^%. ^, 4p ^ - ^*> ^ .^\>^ IMAGE EVALUATION TEST TARGET (MT-3) A 1.0 gK Bi ^^ ufi i2ii |2.2 1.1 l"^ i^ = m 11.25 IB^ ||.6 Photographic Sdences Corporation 23 WIST MAIN STRliT WEBSTER, NY. 14S80 (716)872-4503 i! v^^ '^^' i^.4^ S^o CIHM/ICMH Microfiche Series. CIHIVI/ICMH Collection de microfiches. Canadian Institute for Historical Microreproductions / institut Canadian de microroproductions historiques 1 1 Technical and Bibliographic Notat/Notat tachniquas at bibliographiquaa Tha Instituta has attamptad to obtain tha bast original copy availabia for filming. Faaturas of this copy which may ba bibliographicaiiy uniqua, which may altar any of tha imagaa in tha reproduction , or which may significantly change the usual method of filming, are checked below. n n D n D m Coloured covers/ Couverture de couleur I I Covers damaged/ Couverture endommag^a □ Covers restored and/or laminated/ Couverture restaurAe at/ou pelliculAe Cover title missing/ Le titre de couverture manque I. I- I I Coloured maps/ Cartes g^ographiquas en couleur Coloured ink (i.e. other than blue or black)/ Encre de couleur (i.e. autre que bleua ou noire) □ Coloured plates and/or illustrations/ P!i Pianchas at/ou illustrations 9n couleur Bound with other material/ ^ Relii avec d'autres documents Tight binding may causa shadows or distortion along interior margin/ La re liure serr6e peut causer de I'ombre ou de la distortion le long de la marge intArieure Blank leaves added during restoration may appear within the text. Whenever possible, these have been omitted from filming/ II se peut que certaines pages blanches ajouttes lors d'une restauration apparaissent dans le texte, mais, lorsque cela itait possible, ces pages n'ont pas 6t6 filmias. Additional comments:/ Commentaires supplimantairas; L'Institut a microfilm* la meilleur exemplaira qu'il lul a At* possible de se procurer. Les details da cat exemplaira qui sont paut-Atre uniques du point de vue bibliographiqua. qui peuvent modifier une image reproduite. ou qui peuvent exiger une modification dans la mAthode normale de filmage sont IndiquAs ci-dessous. I I Coloured pages/ D D □ D D Pages de couleur Pages damaged/ Pages endommagias Pages restored and/or laminated/ Pages restauriv^ at/ou pelliculAes Pages discoloured, stained or foxed/ Pages dAcolor6es. tachettes ou piquies Pages detached/ Pages d6tach6es rri Showthrough/ Transparence Quality of prin Qualiti in^gala de I'impression lnclud(>4( supplementary materii Comprend du material supplimantaire I I Quality of print varies/ I I lnclud(>4( supplementary material/ Only edition available/ Seule Mition disponible Pages wholly or partially obscured by errata slips, tissues, etc.. have been refilmed to ensure the best possible image/ Les pages fstalament ou partiellement obscurcies par un feuillet d'errata, une pelure, etc., ont it* filmAes & nouveau de fapon A obtenir la meilleure image possible. ol fil ol fi( sit Ol[ Tl sr Tl w M dii en be rifl rei m( This copy it a photoraproductton. This item is filmed at tha reduction ratio checked below/ Ce document est film* au taux da rMuction indiquA ci-dessous. 10X 14X 18X 22X 26X 30X / 12X 16X aox 24X 28X 32X lair* I details |uas du t modifier iger une I filmage f lies The copy filmad hare has baan raproduoad thanks to tha ganarosity of: Library of tha Public Archives of Canada Tha images appearing hare are tha best quaiity possible considering the condition and legibility of the original copy and in keeping with the filming contract specifications. Original copies In printed paper covers are filmed beginning with the front cover and ending on the last page with a printed or illustrated imprea- sion, or the back cover when appropriate. All other original copias are filmed beginning on the first page with a printed or iliuatratad impres- sion, and ending on the last paga with a printed or illustrated impression. re The last recorded frame on each microfiche shall contain the symbol -^ (meaning "CON- TINUED"), or the symbol y (meaning "END"), whichever applies. V Maps, plates, charts, etc., may be filmed at different reduction ratios. Those too large to be entirely included in on« exposure are filmed beginning in the upper left hand corner, left to right and top to bottom, as many frames as required. The following diagrams illustrate the method: L'exemplaira filmA f ut reproduit grice k la ginirositA da: La bibiiothAqua das Archives publiques du Canada Las imagaa suivantea ont M* reproduites avac le plus grand soin. compta tenu do la condition at da la netteti de l'exemplaira f iim*, et en conformity avac las conditions du contrat de filmage. Lea exemplaires originaux dont la couverture en papier eat ImprimAa sont filmte en commenpant par le premier plat at en terminant soit par la darnlAre page qui comporte une empreinte d'impression ou d'illustration, soit par le second plat, salon le cas. Tous las autres exemplaires originaux sont filmto en commen^ant par la pramlAre page qui comporte une empreinte d'impreaaion ou d'illustration et en terminant par la darnlAre page qui comporte une telle empreinte. Un des symboles suivants apparaftra sur la darniAre image de cheque microfiche, selon le cas: le aymboia — *> signifie "A SUIVRE", le symbols V signifie "FIN ". Les cartes, planches, tableaux, etc., peuvent Atre filmAa A das taux de reduction diff Arents. Lorsque le document est trop grand pour Atre reproduit en un seul clicht, il est filmA h partir da i'angle supArieur gauche, de gauche A droite, et de haut an bas, an prenant le nombre d'images ntcessaira. Les diagrammes suivants illustrent la mithode. errata d to It le pelure, on d 1 2 3 32X 1 2 3 4 5 6 CJe OF U. TO Till FIKLl MM. C/J S-''/C-,' C|e American Ctltirnpfj dEonipanm ^^^^^^^^^^^^^^^^^^ v REMARKS OF U. W. RUSSELL, ONE OF TIIK EXECUTIVE COMMITTEE OF THE AMERICAN TELEGRAPn COMPANr, k m IN REPLY TO THE STATEMENT OF Messrs. AURAM S. IIIOWITT, CYRUS W. FIELD, HENRY J. RAYMOND, AND OTIIKIJS, ^lADi: AT THE MEETING OF STOCKHOLDERS, ON JUNE 29th ISOO. -4««>»>- NKW YORK: MM. C, BliVANT * CO., 'KlM'KIl;*, 41 NASSAU STJtK^T, (;OU>fi:iJ OF J^lUE UV, I860, tv I C&x) ■■ ) H 77D 7 11 i t, P-'H r 1/^ Nkw York, 14th July, 1860. The statements made and the reasoning presented by Messrs. Abrain S. Hewitt, Cyrus W. Field, niul Wilson G. Hunt at the meeting of the stocklioldcrs of the company on the 2?th and 29th Juno lust, sliould not go unanswered. The rndcr- eigncd, as one of the Executive Conunittec, would have replied to those statements liad not the meeting come to un abrupt termination. He has, therefore, deemed it advisable to write out and publish the following remarks which ko intended to offer on that occasion. R. \V. liuSSELL. Mr. PRtsiuENT : It is my intention to support the resolution offered by Mr. Cambridge Livingston, that it is inexpedient for tlic stockholders lierc assembled to take any action relative to the business for wliicli this meeting has been called, it legiti- mately belonging to the Board of Directors. And, sir, I propose to state fully my reasons for this course and to reply somewhat in detail to the various statements which have been made by the speakers on the otiier side. As one of the Executive Committee who have been assailed in the most violent manner, I desire the opportunity of repel- ling the charges brought a^'aiiist them ; and, sir, I will prove to this meeting before I sit down that all those charges are unfounded, and that the statements made in the address of the Executive Committee to the stockholders are correct in every essential particular. Moreover, sir, I will prove that no reliance whatever can be placed on the statements of the gentleman who has charged the Executive Committee with falsehood. Mr. Cyrus ^V. Field has grossly insulted you, Sir, by twice asserting before this meeting, his firm belief that you had signed the address of the Executive Comniittco to the Stockholders without rending it. And yet, in the same breatli, ho dcclaroa that ho has a great respect for you. AddrtM of Tliat address, Sir, contains a full explanation of the position MTt fominu- and prospects of the Company, and its policy, and information in detail respecting the topics discussed here to-day. If you ^J^«^^«'- had put forth that statement over your signature, without read- ing it, as Mr. C. "W. Field supposes you to have done, you would not be entitled to his respect, nor would you. Sir, be fit to fill the office of President of the Company. I may state to tbis meeting, that the address in question was prepared with great care by all the members of the Executive Committee — that the portion prepared by Mr. Alden and my- * self was sent to the President in Baltimore, and that the print- ing of the document was deferred until ho could come to New York, and confer with us upon the additions and alterations whicb he proposed to make. The address is printed as finally settled, by the whole of the Executive Coramitteo conferring peraonally together. And I undertake to say, that no material error can be pointed out in that document, either in the state- ment of facts, or in its reasoning thereon. \i }i ,*i' 1, _ I was in favor of Mr. Cambriclgo Livingston's motion to ad- Th« Motion . , -. , , ^ °, , .° /. ,r TT le i<«ouro.journ, bccause 1 knew what was the object of Mess s. Hunt, Field and Hewitt iri desiring to give publicity to the affairs of the Company. Several reporters we. present, and I knew that the proceed- ings would not bo reporte 1 fully and accurately, and moreover, that the aflairs of a Company like this, claiming monopolies under ])atent8, ought not to be spread out in the newspapers. Tl»e meeting ought not to have been caUed, and but for an over- sight in the by-laws, it could not have been called ; for it was impossible to get the owners of one-third of the stock to sign a requisition for the meeting. The Appeal Tlii^, sir, is au appeal prosecuted by three of the directors Board, agaiust the decision of the other nine, on the policy to be pur- sued by this company in respect to that part of the newspaper press business which is controlled by Mr. D. II. Crfiig. .1, i;; In tlic first i^laco, sir, I deny tli.it any appeal lies from tlio Who »r« ih« I3oard to the stockholdeii. Who, sir, arc tlio appellants ; and who iho respondents on this occasion ? The real appellants are ^Ir. Cyrus W. Field, Mr. Abram S. Hewitt, and ^[r. Wilson G.' Hunt. Before the con* soHdation the two first named gentlemen held a considerable amount of stock in the old American Telegraph Company. But, sir, they sold it all out before the consolidation was effected, and since that they havo picked up only a few shares. j\rr. Hunt, from the connexion of his nephew, ^[r Mclvinney, with Mr. Craig, and his own arrangements with that gentleman and his partner?, and otherwise, became possessed of a considerable amount of the old American Company's stock in his own right and as executor of Mr. Mclvinney. I find, sir, that the stock held by Mr. Peter Cooper and the other parties, who sigiied the call for this meeting, amounts to 972 shares. Sir, 1 havo more shares than that standing in my name on the books of the company in my own right and as trustee for othei's. Ashamed of this mitrerable display of weakness, the appel- lants published in the newspapers a mutilated copy of the call, omitting the statement of the shares set oppoi:itc the names of the signers. What right had they to do that? If they had published a true copy of the document, newspaper editors and others would not have been deceived into the belief that the signers were large owners of stock. Why, sir, for example, I liave seen it stated in the newspapers that Messrs. Brown, Brothers 6: Co., who signed the call, were largo stockholders, whilst the fact is that tliey hold but 12 shares which they got in exchange for stock in the New York and AVashington Printing Telegraph Cornpai.y, which latter stock Mas given to them by Mr. ^[oiris and myself for the stock of the old New York and Philadelphia noii:c Lino which was in reality worth- less. Mr. Hunt lias standing in his name, in his own right, and as trustee for others 7 TO shares. If we add the stock of !N[essrs. Hunt, Field, and Hewitt, to that of all the other j)artie.s who signed the call, mc have only a total of 1779 shares, or 177,000 e vl d liars. Tbo parties supporting tlio Kxccutivo Committee aro now ready to cast over ten thousand votes, representing over a I M million of dollars. Let mo say a few words as to Mr. Peter Cooper's position in this matter. Some ihontlis boforo the consolidation was effected Mr. Hewitt, who is Mr. Peter Cooper's son-in-law, complained bitterly about Mr. Peter Cooj)er's having been induced to invest his money in telegraph enterprises. I had nothiu^ to do with that ; on the contrary, he engaged in those enterprises in opposition to my interests. Mr. Hewitt said tl»at H*"'"'* "5 ho would be ghid to sell all the stock held by himself, Mr. Mr. Edward ~ ■ ' ^nSckl' ^ctc^ Cooper, and Mr. Edward Cooper, that they wantol the money to use in their legitimate business. Mr. Hewitt and Mr. Edward Cooper, a sou of Mr. Peter Cooper, were then two of the trustees of the American and House Companies, whose lines were then worked togetiier under a contract for a consolidation. Mr. Hewitt wanted to sell the whole of Mr. Peter Coopers stock. I suggested that it would look better if he kept some of it. He had previous to this retired from any active participa- tion in telegraph affairs, and had transferred a large portion of his stock to his son, Edward Cooper, and to his son-in-law, Mr. Hewitt. The whole amount of the stock held by all three of them was then $30,000. ^Ir. Morris and myself concluded that wo would purchase all that stock except $o,000 to be kept by Mr. Peter Cooper. The Cooper family have since obtained some more shares, and now own altogether 350 shares of this Company. t When I negotiated the purcljase with Mr. Hewitt, he prom- ised mo that he and Mr. Edward Cooper would retire when- ever requested to do so by mo and Mr. Morris. We did not want their stock, but being dissatisfied with their subserviency to Mr. Craig, wo wanted to get rid of them. AVe paid some thousands more than their stock was worth at tho time, for that was a critical period in telegraph aftairs, and very few people believed that tho consolidation which I was endeavoring to ef- fect, including the purchase of the Morse and House patents, and nearly all the outstanding claims of Morse and his assigns for infringements of the Morso patents, would ever be effected. Mr. Hewitt told me that he know nothing about telegraph IV' matters; wliich appeared to him to bo of a very coinplicatotl cbaractor — that ho did not intend to tako the trouble to Icnrn, not having interest onougli to warrant his doing so, but that l»o did not moan anything to bo done until ho understood all about it. I concluded that it was advisable to ]>urchaso his stock*. I should state, sir, that my interests, and thoso of Mi Morris, in telegraph lines and patents, are very large — the stocL . a^ono hold by us in this Company, and in tho Western Union, and Kow York and Luftalo Companies, exceeding $-400,000. It was, therefore, an act of prudence on our part to prevent, at the cost of a few thousand dollars, the hostile movements of Messrs. Hewitt and Edward Cooper. On the 15th day of April, 1359. we purchased tho stock held by Mr. Hewitt and Mr. Edward Cooper, but they, at our request, continued to act as trustees until tho organization was h&d under tho cliarter. One of tiie provisions of that charter was, that tho President and two Directors should be residents of New Jerioy. The charter named tho Directors to servo until the annual election in January, ISCO. Mr. Hewitt and myself wore the only Di- rectors resident in New Jersey. Mr. Hewitt was, therefore, elected nominal President, without salary, tho duties of the of- fice being performed by the Vice-President, Jlr. IJarnum. It was distinstly understood and agreed at the annual election in January last, that when I could get tho charter amended so that it should not be necessary to have tho President, or aiy of tho Directors reside in Xew Jci*scy, Mr. Hewitt would resign his scat as a Director, in favor of Col. II. M. Hoe. Tlic charter was so amended last winter, but Mr. Hewitt has refused to re- sign his seat. At tho meetijig of the Board, on tho Otli of March last, Mr. Hewitt resigned his nominal office of President, and Mr. I3ar- num was elected in his place, ^[r. Hewitt, on that occasion, denied that he had been elected on the understanding I have referred to, but on being told by me, as well as tho President, and other.-, tliat such was our understanding, ho consented to resign, but afterwards v.ithdrew his resignation, and has ever since continued lo act as a member of the I'oard. ifl Sir, I complain of tlio comluct of tiio gontlcinnn \:\ that par- ticular. Ho is tlio spokcsmnn uf, nnd tbo head niul fiuiit of tlio opposition to the KxeciUivo Coimnittcc. I wouM not Imvo consented to tho 'vivnient of .$:i5,000 to avoid his antaijonistn if 1 had supposed i\o would break faith v.ith ujc, and on tlic ac- quisition of a few shares of stock, cither by gift from his father- in-law, or by purchase, insist on retaining tho ofHco of director, and lead tho opposition against mo and my party, I know how formidablo ho was as an experienced Tammany Ilall leader, ac- customed to political mauttjvuring, and experienced in the art of ruling by miuorilics. I know very well that tlie fact of our party having a large majority of tho stock, and a large majority in tbo Board, would not bo decisive. Tbt ttum I ^ ^^'"^ "*^' *'*^" ^^ "^' surprised, sir, when, on tho strength of ■?ffl"ii»*!hi ft^out one-seventb part of the stock, this restless and dashing Ch*ir. partisan got up a meeting of tiio stockiioldors, to ovcr-rulo tho Board of Director— sought to pnl in tlio cliair a gentleman who knew nothing at all about the afi'airs of tho Company — a gentleman holding but 134 shares of stock, and that as an execu- tor and agent, but who had tho great merit, in tijo eyes of Mr. Hewitt, of having been the attorney of D. II. Craig. You recollect, sir, how in strict accordance with Tammany Hall precedent, Mr. Edward Cooper, another experienced wire- ■ puller, hailing from that classic region, moved, on t'lo stsoke of 12 o'clock, that ^Ir. Kiggs do take tho chair, put t!ic motion, and with half a dozen nays to one yea, declared tho motion carried. Your fii mncss, sir, defeated that bold manceuvre. Tht pro- But it did not deter the same party from offering the absurd irm. .To proposition, that the affairs of tho company should bo taken out of the hands of tho Directors, and placed in tho hands of a committee of three persons, two of whom are small stockhold- ers, having no experience whatever in tho business of the Com- pany. Of course, a majority of tho committeo was to bo em- powered to act, and that majority consisted of Mr. Jas. Free- land, who has five shares, and Mr. Horace Galpin, Mho has . thirty shares. I never hoard of either of the gentlemen before in connection with telegraph business, but I know tliey cannot possibly possess that acquaintance with the subject in contra- vorsy which is necessary to lead to judicious {\ctIou upon it, orerrul* the Bo«rd, m v|. d Ki Why, sir, did Mr. Hewitt offer this resolution ? He could not expect it to be adopted — lie could not expect the directors, who are very large stockholders, to vote for the resolution and thus to stultify themselves and throw the affairs of the company into the hands of novices. But, sir, by offering this resolution Mr. Hewitt had the desired opportunity of spreading before the newspaper reporters, whom his party have brought hero, a one-sided statement, which, he hopes, may alarm some of the stockholders and ultimately induce a sufficient niimber of them to act with him and Mr. Craig against the majority of the Board of Directors and the Executive Committee. Mr. Hewitt and his supporters have, it is true, but little stock, but they have the support of D. H. Craig, and through tha<" *^'j expect to rule this company. Mr. Cyrus "NV. Field has told this meeting that he was dis- g^,a of Mr. gusted with my conduct in October last, and that he sold out f iJ,j.","o^; his stock to me because he thought that the coui*se commenced by the Executive Committee was going to lead to the ruin of the Company. For this unseemly language the gentleman was called to order. Now, sir, tlie fact is, that the gentleman sold out to me all the stock he had in the old American Company before the Executive Committee, whose acts he complains of, came into existence. That being so, this meeting will know how to receive the gentleman's statements in future. I will, sir, with your permission, state briefly the facts connected with this purchase. On 11th October, 1850, Mr. Cyrus W. Field, being the owner of 91 shares of the stock of the old American Telegraph Com- pany, offered to sell the same to me at par, and offered to take my note at three months for the amount. Ho required an an- swer by the next day, before noon. At the time of the making of the offer a negotiation was going on between the reproseiitativcs of the Magnetic Telcgra|)h Company and tliosc of the old Anicricati and House companies for a consolidation of their lines. The parties were assembled in Kcw York, fresh difficulties iuul arisen in the negotiation and many were of opinion that consolidation would not be effected. I held a different opinion, and therefore concluded to accept Mr. 10 Cjrus "NV. Field's ofier to sell me his stock. And on the 12tli of Octobei", before noon of that day, I sent him a note which reads as follows : C. W. Field, Esq. : Dear sir, — ^I am willing to purchase the stock on the terras mentioned to you in my note yesterday. t' R. "W. Russell. October 12, '59. This is a copy of the note here referred to : C. W. Field, Esq. : Dear sir, — 1 have been trying to see a friend to join me in that purchase — terms par — you taking my note at three months, m'.u interest from date. I shall see him to morrow. If I make the purchase Mr. Morris will, I presume, take your place as one of the directors. R. "\V. Russell. N. Y., Oct. 11, '59. Mr. Cyrus W. Field called on mo shorMy after receiving this note. lie then varied the terms of the offer he had made me and instead of transferring the stock to nie and taking the hy- potliecatiou of the new certificate to bo made out in my name, he insisted on holding the stock until the note should be paid. Rather than give up the bargain I consented to these altera- tions. Ou the evening of the 12th October, the terms of the consol- idation were finally arranged. The Magnetic Company at the last moment consenting to yield some important points whicli they had up to that time stoutly contended for. After this result Mr. C. W. Field refused to let mo have his stock even on the amended terms wliich he had exacted from me. . First he said he could not let me have his stock unless I would purchase D. Field's stock also. I remonstrated but finally consented to include that in my purchase. Then Mr. Cyrus AV. Field came to mo again and said I must also take ! U h til. , 4 V 1 11 the stock of hig nieco Jcannio L. Field. I remonstrated again, but concluded that I would submit to take that also. Then I was told by Mr. Cyrus AV. Field that I must assume his sub- scription for the purchase of stock of the Magnetic Telegraph Company, to the amount of five thousand dollars. I resisted this, but finding that I sliould have to bring an action to com- pel the performance of the bargain, I deposited with Mr. Peter Cooper the sum of five thousand dollars to indemnify Mr, Cy- rus "W. Field from the subscription in question. Finding that I was not to be baffled in this way, Mr. Cyrus W. Field got Mr. Peter Cooper and others to try and induce me to give up the bargain, and even brought the matter up at a meeting of the trustees in order to secure their intervention in his behalf, but I replied that he could purchase the same amount of stock that ho had sold to me at an advance of about twenty per cent., that being the rise consequent upon the consolidation. Finally I got the purchase completed, Mr. Cyrus AY. Field securing to himself all dividends that might be declared thereafter on the stock of the old American Company. The dividends so reserved were estimated at about $700. Of course by the terms of the original bargain I was entitled to all accruing dividends, but I was compelled to relinquish them. I heard no more about the stock of D. Field, and Jeannio L.' Field, after I had agreed take it. When Mr. Cyrus W. Field first asked rac to purchase his stock, I understood that ho had had a serious misunderstanding with Mr. Abram S. Hewitt, and was desirous of avoiding any further commuuication with him in relation to Telegraph mat- ters. Indeed, Mr. Hewitt had told me a short time before that he had made up his mind that he would not consent to sit in the Board the following year with !Mr. Cyrus W. Field. The immediate occasion of this ill feeling was a fierce dispute between them respecting certain bills which had been presented for expenses incurred by Mr. Matthew D. Field (a brother of Mr. Cyrus AV. Field), in opposing the application made by Mr. F. 0. J. Smith and others, to the Legislature of Massachusetts, for a charter to incorporate a Telegraph Company to lay a tele- graph cable between Capo Ann, Mass., and Yarmouth, Nova 19 Scotia. Tliosc expenses were incurred after Mr. Hewitt had, on behalf of tho Trustees, and the old American Company, pos- itively prohibited the incurring of an\ more expenses in that matter, ^'r. Matthew D. Field engaged that he would go to Boston and oppose tho bill, charging only his traveling ex- penses, which should not exceed fifty dollars. He received the fifty dollars, and then bills were sent in for expenses incurred by him in the name of tho old American Company, to the amount of Dearly three thousand dollars. Mr. Hewitt refused to allow these bills to be paid, and insisted that Mr. Cyrus W. Field should be left to pay them out of his own pocket, he having given the parties who had the claims, reasons to believe that Matthew D. Field was duly authorized. I interposed, sir, in this quarrel, and recommended the pay- ment of the claims, and after some delay that recommendation was adopted. Although I supposed at the time that Mr. Cyrus "W. Field's offer to sell me his stock arose out of that misunderstanding between himself and Mr. Hewitt, I now think that tho main reason which induced Mr. Cyrus "W. Field to sell was, that he doubted whether the consolidation would take place, and he knew very well that if it should not, tho stock would be almost if not quite worthless. I will not follow that gentleman's bad example, and say that I was disgusted with his conduct respecting the sale of his stock to me. I will leave it to the spontaneous condemnation of every right minded honest man . ■ : II .■V f 1 r 1 1 ^ 1 ■ !l ■h .- rP 10 ^ tho Exccutivo Committee ? How has ho undcrtaUon to estahlish that assertion ? IIo has brought forward his charges — only two in number — and I hive shown thcui to bo false. Instead of es- tablisliing those charges, which ho trumped up so recklessly against tho Exccutivo Committee, ho has merely jerked out a jumble of misquotations and misstatements, and clearly demon- strated to tho meeting that ho is so loose in the use of words to express his moaning — when ho has any — so wholly regardless of accuracy, and so intent upon misleading the stockholders, that his charges and statements of every description must bo entirely thrown aside. Having disposed of Mr. Cyrus W". Field's charges against tho pamphlet of the Executive Committee, I will now reply to tho remarks of Mr. Dudley D. Field, the brother of Mr. Cyrus •SV. Field. Mr. Dudley D. Field has assured this meeting that I have Mr. d. d. over and over again told hira that I was defending the suits th«»ciiooj or brought by Johnson &; Zabriskie, and could do so successfully, zabriiki*. I promptly denied that assertion. Why, sir, instead of giving tho gentleman tho assurance lie says I did, over and over again, I have not been on speaking terms with him since the actions were brouglit, and have never seen him but once since, and that was at tho public meeting of tho stockholders in January last. Tho assertion of the gentleman must be known to all my col- leagues to bo unfounded, for they have heard me repeatedly denounce the detention of the messages of Messrs. Johnson & Zabriskie as an illegal act. Even after I had informed this meeting that the Board of Directors had authorized the payment of damages to Messrs. Johnson and Zabriskie for that illegal act, Mr. Dudley D. Field persisted in representing to this meeting that the settlement had been made by the mere authority of the Executive Com- mittee.* And his brother, Mr. Cyrus "\V. Field, in the address Extract fuom tuk ShortIIand Wuiteu's Rlpout ok tue Procekdincs. "Mr. RunseU : I will tell you tliat the statement in the pamphlet i? pcifoclly correct — that this Company has been sued for detaining me^^agcs at Saokville until the agent of tho/iSO;iateJ Press could bring his messages by Pony Express. file Amerieau Telegraph Company refused to send the messages of the rival can}- •20 to tlio stocklioldcrs, publislicil in the newspapers, Itas endeavored to make tbo public beliovo that the recent alteration in the tariiTon messages sent from New York to Boston, for the press, were made by tho solo authority of the Executive Committee, he knowing perfectly well all tho time that tho Board of Direc- tors had, after great deliberation, established that change. These men, tho brothers Field, in their anxiety to have flings at the Executive Committee take no pains to be accurate, and think nothing of charging others with falsehood and deception. Mr. President, I have said that the Board of Directors au- thorized tho Executive Committee to pay damages to Messrs. Johnson & Zabriskie, the resolution was adopted on the motion of Mr. "NVilson G. Hunt, at the meeting of the board held on 2d January, 1860. Tho resolution reads as follows : — ^^Jiesolvedf That the matter of diflerence between the Amer- ciated Press from SackTille to New York, until it hnd received the measages of D. H. Craig, brought from Halifax to Sackville, a diitance of 136 milca, fur tho Aflsoc Mted Tress of New York, and they were sued for this wrong and damage, and the Board of Directors referred it to the Executive Cuminittee to settle that claim. The Kxecutive Committee, being advisnd that they bad no defence, paid the amounts which the unfortunate agent of the Associated Press outside of New- York, had expended in the payment fur messages at Halifax and Sackville. " J/r. D. D. Field: That does not answer uiy question. Uas there been nny de- cision in Court t "Mr. RuistU : No, Sir. I just said that there had been a suit brought, and that it was referred to the Executive Committee to settle. " Mr. J). D. Field : Then it is not true that • they have Lad' to pay money ! They have chosen to pay the money of tlie stockholders, without, I say, their hav- ing a particle of right, fur the Secretary knows himself, that he has, over and over again, told me that he was defending this suit, and could do it successfully. Mr. Iiu$fell: The Secretary has never said anything of the kind. Uc has always insisted that it was an illegal act. "3fr. I). D. Field: One question more. What counsel has advised the Execu- tive Committee that they ought to pay it f " Mr. liwftll ; I have. I am the legal officer of the Board. "Mr. D. D. Field: That is, you, being the E.\ocutive Committee, have been ad- tiscd by yourself that you ought to pay, and accordingly you pay." (That remark is wholly erroneous. The Bo'Jrd was advised that the Company had not a full defence to the actions, and the Board decided to settle the actions. The amount paid, however, was much less than the amount claimed, which was excessive.) I ^;i i II I I ■ill ■i icnn Telegraph Company, and tlio Xova Scotia Tc Icgraph Conj- pany and Mcs^ra. Johnson & Zabriskie, bo referred to the Kxo- cutivo Connnittee, with power to arrange tho k-amo, and to re- port at tho next meeting of this board." The Execiitivo Committee settled with Messrs. Johnson i' Zabriskio by merely paying them the amount they had paid to tho Kova Scotia Company and this Company for messages which became useless by reason of tho refusal of this Company to forward them from Sackvilie. "NVo paid nothing to Messrs. Johnson & Zabriskio for the expense incurred by.tliem in tljo preparation of tho messages and their transmission from Eu- rope to Halifax. At tho samo time I got Messrs. Johnson & Zabriskio to agree to a settlement on tho samo basis with tho trustees of tho old American Company, and tho New York and Washington Printing Telegi-aph Company. Tho amount thus paid by tho new company was $9G2 OS, the amount to bo paid by tho trustees by tho above-mentioned arrangement is about two thousand dollars. Mr. Dudley D. Field charges tho Executive Comtnittco with having put forth a falsehood in their pamphlet, be- chirge* tg^l cause they say (pago 24, note) rcfu'riiig to the stoppage of the of*he Kxec*. messages of Johnson &; Zabriskio at Sackvilie, "The American ' ue."" ' Telegraph Company has been sued for this violation of tho law, and has had to pay damages." Is it not, sir, perfectly correct to say that one has had to pay a sum of money when it has been demanded of him, and tho rightfulness of the demand has been admitted, and tho amount pa-\ . If a trial had been had and a judgment rendered against tlio Company, the Executive Committee would of course have mentioned the fact ]3ut tho Board of Directors fVA no" clooso to stand a trial, they believed that the law had boen • '';^;.''ed, and they were very glad to get tho settlement Wi'.li Johnson ('n it wa* |>o3tpoued for ft short tlnio, it being understood tliat the icliolu difficulty would bo removed in the course of a few day*, by the termina- tion of the contract between iU^ Xovu Sc( ia Telc^'raph Com- pany and Mc^c^rs. Johnson & Zabusklo. I desire to say a fow wordi in reply to Mr. Dudley 1 >. 1 Id'd remarks upon tho touo and style whici he expects from *'ic i>«. tary whci» ho is responding to any i^uostiou that may i. i>iii . him at this meeting. According to Mr. Dudley D. Field hu m lity befits tho Secretary, he being a mere servant of t'le com any. I spcalc, sir, as a Director, as one of flie Executive onun 'eo, and as tho ownor af a largo amount of stock. As for tho oi2ce of secretary I caro nothing about t, and only undertook to jxer form tho duties temporarily until i le afrairs of the new org.i zatioD could be reduced to order. I readily acknowledge the right ( f any stockholder, tho' h. may hold only a single share, to crii ciso my acts as one of tht Executive Committee, but it verges upon tho ridiculous for a inon having or representing a compaatively small interest to get up and undertake to snub one holdiug threo timoo as much. new ny III Id ^niM*oo? ^ SO® here, sir, somo geutlemen connected with tho "Western tornia'nu'.'^^'on Telegraph Company, acting with the party opposed to •'•*''•• tho nmjority of tho Board of Directors of this Company. That may bo accounted for by tho fiict that the Western Union Com- pany is very desirous of having a telegra^ !i line built to Cali- fornia upon a certain route, a largo part of which runs through tho territory allotted to that company by tho six party contract. A majority of tho Kxccntive Committee of this company wanted a lino upon another route (the Southern) provided for by Con- gress, in addition to that favored, by tho Western Union Com- pany, and therefore opposed the bill for the establishment of the latter lino alone. In so doing they have given ofTeuco to the "Western Union Company, and I have no doubt that the ' 1; i 1 S8 I 11 1 president and some of the directors of that company would, for that reason, like to see a change in the government of our company. In fact the gentlemen to whom I liave just referred would, for various reasons which I cannot stop now to explain, prefer to have the affairs of this company managed by certain directors of the old American Telegraph Company, viz., Messrs. Hunt, Field & IIovNritt, rather than by gentlemen who are con- nected with the Magnetic and other Companies now in the con- solidation. And Mr. Craig can act cordially with the "Western Union Company, for ho wants a monopoly of the telegraph news between the Atlantic and Pacific — which monopoly would be endangered by the existence of the different lines on differ- ent routes between those points. Mr. Craig demands the expulsion of the Executive Com- mittee and the appointment of others in his interest. He pub-^'n^^""*"'^* Mr. Craig, demandi [ bii e 1- lishes an abusive pamphlet attacking all the members of the '"s^**- board who had opposed his views ; iie assails them with the grossest epithets, and this scurrilous pamphlet is sent round to all the stockholders, a list having been obtained for that pur- pose through Mr. Cyrus AY. Field. It is true that Mr. Hewitt, one of our assailants, depreca'.es the tone and style of this pamphlet, but he docs not oppose the demand that the Executive Committee shall be removed, on the contrary he proposes that we shall enter upon a career of submission to the truculent agent of tlie New York xVssociatlon, well knowing: that the inevitable result would be the transfer of the management of the affairs of the Company to his supporters in the Board. In that event mo may see Mr. Cyrus "\V. Field, Fresident, Mr. AVilsou G. Hunt, Treasurer, Mr. Abram S. Hewitt, Vice- President, Mr. Dudley D. Field, Counsel of the Company, and the first three named gentlemen the Executive Committee. ^Moreover, the control of this company may be a matter of considerable importance to ambitious Xew York politicians, Tammany Hall leaders, and candidates for posts of distinction. I have further to state, sir, that, as a large stockholder, I have great objections to placing the control of this Company in the M- 2^ hands of gentlemen who have but little interest in this com- pany and largo interests in tlie Xewfoundland line. A consoli- dation of that lino with the lines of this Companj', on terms too favorable to the former, might be eflected, or contracts might be entered into between the Companies detrimental to my in- terests. I do not wish to impute base motives to all of those gentlemen, however some of them may abuse and vilify me, and however outrageous may be their conduct in relation to the aflfairs of this Company, but, I do mean to say that I do not want men to act as my trustees whose interests in relation to the affiiirs of this Company are opposed to mine. I cannot, sir, separate Mr. Craig from his friends and sup- porters, Messrs. Field, Hunt, and llewitt, for I find them acting together, using the same arguments, and, in point of style or veracity, I do not see much difi'erencc between Mr. Craig and Mr. Cyrus W. Field. Public dii- Sir, this public discussion has been forced upon us contrary AOTid* hl°eto the wishes of a largo majority of the stockholders. I wish, """"teJ?"" sir, that Mr. Kendall had not submitted to the clainor of the faction appealing from the Board to the stockholders. AVe could soon have put to the test tiie bold threats of Mr. Dudley D. Field that whatever might be the wislies of tlio majority of the stockholders he would have a public discussion of the aflairs of the company. That gentleman told us tliat if Mr. Cambridge Livingston's resolution should be carried, ho, Mr. D. D. Field, and his party would disregard it and would carry out their pro- gramme by force. That is all of a piece, sir, with the first manceuvre, — the attempt to seize the chair. I should have liked to see ^^[r. D. 1). Field try to carry out his threat. I do not think he would have succeeded. objeeti ^ ^^^^ divine two objects of tlic directors who persist in pub- »^j»^opposi.lishing statements to tlie effect that tlic property of this com- pany is not wortli more than tlie amount of its debt, iiicurred in the purchase of a small part of the property of the Company from Mr. F. O. J. Smith. One object probably is that the stockholders may bo induced to put the property under the charge of those who intimate that tliey can obtain the friendly aid of D. II, Craig. And it may be supposed that many of the 25 stockholders may bo induced to soil out their stock at a low price. A short time ago, sir, it was given out that Messrs. Hunt, Field, and Hewitt, and their friends, Peter Cooper, D. II. Craig, and others desired to sell their stock, and that 2,000 shares could be bouglit for 85 cents on the dollar. But a party who applied to Mr. Cyrus "W. Field, expecting to get the stock at that rate, ^vas told that the price was 100 cents on the dollar for the 2,000 shares, all the talk about selling at 85 was merely to keep down the price of the stock. The same party was opposed to our making quarterly di^-idends of three per cent. They preferred lower dividends. The object of all tlieso movements may be readily guessed at. Mr. Hewitt has read a printed address to this meeting signed j^^^j^^ ^^ by himself, Mr. AVilson G. Hunt, and Mr. Cyrus ^Y. Field. ^5££'';'/^'^i That address, sir, is full of errors, mistatetnents, and false reas-''i'^','"j,"*'*' oning, and I propose to review it. The first statement made by Messrs. Hunt, Field, and Hewitt, is that when the consolidation was effected it seemed that the afluirs of the company " .vere placed on a basis of en- during prosperity, which, with proper management, no adverse circumstances could disturb." To whom did it seem so? It was well known by those who were acquainted with the telegraph business, and wlio had p^tio'n brought about this consolidation, that the question whether 'p*,"p'J'i,y".f "cyic?wmi<7 prosperity" could be secured depended upon various circutnstances of a somewhat doubtful character. And althouirh I for one believed that " enduring prosperity" might be secured by that " proper management" whicli is opposed by the gentle- men who stopped the messages at Sackvillc, I knew tliat under what they call " proper management" the prosperity of the com- pany would not endure more tlian a year or two, and probably not so long even as that. I hoped and believed, sir, that they would not obtain the management of the affairs of the comjiany, and therefore I ex- pected tliat the company would become and remain prosperous^ i>ut I could not conceal from myself the fact that there was The antlct* of ■j1 20 danger — that those gentlemen, although having but three votes in the Board, and owning hut little stock amongst them, might, by tlio powerful aid of the Xew York press and their agent, succeed in obtaining the control of the company for themselves and their party. I was hopeful as to the fruits of the consolidation — many oth-. ers were not so — many of the stockliolders of the Magnetic Telegraph Company preferred selling their stock to taking the stock of the new company. Tiiey liad been assured by an indiscreet gentleman assuming to speak for certain parties favor- ing the project of consolidation, that tliey would purchase all ' the stock of the Magnetic Company held by parties who might decline to come into the new company. The principal stock- holders of the Magnetic Company soon found that this assur- ance was unfounded, and abandoned the idea of selling, but others insisted upon the fulfilment of the promise, and it became necessary to subscribe ninety thousand dollars to purchase the stock in question. At the last moment the amount subscribed fell short twenty thousand dollars, and I hac^ to make up the deficiency, for no one else would. I may here add that the subscriptions of Mr. Peter Coo})cr and Mr. Wilson G. Hunt were $10,000 each. My subscription wa^ $L'5,000. Alleged ob. Mcssi*8. Iluut, Field, and Hewitt state, in the second place, ^cocsoiida'* that "this consolidation could never have been eflected but "°°" from the general conviction in the minds of the proprietors of the lines, and of the public by whose business the lines were sustained, that the great saving in the expense of operating and maintaining them under one management, would enable the united company to ofi'er to the public greater facilities in the transmission of intelligence, and, in the course of time, at re- duced rates." I do not believe, sir, that the objects of the parties who eflected the consolidation are correctly stated in tlie paragraph quoted. The leading object was not to offer the public greater facilities nor reduced rates, although I believe that those results will follow at no distant }>criod. The great object of myself and my colleagues was to acquire the strength necessary to prevent competition, which we feared might arise after the ex- piration of the patents granted to Prof. Morse. 27 Messrs. Hunt, Field, and Hewitt state that the directors The diTHend made, and have been enabled "to make quarterly dividends of threa perreierred cent., besides laying by a considerable amount for the construc- tion of new lines and the discharge of the debt incurred in buy- ing out the interest of Mr. F. O. J. Smith in tlie lines and pa- tents." That statement is incorrect. In making the dividends of three per cent, no fund is re- served for the construction of new lines or the discharge of the debt referred to, it having been resolved by the Board to isssuo btock to raise the funds necessary for those purposes. \ Messrs. Field, Hunt, and Hewitt appear to be very desir- ous of depreciating the stock, but I must say that they are not correct in their remarks about the sales of the stock. I know '"^y^I^' *' of a good many sales at par and upv/ards. In fiict there has been no fixed price for the stock, some parties believing that the company will be able to keep a monopoly of the business and others that the monopoly depending on the caprice of D. II. Craig will be soon broken up. Messrs. Hunt, Field and Hewitt state that they consider that *' it is remarka1)le that the stock of the Company has steadly sold below par;" and they draw a contrast " with the b^e°™fe"'a". market value of the stock of other companies earning much '"gtockj." less in amount and declaring the same rate of dividends." They tell us that "the attention of the observiiicr shareholder is arrested by this comparison," and tliat an e.vimination of the causes of the unfavorable comparison is called for. Tlicy hold that it is the "plain dut^' of every Director of the Company" to raise the market value of the stock to 175 at least. Thev m say : " If the capitalist v/ere reasonably sure that the earnings of the Company could be maintained at the present rate, Mith- out prospect even of any increase, the market value of the stock ought to range between 175 and 200. To insure tliis value is tlio obvious interest of every stockholder, and the I'luin chiiu of every Director of the Company." Jiut, a little further on, these gentlemen make some state- ments of what they assert to bo matters of fact, and present 28 arguments wliicli, if correct, would at once (lispcnso with any ** examination of tlio causes of the unfavoruLle comparison " to which they have directed our attention, r^d wouhl dispel all hopes that tho Directors would ever perform their " plain duty" of raising tho value of tho stock to tho desired level, the "range between 175 and 200." I quote, sir, the following passage from tlio manifesto of the three gentlemen : " The American Telegraph Company has a capital of about $1,500,000, and a debt of about §200,000. It ownes the lines between Boston and 'V\''ashington, some local lines in New York and Virginia, but it leases the lines east of Boston and south of "Washington, so that the bulk of this great capital and debt represents tho lines between Boston and "Wash- ington." Can you, sir, or any man who has heard or read that passage, believe that these three gentlemen were serious when they talked about the attention of the observing stockholder being arrested by tho remarkable fact that telegraph stock, which had paid six per cent, in six months, had not ranged in the market " between 175 and 200 ?" Why, sir, according to tlicsc gentle- men, the stock is not worth ten cents on the dollar, for its value Probable re. ^^ dependent entirely upon the will and pleasure, whim or •alts of man. caprice of D. II. Craiij, the acrent of the Xew York Associated •gemeot of *^ oj o by*craT'*and I^^'^ss, wlio may, by getting up an opposition to u<, destroy tho bu friendj. yai^io ^f quv property. Oh, say these gentlemen, if you will let us and our friend Craig manage the Company, he will not get up an opposition, and v/e shall have a telegraph millenium. How long would it last? What men are there to be found who would submit to his tyranny and abuse ; and svhy should not he, a year hence, when the first Moi-sc patent ex[)irc'S, take up some now invention along with Messrs. Hunt, FiclJ, and Hew- itt, or others, build a lino from Boston to Washington, and, by his control of all the press news of the country, force our col- leagues in tho North American Telegraph Confideration to desert us and connect with his lines ? If Mr. Craig be allowed to monopolize all tho news sent by telegraph, ho may take it into his head that he and his friends uiav as well force a sale of the lines of tho American Telegraph Company to a new com- , pany to be under his control. Messrs. Hunt, Field, and Hewitt, i J. 29 and their immediate friends, miglit be taken caro of in that aiTangement, '.vhilo the rest of the stockholders would lose every thing. In my opinion our only safe course is to use the strength wo have to put an end to the system whereby all the press news is controlled by one person. The consolidation would never have been effected but for the belief, entertained by myself and others, that we could destroy that monoply. Have these three gentlemen, Messrs. Hunt, Field, and Hew- itt, confidence enough lu their own theory to purchase a majority of the stock at the price which they have themselves figured out. They hold that the Company lias nothing to do but to pacify T>. H. Craig ; and they evidently consider that this should be done at once, by throwing overboard the majority of the Board and the Executive Committee. My opinion is, sir, that in the new rc'jlmc Mr. Hewitt would soon find himself imable to bear up against the insolence and abuse of that hard task-master, Mr. Craig. I doubt whether even Mr. Cyrus AV. Field woulu not try to get up a conspiracy against the great autocrat, and tlius force what Messrs. Hunt, Field, and Hewitt mngniloquently call " tlie newspaper press," into "an attitude of hostility" to the Company. All the sacrifices to pacify Mr. Craig would be found unavailing. It is true, he might not quarrel with his old colleaguo, Mr. Wilson G. Hunt. Indeed, unless I am much misinformed on the subject, there are divers substantial reasons . why those two gentlemen will remain in perfect accord with each other. But the affairs of the company cannot, under the charter, bo managed by Mr. Hunt and !Mr. Craig alone ; tliero must be a Board of Directors, and they would doubtless prove restive. This point is well stated in the address of the Ex. Com., on p. 27, in these words ; " It is true that this compar.y miglit, by abject submission to the dictates of the polite and gcntloinauly ."gent of the Xew York monopoly, manage to keep him in good humor for a few months, weeks, or days — might, by expelling the Executive Comnjiitce, and appointing his nominees in their place, avert 30 the threatened action of the Xcw York monopoly against the company for a brief period ; but then, wo sliouhl hohl our prop- erty by the frail tenure of the mere good will of D. II. Craig, and our dividends would not be worth a single year's purdiase." Messrs. Hunt, Field, and Hewitt, in the next place, pro- ceed to assume that a great deal of trouble has been occasioned by alterations in the tariff on press messages — that the business paid well enough, and should have been let alone. Xow, sir, all this is mero delusion. Tlie question is not about tariffs, of ih» AMo-Tho Associated Press are willing to pay three times as much eUtedPreM , . .. mi i i toptjhijheras they do now if wo will only agree not to take active measures to break up the present system, whereby only one foreign dis- patch is allowed to be received for the whole country. I will here notice an error into which a gentleman represent- ing one of the Boston newspapers — 3Ir. Halo — has fallen in tho course of his address to this meeting. That gentleman has told you that tho Boston papers have paid double the price paid by private individuals. The pam- "remfr's** P^^^^^ published by the Executive Committee, p. 5, shows v.hat the Boston papers pay for messages from Boston to Xew York and from Xew York to Boston, viz., for the first 500 words three cents a word, from 500 to 1,000 two cents a word, over l/)00 one cent a word. Now, tliis reduction in favor of long messages is made solely with a view to tho benefit of tho pre^s, because practically it is tho press alone that derives any benefit from it. A message 500 words long for any other customer than the press is a thing that has scarcely ever been heard of. In reality, tlien, the Bos- ton papers pay much less for their messages than the ordwiary • rates charged to tho conmiercial jniblic. For myself, I nmst confess, that I can see no good conmiercial, or other reason why any deduction should be mait the monopoly in ques- tion, any more than wo have to h\ ^ up a private firm, in order that each partner may bo made to pay separately for the dispatches which would come to all in common. These are the geutlemeu w ho resorted to the strongest kind of measures to preserve the monopoly of the Xcw York Associa- tion. Now, sir, it is a suflScient answer to this objection to say that if wo had refused to covenant to dj what tiiey say wo have no right to do, the consolidation would never have taken place.' I mr.y add, sir, that Messrs. C. W. Field and A. S. Hewitt signed that covenant. "We have covenanted to use all legitimate means to prevent the monopoly of the foreign news. One proper way to do so i" to invite competition, to point out how the foreign news can be obtained, to aid, by our advice and counsel, the newspaper press all over tlie country. Messrs. Hunt, Field, and Hewitt are the gentlcnica who, controlling the old American Telegraph Company, broke down a rival press agent, by refusing to send his messages. Naturally enough, the agent of the New York xVssociated Press wants these gentlemen to have the control of this company, because ho knows that they will not " use all legitimate means," nor any means at all, to prevent his monopoly. In fact, they de- clare that such efforts would be officious intermeddling, improi^er and unjust. They say, however, that they are perfectly willing to offer all ])Oss[h\Q facilities Jvr competition ^ but contend that the con- tract with the stockholders of the Magnetic Company docs not require us to take any active measures to prevent the monopoly in (Question, and that tho New York Associated Press will take offence, and justly so, too, if wo try to break up their monopoly. It is well known, sir, that, unless we take the initiative, the presi outside of the city of New York will be unable, at all events for a considerable time to come, to liberate themselves from the yoke of Mr. Craig. Now, Messrs. Hunt, Field, and Hewitt are perfectly willing that we shall do anything that will I mil ' * iiti ' 83 tf ; I i; i i i • 1.. u bo useless for tlio accoinplislimcnt of tho purpose set forth in the covenant ^vll^cll I have quoted. Tliey are quite willing, for example, that we should have two wires from Halifax, if we will do nothing to get two customers for tho use of them. I have no doubt, sir, that tho New York Associated Press and their agent have been sorely offended by our covenant to use all legitimate means to prevent them from continuing to enjoy their monopoly. I dare say they liad a copy of that covenant in October last, before tho ink M'as dry. Tiio parties to the coven- ant assumed that tho object could be accomplished, and I muin- • tain, sir, that tho covenant contemplates action on the part of this company to break up tho monopoly. It was treated at the time as an open declaration of war against the New York Asso- ciated Press. Mr. Raymond, one of the proprietors of the New York Dail^ Times^ in his address to this meeting, has said, that the rates charged to the New Y'ork Associated Press are quite immaterial. Ho denies that any objection to raising tho prices would be made by that association. Mr. Hewitt has declared to-day to this meeting liiat the press (by which ho moans tho Now York Associated Press,) care nothing forr atos — that they are willing to paj'one hundred per cent, or three hundred per cent, increase, if this company will not use means to prevent the monopoly of the foreign news. What right, asks !Mr. Raymond, has the company to build up rivals to tho Association? And he adds that if the company for its own interests will do so, then the Association will, in its own defence, build up rivals to this company. That is all right — let them do so if they will and can. We expected them to ti'f/ when we entered into the covenant with tho stockholders of the Magnetic Company. But, sir, tliey can- not succeed now, and I think we can, by active measure?, pre- vent thorn from controlling our property at their pleasure Iicrc- after. In reply to the remark of !Mr. Raymond, that it docs not be- come this company to speak against the monopoly of the foreign news, because we have ourselves a monopoly, I beg leave to say that tho interests of our compai y, not less than those of tho r t- public at large, require tlmt thoftr 4toul(l 1 raoro aoi one telegraph niessngo containing the foreign news rocei\ i bjr tht newspaper press of this country. Messrs. Hunt, Field, and Hewitt say that tho memWrs of the New York Associated Press only want a contract with il.., coni- pany for a term of years. I am well satisfied, sir, that the only effect of such a contract would bo to divert us from our object and cause us to loso precious time. The one all-important fact is, sir, that unless wo can break up the system whereby tho en- tire patronage of tho press dispatches is held by one man, our property is not worth twenty cents on tlic dollar, but, on the other hand, if wo succeed in our object, every share of the stock will bo worth a great deal more than one hundred dollars. A contract with tho New York Associated Press would bo a mere delusiou — it could be broken at any time by tho associa- tion, on the pretence that tiio business was not done as well as it might be. In the manifesto of Messrs. Hunt, Field, and Hewitt, I find this passage : " Tho undersigned have at all times been opposed, and still remain hostile to all grants of sj)ccial privileges and preferential claims in the use of the lines of the Company." AVhy, sir, these arc the very gentlemen who, whether they did or did not recognize any " preferential claims," in tho use of tho lines of tho old American Company, would not allow parties to use those lines i ;nd Press messages from Sackville to New York in opposition to D. II. Craig. ITiese gentlemen seem very fund of high sounding phrases and glittering generalities, but their conduct in the telegraph business has by no means conformed thereto. In their manifesto it is stated that Mr. Hewitt had an inter- view with me in which I declined to state to him how the Exe- wbythe Ex- cutive Commiltco intended to prevent tiie monopoly of foreign muueTincws. I did, sir, dccllne to lay bcforc him tho programme. I ihei?'j)ian«did not want any of tho proposed arrangements to be com- Hewitt. ■ mnnicated to Mr. Craig, because he might be able, if fully ad- vised beforehand, to defeat bome of tliem. I had no confidence whatever in Mr. Hewitt. He had shown himself to be a M thorougli out nnd out pftrtlsan of ^Ir. Craig, by stopping tlic mcssngos of Jolnison niid Zabriskio at Suckvillo. Mr. Hewitt had moreover factiously opposed the Kxccutivo Committee on various occasions, and had broken faith with mo hy retaining his scat at the I3oard of Directors. > :*. Mr. ITowitt errs when ho says that I told him that the policy of the Executive Committee, in reference to tho New York Associated Pross, " was a mystery." Nor is ho correct in an. other part of his statement wherein he states, that that policy was boldly avowed to be " that tho Now York Associated Tress must bo broken up, and that means would be found to accom- plish that result." There never was any mystery about tho policy of tho Execu- tive Committee, that policy was plainly declared, and ^Ir. Hewitt has not correctly stated it. It was to break up that regulation of tho New York Associated Press which begets a monopoly of tho foreign news, and confines our lines to a single message containing such news. • w r. i; Mr. Ilfwitt is not correct in saying that I told him substan- tially that I had fully explained the views of tho Executive Commltteo to !Mr. F. O. J. Smith, and that he " was so delighted with them that ho was ready to exchange his bonds for stock." "NVhat I said on that subject was, that Mr. F. O. J. Smith was satisfied that wo could prevent tiie monopoly of tho foreign news by tho legitimate means pointed out to him, and that ho would, if necessary, exchange his bonds for stock, if that policy should bo adopted and put in operation. He would not ex- change his bonds for stock if the control of the Company sliould pass into the hands of !Mr. Craig and his three supporters in the Board. I am well assured that 3[r. F. O. J. Smith would not, in that event, give twenty cents on tho dollar for the stock. I know that I would not. Messrs. Hunt, Field, and Hewitt ar^juo that our patents will not prevent the cstabhslnncnt of rival lines, and they refer to the fact that Morse's patents did not prevent the establishment of House and Hughes lines. House's patent was for a new ':tl ae process, tlio use of wliich wni dcciJcil not to bo an infringe- ment of Morse's patent. Ilu^^lies's niacluno was a mere evasion of House's, atjJ I have no doubt that tlic uso of llio former would have been restrained by injunction, if the old American Company had not coalesced with tlio House Company sliortly after tho commencement of the uso of the Hughes machine upon the lino between New York and Philadelphia, for which tho American Company did not hold a grant of the House patent. It will bo found that no available system of telegraph- ing can bo introduced into this country which is not an infringe- mfint of some one of tho patents owned and controlled by tho American Telegraph Company. t rijti'l ^ .. In reference to the oxclusivo connections which our Company lyContfML liag ^vith the other Southwestern and >> estern lines under th compact known as tho six-paity contract, Messrs. Hunt, Fielu, and Hewitt quote a saying of mine, that tho contract is '' a rope of sand," which cannot be relied upon wlicncvcr it may suit tho interests of the contracting parties to dissolve of it. I have said 80, when contending that it should be made more binding, and the interests of tho various Companies blended more together. Tho Executive Conniiittee, in their address to the stockiiolders, takes up this topic (page 2G), and say : " Of course there will bo associations for the supply of Press news, but what tbis Company wai\ts to prevent is tho monopoly of tho news by a sinyle association. It is very clear that if wo remain quiet, and allow this monopoly to go on increasing in lijtreagth from day to day, we shall soon find ourselves dspeud- cvl for existence on tho more will and pleasure of the agent or nanagcr of the news monopolists. "If any single individual or party can obtain and keep tho monopoly of the foreign news, he or they will be able, a siiort time hence to destry tho American Telegrapli Company. It is very j)robablc that the Western Telegraph Com[)anies would not offer any resistance to a party controlling the foreign news, but would, if required so to do, ^ive all their business to lines designated by that party." I 87 ■■ ! !;•;' il. Those passages, sir, wliicli I liave just quoted, sliow whero the danger lies, and how to avoid it. AVe cannot calculate upon the faithful performance of the covenants of the six-party con- tract, if WQ allow the consolidation of the Telegraph lines along the seaboard, to consolidate the monopoly of the news in the hands of one party. Rather must we use the consolidation, as we have covenanted to do, to break up that monopoly. Messrs. Hunt, Field, and Hewitt contend that a line can beA»toacom- built between Boston and Washington for $200,000 — to be worlc-P"''"? '" ed in opposition to us — that it can do a flourishing business without connections. To all this I reply, that a rival lino between Boston and Washington cannot be built without violating our patents — that we hold the best routes — and that the line in question would not pay half its expenses, with all the patronage that D. H. Craig could bestow on it. Tlie Associated Press business is not worth having, and Mr. D. II. Craig cannot at present control the special press messages. He may be willing to pay four times as much as ho does now for Associated I'ress messages, but even then the rival line would realize but little, and that little for only a short time, as Mr. Craig's employers would soon get tired of patronizing a one-horse concern that could not do the business properly. After the news shall have been pub- lished two or three times in independent papers not belonging to the association, tho whole of Mr. Craig's arrangements will be abandoned, and those parties whom he may have induced to embark in the enterprise of opposing this Company will be left in the lurch. Tho personal liability to be incurred by the parties who might venture to infringe our patents, will prevent Mr. Craig from carrying out his threats, lie must wait for a year or so, and I propose that our Company shall employ that interval in fortify- ing against ^lim, and strengthening the confederation of tho various Telegraph Companies. I am compelled, sir, to sspeuk out, because if I failed to do so, the stockholders might be deceived by tho specious statements and reasoning of our opponents. But I know that the majority of the Btockholders will not ask me to stato publicly all tho 'K- ' 88 Value of the property o f this Com- P»njr. :om- ioe, 1 to ton. means wo intend to use to attain our object. Nor will Mr. Hewitt's taunts induce me to do so. In f\\ct, I hold that there ought not to be any public discussion of tlieso matters. Sir, it is true, as stated by jVIessrs. Hunt, Field, and Hewitt, that the American Telegraph Company has a capital of about a million and a half, and a debt of about two hundred thousand dollar. And I maintain, sir, that the property of the Com- pany is worth a great deal more tlian those two sums added together. The reasoning of Mescrs. Hunt, Field, and Hewitt is entirely fallacious. They say that the bulk of the capital of this com- pany and its debt represents the lines between Boston and Washington, because this company leases the lines east of Bos- ton and south of "Washington, and that the debt of this com- pany is nearly or quite equal to the actual capital required to build a new line between Boston and AVashington. I regard the lines between Boston and "Washington as a mere bagatelle in comparison with our other property. But I need not repeat what is set forth in the printed address of the Executive Committee, on pages 21 and 22, and pages 33 to 30. Suffice it to say that this company controls uV the principal lines along the seaboard, and has exclusive connections witii all the great tele- graph companies in the United States and British Provinces. The company has a great and lucrative business, and is. well able to pay the rents reserved by the leases of the various lines east of Boston and south of "Washington. Tlie leases and the contracts for connections are worth far more tlian the whole amount of the capital stock and debt of the company. Messrs. Hunt, Field and Hewitt say they do not make their statements to alarm the stockholders or to foment opposition ; that they "might have sold their stock and retired from the company." Two of them did once sell their stock and they have now only eighty-four shares between them. I will not say that they did make these statements to alarm the stock- holders and foment opposition — still they must be aware of the natural consequences of their own acts. On the 5th page of the address of the Executive Committee you will find this note : " It is understood that Mr. C. "W. Field 39 I ! is perfectly willing to have tlic editors of certain newspapers Mr. c. w appoint five of the directors, as demanded in the comniunica- demand* o*f tion hereinafter noticed." piper "pV I was told so by Mr. Hewitt, in my office, a few days ago, ' '*'"' and Mr. Morse and Mr. Alden were both present and heard the remark. Mr. Hewitt added that he himself considered the de- mand an unreasonable one. I am not at all surprised, sir, to find that flighty gentleman, Mr. Cyrus W. Field, putting his name to a paper ridiculing the very proposition which he supported. lie judged from his own loose practice in making and pub- lishing statements, that our president, Mr. Barnum, had put his name to an important address to the stockliolders stating his policy as president of tho company, without reading it. Did Mr. Cyrus "W". Field put his name to Mr. Hewitt's " singular production," without reading it, or was Mr. Cyrus W. Field perfectly indifl'ercnt whether the paper represented his sentiments or not, so long as it would answer the purpose of the moment ? In that paper, I find this passage : lif "As to the propriety and reasonableness of this letter, there is considerable ditferenco of opinion. If the Telegraph Com- pany were to demand of the editors tlie right to manage the newspapers, upon the ground that the stockholders, officers, and servants of the Company, buy a large number of copies daily, the demand would r ^rtaiuly not be listened to. The stockholders of the Telegraph Company will in all human probability, deem it their right and duty, under all circumstances, to control and manage their own property, under such reasonable regulations as their duty to the public demands, and their own interests dictate." That is pretty good, sir, for a man who held that the demands of the New York and Boston newspaper gentlemen were right and proper. I doubt, tjir, whether the proposition would ever have been made if Mr. Cyrus "NV. Field had not approved of it and promised to support it. That absurd demand of the newspaper nien of Xcw York and Boston only shows how easy it is to get such papers sigiicJ. It needed only the assurance that Mr. Cyrus W. Field was in 40 favor of allowing a few select newspaper men to manage the tcle- grapli business of the seaboard. It was supposed tliat be was a great man in the company. It was not known that he had sold out his stock before the cousolldatiou and had only picked up a few stray shares since. I can easily imagine, sir, wliat passed through the minds of some of the signers of that paper when it was submitted to them. Seeing some signatures already appended to it they readily followed suit saying to themselves, " Well, it would certainly bo a good thing to make tiie telegraph subordinate to us. To be sure this looks like an audacious demand, but then in signing it we only follow the example set by others, and shall be in Tery good company." Mr. Craig had only to start the project and get one or two signatures ; all the rest was sure to follow as a matter of course — thus exemplifying the truth oi the old adage that "one fool makes many." I understand that some of the parties who signed that silly paper have frankly admitted that they are ashamed of it. A Beard w « n t c d by Meisrt. Hunt Field kod Btwitt, to rtprcient the ** majority of th« S.ock- boldcr>.» Messi-s. Hunt, Field, and Hewitt say, that they " believe that it would bo better for the whole Board to resign and let a now one be elected \oho vjill represent the majority of the stoch- holders." No one knows better than the gentleman who penned this passage, that this project is impracticable. The Charter pro- vides that in case any Director shall resign, the vacancy may be filled by the J^oard of Directors. The stockholders cannot fill any vacancy. Messrs. Hewitt, Field, and Hunt, cannot well bo ignorant of the fact that the other nine directors do now " repitsent the majority of the stockholders," and a very largo majority too. What, then, do they mean by this sugges- tion, that the whole Board shall resign, " and let a new one be elected, who will represent the majority of the stockholders?" If it bo desirable to have a Board of Directors capable of acting in harmony together, the desired object can bo attained by the resignation of Messrs. Field, Hewitt, and Hunt. In tiiat event, three other gentlemen will be elected in their places, who agree in opinion with the other nine Directors. I will undertake to ♦■'■ 41 1 ' I satisfy Messra. Fiokl, Hewitt, and Hunt that the other Directors whom tliey have failed to convince, do represent a majority of the stockholders, if that is all that Messrs. Field, Hewitt, and Hunt want to be satisfied about ; for. Sir, I will show them that those other Directors actually own and represent a large ma- jority of the stock. Sir, the three gentlemen so often named by me, are, I have no doubt, aware of that fact at the present moment, and all their talk about having a Board to represent the majority of the stockholders is a mere delusion. If, however, they will not resign, we shall have a remedy in our hands next January at the annual election, and we will take care to use it. i :'. 'sfi Messrs. Hunt, Field, and Hewitt contend that the affairs of how the bu- this company are to bo manasred, not by the Board of Directors t-orap«ny to \, , o > J J,, managed, and the Executive Committee, but by the stockholders, at pub- "^eiher by ' •' * the Bonrd or lie meetings. I can only say that if this Tammany Hall doc-»«S'ockhoi(i. trine is to be applied to the complicated affairs of this company the best thing to be done is for the company to sell out to some other company, to bo managed on more rational principles. Messrs. Hunt, Field, and Hewitt say that the stockholders may, at a meeting at which only two of them should attend, take the press difliculty, if they choose, out of the hands of the di -ectors, and confide its settlement and management to a special officer or committee, or decide in what manner the tariff shall be adjusted, or any other matter of business determined. These three gentlemen say that, entertaining this idea of the law, they held it to be their duty to call the stockholders to- gether to decide what policy shall bo pursued in respect to ti.e monopoly of the foreign news held by the New York Associated Press. And they suggest that the present directoi's can be got rid of f easily'' by a request on tlie part of the meeting that they shall resijrn, one by one, so that other persons, indicated by the meeting, may take their places. Another suggestion is offered by these three gentlemen, viz., that this meeting shall " select three discreet stockholders, of establish 3d reputation, as umpires to decide the matters in dis- pute lelwcen the Kvxutivc Committee and the Kew York cou^ "Bolidated press." 6 42 Before proceeding to examino these propositiuns, I beg to call the attention of the meeting to tlio met that the passage last quoted contains an nncaudid statciueiit, calculated, if not intended, to deceive. The three gentlemen who signed that statement know that the matters in dispute arc between the Board of Directors and the K"ow York Associated Press, and not, as Messrs. Hunt, Field, and Hewitt would have you believe, between the Execu- tive Committee merely and that association. The board has acted directly upon the matters in dispute. Besides, the Ex- ecutive Committee can be removed at any lime by a majority of the Board of Directors. The fact is simply this : nine out of the twelve directors have resolved, after great deliberation, to make a certain change in the tariff on press messages sent from Xew Vor|c to Boston. Messrs. Hunt, Field, and Hewitt opposed that change, and now appeal from the decision of tlic board to tlie stockholders, and try to make you believe that it is the action of the Execa- tivo Committee alone which they complain of. The same mis- representation is to be found in tlio alvertisement published by those gentlemen in the newsp.ipers, in which they call upon the stockholders to send their proxies to persons who are not di- rectors. That advertisement speaks of " the clianges in the tariff, made and to be made, by the Executive Committee." And yet Messrs. Hunt, Field, and Hcv/Itt knew that the changes which had already been made in the tariff had been made by the board, with the assent of nine d. rectors out of the twelve, ' and that the Executive Committee had been directed to make a report on further changes, to be acted upon by tlie full board. It is not surprising that Messrs. Field, Hunt, and Hewitt should advise the stockholders to seiid their proxies to persons ignorant of the affairs of the company. It was the only cliance that those three gentlemen had of success in their policy. I will now proceed to show tliat these gentlemen I ave erred in their vicw.of the law, and that if any mistake lias been made tliey and their legel adviser, ]\[r. D. D. rield, are respon- sible for it. Their position is so novel and unreasonable tliat I can hardly suppose they really believe it to be correct. They If 1' I 1 43 ■ I ■ ■i^ maintain that the complicalcd affairs of this company arc to be carried on not by the directors, but by the stockhoklers. Tliey have also insisted (and on this point they are probably right) that it is not necessary to have a majority of the shares of stock represented at a meetinf; of stockholders, but that any number of stockholders, however small, and however minute tlieir interest may be, will constitute a legal meeting. They hold that the stockholders so assembled may take any or all of tlie affairs of the company into their hands — may appoint conmiittees, ofScers, and agents — make and repeal by-laws — purchase otlier telegraph lines — and exercise all the powers given by the charter and general laws to the corporation. If that "were so, it would be impossible to manage the afl'airs of the company successfully, and the stockholders would have good right to complain bitterly of the parties who had drawn up such a miserable cliarter. The charter was drawn up by myself, on the part of the New York and AVashington Printing Telcgrapli Company, and by Mr. Dudley D. Field and Mr. Abram S* Hewitt, on tne part of the old American Telegraph Compan}-, and if there bo any defects in it tliose gcnthmcu must share the blame with tne. Mr. Abram S. Hcwitc was the president of the old American Telegragli Company ; ho is a resident of the State of New Jersey, president of the Trenton Iron "Works Company, a Xew Jersey corporation ; he has received .a legal education, he pro- fesses to be and no doubt is perfectly familiar with the statutes of Kew Jersey, afllbcting corporations. He went to Trenton with the draft of the charter, as settled by himself and Mr. Dudley D. Field, and got it passed by the Legislature, with some alterations which were made in commit- tee and which ho absented to. !Mr. D. D. Field charged the old companies for his professional services in this matter and 1 have his bill for such services, and the draft of the cliarter v.-Jih his alterations made on behalf of the old American Coni['any. The charter docs not ])rovIde for the formation of the Com- pany in the usual way, by subscriptions for stock, but authorizos the issue of stock to the amount of the original capital, s740,- 000, to the persons named in the lirst section of the act and the other stocklioiders of the Amci'ican Tclegrapli Company, and ii the New York and 'Washington Printing Telegraph Company. That stock was issued by the directors named in the charter, by virtue of the implied authority given to them by that instrument. We had to effect the consolidation of the various companies in the best way wc could, and it was a task of considerable diffi- culty under the very peculiar circumstances. I do not suppose that the work will bear very rigid criticism in all its parts. But delays were dangerous, and wo had to proceed as we did, or abandon the organization under the charter granted by the State of New Jersey. The charter does not provide for any meeting of the stock- holders prior to the annual meeting for the election of directors, but assumes that the place of meeting and the manner of con- ducting the election will be settled by the by-laws. It was not possible to convene a meeting of the stockholders before the Board of Directors had made a by-law prescribing the mode of convening the meeting, and the place where it should be held. The charter provides, section 6, that the meetings of the stock- holders may be held as well out of, as witliin the State of New Jersey, " at such times and places as may be provided by the by-laws." This very meeting, sir, is convened under the provisions of the by-laws made by the Board of Directors, and wo have no legal meeting now, and never can have any, if those bydaws are invalid. On the 12th October, 1850, the company was organized by the directors named in the charter — there being no other prac- ticable mode of organizing. Mr. Abram S. Hewitt was elected president, in compliance with tho provisions of the charter, which required the president to reside in New Jersey. At tho meeting of the directors on the Hth October, 1S59, three of the directors resigned and three other gentlemen from the Magnetic Telegraph Company took their places ; and the following resolution was adopted. "Jiesolvedf That a committee of three be appointed by the president to prej>are a code of by-laws, to be submitted to the board for adoption." Tho president, Mr. Abram S. Hewitt, thereupon appointed Mr. Barnum, Mr. Turdy, and Mr. liussoll, to be such commit- tee. IS r At tho meeting of tlio directors on 23tli October, 1S59, tlio committeo on by-law3 presented a draft of proposed by-laws. Tho draft was amended in many important particulars ; and tljcro were several divisions, tho vote being taken by ayes and nays, and I find Mr. Hewitt's name in thoso divisions. When Mr. Hewitt appointed the committee to make tho by- laws, he was fresh from his consultations with the counsel of the old American Company, and well posted up in the provl- sions of the charter and the general law of New Jersey, which is to be found in Xixon's Digest, a book in the hands of almost every farmer and tradesman in Xew Jersey. At tiie first meeting of tho stockholders, held in tho manner prescribed by the by-laws of the Board of Directors, Mr. Bar- num, as Vice-President of the Board of Directors, took' the chair, and Mr. Dudley D. Field moved a resolution that an application be made to tho Legislature of Is'ew Jersey to ob- tain certain amendments to the charter, one of which was as follows : "To provide that the stockholders shall be the only authority to make or alter the by-laws." It is to be observed that no counsel for tho company was appointed until after the by-laws had been adopted. As to the charter and the organization under it, the counsel for the old companies with Mr. Hewitt must be regarded as the responsi- ble advisei-s, regard being had, however, to the intrinsic dilH- culties of the attempt to get the various companies together. In charity I will assume that Mr. Hewitt and Mr. Dudley D. Field in the heat of their party spirit and in their desire to create confusion in the enemy's camp, have forgotten tho part they took ir^ this business. Tlie.-e is an old adage that ^' it is a foul bird that wilfully defiles its own nest." Id ..j,i But it is not true, as Mr. Hewitt would now have us believe, that our charter is a miserable abortion. Tho affairs of this company arc not to be managed by stockholders' mccliugs. As stated in the address of the Executive Committee, (p. 5,) "The management of the aflairs of the company is confided by the charter and the laws to the directors. It would be itnpos- Bible for the stockholders to manage those affairs successfully." i 46 ;r Tho charter provides tlint tlierc shall not be less tlmn seven nor more than thirteen directors of tho company, and that a majority of the directors shall constitute a quonun for transact- ing business. The X* Jersey Act of 1S4G declares that "every corpora- lion as such shall be deemed to have po\ver." 1. To Lave succession by its corporate name. 2. To sue and defend. 3. To use a common seal. 4. To purchase snch real and personal property as the pur- poses of the corporation shall require. 5. To appoint such subordinate officers and agents as tho business of the corporation shall require, and to allow them a suitable compensation. 6. To make by-laws for the management of its property, tho regulation of its afiairs, and for the transfer of its stock. This does not mean that the corporators at large must exercise these powers and that meetings of stockliolders must bo called to authorize actions to bo brought or defended, or to authorize contracts to be made and the seal of the company to be affixed thereto — or to authorize the purchase of poles, wire, insulators, stationery, or acids, or to appoint operators and line men, or to make regulations for the management of the business which is to be managed by the directors. Tho charter authorizes the directors to transact the business of the company. It follows that they can exercise all tho pow- ers vested in the corporation except such as are in terms or by necessary implication conferred upon the stockholders. The directors having the power to manage the business of tho company have the incidental power of making rules and regulations for that management. These rules and regulations we call by-laws. They may bo altered from time to time by the authority Avhich has made them. It is laid down in general terms in treatises on the law of corporations that the incidental ^)Ower of making by-laws like every other incidental power of the corporation is to ' c exer- cised by the members of the corporation at large "in tho same manner in which the charter may direct them to exc'^uso other powers or transact their general business." AVhen t general 47 ';!l busint'53 of tlio corporation is to l»c transacted "by directors or iiiatiagora chosen by tlic stocklioUlers, the i)Owcr of nulling by- laws is incidental io tbo power to manage the business. Tlins the I'oard of Directors had the power to issue stock in tho first instance. Incidentally they had the power to deter- niino what ehoidd bo tlio form of the certificate, upon what evidence the stock sltonld be issued to tho parties claiming it, what books should bo kept, and how transfers should be re- corded. Tho directors of a private money-making corporation have tho incidental power of regulating their own modo of doing business. Thus, in a case recently decided by tlio Court of Appeals of the State of New York, tho Court say : " In corporate bodies the powers of the Board of Directors are in a very important sense original and undelegated. The stockholders do not confer, nor can thoy revoke, those powers. They aro derivative only in tho sense of being received from tho State in the act of incorporation. Tho dircd'yrs convened as a Board are the jirinior// fo'^sessors of all the povxr-s which the charter confers, and, like private principal, tliey may dele- gate to agents of their own appointment tho performance of any acts which thoy themselves can perform. Tlic recognition of this principle is absolutely necessary in the aflairs of every cor- poration whose powers are vested in a Hoard of Directors. Without it, the most ordinary business could not be carried on, and tlie corjjorate powers could not be executed." The directors in making by-laws cannot aftcct the right of voting ; and any regulations respecting the election of directors must be made a reasonable time before tlie meeting of tlie stock- holders, for tho act of 18-10, sections, provides that **no by- law of the directors and manageis of any incorporated com- pany, regulating tlio election of directors or ofliceis of such company, shall be valid unless the same shall have been made thirty days previous to any ek-3tio:i of such company, iv.v\ sub- ject to the inspection of any btocldiol lor." The stockholders need no by-lav.s for tho regulation of the proceedings at tiicir meetings. Tlie rules of tho c.-mmon law are suflicicnt for all practical purposes ; and if the stockholders at any meeting, should undertake to make any by-laws, tliey .11 4S iniglit bo rcpoalo'l, altered, or disrogardcJ by any subscqucjit meeting, for the samo power mIucU makes by-la\v3 can repeal them. Me?sr3. iiunt, j-mchi, ana iiewirt ton us, m tiio conciuuiii ijrof Mew/ecntcnco of their address, that tlicy make this appeal from tl •odHtwiti; majority of the Board of Directors to the stockholders, " to fr( •I Dirtctor*. Messrs. Hunt, Field, and Hewitt toll us, in the concluding the CO themselves from the responsibility and odium which will in- evitably fall upon the authors of the ruin of a now prosperous corporation,'' which, they think, can remain prosperous only so long as D. II. Craig shall permit it to bo so. It could not bo necessary for the three gentlemen to drag all the affairs of this Company before the public anjl get them pub- lished in the newspapers, for the mere sake of freeing themselves from responsibility as Directors. They shared that responsibility with their colleagues whom tlic stockholders entrusted with the management of their aflaii's. Tiic majority of the Board had the right to decide what policy should be pursued, and the talk about the responsibility of tlio minority for the decision of the majority, is mere nonsense, intended to cover up the real motives of this factious movement. /utVroenMn ^^^^ po.stscript to tlio maJiifosto asserts that the address of the j,'J'J'^J'^'j^(j,Executive Committee "abounds in misstatements." I defy the .'*'phie*"'' gentlemen to establish that assertion, and I maintain that they cannot show a single statement in the address cither intended or caculated to mislead. I'he only alleged error pointed out by Mr. Hewitt was the statement on page 4, tliat 'Mr. Peter Cooper "sold out more than a year ago nearly the wholo of the stuck held by him in the old American Telegraph Company. At the same time he retired from any active participation in telegraph affairs upon the ground that he could not attend to them." Mr. llowitt says that j\[r. Peter Cooper (who is his fiUher-in- law) did not sell the stock but ffavo it to him and to Mr. Edward Cooper. They sold all the stock thus given to them to Mr. Morris and myself. Wo had a good reason for speaking of the transfers of the stock from Mr. Peter Cooper to his sou and son-in-law, as 49 Ijaving boon inarlo upon a sale, for the tratHfcrs aro in writing In the ofHce of this Company, and purport to be for value reccivtil ond not mere gifts.* Mr. Haymond lias explained to ua the character and objects Mr, n»y« of the Now York Associated Press, and has criticised the nionV. •ut«. remarks of the Kxecntivc Committee on that subject. He has ei.*r»cur " •rid ohjicii quoted repeatedly from our pamphlet, but I beg to call yourof <»'« v v. attention to the fact that ho has carefully avoided noticing that •*'«"• part of the pamphlet wherein the Executive Committee point out the odious character and results of some of the rules of that Association. Mr. Haymond has declared to this meeting that the News Association has not a single feature characteristic of a monopoly about it. lie says it is nothing but an association of several journals to share and thus lessen for each tho expense of obtain- ing telegraphic news. Now, sir, I have no objection to any association of that sort. Mr. Ilaymond knows that the Executive Committee neither expects nor desires to prevent such associations. He has quoted from page 12 of tho pamphlet the following words : " This Company certainly docs intend to break up tho monopoly of • , " >J ♦Messrs, Hunt, Fk-lJ, ami Ucwitt linve sent a copy of thoir niaiiife»to to «ach - . ^ ^^^^ slockholJer, with a Ciicuhu- datcj New York, July 17, 1S6"\ eireuiar of Id t)iat cii'ouliir t1iu:ic geutleitien reiterate tlieir old fallacies ami erroiieoiii a«-iri«|i'i kqj sumptions. For taking the circular, iti connexion with tho niaiiiftsto, it U evident "ewiit. they are nssuniinjj that the H lani of Directors are " forcing the newspajjer prcj* into on attitude of hostility " merely because tho Board refuse to let tlie Agent of the New York Associated Press (wLieli is far fro:n being "t^e newspaper pre. II. Crnig and the New York A ■association, and we do not care a straw about tho h>s- tility of that association, baekod up as we shall hi by the press of th4 country at large and the comiueroial coniniuiiity. I hold that the success of thf C'-nipanj can ba seriously impaired only in vuc way, viz., by allowing tlie consolidation of the telegraph companios to be the mean* of consolidating the power of D. II. Craig, and thus plating the American Tele- graph Company ut his mercy a year or two hence. •lii .!■! ! 00 tlio foreign news onjovcil hy tlio Association." Tlio wordi iinmcJiately following' nic tlieso : "Tliis Company neither expocti nor Jcsircs to provent ossociations of tlio presi for tlio supply of no'va by Telegraph. On the contrary, tlio Executivo Conunittoo have uniforinly do- clared their intention to fulfil the covetuitit with tho >[agnetic Telegraph Company to supply facilities f )r rival nssociationa of that character." Thtedieai Tliore is, fir, a feature characteristic of a very odious mo- rcfulktlont ' «'«'•• N. Y. nopoly in this New York Association, and Mr. Raymond fnu. knows very well what I refer to, although ho has not deemed it prudent to notice it. It is very distinctly stated in tiio pamphlet of the Executive Committee, in these word?, (p. 24) : " By virtue of that monopoly, the A*->ociatcd Press of New York secures tho exclusive poosossion and control of tho European news, which it sells out to the Press all over tho country. So press is allowed to receive this news unless it will submit to tho rules of tho Association ; one of Avhich rules forli'h the reception of news except throifgh the Agent of the Association.''^ Mr. Raymond could not possibly have lost sight of that passage, and of tho remarkablo declaration of tlu Executivo Committee on page 35 : " Ariangcmeuts can easily bo made whereby tho Press of the whole country can bo far better supplied than it is now with tho fore'gn and domestic news, and that by means of associations of its own, under the active control of its own representatives, without any such despotic reg!ilatio:is as thoso of the New York Associated VvQi^^forhidduifj the recqAion of news through any other channd than D. JI. Craig — regulations calculated to create and perpetuate the most odious monopoly that the wit of man could devise." "Not only can vastly superior arrangements bo made for tho Bupply of the public new?, but tho co?t to each paper would, in most instances bo even less than what is paid now to D. II. Craig for inferior matter. The Pre^s of the wiiolo country outside of New York city can obtain relief from a disgusting tyranny, and the public at large he rescue;! from the machina- tions of speculators who, under the present system, obtain and use for their own benefit, the earliest intelligence allccting tho yalue of stocks and merchandise." 51 Mr. Raymond has quoted freoljr and frequently from the pamphlet, but whenever he has come to a passage speaking of the regulations of tlie New A''ork Association which are designed to prevent the public from obtaining any other version of the news than that wliich Mr. Craig supplies, then Mr. Raymond has stopped short. Now, this is somewhat uncandid on the part of "Mr. Ray- mond. Ho knew what we complained of, but did not meet the difficulty. If the New York Association would abrogate the regulations in question, we should have no cause of quarrel with that Association. The immediate effect of such abrogation would be, that the newspaper press in various parts of tlie country, would take ad- ditional tolegrapln'c messages containing the foreign news ; other associations would be formed, in and out of New york,*to take that and other news, and in some cases the great papers would have special dispatches containing foreign news for tlieir own columns alone. Our Eastern lines would then pay hand- somely, instead of being a dead weight upon the Company, and tho danger pointed out in the following passage in the pamphlet of the Executive Committee (page 2G) would be avoided ; " Of course there will be associations for the supply of Press news, but what this Company wants to prevent is the monopoly of the news by a single association. It is very clear that if loe remain quiet^ and allow this monopoly to go on tncrcaslnfj in strength from day to day^ we shall soon find ourselves depend- ent for existence on the mere will and pleasure of the agent or manager of the news monopolists." "If any single individual or party can obtain and keep the monopoly of the foreign news, he or they will be able, a short time hence, to destroy the American Telegraph Company. It is very probable that the AVestern Telegraph Company would not offur any resistance to a party controlling the foreign nows, but would, if required so to do, give all their busines3 to lines designated by that party." I will now read, sir, the rules of the New York Associated Press, which were designed to and vrhich have actually created ri.e rui«» of the most odious and the most dangerous monopoly of the pros- SciutJa ent day. 5d The Association was cstablisbed, in its present form, on the 2l8t Cctober, ISoG, by the representatives of seven newspapers in New Tork City, viz. : The Journal of Commerce^ The Ex- press^ The Jlcrall, The Sun, The Tribune, Tho Courier and Enquirer, and The Times, An Executive Committee was appointed, viz. : Mr. George H. Andrews and Mr. Frederick Hudson. Article 4 reads thus — " No new member shall be admitted to this Association without the unanimous consent of all the par- ties hereto, but the news obtained may be sold to other parties for the general benefit of tho association, on the vote of six- sevenths of its membei-3." It is not true, as often represented, that all the leading news- papers in Boston, Philadelphia, Baltimore, Washington, &c., are members of this association — they are only customers of the association. The articles provide for the appointment of an agent, whose duty it is to receive all telegraphic communications for the association and transmit them immediately by manifold copies to each of the parties who may be entitled to receive the same. Agents or correspondents are to bo appointed at Washington and at Albany, to furnish by telegraph, or otherwise, the Con- gressional and Legislative proceedings, and correspondents are to bo appointed at such other points as may bo designated by the Executive Committee. Articles 9 to 15, and part of article 22, read as follows : IX. All news received by telegraph shall be sent to tho offices of publication without unnecessary delay, but its delivery or publication may be withheld until a specijied hour, by direc- tion of tho Executive Committee through the agent of tho asso- ciation. I! X. Tho supervision of the arrangements to bo made by the agent of tho association shall be entrusted to the Executive Committee, who shall make all necessary regulations for tho reception of news, and whoso contracts shall bo binding on the ,,'; 7i ■ 1! y \l 58 association. They shall designate the time of the pul/ication of the foreign and otbcr telegraph news, arid the terms of srde of news tojpartics out of the city. XI. All European and California news^ and all election returns received ly special express or telegraphy obtained hy any member of the association, shall be the common property of all the members who may desire to make use of it, and the expense assessed upon the members who so use it, in equal proportions, and all such news, together with all other news, except as spe- cified in the Xlllth, XIYth, and XVth sections, shall le imme- diately handed over to the agent of the association^ to be copied and delivered to the several papers of the association, in the same manner as other telegraph news is delivered. XII. iVb party receiving news from this association shall enter into any arrangement with rival telegraphic neios agents^ in this or any other city, or with any person in their employ, nor shall they receive from them any telegraphic news from Washington, Albany, or any other part of the country, nor shall such parties, nor any persons not connected witli tliis associa- tion, be permitted to avail themselves of the fticilitics of the association for the reception of California or European news- papers, circulars, or other intelligence, arriving at this or any other port. XIII. No member of the association, and no partv receiving news from the association, will bo permitted to receive regular telegraphic dispatches from his own private correspondents, nor can ho make arrangements to receive any special news by telegraph without first informing the other members of the association, and tendering a participancy in it to him. From this restriction are excepted reports of conventions, political meetings, trials, executions, public dinners, sporting intelli- gence, and the legislative proceedings of other States. Any member can order througli the agent of the association special items, or telegraphic reports; but these items or reports so ordered must be tendered to each j^arty to this arrangement and paid for, the parties accepting the same, or any portion thereof. 54 XIV. Dispatclies iccoivcd from a resident editor or resident reporter of any one particular paper connected witli,or supplied by the association, can be used by that paper for its own sole use and benefit : but news thus received, it is understood must not he contracted Jbr by any previous arrangement. XV. It is agreed that news originating in "NVasliington City and Albany, shall be excepted from all the foregoing rules, and each paper is at liberty to receive telegraphic dispatches from. its o^vn correspondents there, and publish the same for its own nse and benefit. XXII. Xo member of the association shall disclose any por- tion of the news received by the same, until the time designated for its piiblication by the Executive Committee, except in posting the arrivals of vessels on a bulletin. It will be readily seen, that the great object of these i 'es, is to secure to the seven New York papers the control the news, so that the seven members of the Now York Associ on may sell out such portions of the news as they please on such terms and conditions as they please t*^ the outside papers, and keep them and the telegraph companies in a state of complete subordination. To this end it is provided, that the customers of the association shall not be allowed to procure certain kinds of news of the most important character fiom any other source. The association tells its customers that it must not deal v.'ilh anybody else, and as matters now stand the prohibition is effective. The subicction in which the Press of this country is held by The public •:. 11. /.11 ' -KT confined to thcsc rcgulatious 13 utterly disgraceful to the nation, JNo paper Ter.ioti of receiving news from the Xew York Association dare to publish the foreign ° , * news, a piece of foreign news transmitted by telegraph other than that supplied by Mr. Craig. Ills version of the news and no other, must be disseminated throughout the country by tele- graph. The report of the state of the foreign markets, which he may choose to have made up, goes into every paper. It may bo bogus in many important particulars, but uo correction 55 'I cjm be had tlirougli the public prints. Private messages, sent to particular inrlivicluah, may correct the errors in the pub- lislied dispatch, or may furnish additional details, buo the public at largo must put up with what Mr. Craig gives them. No contradiction — no explanation — no further details can ba h ad from other sources by telegraph. Tiie great New ^ i-k papers, it is true, enjoy the privilege of selling out the ne\v3 to and domineering over the Press of the other cities, but in return for this, they have to give up im- portant advantages, and to occupy a contemptible position. The New York Herald^ for example, publishes special tele- graph dispatches, containing the debates in Congress; that paper is not confined to the common dish served up for all the papers alike, but when it comes to the foreign 'news, it can only give its readei-s Craig's dispatch, which appears alike in ihe penny papers of the city of New York and in the columns of many of the " rural journals." If a paper belonging to the New York Association, or taking news from the same, should dare to publisli a telegraph, mes- sage from Halifax or Cape Hace, not supplied through Mr. Craig, that paper would be expelled from the Association, or deprived thereafter of the news supplied by the agent of that Association. No daily paper could continue long to 'exist under the ban. But if the New York llcrah.l and other papers were allowed to publish special foreign reports, numerous versions of the news would be sent by different reporters ; some of the papers would vie with each other in the fulness and complete- ness of their reports, and in the style of the same ; our lines in Maine, New Brunswick, and Nova Scotia would cease to bo pauper lines, starving upon a single message sent by Mr. Craig once a week or once a fortnight, for a miserable compensation, and that accompanied, too, by gross and brutal in.sults. This wretched system is too absurd to be tolerated by a high- spirited a!id intelligent Pre-s and conmiunity, when the enorm- ity of the evil is generally made ki own. But the newspapers out of t!ie citv of 2s ew York miirlit remain for a considorablo time longer under this disgraceful yoke from sheer inability to throw it olf, if our Company sliould fail to abide by its cove- nant to use all legitimate me.ins to relievo them from it. 56 How the mo. I will poiut out somc of tliG difficulties which havo herotofoFo fo«igJ Mwtprcveutcd tlie destruction of this monopoly of the foreign kepi up." news. Many newspapers throughout the country have been restive under the infliction, but hJivo had finally to succumb. They could not do without the earliest foreign news, and they could not get it except through Craig, in consequence of his arrangements with the Telegraph Companies, and the effect of the rules of the Xew York Associated Press. Suppose, for example, a number of papers to associate toge- ther to get telegraph dispatcher, cotitaining foreign news — for this act of rebellion they are liable to bo banished at once from the list of dependents of the Xew York Association. In that event, the rebels may have their property destroyed altogether, if their arrangements for securing the foreign news as early as their competitors may get it from Craig, should happen to bo defective. But for the rule of the Association, that papers taking the news from them shall get none elsewhere, many news reporting arrangements would have been made. That rule has prevented the desired action — the arrangements made by Craig to secure tlio control of the Eastern Telegraph lines, would not alone have resulted in a monopoly of the foreign • news in his hands. The telegraph line was extended to Halifax upon the faith of an undertaking entered into by the agent of the Xew York As- sociated Tress, to take three tliousand words on tlie arrival of each mail steamer at that port, and to pay at abojit double the • ordinary • rates of tariff. Any other Press agent would only have had to pay a single rate, but the arrangement between the Nova Scotia Telegraph Compp-iy and the agent of the Xew York Association, trave the latter advantages over all rivals. "Whilst that contract existed, it would havo been futile for any newspaper in the United States to attempt to get the foreign news from Halifax until the agent of the Xew York Association had got his message through. Tliere was but a single wire, and iho message could be spun out to any length so as to occupy the wircij continuously — six, twelve, or any greater number of hours if required. lint in May, lSo9, the agent of the Xew York Association liavinc refus;od to fulfil his contract with the Xova Scv^tia Coni- m 57 /! pany, that company uiado anotlier coiilract with Messrs. John- son & Zabriskio, by which they obtained the cxchi.sivc use of tlio Nova Scotia lines for the transmi.-ijion of the Kuiopoanof'riv^ii're.i 1ICW9. The contract was in form dilieront from the fornier one, sackYiii*. but was in effect and for all practical purposes tlio same, so far as relates to the exclusive use of tlii-i line for the purpose in question.* Alessi Tohnson & Zabriskio proposed to supply the newspapers th' ghout the country with the foreign news, and were suppoi'ted by the entire Press of Piiiladelpliia.f * The fuUowing letter to the Superintendent of the Nova Scotiti line^, shows that Sir. Craig so construed the contract : Halifax, 6th Feb.. 1850. F. N. GianotNE, Esq. : m r i • Dear Sir, — I re^pectfuUjr notify you, that should public or private dispatcher bedemaDd of allowed to reach Boston in nJviince of the dispatchoi fo the Associated Ptca, we' *'„"[*_'" ehnll not hold ourselves bou: i to pay thii line the sum of seventy-five dollar;! tolls, nor any other sum, as it must be obvious to you that our di.*pntche4 would be of little or no value to the Associated Press, in case other report* of the leading features of the news are allowed to arrive at Boston and New York in advance of ours. Respectfully, ttc. D. H. Craig. AgtN. Y. Ass'd Tress. f This fact is shown by the following communication. Pbiladklpuia, July 9th, ISi'.t. A. S. HEWITT, President American Telegroph Company, Dear sir, — The course pursued by your company in detainii:g the forei^'n dis- patches of Messrs. Jolmson «t Ziibriskie, telegraph reporters for tlie rre^*, in order that another party may have the preference, does not meet with our a('[>rob.'ition. We hope the company over which you preside will sec tlie importance of hiving their dispatches for us forwarded immedintrly after their reception iti ymir ofiica at Sackvillc. Tlie arrangement at proseut is very unsatisfactory to us and must bo very prejudicial to the public interests. Yon rs. truly, Fred. "W. Gratson «t Cf>, Kvtiilny Journal. J. R. Flaxiolv, 7>.i(7'/ .Vt'".*. JcsrcR Harping Jc Sox, T/tt Tii'juirer, J. SiKVtxs it Co., f.'vcniiiy Mr'u/i'/?y At!a*. Lawler, Evkuht it lIixt'KEX, ^cnl'iii Dhpilch. SwAix ifc Adfll, PhUIc I.edijer. Jones it ilcGat, Sunday Jfercury. Before thij pome of the Thiladelphia papers, viz. ; The Inquirer, The Journal, 8 08 But they coulil not get their messages tlirough to Now York ; the old American Telegraph Company refusctl to send them. If those messages had hecn forwarded us tlioy ought to havo been by the American Company, the monopoly of the Now York Association wonUl have been at onco and for ever broken up. Mr. Craig, however, with Mr. ^yil^on G. Hunt, had influence enough in the Board of Directors to induce that body to fly to the rescue of the New York Association, and boldly to defy the law and disregard the obligations which the Company owed to the public, and in consequence of that intervention Mr. Craig obta'.!>ed a complete triumph. !•' Let us see, sir, what reasons were put forth for this extraor- dinary conduct of the old American Company. Imagine, sir, a dispatch sent by ^Messrs. Jolin^on & Zabriskio from Ilalitax to Sackville, where tlie lines of the American Company commenced — a dispatch containing most import- ant news from Europe — tlie agent of the American Telegraph Company su^ „, " I am ordered not to send it — we expect in ten or twelve hours from this time that Mr. Craig will get a dis- patch in this office, which he has sent, or will send by hordo express; and wo mean to send that d' )atch over our lines, and not yours." The audacity of this performance is unequalled. Mr. Abrain 27(« North American, And The Press tried to get up a permanent opposition to tlie New York Associated Press, as will be seen by the following piiper, I'aiLADELPiiiA, December 21st, 1SG8. We think it necessary for the interest of the press of this city that a permanent opp<):)ition Bhould be sustained to the New York Associated I're^s. We can by tliis means get more reliable reports, and be better serve. 1. In order to do this we will join with our brethren of the press, if they will all combine, and p;iy tlie extra ten doUurs per week for Congress reports to Messrs. Cnrr »t Johnson, of this citv, instead of paying, as at present, that amount for the reports furnished by tho New York Associated Press, commencing on Monday next. . JEsrca IIaudi.no ,t Sox. FitKD. \V. GttAYSO.V it Co. * M. McMiciiA»ji.. . J. W. FoK.vty, .; 69 S. Hewitt was the President of the American Company at that time, and tlioro arc but few men, besides him, who would have dared to withliold from the people of this country, for ten or twelve hours, tlic intelligence which they had a right to re- ceive, and which might bo of the utmost importance, not only to individuals but to the community at largo. I find published in the New York Herald^ of June 4th, 1850, some correspondence on tliis subject. From that we shall learn what arguments were urged by Mr. Hewitt in support of this proceeding. Iho first letter to which I shall refer is one dated June 3d, 1859, addressed to tlie N. Y. Associated Press by the old • American Telegraph Company, through fheir Secretary. In that letter the action of the Company is defended upon p^^j, ^^ the ground that it was authorized by the law of New York to **'^' *,'"* make preferential arrangements in favor of newspapers ; that the Nova Scotia Company " had given a preferential and ex- clusive contract to ^^^'/ua^c parties for the right to transmit tho foreign intelligence ;" — that the American Company would not sanction so odious an arrangement, and therefore had '"in- structed their agents not to transmit over their lines any for- eign news which reaches tlieir office at Sackville by telegraph, until after the news is received there by other modes of trans- mission » The first part of this letter runs thus : " Gkntlemkx, — Ever siuce the establishment of telegraphic lines of communication in this country, the fundamental rule for tlieir use by tho public has been that messages shall be transmitted in the order of their reception, and that no pre- ference shall be allowed in tho transmission of dispatches. Tlio only exception to this equitable and indispensable rule has been in favor of news iiUonded for publication in the newspapci-s, and therefore regarded a? the property of the whole conunu- nity. Telegraph companies organized under the laws of this State are allowed to make such preferential arrani;etni-iits, and no other. The public have a peculiar intort;5t in the foroi-n news, which usually come-^ to us by way of Halifax, or St. John's, N. F. For some vears the arraugoinents of the Associated u 60 yof Mes- Press bavo secured to the public at largo tlio foreign news in advance of any and all private advices wliattver." In another letter, from the American Telegraph Company I to the Secretary of the Xova Scotia Company, dated New- York, ^[ay ITth, 1S:»9, 1 find the following ])a?sago : "By the laws of this State, and the scttlcl practice of tele- graph companies, the Press arc foirly entitled to the preference in obtaining the steamer's news, in order that speculators may not operate at the expense of the public. It is alleged, and you do not deny, that you have agreed to give a preference in the transmission of the foreign news to a private party. This arrangement is not only unreasonable but unjust, and it is n .klerod particularly objectionable at this time by the excited and interesting state of foreign affairs. If this Coiupany should transmit such dispatch in advance of tlie public nows, it would become a participator in the wrong." The law of New York makes it tlio duty of telegraph com- iiiegaiityof P''^"'^8 to transmit all dispatches in the order in which they 'of* uTe"©!!! * ttre received, " provided, however, that arrangements maybe ^cJmpiny.j* niade with the proprietors or publi-ilters of newspapers for the transmission for the purj)Oso of publication of intelligence of general and public interest out of its regular order." It is very right and proper, sir, for telegraph companies to give priority to dispatches for the press, because of their great importance to the public. The welfare of the public is of para- mount consideration. The American Company might have been justified in giving a preference to a message for the New York Association over one for jMessrs. Johnson & Zabriskie, on the ground that the former more fully represented the newspaper press than the latter — if such was the fact. That is to say, the message of Messrs. Johnson Sc Zabriskie might, on that ground — if the fact were as supposed — be set aside, although received first in the office. All private messages lying ready to bo sent, or sent already in part, may be set aside in order that the publica- tion of intelligence of general and public interest may not be delayed. But it was a monstrous perversion of the law to hold that because the mcT3a<^c for Jolinson & Zabriskie was to bo treated 1 61 ''ill' I I- A3 a private message it might bo detaincrl in order to givo priority to a jjrcss message not yet rcceiveJ by the company for transmission. Tlio company might, wlien transmitting the so-called private message, have broken oflF before completing it, 80 m to send a press message immediately, but the company could not rightfully say to any party tendering a message, " "We will not send it, because we expect another party to send a message of the same nature to-morrow, or ten or twelve hours hence." One who is in the habit of jumping to conclu- sions without taking the trouble to think, might assume that the New York statute which I have quoted authorized such a mode of doing business, but it is inconceivable that a lawyer, even one better qnolified to take part in political scrambles than to exai.i.ne legal questions, could deliberately put such on absurd construction upon the law. Mr. Abram S. Hewitt has often contended that the conduct of the company was perfectly legal, and Mr. Dudley D. Field has told this meeting to-day, that the Executive Committee, in settling the action of Johnson & Zabriskie, c/ics'j to pay out the money of the company without a particle of right, and ho evidently assumed that those gentlemen had no claim against the company. On the contrary, sir, I regard the action of the company as absurd, illegal, and even criminal ; and, in my opinion, the Directors who authorized the detention of the public news at Sackville, in the manner I have described, ought to liave been indicted for the offence. If the offence had been committed in this State, "Mr. Hewitt would have been brought under the operation of the New York Statute, whicli declares the wilful refusal to transmit a telegraph message to be a misdemeanor, and jirovidcs that the offender, npon conviction, " shall suffer imprisonment in the county jail or workhouse, in the county, where such conviction shall be had for a term of not more than three months."* tl * A pamplilet puWi=bcJ i:i H53 by tlie >'ovft ?cotia Telegraph Coa-.pany, con- tains tlic correspondence on tbc subject, of the discontinuance of the contract between tlie Nova Scotia Comp:\ny nnJ Craig. The folluwing abstract of ituport- ant portions of that correspondence slows the nature of that controct; it ftl^o ex- ^: Th« preftr- toe«(nJojre dtr bit old contrktwKh tbi N'OTB ScotU Com- pany. Crtlg'i at- tack upon the Nova ^co tia I^irect'jri and oUiccrs. 63 Mr. 0. W. Field lir\3 tolil tlio mooting that tlio profits upon tlio aniuiiut ori^iimlly invostcil in tlio construction of tho Mag- po«ea tlifc inNooiiiluot of tl;o ngont of tlipatch to the Associated Press, on the anival of the'I't;glisb steamer, ot a less rate ihtxu one hundrtd and fifty doUan U)T each dispatch of ."^,000 words. The sum at present received is not a re-nuneratinn to the company for sending such a di-^patch. Other parties are willing to give the great« r Bum fur ifie iinftifiire noiu aUoucd to the AMOeiated Press but the Committee wish to give tliat Associa accepting or rejecting the.«c t«rm9." ExtracLs from letter frurn D. U. Crnig to J. C. Cogswell, Prt sidcnt of the Nova Scotia Telegraph Compni:y, dated May 3d, 1S59 : " We are nccustoined to deal w ilh telegraph gentlemen who are above the de- spicable tricks wc have reason to believe vou ami your Rssociatcs are about to ■ re.-;ort to," • • * #/#'« * # * " Your assertion that you brolie oil with us bc('ai:s} we would not act harmo- niously or bccau'-e of any improicr fr di-c>>urleoiis bmgiia;.,'«; to you is entirely deatiiutt of ti>'th, ns wLal 1 Imve befoic stated provis c^iiclu-ively. It btrikes mo that gentlemen of jiunor occcui.ying the highly responsible po^ition you and your flssocmtfcs do, would hardly o(^.'■/) to the tnikuy you openly acknowledge to be your future management of your lines ; for curselvco we scorn to follow your laic .11 iation the option of '■1. nctic Company's lino nro very large, yielding now, I think ho says, to tiio fortunnto stoctlioUlei-s tliirty-two j)or cent. i)er txninpU. Our «rrunj,'emont« are now, ai tliey before hnve been, opf'n nml nliove Lonrd. We ahull omleavor to plnco llie »teatiifr«' newi in your oflTicc in ftilranou of all otlior pnrliuH for tlio future ui wo Imve Jxm for llm pa*t !• n t/fHi-t, nml we ex- peut that you wilt nerul it, nhea'l. We hire iiu favors to ••L* o^ ymi, ami \vunltl iicorn to accept from n telegraph coiitpatiy ^o lojt to ererj »eiMe of dectnoy ai to declare puMicly, at li'a«t in ettect, that it will diioanl all honorable and open mica and usn^^ca, known among telegrapher*, and rosort to tiicktrjr and the I'eter Funk game." Extract from telngrain from D. H. Craig to F. X. Giiborno, dnteil X«w York, January 2d, 1 850 ; "One of the Fog Smith thi'.'Te» ha* reported that you hare aviured your Boston friends that the Newfoundland Company have riokted their contract with the Nora Scotia Company, and that the ngri'cmeut of 1855 hos been .euperjedcd. Now you, and the st\ipid people wlio a;o putting you forward to make a fool of yourself, know that that statcmcut of yotirt ii a Oaic lie, and you may be sure that the Itosion people have now got their eyoi open, and will not take your word or More's." Extract from letter from W. H. Wijwell, Secretary of the Nova Scotia Tele- graph Company, to John Hunter, ajcnt of Mr. Craig, dated Apl. 30, 1859 : " As to your remnrki about our not being allowed to enter into arrangement! with othor purtic;*, for »cn(lin;» jirt/ero'tiil ili^patche*, the committt'fl hardly un- derstand them. You yourself, por!»on:illy, and also on behalf of Mr. Craig, make tliPiu I ropobition for traiisiiii^.-ion of such prtfcrfntial di«patch«>#. Such prefcr- fHco has been given to tho New York As*oci ite d |*rt»s for years. It was given by the Govcriinivnt of Nova Pcofiii, \\\,(-i\ it owned the line?, and was cotitioued by the company on its assuniiitioii of tliu rij^lits and linljilitifs of the goveiniuent It seems stiangi! that you should now hint at contesting the legality of proceedings t^hieh you and your fi lends have p:irticii ntcd in for a great length of time, which you yourself and Mr. Craig huvo olTeied to renew, aiid the principal olr at Ica^t three thousand words on the arrivid of every new regular steamer ni Halifux. Tiie rates agreed upon for us to pay to the Nova Scotia lire from Halifa.v to Saekville (about one hundred and thirty miles), were about double the rut..-; eM:\r;:ei to the public, their propor- tion of thewhide tolls ntuouutirig to rcventy-tivc doll:irs for e.ieh disp..tcli. Tlui<, the only peculi:irity of our ar.-aM^enieiit witii the Nova .So^tia liiio wa-«, we paid them about double* the rates wliich they charged to the public, and we had a ro/fit to vccupij the virci eontlaH'>\i*ly kuom tue M^ULNr onr report rt^'.chcd the t>'e;nii/>h office 'until il viin all icnt through to this rif\: Ijut, if othor parties got their re- ports into the office in season t was at liberty to send them; and this actually happened on two occasions during the past too years," Cralit'iitste- meiit shout tlie I'hilielvl- |>lila Prerl, Cr»lR'*9l.it*. HK'Ilt of till) liurpnrt oT Ills Cun'rnct wlili llie No»afc"tla Couiii.iny. M annum upon their original inve^tuiont. Let us nssunio it to bo 80— what inforoiico c;im \vc properly draw iVotn that fact ? flubttrvUncy of 111* old Aioerlean Conpnoy to hit. Craig. It will thui b« «oen tlint, un>lor the contract between tliu N'ova Sootln Cuiiipany «dJ the agent nftlie A-i4ociatetl Ptcf, th« Itttor ctijuvoil n coinpltta prcforoncv — that it to tny, he "hit^nge, but woulJ lenvn ofT the inutuent thnt Mr. Craig ■houhl lend iu his tne&iia^o. Thi«, of ruuric, etTcctually preventeJ any ni range* mcDti being mvlo by riv.il reporters or agouti to prepare and tran^^rail acn-i re- ports from Hulirux. It ilitTcrcd only in form from a cor ^ ct giring the ixchuivo uie uf the wirci fi>r A given number of hours after the . rlt'al of the steitmor ia the port of Ilalifnx. Itia true that if o'.her partie«, gettinj tlicir reportii in tlie ofllce fir«t, could " get them off" before the arrival of < aig's message, the Company would be K'guUy bound to lend thctn. Ouly a rery short me.'iia;,!} '"^uld thus be gut off, i. t. fin- ished, before the recaipt of Craig's messn';).'. Tliat moMsage tool; five or six hours to transmit. But ^ve have «oen thr' Cruii; d"cl;ired tliat ho would not pay any- thing if any inusiage sboul 1 reach tho UnitcJ cftiUes be j,v his. It is clear that Cr.ii^''s contract was for a prefercnc; i j '. that it was justifitd on account of the superior importance of public intellig m.-e. The positionj osjuni«J by the old Amp mj Company wer 'nconsistent and ridiculous. Its Prc^Jent wa?«in:iJe tocun'cnd tt ono and the &amo lime for tlin two ontii^ouistic propositions — that the firit come should bo fir.it served, and that I'ress dinpatchei ftliould have priority-. The rule, "first como first bcrvt-il,'" {,'ot into favor with Mr. Hewitt when he was assured that Craig could giit along very well if he could gut rid of the contract by which Johnson and Zabri.skio's messages (or the Press had priority ju, that if the Xora Scotia Compnnjr wouM not give him citl er the same contract for n prpf«rence wliich the Associated Tre's of New York formerly had, or the other contract mentioned in his letter, no new* whatever would p.r** over tlie wiroi of the Nova Scotia Company to the American Press, was acted up to by the American Com- panj-. Mr. Peter Cooper wa^ male to believe that it was very wronj for the Xova Scotia Company to make any contract with Johuion i Zabriskie, whereby they had priority. Mr. Pftter Cooper was President of the American Company when the contro- Tersy arose. Fie was soon after succeeded by his son-in-law, Mr. Hewitt. Both of those gentlemen appear to have been profoundly ij^norant of the fact estab lished by the documents which I have set out, that Craig's contract wiili tho Nova Scotia Company gave hitn a priority, an 1 that by means of this privilege and the rules of the Associated Press of New York, he had succeeded in gag;3'ing the people of the United States, and forcing them to accept his foreign market report, and his version of the foreign news, without addition, contradiction, or explanation. Mr. Peter Cooper held $30,0i"»0 of tho Stock of the old American Company, whoso •tock was $200,000. That Company took a lease of the Maine and New Brunswick lines, and then purchased tho claim of Craig and his two partners to the Telegraph line from New York to Boston. Craig took slock of the Company for his interest in the old line. The Comp.iny of which Peter Cooper w.n8 Pre.^idoiit was in reality influenced by Craig, as much so as the old line was before he assigned it to the American Company. The stock of the old Anurioan Conipciiy taken by Cralij in the name of Mr. Hyde, was paid for out of the proceeds of the •ale of Craig's one-third interest in the old line from New York to Bo-^ton, (for which he paid nothing). lie obtained about 100 shares of $100 eacii in that way, which he put in the name of his wifo. la the course of the di.scu<«ion rcsjiecting the stoppage of the mojsnges of Johnson <{: 2abriski it was statcil, amongst other things, that Craig was the owner of a considerable amount of stock of that Company, and that he exercised an undue inflneno.e over, its Directors. Mr. Hewitt, in a reply published in iiis own name in the i\'«u? I'orJt AVc/ii/i^ /'o^^ dated July 7th, 1859, after first assorting that the American Company had given no preference to the agent of Ihe Associated Press, and then defending tiic preference given to him on the ground tlint interfer- ence was necessary to prevent the " disgraceful and disastrous result" of the prefer- ence given by the Nova Scotia Company to Johnson dy else, he coubl, with adroit colleagues, make vast s'lms of money in cpeculations. I leave the reader to judge, from the ctyle of hi* correspondence, wlicther he is the right fort of a man to be entrusted wiili the pusn* .-ion of the forci;rn news in advance of every other man in this country. No one mm could have that advantage if the •yBtcrn cstablidied by tie rules of the New York Associatid Pre.-; were al>ro- eatcd. Under that system t!i( re can be but one telegraphic iiu-ssage for the Prcis containing the foreign news. And yet Mr. liaymond tells us tlial that very sys- tem was got up to protect the public, and that it answers the purpose. On tlio joptrary, it appears t'v ! «7 netic Company had not owned such lease, could it have made any profits at all without a connection with that lino ? If it had protected against fraudulent speculators. If two or more messoges are received for different news assncitttions, it ^'ill be impossible for anyone man to lay his plans fur defrauding the unwary. I know it will be said tliat we have no right to rail against monopolies because we have ourselves a monopoly. Now, with respect to our monopoly, which is founded upon the Patent laws, it in a fact worthy of notice, that the public is better served now that the various lines are worked in connection with each other, than it was when there were various companies competing with each otiier. Thus between New York and New Orleans a message is now sent by whichever line may happen to be in working order, whereas formerly the Company receiving; tlie message in the fiii>t inr.tance T«'ould often decline to send it by the rival line, al- though its own line might bo temporarily disabled. Our Company will endeuvor to servo the public well and faithfully, and I have no doubt that we shall be able, at no distant period, to reduce the charges for private messages and special re- ports for the Press on some routes, and yet make a reasonable profit for the stock, holders. Any one who has dured to oppose Craig has always been attacked b}* him wiih the most reckless forocity. Thus the Directors of the Nova >'c.>tia Telegraph Company "stoop to trickery," ^'^^x'* fe- »et a " baso example," arc " lost Vt every sense of decency," and resort to tlie tack» upon " Pfeter Funk game. P„j ^^^, The lion. Francis O. J. Smitli, mIio was the owner of the major part of the stock of the New York and New England Union Telegrapli Company, ond wlio opposed the monopoly of the New York Associated Press, is denounced by Craig a« " that vile scoundrel trickster Fog Smith," " the would-be swindler." Ihe proprietors of all the leading Philadelphia oewspnpers who supported Johnson & Zabriskie in their efforts to supply foreign news, Craig, in his circular of May lOtli, 1S59, calls "their half dozen beggarly newspaper backers who have been excluded from our news a:ratigo:nents because of their inability to pay t/itir iceekly tdegraph bills." Mr. Johnson, in the same circular, is spoken of as a man who fur many years has been engaged iu eiitrupping "'vtrdant fool-t" to engage in the reporting busi- ness — that in this way he occ .ionally seizures " a ucal tile, a glossy coat, nnd fhin- ing boots;" that after a blmrt time "there happens a serious cuUapse, nnd Mr. Johnson retires to the sliady side of the Philadelphia small beer-shops until he can find some other youtli who has more money than brains." This was one of Mr. Craig's contrivances to destroy the credit of th(se who were opposed to him in the reporting businecs. In his pamphlet, dated .May Ist, ISoO, with a postsLript dated June 12th, he attacks the report *f the Special Committee appointed to examine ond report upon the alterations made ia iho tariff for the Pi ess. Those gentlemen, the Prc- i'f 6S t fe- at- npiin op* ni. been without tliat connection, and without a connection with the East or West, could it have paid hcilf its expenses f I suppose not. •ident, Mr. Barnuin, Mr. RumcU, Mr. Allien, IIcmi. Ainoa KenJiU, and Mr. W. M. Swain, are accused b}' Crai^ of " Deception and trickerj." "Disgraceful partiality and injustice." " Baseness." He 8aj8 " tbey miko deliberately false aiul base representations." That tbey " present uothinj; but the tissue uf the most barefaced misrepresenta- tions." That "a more unprincipled act of men never existed." In his second pamphlet, dated July 7th, ISCD, entitled " A reply to the faht- hoods of the Executive Committee," he charges the committee with having made "statements as utterly and ridiculously false as ever were concocted." " Indeed, from the very commencement of thiii controversy, its authors appear to have been lost to every sense of honor, truth, and duty." That the pamphlet of the Executive Committee contains "double the alleged number (36) of palpaMe untrutlis." That it contains " Munscliausoiiisms," "base and scoundrilly imputations," "a barefaced, impudent faUeliood." Thot the Committee are "mendacious." That one of them, Mr. AlJen, has been recently purchased "for five thousand eight hundred dollars or ihereubouts," and that the purchasers ijave made a blunder in purchasing "a n;an whu ^iU deliberately swindle his friends." He oays, " I am only eorry that my power is not os omnipotent as the Commit- tee; and Fog Smith assert, if it were I would summarily string up by the ears, and suspend from the Telegrapli building in SVull street, this whole brood of hypocrites." "True to the instincts of knnvcs these Executive Committee men doubtless find it hard to realize how any man can fail to be a rogue who has half a chance." AppIIcitioii mil lie for CralK's dis- niUjal. An attack rvas made by Cr.iig, some years ago, upon some of the Directors of the New York and Wa-hington rriutiii;; Telegraph Company, and Uon. F. 0. J. Smith and Mr. Henry O'llieliy. One of the directors of the last named c'ew York Associated I'rcis, that their ngtnt liad, in printed letters, dated " 0:1ice of the A'swiatod Press, New York," called him, Mr. Edson, and his colloa;,'u. s, '•liar,," "rogues," "cheats," "bullies," "humbugs," " loathsome reptiles," ttc. Mr. EdsoM, in liis letter to the ostf'ii^ible employers of Mr. Craig (but who acted as if they were his subordinates), "ays: " I liavc a riglit to imjuire whether it is )'.ot pos^-ible for the Associated Press to have an ngciil who l.as U,o ni iiin'r-", boaririjj an IciMiJiirt of a <;ive pamphlets. The system that he has built up will sustain liim as long as it lasts. But fortunately the system itself is undermined, and with its destruction Craig will disappear from the scene. The consolidation of the telegraph lines along the seaboard has broken the power of this man. He can no longer play off one company ag-iinst another, and thus subordinate therr: r.ll. Tlie new company proceeded at once to obtain a lease thr"con«oU- of all the telegraph lines in Nova Scotia, in order the better to fulfil the coveni.nt ''^"""^"aph' which it had entered into to use all legitimate means to prevent the continuance of the monopoly of the foreign news. It will soon be made manifest to the press generally that they need not submit any longer to the dictation of ^Fr. Craig, and I have no doubt that the principal part of even the press of New York, will prefer the working of the new system, which will secure an open market for the news, and a choice of arrangements for the collection and supply of foreign dispatches. Although Mr. Cvnis W. Field has but a small interest in the American Tele- graph Company, he has large interests in the Newfoundland Telegraph Company, and in the Atlantic Cable Company, and it is supposed by many persons that his opinions on the questions in controversy between this rompany and the New York Associated Pre-.-, are entitled to ^ rcat respect on account of the reputation acquired by him through his cotiiiccfion with the Newfoundland line, and the Atlantic Cable. It may bo jiropcr, therefore, to see what claims he has to respect and distinction on account of those enterprise^. The Newfoundland Tele^'raph Line was iiot projected by ilr. Field — he em- barked in the enterprise after a charter had been obtained by Mr. Gi-borne, Mr. Tibbetts, and others, from the Legi^latuI e of Nfv,fourid!:uid, and after llioy had expended a good deal of money npnn the nccc-.uy survey*, an 1 in the construc- tion of part of the line. Mr. C. W. Field, ilr. Peter Cooper, Mr. Taylor, Mr. Roberts, and a few other gentlemen, in New York, purchased the Intore-ts of Messrs. Gliborue and Tibbetts, EffccU o r liaei. Tlie Ncw- foundliktiJ TeloRiaph t'onii):iny— Ui oriRinal objects How Mr. Cy- riu W. KiilJ t'cciiiic con- ntcliffl with th« Atl:kntic Ciitilii Com-, patiy. 70 largo profit upon its cost. It would not pay any profit. It would not pay expenses, nor half of them, without business connections with tho Soutli, witli tho East, or with the West. and obtained onother cbnrter upon better tcrnu for tlie ompariy than the fi)rmer one. The goTerament of Newfoundland was pleased with the project, especially na the interior of llie country was to be opened up through the constructiun of a tele- graph line, and the inoideutal unkinj of a road, u:id the government undurtuuk to guarantee the payment of the intoredt ou bonds of th«* company to the amount of $250,000, and also to grant the company a considerable quantity of land. The company merely intended to construct aline from Cape Race and St. Johii's, across the Island of Newfoundland, to Nova Scotia, and there to connect with the lines of the Nova Scotia Company. The object was to transmit tho news brought by the European steamers to Cape Race and St. Johns, it being _8upposod_by Mr. Field, and his associates that as tiie •teamers usually run near Cape Raoe, they would almost always be intercepted by a vessel employed for that purpose. Experience, however, has shown that this supposition was erroneous, owing to the dense fogs prevailing in that region, and the enterprise has co.isef|uei>tly proved a failure in a pecuniary point of view. At the time when these gentlemen embarked in this speculation, there was aome talk io England about laying a telegraphic cabin betwei'n England and America. A prospectus had been published setting forth tlie proje^it of the Ocean Telegrapli Company to lay cables from Scotland to Iceland, thence to Greenland, thence to Labrador. Mr. Brett, of London, the pioneer of submarine telegraphs, and who bad succes-sfully laid several submarine cables preferred the direct route fror.'i Ireland to Newfoundland, notwitlistanding the great distance between those points. Mr. Cyrus W. Field, and his associates in tho Newfoundland enterprise, did not intend to invest their money in an Atla .iic cable, but took care that their charter should protect them in case other parties should succeed in laying such cable. To that end they secured the exclusive riglit of landir.g cables in Newfoundland niul' Labrador, and it was hoped and expected by them that any Atlantic Cable Com- pany which might establi.^h telegraphic communication betwcei; l^uropc and New- foundland, or Labrador, would have to connect with tlie Newfoundland Company's lines, or be compelled to make some arrangements with the company, whereby they would be saved from ruin, notwitlistanding the .abandonment of their land lines across Newfoundland, in the event of the success of tho Atlantic CaUo. Of course, it was readily scea that the success of a cable of great length acros.s tho ocean would lead to the establishment of telegraphic communication by short Bubmarine cables between Newfoundland and the Continent of America, thus rend- ering the long landdines from Capo Rice to St. John's N. F., thence to Ca[)e R.'iy the entire length of tho Island, and' thence to Tort Hood, in Cape I'.ieton, entirely useless. And also that a lino by Greenland and Labrador would super- Bcdo the line across Newfoundland. Mr. C. W. Field and his associates, when they took up this Newfoundland Tele- l\ ) h ' i! n If wo ncl J to tlio cost of construe t'on a sum for the value of such lusincss conncctionSy the pate.'t ri(/hf3, and riglits and graph proji'ct, liaJ so little f.iith in submarine cables, tbnt instuaJ of stretchini; a cable acro.is from Cape Race to St. Peter's, aiil tlier.o to Sydney, Cape Breton, a distance of about 300 miles ^nly, tlicy proforreJ constructing a line riglit through the Island of Newfoundiiuid — throug'i an unknown wilderness ; and lluit, although they had to cut a roadway, conjtruei britlgts, Jrc, involving an expi no for the entire line to the point of com • . tion in '»'ova Scotia, amounting to between ■ereu and eight hundred thousand dollars. Tht entire distance traTer'>d is about 700 Miles, including a cable sixty miles long. This roundabr. t course was takew to avoid having to lay longer cables — the proJAClor* being iehi al the O'j,:, and un- willing to Tcrturo upon the experiment of l.ijing c, lies 300 n .les long, li will not do f)r the;>) to say that they invented their money in the belief that a cable would be lu •! ncfiily 2,000 mllc;i long. To kctp up ;!.c land linci of the N"-. wfoniidland Company in woil-ng order, u great expend aire ii required nnd owiir; to the nature of the cour'sy .brough which they pass no relianCt "tn bo plixcod upon tli'.'fii. The probability is, that they will soou be abnndone i, a «u',.'r'rinc cut. le on the route designated above being used instf ad. The 8f sculation, as I liave f!t.:t'.»' i b' fort", failed, as it was generally fuund im- possible to intercept the afeanie:*. Mr. Fiold tiien took an interest in the English project of 8li-.fehing a o.ible from Ireland to Newfoundland. He espectel to be able to dirpoao of a considerable amount of the stock of the Company amoi ,rzen other Americans followed their cvampln, each taking a single share, with the exception of one g€ntloi;ian who took two. The shares were £1000 each. Sir. Field had some shares allotted to him as ^le of the promoters. Tiie burthen was bo: no by the people on tic other side oi" the Atlantic; they supplied nearly all the money, and manufactured the cable. It was there, too, that the experiments were tried upon underground lines, the wires being put tngeth r for the purpose of ascertaining whether the turri'!!t wotdd pass through two thousand miles of ii.'snlated wire with suflicieut tHpi lity and certainty for telegraphic purpose?. ilr. Field had no claims whatever either to scientific knowledge, mechanical skill, or pri;cti('id ex[)ericnce. It will be s a-n from this brief recital of facts, that Mr. Field was not entitled to the honors heaped upon him. His ciiiKiecti"n with the Telegraph bun-e of gettinj the ICaropean news ofl'Cape Hace, and sendittg the American news to Ktirope froi;\ tl»at point. Hence the Company was calli'i! the New York, Newfoundland, an 1 London Telegraph t'on:p;ni_v. That such was the object, and that the projectors 4iad no fiiith in l-ng submarine cables, will be manifest to anybody who will loiik at the map ani tra.'o the line from Cup-; W\r^ to St, Pett-'M, NewfoundlatI 1, thence to S^dnej-, Capo Drctoii, 72 privileges of every descrijyfiony wo slmll find that tlic profits aro not excessive. Tlio stocklioUlci-i of the lino from "NVasliington to Xcw Orleans get only six j>er cent., whilst tlio amount invcsteil in the Nova Scotia lines yields only four per cent. AYe, by holding a vast net-work of lines, arc able to make twelve per ccit., and doubtle-s shall make much more hereafter; but how idle it is to talk of the cost of a small section or two of our lines, and then calculate the profits of the whole concerii as being made upon the capital thus rei)resented. Mr. C. W. Field says that the line from Xew York to Bo«ton made large profits before tho consolidation. Suppose it did : That docs not prove that a line between those cities would pay without connections with Halifax, and Cape Kace, and Mont- real, and tho South and tho AYest. Tho error of Mr. Field's reasoning consists in disregarding those connections, our patent rights, and exclusive rights of way. Nobody talks of building fresh lines to Halifax, to Cape Ilace, to Montreal, to New Orle.ins, to Chicago, to St. Louis, and the thousand other places to which this Company has lines, orwith wliicU it has exclusive connections. The capital stock representing the property of the old Amer- ican Company did not merely rej)re3cnt tho lines from Boston to New York, Boston to Springfield, New York to Philadel- phia, &c. y it represented valuable leases of all tiie lines in the State of Maino which enjoy exclusive riglits of way on the rail- roads in that State; leases of all tho lines in the Province of New Brunswick ; exclusive connection with tho Newfoundland lines, and with all the lines of the North American Telegraph where n cable luiglit have been hiid, thus avoiding the enorniou-j expense incurred in building a land line — a line on a circuitous route tlirough a wilderness and liable to frequent derangements. Tiiey bad to lay down a cable sixty miles long across th« gulf of St. Lawrence, and a sliort cable across the gut of Canso, instead of two cables extending about 300 miles. The distance from Ireland to Xewfoundland appears to be too great for a tele- graph line, and the probability is tliat ^eicgrapliic communication with Europe will not be attempted again ty that route, but that the original project for the northern route by Scotland, Iceland, Greenland, and Labrador, which has been re- cently revived, will bo caniod into practical operation, New York, Au-ust 21at, ISoo. I :^-i! 78 Confederation, embracing the AVcst, the South, and Canada. How falhiciou^, then, it is, to speak of tlic property of tho old American Comjiany, for -Aliich it was allowetl $420,000 of tho stock of the con-olidation, as consisting merely or even mainly of tho few miles of lines owned by that Company. It would be as reasonable to speak of the property of tho great Express Companies as c-n-isting merely of their horses, wagons, and office furniture, or — a better illustration — to speak of the property of the India Tlubber Companies as being worth only the price of their buildings and machinery. AVo can make large profits because we have got tho exclusive connections with tens of thousands of miles of lines, and as tho business in- crease^, as it will immensely, from various causes, our profits will go on increasinij until M-e choose to crv enousth ! There is no business in t!iis country more effectually secured against competition than this will bo after we shall have put down the monopoly of the Xew York Associated Press, and that we can do to a certainty without any difficulty wiiatever. I trust that stockholders v/ill not bo misled by tho alarmists, and induced to sell their stock. I have known tho stock of a great Telegraph Comj)any in tlie ^'est (tho Western Union) sold at sixty cents on the dollar, only a few months betbro dividends were declared equal to cent, per cent, on the entire capital stock. The stock was then increased so that each stock- holder got five shares of stock for one, arid this stock pays good dividends. It has been estimated bv an officer of that Com- * pany, fully competent to give a souikI opinion, that their divi- dends will go on increasing from time to time, and will reach 30 to 40 per cent, in 1S03. It appeal's to be absolutely impossiblo to impede the pros- perity of that Company ; it has the exclusive right of way on nearly fifty railroads, and it is bound with our Company and all the other great Companies in the United States and tho British Provinces in a confederation for mutual defense and co-operation. I mention tiieso facts in order that tlie stockholders may not be led by idle threats, false reasoning, and fallacious statistics, to follow tho example of the stockholders in tiie Western Union 10 u Company, who sold tliclr stock becauso they ftiiled to appreci- ate the eflocts of the consolidation of the "Western lines, but made their calculations upon bases similar to those now pre- sented by the parties who want to persuade the stockholders of this Company that their stock is of but little value. In conclusion, sir, I beg leave to recommend this meeting to leave the aftairs of tlie Company in the hands of its represen- tatives the Directors. To the stockholders, whether owning many or few shares, I would say, keep them, because I firmly believe that under the consolidation they will become very valuable.