chusetts and a trust company with which it has close
relations.

In October, 1902, the Insurance Commissioner received from
the president of the Prudential Insurance Company of America
a letter, transmitting a copy of a circular letter addressed
"To the field and home office staff" of the company. That
circular letter disclosed a plan of mutual control between
the insurance company and the Fidelity Trust Company, a
corporation organized under the laws of New Jersey. It
stated that:

"The capital of the Fidelity Trust Company is about to be
increased from $1,500,000 to $3,000,000, the new stock being
sold at $750 per share. This will result in giving the
Fidelity Trust Company a capital of $3,000,000, a surplus of
$13,000,000, and a considerable amount of undivided profits,
making this company, from the standpoint of capital and
surplus, as large if not larger than any similar institution
in the country. Sufficient of this stock will be taken by
the Prudential Insurance Company to give it, together with
its present very large holdings of Fidelity stock, absolute
control of that company. A very large portion of the balance
of said stock is to be taken by the Equitable Life Assurance
Society of New York, which will give to that company a very
substantial interest in the Fidelity Company, and therefore
justify it in materially increasing its business with the
Fidelity. The bulk of the new money thus to be received by
the Fidelity Trust Company is to be used by it in the
acquisition of a controlling interest in the entire capital
stock of the Prudential Insurance Company.... A contract has
been entered into between the Fidelity Trust Company and a
large majority of stockholders in interest of the
Prudential, in which the latter have contracted to sell
their holdings of Prudential stock, or as much as may be
necessary, to the Fidelity Trust Company on or before May
1st next, at $600 for every $100 of par value.... While by
this arrangement the Prudential Company will control the
Fidelity, and, on the other hand, the Fidelity will own a
majority of the capital stock of the Prudential, the annual
meetings of the two companies will be so arranged and other
arrangements be so made that the Prudential will forever be
the dominant