WEBER, November 6, 1868. Know all men by these presents, that I, J. W. Davis, do hereby, in consideration of one dollar, lawful money of the United States, to me in hand paid, and for other considerations to me satisfactory, do hereby assign, transfer, and set over to Oliver Ames, Thomas C. Durant, John Duff, Sidney Dillon, H. S. McComb, B. E. Bates, and C. S. Bushnell, trustees for the stockholders of the Union Pacific Railroad Company, the contract made with me for building a portion of their road, dated November 1, to have and to hold the same as trustees aforesaid, and all benefits and profits accruing from the same, they assuming and paying all losses and liabilities of every kind; said profits, if any, to be divided pro rata according to the amount of stock held by each stockholder, or to which he was entitled on the 1st day of November. This assignment and the contract referred to being subject to the approval of the aforesaid stockholders. Witness: C. L. FROST. On motion of Mr. McComb, JAMES W. DAVIS. Resolved, That the report of the vice-president, Mr. Durant, be accepted, the contract and assignment approved, and referred to a committee, consisting of Messrs. Duff and Bushnell, with instructions to put the same in proper form, if any change is desirable, and ascertain if the stockholders consent to the same. 12,982, 165 09 713 miles Ames contract and portions buildings, &c.... 5,035, 563 00 60, 426, 926 00 73, 409, 091 09 Dividends and allotments as shown by books here. (Copies here.) This estimate assumes that the present assets of the "Credit Mobilier of America" are worth the par value of the stock. In the supreme court of the State of Rhode Island. ISAAC P. HAZARD ET AL. vs. THOMAS C. DURANT ET AL. Mr. Lambard offered the following resolution, which was adopted: Resolved, That Oliver Ames, president pro tempore, and John J. Cisco, treasurer, be a committee to inform themselves in regard to the details of the so-called suspense account of this company, also to audit any further claims on this account, and that their statement to this board that the facts in the premises are satisfactory to them shall end all further discussion, and that the accounts shall be closed and charged to construction. Meeting of board of directors, January 4, 1867. (Copy.) Messrs. Ames and Cisco, a committee appointed by virtue of a resolution passed at a meeting of the board of directors, of January 4, 1867, report as follows: To the Board of Directors of the Union Pacific Railroad Company : The undersigned, special committee appointed by the resolution of this board, passed January 4, 1867, respectfully report that we have informed ourselves as to the details of the accounts of which the foregoing is a settlement, and have found that the several amounts were paid, as above contained, upon proper authority, and that the facts in the premises are satisfactory to us. NEW YORK, September 11, 1867. OLIVER AMES. On motion of Mr. McComb, Resolved, That the report of the special committee in respect to certain suspense-accounts be approved and adopted, and that said accounts be closed, and charged to construction. WASHINGTON, D. C., January 18, 1873. OLIVER W. BARNES Sworn and examined. By Mr. HOAR: Question. Where do you reside?-Answer. In New York City. Q. Have you at any time held any office either in the Union Pacific Railroad Company or the Credit Mobilier; if so, what office have you held, and what has been your personal interest in each company?-A. I was secretary of the Credit Mobilier of America from the first meeting of the stockholders, on the 29th of May, 1863, till the 21st of May, 1870. I held no office in the Union Pacific Railroad Company. Q. What personal interest, if any, had you in the Union Pacific Railroad Company ?-A. I was a stockholder. Q. What amount of stock did you hold?-A. I cannot recollect the amount-various amounts at various times. Sometimes I bought stock, and sometimes I sold it. Q. You speculated in the stock?-A. I made investments sometimes, and sold as I thought proper. Q. You bought and sold for profit ?-A. Yes. Q. Were you a subscriber to the stock originally ?-A. No, sir. Q. From whom did you procure the first stock that you held from the Union Pacific Railroad Company?-A. I acquired it from the company. Q. Without a subscription ?-A. I think I purchased it in the market, and then it was transferred to me. Q. Do you mean that you purchased from a broker?-A. Yes, I purchased it through a broker in the open market. Q. Was the stock which you held ever paid for to the company in cash?-A. I do not know; I presume it was. Q. What was your interest in the Credit Mobilier ?—A. I held forty shares of stock. I was an original subscriber. Q. At what time did you take those forty shares?-A. In 1864, I think. I cannot tell the precise month. Q. When did you pay for it?-A. I think I paid for it at that time. Q. What dividends have you received on that stock altogether, and when was the first dividend paid?-A. The first dividend was on the 1st January, 1867. Q. How much was that?-A. A dividend of 6 per cent. per annum was declared for each year, ending November 1, 1866, and November 1, 1867, payable in the stock of the Union Pacific Railroad Company, at 30 per cent. of its par value, in accordance with the circular which I have in my hand. This is the official notice of the first dividend. (Appended to the testimony.) Q. Did you all receive interest at the rate of 143 per cent. per annum, and compound interest on it, and six months' interest at 7 per cent.? A. Yes, whatever is mentioned in that circular. Q. Have you any other circulars like this, issued at times of any other dividends made by the Credit Mobilier -A. No, sir; I think that was the only printed circular issued in relation to dividends. Q. To whom was the money paid in on your original subscription, and how was it paid?—A. That I do not recollect. I think it was paid at the New York office. Q. In cash?-A. I think so; it is so long ago that I do not recollect. Q. Are you able to tell the committee whether there was any actual cash payments made by you to the original capital of the Credit Mobilier?-A. Yes, sir; it was all paid in cash, but I do not recollect at what time or the precise amount of the installments. Q. Do you know whether it was paid in one payment, or by installments?-A. I think it was all paid in one payment. Q. How long should you think you had paid out cash for your subscription before you received this 6 per cent. dividend?—A. Some three years had expired. Q. You received for that cash payment to the Credit Mobilier a larger amount of the Union Pacific Railroad stock than the entire amount of the cash which you paid in to. the Credit Mobilier would represent at par?-A. I think so. Q. That is, you received in Union Pacific Railroad stock, at 30 per cent. of its par value, 12 per cent. of your Credit Mobilier stock ?—A. Yes; that would be equal to about 36 per cent. Q. Did you receive this 143 per cent. per annum, which would make for three years (to say nothing of the compound interest) 43 per cent.did you receive that in Union Pacific Railroad stock, or in cash?—A. That was in cash. Q. So that, under this resolution, you received 433 per cent. of your original subscription in cash, and 30 per cent. in Union Pacific Railroad stock-A. Yes. Q. Were you in the habit of attending the meetings of the executive committee of the Credit Mobilier?-A. No, sir. The principal business of the company was done in the city of New York, and I resided at that time in Pennsylvania. The Philadelphia office, with which I was connected, was merely formal. Q. What knowledge had you in regard to the transactions of the Credit Mobilier other than the receipt of your dividends?—A. I had nothing except the reports that were made from the New York office, verbally sometimes, and sometimes written, once a year. Q. What would those reports consist of? What was their general form and character?-A. They were generally a balance-sheet, showing the statement of the company's affairs at that time. Q. Where are those balance-sheets?-A. I have not any of them; they are in the possession of the company in Boston. Q. Are they entered on the books?-A. They are not on the Philadelphia books. Q. Did they show how the profits were made?-A. Yes; I think they did. Mr. Ham kept these accounts. Q. What means had you of knowing that the account that was rendered you of the profits of the Credit Mobilier was a faithful and true account?-A. I had no means of knowing. Q. You took the word of the executive committee for that fact?-A. Yes, sir. Q. Had you, at the time you went into the Credit Mobilier, any interest in the Union Pacific Railroad Company?-A. No, sir. Q. Did you go into the Credit Mobilier before it was determined to undertake this business of building the Union Pacific Railroad ?—A. Yes, sir. Q. State whether at the time it was determined to go into that busi ness you had any interest in the Union Pacific Railroad Company.A. No, sir. Q. Had you anything to do with the negotiation by which the original charter of the Credit Mobilier was acquired by those gentlemen who engaged it in the construction of the Union Pacific Railroad?-A. Yes, sir; I had. Q. With whom was that negotiation made?-A. The negotiation for the charter was made by Thomas C. Durant, through George Francis Train, as his agent, with myself and Charles M. Hall, of Philadelphia. Q. Give to the committee the history of that negotiation, substantially. Did any other person take part, on the part of the purchasers, except Mr. Train ?-A. No, sir; nobody else. We saw nobody else. Mr. Train came from New York to Philadelphia, and asked Mr. Hall and myself if we controlled that charter, and we said we did. Q. At that time had the persons who. owned that charter any considerable amount of money invested in it, or was it a substantially defunct organization?-A. It was a living organization, but it had not been used at that time. Q. Had the capital stock been paid in ?-A. The first installment had been paid in, either 24 or 5 per cent. upon 100 shares. The Duff Green payment had never been made. Q. Go on and give a history of the negotiation.-A. These men stated that they wanted the charter for the purpose of using it in building the Union Pacific Railroad, and they were willing to pay us our expenses and some consideration for having carried the thing so long as we had; and on the payment of this money, we made them a transfer of the stock which we held. Q. How much did they pay you?-A. I do not recollect; I think it was $25,000 or $30,000. There had been considerable expense connected with it, and they repaid this. The amount did not exceed $30,000, I think. Q. Was it a part of the consideration that you should become stockholders in the new organization?—A. No, sir; I think not. I think we paid for some stock at the time we made the arrangement. We agreed to take a certain number of shares ourselves. I took the forty shares of which I have already spoken. Q. Had you any active part in the concerns of the Credit Mobilier after that time, except recording the meetings of the board that took place in Philadelphia?-A. No, sir; I had nothing else to do with it. I occasionally attended meetings in New York, but I do not recollect any important business being transacted while I was there. Q. You say you never knew of the details of the business, so as to have any knowledge whether the accounts rendered were correct or not?-A. No, sir; I did not. Q. Had you any knowledge of those changes in the form of the contract by which it was taken, first by Mr. Ames, and afterward by the trustees, for the stockholders of the Credit Mobilier, instead of being taken by the Credit Mobilier itself?-A. I knew nothing about it until after it was accomplished. Q. From whom did you then learn the fact?-A. I signed a paper in New York, which it was necessary to sign in order to accomplish it. Q. At whose request did you sign that paper?-A. At the request of Mr. Durant. Q. What was the avowed reason given to you for that change?-A. I do not recollect any definite reason, other than that there had been some dispute among the boards of directors of the two companies. |