Willmar tribune. [volume] (Willmar, Minn.) 1895-1931, 1902-05-14

the election by each of said railway COM
panies OF a competent and distinct board
of directors, able and intending to man
oSe and q for e bane of e 81
holders and Of the public. BY the acts of
the legislature of the state Of Minnesota
ing the ne Great II IN
ture Of the state Of Wisconsin incorpor-
atfng the Northern Pacific Railway com
Rany. it is. in substance. provided that
company shall be managed by a board Of
directors, to be elected by the stockhold-
ers, and that all the powers of each cor
vested in such board.
Every share of stock issued by this de-
PENDANT has been issued to the persons
good faith. for full value paid to it, eth
er In cash or its equivalent, and in ac-
cordance with the provisions: Of its arti-
OF the of 5fste of Ne ana with d the
ment, promise or understanding has been
made between this defendant and any
of It's stockholders, or between it's stock
holders themselves or any of them, or
between said stockholders or any other
persons or corporations, that the stock of
this this, Defendant ffroE should be held. used, or
separately and individually, and in such
way as he should see fit. and there has
been no agreement. promise or under
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 or object The owners and
holders of stock of this defendant are
more than thirteen hundred Q,30O in
is being changed, from day to day, by
sales and transfers, in the usual course
of dealing. The said persons who formed
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
has purchased or negotiated to purchase,
as above stated. Its authorized capital
was fixed by persons who planned it's
stockholder in each of the defendant rail-
stock to It, should he, see fit to do so,
ana SHOULD n this defendant desire to ae;
ample by those who planned the forma-
ton of this defendant to furnish the
means to pay for all such shares as
leave remaining large amount to be
used for the purchase of stock in other
corporations, not common carriers, which
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 it's formation,
nor any of those who sold their shares
of stock to it, have any purpose or in
or to lessen competition between said
railway companies. or to monopolize
traffic in any manner whatever; nor can
any such results follow from the forma-
point of fact, since the organization of
this defendant rates on the defendant
railway company's lines, including rates
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
fic, that is, traffic between common points
on the two roads, which is not COMPETE
tive both as to rates and quality of SER
vice with other carriers having equal
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
known as the "Anti-Trust Act"
This defendant is not railroad COM
pany, and It has no power to ope4 ale 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
were concerned in erganizing this SIDE defe Mo
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 a 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 competing rail-
way company has been acquired by it's
competitor, or the shareholders thereof;
such acquisition, including many of the
P5incpal f rail doing business
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
stocks to this defendant had no reason
to believe that such sales were open to
any legal objection or question what
ever.
No Attempt to Control Rates.
This defendant was not organized for
ho Of nj, o~sk
the stock of either the Great Northern
or the Northern Pacific Company, but
merely to purchase the stock of those
who wished. to sell, as above stated,
of controlling railway rates in the slight
est degree, and has had not had and
cannot have any such effect The trans
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
expressly, authorized by law, and have
or commerce among the several states
transactions should hereafter have any
effect to restrain trade or commerce
among the several states or with for
eign nations (Which is hereby, denied),
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:
!. The "Anti-Trust Act" was not n
tended to prevent or defeat an enter
prise. in aid of a great competitive inter-
state and international commerce, mere
ly because such enterprise may carry
with it the possibility of incidental re-
stralnt upon some commerce, trifling
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