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!"