Chapter XL: Appendix (4)

The valuation of the stock of the Standard Oil Company at the
present time is $150,000,000, or nearly five times as great as the
entire Oil Region country valuation. The profits of the Standard Oil
Company for the year 1886 were over $26,000,000.

Strangers may ask, Why is there no competition in pipage and storage
of oil if the profits are so great? We answer, that with rebates,
drawbacks, discrimination, and conspiracies the Standard Oil Company
has been able to freeze out and suppress nearly every attempt at
competition.

Does not the foregoing array of figures, showing as it does the
terrible shrinkage which the property of the oil producers has
sustained, amounting to nearly twenty-five per cent. in one year,
demand such relief in pipage, storage, and shrinkage, as is
contemplated by the Billingsley Bill, now before the Senate of
Pennsylvania?

NUMBER 50 (See page 2121)
THE BILLINGSLEY BILL

[Legislature of Pennsylvania. File of the House of Representatives.
Number 104, session of 1887.]

An act to punish corporations, companies, firms, associations and
persons and each of them engaged in business of transporting by
pipe-lines or lines or storing petroleum in tank or tanks, under
certain restrictions and penalties from charging in excess of
certain fixed rates for receiving, transporting, storing, and
delivering petroleum, and to regulate deductions for losses caused
to petroleum in pipe-lines and storage tanks by lightning, fire,
storm, or other unavoidable causes.

SEC. 1. Be it enacted by the Senate and House of Representatives of
the Commonwealth of Pennsylvania in general assembly met, and it is
hereby enacted by authority of the same: That no corporation,
company, firm, association, person or persons who are now, or shall
hereafter engage in the business of transporting or storing crude or
refined petroleum by means of pipe-line or pipe-lines, or storage by
tank or tanks, shall demand or receive any rate of charge in excess
of ten cents per barrel, reckoning forty-two gallons for each
barrel, for all services performed within this commonwealth in
receiving petroleum from tank or tanks or other receptacle on the
lease or farm at the place of its production and transporting and
delivering the same, or petroleum of like kind and quantity in every
essential particular in the division of such pipe-line within which
the same shall have been received at any shipping point in said
division which may be designated by the holder, owner, or purchaser
of said petroleum, whether said petroleum is held by certificate,
voucher, receipt, credit balance, accepted order or otherwise. And
such corporation, company, firm, association, person or persons, and
each of them are hereby required immediately upon this act becoming
a law to erect and establish, if not already established, and
maintain thereafter at least one shipping point within each
pipe-line division within this commonwealth of sufficient
dimensions, capacity and equipment to accommodate the entire trade
within each such pipe-line division.

SEC. 2. No such corporation, company, firm, association, person or
persons shall demand or receive from any person or persons, firms,
association, company or corporation owning or holding a credit
balance for petroleum in line or tank within this commonwealth, any
rate of charge whatever for the tankage or storage of petroleum
owned or so held by credit balance for the first thirty days from
the date of said credit balance. And no corporation, company, firm,
association, person or persons who are now engaged or shall
hereafter engage in the business of transporting or storing crude or
refined petroleum by means of pipe-line or pipe-lines, or storage
tank or tanks, shall demand or receive, from any source whatever,
for the tankage of crude or refined petroleum within this
commonwealth any rate of charge in excess of one-sixtieth of one
cent per barrel of forty-two gallons a day or fractional part
thereof so long as said petroleum shall thereafter be held and
stored in tank.

SEC. 3. Such corporation, company, firm, association, person or
persons are hereby obliged and required, and it is hereby made the
duty of such corporation, company, firm, association, person or
persons, and each of them, to hold and store in tank any and all
petroleum offered for storage or transportation, or any and all
petroleum received and transported by them or either of them for the
owner thereof; or for the person or persons holding certificate,
voucher, receipt, credit balance or accepted order thereof, for a
period of one year or for any shorter period than one year from the
time when said petroleum was first received by such corporation,
company, firm, association, person or persons for storage, if
requested so to do by the owner thereof, or by the person or persons
holding certificate, voucher, receipt, credit balance or accepted
order therefor, at and for the rate of charge of one-sixtieth of one
cent per barrel of forty-two gallons for each day, or fractional
part thereof thereafter. Except that when said petroleum is held by
credit balance, no rate of charge whatever shall be made or charged
on said credit balance for the first thirty days from the date of
said credit balance.

SEC. 4. Such corporation, company, firm, association, person or
persons shall be allowed to make a deduction from the crude
petroleum received, transported or stored, not to exceed one-half of
one per cent. of said petroleum so received, transported or stored,
on account of water, sediment, evaporation, waste, and the like. The
deduction mentioned in this section shall be made when the petroleum
is first run or transported by such corporation, company, firm,
association, person or persons, from the tank or receptacle on the
lease or farm where produced, and it is hereby declared to be
unlawful for such corporation, company, firm, association, person or
persons to make the reduction in this section provided for at any
other time or place than as above provided.

SEC. 5. Any corporation, company, firm, association, officer or
officers, agent or agents, person or persons, engaged in the
business of transporting or storing crude or refined petroleum
within this commonwealth by means of pipe-line or pipe-lines or
storage tank or tanks shall, upon application of the owner of any
well or wells, lay pipe or pipes to any well or wells on any lease
or leases in any locality where there is any oil on any farm or
farms in this commonwealth, and receive the oil therefrom and
transport the same through their pipe-line or pipe-lines and store
the same in their storage tank or tanks, in any division or in any
place in any division designated by the owner or purchaser of said
petroleum, and hold the same subject to the owner or purchaser at
the rate or charge prescribed in the preceding sections.

SEC. 6. Such corporation, company, firm, association, person or
persons shall be liable for all loss caused by lightning, fire,
storm, or other unavoidable cause to the petroleum received,
transported or stored by them, and in the event of any such loss the
same shall be charged by said corporation, company, firm,
association, person or persons, _pro rata_, upon and deducted from
all petroleum in the custody of such corporation, company, firm,
association, person or persons, at the date of such loss.

SEC. 7. Any corporation, company, firm, association, officer or
officers, agent or agents thereof, person or persons engaged in the
business of transporting or storing crude or refined petroleum
within this commonwealth by means of pipe-line or pipe-lines or
storage tank or tanks, who shall demand or receive any rate of
charge in excess of ten cents per barrel, reckoning forty-two
gallons for each barrel, for all services performed within this
commonwealth for receiving petroleum from tank or tanks or other
receptacle on the lease or farm at the place of its production and
transporting and delivering the same or petroleum of like kind and
quality in every essential particular in the division of the
pipe-line within which the same shall have been received at the
shipping points designated by the holder, owner or purchaser of said
petroleum, or who shall fail or neglect to erect and establish
immediately upon this act becoming a law—if not already
established—and maintain thereafter at least one shipping point
within each pipe-line division within this commonwealth of
sufficient dimensions and capacity and properly equip the same to
accommodate the entire trade within each such district, or who shall
demand or receive for the storage of petroleum within this
commonwealth any rate of charge in excess of one-sixtieth of one
cent a barrel of forty-two gallons a day or a fractional part
thereof so long as said petroleum shall thereafter be held and
stored in tank, or who shall demand or receive from any person or
persons, firm, association, company, or corporation owning or
holding a credit balance for petroleum in line or tank within this
commonwealth, any rate of charge whatsoever for the tankage or
storage of petroleum so owned or held by credit balance for the
first thirty days commencing from the date of said credit balance,
or who shall refuse to hold and store in tank any and all petroleum
received and transported by them or either of them for the owner
thereof, or for the person or persons holding certificate, voucher,
receipt, credit balance or accepted order therefor for the period of
one year, or for any shorter period than one year from the time when
said petroleum was first received, by such corporation, company,
firm, association, person or persons for storage if requested so to
do by the owner thereof, or by the person or persons holding
certificate, voucher, receipt, credit balance or accepted order
therefor, at and for the rate of charge of one-sixtieth of one cent
per barrel of forty-two gallons for each day or fractional part
thereof thereafter—but no rate of charge whatever shall be had or
made for the first thirty days from date of credit balance when oil
is held by credit balance—or who shall make any deduction on account
of water, sediment, evaporation, waste, or the like, in excess of
one-half of one per cent. of the petroleum received, transported,
and stored, or who shall violate any or either of the provisions or
requirements of any or either of the first sections of this act,
shall be deemed guilty of a misdemeanour, and on conviction thereof
shall be sentenced to pay a fine of not less than one thousand
dollars nor more than two thousand dollars for the first offense,
and for the second and any subsequent offenses to pay a fine of not
less than two thousand dollars nor more than five thousand dollars,
and to undergo an imprisonment of not less than sixty days and not
exceeding one year, one-half of any such fine or fines to be paid to
the prosecutor and the other one-half to be for the use of the
county in which such offence or offences shall have been committed,
and in addition to the penalties hereinbefore provided shall be
liable in any action of debt to any person or persons, firm,
company, association, or corporation thereby aggrieved for double
the amount of the damage sustained by reason of the violation of any
of the provisions of this act.

SEC. 8. No contract heretofore made or now existing for receiving,
transporting, or storing petroleum within this commonwealth shall be
in any manner impaired or affected by the provisions of this act.

SEC. 9. All acts and parts of acts inconsistent herewith are hereby
repealed.

SEC. 10. This act shall take effect immediately upon its becoming a
law.

NUMBER 51 (See page 2130)
EXTRACTS FROM TESTIMONY OF H. H. ROGERS

[Report of Special Committee on Railroads, New York Assembly, 1879.
Volume III, pages 2613–2618.]

_Q._ Was your firm’s business sold out to the Standard Oil Company?

_A._ I would like to have the question explained.

_Q._ Was there a sale or transfer made of your business to the
Standard Oil Company, by which practically the Standard Oil Company
really controlled your business?

_A._ I will answer this much of the question, by saying that the
Standard Oil Company does not practically control our business.

_Q._ Do they control the rates at which your business gets the
transportation of oil?

_A._ That I don’t know anything about; I don’t know anything about
the rates of transportation.

By the Chairman.

_Q._ Was not your firm taken in with the Standard Oil Company upon
some agreed basis or arrangement, whether you regard it as a
purchase or transfer or not?

_A._ We worked in harmony with the Standard Oil Company for a number
of years.

_Q._ Upon an agreed basis of general business?

_A._ Our interest was in common, to a certain extent.

* * * * *

_Q._ Has your firm any contract with the Standard Oil Company?

_A._ That I cannot answer.

_Q._ What member of your firm would be able to answer that?

_A._ I think Mr. Pratt would, if he were here.

_Q._ When was it that your firm began to work in harmony with the
Standard Oil Company?

_A._ I cannot say exactly how long ago; seven or eight years ago we
got up a refining association here; that was the first, and then we
got up another, and we got up another, and we have always been
trying to get into some relations with all the refiners, so that we
might make some money out of the business.

_Q._ Had you difficulty before you entered into relations with the
Standard Oil Company to make money out of the business?

_A._ The competition was always very sharp, and there was always
some one that was willing to sell goods for less than they cost, and
that made the market price for everything; we got up an association,
and took in all the refiners until some of them went back on us, and
that would break up the association; we tried that two or three
times.

_Q._ Then finally you entered the Standard Oil arrangement?

_A._ Then we made an alliance or association with some of the
refiners about here, and it was more successful.

_Q._ What are the refiners about here with whom that alliance was
made, and are they or are they not all of them covered by the
Standard Oil arrangement?

_A._ They would come in and then they would go out; there is no
refiner that I know of, with one exception, about New York but what
has been in the association.

_Q._ What are the refiners that are now in association of the
Standard Oil?

_A._ The people that are working in harmony with us comprise about,
I should think, 90 or 95 per cent. of the refiners.

_Q._ Now tell us their names, the leading ones.

_A._ Some of the leading ones? The Standard Oil Company; Charles
Pratt and Company; the Sone and Fleming Manufacturing Company;
Warden, Frew and Company of Philadelphia; the Standard Oil Company
of Pittsburg; the Acme Oil Refining Company of Titusville; the
Imperial Refining Company of Oil City; the Baltimore United Oil
Company of Baltimore.

* * * * *

_Q._ You said that substantially 95 per cent. of the refiners were
in the Standard arrangement?

_A._ I said 90 to 95 per cent. I thought were in harmony.

_Q._ When you speak of their being in harmony with the Standard,
what do you mean by that?

_A._ I mean just what harmony implies.

_Q._ Do you mean that they have an arrangement with the Standard?

_A._ If I am in harmony with my wife, I presume I am at peace with
her, and am working with her.

_Q._ You are married to her, and you have a contract with her?

_A._ Yes, sir.

_Q._ Is that what you mean?

_A._ Well, some people live in harmony without being married.

_Q._ Without having a contract?

_A._ Yes; I have heard so.

_Q._ Now, which do you mean? Do you mean the people who are in the
Standard arrangement, and are in harmony with it, are married to the
Standard or in a state of freedom—celibacy?

_A._ Not necessarily, so long as they are happy.

_Q._ Is it the harmony that arises from a marriage contract?

_A._ Not necessarily, so long as they are happy.

_Q._ When you speak of their harmony, is it a relation of contract?

_A._ I mean by harmony that if you and I agree to go on Wall Street
and buy a hundred shares of Erie at 33, and we agree to sell it out
together at 40, that is harmony. I mean just the same that way—if I
go into the Standard Oil office and conclude to buy some oil of them
and agree on a fair price to sell it out at, that is harmony.

_Q._ Is that the harmony that you mean—that you gentlemen have
agreed between each other the rate at which you will buy and the
rate at which you will sell?

_A._ Well, not going too far into detail, I would say that the
relations are very pleasant.

_Q._ But we want the detail; we want precisely what that harmony is,
what it consists of, and what produces it.

_A._ Well, is it a railroad abuse, or is it an abuse to be in
harmony with people?

_Q._ No; it is not abuse to be in harmony; there are some kinds of
harmony that the law considers conspiracy.

_A._ Well, I have heard so.

By the Chairman.

_Q._ What we want to know is this: This Standard Oil Company in
itself is, as we understand it, a large organisation, not very
extensive, but is made so by contracts with various other
organisations, that are not a part of it, by their written contract
or verbal contract or understanding, or whatever you term it; we
want to know whether that is not the fact, and if that is not what
you refer to when you speak about working in harmony.

_A._ Mr. Chairman, I want to give you all the information that is
necessary in this matter for your purposes, but it is a question in
my mind whether it is a proper thing for me, even if there is no
harm done by it, to divulge my business secrets.

_Q._ We do not ask you for your secrets; we simply ask you the
general nature of this organisation.

_A._ I have explained it, I think, to you quite as fully as I can.

NUMBER 52 (See page 2136)
THE TRUST AGREEMENT OF 1882

[Proceedings in Relation to Trusts, House of Representatives, 1888.
Report Number 3,112, pages 307–313.]

This agreement, made and entered upon this second day of January,
A.D. 1882, by and between all the persons who shall now or may
hereafter execute the same as parties thereto:

_Witnesseth_: I. It is intended that the parties to this agreement
shall embrace three classes, to wit:

1st. All the stockholders and members of the following corporations
and limited partnerships, to wit:

Acme Oil Company, New York; Acme Oil Company, Pennsylvania; Atlantic
Refining Company of Philadelphia; Bush and Company (limited); Camden
Consolidated Oil Company; Elizabethport Acid Works; Imperial
Refining Company (limited); Charles Pratt and Company; Paine, Abbett
and Company; Standard Oil Company, Ohio; Standard Oil Company,
Pittsburg; Smith’s Ferry Oil Transportation Company; Solar Oil
Company (limited); Sone and Fleming Manufacturing Company (limited).

Also, all the stockholders and members of such other corporations
and limited partnerships as may hereafter join in this agreement, at
the request of the trustees herein provided for.

2d. The following individuals, to wit:

W. C. Andrews, John D. Archbold, Lide K. Arter, J. A. Bostwick,
Benjamin Brewster, D. Bushnell, Thomas C. Bushnell, J. N. Camden,
Henry L. Davis, H. M. Flagler, Mrs. H. M. Flagler, John Huntington,
H. A. Hutchins, Charles F. G. Heye, A. B. Jennings, Charles
Lockhart, A. M. McGregor, William H. Macy, William H. Macy, Jr.,
estate of Josiah Macy, William H. Macy, Jr., executor, O. H. Payne,
A. J. Pouch, John D. Rockefeller, William Rockefeller, Henry H.
Rogers, W. P. Thompson, J. J. Vandergrift, William T. Wardwell, W.
G. Warden, Joseph L. Warden, Warden, Frew and Company, Louise C.
Wheaton, H. M. Hanna and George W. Chapin, D. M. Harkness, D. M.
Harkness, trustee, S. V. Harkness, O. H. Payne, trustee; Charles
Pratt, Horace A. Pratt, C. M. Pratt, Julia H. York, George H. Vilas,
M. R. Keith, trustees, George F. Chester.

Also, all such individuals as may hereafter join in the agreement at
the request of the trustees herein provided for.

3d. A portion of the stockholders and members of the following
corporations and limited partnerships, to wit:

American Lubricating Oil Company; Baltimore United Oil Company;
Beacon Oil Company; Bush and Denslow Manufacturing Company; Central
Refining Company of Pittsburg; Cheesborough Manufacturing Company;
Chess, Carley Company; Consolidated Tank Line Company; Inland Oil
Company; Keystone Refining Company; Maverick Oil Company; National
Transit Company; Portland Kerosene Oil Company; Producers’
Consolidated Land and Petroleum Company; Signal Oil Works (limited);
Thompson and Bedford Company (limited); Devoe Manufacturing Company;
Eclipse Lubricating Oil Company (limited); Empire Refining Company
(limited); Franklin Pipe Company (limited); Galena Oil Works
(limited); Galena Farm Oil Company (limited); Germania Mining
Company; Vacuum Oil Company; H. C. Van Tine and Company (limited);
Waters-Pierce Oil Company.

Also, stockholders and members (not being all thereof) of other
corporations and limited partnerships who may hereafter join in this
agreement at the request of the trustees herein provided for.

II. The parties hereto do covenant and agree to and with each other,
each in consideration of the mutual covenants and agreements of the
others, as follows:

1st. As soon as practicable a corporation shall be formed in each of
the following states, under the laws thereof, to wit, Ohio, New
York, Pennsylvania, New Jersey; provided, however, that instead of
organising a new corporation any existing charter and organisation
may be used for the purpose when it can advantageously be done.

2d. The purposes and powers of said corporations shall be to mine
for, produce, manufacture, refine, and deal in petroleum and all its
products, and all the materials used in such businesses, and
transact other business collateral thereto. But other purposes and
powers shall be embraced in the several charters such as shall seem
expedient to the parties procuring the charter, or, if necessary to
comply with the law, the powers aforesaid may be restricted and
reduced.

3d. At any time hereafter, when it may seem advisable to the
trustees herein provided for, similar corporations may be formed in
other states and territories.

4th. Each of said corporations shall be known as the Standard Oil
Company of (and here shall follow the name of the state or territory
by virtue of the laws of which said corporation is organised).

5th. The capital stock of each of said corporations shall be fixed
at such an amount as may seem necessary and advisable to the parties
organising the same, in view of the purpose to be accomplished.

6th. The shares of stock of each of said corporations shall be
issued only for money, property, or assets equal at a fair valuation
to the par value of the stock delivered therefor.

7th. All of the property, real and personal, assets and business of
each and all of the corporations and limited partnerships mentioned
or embraced in class first, shall be transferred to and vested in
the said several Standard Oil companies. All of the property,
assets, and business in or of each particular state shall be
transferred to and vested in the Standard Oil Company of that
particular state, and in order to accomplish such purpose the
directors and managers of each and all of the several corporations
and limited partnerships mentioned in class first are hereby
authorised and directed by the stockholders and members thereof (all
of them being parties to this agreement) to sell, assign, transfer,
convey, and make over, for the consideration hereinafter mentioned,
to the Standard Oil Company or companies of the proper state or
states, as soon as said corporations are organised and ready to
receive the same, all the property, real and personal, assets and
business of said corporations and limited partnerships. Correct
schedules of such property, assets, and business shall accompany
each transfer.

8th. The individuals embraced in class second of this agreement do,
each for himself, agree for the consideration hereinafter mentioned
to sell, assign, transfer, convey, and set over all the property,
real and personal, assets and business mentioned and embraced in
schedules accompanying such sale, and transfer to the Standard Oil
Company or companies of the proper state or states, as soon as the
said corporations are organised and ready to receive the same.

9th. The parties embraced in class third of this agreement do
covenant and agree to assign and transfer all of the stock held by
them in the corporations or limited partnerships herein named, to
the trustees herein provided for, for the consideration and upon the
terms hereinafter set forth. It is understood and agreed that the
said trustees and their successors may hereafter take the assignment
of stocks in the same or similar companies upon the terms herein
provided, and that whenever and as often as all the stocks of any
corporations or limited partnerships are vested in said trustees,
the proper steps may then be taken to have all the moneys, property,
real and personal, of such corporation or partnership assigned or
conveyed to the Standard Oil Company, of the proper state, on the
terms and in the mode herein set forth, in which event the trustees
shall receive stocks of the Standard Oil companies, equal to the
value of the money, property, and business assigned, to be held in
place of the stocks of the company or companies assigning such
property.

10th. The consideration for the transfer and conveyance of the
money, property, and business aforesaid to each or any of the
Standard Oil companies shall be stock of the respective Standard Oil
Company to which said transfer or conveyance is made, equal at par
value to the appraised value of the money, property, and business so
transferred. Said stock shall be delivered to the trustees
hereinafter provided for, and their successors, and no stock of any
of said companies shall ever be issued except for money, property,
or business, equal, at least, to the par value of the stock so
issued, nor shall any stock be issued by any of said companies for
any purpose, except to the trustees herein provided for, to be held
subject to the trusts hereinafter specified. It is understood,
however, that this provision is not intended to restrict the
purchase, sale, and exchange of property by said Standard Oil
companies as fully as they may be authorised to do by their
respective charters; provided only that no stock be issued therefor
except to said trustees.

11th. The consideration for any stocks delivered to said trustees,
as above provided for, as well as for stocks delivered to said
trustees by persons mentioned or included in class third of this
agreement, shall be the delivery by said trustees, to the persons
entitled thereto, of trust certificates hereinafter provided for,
equal at par value to the par value of the stocks of the said
several Standard Oil companies so received by said trustees and
equal to the appraised value of the stocks of other companies or
partnerships delivered to said trustees.

The said appraised value shall be determined in a manner agreed upon
by the parties in interest and said trustees.

It is understood and agreed, however, that the said trustees may,
with any trust funds in their hands, in addition to the mode above
provided, purchase the bonds and stocks of other companies engaged
in business similar or collateral to the business of said Standard
Oil companies on such terms and in such mode as they may deem
advisable, and shall hold the same for the benefit of the owners of
said trust certificates, and may sell, assign, transfer, and pledge
such bonds and stocks whenever they may deem it advantageous to said
trust so to do.

III. The trusts upon which said stock shall be held, and the number,
powers, and duties of said trustees shall be as follows:

1st. The number of trustees shall be nine.

2d. J. D. Rockefeller, O. H. Payne and William Rockefeller are
hereby appointed trustees, to hold their office until the first
Wednesday of April, A.D. 1885.

3d. J. A. Bostwick, H. M. Flagler and W. G. Warden are hereby
appointed trustees, to hold their office until the first Wednesday
of April, A.D. 1884.

4th. Charles Pratt, Benjamin Brewster and John Archbold are hereby
appointed trustees, to hold their office until the first Wednesday
of April, A.D. 1883.

5th. Elections for trustees to succeed those herein appointed shall
be held annually, at which election a sufficient number of trustees
shall be elected to fill all vacancies occurring either from
expiration of the term of the office of trustee or from any other
cause. All trustees shall be elected to hold their office for three
years, except those elected to fill a vacancy arising from any cause
except expiration of term, who shall be elected for the balance of
the term of the trustee whose place they are elected to fill. Every
trustee shall hold his office until his successor is elected.

6th. Trustees shall be elected by ballot by the owners of trust
certificates or their proxies. At all meetings the owners of trust
certificates, who may be registered as such on the books of the
trustees, may vote in person or by proxy, and shall have one vote
for each and every share of trust certificates standing in their
names, but no such owner shall be entitled to vote upon any share
which has not stood in his name thirty days prior to the day
appointed for the election. The transfer books may be closed for
thirty days immediately preceding the annual election. A majority of
the shares represented at such election shall elect.

7th. The annual meeting of the owners of said trust certificates for
the election of trustees, and for other business, shall be held at
the office of the trustees in the City of New York, on the first
Wednesday of April of each year, unless the place of meeting be
changed by the trustees, and said meeting may be adjourned from day
to day until its business is completed. Special meetings of the
owners of said trust certificates may be called by a majority of the
trustees, at such times and places as they may appoint. It shall
also be the duty of the trustees to call a special meeting of
holders of trust certificates whenever requested to do so by a
petition signed by the holders of ten per cent. in value of such
certificates. The business of such special meetings shall be
confined to the object specified in the notice given therefor.
Notice of the time and place of all meetings of the owners of trust
certificates shall be given by personal notice so far as possible,
and by public notice in one of the principal newspapers of each
state in which a Standard Oil Company exists, at least ten days
before such meeting. At any meeting, a majority in value of the
holders of trust certificates represented consenting thereto,
by-laws may be made, amended, and repealed relative to the mode of
the election of trustees, and other business of the holders of trust
certificates; provided, however, that said by-laws shall be in
conformity with this agreement. By-laws may also be made, amended,
and repealed at any meeting, by and with the consent of a majority
in value of the holders of trust certificates, which alter this
agreement relative to the number, powers, and duties of the
trustees, and to other matters tending to the more efficient
accomplishment of the objects for which the trust is created;
provided only, that the essential intents and purposes of this
agreement be not thereby changed.

8th. Whenever a vacancy occurs in the board of trustees, more than
sixty days prior to the annual meeting for the election of trustees,
it shall be the duty of the remaining trustees to call a meeting of
the owners of Standard Oil Trust certificates for the purpose of
electing a trustee or trustees to fill the vacancy or vacancies. If
any vacancy occurs in the board of trustees, from any cause, within
sixty days of the date of the annual meeting for the election of
trustees, the vacancy may be filled by a majority of the remaining
trustees, or, at their option, may remain vacant until the annual
election.

9th. If for any reason at any time a trustee or trustees shall be
appointed by any court to fill any vacancy or vacancies in said
board of trustees, the trustee or trustees so appointed shall hold
his or their respective office or offices only until a successor or
successors shall be elected in the manner above provided for.

10th. Whenever any change shall occur in the board of trustees, the
legal title to the stock and other property held in trust shall pass
to and vest in the successors of said trustees without any formal
transfer thereof. But if at any such time formal transfer shall be
deemed necessary or advisable, it shall be the duty of the board of
trustees to obtain the same, and it shall be the duty of any
retiring trustee, or the administrator or executor of any deceased
trustee, to make said transfer.

11th. The trustees shall prepare certificates which shall show the
interest of each beneficiary in said trust and deliver them to the
persons properly entitled thereto. They shall be divided into shares
of the par value of $100 each, and shall be known as the Standard
Oil Trust certificates, and shall be issued subject to all the terms
and conditions of this agreement. The trustees shall have power to
agree upon and direct the form and contents of said certificates and
the mode in which they shall be signed, attested, and transferred.
The certificates shall contain an express stipulation that the
holders thereof shall be bound by the terms of this agreement and by
the by-laws herein provided for.

12th. No certificates shall be issued except for stocks and bonds
held in trust as herein provided for, and the par value of
certificates issued by said trustees shall be equal to the par value
of the stocks of said Standard Oil Company and the appraised value
of other bonds and stocks held in trust. The various bonds, stocks,
and moneys held under said trust shall be held for all parties in
interest jointly, and the trust certificates so issued shall be the
evidence of the interest held by the several parties in this trust.
No duplicate certificates shall be issued by the trustees, except
upon surrender of the original certificate or certificates for
cancellation, or upon satisfactory proof of the loss thereof, and in
the latter case they shall require a sufficient bond of indemnity.

13th. The stocks of the various Standard Oil companies, held in
trust by said trustees, shall not be sold, assigned, or transferred
by said trustees, or by the beneficiaries, or by both combined, so
long as this trust endures. The stocks and bonds of other
corporations held by said trustees may be by them exchanged or sold
and the proceeds thereof distributed _pro rata_ to the holders of
trust certificates, or said proceeds may be held and reinvested by
said trustees for the purposes and uses of the trust; provided,
however, that said trustees may, from time to time, assign such
shares of stock of said Standard Oil Company as may be necessary to
qualify any person or persons chosen or to be chosen as directors
and officers of any of said Standard Oil companies.

14th. It shall be the duty of said trustees to receive and safely to
keep all interest and dividends declared and paid upon any of the
said bonds, stocks, and moneys held by them in trust, and to
distribute all moneys received from such sources or from sales of
trust property or otherwise by declaring and paying dividends upon
the Standard Trust certificates as funds accumulate which in their
judgment are not needed for the use and expenses of said trust. The
trustees shall, however, keep separate accounts of receipts from
interest and dividends, and of receipts from sales or transfers of
trust property, and in making any distribution of trust funds, in
which moneys derived from sales or transfers shall be included,
shall render the holders of trust certificates a statement showing
what amount of the fund distributed has been derived from such sales
or transfers. The said trustees may be also authorised and empowered
by a vote of a majority in value of holders of trust certificates,
whenever stocks or bonds have accumulated in their hands from moneys
purchases thereof, or the stocks or bonds held by them have
increased in value, or stock dividends shall have been declared by
any of the companies whose stocks are held by said trustees, or
whenever, from any such cause, it is deemed advisable so to do, to
increase the amount of trust certificates to the extent of such
increase or accumulation of values and to divide the same among the
persons then owning trust certificates _pro rata_.

15th. It shall be the duty of said trustees to exercise general
supervision over the affairs of said several Standard Oil companies,
and, as far as practicable, over the other companies or
partnerships, any portion of whose stock is held in said trust. It
shall be their duty, as stockholders of said companies, to elect as
directors and officers thereof faithful and competent men. They may
elect themselves to such positions when they see fit so to do, and
shall endeavour to have the affairs of all of said companies managed
and directed in the manner they may deem most conducive to the best
interests of the holders of said trust certificates.

16th. All the powers of the trustees may be exercised by a majority
of their number. They may appoint from their own number an executive
and other committees. A majority of each committee shall exercise
all the powers which the trustees may confer upon such committee.

17th. The trustees may employ and pay all such agents and attorneys
as they deem necessary in the management of said trust.

18th. Each trustee shall be entitled to a salary for his services
not exceeding $25,000 per annum, except the president of the board,
who may be voted a salary not exceeding $30,000 per annum, which
salaries shall be fixed by said board of trustees. All salaries and
expenses connected with or growing out of the trust shall be paid by
the trustees from the trust fund.

19th. The board of trustees shall have its principal office in the
City of New York, unless changed by a vote of the trustees, at which
office, or in some place of safe deposit in said city, the bonds and
stocks shall be kept. The trustees shall have power to adopt rules
and regulations pertaining to the meetings of the board, the
election of officers, and the management of the trust.

20th. The trustees shall render at each annual meeting a statement
of the affairs of the trust. If a termination of the trust be agreed
upon, as hereinafter provided, or within a reasonable time prior to
its termination by a lapse of time, the trustees shall furnish to
the holders of trust certificates a true and perfect inventory and
appraisement of all stocks and other property held in trust, and a
statement of the financial affairs of the various companies whose
stocks are held in trust.

21st. This trust shall continue during the lives of the survivors
and survivor of the trustees in this agreement named, and for
twenty-one years thereafter: provided, however, that if, at anytime
after the expiration of ten years, two-thirds of all the holders in
value, or if, after the expiration of one year, ninety per cent. of
all the holders in value of trust certificates, shall, at a meeting
of holders of trust certificates called for that purpose, vote to
terminate this trust at some time to be by them then and there
fixed, the said trust shall terminate at the date so fixed. If the
holders of trust certificates shall vote to terminate the trust as
aforesaid, they may, at the same meeting, or at a subsequent meeting
called for that purpose, decide by a vote of two-thirds in value of
their number the mode in which the affairs of the trust shall be
wound up, and whether the trust property shall be distributed, or
whether it shall be sold and the values thereof distributed; or
whether part, and, if so, what part, shall be divided and what part
shall be sold, and whether such sales shall be public or private.

The trustees, who shall continue to hold their offices for that
purpose, shall make the distribution in the mode directed; or, if no
mode be agreed upon by two-thirds in value, as aforesaid, the
trustees shall make distribution of the trust property according to
law. But said distribution, however made, and whether it be of
property or values, or of both, shall be just and equitable, and
such as to insure to each owner of a trust certificate his due
proportion of the trust property, or the value thereof.

22d. If the trust shall be terminated by expiration of the time for
which it is created, the distribution of the trust property shall be
directed and made in the mode above provided.

23d. This agreement, together with the registry of certificates,
books of accounts, and other books and papers connected with the
business of said trust, shall be safely kept at the principal office
of said trustees.

BENJ. BREWSTER; JNO. D. ARCHBOLD; J. A. BOSTWICK; CHAS. PRATT;
HENRY H. ROGERS; H. A. PRATT; C. M. PRATT; D. M. HARKNESS,
_Trustee_, by H. M. FLAGLER, _Attorney_; THOMAS C. BUSHNELL; W.
C. ANDREWS; CHAS. F. G. HEYE; WILLIAM T. WARDWELL; WM. H. MACY;
Estate of JOSIAH MACY, JR., WM. H. MACY, JR., _Executor_; WM. H.
MACY, JR.; A. M. MCGREGOR; J. N. CAMDEN, by H. M. FLAGLER,
_Attorney_; O. H. PAYNE, by H. M. FLAGLER, _Attorney_; GEO. F.
CHESTER, _Trustee_; GEO. H. VILAS, _Trustee_; W. G. WARDEN; H.
M. FLAGLER; JOHN D. ROCKEFELLER; WM. ROCKEFELLER; J. J.
VANDERGRIFT; Mrs. H. M. FLAGLER, by H. M. FLAGLER; A. J. POUCH;
O. B. JENNINGS; D. M. HARKNESS, by H. M. FLAGLER, _Attorney_; W.
P. THOMPSON, by H. M. FLAGLER, _Attorney_; S. V. HARKNESS, by H.
M. FLAGLER, _Attorney_; JOHN HUNTINGTON, by H. M. FLAGLER,
_Attorney_; LIDE K. ARTER, by H. M. FLAGLER, _Attorney_; H. M.
HANNA and GEO. W. CHAPIN, by H. M. FLAGLER, _Attorney_; LOUISE
C. WHEATON, by H. M. FLAGLER, _Attorney_; O. H. PAYNE,
_Trustee_, by H. M. FLAGLER, _Attorney_; CHAS. LOCKHART; JOS. L.
WARDEN, by HENRY L. DAVIS, _Attorney_; JULIA H. YORK, by H. M.
FLAGLER, _Attorney_; H. A. HUTCHINS, by H. M. FLAGLER,
_Attorney_; M. R. KEITH, _Trustee_; D. BUSHNELL; WARDEN, FREW
and COMPANY; HENRY L. DAVIS.

_Whereas_, in and by an agreement dated January 2, 1882, and known
as the Standard Trust agreement, the parties thereto did mutually
covenant and agree _inter alia_ as follows, to wit: That
corporations to be known as Standard Oil companies of various states
should be formed, and that all of the property, real and personal,
assets, and business of each and all of the corporations and limited
partnerships mentioned or embraced in class first of said agreement
should be transferred to and vested in the said several Standard Oil
companies; that all of the property, assets, and business in or of
each particular state should be transferred to and vested in the
Standard Oil company of that particular state, and the directors and
managers of each and all of the several corporations and
associations mentioned in class first were authorised and directed
to sell, assign, transfer, and convey, and make over to the Standard
Oil Company or companies of the proper state or states, as soon as
said corporations were organised and ready to receive the same, all
the property, real and personal, assets, and business of said
corporations or associations; and

_Whereas_, it is not deemed expedient that all of the companies and
associations mentioned should transfer their property to the said
Standard Oil companies at the present time, and in case of some
companies and associations it may never be deemed expedient that the
said transfers should be made and said companies and associations go
out of existence; and

_Whereas_, it is deemed advisable that a discretionary power should
be vested in the trustees as to when such transfer or transfers
should take place, if at all. Now, it is hereby mutually agreed
between the parties to the said trust agreement, and as
supplementary thereto, that the trustees named in the said agreement
and their successors shall have the power and authority to decide
what companies shall convey their said property as in said agreement
contemplated, and when the said sales and transfers shall take
place, if at all; and until said trustees shall so decide, each of
said companies shall remain in existence and retain its property and
business, and the trustees shall hold the stocks thereof in trust as
in said agreement provided. In the exercise of said discretion, the
trustees shall act by a majority of their number as provided in said
trust agreement. All portions of said trust agreement relating to
this subject shall be considered so changed as to be in harmony with
this supplemental agreement.

_In Witness Whereof_, the said parties have subscribed this
agreement, this fourth day of January, 1882.

BENJAMIN BREWSTER; JOHN D. ARCHBOLD; J. A. BOSTWICK; CHARLES
PRATT; HENRY H. ROGERS; H. A. PRATT; C. M. PRATT; D. M.
HARKNESS, _Trustee_; D. M. HARKNESS; T. C. BUSHNELL; W. C.
ANDREWS; CHARLES F. G. HEYE; WILLIAM T. WARDWELL; WILLIAM H.
MACY; Estate of JOSIAH MACY, JR., WILLIAM H. MACY, JR.,
_Executor_; WILLIAM H. MACY, JR.; A. M. MCGREGOR; J. N. CAMDEN;
JULIA H. YORK, by B. H. Y.; O. H. PAYNE; GEORGE F. CHESTER,
_Trustee_; M. R. KEITH, _Trustee_; H. M. FLAGLER; JOHN D.
ROCKEFELLER; WILLIAM ROCKEFELLER; J. J. VANDERGRIFT; Mrs. H. M.
FLAGLER, by H. M. FLAGLER; A. J. POUCH; O. B. JENNINGS; W. O.
THOMPSON; S. V. HARKNESS; JOHN HUNTINGTON; LIDE K. ARTER; H. M.
HANNA; GEORGE W. CHAPIN, H. M. HANNA, _Attorney in Fact_; LOUISE
C. WHEATON, by H. M. FLAGLER; O. H. PAYNE, _Trustee_; CHARLES
LOCKHART; JOSEPH L. WARDEN; HENRY L. DAVIS; W. G. WARDEN;
WARDEN, FREW and COMPANY; D. BUSHNELL; H. A. HUTCHINS; GEORGE H.
VILAS, _Trustee_.

NUMBER 53 (See page 2153)
LIST OF CONSTITUENT COMPANIES OF THE STANDARD OIL TRUST, WITH ASSETS AND
CAPITALISATION IN 1892

[From History of Standard Oil Case in the Supreme Court of Ohio,
1897–1898. Part I, page 112.]

ASSETS CAPITALISATION Anglo-American Oil Co., Limited $6,913,639.49 $5,000,000 Atlantic Refining Co. 8,631,376.67 5,000,000 Buckeye Pipe Line Co. 7,941,038.15 10,000,000 Eureka Pipe Line Co. 1,547,055.16 5,000,000 Forest Oil Co. 3,528,813.11 5,500,000 Indiana Pipe Line Co. 2,014,053.91 1,000,000 National Transit Co. 25,796,712.97 25,455,200 New York Transit Co. 4,999,300.00 5,000,000 Northern Pipe Line Co. 707,067.00 1,000,000 Northwestern Ohio Natural Gas Co. 1,396,760.00 3,278,500 Ohio Oil Co. 8,260,378.04 2,000,000 Solar Refining Co. 711,793.87 500,000 Southern Pipe Line Co. 3,279,018.28 5,000,000 South Penn. Oil Co. 3,021,654.87 2,500,000 Standard Oil Co., Indiana 1,038,518.61 1,000,000 Standard Oil Co., Kentucky 3,604,800.78 1,000,000 Standard Oil Co., New Jersey 14,983,943.30 10,000,000 Standard Oil Co., New York 16,772,186.29 7,000,000 Standard Oil Co., Ohio 3,426,014.72 3,500,000 Union Tank Line Co. 3,057,187.41 3,500,000 ——————————————— $121,631,312.63 Capitalisation twenty corporations 102,233,700.00 ——————————————— Excess of assets over capitalisation $19,397,612.63

NUMBER 54 (See page 2154)
FORMS OF MR. ROCKEFELLER’S CERTIFICATE OF HOLDINGS IN THE STANDARD OIL
TRUST, WITH ASSIGNMENT OF LEGAL TITLE WHICH TOOK ITS PLACE IN 1892

[From History of Standard Oil Case in the Supreme Court of Ohio,
1897–1898. Part II, pages 53–56.]

KNOW ALL MEN BY THESE PRESENTS

That we, John D. Rockefeller, Henry M. Flagler, William Rockefeller,
John D. Archbold, Benjamin Brewster, Henry H. Rogers, Wesley H.
Tilford, and O. B. Jennings, Trustees, for winding up the Standard
Oil Trust, by W. H. Tilford, our Attorney in Fact, and John D.
Rockefeller, of ...., do hereby constitute and appoint John
Bensinger, of New York City, our true and lawful attorney for the
purposes following, to wit:

_Whereas_, John D. Rockefeller has placed in the hands of said
attorney assignment Number A 365 for 256,854/972,500 of the amount
of corporate shares held by said trustees on the first day of July,
1892, in each of the companies whose stocks were so held.

Now the said attorney is hereby authorised to secure from each of
said companies transfer upon their corporate books of said stock and
stock certificates for whole shares, and scrip for fractional shares
thereof, and when the said certificates and scrip are received from
all the companies referred to, the said attorney shall deliver the
same to John D. Rockefeller, and the said assignment Number A 365
shall at the same time be delivered to the said trustees.

And the said attorney hereby agrees to obtain the said certificates
and scrip and to deliver the same and the said assignment as above
specified.

(Signed in print) JOHN D. ROCKEFELLER,
HENRY M. FLAGLER,
WILLIAM ROCKEFELLER,
JOHN D. ARCHBOLD,
BENJAMIN BREWSTER,
HENRY H. ROGERS,
O. B. JENNINGS,
WESLEY H. TILFORD.

(Signed in ink) W. H. TILFORD, _Attorney in Fact_,
JOHN D. ROCKEFELLER, _per_ GEO. D. ROGERS,
JOHN BENSINGER.

Received from John Bensinger, Attorney aforesaid, stock certificates
and scrip as follows, being in full satisfaction of Assignment
Certificate No. A 365 aforesaid:

NAMES OF COMPANIES SHARES SCRIP
Anglo-American Oil Co., Limited 6867 465–9725
The Atlantic Refining Co. 13205 8375–9725
The Buckeye Pipe Line Co. 52823 4325–9725
The Eureka Pipe Line Co. 13205 8375–9725
Forest Oil Co. 14526 4350–9725
Indiana Pipe Line Co. 5282 3350–9725
National Transit Co. 134463 131316–9725
New York Transit Co. 13205 8375–9725
Northern Pipe Line Co. 2641 1675–9725
Northwestern Ohio Natural Gas Co. 8659 80890–9725
The Ohio Oil Co. 21129 3675–9725
The Solar Refining Co. 1320 5700–9725
Southern Pipe Line Co. 13205 8375–9725
South Penn. Oil Co. 6602 9056–9725
Standard Oil Co., Indiana 2641 1675–9725
Standard Oil Co., Kentucky 2641 1675–9725
Standard Oil Co., New Jersey 26411 7025–9725
Standard Oil Co., New York 18488 2000–9725
Standard Oil Co., Ohio 9244 1000–9725
Union Tank Line Co. 9244 1000–9725

(Signed in ink) JOHN D. ROCKEFELLER,
_Per_ GEO. D. ROGERS.

Received of John Bensinger, Attorney, Assignment
Certificate, Number....

(Signed in ink) JOHN D. ROCKEFELLER,
WILLIAM ROCKEFELLER,
BENJAMIN BREWSTER,
WESLEY H. TILFORD,
HENRY M. FLAGLER,
JOHN D. ARCHBOLD,
HENRY H. ROGERS,
O. B. JENNINGS.

By ..., _Attorney in Fact_.

11–3–92.

Number A 365. JOHN D. ROCKEFELLER.

Received from trustees to liquidate the Standard Oil Trust
assignment of legal title to 256,854/972,500 of the amount of
corporate stocks held by them in each of the corporations whose
stocks were so held on July 1, 1892, and I do hereby authorise and
direct the said trustees, or the survivor or survivors of them, to
receive from the respective companies and to pay over to me or my
assigns the dividends upon the stocks so assigned, and actual
transfer thereof is recorded upon the books of the respective
corporations.

(Signed) JOHN D. ROCKEFELLER,
_Per_ GEO. D. ROGERS.

There is pasted to this stub the original assignment of legal title
for the transfer of Mr. Rockefeller’s trust certificates into
corporate stock of the respective companies. This has been returned
and marked “cancelled” and attached to the original stub, and is as
follows:

Number A 365.

STANDARD OIL TRUST COMPANY

Assignment of Legal Title to Stocks Heretofore Represented by
256,854 shares.

_Whereas_, John D. Rockefeller is the owner of the equitable
title to 256,854/972,500 of the amount of corporate stocks held
by the trustees of the Standard Oil Trust in each of the several
corporations whose stocks were held by said trust on the first
day of July, A.D. 1892, which equitable ownership was
represented by 256,854 shares of Standard Oil Trust surrendered
for cancellation. Now, we, the trustees in whose names the legal
title to said stock stands, do hereby assign and transfer to
John D. Rockefeller and his assigns the legal title to the
aforesaid amount of the said stocks and authorise the proper
officers of the several corporations to transfer upon their
books and to issue corporate certificates for the required
amount of their respective capital stocks upon presentation and
cancellation of this assignment. The several corporations will
issue stock certificates for whole shares and scrip for
fractions of shares and upon presentation of fractional share
scrip sufficient for the purpose, certificates for whole shares
will be issued. When transfer of stock upon the corporate books
is desired by virtue of this assignment, it must be placed in
the hands of an attorney in fact, both for the assignee and the
undersigned trustees, and said attorney shall first obtain the
proper certificates and scrip from all the several companies,
and thereupon shall deliver the certificates to the trustees and
the stock certificates and scrip to the party or parties
entitled thereto.

(Signed in print) JOHN D. ROCKEFELLER,
WILLIAM ROCKEFELLER,
HENRY M. FLAGLER,
JOHN D. ARCHBOLD,
BENJAMIN BREWSTER,
HENRY H. ROGERS,
WESLEY H. TILFORD,
O. B. JENNINGS, _Trustees_.
(Signed in writing) H. M. FLAGLER, _Secretary_.
W. H. TILFORD, _Attorney in Fact_.

On the left-hand corner of this same certificate this indorsement
appears:

Cancelled November 7, 1892. Transfer Number 4833. Certificate
issued.