The pioneer press. (Miller, Hand County, S.D.) 1893-190?, 1902-05-15

| $4,000 O0O) OF the common stock In the
| fall Of 1900, Mr.. Hin and said Great
| Northern shareholders discussed the
/ question OF putting their holdings OF
| Northern Pacific stock into the proposed
| holding company, as well as the sugges-
| ton that all the other stockholders Of the
l Great Northern company should be given
| the opportunity of selling and transfer
/ ring their shares TO the holding com
| pany, and that it's capital stock should
| be made large enough to enable ii To buy
| such holdings, though IT was not known
] that the holders of any considerable
/ amount OF Great Northern stock. other
than those above named. would desire to
make such transfer.
No Alliance Intended.
| At the time of the purchase of the
| Burlington shares, IL was not contem-
| plated by either purchasing company.
| or it's shareholders, that any alliance
! between the purchasing companies. or
among their shareholders was needed TO
\ preserve to each company its fair share
| of the advantages secured by the pur-
| chase. 1t was thought that the manifest
| interest of each company rendered any
/ further guaranty or security needless.
| But pending or just after the conclu-
! sion of the negotiations for the Burliag-
| ton stock. parties acting in the interest
| Of the Union Pacific railway system,
| did purchase Northern Pacific shares,
both common and preferred, to the
/ amount OF about seventy-eight million
dollars 5000 OO0), being a clear ma
jority OF the entire stock of that COM
| pany. The apparent intent of such pur-
| chase was to defeat and, II successful,
| II wbul ave 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
| inf 70 nj INT.
| of each of them, and would have subor-
| dinated the policy of each TO an interest
| adverse TO both the Great Northern and
| Northern Pacific companies. and TO the
| public served by their lines
| To protect the interests of the share
| holders of the Northern Pacific company,
| j. +. Morgan K 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 mad disc lssed with him the
| plan OF forming A holding company, con-
| stituted about forty-two million dollars
| (S42, 600 900. being a majority of the COM
/ mon stock. In view of the injury appre-
| hended TO both companies, and tn their
| shareholders. and the better to protect
| their interests in the future, the Grea
| Northern shareholders holding Northern
| Pacific shares, deemed il advisable that
| the projected holding company should
Il
cwn Great Northern and Northern Pa
! cihc shares. but also the shares of such
| other Great Northern and Northern Pa
| cihc shareholders az might wish to sell
| their stock to said holding company, 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
| cifc companies respectively At this time
| IL was not expected by any of the persons
| concerned that any Great Northern
| shares except the said forty-two million
dollars ($42 1000 OO0) would be acquired by
the proposed holding company. The or.
| ganization of such company was not de-
| pendent on any agreement that 1t should
| acquire a majority of the shares Of eth
| er defendant railway company. Ii would
| have been organized IL the Burlington
purchase had not been made, and IL it's
/ promoters had had no other shares to
transfer to it than the thirty-four mil
| lion dollars (S34 ,00O) Great Northern
stock and the twenty million dollars (s2O.-
| coo 900 Northern Pacific stock. held by
| them on May /, 1901. 1t was not known
| that all or how many of the shareholder.
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
| and fifty million dollars (SI50. .0OO) OF
| the stock of the Northern Pacific COM
| pany: and IL 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 IL has acquired the stocks OF said
| railway companies nor this defendant IT.
| self since its formation, nor it's stockhold-
| ers. directors or officers, have planned or
| intended that the stock of said railway
| companies acquired by this defendant, or
| any part thereof, should be held, used, or
| voted by IL, 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
| cific 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 than the election by each OF said
| railway companies of competent and
| distinct board of directors, able and in
| tending to manage each OF them indie
pendently of the other, and for the benefit
| OF their shareholders and of the public.
| BY the acts of the legislature OF the State
| OF Minnesota Incorporating the Great
| Northern Railway company. and by fhe
| acts of the legislature of the State of
| Wisconsin Incorporating the Northern Pa
| cific Railway company, IL is, in substance,
| provided that the business and affairs of
| each railway company shah be managed
| by a board OF directors. TO be elected by
| the stockholders, and that all the powers
! OF each corporation relating to said mat
| tiers shall be vested in such board.
Every share of stock issued by this de-
| PENDANT has been issued TO the persons
| and corporations receiving the same I'm
| good faith, for full value paid TO 1t, either
| in cash or its equivalent, and in accord
| ance with the provisions of It's articles of
| incorporation, and with the laws of the
| State OF New Jersey. No agreement,
| promise, or understanding has been made
| between this defendant and any OF its
| stockholders or between its stockholders
/ themselves or any of them, or between
| said stockholders or any other persons or
] corporations, that the stock of this de-
PENDANT should be held. used or voted
| other than by each stockholder. separate
/ ly and individually, and In such way as
| ne should see fit: and there has been nc
| agreement, promise or understanding be-
| tween said stockholders and any other
person or corporation, that they or any
| OF them should use, hold or vote their
stock in this defendant In association OF
! for any common purpose or object
| The owners and holders Of stock OF this
/ defendant are more than thirteen hun
| dred q, 300 In number and the ownership
| of the stock In being changed, from day
/ to day, by sales and transfers, In the
usual course of dealing The said per-
| sons who formed or were otherwise con-
| cerned in the formation OF this defendant
! have never all together, held, owned oil