New Hand on the Throttle?

Into Albany's high-vaulted Washington Avenue Armory last week streamed 2,000 New York Central Railroad stockholders, primed for the showdown in the long and dirty fight for control of the road. Amid the popping of flashbulbs, President William White strode into the hall. After him came his archrival and pretender to the job of running the Central, Robert R. Young. Both men had come up from Manhattan on a special stockholders' train, had carefully avoided each other as they and their cohorts went about handshaking, passing out campaign buttons, and politicking for proxies.

Promptly at noon White got the meeting under way. The crowd was noisy and restless. Stockholders stood by their seats, clamoring for recognition, or wandered aimlessly around the room. White stuck to his agenda, but soon his chairman's gavel was drowned out by the hubbub. Finally, he got through the nomination of the two opposing slates for the 15-man board of directors. He announced that the voting would include two resolutions sponsored by Mrs. Wilma Soss, the vocal president of the Federation of Women Shareholders and the holder of ten shares (plus about 1,000 proxies). Then, without waiting for discussion, White declared that the polls were open.

Soss for the Gander. Up jumped Mrs. Soss to protest. No ballots should be cast, said she, until there had been full discussion of her proposals (for cumulative voting and a change in the annual-meeting date). After White explained that the polls would be open all afternoon and anyone whose mind was not made up could vote after the discussion, Mrs. Soss shouted: "You're railroading the vote . . . Maybe we'll have to have Mr. Young as chairman." Excitedly, she marched up to the platform, waggled a finger in the faces of Central executives and charged: "This meeting is illegal." At a nod from White, two railroad policemen jumped over and escorted her back to her seat.

By this time the hall was in an uproar, and White pounded in vain to bring back order. Not till 2,000 box lunches of cold fried chicken were brought in and handed out to stockholders did the meeting quiet down. Looking worn and lonely, White stayed on the platform to eat.

"Let Us Take Over." Young, meanwhile, carefully marked and folded his ballot (representing his holdings and proxies turned in to him) and turned it over to the voting tellers at the front of the hall. Another 800,000 shares were voted for Young by Don Carter, representing Texas Oilmen Clint Murchison and Sid Richardson. Shortly after, Young announced to the meeting: "You have won today . . . We have made history . . . The Young-Kirby-Alleghany group has cast a ballot representing a majority of all the outstanding stock . . . On the basis of an 85% to 90% vote, we will have a majority of 700,000 to 1,000,000 shares."

Said White to reporters: "Young's victory statement is just some more pure bunk." But Young, unabashed and impatient, pressed on: "If these gentlemen had any consideration for the New York Central, they would concede our victory now and let us take over the railroad."

Professors in Charge. At week's end the final answer lay in six steel file cases holding the Central proxies and four safes (made by .Oilman Murchison's Diebold, Inc.) holding Young's. All the proxies, representing an estimated 5,600,000 shares (almost 90% of the 6,447,410 outstanding), were kept under 24-hr, guard by railroad police in Albany's Ten Eyck Hotel. There, three law professors named by the Central management* were in charge of counting votes and ruling on challenges. Working with them behind locked doors were more than a score of accountants, lawyers and official watchers from both sides.

As the tallying dragged on into this week, Young appeared supremely confident, was already talking about his new president for the Central, hinted that it might be the man he had dinner with the night before the meeting: A. E. Perlman, executive vice president of the Denver & Rio Grande Western Railroad.

Short of a sweeping victory by Young, the Central's executives still planned to fight Young's vote, notably the Texans' 800,000 shares, in court. And, publicly at least, they were just as confident as Robert Young. But privately, many of them conceded that Young had probably won.

* John Hanna of Columbia University, Robert W. Miller of Syracuse University, and William Covington Hardee of the Harvard Law School.

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