Sunday, June 18, 1899.

Upon receiving assurances that I would be here to-day, President Smart and Councilors appointed a conference to be held in the hall which they had hired in Brooklyn. Myself, wife and child went over there to the morning meeting at half past ten. We had an interesting time and the sacrament was administered. There was another meeting in the afternoon at 2:30 and I addressed the people; there was also a meeting in the evening at half past seven. Altogether the day was most enjoyably spent, and the saints were very glad indeed to have this conference.

Monday, June 19, 1899.

I had a call this morning early from Judge Young and Robert S. Campbell, who had arrived in the city last evening. We went down to Sullivan & Cromwell’s office and met Mr. Braithwaite and Mr. Kelvin, who had arrived on Saturday from London. We had a general talk over the affairs of the company, and it was decided that the first thing that should be done was to learn the earning capacity of the company, so that we would have some basis on which to negotiate. Robert S. Campbell, the manager of the company, had come down prepared to give the fullest details upon this subject and to show what the company was doing.

It was decided to appoint Mr. Braithwaite, Mr. Kelvin, Mr. Hayward (who also came down from Salt Lake), and Mr. Campbell a committee to ascertain the status of the company and its earning power,

The first question that was asked when we got together by Mr. Cromwell was, what proposition did we have to make to them; that Mr. Braithwaite had come across the ocean and was ready to receive any proposition that we had. I told them that we had no proposition to make whatever – we were not making propositions. Then related the conversations that had occurred between Mr. Curtis and myself, in which I had learned that there was dissatisfaction on the part of the English bondholders of the situation of affairs, and that Mr. Braithwaite and Mr. Kelvin had come over to make propositions to us, and we got together that Judge Young and Mr. Campbell had come down from Salt Lake, and I had remained here until now, for the purpose of learning from them what they had to say or what they proposed to do. After this, they proceeded to state their views as to what ought to be done.

Tuesday, June 20, 1899.

The committee was engaged in its labors, and although I went down to the office of Messrs. Sullivan & Cromwell, there was no business done that day.

Wednesday, June 21, 1899.

We all met at Sullivan & Cromwell’s office this morning and the committee reported the result of their examination of the earnings of the company, etc., which was very complete, and they expressed themselves as very well satisfied with the manner in which the business had been done. The English part of the committee also reported the following scheme of reorganization which they desired R. S. Campbell to sign with them, but which he declined to do:

[Handwritten:] < No. 1 & 2 - >

[Attached legal tissue sheets:]

[Handwritten:] <No.1.>

NEW YORK, June 21st, 1899.

Gentlemen:-

Your Committee have given close attention to the various points submitted to them, and beg to report thereon as follows:

1. What is the present minimum power available? On this point the Committee are of the opinion that a minimum of 3000 horse power may be relied upon from the Pioneer and Big Cotton Wood plants combined, whilst the steam plant for the Salt Lake Station <re>presents a 1000 horse power, and at the Citizens Station 500 horse power, making a total minimum horse power of 4500 available from all sources.

2. What are the most pressing new construction requirements, and what are their estimated costs ? Your Committee have gone very carefully into this matter and beg to report that in their opinion the following expenditures should be incurred during the next three years.

GAS.

Which should be expended on your gas.<Plant>

ELECTRIC LIGHT: With regard to the Company’s Electric Lighting Plant and distributing system, Your Committee are of the opinion that the following expenditures should be undertaken as rapidlyas possible in the next three years.

With regard to the rates to be charged for gas, your Committee recommend that the Company should use every effort to secure a net rate of One dollar for fuel gas, and One dollar and fifty cents for gas for illuminating purposes[.]

3. What are the rates at present in force for electricity, and can they be improved ? Upon this point your Committee find that the average rate received for private lighting per unit is 10.28 cents, and this rate they consider satisfactory. The rate for commercial arc lamps is 6.35 cents per unit, and that for municipal arcs 3.38 cents per unit; this rate also your Committee consider as good as can be obtained under the circumstances though they would, naturally, welcome an increase in the rates charged for municipal arc lamps.

With regard to rates charged for power purposes, your Committe find that fair rates are being obtained for the smaller installations up to, say, a limit of 50 horse power, but that very low rates are being accepted for larger installations. In this regard your Committee are of the opinion that the policy of the Company should be to encourage the extension of the private lighting and small power installations, and if it is considered politic to dispose of the surplus power temporarily for larger installations. Your Committee (with the exception of Mr. Campbell, who believes that local conditions are such that for the period of three years, installations can and might be obtained at a lower rate which would not be disadvantageous to the general interest of the Company, those having rates, of course, of power installation over 50 horse power; and Mr. Hayward who agrees with the majority of the Committee with the exception that he is of the opinion that it might be wise to continue for a short period the existing large power contracts at the prices already obtained.) are of the opinion that no proposition at a lower rate than one cent per Kilowatt hour should be accepted, and that even on this basis the Company would do well to be very chary of making long contracts and especially <that it should> reject all such propositions unless there is an undoubted certainty of having the surplus power available to meet them at all times of the year. As an illustration of the effects which the low rates of power which are now being obtained, have upon the revenue of the Company, we may mention <that> for the four months, from January 1st to May 1st, 1899, the Company sold 819,000 units for lighting purposes for which they received $59,000. During the same period they sold 447,000 units for power purposes for which they only received $7,000. Had the power units realized on the average the same prices <as> the lighting units, the Company would have received an additional $33,000.

4. What are the chances of competition, and how can they be met ? Upon this point your Committee are of the opinion that with a firm and united policy the chances <risks to be> feared from fresh competition are not serious, and they think that with the adoption of their recommendation that the steam plant in Salt Lake City should be concentrated at Citizens Station, and their further recommendation that the Company’s lines in the paved districts should be placed under ground, will largely help in the direction desired.

The Committee also recommend that care should be taken, and a small expenditure incurred, if necessary, in order to preserve the water titles which the Company now owns in the <Little> Cotton Wood Canyon.

5. With regard to the request made to your Committee that it should submit a plan for the re-organization of the Company, it <which> should provide adequate capital for improvements and extensions; which should bring the Company’s fixed charges down to $120,000. per annum; which should render the Company’s securities marketable; and which should retain for the present security holders the future earnings of the Company; <Mr Braithwaite & Kelman of> your Committee submits such a plan which in their opinion fulfills such requirements.

Respectfully submitted.

[Blank]

<R.S.C. refused to sign distribution plan>

[On back side of this tissue page, in lower left margin, the following was handwritten:]

<Copy Report of Committee>

<No. 2>

SUGGESTED SCHEME FOR THE REORGANIZATION

—of the—

UNION LIGHT & POWER COMPANY.

W H E R E A S, under an agreement of the 20th day of May, 1897, the Union Light & Power Company was formed to acquire and consolidate the Salt Lake & Ogden Gas & Electric Light Company, The Citizens Electric Light Company[,] The Big Cottonwood Power Company and The Little Cottonwood Power Company; and

W H E R E A S, the said Union Light & Power Company has issued in payment for the above properties $708,000 (part of an authorized issue of $750,000.) 5% 1st Mortgage Bonds, $1,909,000 (part of an authorized issue of $4,500,000 6% Consolidated Mortgage Bonds, the coupons of which up to and including the coupon due Jan. 1st, 1899, have been funded under the provisions of the said agreement of May 20th, 1897) and $2,350,000 Common Stock (Part of an authorized issue of $4,250,000); and

W H E R E A S, under the same agreement the Union Light & Power Company in consideration of $1,900,000 of its Common Stock and $300,000 8% Preferred Stock acquired the entire undertaking of the Pioneer Electric Power Company, subject to an issue of $1,500,000 Pioneer Electric Power Co. 6% 1st Mortgage Bonds (to retire which $1,500,000. of the Union Light & Power Company 6% Consolidated Mortgage Bonds have been reserved); and subject to the Pioneer Electric Power Company’s retaining its franchises and remaining a separate corporation.; and

W H E R E A S, owing to various circumstances the net revenue of the Union Light & Power Company though growing is not sufficient to meet the coupon due 1st July, 1899, on the $2,066, 000 6% Consolidated Bonds outstanding plus the $1,500,000 of the same bonds reserved for exchange against the Pioneer Electric Power Company’s 1st Mortgage Bonds; and

W H E R E A S, it is necessary to provide additional capital for the development of the Union Light & Power Company’s business and to reduce the said Company’s standing charges within the limit of its present net earnings; and

W H E R E A S, the marketability of the Union Light & Power Company’s securities is greatly prejudiced by the continuance of the Pioneer Electric Power Company as a separate corporation and the consequent danger of a rupture between the Pioneer Electric Power Company and the Union Light & Power Company; now with a view to obviate the above mentioned danger and to secure for the Union Light & Power Company the additional capital and improved market value for its securities required, it is HEREBY AGREED AS FOLLOWS:- The said $1,500,000 Pioneer Electric Power 6% 1st Mortgage Bonds shall be forthwith exchanged for the $1,500,000 Union Light & Power Company’s 6% Consolidated Bonds raising the amount of these bonds then outstanding to $3,566,000 and the Pioneer Electric Power Company shall surrender its franchise to and be amalgamated with the Union Light & Power Company. That the present Consolidated bonds of the Union Light & Power Company which will then amount to $3,566,000 be then cancelled and in lieu thereof an issue of $3,000,000 4% Consolidated Mortgage Bonds be created and an issue of $2,000,000 8% non-cumulative Preferred stock, and that the holder of each $1,000 6% Consolidated Bond receive in lieu thereof $500 new 4% Consolidated Bond with coupon due 1st July, 1899, and $500 8% non-cumulative Preferred Stock. The present Union Light & Power Company’s 5% 1st Mortgage of $750,000 be raised to $1,000,000, the extra $250,000 being appropriated as to $71,500 to guaranteeing a minimum cash dividend of 2% per annum for two years from Jan. 1st, 1899, on the Preferred Stock proposed to be issued to the holders of Consolidated Bonds and the remaining $178,500 together with the $1,000 new in the Treasury to be held for extensions and improvements.

Under this scheme the immediate fixed charges of the Union Light & Power Company would be $116,745 per annum and the ultimate fixed charges $130,000 per annum, as compared with fixed charges at present of $251,460 per annum, thus showing a present reduction of $134,715 per annum and an ultimate reduction of $121,460 per annum after the $179,500 5% 1st Mortgage Bonds and $107,000 Consolidated Bonds have been issued and the proceeds applied to improving the Company’s properties with presumably a corresponding increase in its revenues.

The estimated net earnings for 1899 are put by the officials of the Company at $130,000, or $13,255 more than will be called for under the present scheme.

Under this scheme, the following securities will be available for further capital expenditure:-

Prior Lien Bonds

$179,500.

4% Consolidated Bonds

107,000.

8% Preferred Stock

217,000.

Total

$503,500.

It is proposed to leave the $4,250,000 Common Stock as at present.

[Remainder of page blank]

PROPOSED REORGANIZED BOND ISSUES

AND CAPITAL STOCK OF THE UNION LIGHT & POWER COMPANY.

5% 1st Mortgage Bonds

4% Consolidated Bonds

Secured by a 1st Mortgage on above properties subject to the $1,000,000 5% 1st Mortgage Bonds above referred to:-

8% Non-Cumulative Preferred Stock:-

[Following was handwritten on back of this sheet in the upper left margin:]

<Scheme of Re Construction>

Under the annexed Scheme, the holders of the $1,500,000 Pioneer Electric Power Co. 1st Mortgage Bonds will receive $750,000 Union Light & Power Company 4% Consol. Mortgage Bonds, $750,000 8% Non Cumulative Preferred Stock with a minimum dividend of 1% semi-annually guaranteed for two years from January 1st, 1899.

Thus on July 1st, they will receive in Cash

Thursday, June 22, 1899.

Upon examining the whole business, it was easy to be perceived that our English friends had the advantage of us, for they had been discussing this whole business while upon the ocean, and the report which they had made was no doubt the result of many conferences together while they were crossing the sea. We found ourselves, in consequence of this being entirely new to us, under some embarrassment. We were very desirous not to commit ourselves too soon to any proposition, until we had thoroughly examined and weighed it. We spent the forenoon in examining this and in making up our minds to what we would do, and then telephoned to them that we would meet them at 2 o’clock in the afternoon.

At 2 o’clock we repaired to the office of Sullivan & Cromwell and presented the following brief proposition, which I thought better to hand to them this afternoon that they might have something to consider from our standpoint.

(Insert <X>)

After presenting this we had considerable conversation, left earlier than usual because neither they nor we were prepared to fully discuss the subject at this time.

[Handwritten:] < No. X >

FIRST: New company issue one First Mortgage Four per cent bond amounting to $3,000,000.

SECOND: Issue preferred stock amounting to $2,000,000.

THIRD: Reserve of the bond $750,000 to take up outstanding first mortgage bonds of the Union Light and Power Company.

FOURTH: Reserve and use $250,000 of the bonds for improvements.

FIFTH: Divide the balance of the $2,000,000 in bonds as follows:

$1,000,000 to the holders of the Pioneer Electric Power Co. and

$1,000,000 to the holders of the Consolidated bond.

SIXTH: The preferred stock to be divided equally between the Power bondholders and the Consolidated bondholders.

After the presentation of these reports the matter of business was thoroughly discussed. We could not agree to their proposition, and we wished time to consider it and to make a counter proposition.

Friday, June 23, 1899.

I received the following despatch this morning from President Lorenzo Snow:

“Important meeting in the Temple July 2. Hope business will admit of your being present. Sent you letter to-day.”

We met at Sullivan & Cromwell’s office again to-day and discussed our proposition, which we had written out at greater length and of which the following is a copy:

(Insert No. 1.)

They presented to us also, after receiving ours, a modified scheme of reorganization, of which the following is a copy:

(Insert No. 2.)

[Handwritten insertions:] <Pr. Geo. Q. Cannon>

<June 22″ 1899>

< No. 1>

Mr. Braithwaite and associates:

In answer to your “Modified Scheme of Reorganization”, we beg leave to suggest the following:

Distribution of Securities.

Bond Issue.

Preferred Stock.

The General Common Stock to be distributed as heretofore, except that in lieu of the $33,000, over one-half of the Preferred Stock allowed to the holders of consolidated Bonds, the Pioneer people to have $250,000 Consolidated Stock.

In making this modified proposition, we are not unmindful of the fact that we are verging too close upon our yearly returns, and we would have preferred to have kept the Company’s Mortgaged securities down to $3,000,000 and divided them in the manner suggested yesterday, but to meet your wishes we will submit the above, although we trust that the Directors will issue no more bonds until the Company is able to meet the interest.

< No. 2 >

MODIFIED SCHEME OF RE-ORGANIZATION OF THE UNION LIGHT AND POWER COMPANY.

Bond Issue.

$3,500,000. 4% 1st Mortgage Bonds.

Capital Stock.

$2,000,000. 8% Non cumulative Preferred Stock.

$4,250,000. Common Stock.

Distribution of Securities.

Bond Issue.

Preferred Stock.

Common Stock distributed as at present.

Under this scheme fixed charges at present will be $123,220[.]

The holders of the present Consolidated Mortgage Bonds will receive the equivalent of 3% on their present bonds for two years, and the equivalent of 6% when the Preferred Dividend is earned and paid in full.

The holders of the Pioneers Securities will receive

(a) Rather more than one-third of the total present issue of bonds.

(b) Rather more than four-tenths of the total issue of Preferred Stock.

(c) Considerably more than one-half 265/425 of the Common stock. (d) For the next two years the following minimum revenue

The $607,000. 4% 1st Mortgage Bonds reserved in the Treasury for extensions if sold at 70% would realize $424,900. in cash or nearly $200,000. more than the Committee Report as being required during the next three years.

The Gas Trust will be prepared to join with their Mormon friends in equal parts in purchasing at 70% of their face value, sufficient of the above bonds to provide for the construction requirements recommended by the Committee of Conference in their Report dated June 21st, 1899, as required from time to time, the amount of cash required during 1899, from each party not to exceed $30,000. [Continuation of 23 June 1899:]

To-day’s discussions were very exhaustive to me and I felt quite faint part of the time, but we finally reached certain conclusions which we embodied in the despatch to President Snow, and which we all signed. The following is a copy of the despatch:

“Have had daily sessions for 5 days and have agreed to following terms being the very best obtainable. Have not yet seen Banigans, will see them to-morrow. We now give you basis of proposed agreement 1st. Retain present Union organization; issue $3,000,000 4% bonds; retire Union Consolidated bonds amounting to $2,066,000 and in lieu of these deliver to Consolidated bondholders $1,133,000 of new bonds; retire also Pioneer bonds amounting to $1,500,000 and in lieu of these deliver to Pioneer people $1,100,000 new bonds; this will leave $767,000 of new issue of $300,000 out of which $750,000 will be used to redeem existing prior lien Union bonds.

2nd. The Common stock to be left as it now exists; but there is to be an issue of $2,000,000 in Preferred stock, which it is proposed to divide as follows: Give the Pioneer 808,500 shares and the Consolidated bondholders 1,191,500. The Pioneer people to keep the majority of Common stock and have the majority of Directors. Under the present conditions the company can pay the interest on the issue of 3,000,000 bonds and after this year 1% on Preferred stock, which can be increased 1% per year from the earnings each year till 8% per annum is reached, besides putting the company’s affairs on stable basis. This Preferred stock therefore being preferable to and in nature of income bond.

We send this proposed agreement for you to consider, as it is most important you decide on acceptance or non-acceptance at once. Will be guided by your decision.”

Saturday, June 24, 1899.

I did not go down to Sullivan & Cromwell’s office to-day. I felt considerably tired in consequence of the interview of yesterday, but I attended to a good deal of outstanding business.

On the 24th I telegraphed to President Snow as follows:

“Am anxious to be at meeting on second. Shall leave here not later than Tuesday. Hope be no delay in answering our despatch.”

In answer to this despatch and to our other despatch he replied:

“Will propose changes increase liability of the Church. Awaiting answer.”

To which I responded by telegraph: “Will answer your inquiry as to liability when we get a full reply from Banigans.”

Sunday, June 25, 1899.

Judge Young and Mr. Campbell had gone to Providence on Friday night, for the purpose of seeing the Banigan people and finding out what we could do with them. It was thought better for me not to go, as I was one of the guarantors of their bonds, and it was felt that Judge Young could talk with greater freedom upon the subject if I were not present. They spent all day yesterday there and this morning I received a call from Judge Young, and had a long conversation by telephone with Mr. Campbell, who had gone from Providence to Boston to spend Saturday night. Judge Young expected to go back on Sunday afternoon with the view of meeting with the Banigan heirs on Monday. Myself and wife and Georgeus left our hotel at one o’clock to go to meeting in Brooklyn, but we encountered such a dreadful storm of rain at Brooklyn that we could not move without being drenched to the skin. We wished to leave the ferry-house very much and tried to get a coupe to take us to the place of meeting, but failed; so we returned to New York.

Monday, June 26, 1899.

I remained in the hotel most of the day awaiting word from Judge Young.

Tuesday, June 27, 1899.

Judge Young and Mr. Campbell called on me this morning and reported the result of their interview with the Banigan people. He proposes to write me a report, and I can embody that in my journal later. We went, however, and had an interview to-day with Sullivan, Cromwell and Kelvin. Mr. Braithwaite had left the city and gone to Schenectady. Mr. Campbell and myself called on Mr. Coffin, the president of the Electric General Company, and had conversation with him concerning our outstanding account.

Wednesday, June 28, 1899.

Had a very full conversation with Judge Young and R. S. Campbell last night upon the situation and requested Judge Young to give me a report in writing, so that I would not have to trust to memory at all respecting their interview with the Banigan people. He and Brother Campbell came to the hotel early this morning and he gave me his report. We had a very full conversation again concerning the situation. I told them I felt very clear about going home, as I thought the business in such a position that it could be left by me in safety for them. I enumerated the points of difference between ourselves and the London people. I thought them not serious. In the first place, we asked them to take up, as speedily as possible, the 750,00[0] Pioneer bonds. I had no doubt that they would readily assent to this. <2nd.>The difference in interest between the new bonds that we are to issue and the prior lien, which is 1% or $7500 a year, which we asked them to pay, I thought they would not feel like yielding, and it seemed to me that we might waive that, as it will not come out of our side, but is to be paid by the company.

3rd. The request that we make that we do not assign $100,000 bonds to each party, I do not attach so much importance to, though I would like them to comply with the request, as it would lower the fixed charges of the company. I have no doubt, I said, that they will willingly yield to the request that instead of $100,000 bonds each party shall receive $50,000.

4th. I think the difficult request that we make for $159,000 more shares of Preferred stock will be resisted by them; but if it be presented to them in this way, that we do not wish, if it can be helped, to lessen their Preferred stock, but we ask it as a favor that they yield to us this amount to help us settle our side with the Banigans, and this may require an increase of the issue of the Preferred stock for that amount. I said to the Brethren that if I were treating this with them, I should appeal to their sympathies and would not have any contention over this point, though I believe it clearly to be all right. I said I feel very satisfied with the manner in which we had reached conclusions with these people, and if we can only affect a proper settlement with the Banigans, I shall think we have done fairly well, and secured a proper holdi share in the holdings of the people.

Now as to the Banigans: I think by conversing freely with Mr. Tillinghast, their attorney, and showing him the danger of the guarantors being prevented from carrying out their contract first by the defect in the papers, <and> second by the adverse action of some members of the Church, the Banigan people may be brought to see that it is to their interest in every way to come to some reasonable terms as to settlement. I said to the Brethren that I wish them to speak in the warmest and most respectful terms concerning the late Mr. Joseph Banigan. Our associations have always been of the most pleasant character, and I would like nothing to occur that would disturb those relations and feelings; but they ought to see the position that we are in, and that after offering such a settlement as all just men will consider honorable, it will not be wise to crowd matters to an unreasonable length. I said to the Brethren also that in dealing with these people we must only use the kindest language and show them that we were not asking anything improper from them.

These matters are in such a definite form, I said, that I can leave you feeling that you are fully able to do all that is to be done. If I were to stay I should not close up matters without communicating freely with home, and you can do the same. They left this morning to go to Providence.

I sent the following despatch to President Snow:

“Have not completed negotiations yet, but everything necessary for final action in regard to our settlement with Banigans so clearly marked out that I feel safe in leaving for home to-day.”