New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1902-03-11

Company upon the agreed basis of exchange OF
S1l5. par value, Of the capital stock OF me
Northern Securities Company for each snare
OF the capital stock OF the Northern Paclnc
Railway Company; and thereafter the Northern
Securities Company offered TO the stockholders
Of the defendant railway companies TO issue
and exchange its capital stock for the capltal
stock Of such railway companies upon the basls
OF exchange aforesaid, no other consideration
being required.
POSSIBLE RESTRAINT OF TRADE
The defendant. the Northern Securities Com
pany has acquired an additional amount OF the
stock Of the defendant railway companies. issu-
ing in lieu thereof its own stock upon the basis
of exchange aforesaid and is now holding, as
owner and proprietor substantially all of the
capital stock of the Northern Pacific Railway
Company and, complainant believes, ma
Jority Of the capital stock Of the Great North
ern Railway Company.
BY reason whereof a virtual consolidation
under ownership and source Of control or
the Great Northern and Northern Pacific Rail-
way systems has been effected, combination
OF conspiracy in restraint of the trade or COM
merce among the several States and with for
eign nations formerly carried on by the de-
PENDANT railway companies independently and
In free competition one with the other has been
formed and is in operation, and the defendants
are thereby attempting to monopoize and have
monopolized such interstate and foreign trade
or commerce. to the great and irreparabe
damage of the people of the United States, in
derogation of their common rights. and in viola
ton of the act of Congress of July >. 1890,
titled AN Act to Protect Trade and Commerce
Against Unlawful Restraints and Monopolies."
IL
pany, has not acquired large majority Cf the
capital stock Of the defendant. the Great North
ern Railway Company, ii is because the indi-
Hlduai defendants named and their associates
in the combination or conspiracy charged in this
petition, some of them, since 1t became ap-
parent that the legality of their corporate de-
vice for the merger Of the stock of competing
railway companies through the fundamentally
OF a central or holding corporation would be
sssailed in the courts, have purposely withheld,
y or caused to be withheld, large amount of the
capital stock of said railway company from
transfer for the stock of the Northern Securities
Company. and have purposely discouraged and
prevented the transfer and exchange Of such
stock for the stock of the Northern Securities
Company all for the purpose of concealing the
real scope and object Of the unlawful combine
ton, or conspiracy, and Of deceiving and mis-
leading the State and federal authorities and
of furnishing a ground for the defence that the
Northern Securities Company does not hold
clear majority of the stock Of the Great North
ern Railway Company.
A CHARGE OF BAD FAITH
The Northern Securities Company was not
organized In good faith to purchase and pay for
the stocks of the Great Northern and the North
ern Pacific Railway companies. 1t was organ
tied solely to incorporate the pooling Of the
stocks of said companies and TO carry into effect
the unlawful combination conspiracy afore-
said. The Northern Securities Company is a
mere depositaTy custodian. holder and trustee
OF the stocks OF the Great Northern and the
Northern Pacific Railway companies. and its
shares OF stock but beneficial certificates
issued against said railroad stocks TO designate
the interest OF the holders in the pool. The
Northern Securities Company does not have. and
never had, any capital sufficient 10 warrant such
stupendous operation. It's subscribed capital
was but $4,000 and it's authorized capital stock
OF SA00090000 is Just sufficient when all issued
Z 90 represent and cover the exchange value Of
substantially the entire stock of the Great
+ Northern and Northern Pacific Railway COM
panies. upon the basis and at the rate agreed
upon-which is about S122, 100000 in excess of
the combined capital stock OF the two railway
companies taken at par.
3 If the government fails to prevent the carry
ing out or this combination or conspiracy, not
only will a virtual consolidation Of two Compel
ing transcontinental lines, with the practical
pooling OF their earnings, be effected, and
monopoly OF the interstate and foreign com
fnerce formerly carried on by them as conpeIl-
tors be created, and all effective competition
between such lines in the carrying OF interstate
and foreign traffic be destroyed, but thereafter,
10 all desiring TO use il, available method
will be presented whereby. through the
perate scheme or device aforesaid. the act OF
Congress of July 2. 1890 may be circumvented
and set at naught, and all transcontinental lines
indeed, the entire railway systems Of the coun-
t1y--lnay be absorbed, merged and consolidated,
thus placing the public at the absolute mercy
OF the holding corporation.
THE ATTORNEY GENERALS PLEA
The petition prays that the Northern Securl-
ties Company. its stockholders officers. etc, be
perpetuay enjoined from purchasing. voting.
etc. any of the shares of the capital stock Of
either the Northern Pacific or Great Northern
companies and that a mandatory injunction
may issue requiring the Northern Securities
Company TO recall and cancel any certificates
Of stock issued by it in purchase Of or in ex-
change for any Of the shares OF the capital
stock of either of the said railway companies,
surrendering in return therefor the certificates
OF stock in the respective railway companies in
lieu of which they were issued. It is also asked
that the defendants, the Northern Pacific and
the Great Northern Railway companies, their
officers. stockholders. etc. be perpetually en-
Joined from in any manner recognizing or &C
cepsing the Northern Securities Company
the owner or holder OF any Of the shares OF their
capital stock, etc,
The petition is signed by Milton D. Purdy,
attorney Of the United States for the District
OF Minnesota, Philander c. Knox, Attorney
General OF the United States. and John K. Rich
ards, Solicitor General Of the United States.