Ratcliffe Hicks.

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come when his descendants would try to take
advantage of the State of Connecticut, and all its
good people, by means so unhallowed as those
employed in securing the passage of the Senate
bill.

But, furthermore, my bill provides for every safe-
guard that any business man can require ; and the
legal rights of this Bridge Company, if they have
any, are safe beyond peradventure. So do not let
that question worry you for a moment. As to the
amount you shall pay to the county of Hartford,
^100,000 is better than $300,000 and a lot of
costly litigation; or the methods you will adopt
for terminating this contract with the Berlin Iron
Bridge Company are matters of non-essential, in
my mind, so long as the State gets rid of the bridge.

The difference between the bill passed by the
Senate and the bill I advocate is that in the Senate
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RATCLIFFE HICKS

bill it is provided that if the court hold the contract
valid, then the State is to go on and build the
bridge. My bill provides that if the contract is
valid, as we have given them notice that we do not
want the bridge, we simply pay what damages the
Berlin Bridge Company can show.

The present able and distinguished Republican
comptroller of this State, by and with the advice of
a leading member of the Hartford Bar, has already
repudiated this contract ; has boldly taken the
position that this contract with the Berlin Iron
Bridge Company is utterly void and worthless, is a
fraud on the State, and has refused to honor the
drafts of these Bridge Commissioners until your
Supreme Court shall have commanded him to the
contrary. He knows full well the responsibility of
his position, and is not afraid to await the action
of the next Republican State Convention, or of the
voters at the ballot-box, on the charge of having
compromised the honor of the State. Is there any
Republican member of this General Assembly less
honorable and less brave than Comptroller Meade ?
If these newspapers and lawyers working in the
interests of the Berlin Iron Bridge Company have
any confidence in the sanctity and validity of this
contract, why do they not fire their harmless paper
missiles at Comptroller Meade and the judges of
the State, instead of flooding our desks with their
worthless paper pellets ; or, better still, go on and
try their case in the court ?
98



HARTFORD BRIDGE

Now, gentlemen, I have nearly finished. When
we leave here on the final adjournment of this
General Assembly, most of us will never meet
again ; but as you go on your daily rounds, I beg
of you to remember that the member from Tolland
joined hands with you ; that the little County of
Tolland reached across the State and clasped
hands with the brave and good men of Litchfield
County and Fairfield County and New Haven
County, and all the counties of the State, in estab-
lishing a policy that shall live and bear good fruits
in this State long after all of us shall have been
called to our final accounts.

It has been said, " To have one's name written
on the pages of Gibbon is equal to having it
painted in letters of gold on the dome of St.
Peter's at Rome." None of us can ever have our
names printed on the pages of the immortal
Gibbon ; but we can have something much better,
— we can have the pleasure, while living, of seeing
our names recorded on the rolls of this General
Assembly in favor of resolutions that shall wipe
from public gaze the last vestige of an act that
smells to heaven; and the approval of our own
consciences and of our constituents shall be our
full reward.



99 iLofC.



SPEECH

Delivered on Resolution concerning Debenture
Certificates of the New York, New Haven,
and Hartford Railroad Co?}ifany.

Mr. Speaker:

We are at the dividing of the ways. Every
member of this General Assembly must now stand
up and be counted.

This is to me the most unpleasant duty that I
have been called upon to perform during this
entire session of the General Assembly. The
officers and attorneys of the Consolidated Railroad
Company are my intimate friends, and I would in
any other matter comply with their wishes ; but in
this matter I differ with them so seriously, both on
legal and business principles, that I should be false
to myself if I did not oppose this resolution.

I have been told by officers of the railroad that
I ought to vote for this resolution on account of
my own interest in it; but that ought to be one
reason why I should vote against it. Again, I
would not vote for any resolution in this General
Assembly which did not accord with my own
judgment and conscience, — not even to please

lOO



DEBENTURE CERTIFICATES

the Almighty, much less the officers of this
Consolidated Railroad Company,

My objections to this resolution are as follows : —
I. I object to it on legal grounds. I think it is
in clear contravention of the Tenth Section of the
Constitution of the United States, " that no State
shall pass any law impairing the validity of con-
tracts." I think that the contract made by the
officers and directors of the Consolidated Railroad
with their own stockholders forbids the passage
of this law. These debenture bonds were issued
clearly on the understanding and agreement that
they were to bear four per cent interest until 1903,
and that at that time they should be exchangeable
for stock. It was " nominated," as Shylock said, in
the debenture bonds, as follows : " The holder of
these certificates will be entitled to exchange the
same on the first day of April, 1903, or within sixty
days thereafter, and no longer, for shares of the
capital stock of the company at par ; if not
then surrendered for exchange they will become
due and payable in cash on the first day of April,
1908."

Now, to pass any act which affects the values or
alters the character of those debenture bonds is, to
my thinking, a fraud on the stockholders and con-
trary to the entire agreement. The stockholders
took those debentures on the fair understanding
that they were to bear only four per cent interest
and be exchangeable for stock in 1903, and were

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RATCLIFFE HICKS

mighty glad to get them ; and people who have
bought them since have bought them on that same
understanding. Many millions of dollars of these
debentures have been sold by stockholders. Many
people have been obliged to sell them, and
they were bought by investors or speculators
with the above understanding. If these deben-
tures were to be changed in character, it is fair to
presume that the stockholders would not have sold
them, or if they had been bought by investors or
speculators they would have brought a much larger
value. They ask us to authorize them to do what
they admit they have not the right to do without
violating the agreement they made December lo,
1892, with their own stockholders.

Now, to pass a law adding new values to these
debenture bonds and giving them new privileges
not embraced in the original contract, and at the
same time sacrificing the inchoate rights of the
stockholders in all increase of the capital before
1903, is clearly a violation of the Constitution of
the United States ; and, in my humble opinion,
this act is not worth the paper it is printed
upon.

A stockholder who has assigned his debentures
has still an equitable interest in that contract that
it shall not be so amended as to reduce the
amount of stock coming to him on any increase
of capital prior to 1903, and a court of equity will
protect him ; and if he has not assigned his



DEBENTURE CERTIFICATES

debentures, then no one can deny his right to
have the contract of December lo, 1892, carried
out to the letter.

Let me read you just a Uttle from the " Spring-
field Republican " : —

"The debenture bondholders of the New Haven
Railroad Company have now gotten the ear of the
Connecticut Legislature, and the passage by the
Senate of a bill, to which Henry L. Goodwin calls
attention in another column, is the result.

" These bondholders bought their paper on the
express condition that their right to subscribe to the
stock of the company at par would not arise until
1903. It is proposed to give them the right now; and
as a consequence it is said that the bonds are quoted
$2 higher and the stock correspondingly lower. Of
course a body so far at the beck and call of special
interests as the Connecticut Legislature seems to
be could not be expected to look favorably on a bill
requiring tfuture issues of stock of the New Haven
Company to be sold at auction."

There is not a man who owns one share of the
stock of this railroad but can apply either to the
State or the United States courts for an injunction,
and so test the validity of this ill-conceived law ;
and there can be but one result to that contest.
Mr. H. L. Goodwin, with his little ten shares, is as
powerful in our courts as Morgan G. Bulkeley with
his millions. Ah, I think he is stronger, for the
despised Nazarene of East Hartford has only for
his guide the Constitution and the laws of the
103



RATCLIFFE HICKS

land, the welfare of the State, and his own clear
conscience.

2. My next legal objection to this resolution is
that it does not provide for its acceptance by the
stockholders of the company. In every other
resolution we have passed during this session
amending the charter of any private corporation,
it has always been conditioned that it should be
accepted by the stockholders. In this resolution
such a condition does not seem even to have been
petitioned for, or asked for by the directors of the
railroad ; but certainly the stockholders ought to
be consulted before this act goes into effect.

I am not ready to-day to discuss the legality
of the act on that feature, — although it ought to
be law, and it certainly is justice, that no Legisla-
ture can pass an act amending the charter of a
private corporation without the consent of the cor-
poration. Every member of this General Assembly
who has any investments in corporations, either in
this State or others, can see how dangerous a pre-
cedent this establishes. That some man or men
can come to the General Assembly and secure the
passage of an amendment that shall change the
whole character and purpose of the corporation
without even submitting it to the approval of the
stockholders, is a most monstrous proposition.
Some of you own stock in companies chartered in
other States, and you would very much regret to
have such a rule applied to your own investments.
104



DEBENTURE CERTIFICATES

3. I must object to this resolution now on
business principles. The title of this bill is a mis-
nomer, and it should read that this is an act to
put unearned money to the amount of five million
dollars in the pockets of a few men by a skilfully
drawn private act ; and most of these men are
now living without the confines of the State, and
rolling in fabulous wealth.

4. I think I can say truly that I represent the
sentiment and opinions of nine- tenths of the seri-
ous business men of Connecticut, when I say that
I am opposed to any further increase in the capital
stock of this company. The present stockholders
are very well satisfied with receiving eight per
cent dividends and no taxes, and they are opposed
to the filtering out of this stock until it becomes a
six per cent investment and sells for about par.
A small capital and a large surplus is the wisest
management ; and I appeal to the member from
Norwalk and the member from Wallingford, good
banking-men as they are, if I am not correct.

In discussing this matter the other day with an
officer of the company, he informed me that there
was only one director in the company who agreed
with my ideas ; but when he told me the name
of that man I was proud to be in harmony with
his business ideas, for he is probably the largest
stockholder in the company. He is a Hartford-
born man. He is the most far-seeing financier liv-
ing in America to-day, and his name is familiar to
105



RATCLIFFE HICKS

every financier in the civilized world, — J, Pierpont
Morgan. No man and no corporation thus far have
ever made any mistake by following his advice on
financial matters. He is opposed to any more
increase in stock. He is opposed to cutting any
more melons ; and he is in favor of bonding this road
for these improvements at a low rate of interest,
and creating a sinking fund for paying them off.
And he is right. I venture to say that the Pratt
and Whitney Co., the Meriden Britannia Co.,
Wheeler and Wilson Manufacturing Co., and the
Willimantic Linen Co., would be very glad if they
had less capital and more surplus.

In common with some stockholders of this road,
I do not think it is good policy to talk about cut-
ting any more melons or giving away any more
stock when all the towns along the line of this
road from Greenwich to Mystic, and along the
Housatonic and Naugatuck roads, the Air-Line,
and the main branch to Enfield, are being asked
almost to pauperize themselves to help pay for
abolishing its grade crossings.

Of course the great danger in having an enor-
mous capital is that in twenty-five years a Gould
or a Sage may own this road, and it will become
the plaything of Wall Street, and be wrecked and
robbed, as more than nine-tenths of the railroads
of this country have been, either first or last ; and
the poor savings-bank depositors in Connecticut,
and the small Connecticut owners who thought
1 06



DEBENTURE CERTIFICATES

they had a good investment, may live to see how
it was wrecked and lost in the maelstrom of specu-
lation and manipulation.

5. I am in favor of a law which shall provide
that all future increase of the capital stock of this
railroad shall be sold — the same as is provided
by the law of Massachusetts — by public auction.
This is the only fair way, and the only way to
protect the interests of the small holders — men,
women, and children — who have not the means
of buying more stock ; and it will surely prevent
all surreptitious or underhanded ways of disposing
of its capital stock.

Now, friends, you have no right to vote away
the interests of the citizens of this State. You are
their servants, not their masters ; and this House,
so far this session, has shown — thank Heaven ! —
that no man and no set of men can influence your
votes as against the true interests of this State and
especially as against the weak and powerless.

I admire the wonderful executive and construc-
tive ability of Charles P. Clark. He has never
had his equal on that railroad, and proud may he
be of his work. But he will leave his work half
done if he does not give to the travelling public
and to the manufacturers of this State some share
in the wonderful progress and wealth of this rail-
road, — in my opinion the grandest railroad fran-
chise in these United States. No man can figure
its future values.

107



RATCLIFFE HICKS

It is time to call a halt, and instead of keeping
on giving to these millionaire stockholders these
grand largesses, to reduce its fares and its freight
charges ; to insure, as is done in England, the
limbs and lives of its employees, who daily risk
them for a bare pittance, so that their families
may have some little money in the event of
accident or death.

Am I not right? I appeal to the business men
of Connecticut. Yes, I know I am right, even if
I must stand here alone ; but I believe that you
are with me.

It may be that in opposing this resolution I
have signed my political death-warrant. But polit-
ical death has no terrors for me. It has not much
for any Democrat in these days. One day spent
in climbing the Alps or on the banks of the Nile
would afford me more real satisfaction than whole
months spent here in this Capitol contending in
what seems to me at times the almost hopeless and
thankless cause of the people.

Perhaps I ought to stop here, but I wish to do
justly by every one. The Consolidated Railroad
Company have placed in my hand a brief, giving
the reasons why they think I ought to vote for
this resolution. I have read it over carefully. I
am prepared to submit it to the examination of
every member of this General Assembly. It states
some historical facts that have no particular bear-
ing on this question, and the only argument or
~ io8



DEBENTURE CERTIFICATES

reason advanced in that brief is embraced in one
paragraph, which I will read : —

" If the company were to ofEer a new issue of stock
to its full stockholders only, it would interfere with the
moral rights of the certificate holders, inasmuch as the
stock which they would be entitled to in 1903 would
not be so large a share of property as it was at the
time of subscribing for these certificates."

Now, Mr. Speaker, I beg of you that you will
not smile when I speak of this argument. It
would seem that the Consolidated Railroad Com-
pany were worrying day and night about the moral
rights of the holders of these debenture bonds;
and after having looked this broad country over
they finally settled in their minds on the yEtna
Life Insurance Company and Morgan G, Bulkeley
as the proper parties to come to this Legislature
and present the moral claims of the debenture
holders of the road. Now, please do not laugh.

I am very fond of the Speaker of this House ;
and whenever I look at him I am always reminded
of one of the funniest political episodes that have
happened in this State in many a day, — the Bul-
keley banquet. If we are correctly informed, the
Speaker at that time promised to desert family,
children, friends, and all the pleasures and attrac-
tions of this world, to go on a pilgrimage of one
hundred and forty years with Morgan G. Bul-
keley. I often think of the Speaker as he goes
109



RATCLIFFE HICKS

on that tramp, tired, fatigued, and footsore, and
occasionally sitting down by the roadside to rest
himself. Then, I imagine he says to Bulkeley :
" Morgan, tell me once more, how did it happen
that you came to the Legislature of 1895 to pro-
tect the moral rights of the debenture holders of
the Consolidated Road?" The Speaker, after
listening to the story, pats Bulkeley on the shoulder
and says : " Morgan, this story grows richer and
racier every time you tell it. Now I feel rested,
and am ready to resume the tramp : but you must
promise me that if we come across Charlie Clark
of the ' Courant,' or John Porter of the * Post,'
or Senator Piatt, you will tell them this story, for
they will appreciate it as much as I do."

Now, I want to tell you, gentlemen, a little true
story about the origin of this bill ; and you will
remember my story long after you have forgotten
my good friend from Milford, with his carroty hair
and speckled face, and long after you have forgot-
ten the magnificent mien of the member from
Stratford, with a head full of political tricks. You
will often tell this story to your wives and children,
and every time you tell it you will enjoy it the
more.

One cold, bleak, dreary day last January, Mor-
gan G. Bulkeley left the ^tna Life Insurance
Company's building, buttoning up his coat, witJi
this little bill in his pocket, to protect the moral
rights of the debenture holders of the Con-
no



DEBENTURE CERTIFICATES

solidated Railroad, and started for the Capitol.
On his way up Capitol Hill he met Joseph L.
Barbour, — you all know him, and many of us love
him, although we do not like his politics. He
said to Bulkeley, " What are you going up to the
Capitol for, to-day, Morgan?" Bulkeley shook
his head and said, " I am going up to the Capitol
to vindicate the moral rights of the debenture
holders of the Consolidated Railroad." Joe burst
out in one grand laugh, — that infectious laugh so
many of us have enjoyed, — and, with tears rolling
down his cheeks, he finally got his breath, and
looking Morgan in the face, he said, " Oh, Morg.,
come off there ! "

Now, gentlemen, to be serious, there is but one
thing to do with this bill, be you friend or foe of
the Consolidated Railroad, and that is to vote that
it should be indefinitely postponed. In voting
indefinitely to postpone this bill, in my humble
opinion, you are voting for your conscience and
your country, and I believe in the end for the best
interests of the railroad.



EXTRACTS OF SPEECH

On the Connecticut River Navigation.

Mr. Speaker and Members of the House of
Representatives :

I HAVE refrained from saying much during this
session of the Legislature, and it is with hesitation
that I rise to-day to trespass upon the time and
attention of the House ; but I should be false to
the people whose feeble representative I am, if I
did not rise in my place in this House and offer
my humble but solemn protest against the adoption
of this monstrous outrage upon their rights and in-
terests. Fortunately or unfortunately, Mr. Speaker,
they have certain dear rights and interests as well
as this railroad company, whose visionary project
has been many times sunk into the grave, and as
many times its skeleton dragged out by ambitious
speculators in the people's franchises.

Two hundred and odd years ago, where now
stands the city of Hartford, was a wild and track-
less wilderness. Two hundred and thirty years
ago the Connecticut River valley was inhabited by
the wild and untutored Indian. Two hundred
and thirty years have rolled away, and where there

112



CONNECTICUT RIVER NAVIGATION

was only a wilderness now stands the fair and
queenly city of Hartford, one of the proudest
jewels in this Commonwealth of ours. Two hun-
dred and thirty years have rolled away, and the
Connecticut River valley, then inhabited by the
savage Indian only, has become the home of a
hundred and fifty thousand souls, and blossoms
with all the products of a commercial, a manufac-
turing, and an agricultural life. What, I ask, Mr.
Speaker, has made this wonderful change, except
it be the free navigation of the Connecticut River ?
What led your ancestors — what led Hooker and
his comrades — to settle along the Connecticut
River valley, except it was the belief that this river
would forever afford an easy and cheap commu-
nication through which they might send out the
products of their industry to the four quarters of the
globe, and receive back in return the commerce
of mankind ?

The petitioners ask leave of this Legislature
to construct a railroad from Willimantic to New
Haven, with the right to bridge the Connecticut
River at Middletown, a point thirty miles from the
mouth of the river and twenty miles from the head
of navigation, — thereby blocking up and destroy-
ing this great source of the wealth and prosperity
of the interior and northern sections of the State.
Although in my judgment, Mr. Speaker and gen-
tlemen, it has not been shown by the petitioners
that the wants, the business, or the convenience of
8 113



RATCLIFFE HICKS

the people along the line of the proposed road
warrants this Legislature in granting the prayer of
the petitioners, there is no opposition to chartering
their road if they will abandon their drawbridge
scheme and build their bridge just below the city
of Middletown, where Nature, by narrowing the
river and making huge rocky shoulders of its banks,
has provided seemingly for this very enterprise.
There build your road, gentlemen, and we wish
you success. Only leave open this great artery of
communication which connects us with the whole
world ; leave free to all comers this great natural
thoroughfare, whose capacities for transporting
freight excel those of all the railroads in the State,
and which now enable us to defy all possible rail-
road monopolies.

Now, if the wants and necessities of the people
along this proposed road authorize the Legislature
in chartering the Air- Line road, then they warrant
us in chartering it by the route of the Straits alone.
The interests of the people one mile east or west
of the river will be as completely subserved, and
the country to be traversed by this road as fully
benefited, by the suspension bridge as by the draw-
bridge route — the city of Middletown and the town
of Portland alone suffering any inconveniences from
the bridge across the Straits. Now, I ask, gentle-
men, if the prosperity of every town for miles to
the right and left of the river above Middletown,
if the vast interests of the city of Hartford and the
114



CONNECTICUT RIVER NAVIGATION

thriving towns around, are to be jeopardized and
sacrificed because Middletown is to be less accom-
modated by a suspension bridge than by a draw-
bridge ? It is said that the road cannot be built by
the suspension route, by reason of the additional


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Online LibraryRatcliffe HicksSpeeches and public correspondence of Ratcliffe Hicks .. → online text (page 6 of 18)