Washington standard. [volume] (Olympia, Wash. Territory) 1860-1921, 1902-05-16

panles or among their shareholder
was needed TO preserve to each com
pany its fair share of the advantage.
secured by the purchase. 1t was
thought that the manifest interest ol
each company rendered any further
guaranty of security needless. But
pending or just after the conclusion oi
the negotiations for the Burlington
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 mil.
lion dollars ($7S,9OO,OOOO, being a
clear majority of the entire capital
stock OF that company. The appar.
ent intent OF such purchase was to de-
feat and, if successful, it would have
defeated, the carrying out of the pur.
poses for which the Burlington shares
had been bought by the Great North.
ern and Northern Pacific companies,
and the development of the interstate
and international commerce OF each
of them, and would have subordinated
the policy of each to an interest ad-
verse to both the Great Northern and
Northern Pacific companies, and to
the public served by their lines.
To protect the interest of the share
holders of the Northern Pacific com
pany, ]. p. Morgan & Co. made ad.
ditional purchases OF Northern Pacific
common stock, which, with the hold.
ings in said stock Of Mr.. Hill and
other Great Northern shareholders
who had discussed with him the plan
of forming holding company, con.
stituted about forty-two million dol
lars ($42, 600, ,OO0, being a majority OF
the common stock. In view OF the
injury apprehended to both compan-
les, and to their shareholders, and the
better to protect their interests in the
future, the Great Northern share.
holders holding Northern Pacific
shares, deemed it advisable that the
projected holding company should
have power to purchase not only
their own GreatNorthern and North
ern Pacific shares, but also the shares
Of such other Great Northern and
Northern Pacific 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
citic companies respectively. At thfs
time it was not expected by any oil
the persons concerned that any North.
ern Pacific shares except the forty-two
million dollars ($42, ,0OO, ,OOU would be
acquired by the proposed holding COM
pany. The organization of such COM
pany was not dependent on any
agreement that it should acquire a
majority Of the shares of either de.
fendant railway company. 1t would
have been organized if the Burlington
purchase had not been made, and il
its promoters had had no other shares
to transfer to it than the thirty-four
million dollars 1884 OOO,OOD Great
Northern stock and the twenty mil.
lion dollars ($2O. .OOO, ,OOO) Northern Pa.
cific stock, held by them on May l,
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.
After its organization this defend.
ant bought and still holds about one
hundred and fifty million dollars
($150, ,O0O,0OO of the stock of the
Northern Pacific company; and it has
also purchased and negotiated for the
purchase of the stock OF the Great
Northern company, as here,obefore
stated. Neither the said persons who
we're concerned in the formation
OF this defendant, nor the said per-
sons from whom it has acquired the
stocks OF said railway companies. nor
this defendant itself since its forma-
ton, nor its stock holders, directors or
officers, have planned or intended
that the stock of said railway com.
panies acquired by this defendant, Oh
any part thereof, should be held, used,
or voted by it, or by its officers, agents
or proxies, for the purposes of COM
bining, consolidating or placing under
one common management or control
the railways Of the Great Northern
and Northern Pacific companies, o.
the business thereof, or for the pur
pose of monopolizing or restraining
competition between the said railwa,
companies; or for any other purpos'
than the election by each OF said rail
way companies of competent ant
district board of directors, able an,
intending to manage each OF then
independently of the other, and 10
the benefit of their shareholders ant
Of the public. By the acts of tn
legislature OF the State OF Minnesot
Incorporating the Great Northern
Railway Company, and by the acts Q
} the legislature of the State OF Wiscon
, sin incorporating the Northern Pa
ciic Railway Company, it is. in sui
, stance, provided that the business an
: affairs of each railway company sha
: be managed by board OF directors, t
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