The Cook County herald. [volume] (Grand Marais, Minn.) 1893-1909, 1902-06-21

($6,OO0, O00) Of the common stock In the
fall Of 1900, Mr.. Hill and said, Great
Northern shareholders discussed the
| question of putting their holdings of
Northern Pacific stock into the proposed
| holding company, as we'll as the sugges-
ton that all the other stockholders of the
Great Northern company should be given
the opportunity of selling and transfer
ring their shares to the holding COM
| pany, and that it's capital stock should
be made large enough to enable it to buy
such holdings, though it was not known
that the holders of any considerable
amount of Great Northern stock, other
than those above named, would desire to
make such transfer.
| No Alliance Intended.
At the time Of the purchase of the
| Burlington shares, it was not contem-
plated by either purchasing company,
or it's shareholders. that any alliance
| between the purchasing companies, or
| among their shareholders was needed to
preserve to each company it's fair share
Of the advantages secured by the pur-
chase. 1t was thought that the manifest
| interest of each company rendered any
| further guaranty or security needless.
! But pending or just after the conclu-
sion Of the negotiations for the Burling-
ton 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 million
dollars CS7S,OO0,OOO), being a clear ma
jority of the entire stock of that COM
| pany. The apparent intent Of such pur
! chase was to defeat and, if successful
! If w NIl osvO defeated the carrvipo
out of the purposes for which the Bur-
| lington shares had been bought by the
Great Northern and Northern Pacific
companies, and the development of the
| Interstate and International commerce
| of each of them, and would have subor-
| dlnated the policy Of each to an interest
adverse to both the Great Northern and
| Northern Pacific companies, and to the
| public served by their lines.
| To protect the interests of the share
| holders of the Northern Pacific company,
J. P. Morgan & Co. made additional pur-
| chases of Northern Pacific common STOCK
| which, with the holdings in said stock Of
| Mr.. Hill and other Great Northern share
| holders, who had disc Used with him the
| plan Of forming a holGing company, con-
| stituted about forty-two million dollars
! ($42O 00O), being majority of the COM
| mon stock. In view of the injury appra-
| hended to both companies, and to their
their interests in the future, the ,Irea
Northern shareholders holding Northern
Pacific shares, deemed it advisable that
the projected holding company should
have power to purchase not only their
cwn Great Northern and Northern Pa
cif1c shares, but also the shares of such
other Great Northern and Northern Pa
cific 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
| cific companies respectively. At this time
it was not expected by any of the persons
concerned that any Great Northern
shares except the said forty-two million
dollars ($42,O00,O00) would be acquired by
the proposed holding company. The or
ganization of such company was not de-
pendent on any agreement that it should
acquire majority Of the shares of eth
er defendant railway company. 1t would
have been organized if the Burlington
purchase had not been made, and if it's
promoters had had no other shares to
transfer to it than the thirty-four mil
lion dollars ($34,O00,OOO Great Northern
stock and the twenty million dollars $780,
00O,00O Northern Pacific stock, held by
them on May 1, 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.
Northern Pacific Line.
After it's organization this defendant
bought and still holds about one hundred
and fifty million dollars ($150, OOO,OOO) of
the stock of the Northern Pacific com
pany; and it has also purchased and ne
gotiated for the purchase of the stock of
the Great Northern company, as herein
before stated. Neither the said persons
who were concerned in the formation of
this defendant, nor the said persons from
whom it has acquired the stocks of said
railway companies nor this defendant it.
self since it's formation, nor it's stockhold-
ers, directors or officers, have planned or
intended that the stock of said railway
companies acquired by this defendant, or
any part thereof, should be held used, or
voted by it, or by its officers agents or
proxies, for the purposes of combining,
consolidating or placing under one com
| mon management or control, the railways
of the Great Northern and Northern Pa
cific companies, or the business thereof
or for the purpose of monopolizing or re-
straining competition between the said
railway companies; or for any other DUR
pose than the election by each of said
railway companies of a competent and
distinct board of directors, able and in
tending to manage each of them indie
P011ucuGy VI Iilc OlI1ei, anu 1OE the cement
of their shareholders 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 legislature of the State of
Wisconsin Incorporating the Northern Pa
cif1c Railway company, 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 stockholders, and that all the powers
of each corporation relating to said mat
tiers 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, either
in cash or it's equivalent, and in accord
ance with the provisions of its articles of
incorporation, and with the laws Of the
State of New Jersey. No agreement,
promise, or understanding has been made
between this defendant and any Of it's
stockholders or between it's stockholders
themselves or any of Them or between
said stockholders or any other persons or
corporations, that the stock Of this de-
PENDANT should be held. used or voted
! other than by each stockholder, separate
ly and individually. and in such way as
| he should see fit; and there has been no