The Indianapolis journal. [volume] (Indianapolis [Ind.]) 1867-1904, 1901-12-31
BLOW At A MERGER
INJUNCTION AGAINST THE NORTH
ERN PACIFIC RAILWAY COMPANY.
officials Restrained from Retiring
Any Portion of the Preferred
stock of the Road.
AIMED At MR.. HILLS SCHEME
EFFORT TO PREVENT CONsOLIDA-
TION OF PARALLEL RAILWAYS,
Which. IL Is Alleged. Is Intended to
Be Done Through the Northern
Securities Company.
$34,00O,O00 CHECK DRAWN
WHICH WAS INTENDED TO DE USED
IN PAYING FOR THE STOCK.
Restraining Order Served on Presi-
dent MeIIen-Speech by Gov. Van
SAINT at Helena Conference.
Which. IL Is Alleged, Is Intended 60
Be Done Through the Northern
Securities Company.
S34,00o,000 CHECK DRAWN
WHICH WAS INTENDED TO DE USED
IN PAYING FOR THE STOCK.
Restraining Order Served on Presi-
dent MeIIen-Speech by Gov. Van
SAINT at Helena Conference.
soecIal TO the Indianapolis Journa-.

Special TO the indianapolis Journai
MINNEAPOLIS. Dec SO.-The proposed
merger of the Northern Pacific. the Great
Northern and the Chicago, Burlington *
Quincy railroad companies received a legal
blow to-day when Judge Elliott. of the
Hennepin county District Court, granted
temporary Injunction restraining the North
ern Pacific Company from retiring its pre-
ferred stock. The retirement of this stock
was TO have taken place on Jan. l, and 1t
is said a check for S34OO0OOO was drawn at
New York to-day by the j. p Morgan bank
ing house for the purpose. The restraining
order was served on President Mellen
Immediately after its issuance. and the
New York officials Of the company were
notified by telegraph of the action Of the
court. Meanwhile Governor Van SAINT is in
conference at Helena with the Governors
and attorneys general of other Northwest
ern States with the view OF taking drastic
action TO prevent the Northern Securities
Company. which is engineering the merger.
from carrying out its plans.
The bin OF complaint in connection with
the application for the injunction contains
q twofold attack The first ground of at
tack is that such disposition substitutes for
noncumulative preferred stock. which con-
stitutes no lien or charge of any kind
against the property, debenture bonds with
fixed annual interest. which is liable TO be
merged at any time in a nen-if not al
ready-contrary to any provisions of the
reorganization that no mortgage or lien
shan be placed on the property. The SEE
ond ground is that the attempted retire
mont or the preferred stock is merely one
step to a general scheme which is illegal
and which is charged to be a conspiracy
TO throw the management of three com
peting and parallel railroads into the hands
OF New Jersey corporation and the atti-
davit and bill sustain the charge that this
is merely an attempt TO control these three
roads by one foreign corporation.
JUDGE LAMBS VIEWS
Judge Lamb, OF New York, said: I'm any
discussion of the matter that takes place
IN the open court il is probable the signed
statement recently given out by Mr. Hill,
in which he attempts TO justify his posi-
tion, will be used. because that statement
frankly admits that the attempted retire
ment of the preferred stock is merely
step in the general scheme to vest the
management OF the three properties in the
hands Of the Northern Securities Company.
and this is considered as a very clear ad-
Company is limited by charter and the
organization to the condition that it can
tire the preferred stock on one day only
in each year-Jan. ]"
The restraining order was issued on
the application of Peter Power. of New
York. who holds a hundred shares of the
common stock. Ii is supposed that the fail
ure of the action brought in the New York
courts by holders of preferred stock cleared
away the last obstacle to the retirement
OF the preferred on Jan. /. leaving the Hill
interests in control of the road through it's
majority Of the common stock. 1t is in
ferred. although il does not so appear,
that the present action is brought in behalf
OF the Hartman interest to prevent con-
troll passing out OF its hands for another
year until the legal standing Of the
Northern Securities Company is settled
The claim set up by Mr.. Power is that the
retirement OF the preferred stock is in vio-
lation OF the agreement that such retire
ment would lay no additional burdens upon
the common stocks, and he holds that the
certificates OF debenture bonds 10 be issued
10 effect the retirement OF the preferred
would become lien upon the common
stock, and thus work an injury TO his prop-
erty. IL is understood the block OF 100
shares held by Power is the only block of
common not hitherto controlled and def
n1tely located on one side or the other, the
Hartman people or the Hill-Morgan inter
ests
WHAT THE INJUNCTION DOES
rhe Injunction enjoins and restrains the
Northern Pacific Railway COMPANY from
issuing selling any certificates of in
dehtedness or debenture bonds or other
evidence or evidences of Indebtedness or
creating any Indebtedness. or liability
either direct or contingent, OF any de-
sCriptiOn for the purpose or object of rais
ing money with which TO pay or retire the
preferred stock OF the Northern Pacific
Railway Company. or any portion there
OF. from using or approximation OF any
moneys or proceeds other than the ordinary
or surplus net earnings OF the Northern
Pacific Railway Company for the pa vrnent
ana retirement OF the preferred stock of
any company. or any part thereof: and also
from creating any Indebtedness OF liability
other than the ordinary indebtedness and
liability for the operating expenses OF its
railroad system; and the indebtedness and
liability now existing which would be- a
preference or take precedence of the com
mon stock OF said company: also from plac-
ing rs property, or any part thereof. or
the management OF its railway system or
any part thereof. IN the possession or under
the control. either directly indirectly
or the Northern Securities Company or
from entering into any agreement or ar
rangemeut. either directly or Indirectly
through the medium OF the Northern Sc
cartties Company. or otherwise. with the
Great Northern Railway Company the
Chicago. Burlington Quincy Railway
Company, or either OF them. for the puT-
pose Of causing the railway system owned
and controlled by the Northern Pacific
Railway 1mpany. 10 be- operated In CON
nectiOn with, or under the same rules or
by the same authority the Great North
ern Railway Company. and the Chicago.
Burlington A Quincy Railway Company
or either OF them or from entering into
any agreement with said compa MES or
either OF them, for the purpose OF avoiding