I was engaged at that time in promoting a "Resthaven" project at
Waukesha, with very little income except an interest in the stock, and
advances for further expenses became to burdensome that with Dr. Nickerson's
consent I entered into an agreement with Mr. Chas. F. P. Pullen,
Cashier at that time of the German-American Bank of Milwaukee, to take
half of my interest and advance one-half of the expenses required. Upon
the signing of this agreement the assignment to me of a one-half interest
was cancelled, and a new assignment made of a one-quarter interest to me
and one-quarter interest to Mr. Pullen was made (see copy), and this
was recorded at Washington. When Mr. Pullen had advanced upon this agreement
some $800.00, the Bigelow bank failure at Milwaukee occurred, and as he
was spread out pretty much in his financial matters and was a borrower at
that bank he got into difficulties, could advance no more money, and
I was obliged to pay back what he had advanced and have the assignment
cancelled. Having every confidence in Dr. Nickerson, and having numerous
letters from him acknowledging my half- ownership in his inventions, without
having the assignment of a half-interest renewed to me I allowed matters
to run on as they were. The model was exhibited in Milwaukee and a number
of capitalists brought in to see it, but as many at Milwaukee had
invested in a typewriter company in Kenosha which had failed, no progress
was made, and we finally opened an office at Chicago and had to look into
it there. Finally an agreement was entered into verbally with an inventor
of an adding machine (which had been sold out to the Dayton concern and
had a large vacant factory and excellent financial connections) to take
over the patents on very satisfactory terms. On the following Monday
morning when he was to sign the papers, he went to the telephone to tell
me he would be down at our office between ten and eleven o'clock, and as
he went away from the telephone he fell down in the apartment from an
attack of heart disease, was in imminent danger of dying for some time,
was in charge of a trained nurse for a long period, and the deal was
abandoned. Through encouraging information obtained, we took the model to
Elgin, Illinois, interested a number of capitalists in it there, and
finally entered into an agreement with a Mr. Sawyer there for the
organization of a manufacturing company, and gave him an option for
$5,000.00 On receipt of this sum we settled for general expenses incurred
at that time, and divided what was left between us, according to our
equal ownership in the patents. A number of Elgin men had agreed to
join Mr. Sawyer in the manufacturing company at Elgin in substantial amounts,
but after Mr. Sawyer when East with Dr. Nickerson he became so impressed
with the magnitude of the opportunity to make a fortune out of these
typewriter patents that he wanted to control the whole business in the
little Star Mfg. Co. Plant owned by himself and a brother, stopped
negotiations with other capitalists at Elgin who had become interested, (and
one of whom, a Mr. Wood, had a large amount of money ($20,000.00) ready
to invest in the enterprise) delayed matters until Mr. Wood notified him
that he could wait no longer and had invested his money in additional
Creameries, began dickering with us about starting on a small scale in
their own little factory, until other people there had lost all interest,
and we finally got a release from Mr. Sawyer signed upon the repayment
to him within a short time of the $5,000.00 which had paid for the
option. Then we concluded to take the matter to Racine, and as my funds
had been practically exhausted and I was giving my whole time to typewriter
matters, Dr. Nickerson assured me that if we succeeded in having it taken
up there and a Company formed, he would undertake to have me paid for my
time and services there. (This he made no effort to do, and never
mentioned it afterward.) I succeeded in having $25,000.00 subscribed on
the basis of a $50,000.00 company, one-half of the stock to go for the
patents and the other half to be subscribed for at par, Dr. Nickerson to
have a salary of $3,000.00 a year, together with necessary travelling
expenses (See Prospectus) and $5,000.00 to be paid by the Company to
release the option held by Mr. Sawyer. It was understood between Dr.
Nickerson and I, or course, that upon the organization of this Company
one-quarter of the stock would be issued to me and that I should be
elected a Director of it. On the eve of this organization Dr. Nickerson
said he feared from some things he had learned that the whole deal would
fall through if he should assign that stock to me, and he prevailed
upon me to let that matter go for the present. Later he offered
to have our stock put in Escrow (See copy) which I declined. He stated
afterward that he had agreed with some of you gentlemen (without my
knowledge, of course) not to issue stock to me until a Manufacturing
Company was organized, and when I urged the issue of that stock to
me which he had no more right to hold than I had to hold
his stock, he plead this agreement as standing in the way of it. During
this time two tin boxes of private papers of mine were stolen from our
office in the Masonic Temple, (Mr. Kelmer asked me if I did not suspect
Mr. Nickerson) containing much relating to Typewriter matters. Having
lost confidence in Dr. Nickerson's sense of honor, I insisted upon a
paper in writing to show my ownership of stock. The best I could get from
him was an agreement to which, for purposes of his own, he insisted upon
adding a clause concerning possible non-payment of his salary by the Nickerson
Company (See copy), and having nothing else in writing from him, and as
he again declined to issue my stock to me, an having lost confidence in
his verbal assurances, I felt compelled to sign it with him. (At this time
I did not know that the assignments to me and Mr. Pullen had been recorded
at Washington)
The Company was organized at Racine. At the only meeting of Stockholders
which I was asked to attend, after the models had been completed at
the machine shop in Chicago, Mr. Carpenter said that he understood Dr.
Nickerson and I were to pay our own expenses in negotiating the
disposition of the Patents. I protested against that remark so
emphatically that he said: - "Well, Mr. Anderson need not bristle up
so." Dr. Nickerson before the close of the meeting was asked what his
estimate of the expenses would be, and replied:- "About $500.00 a
month, including my salary."
After this meeting and before the equipment of our office in Chicago,
I wrote to Mr. Carpenter on the subject (See his letter of Sept. 17th,
1906 and my reply thereto).
Shortly after this Dr. Nickerson rented a small office in the Fort
Dearnorn [sic] Bank Building and furnished it very meagerly with a cheap
rug, cheap typewriter desk and a few cheap chairs, paying for them out
of the funds of the Nickerson Typewriter Company in his hands. We began
negotiations at this time with Mr. S. A. Cook, of Neenah, Wis. He made
a proposition, finally, for the U. S. Patents (See his letter of Nov.
16th, 1908) which was accepted by the Nickerson Company. We afterward took
a machine to Appleton to have some of his friends see it there. He
overestimated his ability to interest his friends in it pecuniarily, which he
thought he could do without difficulty, and failing to get any of those
he counted on to come to Chicago to see it, he backed out of his agreement
and it was allowed to lapse. The little office in the Fort Dearborn Bldg.,
was very inadequate for our purposes, and with its very cheap furnishings
gave a very bad impression of the whole business. The funds of the Nickerson
Company, Dr. Nickerson said, were exhausted. The International Typewriter
Company had been organized with a large amount of money in its Treasury,
and Dr. Nickerson and I had been elected an Executive Committee of two
to manage its affairs, and I had been elected its Fiscal Manager with a
salary of $500.00 a month (which was about what I was receiving from
Byllesby & Co., in the position which I was obliged to give up in accepting
this appointment). I was Treasurer of the International Company also. It
was agreed between Dr. Nickerson and I that the International Company
should advance necessary funds for expenses and Dr. Nickerson's salary to
the Nickerson Typewriter Company, and with Dr. Nickerson's approval I
mentioned this to Mrs. Gilbert by letter at the time. This was not an
unreasonable arrangement, because the Nickerson Typerwriter Company
had exhausted its funds, and because the value placed upon the Foreign
Patents owned by the International Company, would depend very much
upon what was obtained for the United States Patents, which should first
be disposed of. There was a large sum in the Treasury of the International
Company at the time, and it was supposed then that it would not take
very long to negotiate the disposition of the U. S. Patents, or involve
very large amounts. Mrs. Gilbert approved of this idea (See her letter
in reply) and the arrangement was duly entered into. Purchases were made
and all bills made out to the Nickerson Typewriter Company (See bills)
and advances made for Dr. Nickerson's salary were receipted for by him
as "advanced for the Nickerson Typewriter Company by the International
Typewriter Company." (See receipts). I asked Dr. Nickerson to have the
directors of the Racine Company formally ratify this agreement. At this
time, through Dr. Fulton, a Chicago friend of mine, I went to Lansing to
interest people there in the Typewriter project. After working there
together for a few days, we got a number of wealthy men together in one
of the banks, after banking hours, and they agreed after a full discussion
of the matter, to take it up on the terms which I proposed provided my
statements were verified by the machine itself when submitted to their
inspection there, and adopted a resolution to that effect. Dr. Nickerson,
with two operators, and three or four machines, came to Lansing and in
rooms at the principal hotel there "demonstrated" its capabilities to
their satisfaction. The owners of the Oldsmobile Company were in negotiation
for the disposal of their interests to an Automobile Trust, and expected when
the deal was completed to have a large vacant factory for manufacturing. They
constituted the principal financial interest for the Typewriter enterprise
and the other men there were ready to join them in it, but they would not
conclude any binding agreement with us until their Syndicate Agreement with
the Buick Automobile Company was ratified and this was dragging along
with some uncertainty. I again asked Dr. Nickerson to have the
Racine Directors approve of his agreement on behalf of the Nickerson Company,
and he said: - "Just let it rest until this Lansing matter is completed
and I will have it passed upon them at the same time." As this was delayed
at Lansing, I wrote to Mr. Hand asking him to have the Directors approve
it, and read the letter to Dr. Nickerson before mailing it. (See copy of
my letter to Mr. Hand and his reply of May 19th, 1909). The Lansing
matter being delayed so long, and with much uncertainty, we took the
machines to Scranton, Pa., and began negotiations there. In the meantime,
having confidence in Dr. Nickerson's integrity and veracity, I let the
matter run along, although from time to time reminding him of his
neglect, but always making payments "for the Nickerson Typewriter Co."
for rent, employes, bills purchased by him in the name of the Nickerson
Typewriter Co. (See lease of office, bills, and receipts). He always
promised to have such action taken, and never at any time disagreed about
it, or objected to it. These expenses went far beyond any estimate we had
in mind when the agreement was entered into, but always seeming to be
about to complete a final disposition of the U. S. Patents, and having
gone into it, we felt obliged to continue it to the end.
From Scranton we went to New York to see a former Scranton man, and
finally completed arrangements with Mr. Watkins, accepted by the Racine
Company, which fell through on account of his involuntary bankruptcy.
After returning from New York we mailed to Mr. Hand a statement of
funds advanced for the Nickerson Typewriter Company. He wrote to Dr.
Nickerson about it, and Dr. Nickerson brought his letter to me at the
Commercial Bank Safe Deposit Vaults, saying he did not know just how
to reply to it. I said:- "The only way to reply is to it is to write him
that the bill is correct and that money was advanced by your authority." He
said he thought our claim would be against him personally and not
against the Nickerson Typewriter Company as they had not authorized it, and
that he thought he would reply to Mr. Hand saying he did not think it was
a legal claim. He said this as he started to go out. I said:-
"Nickerson, if you thought it were possible to cheat the International
Company out of that, would you be willing to take the moral
responsibility," and he passed on without replying.
After this we took up the Typewriter matter at Rockford, and with the
aid of Mr. Wilson, my son-in- law, and Mr. Welch, an attorney, we succeeded
in interesting Mr. Roper and others there, and Mr. Roper got a Syndicate
together to furnish the funds under an option accepted by the Nickerson
Company, but the report of his Patent Attorneys was not altogether favorable
and they dropped the matter, losing $2,000.00 paid to their Patent
Attorneys, and several hundred dollars paid to Dr. Nickerson. Dr.
Nickerson's expenses there (as well as his later expenses since the funds
of the International Company were exhausted by advances to the Nickerson
Company) have been paid by the Nickerson Company. My expenses at Rockford
were so small except for my railroad fare, as I stayed at my daughter's
that I have not put in a claim for them. (ed. Note: this last sentence
was later crossed off).
At a meeting of the directors of the International Company (Dec. 29 1910)
after Dr. Nickerson had spoken earnestly of its indebtedness to me (for
money advanced and salary unpaid) I was asked by Mr. Hannah if I would
accept an assignment of the indebtedness of the Nickerson Company to it
amounting to $16,300.00 in settlement of the indebtedness of the
International Company to me ($6,800.00), and although this was at considerable
loss to me, I accepted it, because Mrs. Gilbert had been urging the
collection from the Nickerson Company of money advanced, and this would
prevent serious litigation. Failing to get any settlement from the Nickerson
Company although I offered to take stock of an equal amount for it
in an enlarged company of $75,000.00, being made aware of a resolution
passed by the directors of the Nickerson Company (evidently unaware of the
righteousness of my claim, and of their legal liability for it) offering
a small sum of stock based upon sales of stock and speaking of the claim
I "asserted", and having lost all confidence in Dr. Nickerson, I was
obliged to put the matter in the hands of my attorney in order to had
it properly adjusted. When Dr. Nickerson after I had left New York made
an additional agreement with Mr. Watkins to make changes in the machines at
Chicago and advance one-half of the cost of doing so, he wrote asking me
if I would let my stock together with his be security for a loan to cover
the necessary amount, but I declined because out share of what had been
already advanced to the Nickerson Typerwriter [sic] Company amounted to
much more than our share of that would be (See his letter in reply).
The foregoing is a complete and accurate account of the whole undertaking
from the beginning until funds were exhausted and I could go no further.
I gave my whole time to the interests of the International Company and advanced my necessary expenses up to the time when my resignation was accepted, and for much of that time was seeking to dispose of a stock interest in it for funds to [ ] Foreign Patents and carry on the business of the Company. During much of this time I had an option on Nickerson's stock for this purpose. Several times I had negotiated a sale to put $15,000.00 in the Treasury but for one reason of another these deals fell through. Once I had completed a sale to a Mr. -- and the morning he was to have given his check for $15,000.00 he said his lawyer -- a German -- had advised him the evening before not to go into it until the German patents were issued, and these had not been issued at that time. Again, I had completed similar negotiations with Dr. Pinkley and when he was about to make the investment, he was offered a prominent position with a Trust Company in New York which he accepted instead.