fS3<3.<3 UNIVERSITY OF ILLINOIS LIBRARY Class Book Volume Ja 09-20M \ HOUSE JSo. 1405. €oinmomuealtl) of Jlla0Bact)U0£tt0. June 11, 1900. To the Honorable the Senate and the House of Representatives. The committee on Manufactures had referred to them the following ordeT : — Ordered^ That the Committee on Manufactures be instructed to inves- tigate forthwith the expediency of reducing the price at which gas for heating and illuminating purposes is sold to the consumer in the city of Boston, and that committee report the gross and the net cost of the pro- duction and distribution of such gas, together with all details showing how such cost and prices are arrived at, and also copies of all contracts made by any and every corporation or association engaged in the pro- duction or distribution of such gas with any other such corporation or association, and also whether there has been any violation of any of the laws of this Commonwealth by any such corporation or association, and if so, what violations and what measures have been taken to punish or restrain the offenders, together with its recommendations, to the Gen- eral Court on or before the first day of April in the year 1900. All hearings by said committee under this order shall be public, and said committee shall have power to summon persons and papers. Pursuant to this order your committee begs leave to re- port as follows > — It has held twenty-seven public sessions on this matter and has listened to many witnesses, including Henry M. Whitney, president of a number of the local gas companies and of the New England Gas and Coke Association, Thomas W. Lawson, former vice-president and general manager of many of the local gas companies, Walter E. Addicks, chief engineer, Frank E. Smith, assistant treasurer, and other- officers and directors of all of the Boston gas companies, 2 GAS INVESTIGATION. [June, Parker C. Chandler, for many years counsel for the Bay State Gas Company of Delaware, and a number of gas con- sumers and others having expert or professional knowledge of ^stcji/^i&fe^ij's.: It*has* # als*o by iuff'or sub-committees visited the office of ^..Jfe^'SfjS^fa^: ^M and Coke Association, also their worlds in. tyer.ett, # for # tfie purpose of examining their books an^'^j^^^jilsl Operation, also the offices of the Boston gas light companies, and has made an examination of the books and accounts of the Boston, South Boston, Roxbury, Bay State of Massachusetts, Brookline, Jamaica Plain and Dorchester Gas Light Companies and of the Massachusetts Pipe Line Company. In the examination of the different witnesses your com- mittee has been greatly assisted by able counsel representing different gas companies and individuals. In order to deal intelligently with the questions presented for solution by this order, it is necessary briefly to outline the situation of the gas companies in the city of Boston. The following table computed from the returns of these companies to the Board of Gas and Electric Light Commis- sioners for the year ending June 30, 1899, discloses some of the most important facts relative to these companies : — Company. Capital Stock Value of Shares Held in Mass. Total Assets. Total Liabilities. Accumulated Surplus. Bay State, . $2,000,000 00 $200 $2,646,663 18 $2,393,932 74 $252,730 44 Boston, . 2,500,000 00 2,000 7,812,865 94 3,248,806 11 4,564,059 83 Brookline, . 2,000,000 00 1,300 4,627,907 35 4,931,503 10 *303,595 75 Charlestown, 500,000 00 463,900 646,680 83 558,998 98 87,681 85 Dorchester, . 519,600 00 1,100 987,265 67 776,958 63 210,307 04 East Boston, . 220,000 00 187,875 302,858 09 223,786 87 79,071 22 Jamaioa Plain, 250,000 00 208,200 431,455 68 275,006 00 156,449 68 Roxbury, 600,000 00 100 1,210,675 63 779,169 27 431,506 36 South Boston, 440,000 00 1,200 669,165 66 521,044 69 148,120 97 Total, . $9,029,600 00 $865,875 $19,335,538 03 $13,709,206 39 $6,233,523 14 * Deficit. 1900.] HOUSE — No. 1405. 3 It appears from this table that the capital stock of the companies engaged in furnishing gas in the city of Boston is slightly in excess of $9,000,000; that of this capital stock, according to the table, less than 10 per cent, is now held in Massachusetts. Of this $865,875 apparently held in Massa- chusetts, the larger part of the Jamaica Plain stock has been pledged to the Central Trust Company as security for the bonds of the New England Gas and Coke Company, which will be hereinafter described.. A word should be said relative to the column entitled " Total Assets." It was testified by Mr. F. E. Smith, assistant treasurer of the Boston, Roxbury and South Boston companies, that it had been the practice of these com- panies to charge all new work to "construction," and to charge off nothing to depreciation. If this has been the system adopted, it follows that the book assets are largely in excess of the actual assets, for in the nature of things there must have been a substantial depreciation. The column entitled ' ' Accumulated Surplus " shows that these com- panies have besides paying the dividends to their stock- holders accumulated from their earnings from consumers a large sum of money which is sufficient to secure the stock- holders from accident or contingency and loss a large sum for depreciation. A single exception must be made to this statement. The Brookline Company has no surplus. Its lia- bilities are $303,595.75 in excess of its assets. This grows out of the peculiar conditions under which the Brookline company has done its business for the last seven years, which will be more fully explained hereafter. Of all these companies the Charlestown and East Boston are the only ones which are now under the management of boards of directors elected by stockholders who are residents in our own communities. Substantially all the stocks of all the other companies have been bought up by speculators, and are pledged to two New York trust companies as security for large amounts of so-called stocks and bonds put out by the Bay State Gas Company of Delaware, a Delaware corporation, and the New England Gas and Coke Company, a syndicate of eleven trustees, nine of whom are not residents of this Commonwealth. 4 GAS INVESTIGATION. [June, It may be assumed that the main facts relative to the Bay State Gas Trust so-called are sufficiently well known so as to make a detailed history here unnecessary. This gas trust was the subject of an investigation by a special committee of the Legislature in 1893, the result of which investigation was chapter 474 of the Acts of 1893. A detailed report of this investigation will be found in House Document 1008 for the year 1893. It may, however, be here noted that practically all the stock of the Bay State, Boston, South Boston and Rox- bury companies has been pledged to the Mercantile Trust Com- pany of New York as security for $9,000,000 so-called Boston United Gas bonds "Firsts" and $3,000,000 Boston United Gas bonds " Seconds," and that the equity, if any, in these stocks belongs now to the Bay State Gas Company of Dela- ware, and is largely the basis of the bonds and $100,000,000 of stock issued by that company. An account of this trust somewhat more in detail is found in the report of the Board of Gas and Electric Light Commissioners for 1899, pages 31 et seq. Certain important results of this quasi consoli- dation may be here noted. In the first place, the manu- facturing plants of the South Boston andRoxbury companies have been shut down, and these companies have bought their gas for some years from the Bay State Gas Company of Massachusetts. The prices paid this past year have been 57 cents, delivered in the holders of the Roxbury and South Boston companies. This price is very largely in excess of the cost of manufacture by any company in the Com- monwealth, the detailed accounts of which have been brought before your committee. Nearly all of the large and prosper- ous companies of the Commonwealth have been putting their gas into the holder at a cost very much below 57 cents. Although the manufacturing plants of the South Boston and Roxbury companies have been rendered idle and disused, and their gas supply has come from the Bay State into which some $2,000,000 of capital was put for the purpose of making it a manufacturing company, none of the property previously used by these companies for the manufacture of gas has been sold and the proceeds thereof applied to the retirement of any part of their capital stock. The Bay 1900.] HOUSE — No. 1405. 5 State stock, the investment of which was used simply to create a manufacturing plant, has been simply an ad- dition to the total capital stock of the companies. Your committee are of the opinion that there has been a considerable unnecessary duplication of capital by this means, and that justice to the consumer de- mands that if a gas company is to be permitted to disuse its own manufacturing plant and purchase its gas of another company, this arrangement should be made so as not to im- pose upon the consumer any unnecessary duplication of cap- ital. The gas plants cannot be maintained but not used simply for the purpose of furnishing a basis of paying divi- dends upon capital which may have been invested but is no longer used for the public benefit. It should also be noted that these corporations the stocks of which have thus been pledged to the Mercantile Trust Company, have thereby lost all normal relations both to those having the beneficial in- terest therein and to the community. In the ordinary cor- poration the stockholder has the beneficial interest in the property. If the property is not managed to his satisfac- tion, he endeavors to change the Board of Directors and thus to get a satisfactory management. The stockholder's vote is his proper and legitimate means of expressing ap- proval or disapproval of the management of his property, whether that approval or disapproval be directed simply to his private interests or also takes into account the public obligations of the public-service corporation. When the stockholders of a public-service corporation are largely resi- dents of the community served thereby their influence is a wholesome and generally adequate means of maintaining a reasonably efficient and public-spirited service on the part of such corporation. Under the Bay State Gas Trust arrangement there is prac- tically but one stockholder, — the Mercantile Trust Company of New York. Under the terms of the Trust by which this trust company holds these stocks as security for the Boston United Gas bonds, it is the duty of the trust company, so long as there is no breach of the trust agreement, to permit the Bay State Gas Company of New Jersey, — the promissor 6 GAS INVESTIGATION. [June, on the bonds, to designate the persons to be elected direc- tors of the corporations. The stock of the Bay State Gas Company of New Jersey until Nov. 1, 1896, was owned and controlled by the Bay State Company of Delaware of which Mr. J. Edward Addicks was president and apparently in entire control. The result was that the directors of these corporations were designated by the Bay State Gas Com- pany of Delaware, — a corporation which was organized for purely speculative purposes, owned and controlled by per- sons who recognized no duty or obligation to the communi- ties served by the corporations the capital stock of which this Delaware Company voted. The beneficial interest in these corporations was held by the persons who had become the purchasers of the stocks and bonds, the main beneficial interest, of course, being represented by the holders of the Boston United Gas bonds " Firsts," which amounted to $9,000,000. These persons have no means of representing themselves in the mangement of the companies. A single illustration of this may suffice : The trust agreement pro- vides in effect that none of the corporations whose stocks are thus pledged shall issue any obligation or create any floating indebtedness, or otherwise encumber the prop- erty of the companies to the impairment or diminution of the rights and interests represented by the stocks. In spite of this provision, these companies, under the management which represents merely a possible, but improbable, equity in the stocks, have issued $250,000 of notes of the Bay State Gas Company and $275,000 of the Boston Gas Light Company. Unpaid bills of these companies amounted on June 30, 1899, for the Bay State $143,713.32, and for the Boston $171,127.50. The notes of the Bay State were issued for an addition to the manu- facturing plant of the Bay State said to have been built by the Bay State Gas Company of Delaware. It is not apparent why the Bay State Gas Company of Delaware should have been made the contractor for the construction of the addi- tion to the plant of the Bay State Gas Company of Massa- chusetts. At the time of the investigation in 1893, then, the Boston,, Bay State, South Boston and Roxbury companies were 1900.] HOUSE — No. 1405. 7 under the management above sketched. The stock of tli< i Dorchester Company was also owned by the Bay State Com- pany of Delaware, and it bought its gas of the Bay State Gas Company of Massachusetts, its works being shut down. At that time the Brookline Company was a comparatively small corporation, with a capital stock of $500,000, total assets of $1,111,985.36, total liabilities of $1,068,116.67, showing a small surplus of $43,868.69, and it was selling about 66,000,000 feet of gas, — less than either the Dor- chester or the South Boston companies. Its field was in the town of Brookline and in the Brighton district of Boston, — a sparsely settled territory, not advantageous to a gas company. Owing to a contest betAveen Mr. Rogers or the Standard Oil interests of New York, and Mr. Addicks, the controlling spirit of the Bay State gas trust, the Standard oil party bought the controlling interest of the Brookline company and en- tered into competition in the Boston field for the purpose of driving Mr. Addicks out of Brooklyn and Buffalo, N. Y. This competition had not as its basis any reduction of the price of gas, nor furnishing to an unsupplied part of our people lighting facilities ; it was a speculative movement pure and simple. This competition went on from early in 1893 until May, 1896. At the expiration of that period the Brookline company had book assets, as appears by the table above, of $4,627,907.35, and liabilities of $4,931- 503.10, showing a -deficit of $300,000. Its actual assets are apparently considerably less. On its application to the Board of Gas and Electric Light Commissioners in 1896 for authority to issue another $1,000,000 of bonds, the Com- missioners did not find assets sufficient in their opinion to justify them in authorizing the issue. The capital stock was then $2,000,000; $1,000,000 of bonds was outstanding. The Commissioners authorized the issue of another $425,- 000, thus estimating the assets at $3,425,000, when according to the books of the company its assets were $4,417,982.99. There is weighty evidence that the property of this company is worth substantially $1,000,000 less than its books would indicate. The competition of the Brookline Company cut into the business of the Boston Company somewhat. For the year ending June 30, 1899, the sales of the Brookline 8 GAS INVESTIGATION. [June, Company were 690,110,000 feet. The Boston's sales had diminished about 300,000,000 feet from the year ending June 30, 1892. On May 2, 1896, the so-called Boston and Brookline contract was made. That contract is as follows : This Agreement, made this second day of May, A.D., 1896, by and between the Boston Gas Light Company, a corporation organized and existing under the laws of the Commonwealth of Massachusetts, and engaged in the manufacture and sale of gas in the city of Boston, in the county of Suffolk, in said Common- mealth, hereinafter called the party of the first part, and the Brook- line Gas Light Company, a corporation organized and existing under the laws of said Commonwealth and engaged in the manu- facture and sale of gas in said city of Boston and in the town of Brookline in the county of Norfolk in said Commonwealth, herein- after called the party of the second part, Witnesseth : That the parties hereto each for and in considera- tion of the agreements herein contained on the part of the other, promises, covenants, and agrees as follows : — First, That the party of the first part agrees with the party of the second part that the party of the first part will, during the term of twenty-five years from the second day of May, A. D. 1896, receive at the holder of the party of the first part on Ferdi- nand Street in said city of Boston and purchase, in each year during said term, from the party of the second part, such an amount of illuminating gas of the quality and candle-power usually sold by the party of the second part to the retail customers of the party of the second part as will, together with the sales of the party of the second part to other customers, enable the party of the second part to pay from the proceeds of such total sales all expenses, including the expenses of manufacture, distribution, management, insurance, taxes and other assessments, mainte- nance, depreciation, and other lawful claims and expenses, and interest at the rate of five per cent, per annum upon all bonds issued by the party of the second part, interest at the rate of six per cent, per annum upon all promissory notes and other obliga- tions of indebtedness now issued by the party of the second part, interest at the rate of four per cent, per annum upon all promis- sory notes and other obligations of indebtedness, hereafter issued by the party of the second part, to raise funds for the extension of its manufacturing and distributing plant, and a dividend at the rate of ten per cent, per annum upon all capital stock now issued by the party of the second part. Second, That the party of the first part agrees with the party 1900.] HOUSE — No. 1405. of the second part that the party of the first part will pay, on the first business day of each month, to the party of the second part, at the principal oflice of the party of the second part, for all such gas so delivered and sold to the party of the first part, by the party of the second part, during the month next preceding at the regular price per thousand cubic feet charged by the party of the second part to the majority of its customers, which, however, shall not exceed one dollar per thousand cubic feet. And the amount of the gas which is to be received and pur- chased by the party of the first part of the party of the second part during each month in said term shall be approximately esti- mated and stated in writing by the Treasurer of the party of the second part to the Treasurer of the party of the first part upon the last business day of the preceding month, a due adjustment being made at the end of each year to meet the exact terms of the pro- visions of this contract. Third, That the party of the second part agrees with the party of the first part that it will allow the Treasurer and Engineer of the party of the first part to inspect in each month during the term of this agreement at all reasonable times the manufacturing plant and station meter and books of account of the party of the second part and from time to time to take records thereof. Fourth, That the party of the second part agrees with the party of the first part that it will render to the party of the first part a statement monthly of all gas supplied by the party of the second part to customers, and a statement of the expenses of the party of the second part during the preceding month. Fifth, That the party of the second part agrees with the party of the first part that during the term of this agreement the entire salaries and allowances paid to the Directors, President, Vice- President, Treasurer, Manager, salaried Counsel, Engineer, and Cashier of the party of the second part by the party of the second part shall not exceed twenty thousand dollars per annum. In Witness Whereof, the said parties hereto have caused this agreement to be signed in their respective names and behalf, and their respective corporate seals to be hereto attached, by their respective presidents and treasurers, thereunto duly authorized by their respective boards of directors, this second day of May, A.D. 1896. Brookline Gas Light Company, by its President, Robert Amory, and its Treasurer, Harcourt Amory. Boston Gas Light Company, by its President, J. Edward Addicks, and its Treasurer, F. P. Addicks. 10 GAS INVESTIGATION. [June, It will be noted that this contract says nothing about terminating the competition between the companies ; that it does not require the Brookline Company really to furnish any gas to the Boston Company. No gas has been de- livered by the Brookline Company under this contract. Enough money has simply been paid from the treasury of the Boston Company into the treasury of the Brookline Company to enable the Brookline Company to pay interest on its debts and 10 per cent, on its capital. Its stock, upon which no dividends were paid in the years ending June 30, 1895, and June 30, 1896, thus became at once a 10 per cent, stock, and $200,000 a year has been paid for the years end- ing June 30, 1897, 1898 and 1899. About $200,000 has been paid from the treasury of the Boston into the treasury of the Brookline under this arrangement. This Boston and Brookline contract was part of a larger arrangement made at that time between the so-called Addicks interests, or the Bay State of Delaware interests, and the Standard Oil in- terests. The Bay State of Delaware was to purchase from the Standard Oil interests their entire holdings in the Boston gas field, paying for them on November 1, 1896. This ar- rangement was also part of a still larger undertaking. Early in the winter of 1896 Mr. Henry M. Whitney applied to the Legislature for a charter for the purpose of enabling him to sell the gas which he proposed to manufacture as a by-product of the process of manufacturing coal bought from the Dominion Coal Company of the Provinces into coke. It was claimed that a great public benefit would be derived by means of this charter, and that the price of gas would thus be rendered very much lower, and that it would be practicable for the community to use gas very largely for fuel purposes. After this proposition had been betore the Legislature of 1896 for some time an ar- rangement was made between all the large interests then represented in the Boston gas field, by which this charter was to be used as a practical method of consolidating the Boston gas companies. The Boston and Brookline contract was a part of the arrangement by which the gas companies of Boston were to be practically consolidated, the Standard Oil interests were to be bought out, leaving Messrs. Addicks 1900.] HOUSE — No. 1405. 11 and Whitney in full control of the field. The veto of the original Pipe Line charter by Governor Wolcott on June 2, 1896, thwarted these plans. But the Boston and Brookline contract remained after the larger scheme of which it was a part had gone to wreck. Owing to a failure on the part of the Bay State Gas Company of Delaware to pay the sum agreed for the Standard Oil interests on November 1, 1896, the old directors designated by Mr. Addicks of the Boston, Bay State, Dorchester, South Boston and Roxbury companies, resigned, and persons designated in the Standard Oil interests were elected in their places. The stock of the Bay State gas company of New Jersey, which company was then in the possession of the Bay State Gas Company of Delaware, was transferred to three trus- tees, — Messrs. Henry H. Rogers, John G. Moore and Albert C. Burrage, who thus became the Trustees of the voting trust, and were enabled to designate directors for all the Boston gas companies, except the East Boston, Char- lestown and Jamaica Plain, none of which had then come under their control. No steps were taken to avail of the charter granted the Massachusetts Pipe Line Company until the fall of 1897. At that time a new and important development occurred -in the Boston gas field. The New England Gas and Coke Com- pany was formed. This is an unincorporated, voluntary association, whose affairs are managed by a Board of Trustees whose powers and purposes are declared in a declaration of trust dated September 30, 1897. The following description of this concern is taken from the report of the Gas Commis- sioners for 1898, pages 6 and 7 : — The New England Gas and Coke Company is an unincorporated voluntary association, whose affairs are managed by a board of trustees and whose powers and purposes are defined in a decla- ration of trust dated Sept. 30, 1897. By the terms of this declara- tion the property of the company is divided into two hundred thousand shares of the par value of fifty dollars each. Its property is to be held and its affairs managed by a board of trustees, who are empowered to " employ the trust property . . . in manufacturing, buying, selling and dealing in coal, oil, coke, gas and all the products thereof, and in business similar thereto, 12 GAS INVESTIGATION. [June, including electrical business of all kinds." The trustees are also empowered " to buy any property " (including shares and bonds issued under the declaration of trust), "real and personal, and any rights, franchises, privileges or securities which the con- duct of said business may, in their judgment, require, and may, in their judgment, tend to promote its successful prosecution and the interest of the shareholders, and to hold, use or sell the same, or any part thereof, at their discretion ; " "to borrow money for the business or for the purchase of the property herein authorized, to give notes or other obligations therefor, and to pledge or mortgage all or any part of the trust property to secure such notes and obligations or any contract entered into in the course of the execution of this trust ;" "to make a lease or leases of the trust property or any part thereof." Acting under these powers, the company has executed a mortgage or deed of trust to secure its bonds or certificates of indebtedness for the total amount of $17,500,000 par value, being 17,500 obligations of $1,000 each, to the Central Trust Company of New York. Thirty-five hundred of these obligations are not to be issued until other property is acquired, but 14,000 ($14,000,000) are to be issued at once, for which the following properties are named in the mortgage as security : certain real estate in the city of Chel- sea and town of Revere in this Commonwealth ; a certain con- tract with the Dominion Coal Company ; licenses from the Otto Coke and Chemical Company and the United Gas and Coke Company to use certain patent processes for the manufacture of gas and coke, including those known as the Otto-Hoffman patents ; Boston United Gas bonds, first series, of the par value of $1 ,000,000 ; 18,500 shares of the capital stock of the Brookline Gas Light Company; 5,176 shares of the capital stock of the Dorchester Gas Light Company ; 1 ,382 shares of the capital stock of the Jamaica Plain Gas Light Company ; certificates of indebtedness of the Brookline Gas Light Company of the face value of $1,615,000 all the right, title and interest of the New England Gas and Coke Company in and to the entire capital stock of the Massachusetts Pipe Line Gas Company, with the right of subscription thereto, and the right to any and all increase of stock of said company hereafter issued. The bonds referred to are dated Dec. 1, 1897, mature Dec. 1, 1937, and bear interest at the rate of five per cent, per annum. This curious and anomalous organization was made possi- ble by the words in the Pipe Line charter authorizing it to buy and to deal in gas. The capital stock of the Pipe Line 1900.] HOUSE -No. 1405. 13 was thus paid in out of the proceeds ot the so called bonds of the Coke Company. Its officers are prac.ucaUy t he game ; its control is certainly the same. The Cdke Company sold a part of its holding in land to th$ Ptpp' 'Line ''Company and erected thereon a holder and purify iiig house. ' Ttie same set of men do work for both concerns'; their o dices are the same ; in all practical effects the two concerns are identical. The Coke Company denies that it is in any manner subject to the jurisdiction of the Gas Commission or to any of the provisions of law applicable to gas companies. The pro- perty upon which it has issued $35,000,000 of stocks and bonds may be worth $7,000,000 or $8,000,000. It is a stock-watering enterprise on a gigantic scale. On Decem- ber 1, 1897, as a part of the initiation of this scheme, con- tracts were entered into between the Pipe Line Company and the various Boston gas companies, a copy of one of which is as follows : — Agreement made this third day of December, 1897, by and between the Massachusetts Pipe Line Gas Company, a corpora- tion duly established under the laws of the Commonwealth of Massachusetts hereinafter called the Pipe Line Company, party of the first part, the Jamaica Plain Gas Light Company, a corpora- tion also duly established under the laws of said Commonwealth hereinafter called the Gas Company, party of the second part, and the trustees, styling themselves The New England Gas and Coke Company, hereinafter called the New England Company, and acting herein under a declaration of trust dated Sept. 30, 1897, and filed with the American Loan and Trust Company of Boston in said Commonwealth, party of the third part. Whereas, Said Pipe Line Company is authorized to sell and de- liver fuel or illuminating gas to any gas company or to any town or city authorized by law to distribute gas, and any gas company and any such city or town is authorized to contract for the pur- chase of gas from said Pipe Line Company for such term of years, and on such conditions as may be mutually agreed upon — subject to certain conditions in the charter of said Pipe Line Company specifically set forth ; and Whereas, The said Gas Company, under and by virtue of this contract, intends and expects to supply itself with gas at prices making the cost of said gas to the Gas Company less than the cost at which it can otherwise obtain the same either by manufacture or purchase ; and 14 GAS INVESTIGATION. [June, Whereas, The New England Company is about to actively engage in the manufacture of coke, and in connection therewith in the manufacture of gas for illuminating, fuel and power purposes, and propose* -to deliver to the said Pipe Line Company all such gas so niaUufactared as- may be necessary to enable the said Pipe Line Company ..to,- execute afry contracts it may make for the sale of gas and proposes further to guarantee the execution of any such contracts ; Now, Therefore, this contract witnesseth as follows, to wit : 1. At any time within eighteen months from the date hereof said Pipe Line Company may notify the Gas Company that it is prepared to deliver one million cubic feet of coal gas per day, purified in accordance with legal requirements, and capable of en- richment to a merchantable gas of twenty-five candle power, and, at the end of ninety days from the giving of such notice, the said Gas Company shall thereafter anol during the term of this contract buy and receive from said Pipe Line Company delivered at the holder or mains of said Gas Company, one hundred thousand cubic feet of coal gas per day. 2. Said Gas Company shall pay to said Pipe Line Company for each one thousand cubic feet of gas delivered under the terms of this contract the sum of twenty cents, provided the same, if for illuminating purposes, shall have a candle-power of twelve candles, or provided the same, if for fuel or power purposes, shall have five hundred and eighty British thermal heat units per foot of gas so delivered. 3. If any gas delivered under this contract for illuminating purposes shall have a candle-power of less than twelve candles, there shall be allowed to the Gas Company a discount equal to the cost of oil or other enricher for enriching such gas so delivered in twelve-candle power. 4. If any gas delivered under this contract for fuel or power purposes shall have a heating power of less than five hundred and eighty British thermal heat units per cubic foot of gas, then there shall be allowed to the Gas Company a discout in proportion to such deficiency. The heating power of all gas delivered for fuel or power purposes shall be determined by averaging in each month the heating power of all gas in such month delivered. Said Pipe Line Company shall not deliver and said Gas Company shall not be obliged to receive gas for fuel or power purposes having less than five hundred and sixty heat units per cubic foot of gas. 5. Said Gas Company shall, on or before the last day of each month, pay said Pipe Line Company for all gas delivered to the 1900.] HOUSE — No. 1405. 15 Gas Company during the month then next preceding at the prices aforesaid. f 6. Said Gas Company shall, on the twenty-fifth day of each month, notify said Pipe Line Company of the amount of gas which it will probably require during each day of the next succeeding month for any purposes. Whenever said Pipe Line Company shall have command of gas to an amount sufficient to warrant it in notifying the Gas Company that it is prepared to supply the Gas Company with all the gas the latter company may need in its business, it may give such notice, and upon the expiration of ninety days thereafter, the Gas Com- pany shall buy and receive deliverable at its holder or mains, and shall pay therefor at the rates and in the manner hereinbefore specified, all of the gas of the descriptions aforesaid which it can use, directly or as the basis for finished enriched gas, in its business. 7. If said Gas Company shall at any time during the term of this contract sell or distribute any gas other than gas furnished by said Pipe Line Company, the latter Company being able and willing to furnish gas as required by this contract and having given notice as required above, the Gas Company shall pay to said Pipe Line Company ten cents for each one thousand cubic feet of gas so sold or distributed, in which shall not be included, however, gas for enriching, or gas to provide for temporary variations in output. If after said Pipe Line Company has given notice to the Gas Company as hereinbefore provided of its ability and willingness to furnish gas as aforesaid, it shall negligently fail to furnish such gas as the Gas Company shall give notice that it shall require, and the Gas Company is obliged by reason of such negligence to man- ufacture gas to supply the demand of its customers, then said Pipe Line Company shall pay to the Gas Company ten cents for each one thousand cubic feet of gas which said Gas Company shall be obliged to manufacture. -8. It is understood that, for the purposes of economy, gas is now purchased and sold between the Gas Company and certain other corporations engaged in selling and distributing gas, and that such purchase and sale by any of said corporations of gas purchased from said Pipe Line Company shall not be considered a violation of this contract. 9. The New England Company shall, within months of the date hereof, begin the erection of a plant in the city of Boston or its vicinity of the capacity of at least one million cubic feet of coal gas per day, and shall complete and put the same in operation 16 GAS INVESTIGATION. [June, with all reasonable despatch ; shall from time to time increase said plant or erect new plants so far as such increase or erection may be necessary to enable it to carry out the provisions of this contract ; shall deliver to said Pipe Line Company at the works of the New EDgland Company such quantities of coal gas of such quality as may be called for by any and all contracts which the Pipe Line Company may make with any gas company or any city or town ; shall do all acts and things necessary and proper to enable said Pipe Line Company to duly fulfil any and all such contracts ; and hereby gnarantees the faithful performance by said Pipe Line Company of all the provisions of said contracts : pro- vided, however, that this contract is made by the New England Company conformably to the terms and conditions of the Declara- tion of Trust hereinbefore referred to and hereby made part hereof, and that neither any trustee acting under said declaration nor any shareholder entitled thereunder assumes or subjects him- self to any personal liability by reason of this contract or of any- thing done or omitted to be done thereunder. 10. If the Gas Company shall at any time satisfy the other parties hereto that it can permanently and continuously supply itself with gas by the manufacture thereof at prices lower than those stipulated herein, such prices shall be so reduced that the Gas Company shall obtain its supply under this contract as eco- nomically as it is practicable to obtain it by itself manufacturing the same : provided, however, that the prices herein established shall continue for a period of ten years from the time when gas is furnished by the Pipe Line Company under this contract, and that any prices revised as herein provided shall not be changed for five years after such revision ; and that if the parties cannot agree as to a reduction of prices or as to the propriety thereof such matters in issue shall be referred to three arbitrators, one chosen by the Gas Company and one by the Pipe Line Company, or if either shall neglect or fail so to choose, one by the Board of Gas Com- missioners, and the third by the two so chosen, the award of whom, or a majority of whom, shall be final and binding upon each of the parties hereto for a period of five years from the date of said award. 11. This contract enures to and is binding upon the represen- tatives and successors of the respective parties, and shall continue in force for a term of fifty years from the date hereof. In Witness Whereof, the said parties have caused their respec- tive seals to be hereto affixed and these presents to be executed by their respective officers thereunto duly authorized the day and year first above written. 1900.J HOUSE — No. 1405. 17 The contracts between the pipe line and the other com- panies are precisely the same, except that the amounts of gas to be taken at the outset slightly vary. To all of these contracts the New England Gas and Coke Company is a party. All of the gas companies in Boston, except the East Boston and the Charlestown, have thus agreed to take all their gas from the Coke Company works, through the pipe line, so soon as a sufficient amount is manufactured and the required notice is given. Coke ovens have been erected, and in December, 1899, gas first began to be supplied from these works in Everett. The manufacturing works of the Jamaica Plain company have been shut down ; about nine- tenths of the gas of the Brookline company is being supplied from these works, and some quantities to the Boston and Dorchester companies. On the evidence, the capacity of the works is now about two-thirds of the annual consump- tion of all the Boston companies. While the written con- tracts above set forth provide that this gas shall be sold by the pipe line from the coke works to the various gas com- panies at the price of 20 cents for 12 candle-power gas, the gas actually delivered is said to be of 18 or 19 candle- power, and the prices charged to the companies under the direct control of the coke company are 30 cents per thousand cubic feet. The Boston Gas Light Company has refused to pay in excess of 25 cents per thousand feet, under the advice of counsel. The ground of this objection is that the charter of the Pipe Line Company does not permit it to sell gas to any gas company at a price in excess of 25 cents. This ground seems to your committee well taken. There is no doubt that the Pipe Line chapter was obtained on the assurance of its promoters that the price of gas to consumers would be very much reduced. There is no doubt that the Leg- islature did not intend to permit competition and duplication of capital in the gas companies except with the assurance that the price of gas should be reduced, hence the provision in the Pipe Line charter that on sales to other companies the price should not exceed 20 cents per thousand cubic feet for gas of 580 British thermal units, and not exceeding 5 cents additional for gas of the candle-power required by law, within the five mile limit of the State House appli- 18 GAS INVESTIGATION. [June, cable to the gas companies now under consideration. If the Pipe Line Company is relieved from the limitation of price in its charter simply by selling gas of one or two candle- power above the candle-power required by law (which is 16), it may then, under the speculative management which has gotton control of several of the Boston gas companies, fix any price it pleases to consumers in Boston. If it has or can obtain control of the Boston, Bay State, South Boston and Roxbury companies, as it now has control of the Dor- chester, Jamaica Plain and Brookline companies, it will be enabled to sell 2,500,000,000 feet of gas per year at such price as it chooses to fix. If contracts for the sale of gas by the Pipe Line at prices in excess of 25 cents are valid contracts, their obligation cannot be impaired under the con- stitution of the United States, and the legislature is power- less. Your committee are of the opinion that the sales from the Pipe Line Company to the various companies at prices in excess of 25 cents, are violations of law, contrary to public policy, and that the public welfare absolutely de- mands that these sales should be effectually prohibited and that the limitation in the Pipe Line charter of a price of 25 cents for sales to other gas companies should be made effectual. For 15 years the Commonwealth has been endeavoring to regulate public-service corporations by commission, and to exclude competition. If the scheme now being operated by the New England Gas and Coke Company by means of the Pipe Line charter is permitted to go unchecked, both competition and regulation would have been excluded, and the Boston gas consumers would be subject to the mercies of an unregulated monopoly. The situation is critical. None of the previous attempts to exploit these companies have involved so dangerous an encroachment upon the rights of the consumers, or have promised so much of extortion from the gas consumers. This New England Gas and Coke Company, — an association of eleven trustees, nine of whom are non-residents of this Commonwealth, deny any account- ability to our laws or regulating commission, controlling the Pipe Line charter granted by the Legislature for the purpose of cheapening gas, are now attempting by and through this 1900.] HOUSE — No. 1405. 19 charter to set at defiance every one of the principles hitherto relied upon to give the consumer a fair product at a fair price. In regard to that portion of the order wherein your Com- mittee is ordered to report if there has been any violation of any of the laws of this Commonwealth by any corporation or association, your Committee reports that the Boston and Brookline contract is a violation of law. That it is such violation seems too clear to need argument. In the case of Davis v. Old Colony R.R., 131 Mass. 258, our Supreme Court held that an arrangement made by the Railroad Company to contribute to the Peace Jubilee fund was illegal and would not be enforced. It is elementary that corporations have only those powers which are specially given them by their charters. The Boston Gas Light Company and the Brookline Gas Light Company were organized for the pur- pose of manufacturing and selling gas. Neither was organized for the purpose of earning money for the benefit of the stock- holders of the other. If the Boston Gas Light Company may illegally pay from the treasury of its company into the treasury of the Brookline Company moneys desired by that company to pay a dividend upon its stocks, any gas company may make a gift to any person or corporation at the will of its directors. If a gas company may give away its assets, it may so cripple itself as to be entirely unable to perform its public duties. As the Board of Gas and Electric Light Commissioners have already denounced this contract as an unconscionable one, contrary to public policy, and recommended that it be abrogated (see their Report for 1898, page 10) it may fairly be assumed that if given power this Board would order the contract to be abrogated. We recommend that it be abrogated, and we recommend the passage of an act which shall provide that no contract be- tween gas companies shall be valid unless the same be first approved by the Board of Gas and Electric Light Commis- sioners. There is a third violation of law which in the judgment of your Committee the public interest demands to have reme- died. The New England Gas & Coke Company, as above set forth, denies any accountability to the Gas Commission or to 20 GAS INVESTIGATION. [June, the laws applicable to gas companies in this Commonwealth. It has issued $17,500,000 of bonds not under the provision of acts of 1885, chapter 346, and the other provisions appli- cable to gas companies. The proceeds of these bonds have not, as required by law, been applied to the payment of obligations incurred for the enlargement and extension of the works and the purchase of real estate for the use of the com- pany. They have in large part been applied to the payment of the capital stock of the Pipe Line, to the purchase of stock of the Jamaica Plain and Brookline companies and of Boston United Gas bonds. Not only has this company thus violated the laws of the Commonwealth, but its entire scheme is one which in the judgment of your Committee is contrary to public policy, certain to work great injury both to the investing public and to the gas consuming public. Chapter 476 of the acts af 1894 is as follows : — 1 Section 1. If a foreign corporation which owns or 2 controls a majority of the capital stock of a domestic 3 street railway, gaslight, or electric light corporation, 4 shall hereafter issue stock, bonds or other evidences of 5 indebtedness, based upon or secured by the property, 6 franchise or stock of such domestic corporation, unless 7 such issue is authorized by the law of this Common- 8 wealth, the supreme judicial court, sitting in equity, 9 may in its discretion dissolve such domestic corporation. 10 Nothing contained in this act shall be construed as affect- 11 ing the right of corporations, officers and agents there- 12 of, to issue bonds and stocks in fulfilment of contracts 13 now existing. 1 Section 2. It shall be the duty of the attorney-gen- 2 eral, whenever he is satisfied that such issue has been 3 made, to institute proceedings in said court for the dis- 4 solution of such domestic corporation and the proper 5 disposition of its assets. If it is obnoxious to sound public policy to permit a for- eign corporation to issue stocks and bonds based upon or secured by the stock of domestic corporations, it is cer- 1900.] HOUSE — No. 1405. 21 tainly obnoxious to sound public policy to permit a syndicate to do it. The purpose of this re-capitalization is in all cases to induce the investing public to purchase stocks and bonds supposed to be based upon the earning power of the public- service corporation far in excess of ordinary interest rates. When these securities have once been placed, then the Leg- islature is met with the claim that bona fide investors would be injured by a reduction of rates, and that therefore what would otherwise be extortionate rates must be permitted to continue. This New England Gas & Coke Company has contracts by which it proposes shortly to manufacture the en- tire gas supply of Boston. It needs no argument to show that it is inconsistent with public interest that the company manufacturing all the gas of this metropolitan district should be freed from all the statutory obligations and regulating supervision applicable to other gas companies. In regard to that portion of the order which directs us to report the gross and the net cost of the production and dis- tribution of gas, together with all details showing how such cost and prices are arrived at, your Committee has to report the following resolution, which was adopted by your Com- mittee on May 15, 1900, by a vote of 7 to 5, 3 members of the Committee being absent, the vote subsequently standing at another meeting 7 to 7, one member not voting. Whereas the New England Gas and Coke Company, an association of individuals, is now manufacturing a large part of the gas sold in the city of Boston, and is selling the same through companies under its control ; and Whereas said New England Gas and Coke Company has stated that it owns or controls practically all the gas com- panies in the city of Boston, and that it earns or will earn $1,298,500 net per annum, of which all but $248,000 comes from the sale of gas in Boston ; and Whereas the aforesaid income of the New England Gas and Coke Company can be derived only from the control of practically all the gas companies doing business in Boston ; and Whereas said New England Gas and Coke Company has such control of certain gas companies of Boston that no in- quiry can be effectual unless said New England Gas and 22 GAS INVESTIGATION. [June, Coke Company can be made to be subservient to the laws of this Commonwealth ; and Whereas said association refuses to submit its books to the examination of this committee, and refuses to inform this committee regarding the cost of the production of the gas manufactured by it, and a fair return on the capital invested by it in the manufacture of said gas, and contends that, not being a corporation it is beyond the control of the laws of this Commonwealth ; now therefore Voted: That unless and until said association is thor- oughly investigated, it is impossible to report to the Legis- lature the cost of gas in Boston ; that we cannot recommend the passage of any act compelling any reduction in the price of gas in said city until said investigation has been made or until the New England Gas and Coke Company has been brought under the laws of this Commonwealth relating to gas companies. Voted: That we recommend to the Legislature the pas- sage of the following act : — An Act Relative to the Sale of Gas in the City of Boston. Be it enacted, etc. 1 Section 1. After the first day of January, in the year 2 nineteen hundred and one, no gas for heating or illumi- 3 nating purposes shall be sold in the city of Boston, ex- 4 cepting gas manufactured, distributed and sold by a cor- 5 poration, or corporations, which have complied with the 6 law T s of Massachusetts relating to gas companies and to 7 the requirements of the board of gas and electric light 8 commissioners. 1 Section 2. The Supreme Judicial Court and the 2 Superior Court shall each of them have jurisdiction in 3 equity at the suit of the attorney-general or of any ten 4 citizens of Boston to enjoin any and every person and 5 corporation from selling any gas for heating or illuminat- 6 ing purposes in the city of Boston after the first day of 7 January in the year nineteen hundred and one, excepting 8 gas which has been manufactured by a corporation which 9 has complied with the laws of Massachusetts relating to 10 gas companies. 1900.] HOUSE — No. 1405. 23 1 Section 3. Any person or association now engaged 2 in the business of manufacturing gas which is sold in 3 Boston may, within six months from the date of the pos- 4 sage of this act, organize, or cause to be organized, a 5 corporation for the purpose of continuing the manufaet- 6 uring business heretofore carried on by such person or 7 association, including the business of manufacturing gas 8 and for other manufacturing purposes. All existing laws 9 relating to gas companies shall apply to such corporation, 10 excepting that the capital stock thereof shall not be 11 limited to five hundred thousand dollars. 1 Section 4. This act shall take effect upon its passage. It seems to your Committee that there are but three pos- sible courses open to the Legislature : — The first is inaction ; but to take that course is merely to shirk the responsibility clearly presented and to leave the unsolved problem to future legislatures after the situation has become more involved as the securities of the New England Gas and Coke Company gradually pass from their creators to the innocent investing public. To postpone action to the injury of the public seems too cowardly to be considered. The second course is to enact new laws or change present ones so that the New England Gas and Coke Association, its promoters and its owners, will be greatly benefited at the expense of all the citizens of our State who are in any way interested other than as security holders of the New England Gas and Coke Association. The third course is to enact new laws or change existing ones in a way that will greatly benefit all those citizens of Massachusetts who are in any way interested as gas con- sumers of Boston, as security holders of any of the gas com- panies of Boston, or as security holders of any of the cor- porations existing under the laws of Massachusetts whose welfare is dependent upon the equal and impartial adminis- tration of our laws, even though the enactment of said new laws or said change in existing laws should work injury to the New England Gas and Coke Association. In other 24 GAS INVESTIGATION. [June, words, there are only three things possible for us to do : (1) nothing; (2) something that will benefit the New England Gas and Coke Association to the injury of all others ; or (3) something that will help all others while possibly injuring the New England Gas and Coke Association. It is this actual condition which confronts us, and it seems to us to be the duty of the Legislature squarely and honestly first to decide which of the three things it intends to do. It can be nothing but dishonest to present a bill which on its face pretends to do one of the three while in its working it will not accomplish that end. It may be superficially considered that there is a fourth course, viz. : to sanction the New England Gas & Coke Company's past and merely provide that in future it shall be subject to the supervision of the Board of Gas and Electric Light Commissioners. A careful consideration of this sug- gestion will show, however, that it clearly falls under the second category. The New England Gas & Coke Company has in the form of a trust issued securities without super- vision and in evasion of the corporation laws of Massa- chusetts. It is not unfair to that association to say that these securities are very largely in excess of any tangible property owned by the trustees. Clearly it would not be possible for the New England Gas &> Coke Company or any corporation to receive either under our general laws, or under any special act, a charter which would legalize $35,000,000 of securities of the nature of those which the New England Gas and Coke Company have issued ; and yet, the enactment of any law which will place the New England and Coke As- sociation under the control of the Board of Gas and Electric Light Commissioners as the New England Gas and Coke As- sociation at present exists, without first compelling it to in- corporate, would be a legislative recognition and approval of its $35,000,000 of securities, and would compel the Board of Gas and Electric Light Commissioners for all time, in arriving at the cost price of gas, to reckon and allow all charges, interest or dividends, that the New England Gas and Coke Association chose to pay upon the $35,000,000 of securities, not exceeding of course the 10 per cent, hereto- fore recognized by custom. Clearly under any such law the 1900.] HOUSE — No. 1405. 25 price of gas must be at once raised considerably above a dollar. Clearly after such legislative approval no court would permit the Commissioners to fix the price of gas so low that a fair dividend on all its capitalization could not be paid. It would be infinitely better to do absolutely nothing and leave the New England Gas & Coke Company to work out its own salvation or destruction as a trust ; to leave the local gas -companies as Massachusetts corporations which can in time be controlled or abolished by the Legislature, than thus to saddle by legislative sanction the $35,000,000 of watered capital upon the gas consumers of Boston, in such away that no court will thereafterwards permit either the Gas Commis- sioners or the Legislature to reduce the price of gas below $1.25 or $1.50, for the reason that without such price no dividend can be paid on the capital which the Legislature has recognized, once for all, as properly invested in the gas business. In framing the bill submitted herewith your committee has given careful and due consideration to the arguments which have been submitted by the friends of the New Eng- land Gas & Coke Association which have all led up to two conclusions, first, the destruction of an established enter- prise, and, second, the unconstitutionality of legislative in- terference. We regard the claim that the enactment of any law which will compel the New England Gas & Coke Associ- ation, or any other association of individuals engaged in supplying gas to the people, to submit itself to the regula- tions of our laws would be destructive, is ill founded. The New England Gas & Coke Association is in existence and doing business at the present time. Its business consists of manufacturing and selling in our state, coke, gas and others products of coal. To do and to continue to do this business it is necessary for this enterprise that it be allowed to remain in full possession and control of its works at Everett and the cash capital of which it is now possessed, and it is certainly unnecessary for this committee tor eport that no legislature in Massachusetts will pass auy law which will take away from this association, or any association or individual, any property of which they are legally possessed, nor is it 26 GAS INVESTIGATION. [June, the desire of this committee to accomplish any such purpose. On the contrary, your committee is certain that the bill here- with submitted will in no way interfere with the extensive v plant of this association or the large cash capital it now has on hand for the conduct of its business, both of which have been derived from the manufacture and sale of $35,000,000 stock and bonds, or in any other way with the manufacturing business of the company, and your committee is sure that the passage of this bill will not affect the $35,000,000 worth of stocks and bonds which have already been issued. This $35,000,000 of stocks and bonds are selling in the market to-day at a total valuation of only $14,000,000, and your committee feels confident that the New England Gas & Coke Association will not find it difficult, much less impos- sible, to quickly and inexpensively incorporate itself with a capital sufficiently large to take care of all of its stock and bonds at the present market price which will be outstanding after it has purchased and cancelled those which it will be able to purchase with the proceeds of the sale of a number of millions of dollars worth of stock and bonds of local companies which are now in its treasury and which were purchased by it at the inception of its enter- prise for the purpose of controlling the business of the local gas companies, and which under the conditions which will exist after the passage of the bill which is herewith sub- mitted it will no longer need for that purpose. Clearly there is no element of destruction to legitimate enterprise in this bill. We deem the bill clearly constitutional from either one of two aspects. The right of the Commonwealth to regulate any permanent occupancy or use of the highways has long been recognized. It seems to us clear that the Legislature can regulate what shall be allowed to pass through perma- nent structures in the highways or to say that none but ap- proved corporations can acquire such permanent right. Secondly, it is within the so-called police power of the Legislature to provide in what manner and under what con- ditions dangerous substances such as gas can be sold to the people. If the State is of opinion that this matter can be most easily regulated by providing that none but corpora- 1900.] HOUSE — No. 1405. 27 tions which owe their existence to the will of the State shall deal in this dangerous substance, it may clearly so provide. Indeed, it is within the power of the Legislature to provide that only one particular corporation shall have the exclusive privilege of supplying gas to the city and people of Boston. " Legislation of that character is not liable to the objection that it is a mere monopoly, preventing citizens from engaging in an ordinary pursuit or business open as of common right to all, upon terms of equality; for the right to dig up the streets and other public ways . . . and place therein pipes and mains for the distribution of gas for public and private use, is a franchise, the privilege of exercising which could only be granted by the State, or by the municipal govern- ment of that city acting under legislative authority." New T Orleans Gas Light Co. v. Louisiana Light, etc., Co., 115 U. S. 650. In the same case Mr. Justice Harlan quotes from another case to the effect that 4 6 the right to operate gas works and to illuminate a city is not an ancient or usual occupation of citizens generally. ... It is a franchise belonging to the State, and in the exercise of the police power the State could carry on the business itself or select one or several agents to do so." We think the general principles showing the constitution- ality of the act which we recommend are sufficiently set forth in the case referred to and in the other gas and water cases in the same volume of the United States Supreme Court Eeports. It seems too clear to need further statement that if it is within the power of the Legislature to say that one corporation shall have the exclusive privilege of providing the light for a city, it is within the power of the Legislature to say that only corporations which have complied with our general laws shall have the privilege of providing illuminat- ing gas in a city. That the manufacture and storage of gas is a business which may endanger the health of the people will probably need no comment in the city where the unfortunate gas ex- plosion of a few years ago was so destructive, and where the newspapers comment from week to week on the death of an additional victim. 28 GAS INVESTIGATION. [Jane, 1900. That such a business is within the power of the Legisla- ture to regulate under the so-called police power is certainly as clear as that the business of slaughtering cattle is within such power, and the United States supreme court has held that a grant of an exclusive privilege of slaughtering cattle in the vicinity of a city was a valid excercise of the police power. Slaughter House Cases, 16 Wallace, 36. That this same power is recognized as applying to gas companies, see also : — Jamieson v. Indiana Natural Gas, etc., Co., 128 Indiana, 555. Bath Gas Light Company v. Claffy, 26 New York, N. Y. Supp. 287. State v. Columbus Gas Light Co., 34 Ohio St. 572. Zanesville Gas Light Co., 47 Ohio St. 1. c. j. Mcpherson, For the Committee on Manufactures. Messrs. B. Herbert Woodsum, William H. Lott, Francis A. Harrington, Chas. F. A. Smith, A. S. Apsey, James Howell, M. W. Burlen, William L. Mooney, dissent. // Hi "Mttin M m HI K