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| seen Messrs. Brown, Brothers & Company and presented the matter for consideration and they stated they would take the matter under advisement and state their attitude later. Thereupon, a recess was taken until 3 o'clock PM | |
| Thursday May 21 1908 3 o'clock PM. A quorum not being present, the recess was continued to Friday May 22 1908 at 11 o'clock AM. | |
| May 22 1908 | Friday May 22 1908 11 o'clock AM. Present: Henry J. Bowdoin; Patrick Calhoun; Murray Carleton; Sidney H. March; C. D. Smithers; Mr. Grier Hersh, ex-President of the Maryland Trust Company; Mr. L. S. Zimmerman, its Acting President; and Mr. W. L. Marbury, Counsel of said Company; were also present. On motion, duly seconded and carried, Mr. Henry J. Bowdoin took the chair. On motion, duly seconded and carried, the reading of the minutes of the former sessions of this meeting was deferred. |
| Committee of 3 appointed April 20 1908 to examine proposed decree increased to 5 | Thereupon, on motion duly seconded, the following resolution was unanimously adopted. Resolved, that the committee of three, appointed by this Board on April 20 1908, consisting of Messrs. Whitaker, Jordan and Henry Wollman, to examine the proposed decree, which it is contemplated shall be entered, and report upon the same to this Board, is hereby increased to five members, and that Messrs. Henry J. Bowdoin and Murray Carleton are hereby added to said committee. |
| Revised - Draft of Decree approved in substance and submitted to Committee of 5 - in connection with H. O. Head General Counsel | Thereupon, on motion duly seconded and carried, the following resolution was unanimously adopted:- |
| Modification of Decree | Resolved, that the re-draft of the proposed decree in the case of the Maryland Trust Company, versus Kirby Lumber Company, et alia, as submitted by counsel for the Trustee to this meeting, is hereby approved in substance, and the same is hereby referred to the committee consisting of Messrs. Edwards Whitaker, N. W. Jordan, Henry Wollman, Henry J. Bowdoin, and Murray Carleton, and said committee is authorized, with the aid of Judge Head, General Counsel of the Company, to settle without referring back to this Board as previously instructed, the final details and phraseology before authorizing the entry of the same, and that the committee is authorized to consent to a modification of the decree so as to provide that possession of the trust estate under the decree shall continue until the trust has been fully executed. |
| H. O. Co. counsel to take necessary steps to secure consent judgments | Thereupon, on motion duly seconded, the following resolution was unanimously adopted:- Resolved, that the counsel of this Company is hereby requested to take all necessary steps to secure judgments by consent in the United States Circuit Court for the respective amounts which are found to be due by the report of the Committee to pass upon claims heretofore received and approved by this Board, in either or both the Southern |
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have its claim for $442,874.54 made a first lien upon the property and to come ahead of the Timber Certificates, unless like equality was extended to the Timber Certificate Committee as to payment of its fee or claim. That they would however, accept the identical terms of payment, in this regard, as was extended to the Trustee as to its said claim. That in no event would they consider an exchange of their judgement claim for $713,583.60 for the prospect debt certificates; that said loan would have to be paid in cash. They would agree, however, that in the event the fee of the Timber Certificate Committee was allowed, and placed on the same footing as to payment with that of the Trustee, and the loan of $713,583,60 was paid in cash, that the remainder of their claim amounting to about $225,000 would be exchanged for debt certificates, and further, that as to the claim of the Timber Certificate Committee for fees, viz., 273,000 that $113.000 of that amount, the compensation for the committee they would consent to its payment in the same manner as similar fees were paid to other parties, as they did not regard that amount as bearing the same relation as to priority as their claims for $75.000 and for $85,000 respectively. In other words, the total of these two amounts, $160.000 must in any event be placed on the same basis of payment as the claim of the Trustee, to-wit: ahead of the Timber Certificates, and for the remainder, payment would be accepted on the same basis accorded to similar claims.
[red pen left margin: Mr. Carleton's report recd and ordered spread upon mts] Whereupon, on motion duly seconded and carried, the said report of Mr. Carleton was received and ordered spread upon the minutes. Thereupon, on motion duly seconded, the following resolution was unanimously adopted.
[red pen left margin: Counsel for Trustee requested to see John G Johnson in re proposed decree] Resolved, that the counsel for the Maryland Trust Company. Trustee, is hereby requested to confer with Messrs John G. Johnson and John Henry Hammond, counsel for the Timber Certificate Committee and for Messrs. Brown Brothers & Company, and submit to them the re-drafted copy, of the proposed decree and ascertain as far as possible any conditions that said Counsel for the Timber Certificate Committee and for Messrs. Brown Brothers & Company may desire to have set forth in said decree, and
Resolved, further, that the counsel for the Maryland Trust Company, Trustee, hold said conference at an early date and if possible, before the Cmmittee of five, heretofore appointed with reference to said decree, holds its meeting in St Louis.
[red pen left margin: Communication from chman Tbr Ctp Com to Chman of Com. to Pass upon Claims] Thereupon, the Secretary read to the Board a communication, dated May 22, 1908, from Mr. G. N. Young, Chairman of the Timber Certificates Protective Committee, to Mr S. H. March, Chairman of the Committee heretofore appointed by this Board to pass upon claims, enclosing a statement covering the fees and expense of the Timber Certificates Protective Committee, amounting in the aggregate to $273.719.64, said Communication being as follows:- "Your favor of the 21st inst and has been received. Assuming
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that the proposed decree for the settlement of the litigation between the Maryland Trust Company, Trustee, and the Kirby Lumber Company and Houston Oil Company of Texas, will be put in a form acceptable to the Timber Certificates Protective Committee and to its counsel; and in case this decree is entered within a reasonable time, the SubCommittee of the Timber Certificates Protective Committee has prepared a report to the Full Committee covering the fees and expenses of the Committee, a copy of which report is enclosed, in answer to your inquiry."
[red pen left margin: Reply of Chman of Com. on claims to Chman of Tax C & f Com.]
There upon on motion duly seconded, the following resolution was unanimously adopted:-
Resolved, that Mr. S. H. March, Chairman of the Committee to pass upon claims, is hereby requested to reply as follows to the letter, dated May 22, 1908, from Mr. G. H. Young, Chairman of the Timber Certificates Protective Committee:-
"In reply to your favor of May 22nd, I beg to say that provision has been made by the Board of Directors of the Houston Oil Company of Texas, by authorizing an issue of $3,500.000 of second series Timber Certificates, to provide the means of payment of its floating, debt obligation, which provision contemplates a proper and reasonable fee to your Committee; though out of respect for your views and the conditions imposed by you regarding the proposed decree, the Board of Directors of the Houston Oil Company of Texas is not prepared at this time, pending an agreement upon the decree by your Committee and the Trustee, to recommend or agree upon the amount of the fee for your Committee."
[red pen left margin: $12.000 per year addition compensation to Chas Dillingham, Recr.]
Thereupon, on motion duly seconded, the following resolution was unanimously adopted:-
Resolved, that Chas. Dillingham, Receiver of the Houston Oil Company of Texas, is hereby allowed compensation at the rate of $12,000 per year for the term of his Receivership, which compensation this Board is advised by Capt. James A. Baker will be satisfactory to the said Chas. Dillingham, and
Resolved further, that the payments which have been, or may be made to the said Chas. Dillingham, on account of his compensation as such Receiver, in excess of $6,000 per annum, shall be paid to him in the second series of Timber Certificates.
Thereupon, on motion duly seconded and carried, the meeting was adjourned sine die.
[illegible signature] President
J A Whitaker, Secretary
