Reporter and farmer. [volume] (Webster, Day County, Dakota [S.D.]) 188?-1946, 1902-05-15

r. Morgan & Co. held about sir million
Ho,vco,VOOD OF the common stock In the
,ah or 1900. Mr.. HIN and sala Great
Nortnern shareholders discussed the
sNaloh OF putting their holdings of
vtulern racine stock into the proposed
noiulng company, as we'll as the sugges-
Ilon that all the other stockholders Of the
Great Northern company should be given
~ opportunity of selling and transfer
ing thelr shares to the holding COM
pany, and that its capital stock should
oe maoe large enough to enable il TO buy.
such holdings, though it was not known
that the holders of any considerable
amount OF Great Northern stock, other
thah those above named, would desire TO
MAKE such transfer.
No Alliance Intended.
Al the time of the purchase of the
burlington shares, it was not contem-
plated by either purchasing company,
or its shareholders, that n alliance
tive the purchasing companies, or
among their shareholders was needed 70
preserve to each company it's fair share
OF the advantages secured by the pur-
chase. II was thought that the manifest
interest OF each company rendered any
further guaranty or security needless.
But pending or just after the conclI-
sion of the negotiations for the BurIing-
ton stock, parties acting in the interest
or the Union Pacific railway system,
did purchase Northern Pacific shares,
both common n preferred. TO the
amount of about seventy-cight million
uolars SIS,OOO, 00O, being a clear ma
Jority of the entire stock OF tina com
pany. The apparent intent OF such pur-
chase was to defeat and, If successful,
II wLul nSvr defeated, the carrying
out OF the purposes for which the Bur-
lington shares had been bought by the
Great Northern and Northern Pacific
companies, and the development Of the
interstate and international commerce
OF each of them, and would nave subor-
dinated the policy of each to an interest
ADVERSE to both the Great Northern M
Northern Pacific companies, and to the
public served by their lines.
To protect the interests of the share
holders Of the Northern Pacific company,
]. +. Morgan & Co. made additional pur-
chases of Northern Pacific common stock,
which, with the holdings in said stock Of
Mr.. Hill and other Great Northern share
holders, who had disc Used with him the
plan OF forming a holding company. con-
stttuted about forty-two million dollars
C$42 ,OOO,o O0), being a majority of the COM
mon stock. In view of the injury apprs-
hended to both companies, and to their
shareholders, and the better to protect
their interests in the future, the Grea
Northern shareholders holding Northern
Pacific shares, deemed it advisable that
the projected holding should
have power to purchase not only their
cwn Great Northern and Northern Pa
cif1c shares, but also the shares of such
other Great Northern and Northern Pa
ciffc shareholders as might wish to sell
their stock to said holding and
the shares of companies already formed,
and others that might be formed for the
purpose of aiding the traffic or operations
of the Great Northern and Northern Pa
clhc companies respectively. At this time
it was not expected by any of the persons
concerned that any Great Northern
shares except the said forty-two million
dollars ($42, o00, O00) would be acquired by
the proposed holding company. The or
ganization Of such company was not de-
pendent on any agreement that II should
acquire a majority of the shares of eth
er defendant railway company. 1t would
have been organized If the Burlington
purchase had not been made, and If its
promoters a had no other shares to
transfer to it than the t%hirty-four mil
lion dollars G$34, 600 1000 Great Northern
stock and the twenty million dollars (S20,-
000,0 00) Northern Pacific stock. held by
them on May i, 1901. 1t was not known
that all or how many of the shareholders
of either OF the railway companies would
be likely to transfer their shares to this
defendant when formed.
+" Northern Pacific Line.
After it's organization this defendant
bought and still holds about one hundred
and fifty million dollars ($150, 0O0, 600 Of
the stock Of the Northern Pacific COM
pany; and it has also purchased and ne
gotiated for the purchase of the stock Of
the Great Northern company, as herein
before stated. Neither the said persons
who were concerned in the formation Of
this defendant, nor the said persons from
whom it has acquired the stocks Of said
railway companies nor this defendant it.
self since it's formation, nor its ~stockhold-
ers, directors or officers, have planned or
intended that the stock Of sale railway
companies acquired by this defendant. or
any part thereof, should be held, used. or
voted by 1t, or by its officers. agents or
proxies, for. the purposes of combining,
consolidating or placing under one COM
mon management or control, the railways
of the Great Northern and Northern Pa
cihc companies, or the business thereof,
or for the purpose of monopolizing or re-
straining competition between the said
railway companies; or for any other pur-
pose h the election by each Of said
railway companies Of a competent and
distinct board Of directors, able and in
.ERr@iszmF sasaTgm ~