Griggs courier. (Cooperstown, Griggs Co., Dak. [N.D.]) 1885-1902, 1902-05-15


which. with the holdings in said stock OF
Mr.. Hill and other Great Northern share
holders who had discussed with him the
plan OF forming a holding company. con-
stttuted about forty-two million dollars
($42 900 .000). being majority Of the
common stock. In view OF the injury ap-
pretended to both companies. and to their
shareholders. and the better to protect
their interests in the future. the Great
Northern shareholders holding Northern
Pacific shares, deemed 1t advisable that
the projected holding company should
have power to purchase not only their
own Great Northern and Northern Pa
cfflc shares. but also the shares Of such
other Great Northern and Northern Pa
chic shareholders as 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
cffic companies respectively. At this time
1t was not expected by any of the persons
concerned that any Northern Pacific
shares except the said forty-two million
dollars ($42 200, 000) would be acquired by
the proposed holding company. The 6f-
ganization OF such company was not de-
pendent on any agreement that. It should
acquire a majority Of the shares OF either
defendant railway company. It would
have been organized II the Burlington
purchase had not been made. and II its
promoters had had no other shares to
transfer to it than the thirty-four mil
lion dollars ($34.000,0OO) Great Northern
stock and the twenty million dollars $780,
0OO, O0O) Northern Pacific stock, held by
them on May 1, 1901. It 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. After its organ
ization this defendant bought and still
holds about one hundred and fifty million
dollars ($150, 900, 000) of the stock of the
Northern Pacific company; and 1t has al
SO purchased and negotiated for the pur-
chase Of the stock Of the Great Northern
company, as hereinbefore stated. Meth
er the said persons who were concerned
in the formation Of this defendant, nor
the said persons from whom 1t has ac-
quired the stocks of said railway COM
panies, nor this defendant itself since its
formation, nor its stockholders. directors
or officers. have planned or intended that
the stock Of said railway companies ac-
quired by this defendant. or any part
thereof, should be held. used, or voted
by it. or by its officers. agents or proxies,
for the purpose of combining, consolidat-
ing or placing under one common man
agement or control, the railways Of the
Great Northern and Northern Pacific COM
panies, or the business thereof; or for
the purpose OF monOpOlizing or restrain
ing competition between the said railway
companies; or for any other purpose than
the election by eacn of said railway COM
panies Of a competent and distinct board
Of directors, able and intending to man
age each Of them independently Of the
other. and for the benefit Of their share
holders and of the public. BY the acts of
the legislature of the state of Minnesota
Incorporating the Great Northern Railway
company. and by the acts Of the legisla-
ture of the state Of Wisconsin incorpor-
ating the Northern Pacific Railway COM
pany. 1t Is, in substance. provided that
the business and affairs Of each railway
company shall be managed by q board OF
directors, to be elected by the stockhold-
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-
fendant has been issued to the persons
and corporations receiving the same in
good faith, for full value paid to 1t, eth
er in cash or its equivalent, and In ac-
cordance with the provisions of its arti-
cles 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 its 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
this defendant should be held, used, or
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
poration, that they or any of them should
use. hold, or vote their stock in this de-
PENDANT In association or for any COM
mon purpose OF object. The owners and
more than thirteen hundred Q,3OO) 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
nation Of this defendant have never, all
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. Its authorized capital
was fixed by persons who planned its
organization to enable 1t to give to each
stakeholder 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 ac-
quire it. The sum fixed was deemed
ample by those who planned the forma-
ton Of this defendant to furnish the
means to pay for all such shares as
would likely be acquired by 1t, and to
leave remaining large amount to be
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 scheme or 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,
OF to lessen competition between said
railway companies, or to monopolize
traffic in any manner whatever; nor can
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
fn%o 70 hot