The board of directors shall have power from time to time to fix and to determine and to vary the amount of the working capital of the company and to direct and determine the use and disposition of any surplus or net profits over and above the capital stock paid in; apply any such surplus in purchasing or acquiring its bonds or other obligations or shares of its own capital stock to such extent and in such manner and upon such terms as the board of directors shall deem expedient.
The certificate is signed and sealed and delivered by Charles C. Cluff, William J. Curtis and Charles MacVeagh, in the presence of Francis Linde Stetson and Victor Morewetz, and certified to by George Holmes, master in chancery of New Jersey; Maurice J. Stack, state clerk, and George Wurtz, secretary.
From a well informed source comes the statement that the United States Steel corporation will have $1,100,000,000 capital stock. Of this, $300,000,000 will be 5 per cent general mortgage bonds, $400,000,000 of 7 per cent preferred stock and $400,000,000 of common stock.
PAGE FOUR—EDITORIALS.
The Steel and Iron Combine.
The United States Steel company, with $800,000,000 of capital and the very foundations of the iron and steel business of the country in its control, becomes quite the most powerful and extensive corporation ever created. It is the consolidation of consolidations, the constituent elements of which, we are told, are these great industrial combinations, the most conservative statement of their capital being given:
Carnegie Steel company, $160,000,000
Federal Steel company, 99,745,000
American Steel and Wire company, 90,000,000
National Tube company, 80,000,000
American Bridge company, 70,000,000
National Steel company, 59,000,000
American Sheet Steel company, 49,000,000
American Tin Plate company, 46,325,000
American Steel Hoop company, 33,000,000
Total, $687,070,000
The combination of these concerns forms a substantial monopoly of the iron and steel industry of the United States. It need have no fear of successful rivalry, since it possesses extraordinary facilities for crushing competition. Its organizers are the men whose names are identified with recent operations of magnitude in the railroad world by which a "community of interest" has been established between important transportation lines. These gentlemen are also extensively engaged in the coal business and, besides, control vast deposits of iron ore. They hold in their hands the raw materials, the facilities of manufacture and transportation and the control of the markets. If in their capacity as railroad men they should kindly accord to themselves in their capacity as producers of iron and steel the favor of discriminating rates or if through their control of coal production they should lend to their iron and steel business a helping hand, any attempt at competition would be futile. Probably the worst capitalistic abuse of the present time is the secret rebate, and it is a matter of public concern to know whether the organizers of the United States Steel company feel a just abhorrence of that illegitimate and pernicious practice. Since legislation has been quite unable to check it in lesser and comparatively insignificant corporations it will be difficult indeed to reach this colossus if it chooses to use its vast opportunities to the public detriment. If it be content to do a legitimate business in a legitimate way, giving labor, which is the most important factor in its operations, a just and equitable reward and selling its products to the consumer at a fair and reasonable margin of profit above the cost of production and transportation, the public can have no special reason for quarrel with this greatest of all industrial combinations, though there are many who will decry as harmful to the public interests the centralization in a single corporate body of such vast elements of power and influences as are embodied in the United States Steel company.
STOLE A SNAKE.
New Form of Saloon Smasher—Created a Panic Among Inmates.
NEWCASTLE, Pa., Feb. 26.—John Hewitt, an ironworker of this city, while drunk, entered a museum here and stole an 8-foot python. Going to a barroom near by, he caused a stampede by throwing the reptile down on the counter. When the bartenders had secured clubs to kill the snake, Hewitt picked it up and carried it off. The snake was soon missed from its cage and [museum] proprietor Hayes told the police. Hewitt was arrested at his home and the snake was found with him.
MRS. MARTHA MCDONALD.
Death of One of the Oldest Residents of Cortland County.
Mrs. Martha McDonald died at the home of her daughter Mrs. J. L. Graves, 43 Groton-ave., very suddenly this morning at 7 o'clock of heart failure at the advanced age of 97 years and 28 days.
Mrs. McDonald was of Scotch ancestry, and was one of eight children born to Mr. and Mrs. David Lindsay of North Umberland, Saratoga Co., N. Y., and was the last surviving member of this family. She was married in 1828 to Peter McDonald who died several years ago. Four children were born to them, James L., Geo. W. and William D. of Mt. Roderick, Cortland county, and Mrs. J. L. Graves of this city. They also had an adopted daughter Mrs. Wm. Murray of Cincinnatus.
Mrs. McDonald was a woman of sterling qualities and Christian character. She was a particularly bright woman and held her faculties almost undimmed to the last. She was always mindful of the comfort and welfare of others, and she sought, even in her advanced years, to make others happy. Although she was at the home of her daughter in Cortland about eleven months in the year, yet she always preferred to call the old place at Mt. Roderick her home.
About six weeks ago Mrs. McDonald was afflicted with bronchial trouble, but had nearly recovered from the attack, and her friends were confident of her recovery. Last Sunday her granddaughters, the Misses Graves, read her Rev. Talmage's sermon, as is their custom, and in this way she counted herself as one of the noted divine's congregation. She was patient, uncomplaining, sympathetic and sweet in character, and in her death her family and friends sustain a deep loss. The funeral arrangements have not been made yet, but will be announced later.
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| Cortland Hospital on North Main Street. |
RESIGNATION NOT ACCEPTED.
Mrs. Waters to Remain as Matron and at an Advanced Salary.
At the special meeting of the board of managers of the hospital held on Saturday last to consider the resignation of Mrs. Helen M. Waters as matron it was by a unanimous vote of those present decided not to accept her resignation, but to offer her an increase of salary as an inducement to remain. This she has consented to do, greatly to the satisfaction of those most intimately connected with the work. During the four years she has been at the head of the institution she has shown exceptional fitness for the position. Her education, experience as a teacher, firmness of character, good judgment, intelligence and conscientious discharge of duty and watchful and sympathetic supervision of patients coming under her care have proved a rare combination of qualities most desirable in a matron and superintendent of a training school.
A communication from the surgical and medical staff embodying a resolution adopted at a meeting of the staff held Feb. 21, was read at the meeting of the board. The resolution commended the work of Mrs. Waters in the hospital and advised that her services be retained. There came also an expression of regret from the pupils of the training school at the prospective change. That the change is not to occur will be most gratifying to the pupils of the hospital.
The communication from the medical and surgical staff was as follows:
To the President of the Board of Managers of the Cortland Hospital:
At a meeting of the medical and surgical staff of the Cortland hospital held at the office of Dr. Dana the evening of Feb. 21 to consider and discuss matters pertaining to the hospital, a motion was unanimously adopted that the following resolution should be presented to the president of the board of managers.
Resolved, That we the undersigned members of the medical and surgical staff of the hospital do commend the work of the present superintendent of the training school for nurses in connection with the hospital and her ability and fitness to instruct, her general executive capacity and judgment as matron and do advise that her services be further secured to serve the hospital in the capacity in which she has heretofore acted.
H. T. DANA,
ELLIS M. SANTEE,
W. J. MOORE,
F. W. HIGGINS,
F. D. REESE,
A. G. HENRY,
E. A. DIDAMA,
P. M. NEARY,
H. P. JOHNSON.
COUNTRY ROADS ARE BAD.
Impossible to Follow Them at Night—Some Deep Pitchholes.
It is doubtful if the country roads outside of Cortland were ever worse than now. It is almost the exception in some quarters where the track follows the road. They go from field to field, crossing and re-crossing the roads. A Cortland man wanted to drive to Harford Mills one evening last week. He was told by a livery man that he had horses to let and that the man could have one or two at his pleasure, but be doubted whether the applicant realized what he would be getting into in starting out. He did not believe he could find his way to Harford Mills in the night, for the track wound around so, disappearing into the fields through dooryards and barnyards and all sorts of strange places.
And the pitchholes are awful. It is one constant succession of holes on most of the roads. The most startling story about pitchholes was told yesterday by a farmer at the office of the Benton Lumber Co. This man said that as he came to Cortland he had became almost exhausted by the constant pitching and wrenching of going down into and coming up out of the holes. And his horses had got tired too. A little distance out of town he came to the edge of a pitch hole [sic] and the horses stopped and in spite of urging refused to go further. The man then got out and went forward to their heads to see what was the trouble. Matter enough, for the pitchhole in front of the team was almost filled up. Down in its depths in front of the team was a man with a load of hay and a man with a load of wood, and they had both stopped at the bottom of the pitch hole to swap horses. No wonder he couldn't get his team to go forward, for the horses standing on the edge of the pitchhole could see all that which was invisible to him back in the sleigh.
Y. M. C. A. RUMMAGE SALE
To be Held in Mahan Building the Week Beginning March 4.
The Women's Auxiliary of the Y. M. C. A., who have the rummage sale in charge for the week beginning March 4, most earnestly desire that every one make an extra effort to find something that they can give the soliciting committee who will call upon them this week. Following is a partial list of the articles wanted: Dishes, lamps, sheet music, carpets, rugs, stockings to make over, shoes, boots, rubbers, straw hats, window shades, curtains, stoves, draperies, table spreads, knives, forks, spoons, old trunks, satchels, tinware, rollingpins, kneading boards, hats, bonnets, all kinds of trimmings, toys, shirtwaists, skirts, underclothes, chairs, tables, furniture of any kind, books, magazines, pictures, blankets, comfortables, quilts, pillows, pillowcases, sheets, napkins, tablecloths.
Memorial Baptist Church.
The theme of the pastor's strong and practical sermon Sunday morning was "Fishing;" the text being from John xxx:l-7. The text of the evening sermon was II Cor. v:15.
Sunday-school commenced at the usual hour and was well attended. The study of the beautiful but sad lesson was very interesting.
A committee was appointed at this time to draft resolutions of respect and love to our late lamented brother, Rev. J. Barton French. Although gone from us to his home in glory, his life of usefulness and friendship, while among us, will ever be remembered and his memory will ever be cherished by his many friends who loved him, and his beautiful family dearly, and it was with a great sadness that we learned of his death, although his eternal home will be a far more glorious one than any earthly home could be.
The intermediates met at 4 o'clock led by Guy Stark.
The Y. P. S. C. E. met at 6 o'clock led by Mr. Wm. Scarff, Sr. This meeting was a very profitable and interesting one and was well attended.
The regular covenant meeting [is] Thursday evening at 7:30 o'clock, followed by teachers' meeting at 8:30 o'clock. Everybody cordially invited, and it is hoped that every member will make an extra effort to be present at this meeting.
The Farther Lights will meet at the home of Miss Edna Allport, Tompkins-st., Friday evening at 7:30 o'clock. All members earnestly requested to be present, and everybody cordially invited.
BREVITIES.
—Vesta lodge No. 255, I. O. O. F., will hold a hard times dance in their parlors Friday evening of this week.
—A two weeks' mission, conducted by the Vincentian fathers, will be opened at St. Mary's church on March 17 next.
—The Fortnightly club meets to-morrow afternoon at 8:30 o'clock with Mrs. Edward D. Blodgett, 8 Argyle Place.
—The Ladies' Literary club will meet to-morrow afternoon at 3:30 o'clock with Mrs. C. P. Walrad, 13 Lincoln-ave.
—John L. Lewis lodge, No. 587, I. O. O. F., will confer the third degree upon several candidates at a regular meeting to-night.
—The Cortland Kindergarten association will meet in the kindergarten room in the Normal building Thursday afternoon at 3:30.
—New display advertisements to-day are— M. W. Giles, Special prices, page 8; Mitch's Market, Fresh fish, page 6, E. M. Mansur, Groceries, page 2.
—The large delivery tank of the Standard Oil Co. was upset in the snow banks yesterday on Sickmon hill between Dryden and McLean, and the driver had a laborious task to get it righted up again, as it was heavily loaded at the time.
—Word has been received in Cortland of the death in Utica last Friday, Feb. 22, of Miss Almeda Newcomb, who was for many years a teacher in the Cortland county schools, and who will be well remembered here by many. Her age was 51 years.
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