The daily morning journal and courier., 1901-12-31
INJUNCTION SERVED ON N. P.
fcontinued from First Page.)

pany, a New Jersey corporation, with
 a capitalization of $4OO,OO0,000, which
 was authorized to hold the securities Aof other corporations, the intention be- ling to cause majority of the stock Iof all three of the railway companies fto be transferred to the Northern Se- |curities company, thereby expressing [competition, regulating the tariff rates land conducting the entire business of he three systems as one corporation. hat the scheme was in violation of .he law of this state and other states
 through which the railway lines pass
 and against the laws of the United
 States.
 The bill also alleges that under the
 charter of the Northern Pacific Rail-
 way company and under the provisions
 of the reorganization agreement the
 preferred stock can be paid for and re-
 tired only out of the net surplus earn
 ings of the company and not otherwise;
 that notwithstanding these provisions
 the directors of the company, as the
 first step in transferring the control of
 the road to the Northern Securities
 company, have served notice upon the holders of the preferred stock that on
 January 1, 1902, they will retire such stock, that the plaintiff says that no
 meeting of the shareholders of the de- fendant company has been called to make the issue of the certificate of in debtedness or debenture bonds; that
 the board of directors Is without power to issue such certificates, as is the o+ ba .,f hn of the certificates of stock to the com mon stockholders in 1898, and by the reorganization agreements, it was pro- vided that the company should not put a mortgage upon the property of the Northern Pacific system, nor should the amount of the preferred stock be increased except by a consent of the majority of the holders of the whole of the preferred stock and the consent of the holders of the majority of common stock, to be voted separate ly, that it is proposed to substitute for the present preferred stock, which in no way constitutes lien upon the of the Northern Pacific conn pany and is not a charge against the earnings of the company and has no prior right over the common stock eX- cept' in priority of dividends, a con- negotiable security bearing in terest at the rate of four per cent. per annum, which interest Is to be fixed charge against the earnings of the and it's property and must be paid whether the earnings for any year amount to four per cent. upon said issue of convertible certificates, or not and under which, if default shall be made in the payment of said inter- sst, the entire property of the Northern Pacific Railway company may be sold to satisfy the judgments, and all equit-
 les and rights of the common stock holders extinguished.
 The bill sets forth that the scheme llready has provoked litigation, that )ther serious litigation will be insti- uted unless the defendant railway com ,any may be enjoined from carrying ut it's illegal scheme; and in this con- lection, it is alleged that proceedings ire about to be instituted against the Northern Securities company and the hree railroad companies by one or nore of the states through which the oads pass, to prevent the consolidation
 nd that this action will arouse hos He and punitive legislation on the part f all states through which the roads
 ass; and that in case the railway ompany should carry out and accom- fish the plans and schemes mentioned, will be subject to have it's charter ights forfeited.
 The bill then alleges that the North m Securities company was organized pr the sole purpose of uniting under | Is management and control the North l m Pacific, the Great Northern and the l 'hicago, Burlington and Quincy Rail pad company so that all competition | nay be prevented and exorbitant ! reight and passenger rates may be ob- | anied.
 The bill then prays for the writ of | ljunction as issued to-day by Judge | 'lliott of the district court of Henne- 1 in county, Minnesota.
 The order was issued on the applica- on of Peter Power of New York, who | olds hundred shares of the common | tock. It Is inferred, although 1t does ot so appear, that the present action brought in behalf of the Hartman lterest to prevent control passing out its hands for another year or until le legal standing of the Northern Se- lrities company is settled. The claims st up by Mr. Power in his suit is lat the retirement of the preferred .ock Is in violation of the agreement lat such retirement would lay no ad-
 tional burdens upon the common
 ock and he holds that he certificates debenture bonds, to be issued to ef-
 ct the retirement of the preferred
 ock, would become lien upon the ,mmon stock and thus work injury to
 s Droparty