CHAPTER XXII

THE RESPONSIBILITY FASTENED

Life's alternatives are seldom labelled. Right is not always white, nor wrong, black. The parting of the ways is oftentimes to the eye no more than the forking of main-travelled roads, and good intentions are no sure guide to the straight path. This, however, was one of those rare crossings at which Fate's red light swung full in view, and in its warning glow I seemed to read the sign:

"Settle Right or Forever Regret."

Well it was for me and for those thousands who were victimized and robbed later that I heeded the monition, for if in the interests of peace I had allowed myself to be overwhelmed by the imperious will of Henry H. Rogers, I should to-day be as helpless as those others who, coming forward to accuse, are met with "Standard Oil's" crushing rejoinder, "It's a lie--you can't prove it." I have wondered since if the master of "Standard Oil" also saw the red signal or interpreted its prophetic message. His eyes still met mine in the same deadly, intense stare, but the anger had passed out. Then in an instant the battle was mine. Henry H. Rogers came out of the clouds and with a gesture of his hand waved away all that had passed, and said:

"D--n it, Lawson, you are a most impractical man to do business with, but I suppose you must have your way. Now just tell me--and put it in few and plain words--what is it you intend to do to get this affair through, for we must carry it to a finish at once, although it does seem hard that I must do things I don't want to and which may put me in a bad hole; but let us hope the future will only show that all these precautions were a waste of energies. Bear in mind, though, that whatever is done, must be so arranged that no one but me will know the real condition, for though I have given way, William Rockefeller and Stillman, to say nothing of the others, would throw up the whole affair rather than incur the danger of future litigation and trouble."

At that moment Mr. Rogers had, I believe, made up his mind to play so fair with the public that there should never arise dissatisfaction with the course of Amalgamated, that is, he had determined to be content with a half brick of gold without retribution or restitution in place of the whole fraught with penalties of exposure and reprobation. At that period his cupidity had not flared into the towers of fire it afterward became, in the smoke and flame of which all undefined dangers were obscured.

"As you will, Mr. Rogers," I assented; "that part is not my hunt. I should prefer that our associates knew things as _we_ do, but as it seems that is impossible, I must be satisfied with knowing that you thoroughly understand the conditions I am going ahead on. Here they are: First, all public notices must bear the names not only of the Amalgamated Company and the City Bank, but of the individuals, Rockefeller, Rogers, and Stillman. As the real story is to be told by me alone, these names will prevent any suspicion the public, particularly Wall Street, would have that there was any lukewarmness or dodging. This means that you and Mr. Rockefeller must be known as officers of the company as well as directors."

"Now, Lawson, right there, that is impossible--absolutely out of the question. William Rockefeller will under no circumstances take on additional duties of this kind, and whatever the consequences, I cannot persuade him to."

I saw he meant this, and that we must get around it.

"Let us begin at the beginning, then--the president. You should be president--over the flotation, at least."

"That is impossible, too, for you know it is settled that Marcus Daly is president. I promised the position to him as a part of the trade. It would be ridiculous for me, who it is known am not a copper expert, to be president of a new copper company in which Marcus Daly is a large owner and is supposed to have a prominent hand. Besides, in certain parts of the country his name will stand much better than mine, and it means much to all miners the world over."

"All right for president," I answered. "That settles, then, where you would naturally come in--vice-president; and as vice-president it will be proper to print your name in the advertisement below that of the president."

He demurred at first, but finally acquiesced, for he had now made up his mind to play out the string. For treasurer and secretary he suggested a brother of Governor Flower's, but I knew that this was now the only place left where the magic name of Rockefeller could be used and I drew his attention to the fact.

"How can we do it, Lawson, when I have told you it is impossible?"

"William Rockefeller has a son, William G. Rockefeller. He's our man for treasurer and secretary. Not one in ten thousand but will think William G. is the senior Rockefeller, so the name is as good for the country as his father's, and in State and Wall streets it is better, for among financiers it is known that William Rockefeller would hesitate longer about putting his son out in the open in an enterprise he did not approve than about getting in himself. So William G. Rockefeller it must be."

Mr. Rogers did not take kindly to the idea, and I could see it would be quite a task for him to arrange the matter. However, it was necessary, and he undertook the contract. I went on:

"That covers the company. Second, we will print three advertisements--a plain notice of the City Bank, which must be signed not only with the usual 'National City Bank,' but 'James Stillman, President.' This will immediately follow the company's advertisement, which I shall so word that the enormous properties composing the consolidation will be set forth, yet without details of the extent of our holdings in any of them. In its own advertisement offering the stock the City Bank will refer to the advertisement of the Amalgamated as though all particulars had there been given, and I will see that it reads openly and frankly and yet contains nothing that need scare Stillman. Then there will be a third advertisement, signed by myself, in which, in the plainest and strongest terms at my command, I shall tell just what the company is and what it proposes to do."

"So far all right," assented Mr. Rogers.

"There is one more thing," I went on. "It cannot openly be put forward that I am the authorized agent of the Amalgamated Company and the City Bank--well, I must have the equivalent of this. It must be shown by inference. If I insert these three advertisements in the papers and pay for them, and the company pays me for them, it will be proof positive for all time that I acted as the authorized agent of not only the company and the City Bank, but of Marcus Daly, yourself, William Rockefeller's son, and James Stillman, and therefore that whatever my advertisement says is binding upon them. Remember, though, it will be your affair whether you tell them of it or not."

"You persist, Lawson, that this is necessary?" Mr. Rogers interrogated. "You seem to lose sight of the position I shall be in should anything happen later to reveal to these men with whom I am so closely associated in business that they were binding themselves without their knowledge, and that I was fully aware of the fact."

[Illustration: LAWSON'S ADVERTISEMENT WHICH APPEARED IN CONJUNCTION WITH AMALGAMATED'S.

=COPPERS.=

=Amalgamated Subscription.=

Owing to the very large number of inquiries (over 3,000 the first day), received and anticipated, as to the best means of securing an allotment of the first issue of the consolidated stock, it is necessary to reply collectively by this advertisement. I advise the purchase of Amalgamated by subscription, because it is, in my opinion, the best opportunity ever offered the public for safe and profitable investment. It is probably the first time in the history of public subscriptions that a stock is worth and can be sold for 50 to 75 per cent. more than the subscription price, and yet will be allotted to each and every subscriber in proportion to his application. This means that every one who makes a bona-fide subscription, large or small, will receive shares at one hundred dollars each that can be sold at once at a large profit.

In my opinion the entire $75,000,000 is worth and can be sold to-day for from 30 to 60 per cent. more than the subscription price.

First--Because the assets now owned by the Amalgamated Company are worth from $100,000,000 to $125,000,000.

Second--Because the Amalgamated Company is now earning at the rate of 12 to 16 per cent. per annum.

Third--Because it will, from the start and always after, pay 8 per cent. dividends annually.

Fourth--Because the interests actively engaged in its management will make and keep it one of the most conservative and sought-for investments.

Fifth--Because there will be rights attaching to it almost at its beginning that will give to it large profits independent of those accruing from its dividends.

The fact that the above values are now known to some, and will be in the next few days recognized by all, will cause the stock to be largely oversubscribed, but this should deter no one from subscribing, for the reason that, notwithstanding this certainty, those who are engaged in perfecting this great enterprise have decided that instead of a favored few being allotted the entire amount, all shall be treated alike. Captious critics of "Coppers" will probably again cry their sarcastic "philanthropy," but to the legion of broad-minded investors who have followed and profited by this great industrial revolution, the policy of this liberal treatment will be obvious--the consolidated company is to be many times larger than its present capital indicates; it, in my opinion, will from time to time offer to the investing public large amounts of increased stock for the purpose of obtaining hundreds of millions of cash with which to pay for all the producing copper mines, as it is now obvious to students of affairs financial that this company must in time become the owner of all good mines, because all such mines can be run to better advantage to the consumer of copper, the investor in copper stocks and the present owners, by the Amalgamated Company than by others. This being so it requires no supernaturally bright mind to see the wisdom of a policy that insures a constantly increasing premium for every new issue of stock.

I advise all intending subscribers to send their subscriptions personally or through their banking or brokerage house direct to the National City Bank of New York. While my firm will, for the convenience of its clients, forward subscriptions, I would have it understood that such subscribers will receive the same treatment if they send their applications direct.

My firm will also furnish subscription blanks to those who, through lack of time or otherwise, cannot secure them elsewhere.

All subscribers should bear in mind, if on receiving their allotment they are disappointed with the amount, that their subscription is only reduced in the same ratio as all others, and that they have the pledge from a Board of Directors whose personnel means good faith.

In again advising the purchase of "Amalgamated" I call attention to the names of the men who are to conduct it to a future, and to the fact that from its inception it will surely give a return of over 8 per cent. per annum on its par.

THOMAS W. LAWSON.]

"Absolutely necessary, Mr. Rogers," I returned without an instant's hesitation. "Now let us run over the situation finally, for I want to relieve your mind of the idea that I am doing anything selfish in insisting on these conditions. When the public subscription is offered, there must be a story of facts to go with it. Some one must make it. The men who should, will not, although they are prepared to reap all the benefits of what the man who will, says. It seems I am that man, and what I say must be what I understand is the exact truth about the enterprise. Well and good. It is essential for the one who assumes this responsibility to do it in such a way that he can for all time show that the men who benefited and upon whose say-so he acted were in every way responsible for what he did. All this is undeniable. There are only two possible considerations that enter into the problem: first, that the facts I am to state are not true; second, that it devolves on me to accept a risk those associated with me will not take. If the first can be maintained, farewell to our enterprise, and get ready for the worst financial scandal Wall Street ever faced. If it's the last--Mr. Rogers, the 'Standard Oil' people are all very strong, but I don't believe any of them would have the nerve to ask me to accept a risk they dared not themselves undertake."

There was no escaping my conclusion, and unwelcome as the fact was, he saw no further talk would avail, so he snapped:

"Draw up the advertisements you think proper. Have them ready in an hour, and I will in the meantime see William Rockefeller and Stillman and do what is necessary."

I noted the set of Henry H. Rogers' jaw and the down slant of his eyelid as he uttered these words, and I had no doubt of the compliance of James Stillman and William Rockefeller with whatever demands he chose to propose that day. "Cyclones and thunderbolts! Heaven help these or any others who venture to resist him in this mood," I inwardly commented, "especially if they are of those with whom he has travelled the 'Standard Oil' blood-trail." My imagination showed me a picture of 26 Broadway and the National City Bank swaying and shaking like full-blown hollyhocks in a gale.

I had my advertisements ready and was waiting when he returned.

"Lawson," said he peremptorily, "if your work will pass me you may go ahead with it."

"You mean you have obtained all the consents necessary?"

[Illustration: INITIAL ADVERTISEMENT OF AMALGAMATED COPPER COMPANY.

=Amalgamated Copper Co.=

=Capital................$75,000,000=

This company is organized under the laws of the State of New Jersey for the purpose of purchasing and operating copper-producing properties. Its capital is $75,000,000, divided into 750,000 shares of common stock, of the par value of $100 each. It has no bonds or mortgage debt.

This company has already purchased large interests in Anaconda Copper Company, Parrott Silver and Copper Company, Washoe Copper Company, Colorado Smelting and Mining Company, and other companies and properties.

MARCUS DALY, Pres., H. H. ROGERS, Vice-Pres., WM. G. ROCKEFELLER, Sec'y and Treas.

NEW YORK, April 28, 1899.

=OFFER FOR PUBLIC SUBSCRIPTIONS.=

Referring to the foregoing statement of the Amalgamated Copper Company of New Jersey, notice is hereby given that offers for subscription to 750,000 shares of the par value of $100 each of the stock of the said copper company will be received at the National City Bank of New York, until 12 o'clock noon, Thursday, May 4, 1899, at the rate of $100 per share.

Subscriptions must be addressed to the said bank and accompanied by a certified check to its order for 5 per cent. of the amount of such subscription, the balance to be payable within 10 days after date of notice of allotment.

Temporary negotiable receipts on payment of sums due on allotment will be issued exchangeable for certificates of stock, as soon as same can be engraved.

In case of oversubscription, allotment will be made pro rata. The right is reserved, however, to reject any subscription.

NEW YORK, April 28, 1899. NATIONAL CITY BANK OF NEW YORK, JAMES STILLMAN, President. =52 WALL STREET, NEW YORK.=]

"I mean that we will waste no more words on this matter. The advertisements you can convince me are right you may have inserted in the papers, and no one will say a word publicly or otherwise. Neither William Rockefeller, his son, Stillman, the Bank nor any officer or director of the Amalgamated Company will talk until after the subscriptions have been closed and the allotments made; not one word but what you say or print will be uttered. Can you ask anything more than that?"

"Not a thing more."

I then laid out the rough copies of what afterward appeared in the papers throughout the country (reproduced on pages 336 and 338).

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