Show I4 r i COMPANY THE I- 4 CLALIN — j given at were exclusive ties -i j ‘3700000 and - f REORGANIZATION the further proor in visions relating especially to rail-' road prohibits corporationswhich the of dividends disbursement other than out of profits actually by the corporationbut for earned this the purposeof letter assume that the provision quoted is aboveagainst implied inhibition a an of dividends unless disbursement the same be out of profits actually hand earned and on The question then arises whether declared Is to or not the dividend actually be paid from profits earned and on hand Profit Seem Actual from the It statement appears made by Judge Lovett and above referred to that the dividend is to be paid from profits actually will not set earned and on hand out in detail the statementof facts this as by Judge Lovett in that the for the reason connection traffic bureauhas not in any way dispute this statement attempted to and has based its request to you upon such statement it” from this statement appears that “the Unionhad system on 1913 June 30 unappropriated surplus profit appearing accumulated as credit balance to its profit a and loss account of 3151153386 And further that “this balance of derived in accumulated profit is and miscellaneous part from investments from incomes in part realized profit of some 358000000 securities on the sale of Northern Northern Pacific and Great Northern stocks in 1905 and subsequent from years in excess of cost and other profits of miscellaneous -act H-x) J at TO its-present Sol Concern’s proceedings become Expressed vency 'York New in inancial Circles issued I Cartner-Knott a 1 e es-mate i a Character" Lovett states that Again Judgesheet “the balance of the Union 1913 1 continued zf Inn 30 $902713-total assets of showed total liabilities 934 and (including of capital stock and $50344886 The $751560567 reserve funds) of therefore surplus Qtcptc wafp REUSES INTERERE DIVIDEND WITH PAYMENT these 1 ’ A ” — — j 5' A h 1 i v will with hiarh a make A i d n H bureau Dividend of will again Evert bpcause 9 c 10 for 1'3 e That Values MAKE WILL Sit ee Up 98c 3 Don’t be Take Notice at $195 $135 $165 and confusedor fire one ed YOU sale misled of shoes I - ! o Remember that’s LEWIS’ to creditors" its And again: “The very section wethatare there contemplates be a surplus and that such may be divided The surplus surplus may cash and then it may be in be in property and if the may property is situated that so a thereof the stockholders among is practicable a dividend in property be declared and may that may be distributed among considering but 1 division e A NEXT EXQUISITE waists DOOR WEST O THE this was a within the meaning of the section of the revised statutes above then what property did it set out divide? Not portion of the any — — Wiring House PARIS ' ' Repairing " $ men teams Us Let urnish You an 1 Estimate Globe WANTED Quality full of amount as A the Motorless R J JJof r a Electric Co Sign of the electric sign of interchangeable without a current but 2-3 2-3 ’ BARN also 131 E us and we X v a 2-3 electric Was 7368 OURTH This met advertised reductidrv a Will sensationally at event low' Willbenec-essary it until 9 o’clock evening i- " 98c waists six dif-: Marquisette ferent new modelsin anfd and three-quarter Lawn V neck different sleeves materials Sizefe from 34 42 to in 'K MIDDIES values waists dozen difa SPECIAL today nt enormous ranarc Ata 9175 - ED MM 30c 95c of styles 9L25 and anl iiIL HATS CHILDREN’S Shapes includes HEMP the latest Bandeaux and Stior blocks black and white ATS If in made heavy reductions children’s hats Some less than are marked at ONE-HAL regular prices Hftts for all We our line SHAPES in Colors burnt jxN'-ii t 50 have lines of at 50c occa-slons and up j AND COAT $10 Cape DEPARTMENT SUIT $595 styles Coats newest REDUCTIONS HEAVY $10 values—’ One lot of wool Middy Dresses Saturday $495 Taffeta Silk Dresses Regular $2750 values— Saturday $995 k Wool $20 and Women’s Silk Moire Girls' Young' Suits 914)0 Lawn of the fancy sizes 34 to Desiring has a corporation surplus dividend shall be whether made and if made how much it shall be and and it when where shall be payable rest in the fair and honest discretion of the directors by the courts uncontrollable & they (dividends) Whether shall be made in cash or property also rest in the discretion of must the directors There is no rule of law or reason founded upon publjc policy which condemns a property dividend” It would seem that the members of the traffic bureau at the time their communication was forwarded had not fullv taken into to you consideration the conditions of this dividend now declared they must have been fully both as to facts and the informed controlling the matter set law as out in Judge Lovett’s letter above referred to In this letter Judge Lovett has to clearly set it me very seems the law control out which would in the question under discussion as follows: All 9400 all w’ool Coats Saturday Tailored values $995 to up -- $745 Suits QQA wOV and $150 Long in Kimorn assortmentof Si£es from 34 to 43 neat styles and patterns $125 $995 $23 Dressing Sacques made figured lawn 44 at Wool fancy Skirts made of the mixtures 1 Several QE different styles—at 60c Middies 15c Ladies’ ast Black Young Girls Sizes Two 16 to' 20 models yrs ton Hoet all sizes pair i1t Depart Cloakatand ment UnbleachedTurkish 20c igured Lawn Dresses ancy Towels good size each good quality fancy figured Made ofSizes from Pettieoats different 79c lawn 15c yard I6-Bntton Gloves the pair Ch a in Length White 16 18 34 36 38 Several Made of 4 Cfef sateen at Cotton 9100 of Chailie Kimonos the fancy figured Chailies Sizes 34 to 42 at W A i f 15c '-‘Y and 30c All Silk Taffeta plain and moire the yard — Rlb-bon 3 ' Inches "wide AvC 10c Torchon! Yd Lace 1 to 2 AgW IB® cake vv ? i T 5 ! -WV Aproun 4 - - Silk Lisle - at 25c Black Sateen extra quality different Infante Hose-pair EQ PJLa9r formerly Middles 9125 Galatea styles: sizes from a -otsette 20c vvv Swiss Curtain 36-inch to 5Oe Taffeta Silk ParaIIouRe D reswee Cap to 9125 Match noIs: 9200 all stripes and checks shades sizes 34 to 44 at 75c Little Girls Lawn Hats Infants’ Dept Lot of Girls Skirts One Young 25c Sun Made of all wool material and Bonnets sold at $650 Good CfeCE all colors 10c showingof sizes: at BocabeUi Soap a A 39c 34 GOc Waehnble Gingham several different styles a Made v57v Last Day of Big Corset Sale Entire stock of G Corsets at a discount new models included reserve D of in anti C Children’s Plain Drawers pair i Muslin ! I i :5c Ladies Pure Linen Hand Embroidejred Handkerchiefs black B 9100 All Silk Glaves All e? all white pair sizes' - V ’ aqd : and this sate No i 10c ' 15 I RQf ' ? strain the and Very (Signed ft distribution of such you are so advised respectfully yours A ) : Y divident BARNES General R UNION Attorney “In view of the advice of the legal not disposed to direct department am general to institute on the attorney action looking behalf of the state any of the distribution toward prevention of the Union Pacific Railroad company dividend y bout to be paid to the holders of the common stock of said PACIIC t company “Very (Signed) A RANK respectfully SPRY “Governor” -WILLIAM SECURES BROS ALORD STOCK Depart A 700 725 945 A 1201 Dally' L clothing and The stock of men’s over from Alford taken the Utah Brothers by has Associationof Credit Men been sold by that furnishings organization H ' ’’ Limited— Ogden’ Omaha Chicago ! i- 205 p 215 p Los 350 p Moverland Buttej JPortland OgdenJ Angeles Limited— Omaha Chicago Denver St Louii dnan& vnicago il Denver St Louls 3gden Brigham Cache Valiev Malad and intermediate San rancisco also 8) Dins"'' - £45$t I- r L ? x — ’ 415 P M 600 650 P M ' A M P M M 1155 It J DenverOmaha Chicago also i Ogden (San rancisco I I ’ 805: 635 returning) U ! t P Ogden 1 Omaha Chida'eo -A ? r ' Yellowstone SpeclaI-rOgdCri AUdHV JCLAA04 AUUVrtaiUUU ‘also arrivlncrI Pocatello ' jU AlJ-a -- i-ocyjUO M 1145 ’ !’'x I - :435jcSlL' ' ! - because -- M PJ ' Boise 1 YELLOWSTOXK PARK goes “Wylie Way” Everybody it’s first-class economicaland healthful?Get a new folder and rates Office opposite Tabernaclegate 25 W South Temple Telephone Was 1137 — Advertisement —is the open CLASSIIED advertising road to employment 550 r Pacific : M j63KPL?MAi ' 1 to A rank who will dispose the stock In the original announcement of the disposal of the stock it was stated tltat the credit association would handlethe marketing of the goods Arrive 1000 P j alls-Boise s of CARD s t Ogaen P : Ely? Ogden Sacramento Pacific Limited Ogden- M Sak rancisco iSacramento 210 M J?: J City Ticket Office t Hotel Utah P - - - 'D ’ J5 Telephone-Main i iili' "S ' - '-'I t jl914 15 Ogden ’ ’ JUNE Ma Lad Pocatellc? Ogden Cache Valley Ashton Twin Denver Kansas City Omaha Chicago Beno Sacra-men Overland Limited — Ogden to San rancisco M M M M M i “'LtZ--’’1 TIME SYSTEM EECTIVE I r facts presented did show a violation of the statutory provision it herein quoted would seem that the only action that could be taken trie action by state would beof an sections the under provisions 3610 and 3611 CompiledbeLaws of Utah 1907 That would an state brought on behalf of the in quo bv the attorney general action could be warranto forwhich the of brought declared only purpose the forfeited charter having of the corporation for violation of the provisions of the act by or under which it was created It is my opinion that the facts violation of set out do not show the act render which this corporation was1 created and further that the stete could not be successful in an action broughtto enjoin or rea SOUTH 1 1 k has u 95c jaA the their respective interests in such surplus thus in effect borowing the same of the stockholders to use the surplus and add it to the permanent capital of the lawfully and created company having shares of stock they could the issue to stockholders such shares to represent their respective Interests in such surplus In doing these things no law would be the capital wouldbe kept creditors and no stockholders or would have any legal right to in action will call - ’ today not beautiful WAISTS — These in Waists manv all the newe’st as represented Untrimmed Indebtednessredeemable future representing a Phone K z“"‘ - Never of prices certificates of assets Globe less motor more efficient cheaper than any other sign on the market - i' undone' ‘q offer ever offered in to exceptional values order reduce these our The assemblage embraces the sea stock before inventory immense son’s most called for colors as well as black and white' There are hats for and misses with LOWERS MAUWE and trimmed women fancy OSTRICH EATHERS all presented for quick selling? at the above sensational low price stock made surplus earnings have divided which it could it but instead of dividing them bad invested them in property to facilitate and enlarge its business and such found to propertv was That be 315526590 sum worth its It constituted surplus was with the other property commingled of the company and used for corporate purposes But it was not the reach of the dividendmaking beyond of the directors They couldpower reclaim it for division and if among the stockholders cash practicable convert it into They for that purpose could issue to the stockholders the dividend should be paid in cash or in property Under the law as long settled any excess of assets over capital stock profit and liabilities constitutes It quite available for dividends is what funds or other immaterial dividend are distributed as the if the amount does not exceed of profit available for div L nothing Ms Sold 7 wo TRI Hundred' OR OfUGIXAL VALVESVP 'TO $300 The greatest values we have its Immaterial “Having accumulated surplus profits sufficient for the payment of this dividend it was immaterial from a legal standpointwhether effects EARLY MORAN’S this $350 $376 and $4 and ends from our at dozen waists regular 33 daintv washable materials -iftv 1 a !' ‘3 DAINTY All sizes The Way Novelty At J AND sold originally Cars’99 amount idends" If the APPLY bargain although ' ' and That low bar gain open $1000 to odds Sample lines and stock magnificent styles well remained “When stockholders” And further: Surplus Property be conceived that “But if it can divideftd of property and : Store Day Waists own complain a Broadway a of Sale more tables great - 2 intact ” East left these and Embracing pretty Nets Chiffons Crepe de Chine Dolly Varden Prints Marquisettes fancy striped Silks and many other of the season’s in daintymaterials dozensof different models in all the delicate shades as well the black and as white yMryw1 violated I 26 has many this attend Up company had Y N intact COMPANY SHOE day— annuls advertisement this Waist for -Wter corporation LEWIS THE e — is the Pre-Inventory duplicate to appreciate to you Today the that company: intact subtracting there remainedto the the dividend the company prior capital corporation there of the and per cent bargain counters on fully To prices day 50 to placed be capital of Union Telegraph company from In 162 is cited and quoted this last mentioned case plaintiff sough! to prevent the directors of the Union Telegraph Western declaring a certain from company provisions of dividend the under statute the New York forbidding directors to make dividends excepting from the surplus profits arising the from tlie business of In In the opinion found in that case the court referring referring to the above mentioned provisions of said: the statute that "All these provisions show it the of the legislature wag purpose of them to by create means capital for the a property that and then to keep the solvency so as to secure of the corporation and its responsibility t I closing syT-li&'fUJjtple record-breaking in organization great one be able you presented in item from assembled “Quantity Productionof Profits- declared ar-Sa-le seeker the this remembered be khe and bargain ft r by the The contention made plaintiff coTnpanyin that case was declared was not that the dividend share of the profits but of capital a and the court after reviewing presented the same facts as held that the dividend here was not of capital but was earned and on of profits actually hand In the opinion in that case the case of Williams versus At estern v fact that Notwithstanding the is new midsummer footwear prices reriving dally ire main are deunchanged We all sea-enn termined to open the leaned of all with ohAlvAs of this season's goods regardless the sacrifice in Never before merchandising history of Salt Luke have shoes new dependable in style completein and correc and assortmentsevery size stvle and leather sold for so little of make to long powerful the it priced cannot reach it his productionwon’t support the equipment in vestment Studebaker has all the requisites for producing the accumulated The giving to discussion traffic Sale Prices e 0e 9 a arranged ' Continue Saif rush defendant © -A beithe I EL L’V Stqre will This bring that action i f ' ' - -because recently HmMMHIBMl 1 J profits have but for the assembler cannotachieve with a lowered price he is an assembler not a manufacturer small manufacturers The The 1 MA4 4 day a t semi-manufactured: BROADWAY in w V’-- scenes store has manufacturing methods a J — Y ' Pre-Int)entory will Assurance 9999999999999 — air- ' Big the Great our be by bureau i -- SIX ipatched save Studebaker I I AlB TB including The X I Crowded Studebaker quality cannot obligations a EAST Today a referred 26 - ' -dnTo cs I CO h Am MajMfg heat-treatinff interests SHOE -1 P:i-to I LEWIS H ' - S Jr"- 1 a CM I of my purpose what in immaterial answer itthe issurplus been accumulated manner so long as has highest quality SIX-big there is such aiirnliis now held in the profit and volume laboratories loss account it foundries And the can make no difference right of the Union shops as to plants forge declare cific Railroad company there may stamping mills machine wh h of the large or small be amount shops body and upholstering and other outstanding bonds plant etc of the company providing there is sufficient surplus over the You’ll find the evidence of total liabilitiesof the company capital stock outstanding Studebaker manufacturing for obligations bonds and other and Studebaker quality in such dividend the payment of this SIX holds the the way Sarplns Sufficient made road in its vibrationless by the rom Lovett statement have silent motor in its noiseless as Judge stated haswhich been in any abovedisputed bv not and trans rear axle the traffic way it is there is conclusivethat hand mission sufficient surplus for a on qualities are present in These the payment of such dividend degree in other varying called to My attention has been Life cars accordingto ‘whether the case of the Equitable they are completely or United society of the or Railroad States vs Union Pacific but you must vol 147 of reported in have them in company your “SIN" This the N Y Supp at page 382 Send for the StudebakerProof is decision of the supreme court Book describingStudebaker appellate division have been inmeth manufacturing that this decision lias formedbeen ods affirmed by the appellate York This court of New by the plaintiff was brought O B Detroit of large number of shares a Touring Car $1050 owner OUR Touring stock of the of the preferred SIX Car $1575 As the railroad company SIX Landau-Roadster $1800 preferred stock the such SIX Sedan $2250 owner of company it plaintiff contendedthat had the right to share in the dividend declared by the Union Pacific to be distributed Railroad company Distributor of its stock C A QUIGLEY to the holders common the dividend being the same dividend 161 South State Street declared by the Union Pacific Railroad now under Salt Lake Oity company here and referred to by the No ’09999999999® ? — JI ’ car a address STORES CINCINNATI LOUISVILLE NASHVILLE AND SPOKANE INVOLVED J? 4-' x- $1575 even of $151000000 corresponding over surplus course with accumulated of credit balance appearing as the profit and loss account" urther explanationis given in this letter of the manner in winch been co-operate An ' —Mensae QIV SlzB it acifijc deposited continued 1914 a o’clock thisafternoon It was U1 to appropr taken to insure id iately Xxonn ono nr measure between 25 and protective operation of the White House '30 per cent of the outstandingnotes store of the Claflin company had been intention to deposit had been or signified of the creditors to be held A about meeting In ten days will determine TO shall be Whether theif receivership they and so on what terms shall be allowed to borrow to continue t)ic business At this meeting a committee creditors be selected to of may Page 1) rom with the receivers (Continued petition this end that we In bankruptcy ties It is to Involuntary respectfully ask was filed here today against vou and general of this the that the attorney Defender Manufacturing company take such of this city of makers underwear a state be instructed to Claflin company such powers as of the II B action and invoke subhidiary necessary Receivers in equity proceedings may be proper and Statute appointed at the time of the were Specific Claflin (allure but il was contended the traffic bureauin this ’’While that the company was solvent Creditors letter has made the sweeping now seek to have it provides adjudged that the “law statement remedial Claflin relief covering bankrupt Counsel for the will form of it is understood oppose transactions of this character” the petition failed to point it has of nearly for the string provision Receivershipsstores out any statutory under thirty Claflin throughout the such proposed action which any countrly pad up to noon today been put had can be assume however Into effect in only six stores that the traffic bureau refers to following provision found in the IN section 322 Compiled laws of Utah 1907 whereinthe powers of corporations under the general incorporated act of Utah are incorporation The provision enumerated reads as follows: result of to ’Cincinnati June 26 — As Claflin shall have the the failure of the H B company “such corporations profits McAlpin right to disburse out of of the George W New York such actually earned and on hand and the air company company dividends from time to time as the two of Cincinnati’s largest department deem HJtores voluntarily directors may prudent wnt into the hands is provision to no express Of reOelvers today There be found either in the general corassets of the McAlpin company1 GOVERNOR 27 v--' ECONOMICAL LIGHT WEIGHT a — s ’ jV -ar JUNE L a - 7 i-M SATURDAY -Pacific 1 according 2 - UTAH md® TEW YORK tortuJuneof 26 — ollowingof Kt- ’meeting ty committees June 26— Thq 1 holding Nashville Tenn merchandise and note of the Dry Goods compamy creditors rapid reorganization of the H B Claflin one of Claflin j H which failed Nashville stores filed a voluntary liabf ti esr of which Yesterday with company 584000000 company petition in the plans bankruptcy is ofsolvent wh n tve predicted Although the company to representatives nnt become definite enough for taken here for The action was ti Issuance of any statementgeneral the local cmfidenee in the solvency of the com- the purpose of continuing was expressed to business wnnoui imen upnv -p:ti my According the receivership of a C secretary of the Drew creditors’ committee the merchandise 26— R B Gage these creditors Spokane Wash wasJuneAppointed cnaims of oo amount to yesterday Seattie who about' no on njs wouiti nring tne of receiver for the Claflin stores at liabilities of the failed tetat estimated and Seattle was appointedlate rrh to Tacoma $36000000 the Whitef today receiver for House the Janies K Alexander chairmannf that Claflin store in another store Spokane n 'toholdeni’committee announced stated that the action was J — CITY I ! including 18 LAKE I J HURRIED BE M Gojifidenpein At 1 petition Louisvi’le Ky June 26 A ni in federal court— today by was four local creditors of Bacon & Sons the city’s largest one of department Is affiliated with the stores and which II B’ Claflin company of New York firtn be adjudged asking thatThethe creditors bankruptthe business! are satisfied to have conducted under but the management designed to protect the are creditors claims should the firm' Involved in financial difficulties in with the Qlaflln company connection failure of the Bacon concern A statement in assets of ebruary claimed 3257291 356J164and liabilities ofstock 3250000 capital h -HEBALD-REPUBLICAN poration liablli-: the of Its to ihdebtedness Claflin company-at 3555000 air company gave its assets The exclusive of its $CQvOO liabilities to the ‘Claflin company $40000 indebtedness i SALT K t 4 ’ ’ 1- ' |