CHAPTER XX

THE CHRISTENING OF AMALGAMATED

My readers may recall the wave of indignation which swept over this country when the news came of the kidnapping of Miss Stone, the American missionary, by the bandits of Bulgaria, and how hot we all felt at the capture of Ion Perdicaris by Raissuli, the Morocco rebel. Only in remote and barbarous countries, we reflected, could such outrages occur, and we dwelt with high inward satisfaction on our own splendid American institutions and law-abiding civilization. If only these miscreants were on American soil so American justice could lay hands on them—what stern punishment would be meted out to them! Yet, under the panoply of these noble institutions and just laws of ours, one citizen of our commonwealth was enabled to seize from another millions of money and the ownership of a great enterprise—literally wrench it from the hands of men who had spent their lives in developing it—and the execution of the deed involved neither financial nor physical risk and carried with it no legal nor social consequences. Look on the picture, all ye free Americans rejoicing in vaunted liberty and the right to the pursuit of happiness—this able and successful merchant, head of a great business which it has been his life-work to rear, surrendering the splendid structure at the mere nod of one man, whose "I want it" is more potent, more irresistible, than family pride or Government decree. If Leonard Lewisohn, a millionaire many times over, rich in connections with the strongest financial houses of Europe, meekly submitted to the behest of "Standard Oil," what resistance could the average man oppose to such a power? The logic of the situation is inevitable. Can you free Americans absorb the details of this most extraordinary performance and not see the coming storm as clearly as the mariner does when all along the horizon creep the hosts of Boreas and the barometer drops like lead in a shot tower?

At last, in April, 1899, the first section of the much-heralded company was ready to step before the footlights to the plaudits of an awaiting financial world, and it was really a great moment when Mr. Rogers sent me word: "Come over, and be prepared to stay until the consolidation is formed and launched." I was at 26 Broadway next day, and we entered at once on our council of war. It was a momentous sitting and secret, for, until the entire programme was mapped out and decided upon, no one was a party to it or had knowledge of it but Mr. Rogers, his counsel, William Rockefeller, and myself. After we had finished the final details, Mr. Rogers said:

"This is a job on which we must not lose time, for if we give any one, even those who are to be directors, too long to think things over, there will be counterplots, and a cog may slip or jump and we shall all be crushed. We must all bear in mind that this thing has rolled up and up until it is unprecedented in business affairs, and if we slip up in any of the important details, we shall have a panic on our hands such as Wall Street has never witnessed."

On all sides for weeks there had been accumulating evidence, which we could see pointed to a monumental success or an avalanche failure. The copper market was literally boiling, and investors from one end of America to the other and throughout Europe were on the qui vive for the anticipated announcement. At intervals in history great "booms" are started, which bloom into iridescent bubbles, and for a moment dazzle the world with fairy dreams of sudden millions. Greatest of all these was the South Sea Bubble. Since then we have had the tulip craze in Holland, the Hooley excitement, and the Barney Barnato South African mining furor in England, the Secretan copper corner, and the tremendous bonanza delirium in California; but none of these, save the first, is comparable with the magnitude of the copper maelstrom of 1899. The tulip craze could have been thrust in and withdrawn again without diverting one of its currents; the Barney Barnato affair was little more than an eddy on the surface of English finance in contrast. We were dealing in hundreds and five hundreds of millions; shares rose and fell twenty to fifty points in a day; some had mounted to the giddy height of $900 each; thousands of the public had invested their savings in one copper property or another, and all awaited with bated breath and marvelling anticipations the launching of this copper monster with its freight of hopes and visions.

The programme as specifically arranged had several important clauses. The first involved the notification of James Stillman, President of the National City, the "Standard Oil" Bank, who was to be let into only as much of the secret as was necessary to enable him to handle his important end intelligently. To Leonard Lewisohn it was decided to intrust the French, English, and German end of the subscription, and he was at once to receive orders to lay his pipes. I may say here that this task was admirably executed through his son-in-law, Philip Henry, of the English branch of Lewisohn Brothers. The other directors of the company were then and there selected, but it was agreed that they should not be told of the distinction thrust upon them until the very eve of the company's formation.

This decision surprised me at the moment it was concluded, for with my Boston ideas I had regarded the gentlemen we had chosen to preside over the destinies of our great company—all men of the highest prestige and standing in American finance—as so powerful and so independent in their own fields as to be beyond either the coercion or the cajolery of "Standard Oil." It was because of this reputation for integrity and the confidence their names would inspire in the public mind that we had selected them; yet here was Mr. Rogers irreverently using them as the veriest pawns in his game, and taking absolutely for granted their immediate consent to the loan of their reputations and honor for any scheme he might put up. The possibility of one of these eminent financiers objecting to be used in any way "Standard Oil" might desire was a contingency evidently so remote as to be unworthy of consideration.

The legal aspects of the problem were considered, but as we felt sure of our ground it was agreed to avoid all delays in this direction. As a matter of form and habit, however, Mr. Rogers said that at the last moment, when the papers were ready to issue, he would have the wise lawyers in charge of the legal department of 26 Broadway run over them, but whether they approved or not, he would allow no technicalities to hold up the flotation. This was certainly a departure from the well-ordered rule of "Standard Oil," but the urgency of the situation seemed to require it.

After our council adjourned, not a moment was lost. The organization was quickly shaped up and got ready, and the time was ripe to broach to Mr. Stillman the part that he and the funds deposited in the National City Bank were to play in the forthcoming engagement. This was a crucial point, and I saw that Mr. Rogers approached the task with no gusto. Before he went off that night he spoke about the interview which was to occur after dinner, and he said:

"I don't mind giving Fewer or Olcott or even Morgan but a minute's notice, for every one of them will do about what I ask him to, but I shall feel better when I get through with Stillman."

"But Mr. Stillman would never dare to refuse what you and Mr. William Rockefeller asked, any more than he would the request of John D., would he?" I asked.

"I don't know about that," Mr. Rogers replied. "Stillman has been growing fast of late, and it is not nearly so easy to get him to consent to run deals blindly as it was formerly. Of course, if he were in on the bottom floor with us, it would be different. All I fear is, he may ask questions, and if he does, it will not do for me to refuse an answer. And too many answers may be dangerous to our plans."

"Why not take him in with us—you, Mr. Rockefeller, and myself?" I suggested. "The profits will stand it, and as far as my share goes I am willing."

"Not by a jugful, Lawson," said Mr. Rogers emphatically. "Stillman will only get what fairly belongs to him. He has had none of the risk or work, and we do not need him in any way except through the bank, and the bank is 'Standard Oil's,' not his. He is lucky to get what I am going to give him."

It is interesting to note in passing the authoritative manner in which 26 Broadway speaks of the so-called institutions of the people that it controls—the banks, trust companies, and insurance companies, having deposits of hundreds of millions of the public's money. Familiarly they are alluded to as "our bank" or "our insurance company," as the case may be. We are all apt to feel we own the things we use, and that Mr. Rogers should speak of the millions of the National City Bank as "our funds" is not surprising when he possesses the power and the privileges of doing with them as he pleases. I was too fascinated at that time by the ready magic of "Standard Oil" to observe all the anomalous conditions my relation with it revealed. Such things all seemed a natural attribute of the despotic and all-powerful institution that I served.

I was vastly relieved when Mr. Rogers reported, the following morning, that at the dinner with Stillman everything had slipped through very smoothly. Not only would the National City Bank take charge of the subscription, but through the institution Mr. Stillman would furnish the millions necessary to form the company. This meant supplying the paraphernalia in loans, checks, and cash necessary to pay in the seventy-five millions capital, thirty-nine millions of which must at once be "book-keepingly" available to pay for the property bought from Daly, Haggin, and Tevis, and purchased by the company.

"It couldn't have gone through easier, Lawson," Mr. Rogers said quietly, "for the fact is, Stillman seems to have got the copper fever as badly as any one else and is as anxious to take a hand as we are to have him. It will be plain sailing now unless we strike some snag with Sterling or Elliott"—referring to the principal "Standard Oil" lawyers.

By this time such substantial progress had been made with the plans that they were formulated on paper and the time had come when it seemed advisable to try them on the "Standard Oil" law-department. We arranged that night that next morning Mr. Rogers should himself go over the matter with Mr. Sterling. I was waiting in his office when he returned from this consultation, and the expression of his face as he entered indicated plainly that a real snag had been struck. His jaw and the droop of the upper corners of his eyelids gave a curiously sinister aspect to his face.

"Well," said he, "Sterling says if we carry out that plan there may be h—l to pay some day."

"Wherein does he say it is wrong?" I asked, not over-surprised.

"Everywhere. He says if there is any slip-up in the future Mr. Rockefeller and myself may have to pay back a lot of money."

"Well, what are you going to do?" I said.

"Just what we started to do." No lawyer's warnings could hold him back from the bursting barrels now in sight. He went on:

"I told Sterling to forget I had asked him to pass on the matter, and that I would have my own counsel take the responsibility. So we go right ahead, and nothing is to be said to any one, not even to William Rockefeller. I have always argued that it is fool business to go to a lawyer with a scheme that depends entirely on how it is carried through as to whether it is perilous or not. I could have told Sterling there is apt to be more danger in a deal in which one makes thirty-five to forty million dollars without turning a hair, than in furnishing staid advice from an office-chair for a fixed sum per diem."

The concentrated incisiveness of these sentences! Opposition, the mere suggestion of danger, had stimulated his determination to proceed rather than enjoined caution. Himself convinced of the expediency of our deal, no power on earth could make him deviate or face about. Truly a man of blood and iron, as Bismarck or Moltke was, his erected will is a sword and a vise. To gain a predetermined goal Henry H. Rogers will go through hell, fire, and water, swing about and make the return trip, and then repeat, until death interferes or his object is attained. Such men as he in other days subjugated kingdoms or made deserts where they operated; in religion they became St. Pauls or Savonarolas.

It may occur to my readers that in depicting Henry H. Rogers I use more whitewash than tar, and that if he is half as determined and relentless as my characterization of him, he will surely exact a terrible reprisal for what I have written here. In describing the man I adhere to the facts, and before I began this crusade I weighed well the consequences. From the implacable wrath of Henry H. Rogers and his associates, from a thirst for vengeance which grows more bitter as it is deferred, nothing can save me, nothing but—myself.

And now events flew. Mr. Rogers took the forenoon to notify Governor Flower, President Frederic P. Olcott, of the Central Trust Company; Marcus Daly, and J. P. Morgan, that they, in connection with William Rockefeller, himself, his counsel, and James Stillman, were to constitute the directors of the new company.

"There, Lawson," he said, when he returned to 26 Broadway, "that job is done, and I am glad it's off my hands. It was all pleasant enough but the Morgan part. I wish it were possible for us to get along without having his assistance, but it isn't. Leaving him out would create comment, from which it would be only a short step to Wall Street's nosing around and manufacturing something uncomfortable, even if they didn't discover it. I don't like Morgan a bit, and he likes us less. It won't be long before one or the other of us will be able to do business without knowing what the other's about, much less consulting him—not very long."

As the "not very long" shot out from between his lips much as the tail-end of an up-chimney wind switches itself around the angle of the fireplace, I felt there was little doubt in his mind who would be left to do business after the final drag-out and clean-up. At the same time it did not dissipate a sort of come-and-go confidence I had that the old terrapin around whom so many of Wall Street's eddies have swirled would cause the 26-Broadway crowd many a broken knife-blade before crawling or being pushed into his shell. Turtles are not much good as sprinters, but they're blue-ribbon winners when it comes to the staying class.

"You didn't meet with any set-back with Morgan, did you?" I asked.

"Oh, no," Mr. Rogers replied; "he simply said it would be best, everything considered, for us to put in his right-hand man, Robert Bacon, instead of himself, and I agreed with him; in fact, I think it much better, as Bacon is a rattling good fellow who takes no interest in the other fellow's business, even when he does happen to be a director in the other fellow's company, and he will recognize that this copper affair is mine, not Morgan's." He stopped abruptly. "Now, Lawson, let us settle upon what in this case is an important point, the name of the company." He had asked me the day before to think of a suitable title for our organization, and I had put in some time with a pad and pencil experimenting. I had several names ready for him, but after I had run over them and given my reasons, he said:

"There is nothing more important than to have just the right name for a company which is going to make history, is there?"

I agreed; in fact, even more than he I was impressed with the desirability of a suitable name for a corporation whose stock was bound to become a great market star, and I was not satisfied with any I had dug up. Give a stock or a book a good name, and it is sure to be numbered among the best sellers.

Mr. Rogers continued:

"Lawson, we want something as good as 'Standard Oil,' if it is possible to find it. Now"—and he drew over one of his little writing-pads and taking a slim gold pencil from his pocket slowly wrote something and handed it to me—"how do you like this?"

I read "'Amalgamated Copper Company.' Perfect!" I exclaimed.

"I thought you would say so"; and he reached over and wrote underneath the name, "A second Standard Oil." It was an impressive moment for both of us. I folded the slip, and putting it in my pocket said: "You will see this again, Mr. Rogers, when its stock sells for as much as Standard Oil."

Surely an adder crawled from that tiny golden cylinder and upon the smooth white paper distilled its subtle venom. I, poor fool, exulting in the splendid throes of accomplishment, never dreamed that the real christening of my bantling was the toast the Master of Hell drank as the name "Amalgamated" was slowly traced upon the pad before my eyes; never dreamed that this cherished offspring on whose rearing I had lavished all I possessed of dollars, of ideals, of generous hopes and high expectations—whose growth I had literally watered with my sweat—was an imp of darkness. My fool's paradise I had planted with all manner of fair flowers and lordly trees, and in my folly believed that those who had been my friends were forever after assured of pleasant places, lovely perfumes, and grateful shade; but like the Grecian in the ancient fable, I found I had sown dragon's teeth, and the crop I reaped was of hatred and envy, passion and revenge.



CHAPTER XXI

FIXING THE RESPONSIBILITY

On the day before Amalgamated's incorporation, Mr. Rogers and I conferred long and earnestly upon the plan of campaign for the company's organization. It was very necessary to avoid all errors, and to have everything cut and dried in advance. We were obliged to railroad things through, once started, a hitch or a side-track might be fatal, and I desired to have Mr. Rogers pass upon the programme I had drawn up. Therein was set down the work of each captain, lieutenant, and water-carrier who was to take part, and we discussed every detail to a finish. When he had approved everything up to the point where formation ended and the flotation began, I said:

"Now comes the most important part of all—the offer to the public; for a slip-up, the misuse of a single phrase, or even of a word, at this point might destroy our whole structure."

"Quite true, Lawson," he answered, "but I have no fear of you there. Let me have your idea."

"First," I replied, "there should be an advertisement of the National City Bank, and one of the Amalgamated Company, and in this advertisement the story of the good things we have collected must be told in strong terms."

I am now about to explain exactly of what the First Crime of Amalgamated consisted, and it behooves my readers to weigh carefully the details, for I make the claim here that without further proof they will be able to realize not only my own position and purpose at this, the crucial, stage of the Amalgamated enterprise, but to grasp the cold-blooded villany of the men I am exposing.

At this time I was in a most uncomfortable and uncertain position. Each day that I did business with Mr. Rogers and his associates increased my knowledge of their heartless brutality in dollar-making. I knew I was on dangerous ground; but to retreat meant not only my own destruction but terrible losses to my friends who had followed me and to the public which had come in on my advice. So I had made up my mind to go on but to keep my eyelids pinned back, my tongue anchored, and what gray matter I possessed oscillating. Remember, I was in no way sure that Mr. Rogers intended to misuse the public, but I suspected that his coat-sleeves contained more things than his shirt-cuffs, and that he was playing a game other than the one he let me see. Up to now Mr. Rogers and William Rockefeller had kept me between the people and their legal responsibility by having all public statements made over my signature. I had half-way concluded that this was done to avoid future accounting, but there might be other reasons. I determined when it came to the flotation, which would be the first time they took openly the public's money, to connect them publicly with my statements. It is next to impossible for any man to sit in front of Henry H. Rogers and give one reason for his actions and have another about his person; but this was a desperate situation and I resolved at any cost to carry my point. How difficult a task I had undertaken I did not realize until I was well into it. When I had stated the form I thought Amalgamated's first announcement should have, Mr. Rogers paused. He repeated:

"The City Bank—that's a question. Now, how do you propose to go about that advertisement?"

"Simply this way," I replied. "I will draw up a memorandum of the main strong points about the Amalgamated Company, and you will ask Mr. Stillman to have some of his people write them into a good, clear statement. This we will publish as an advertisement over the bank's signature, and have the Amalgamated Company indorse it, showing that it is joined with the bank in responsibility for the truth of the announcement."

Mr. Rogers said nothing, but continued to gaze inquiringly at me. I went on:

"Or, the Amalgamated Company can be the principal and the bank the indorser."

"Just what is the bank to say in this statement?" he asked very seriously.

"The big things about our enterprise that I have been telling the public. We will put them forward in an old-fashioned, unequivocal way—that should accomplish what we want," I replied.

He was looking at me in a curiously searching manner as I spoke. He said:

"Let us have the strongest one or two as an illustration."

"Well, for instance, what I have advertised so often, that this stock is so good the 'Standard Oil' people who formerly owned the property behind it would prefer to own all the stock and hold it as a permanent investment, but that the enterprise is so large their interests will be better served by letting the public in than going it alone. You and I know that's true. Also that the company is earning sixteen per cent. and will always pay eight per cent. or over. Something to that effect."

"Do you suppose, Lawson," said Mr. Rogers, straightening up and speaking very impatiently, "that the public will swallow any statement of that kind? Just think it over—William Rockefeller, James Stillman, and myself, to say nothing of others, openly spending our money for advertisements to induce Tom, Dick, and Harry to buy stock at par which we know is earning sixteen per cent. and will always pay eight!"

"Why not?" I responded. "I have practically stated the same thing scores of times as your agent, until, so far as the public is concerned, my telling it is the same as though 'Standard Oil' had said it."

"Well and good," Mr. Rogers went on dryly. "But, Lawson, you know there's a heap of real difference between your telling it and our putting it over our signature."

I well knew the difference, but I had my point to make; so I said:

"All right. Let the City Bank and Mr. Stillman put it their own way."

"Lawson, that's foolish," Mr. Rogers returned. "They must not be allowed to have anything to do with it save to O. K. what we are to advertise over their signature. Stillman would never agree to our using the City Bank to hawk any stock but a gilt-edged one."

"Isn't this a gilt-edged one?"

Mr. Rogers glared at me.

"Why waste time and words over a matter that you know as well as I must be handled very, very gingerly? It is not because it is not gilt-edged, but because of the peculiar situation of it. The public thinks this stock which is to be offered to it belongs to the Amalgamated Company, and that the City Bank is selling it for the Amalgamated treasury just as in any of the ordinary first-class issues they offer for subscription; whereas we know that the stock belongs to us and the bank is selling it for our profit. If the public suspected that this stock was ours, and that we were not going to subscribe on the same basis as themselves, it would demand to know what we paid for it, and if we didn't tell, it would be figured out as a clear case of false representation. Where would that leave us? Mr. Rockefeller, myself, the bank, and Stillman would be held for every cent of the capital forever. We cannot put our heads into any such halter."

"I cannot see why not," I expostulated. "You and I know there is no more chance of loss than if we were dealing in the City Bank's own stock, because of the way we are handling the deal, selling only $5,000,000 to the public, and standing behind every dollar of that, all possible risk is eliminated."

"Call all that true," angrily replied Mr. Rogers, "and you don't alter the fact that such a scheme as you map out is impossible. You must get to work and figure out some plan which is practical."

"I knew that we should find this a difficult matter to get right," I said. "Now, what is your idea of how it should be gone about?"

This time the burden of explanation was fairly upon Mr. Rogers, and I waited his answer expectantly. He replied, in much milder tones:

"There is no real difference between us, Lawson, except that you don't seem to realize the actual position we are in. We are going to do what is fair and right in this enterprise—indeed, there is no necessity for anything else—but we must not put the bank or ourselves in such a place that either or both of us can be held legally responsible for anything that happens in connection with this company. You must keep in mind Sterling's words, that the thing is risky enough anyway, and that even under the best circumstances and conditions we may find ourselves in a hole. Exactly how to do it I have not figured out, but the City Bank must appear as offering the subscriptions, and the Amalgamated Company as owning the stock, and simultaneously some one else must tell all about the advantages. Unless this latter is very fully done, the public will not only refuse to subscribe, but will get suspicious, and there might be a big scandal. It seems to me as though this part of the job is yours to do, and to do just right."

So far in our argument we were even. We eyed each other as fighters do in a ring—looking for an opening. Both sparred for an idea. Mr. Rogers' reluctance to shoulder any legal responsibility deepened my suspicions, and inwardly I sweated blood at the thought of the deviltry that might be piled up around the affair. However, there was nothing for it but to square away and keep sparring, for if I lost my temper and exploded, it meant that I should be ground up or disappear in the hopper, and then, good-by to independence. It was the first time I had ever sat in a finish game with the master of "Standard Oil," and I trembled at the possible outcome. Yet this duel—for it was as clearly a fight for life on my side as though we both were armed with deadly weapons—was but one of a thousand similar encounters the Rogerses and Rockefellers had had with other adversaries as fearless and as honest as I, and out of these heart-breaking and soul-crushing sit-downs they had always emerged survivors, while behind the "Standard Oil" juggernaut, defeated and submissive, trudged the men who had dared oppose them. Should the fate of these others be also mine? Across my mind flitted "not while my brain retains its fly-wheels and my hands their power"; and I found myself wondering if there were not some stage at which a man cornered by arbitrary conditions and legal observances was justified in bursting all such trammels and meeting artifice with physical violence. Murder is a crime against society and against nature, and we must all observe the canons of God and the regulations of the law; but at least a dozen times in my wrestles with the exasperating, grinding, hell-generating machine, it was only my inborn reverence for God's law and man's that prevented me from—well, shall I say, strangling the fox?

All this, however, was between me and my mind. I showed not a vestige of it on the surface, but went on with much earnestness:

"Mr. Rogers, I think I understand the situation perfectly, but let us see if I do. We have reached a point where we are out in the open, and the whole world is in position to pass judgment on us and our venture. There must be between us unanimity of purpose, for the time is past when I can say one thing, you another, and Stillman and his bank confuse all concerned by agreeing with one story and denying the second. It is essential that we all pull together, yet conditions are such—and no one's to blame for them, for they have so developed—that we cannot have a general pow-wow to organize a programme. We, you and I, must formulate a plan which can be sent out to the public with the approval of all concerned, all the parties to it being sure they understand absolutely its meaning, while in reality it means something different to each of them. Isn't that about it?"

"You have covered the situation fully, Lawson," approved Mr. Rogers. "You must understand that this tie-up is due to our having departed from our usual way of doing business. 'Standard Oil' never goes to the public direct for money, but works up its projects through some of our"—he almost said "dummies," but caught himself—"our lieutenants. You have worked up this affair in our name instead of your own, as would have been the safer way."

I thought to myself, "You cannot, whatever you do, evade responsibility for the millions you are to take this time"; but I went on smoothly:

"This, then, is how I see our procedure: We will write out an advertisement for the City Bank. You will have Mr. Stillman pass it for the bank, by authorizing me to publish it. You will then authorize me to publish a second advertisement on behalf of the Amalgamated Company. If there is any slip-up, I, as the agent of both, will have to become responsible instead of you. Is that right?"

He nodded. I went on:

"Besides these, there must be a third advertisement, in which some one will tell the strong facts about Amalgamated, and it will be so worded as to bring the public with its money into the City Bank just the same as though it were signed by the bank, Stillman, the Amalgamated Company, and you and Mr. Rockefeller. What's the use of beating round the bush any longer? The one to sign that story and stand behind it is myself, because, owing to conditions, no one else will."

I had said it. Mr. Rogers' eyes snapped just once. Only on two other occasions in all my long and intimate acquaintance with this wonderful man have I seen him lose his self-control. To anger he will give way frankly if the occasion justifies it or he desires to intimidate or impress an individual; but his face, mobile though it is, presents a calm and impassive mask. I caught the snap, and I think he caught me catching it. It meant much to me—more even than if he had said in so many words "I've got him." In such encounters one cannot see into one's adversary's mind nor know what he is trying to do, and any indication is like the sight of a buoy in a fog to a mariner. I gathered that the snap indicated relief at my compliance, and that he had been afraid I might balk. That showed me that consent on my part was important—which meant that he saw no possible way of carrying the enterprise to the end we had mapped out unless I stepped into the gap. Then I knew that he would have to agree to my terms, provided they were not too harsh and that I did not too vehemently insist upon them. It is a cardinal principle of "Standard Oil" never to do anything they decide they won't do, and that which they decide they won't do is what any man on earth says they must do. You may lead "Standard Oil," but you cannot drive it. If at that critical moment I had foreseen all that subsequently occurred, or realized that this copper affair, which was to me a matter of life and death, was to Henry H. Rogers only another device to extort dollars from the public, I should then and there have thrown down the gauntlet and demanded that "Standard Oil" step out into the open and assume all legal responsibility, or have exposed the whole scheme. But my suspicions were suspicions only, and I could not be sure that Mr. Rogers was doing other than discretion warranted, when he desired to have things done in such a way as to allow me to continue to conjure with the magic name "Standard Oil." In other words, wasn't he doing exactly what I myself was engaged upon? I was planning to have him consent to things he was otherwise unwilling to allow, and he, in his turn, was scheming to have the bank and his "Standard Oil" associates pass over things they would be sure to question if presented less adroitly, or if they came from some other quarter. Yet all I was trying to accomplish was honest and best for all. Why might not his intentions be as fair as mine? However, the eye-snap determined me to steer nearer the wind.

"Well and good, Mr. Rogers," I went on. "I will tell the story I know is true and that you know is true, and that you have repeatedly given me your word you would stand by me in telling, but I will only do so in a way I deem safe and fair to myself. Is that agreed?"

He winced a bit. "What do you mean by that?" he said. "What do you mean by a 'way safe and fair' to yourself? You are not suspicious of any of us, are you?"

"Suspicious is not the word, Mr. Rogers. I brought you and Mr. Rockefeller this copper enterprise. We have gone ahead with it upon clearly laid down lines. I have done to the letter all I agreed, and, so far, the enterprise has more than fulfilled my promises. I realize that our success has largely come from our going to the public and openly telling it what we were doing and what we intended to do. Until now, I am the one who has made all the promises, and, legally, up to this point, I am the only one who can be called to account, but it is the fact that for any statement I have made, you and Mr. Rockefeller have been as much responsible as myself, and you as much or more than I have had the benefit which has come from what I have promised. Now we are ready for business with the public, and there must be a clear and distinct understanding with it or it will not part with its money. This understanding can have but one bearing—that what the public read, we must all be responsible for legally and morally, not some of us, but all of us, you, Mr. Rockefeller, the City Bank, James Stillman, and myself. For bear in mind it was you and Mr. Rockefeller who changed my plans by substituting companies and properties of which I knew nothing but what you told me. All the things we ought to tell, you say cannot be put into words, because if they are powers beyond us will refuse to allow the enterprise to go through as it must go through. Then the condition must be implied, must be between the lines. You say this is my task, and that I alone can perform it properly. All right—but I will perform it in a way that will hold every one concerned to his legal as well as to his moral responsibility just as it will me who sign it. To save our enterprise I will concede just this much: The advertisements will be so worded as not apparently legally to involve Stillman, William Rockefeller, or the Bank but in reality they will be bound to as strict responsibility as though their signatures were in the place of mine. In doing this I compromise with my conscience, Mr. Rogers, because it is now of paramount importance that our consolidation go through—as important to the thousands of others who have followed us as to ourselves."

"You mean this, Lawson, that you will insist upon having this done in a way that will make every one legally responsible?"

"I mean just that, Mr. Rogers. In what other way can it be done?"

"As all such affairs are arranged—by allowing the public to think for themselves—but steering our end clear of all possible legal entanglements," he replied in a voice half choked with suppressed rage. Now we were both thoroughly aroused, he fairly seething with fury at my rebellion, and I boiling over at his willingness to sacrifice me to his own safety. By this time he was on his feet facing me, and it was evident the tussle would be serious. Still I slowly and coldly asked:

"How can that be done?"

"By your taking the responsibility," he as slowly and freezingly answered.

"You mean that I shall go ahead and make glowing and generous promises, on the strength of which the public will put up its money, and that if these promises for any reason are not carried out, I alone shall be the one to face the music? Is that what you mean, Mr. Rogers?"

I held myself together, with closed hands and clinched teeth.

"Just that," he returned. "You are making millions out of this enterprise, and I consider this is one of the places where you earn them."

"Not if every one of the millions you mention were multiplied a thousand times, Mr. Rogers, do I say one word to the public to induce it to part with its money—not a word that will not hold you and Mr. Rockefeller, Stillman, and the City Bank to a full responsibility—not if, on the other hand, I become a pauper."

It was out. I know that the deadly earnestness I felt was in my voice, for though I spoke in a low tone I thought my head would burst until the last word was spoken. We looked at each other—glared is not the word to define that white-hot yet frozen, "another-step-and-I-shoot" look which of all expressions of which the human face is capable is most intense and dangerous. I did not flinch. I did not know what he would do, but I saw my words impressing on his mind the absolute conviction that for once he was face to face with a resolution no power of his could alter. Slowly his anger, his will, seemed to subside, but as they did I was aware intuitively that he had changed tactics and was coming at me from another direction. In an instant his whole being seemed to relax and he dropped into a chair with a sigh of relief as he said:

"All right, Lawson. You've thought it out, I see. You are making a bad mistake, but as your mind is made up, I can do the only thing left to do—call the whole business off for the time being."

I had not served as Mr. Rogers' pike-carrier in vain. Superb actor though he is, I saw his bluff, and quick as a hair-trigger called it.

"Is that your decision, Mr. Rogers?" I asked, almost before the last word was out of his mouth. I did not attempt to shade the "If-it-is-I'm-off" tone of my voice.

He replied slowly and naturally, as though he were taking his decision right off the scales:

"Yes, I think so."

"Then we will call it off for good. I've hung so long by the heels on this whole matter that anything is better than a further wait. I'm for Boston on the next train, and by to-morrow I'll have figured out where we stand."

I started for the door.

"Just a minute." His voice was as indifferent as though no tremendous issue were at stake, for Henry H. Rogers is of the iron-willed breed whom peril never betrays into trepidation. He would throw dice for his life as casually as one of your Wall Street tipsters would for a cigar, and here reputation and millions were in the balance. I knew as well as though I had seen the message telegraphed across his mind that he had said to himself, "It didn't work, I must round to," but I knew my man well enough to realize that a false move now would tip victory back into defeat. I halted. As naturally as though there had been no calculation in the tone of resigned despair which tinged my voice, I said:

"Mr. Rogers, don't let us prolong this talk. You well know what this decision of yours means to me, so let me go where I can think it to a finish."

In an instant Henry H. Rogers was again his virile and commanding self. He jumped to his feet. His words came round and tense, passionately convincing and persuasive.

"Lawson, are you crazy? Would you go back to Boston and smash this business that we have spent years on? Would you sacrifice the millions that are in your grasp? Would you? Would you, I say? You know I would not threaten you, but I ask, would you do this, and at a time when you are all tied and tangled up with us in such a way that you would be bankrupt, literally be a pauper, and all because I insist upon things that conditions over which I have no control compel me to demand?"

Whether he intended to halt or not I never knew, for I let him have my pent-up feelings in eleven words that gave me as much relief as any thousand I could have selected had I a day to do it in:

"As true as there is a God above us, I would!"



CHAPTER XXII

THE RESPONSIBILITY FASTENED

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

"Settle Right or Forever Regret."

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

COPPERS.

Amalgamated Subscription.

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

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

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

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

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

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

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

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

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

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

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

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

THOMAS W. LAWSON.]

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

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

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

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

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

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

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

[Illustration: INITIAL ADVERTISEMENT OF AMALGAMATED COPPER COMPANY.

Amalgamated Copper Co.

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

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

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

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

NEW YORK, April 28, 1899.

OFFER FOR PUBLIC SUBSCRIPTIONS.

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

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

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

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

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

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

"Not a thing more."

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



CHAPTER XXIII

THE FIRST CRIME OF AMALGAMATED

That those of my readers who are not versed in stock affairs may appreciate the unusual character of these announcements, it is proper for me to explain their divergence from the form of the average financial advertisement. It is the invariable custom in all stock subscriptions for the corporation which is being offered for sale, or the bank or bankers assuming responsibility for the proposition, to set forth at length the facts essential to a proper understanding of the enterprise: if a new corporation, its reason for existence and the security offered; if old, its history and the immediate purposes for which additional funds are asked. It is the same in finance as in ordinary business. If you are offering for sale goods which cannot speak for themselves, it is necessary that some one talk for them so those who purchase may know what they are receiving for their money. Under normal circumstances the initial advertisement of the Amalgamated Company would have stated the amount of its capital, its organization, and that the proceeds of the $75,000,000 of stock offered for sale were to go into its treasury to purchase designated properties. It will be seen from the Amalgamated's advertisement reproduced herewith, that all the information vouchsafed intending investors is mention of its $75,000,000 capital, that it has no bonds or mortgage debt, and that it has already purchased large interests in the Anaconda and other copper properties. Not a word about indebtedness, equally vital, nor in definition of the extent of the interests owned. It is quite the briefest, most meagre notice of subscription ever placed before the public. Indeed, it is informative and specific only in regard to the officers, who are given extraordinary prominence. Such announcements are usually signed by the president and the secretary and treasurer, or else the names of all the officers and directors are stated, so it is obvious here that the prominent insertion of the vice-president's name is for a purpose. And all Wall Street as well as the general public gathered that "Standard Oil" was so sure of this enterprise that its principal men were anxious to be known as being behind it.

The offer of the National City Bank begins with a reference to "the foregoing statement," as though that really showed the purpose of the sale of stock—leaving the inference that the beneficiary was the Amalgamated Company. Other details—the designation of conditions of subscription, terms, etc., follow the ordinary form. In the matter of oversubscription the offer diverges vitally. Usually it is prescribed that "in case of oversubscription stock will be allotted pro rata and the right is reserved to reject any subscription in whole or in part." In preparing the advertisement I purposely left out the "or in part," thereby making it impossible to reject any part of any subscription—in other words, rejection had to be without compromise, so that every subscriber whose subscription was not wholly rejected would stand on equal terms with every other subscriber, as he would receive his exact proportion.

The terms of these advertisements prescribed the conditions under which subscriptions for the stock of the Amalgamated Copper Company must be made to the National City Bank, and bound the bank to accept subscriptions presented in compliance therewith. In fact they constituted a legal contract binding the National City Bank, an institution doing business under the national banking laws of the United States, to allot to every subscriber whose subscription was not rejected in full, his proportionate part of the entire 750,000 shares of the capital stock of the corporation, his proportionate part being the ratio his subscription bore to the entire subscription received at the National City Bank before twelve noon of Thursday, May 4, 1899. On receipt of official notification from the National City Bank that he had been allotted twenty per cent. of his subscription, or one share in every five subscribed for, the subscriber had a right to think he knew that the total subscription to the stock had been five times $75,000,000—$375,000,000—or five times 750,000 shares—3,750,000 shares; and that before noon, May 4th, the National City Bank had in hand certified checks to the amount of $18,750,000. The public, including the shrewdest Wall Streeters, has, since the subscription closed, believed that the subscription totalled the figures given above. Indeed no one has ever suspected anything to the contrary, because it was clear that if the allotment was conducted under conditions other than those contracted for in the advertisement, the National City Bank had laid itself open to a charge of fraud and was liable to each subscriber for the proportion of shares of which he had been deprived.

The actual amount of the subscriptions received on or before noon, May 4, 1899, at the National City Bank was but $132,067,500, and the amount of the five per cent. certified checks received in the institution up to noon was only $6,603,375, or $5 per share on a total of 1,320,675 shares.

The meaning of this is that every legitimate subscriber—and I except the millions of subscriptions which the bank decided were illegitimate and rejected, as they had a perfect right to do under their contract with the public—was defrauded of two shares of each three to which he was entitled. Before me as I write is the original allotment of the National City Bank to the subscribers, which I propose to print in my second volume as part of this indictment, showing that the figures are exactly as I have stated.

From the beginning of my narrative I have claimed that the frauds committed in connection with Amalgamated could be completely demonstrated from records outside any evidence of mine. The list of subscribers and the most cursory examination by the Government national bank authorities at Washington will furnish all the proof necessary to substantiate the accuracy of my statement here. At this juncture I shall not attempt to sum up the bearing or the consequences of this illegal and dishonest act, but it was one of the main cogs in bringing about the disaster that ensued. The conditions which led to its perpetration are narrated later. In passing I may say that while the formation of the Amalgamated Company by the clerks and office boys (as I have already described it) and the means by which Mr. Rogers and Mr. Rockefeller let in their friends to their appointed "floors" were deceptive and outrageous in their double-dealing, and should be prohibited by law, I knew them to be so commonly practised throughout our American financial centres that it never entered my mind to suggest that they were criminal. The infraction I have just explained, however, is a tangible fraud and a very different proposition.

The two announcements alone would have had but little efficacy in persuading the public to part with its money for Amalgamated stock, but in conjunction with the third advertisement—mine—they proved irresistible. There was nothing equivocal in my announcement. I not only advised the purchase of the stock by subscription on the ground that it was the best opportunity for safe and profitable investment ever offered the people, but asserted that the shares could afterward be sold for fifty to seventy-five per cent. advance on the subscription price, so that every one who obtained a share of Amalgamated for $100 was buying something which would subsequently be worth $150 to $200. Further I promised that all the subscribers should be treated alike and gave it as my opinion that the whole 750,000 shares could at the time the public was reading my statement be sold for thirty to sixty per cent. more than the subscription price, and declared unqualifiedly that the assets owned by the Amalgamated Company were worth from one hundred to one hundred and twenty-five millions; that the company was then earning from twelve to sixteen per cent. per annum, and that from the start and ever afterward it would pay eight per cent. dividends annually.

As I have previously stated, I had no personal knowledge of the conditions in the several properties comprising the first section of Amalgamated, but the facts and figures which were put forward in this advertisement were supplied me by Henry H. Rogers and through him by Marcus Daly, who vouched for them, and furthermore the three advertisements were carefully read and scanned by Mr. Rogers himself. If I had not believed them to be true I should not have put them forward nor allowed them to be published, but I accepted them as the public and the financiers did when they read them over the signature of the known agent and mouthpiece for Amalgamated and "Standard Oil," myself. I showed that I believed them by putting my signature to them. I was and am personally responsible for the truth of these statements, but more so are H. H. Rogers, William G. Rockefeller, the National City Bank, and the Amalgamated Company. Even if it had not been a matter of public knowledge that I was the agent of the City Bank and the Amalgamated Company and the "Standard Oil" party; if it had not been a fact, as it was, that I inserted these three advertisements by agreement with those who were responsible for them and who were doing business directly with the public; if it had not been a fact that these people through me paid for these advertisements, thereby directly showing I was their authorized agent; if I had not taken the precaution to see that such payment was made by a check signed by William G. Rockefeller, treasurer of the Amalgamated Company, and yet made to the order of the newspaper people and handed by me to them, thereby clinching my agency, nevertheless the advertisement itself would have made it clear that I was the full and authorized agent, or it would have been stopped there and then and the bank and the company would have refused to proceed further, for I say:

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

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

I think I have made clear so far the conditions under which these vital statements were put forward and have lodged the legal responsibility for them where it belongs. The National City Bank is plainly liable for violation of the published stipulations under which subscriptions were allotted, and it is common knowledge that the stock was allotted one share in five subscribed for, while the original list of subscriptions shows that the total allotment was less than twenty-seven millions and the full subscription less than double the amount to be allotted.

It is common knowledge that the dividends were cut to two per cent., and are at the present time, the best ever known in the copper business, only four per cent., and that they have been cut under eight per cent., so they either could not have been twelve to sixteen per cent. at the time it was stated they were, or there has been great fraud committed since. As we are dealing with the greatest national bank in the country, it will be simple for the Government and banking officials at Washington instantly to disprove my statements if they are false; otherwise they must take action, civil and criminal, against the National City Bank.



CHAPTER XXIV

THE SUBSCRIPTION OPENS

When Mr. Rogers on returning from his conference with James Stillman and William Rockefeller had given the word that the course was clear, I was conscious of the necessity of clinching the decision so that there could be no further backing and filling. I told Mr. Rogers so and suggested that we insert at once the advertisement of the City Bank and the Amalgamated Company in the New York papers, and that the following day I have arrangements concluded with my advertising agents for their publication throughout the country. The announcements appeared in New York and the following day they were spread before the public in the great papers of this country and England. Thus was Amalgamated launched.

With the appearance of these long anticipated announcements the pent-up copper excitement burst forth, and an avalanche of queries began to pour in upon us all. The interest was tremendous, and I felt certain we were to reap a greater success than I had dared dream of. The days preceding the opening of the subscription were taken up in answering a thousand questions regarding conditions, in supervising the advertising, and steering "Coppers" in the market. On the eve of the opening day Mr. Rogers said to me:

"Lawson, at last we are to know how well your work has been done. The time of talk ends to-night and after that we'll have facts to go upon. What do you place the subscription at?"

"I'll stake my prospective profits that when the books close there will be from forty to fifty millions subscribed and that when your 'Standard Oil' experts have analyzed the subscriptions they will tell you that three-quarters of all have come from the country—from my campaign—and not over a quarter from the 'Standard Oil's' following and Wall Street," I answered. "Then you and Mr. Rockefeller will admit I was right when I told you that the public will respond to open and fair treatment when it is deaf and blind to stock trickery and manipulation."

"I do hope you are right," returned Mr. Rogers, in a quiet, earnest, I-pray-it-may-really-be-so tone, "but if it is from six to ten millions we will all take off our hats to you."

This defined the expectation of the man who above all others knew most of what had been done to mature and perfect the venture. I realized that none of the parties to the enterprise anticipated an extraordinary success, and though I felt more confident than the others, I was far from cognizant of the actual feeling abroad among the people. Monday morning I got an inkling of what was coming. My office in Boston was the centre of a dense mass of people from morning until night, and round the National City Bank in New York crowds were gathered watching the throng fight its way through the doors. Inside, a long line of men and women headed for the subscription desk stood laden with checks and currency, patiently awaiting their turn, and every mail brought sacks of orders. The big banking and brokerage offices in the financial districts of Boston, Philadelphia, and New York were packed with customers asking to be shown the way to secure as much as possible of this easy money, while the wires buzzed with messages and bids from the far West and from Europe. The excitement knew no bounds. In my rooms at the Waldorf I sat beside the telephone getting rapid reports from my lieutenants. From 26 Broadway I learned of the progress of events at the bank, and was impressed with the fact that the prevailing excitement and the strain were beginning to affect even the nickel-steel equilibrium of Mr. Rogers himself. Indeed, he made no attempt to disguise his uneasiness, and told me that William Rockefeller was in much the same condition. It was the first venture of size these two strong wheelmen of "Standard Oil" had undertaken without the co-operation of John D. Rockefeller, and it appeared that he was considerably worked up over the public hubbub, and so opposed to the whole Amalgamated affair that nothing short of a great success could justify his subordinates' temerity. However one looked at the situation, it was evident that Henry H. Rogers and William Rockefeller were playing for the stake of their lives, though how great the stake was no one at that time guessed. Since then they have steadily forged ahead, both in riches and in influence, until to-day they have actually supplanted John D. Rockefeller in the kingship of finance. At that day, though his had always been the master-mind of "Standard Oil," I don't believe Mr. Rogers was worth, all told, over twelve to fifteen millions, while to-day he is probably a hundred and fifty times a millionnaire.

It must be remembered that there was good cause for trepidation over this venture, for though the stock markets buzzed with "Coppers" it was all guesswork as to how far the public would go with us. The question was, What would they do now that our stock was within their reach? It was a tremendous proposition we had put forth, for remember this was before the period of the great trustifications, and ten to twenty millions figured as the limit of large flotations. Even these were of well-known properties and invariably were offered below par. To come into the open, offering at $100 a share a brand-new stock capitalized at $75,000,000, was breaking the record, and we might well wonder what was before us.

So far as man could do I had safeguarded the public and my own reputation, and believed that the assurances I had secured eliminated all opportunities of fleecing investors. Mr. Rogers and Mr. Rockefeller had each pledged me his solemn word, under no circumstances to sell to subscribers over five million dollars of the stock, and to place at my disposal the five millions cash received, to use in the open market for the purpose of protecting the stock so that it should never decline below par. That this promise should be kept was of the utmost consequence. While "Standard Oil" held the large majority of the Amalgamated stock and the public but a small minority, there was no danger of the latter being slaughtered, whereas if the public was loaded up with stock at $100 per share, it would be profitable for Rogers, Rockefeller, and Stillman to practise the method I was fast beginning to see was their favorite device for accumulating wealth—selling stock and then dropping its price and taking it away from its holders at twenty-five to fifty per cent. below what they had purchased it at. If my plan of guarding against this possibility were adhered to, I knew that there would be such a demand for the shares in the open market after the allotment that when the second section of seventy-five or one hundred millions came to be offered, it would be even more eagerly sought than the first. So with the third and other sections contemplated, until in time the whole stock would be distributed among the investors of the world, and assuming that part of our enormous profits would always be used to keep up its market price, there could be no possible decline. Thus Amalgamated, like "Standard Oil" or a Government bond, must always be worth more than par, first because there would be value to justify it, and second because its holders would have absolute confidence that the security could always be sold for as much or more than they had paid for it.

So far, I had carefully refrained from discussing with Mr. Rogers how we should go about securing our part of the subscription. I had not forgotten it. Indeed, I had it well in mind and was ready to enter upon the matter when it came up. An iron-bound contract held the Amalgamated Company and the National City Bank over the signatures of a Rogers, a Rockefeller, and a Stillman to allow the public to subscribe for $75,000,000 of stock, and the terms were that every subscription must be in the bank at noon, May 4th, and that each subscription must be accompanied by a certified check of $5 for every share applied for. As we had agreed that the public should be sold but five millions of the stock, that meant that we proposed to retain seventy millions of it ourselves, but to obtain this allotment legally, we must comply with the conditions of the advertisement exactly as outsiders had. So it was necessary that we have a bid in before noon on Thursday for our seventy millions, accompanied by a check for $3,500,000, which would secure us our quota provided the public subscription was no more than five millions. If the public subscription ran over five millions, then the bank must throw out all additional subscriptions over that amount, for the advertised contract specifically declared that all accepted subscriptions would be allowed pro rata. By my suppression of the usual condition that the Bank reserve the right to reject any part of any subscription, it was absolutely precluded from the common method of dealing with such an emergency and so could not reject parts of subscriptions. There was a way out—without practising fraud. If at noon on Thursday the public had subscribed ten or fifteen millions then the insiders must put in bids of $140,000,000 to $210,000,000, in which event the entire subscription would be divided by allotting each subscriber one share for every two or three subscribed.

I presumed then that some such method would be followed. It surprised me at the time that Mr. Rogers should have given so little attention to so vital a part of our programme, for he is in the habit of thoughtfully thumbing over just such details to avoid slip-ups, but the idea that our subscription would run into unwieldy amounts never occurred to him, and he let things go, trusting to luck and "Standard Oil's" motto "To Hell with the people anyway," to adjust the matter at the last moment. To-day Henry H. Rogers, William Rockefeller, and James Stillman would each give five millions from his private fortune if this seemingly unimportant detail had then been provided for. Its neglect is the bloody finger-print on the knife-handle of the murderer, it is the burglar's footprint in the snow. In this case it furnishes the evidence of the crime of Amalgamated.



CHAPTER XXV

DOLLAR HYDROPHOBIA

Our first fears of failure were soon succeeded by apprehensions of a different nature. By Tuesday noon it was evident that the flotation would far exceed the low expectations of Rogers and Rockefeller, and I knew that if the people's interest continued to develop at the rate the subscriptions indicated, the totals would be far ahead of my own most sanguine anticipations. Every hour the excitement intensified. The crowds on the street and in the brokers' offices; the rush of investors to the City Bank—all demonstrated a feverish condition of the public mind, a state of unrest that fills the conservative banker with dread lest something happen to precipitate a disorder and a panic. The acute sensitiveness of a body of investors to extraneous influence, however slight, is familiar to any one who has had to do with market manipulation. In a theatre or church one strenuous spirit can quell a tumult with some ringing assurance, but long before the leader of a financial movement has got word to his following, wide-spread over the country, it has taken alarm, the rout has begun, and the field is strewn with corpses. A great financial excitement, like a rocket, should soar triumphantly into the air, leaving behind it a comet-like trail of glory, climaxing in a shower of gold; diverted from its course, it runs a mad, brief, tragic career along the earth, spreading ruin and disaster in its path.

There comes a time when all great enterprises must emerge from the nursery and be exposed to the sunlight and the breezes of every day. We were crossing the ominous tract which divides the trenches of preparation from the sheltering fortress of attainment, and the hosts of failure were rallied to dispute our passage.

At this juncture any accident to our venture might affect the whole American business fabric, and no one realized the danger of the situation better than Mr. Rogers and myself. During the anxious days that were passing we canvassed the dire possibilities that the situation contained, just as children tell each other ghost stories when left alone in the darkness of the night. The great catastrophes of finance, we remembered, had all been born of the unexpected—of unforeseen contingencies—far beyond the range of human foresight. Who knew but that the hours were pregnant with some terrible potentiality—the assassination of a king or president, a Chicago or Boston fire, an epidemic of cholera, a belligerent message from the President, such as Cleveland's Venezuela ultimatum, a great bank defalcation, the suicide of an important operator, the death of an eminent capitalist—a breath of one of these world cyclones would crumble our structure into the dust and take along with it the neighboring edifices on both sides of the street. There were also the hidden possibilities of betrayal, of treachery, for we knew that scores of Wall Street's most ingenious minds were bent on unravelling and exposing the secret threads of our enterprise.

On Wednesday morning soon after ten o'clock Mr. Rogers, on his way downtown, came to the Waldorf. He was plainly excited.

"Lawson," he said, "this is something unheard of, unprecedented. The bank is being buried under subscriptions. Stillman says he is adding scores of clerks, but that he cannot possibly keep pace with the subscriptions. Mr. Rockefeller is very nervous, and I must confess to feeling a bit of 'rattle' myself. It now looks as though the total would run into fabulous figures. The Lewisohns are being swamped with orders from Europe. They alone will probably put in more than ten millions. Wall Street has lost its head entirely, and our people at 26 Broadway are coming in asking advice and doubling and trebling their subscriptions. If we don't keep our heads something bad may happen, for it looks now as though the cash the subscription is tying up would make a money-pinch. This affair must not be allowed to run away with us. What do your reports from Boston and the country show?"

"The same as yours. The people have simply gone wild. Calls come in ceaselessly to me from Wall Street men. The hotel is so full of brokers from out of town that they are placing cots in the big rooms. I went down into the office just now to talk to them and was nearly mobbed. Already they are talking of a premium of $40 to $60 per share, but if we keep to the line we have laid down, I don't think we need fear bad consequences."

We discussed other aspects of the affair, the intense interest developed in Europe, and the effect of the excitement on the price of the metal. As he started to go down to his office, Mr. Rogers said, as though by way of an after-thought:

"Lawson, if the people are so hungry, why should we not take some advantage of it?"

The suggestion, with all it implied, stunned me for a second.

"What do you mean, Mr. Rogers? Take advantage—how?"

"Would it not be well to let the subscribers have more than the amount we agreed? Why not take more of this money than five millions?"

This was out of a clear sky, for there had not been the slightest suggestion of a change of programme and I had rested in the certainty that our plan insured the safety of all who had gone in on my say-so. I choked down my excitement.

"Good God, Mr. Rogers, are you mad?" I exclaimed. "Don't let us depart a hair from what we all in our cool moments decided was best. We are in the field now. It would be sure ruin to try any new schemes at this moment."

"You are rattled yourself, Lawson. There's no need for excitement. I merely offered the suggestion. Everything is going well," he reassured me, but the picture his words conjured before my mind disturbed me all day. That he would dare do what he had suggested I did not credit, for the assurances I had were too solemn to allow me to believe such treachery could be meditated. Nevertheless I brooded over the matter, and late in the afternoon ran down to 26 Broadway, ostensibly to hear the latest news from the bank, but really to try if I could not look into Mr. Rogers' head and see if the imps I had sighted early in the day were still there.

Mr. Rogers was over with Stillman at the bank. In half an hour he came in, and the excitement he labored under was plainly evident in his face.

"Lawson," he said, "no one has ever seen anything like this before. Stillman is bewildered. He says it looks as though by to-morrow there will be a mob around the bank doors, and if between now and then anything unusual should happen, there'll be the devil to pay sure. I tell you I'm so tired out that I'm going home now to rest up."

Together we went uptown on the Elevated, and when I left him at Thirty-third Street to cross over to my hotel, somehow the dark forebodings of the morning had been lulled by his frank geniality and carried away by his enthusiastic rejoicings in the success of our enterprise. The picture of that soft spring evening hangs in my memory's gallery—the declining sun seen through a long perspective of gilded brick and brownstone facades, the heavy rumble of trains, the clamor of newsboys crying last editions, the packed cable-cars slowly threading their way amid the hurrying crowds of clerks and shop girls streaming homeward, the cabs swinging in and out of the throng, through whose windows I caught glimpses of jewels on bare shoulders, light silks, and sweeping plumes—the butterflies of fashion or folly hurrying out on their evening trysts. Broadway, with its hundreds of sights and sounds, was before me in the hour of its transformation, the street lamps breaking into incandescence, and the huge electric signs beginning to glare above the theatre entrances. By the time I reached the Waldorf, that high abode of Yankee royalty, the kinks and curlicues were so far ironed from my nerves and brain that I had little doubt of my ability to take a fall out of Fate in whatever sort of collar-and-elbow tussle she might designate. In this mood I swung into the huge hotel through the carriage entrance on Thirty-fourth Street, eager to forget myself amid the rapt concourse of dollar worshippers, preening themselves against the plush, onyx, and gildings of the Astor caravansary. I seemed to see in the mirrors, on the walls, on the buttons of the lackeys' livery, in the patterns of the rugs, inscribed on the tessellated floors and painted on the lofty ceilings, dazzling and glittering, the universal crest of the twisted S with its two upright bars.

Dollars, dollars, dollars.

Through the office I pushed, my path disputed by the hosts of Croesus in ambush for market information. Colonels and generals of the almighty-dollar army were on either flank of me, and the air was thick with the echo and the rumor of millions. At last I found myself in the high and splendid room, with its tall windows elaborately curtained with velvet, its floor space studded with small tables, where after four o'clock any afternoon, the year round, you will find the active Wall Street contingent busily discussing the day's doings and plotting good or evil for the morrow. There they all were, that eventful evening, in parties of seven or eight clustered at the little tables, and as I entered a vigorous hail caught my ear and again I found myself surrounded.