Santa Fe Railway Historical & Modeling Society : Splinters Volume 7

GULF, COLORADO AND SANTA FE RAILWAY COMPANY

EARLY ISSUES OF CAPITAL STOCK (continued)

Elinore McDonough

Galveston, Texas

May 25, 1927

The last Board of Directors of the old company had been elected at the annual meeting of the Stockholders held on Tuesday, October 1, 1878, as follows:

M. Kopperl	)
James Sorley	)
W. L. Moody	)
H. Rosenberg	)	Representing the County of Galveston
R. S. Willis	)
J. E. Wallis	)
Julius Runge	)
H. Kempner	)

C. W. Hurley	)
W. Gresham	)
H. Marwitz	)	Representing Private Stock
N. N. John	)
C. E. Richards	)

The purchasers of the railway property met for organization on April 19, 1879. At that time, Messrs. Walter Gresham, M. Lasker and W. F. Ladd had been added to those who made the original loan proposition to the old company. This was in accordance with the invitation of those joining with Mr. Sealy in offering the loan, who asked any and all stockholders of the company to join with them. The group represented by Mr. Sealy were the largest stockholders of the road, and they controlled practically all its capital stock through their acquisition of the five thousand shares of the County of Galveston. On March 14, 1879, stock certificate No. 224 was issued to George Sealy, Trustee, for five thousand shares of stock, transferred from Galveston County. It would be interesting to learn how the County authorities were prevailed on to sell this stock, and on what terms, but there is nothing in the files of the Secretary of the Santa Fe at Galveston to show this, and no effort has! been made to ascertain it from the County records.

The Secretary's office at Galveston does not have the stock ledgers or stock subscription books of the old company, so that it is not possible to say just how much capital stock had been subscribed for and paid only in part, or not paid at all. The supplement of nineteen pages attached hereto lists all the stock for which certificates were issued. The last certificate, No. 230, was issued to A. H. Belo & Co., publishers of the Galveston News, on April 14, 1879, for ten shares, the day before the road was sold by the Trustee. This was probably in payment for advertisements and printing, in accordance with their contract.

The articles of association and organization adopted by the purchasers of the railway property at their meeting on April 19, 1879, contain the following:

"And the said parties, including said Sealy, do hereby make known and declare, that all rights whatsoever therein or thereto on the part of former Stockholders and Corporators of said Company, and all claim of whatsoever character against the same existing prior to said Trustee's Sale are extinct and at an end by said sale".

"And that the said parties to these articles are, and constitute the sole and only stock-
holders and corporators of the said Gulf, Colorado and Santa Fe Railway Company, and that they hold, possess and will exercise all the franchises, rights, powers and privileges heretofore conferred by the State of Texas on the Gulf, Colorado and Santa Fe Railway Company by the charter of said Company enacted by the Legislature of the State of Texas, May 28th, 1873, and all amendments thereto, and all acts relating to said railway or said company, and by all laws of said state relating to railroads, or otherwise, among said rights being the right and franchise to be a corporation and to preserve and continue the said corporation of the Gulf, Colorado and Santa Fe Railway Company, which right and franchise they do now hereby exercise and put into final effect."

These same articles of association describe the amount invested in the capital stock of the new company as follows:

"The amount of money invested in the construction of said railway prior to said sale having exceeded One Million of Dollars, and the parties to these articles hereby agreeing and binding themselves to pay, on call, to the Treasurer of said Company, for the immediate further extension of said Railway the additional sum of Two Hundred and Fifty Thousand Dollars, in cash, in the proportion and amount respectively hereinafter stated, the aggregate amount thereof, One Million Two Hundred and Fifty Thousand Dollars, is hereby adopted as the basis upon which to state and fix the respective shares and proportions of the parties hereto in the Capital Stock of Said Company; and on the payments by the parties of their relative prorata amount of said Two Hundred and Fifty Thousand Dollars hereinafter specified, shares in the Capital Stock of said Company shall be duly issued by said Company, and entered on its stock book to said parties hereto respectively, as follows:

	Amount to be paid to Trea- surer on call-- Dollars	Amount of shares of Capital Stock to be issued-- Dollars
Ball, Hutchings & Co.	50,000	250,000
M. Kopperl	25,000	125,000
Somerville & Davis	25,000	125,000
R. S. Willis	20,000	100,000
J. J. Hendley	15,000	75,000
Julius Runge	15,000	75,000
H. Rosenberg	10,000	50,000
Moody & Jemison	10,000	50,000
Wallis, Landes & Co.	10,000	50,000
S. Heidenheimer	10,000	50,000
Isadore Dyer	10,000	50,000
J. D. Rogers & Co.	10,000	50,000
L. & H. Blum	10,000	50,000
W. Gresham	10,000	50,000
M. Lasker	5,000	25,000
C. E. Richards	5,000	25,000
H. Kempner	5,000	25,000
W. F. Ladd	5,000	25,000
	$250,000	$1,250,000

These gentlemen, with Mr. George Sealy, signed the articles of association on April 18, 1879. As they represented the entire stock of the new company, they proceeded at once to organize, and the following were elected as the first board of directors:

Jno. Sealy	Walter Gresham
W. S. Davis	George Sealy
M. Kopperl	S. Heidenheimer
J. E. Wallis	H. Rosenberg
J. D. Rogers	W. L. Moody
Julius Runge	R. S. Willis
Leon Blum

At a called meeting of the new directors, held on April 22, 1879, the following were elected the first officers of the new company:

President	John Sealy
Vice President	R. S. Willis
Secretary	C. C. Allen
Treasurer	Geo. Ball

On April 23, 1879, George Sealy conveyed to the new company the entire property of the Gulf, Colorado and Santa Fe Railway Company which he had aquired at the trustee's sale of April 15, 1879.

The new company was now fully launched, and the old company organized in 1873 had ceased to exist, in everything but name. The stockholders in the old company who had not joined with George Sealy and his associates in the purchase of the railway property at the Trustee's sale, found their stock certificates worthless scraps of paper, and their investment a total loss. The new company issued its stock certificates beginning with number one, and the old issue had no longer any legal existence. The new certificates were practically identical in appearance and wording with the old certificates, except for a difference in the lithograph of the arriving railway train. In addition, the date "1879" appeared in large figures across the face of the new certificates.

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