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Show BH the pioche merger in the air I B To all appearances the Amalgamated Pioche B merger deal is like the experience of a man who B journeys safely around the world and breaks his H leg on his own doorstep. H After reaching numerous agreements, the H holding of many conferences and the announce-H announce-H ment of at least two "consummations," the par-H par-H ties to the deal Ernest R. Woolley on the one H side and the Godbo brothers on the other are , H agreed on one thing, which is that the consolidates consolida-tes tion will not be effected. If this agreement holds H no better than the other agreements, the negotia-H negotia-H tions will be reopened, but at this writing the out-H out-H look for a merger of the large Pioche properties H is, to say the least, dubious. H Thomas W. LawBon, in one of his classical H compositions, tells of closing a multimillion dollar H deal in half an hour without leaving the office in H which it was discused. If that is a record for H quick work the Pioche negotiators "can at least H lay claim fo the prize for delays, misunderstand-H misunderstand-H ings and railroad journeys. H Each side charges the other with multitudin- B ous acts of bad faith, most of them trivial in B themselves, but resulting in an aggregate of ill H feeling which formed an Insuperable obstacle to H an agreement. B During the past few days, some of those more B or less interested in the proposed merger have B released somo details, regarding which the pub- B lie is not familiar. B Going back to the inception of the plan in B September, 1910, the claim is made that the B Godbes enlisted the aid of Ernest R. Woolley in L placing the Prince Consolidated on the eastern B market, that Mr. "Woolley put the matter before H W. J. Calkins and associates at that memorable B number, 26 Broadway, and that Woolley was ad- m vised to buy the Nevada-Utah and arrange a con- M solidation. B The proposal at that time, it is said, was to jI put the Prince, the Consolidated Pioche and the H Nevada-Utah in for one-third each, put a half mil- B lion in the treasury by the sale of bonds, give the H bond purchasers 100,000 shares of btock as a B bonus and grant Ernest R. Woolley 50,000 shares B of stock for the promotion. B This is alleged to have been acceptable to the B Prince interests, and (Ernest Woolley, the narra- B tive goes, bought personally 50,000 shares of the 1 Nevada-Utah and took an option on 96,800 shares H of treasury stock at 75 cents, of which he was K to have one-third and Calkins and his friends H two-thirds. Then, it Is related by those on his H side that .Ernest Woolley was importuned by M the Prince Consolidated officers, to buy for 60 H cents a share, the 60,000 shares of stock in the H Prince treasury. H "Sure," said Woolley. H The scene shifts to Louisville, Kentucky, the H headquarters of the Prince and the home of Pres- H ident Hackett, after which, it is said that con- H tracts for the sale of the Prince and the H Ohio-Kentucky were placed in escrow in the H Bank of Commerce in New York, awaiting a cash H payment on the Prince treasury stock. Hp kett H and the Godbes, according to Mr. Woolley, asked H for $175,000 for 35,000 shares of their perbonal B stock in the Amalgamated Pioche company which Hi was to be. H "Sure," said Woolley, again. H The story continues: Woolley advised his B backers in New York to take the contracts out H of escrow, whereupon he was called on the car- H pet for agreeing to the payment of money in ad- B vance of the delivery of deeds to the real estate H holdings of the r ince and Ohio-Kentucky. To H placate them he allowed the escrow agreement HB to lapse and made the payment for the Prince HB treasury shares, 36,000, by his personal check H to the Prince Consolidated company. Almost as soon as this payment was made, Ernest Woolley has charged, the Prince Ohio-' Kentucky interests attempted to repudiate the Louisville contract. Suit for performance of the contract was threatened and discontinued when i a new series of negotiations was begun. These negotiations eventuated in the meeting in Salt Xake City last month. ., Among the minor diificulties attending the ft final attempt to get together, were Mr. Godbe's al- f leged assertion that "Woolley had claimed to rep resent John D. Ryan, which Woolley denies, Mr. Godbe's alleged accusation that Woolley had in-'duced in-'duced the brokerage firm of Charles A. Stone-ham Stone-ham & Co. to represent the terms of the deal as unduly favorable to the Nevada-Utah (which Wool-ley Wool-ley also denies), and that Colonel Hackett was incensed because a copy of the Louisville coa-tract coa-tract had been turned over to Woolley, after the payment of the $36,000 on Prince stock. In due time, however, these creases were ironed out and the parties met in Salt Lake. Pol-lowing Pol-lowing is what the Woolleys consider an accurate accur-ate statement of subsequent events: MisBlng a i glorious opportunity to celebrate St. Patrick's day appropriately, the directors of the three companies did not get down to business in Salt Lake until March 18. The forces were almost equally matched. The Godbes were reinforced rein-forced by Colonel Hackett, who had come on from Louisville, while Fred Woolley was in Ernest Er-nest Woolley's corner, together with Ben Rich. The merger plan, as outlined by Ernest Wool-ley, Wool-ley, provided that the iNevada-Utah should deed over all its property in Lincoln county, Nevada, Ne-vada, with the exception of the Half Moon and Manhattan groups and the Telephone claim, to a million-share corporation to be known as the Amalgamated Pioche Mines & Smelter corporation, corpora-tion, for two hundred thousand shares of Amalgamated Amal-gamated stock, par $10 a share. The Prince Consolidated and Consolidated Pioche were to deed over all their holdings and receive 200,000 shares each. A bond issue of $750,000 was to be authorized. Ernest " Woolley agreed to sell a quarter of a million of the bonds for cash, to be placed in the treasury of the Amalgamated. II. was also contemplated that the Amalgamated " sBI should buy for cash from individual stockhold- C'-H ers 450,000 shares of Prince Consolidated and - ' 217,000 shares of Ohio-Kentucky at 75 cents a H (Continued on Pago 15.) H THE PIOCHE MERGER IN THE AIR. (Continued from Pago 11.) share and 33,000 shares from the treasury of the Ohio-Kentucky for $25,000. An initial expense of approximately $525,000 was to be incurred by the Amalgamated, of which $275,000 called for cash and $250,000 was to bo met by a note secured by Amalgamated ft bonds and guaranteed by the Nevada-Utah. gmV An agreement was reached by the directors on M behalf of the stockholders. The Godbes claim that it failed to specify the place at which the deeds should be exchangei for stock, and i the Woolleys state that it was the agreement I from the first and thoroughly understood that the deal was to be closed in New York. This proved I to be the rock upon which the merger finally cap sized. I Woolley insists that by the terms of every agreement the transfer to the Amalgamated was to be made in New York. The Godbes insist that there was no inderstanding as to where the final i ' settlement was to be made. A supplementary agreement, it is claimed, was accepted verbally, specifying that instead of the Amalgamated paying for the properties of the other companies entirely in stock and afterward purchasing the shares of individuals for cash, ,the payments be made direct to the Prince and Ohio-Kentucky Ohio-Kentucky companies in cash and stock, the Ne-1 Ne-1 vada-Utah to receive all stock and no cash. I In reducing the proposition to writing uio at torneys for the Godbes formulated it in a manner which, the Woolleys claim, was not entirely in accord with the verbal understanding. After dis- . cussing the matter further, the drawing of the resolution res-olution was then, according to the Woolleys, referred re-ferred to the attorneys of the Nevada-Utah, but before they completed the task, it is alleged that the Prince and Ohio-Kentucky officials held a meeting, adopted the first resolution drawn by I their attorney, delivered it to Woolley, and, it is j alleged, stated, in effect, that that was where they t stood in the matter. Here the ways parted. Such i3 one explanation of the failure of one of the most important combinations of recent years as gleaned from some of those supposed to be in a position to explain. It is the iirst word to date conveying any of the promoter's side of the story. The view taken by Messrs. Hackett and Godbe is fairly well known. |