River Falls journal. [volume] (River Falls, Pierce County, Wis.) 1872-2019, 1902-05-15


pany it is, in substance, provided that
the business and affairs of each railway
company shall be managed by board of
directors, to be elected by the stockhod-
ers and that all the powers of each cor
poration relating to said matters 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 in
good faith for full value paid to it, eth
er in cash or it's equivalent, and in ac-
cordance with the provisions of it's arti-
Giles of Incorporation, and with the laws
of the state Of New Jersey. No agree
ment promise or understanding has been
made between this defendant and any
of it's stockholders, or between its stock
holders themselves or any of them, or
between said stockholders or any other
persons or corporations, that the stock of
voted other than by, each stakeholder,
separately and individually, and in such
way as he should see fit, and there has
been no agreement, promise or under
standing between said stockholders them
selves or any of them. or between said
stockholders and any other person or cor
use hold or vote their stock in this de-
PENDANT in association or for any COM
holders of stock of this defendant are
more than thirteen hundred Q,300) in
number, and the ownership of the stock
is being changed, from day to day, by
sales and transfers, in the usual course
Of dealing. The said persons who formed
or were otherwise concerned in the for
together, held, owned or otherwise con-
trolled an amount of stock of the said
company equal to so much as one-third
of the whole amount thereof now out
standing. This defendant has no con-
tract or obligation to purchase or acquire
any shares whatever in either railway
company. in addition to those which it
has purchased or negotiated to purchase,
as above stated. It's authorized capital
organization to enable it to give to each
stockholder in each of the defendant rail
way. companies an opportunity to sell his
stock to 1t, should he see fit to do SO,
and should this defendant desire to &C
quire it. The sum fixed was deemed
ample by those who planned the forma-
means to pay for all such shares as
would likely be acquired by it, and to
used for the purchase Of stock in other
corporations, not common carriers, which
this defendant might consider beneficial
to acquire. This defendant was not
formed as a. scheme or a device to evade
the act of Congress known as the anti
Trust Act" or any other law whatever,
but solely for the purposes hereinbefore
stated.
No Intent to Restrain Commerce.
This defendant was not formed, nor did
any of those concerned in its formation,
nor any of those who sold their shares
of stock to it, have any purpose or in
tention, to restrain trade or commerce,
or to lessen competition between said
railway companies, or to monopollze
any such results follow from the forma-
ton or operation of this defendant. In
point of fact, since the organization of
this defendant rates on the defendant
railway company's lines, including rates
to and from points common to both,
have voluntarily been so reduced as to
decrease their earnings by upwards of a
million of dollars annually. For all in
terstate commerce on the lines of either
the defendant railway companies, except
traffic beginning and ending on their own
lines respectively, the rates are fixed by
joint tariffs with connecting lines. In
respect to all such traffic neither of the
defendant companies has ever had or
can have, any independent rate-making
power or control of traffic or rates. All
joint tariffs with other companies to or
from points common to the lines of the
defendant railway companies have al
ways been, and necessarily must be, the
same, whether the traffic is carried by
one or the other of said companies. The
total amount of all other interstate traf-
fic, that is, traffic between common points
on the two roads, which, is not competi-
tive both as to rates and quality of SER
vice with other carriers having equal
rate-making power with them is less
than two per cent of the total interstate
traffic of the two companies.
Not in Violation of Law.
The sale and transfer of property,
whether in the form of shares of corpor-
ate stock or otherwise, has never been
adjudged to be-, and is not, in violation
known as the ANTITRUST Act
This defendant is not a railroad COM
pany, and it has no power to operate or
manage railways or make or control
rates of transportation, nor to monopolize
or restrain traffic of any kind. So far
from intending to violate any provision
of said act of Congress, the persons who
were concerned in organizing this defend
ant and those who have sold their shares
to it, had every reason to believe, and
did believe, that such sales were not in
any way contravention of that act. In
common with the general public they
were aware that during the eleven years
since the passage of that act, in many
instances the stock of a competing rail-
way company has been acquired by it's
| competitor, or the shareholders thereof;
principal railways doing business
throughout the. country. This has been
done without objection from any branch
of the government of the United States,
and has invariably proven beneficial to
the railway companies concerned and to
the public; and those making sales of
to believe that such sales were open to
any. legal objection question what
ever.
No Attempt to Control Rates.
This defendant was not organized for
the purpose of acquiring a majority of
the stock of either the Great Northern
or the Northern Pacific Company, but
merely to purchase the stock of those
and was not organized for the purpose
of controlling railway rates in the slight
est ueSTS6, anu IldS Ildu not ndu anu
cannot have any such effect. The trans
actions referred to in the petition have
consisted in the organization of a lawful
corporation, and the purchase of prop
erty by it. All acts done in relation to
the organization of this defendant and in
the conduct of it's business have been
expressly authorized by law, and have
had no effect whatever to restrain trade
or commerce among the several states
or with foreign nations. If these lawful
transactions should hereafter have any
effect to restrain trade commerce
among the several states or with for
eign nations (Which is hereby denied),
that effect would be merely indirect, re-
mote, incidental and collateral, and not
intended, and as nothing compared with
the great expansion of the volume of
interstate and international commerce
which was intended, and which this de-
PENDANT believes is destined to result
from the enterprise of the two railway
companies, that eliminated in the pur-
chase of the Burlington stock
And this defendant says:
l. The ANTITRUST Act was not IN
tended to prevent or defeat an enter
prise in aid of a great competitive inter-
state and international commerce, mere
with it the possibility of incidental re-
straint upon some commerce, trifing
both as respects territory and volume.
g Nor was the act intended to limit
the power of the several states to create
corporations, define their purposes, fix
the amount of their capital, and deter
mine who may buy, own and sell their
stock.
g. Otherwise construed the act would
be unconstitutional, because:
The power to regulate commerce with
foreign nations and among the states