With much respect and admiration to John D. Rockefeller I remain,

Yours truly,

H.M. BACKUS.

It appears from the affidavits that the negotiations were conducted on behalf of Mrs. Backus and her company by Charles H. Marr, who had been in the employ of the Backus Company for some time, and by Mr. Maloney, who was the superintendent of the company from the time of its organization and was also a stockholder; and on behalf of the Standard Oil Company by Mr. Peter S. Jennings.

There has been an impression that the Standard Oil Company purchased for $79,000 property which was reasonably worth much more, and that this sacrifice was occasioned by threats and compulsion. Mr. Jennings requested Mr. Marr to submit a written proposition giving the price put by the Backus Company upon the several items of property and a.s.sets which it desired to sell. This statement was furnished and was annexed to Mr. Jennings's affidavit. The Standard Oil Company finally decided not to purchase all of the a.s.sets of the company, but only the oil on hand, for which it paid the full market price, amounting to about $19,000, and the item "works, good-will, and successorship,"

which were offered by Mr. Marr at $71,000, and for which the Standard offered $60,000, which was promptly accepted. Mr. Marr made affidavit as follows:

"Charles H. Marr, being duly sworn, says that, in behalf of the Backus Oil Company, he conducted the negotiations which led to the sale of its works, good-will, and stock of oils and during same when said company had offered to sell its entire stock for a gross sum, to wit, the sum of one hundred and fifty thousand dollars ($150,000), which was to include cash on hand, accrued dividends, accounts, etc., said Jennings requested said company to submit an itemized proposition fixing values upon different articles proposed to be sold, and that he, after full consideration with Mrs. Backus and with her knowledge and consent, submitted the written proposition attached to said Jennings's affidavit; that the same is in his handwriting, and was copied at the office of the American Lubricating Oil Company from the original by himself at the request of said Jennings, and said original was submitted by affiant to Mrs. Backus.

"That she was fully cognizant of all the details of said negotiations and the items and values attached thereto in said proposition, consulted with at every step thereof, none of which were taken without her advice, as she was by far the largest stockholder in said Backus Oil Company, owning about seven-tenths (7/10) of said company's stock, and she fully approved of said proposition, and accepted the offer of said Jennings to pay sixty thousand dollars ($60,000) for the item works, good-will, and successorship without any opposition, so far as affiant knows. And affiant says that the amount realized from the a.s.sets of the Backus Oil Company, including purchase price, has been about one hundred and thirty-three thousand dollars ($133,000), and a part of its a.s.sets have not yet been converted into money as affiant is informed."

Mr. Marr, who was, it will be remembered, the widow's representative, refers to the negotiations leading up to the purchase and says:

"But affiant says that nothing that was said by Mr. Jennings or anybody else during their progress could be construed into a threat, nor did anything that was said or done by said Jennings hasten or push forward said trade."

He also says:

"Affiant says that the negotiations extended over a period of from two to three weeks ... and during their pendency that Mrs. Backus frequently urged affiant to bring the same to a conclusion as she was anxious to dispose of said business and relieve herself from further care and responsibility therewith. And when the said offer of purchase by said Jennings upon the terms aforesaid was conveyed to her by affiant, she expressed herself as entirely satisfied therewith."

Mr. Maloney made an affidavit that he was superintendent of the Backus Oil Company from the time of its organization, and also a stockholder in the company, and had been a.s.sociated in business with Mr. Backus for many years previous to his death; that he took part in the negotiations for the sale, representing Mrs. Backus in the matter.

After speaking of the negotiations, he says:

"Finally, after consultation, the proposition was made by her to dispose of the works, good-will, and successorship for $71,000. A few days after the proposal was made to her to pay the sum of $60,000 for works and good-will, and to take the oil on hand at its market price, which proposition she accepted, and the sale was concluded.

"During these negotiations Mrs. Backus was anxious to sell, and was entirely satisfied with the sale after it was concluded. I know of the fact that about a year and a half previous she had offered to sell out the stock of the Backus Oil Company at from 30 to 33 per cent. less than she received in the sale referred to, and the value of the works and property sold had not increased in the meantime. I was well acquainted with the works of the Backus Oil Company and their value. I could at the time of the sale have built the works new for $25,000. There were no threats nor intimidations, nor anything of the kind used to force the sale. The negotiations were pleasant and fair, and the price paid in excess of the value, and satisfactory to Mrs. Backus and all concerned for her."

So far as I can see, after more than 30 years have elapsed, there was nothing but the most kindly and considerate treatment of Mrs. Backus on the part of the Standard Oil Company. I regret that Mrs. Backus did not take at least part of her pay in Standard certificates, as we suggested she should do.

THE QUESTION OF REBATES

Of all the subjects which seem to have attracted the attention of the public to the affairs of the Standard Oil Company, the matter of rebates from railroads has perhaps been uppermost. The Standard Oil Company of Ohio, of which I was president, did receive rebates from the railroads prior to 1880, but received no advantages for which it did not give full compensation. The reason for rebates was that such was the railroads' method of business. A public rate was made and collected by the railroad companies, but, so far as my knowledge extends, was seldom retained in full; a portion of it was repaid to the shippers as a rebate. By this method the real rate of freight which any shipper paid was not known by his compet.i.tors nor by other railroad companies, the amount being a matter of bargain with the carrying company. Each shipper made the best bargain that he could, but whether he was doing better than his compet.i.tor was only a matter of conjecture. Much depended upon whether the shipper had the advantage of compet.i.tion of carriers.

The Standard Oil Company of Ohio, being situated at Cleveland, had the advantage of different carrying lines, as well as of water transportation in the summer; taking advantage of those facilities, it made the best bargains possible for its freights. Other companies sought to do the same. The Standard gave advantages to the railroads for the purpose of reducing the cost of transportation of freight. It offered freights in large quant.i.ty, car-loads and train-loads. It furnished loading facilities and discharging facilities at great cost.

It provided regular traffic, so that a railroad could conduct its transportation to the best advantage and use its equipment to the full extent of its hauling capacity without waiting for the refiner's convenience. It exempted railroads from liability for fire and carried its own insurance. It provided at its own expense terminal facilities which permitted economies in handling. For these services it obtained contracts for special allowances on freights.

But notwithstanding these special allowances, this traffic from the Standard Oil Company was far more profitable to the railroad companies than the smaller and irregular traffic, which might have paid a higher rate.

To understand the situation which affected the giving and taking of rebates it must be remembered that the railroads were all eager to enlarge their freight traffic. They were competing with the facilities and rates offered by the boats on lake and ca.n.a.l and by the pipe-lines. All these means of transporting oil cut into the business of the railroads, and they were desperately anxious to successfully meet this compet.i.tion. As I have stated we provided means for loading and unloading cars expeditiously, agreed to furnish a regular fixed number of car-loads to transport each day, and arranged with them for all the other things that I have mentioned, the final result being to reduce the cost of transportation for both the railroads and ourselves. All this was following in the natural laws of trade.

PIPE-LINES VS. RAILROADS

The building of the pipe-lines introduced another formidable compet.i.tor to the railroads, but as oil could be transported by pumping through pipes at a much less cost than by hauling in tank-cars in a railroad train the development of the pipe-line was inevitable.

The question was simply whether the oil traffic was sufficient in volume to make the investment profitable. When pipe-lines had been built to oil fields where the wells had ceased to yield, as often happened, they were about the most useless property imaginable.

An interesting feature developed through the relations which grew up between the railroads and the pipe-lines. In many cases it was necessary to combine the facilities of both, because the pipes reached only part of the way, and from the place where they ended the railroad carried the oil to its final destination. In some instances a railroad had formerly carried the oil the entire distance upon an agreed rate, but now that this oil was partly pumped by pipe-lines and partly carried by rail, the freight payment was divided between the two. But, as a through rate had been provided, the owners of the pipe-line agreed to remit a part of its charges to the railroad, so we had cases where the Standard paid a rebate to the railroad instead of the reverse--but I do not remember having heard any complaint of this coming from the students of these complicated subjects.

The profits of the Standard Oil Company did not come from advantages given by railroads. The railroads, rather, were the ones who profited by the traffic of the Standard Oil Company, and whatever advantage it received in its constant efforts to reduce rates of freight was only one of the many elements of lessening cost to the consumer which enabled us to increase our volume of business the world over because we could reduce the selling price.

How general was the complicated bargaining for rates can hardly be imagined; everyone got the best rate that he could. After the pa.s.sage of the Interstate Commerce Act, it was learned that many small companies which shipped limited quant.i.ties had received lower rates than we had been able to secure, notwithstanding the fact that we had made large investments to provide for terminal facilities, regular shipments, and other economies. I well remember a bright man from Boston who had much to say about rebates and drawbacks. He was an old and experienced merchant, and looked after his affairs with a cautious and watchful eye. He feared that some of his compet.i.tors were doing better than he in bargaining for rates, and he delivered himself of this conviction:

"I am opposed on principle to the whole system of rebates and drawbacks--unless I am in it."

CHAPTER V

OTHER BUSINESS EXPERIENCES AND BUSINESS PRINCIPLES

Going into the iron-ore fields was one of those experiences in which one finds oneself rather against the will, for it was not a deliberate plan of mine to extend my cares and responsibilities. My connection with iron ores came about through some unfortunate investments in the Northwest country.

These interests had included a good many different industries, mines, steel mills, paper mills, a nail factory, railroads, lumber fields, smelting properties, and other investments about which I have now forgotten. I was a minority stockholder in all these enterprises, and had no part in their management. Not all of them were profitable. As a matter of fact, for a period of years just preceding the panic of 1893, values were more or less inflated, and many people who thought they were wealthy found that the actual facts were quite different from what they had imagined when the hard experiences of that panic forced upon them the unpalatable truth.

Most of these properties I had not even seen, having relied upon the investigation of others respecting their worth; indeed, it has never been my custom to rely alone upon my own knowledge of the value of such plants. I have found other people who knew much better than I how to investigate such enterprises.

Even at this time I had been planning to relieve myself of business cares, and the panic only caused me to postpone taking the long holiday to which I had been looking forward. I was fortunate in making the acquaintance of Mr. Frederick T. Gates, who was then engaged in some work in connection with the American Baptist Education Society, which required him to travel extensively over the country, north, south, east, and west.

It occurred to me that Mr. Gates, who had a great store of common sense, though no especial technical information about factories and mills, might aid me in securing some first-hand information as to how these concerns were actually prospering. Once, as he was going South, I suggested that he look over an iron mill in which I had some interest which happened to be on his route.

His report was a model of what such a report should be. It stated the facts, and in this case they were almost all unfavourable. A little later he happened to be going West, and I gave him the name and address of property in that region in which I held a minority interest. I felt quite sure that this particular property was doing well, and it was somewhat of a shock to me to learn through his clear and definite account that it was only a question of time before this enterprise, too, which had been represented as rolling in money, would get into trouble if things kept on as they were going.

NURSING THE COMMERCIALLY ILL

I then arranged with Mr. Gates to accept a position whereby he could help me unravel these tangled affairs, and become, like myself, a man of business, but it was agreed between us that he should not abandon his larger and more important plans for working out some philanthropic aspirations that he had.

Right here I may stop to give credit to Mr. Gates for possessing a combination of rare business ability, very highly developed and very honourably exercised, overshadowed by a pa.s.sion to accomplish some great and far-reaching benefits to mankind, the influence of which will last. He is the chairman of the General Education Board and active in many other boards, and for years he has helped in the various plans that we have been interested in where money was given in the hope that it would do something more than temporary service.

Mr. Gates has for many years been closely a.s.sociated with my personal affairs. He has been through strenuous times with me, and has taken cares of many kinds off my shoulders, leaving me more time to play golf, plan roads, move trees, and follow other congenial occupations.

His efforts in the investigations in connection with our educational contributions, our medical research, and other kindred works have been very successful. During the last ten or twelve years my son has shared with Mr. Gates the responsibility of this work, and more recently Mr.

Starr J. Murphy has also joined with us to help Mr. Gates, who has borne the heat and burden of the day, and has well earned some leisure which we have wanted him to enjoy.

But to return to the story of our troubled investments: Mr. Gates went into the study of each of these business concerns, and did the best he could with them. It has been our policy never to allow a company in which we had an interest to be thrown into the bankruptcy court if we could prevent it; for receiverships are very costly in many ways and often involve heavy sacrifices of genuine values. Our plan has been to stay with the inst.i.tution, nurse it, lend it money when necessary, improve facilities, cheapen production, and avail ourselves of the opportunities which time and patience are likely to bring to make it self-sustaining and successful. So we went carefully through the affairs of these crippled enterprises in the hard times of 1893 and 1894, carrying many of them for years after; sometimes buying the interests of others and sometimes selling our own interest, but all or nearly all escaped the expenses and humiliation of bankruptcy, receivership, and foreclosure.

Before these matters were entirely closed up we had a vast amount of experience in the doctoring of the commercially ill. My only excuse for dwelling upon the subject at this late day is to point out the fact to some business men who get discouraged that much can be done by careful and patient attention, even when the business is apparently in very deep water. It requires two things: some added capital, put in by one's self or secured from others, and a strict adherence to the sound natural laws of business.

THE ORE MINES

Among these investments were some shares in a number of ore mines and an interest in the stocks and bonds of a railroad being built to carry the ore from the mines to lake ports. We had great faith in these mines, but to work them the railroad was necessary. It had been begun, but in the panic of 1893 it and all other developments were nearly ruined. Although we were minority holders of the stock, it seemed to be "up to us" to keep the enterprise alive through the harrowing panic days. I had to loan my personal securities to raise money, and finally we were compelled to supply a great deal of actual cash, and to get it we were obliged to go into the then greatly upset money market and buy currency at a high premium to ship west by express to pay the labourers on the railroad and to keep them alive. When the fright of the panic period subsided, and matters became a little more settled, we began to realize our situation. We had invested many millions, and no one wanted to go in with us to buy stock. On the contrary, everybody else seemed to want to sell. The stock was offered to us in alarming quant.i.ties--substantially all of the capital stock of the companies came without any solicitation on our part--quite the contrary--and we paid for it in cash.

We now found ourselves in control of a great amount of ore lands, from some of which the ore could be removed by a steam shovel for a few cents a ton, but we still faced a most imperfect and inadequate method of transporting the ore to market.