The Saint Paul globe. (St. Paul, Minn.) 1896-1905, 1902-03-11

of some person or persons unknown to
the complainD friendly 70 and under the
influence Of the several defendants nam
ed and their associates aforesaid or some
of them and will either not be voted or
be voted in harmony with the Great
Northern stock held by the Northern Sc
curities company until the question of
the legality of this corporate device for
merging competing railway lines shall be
safely and judicially determined, when
such stock will either be turned over to
the Northern Securities company or con-
tinue to be held and voted outside said
company, but in harmony with the Great
Northern railway stock and voted with
it as may seem advisable.
Tenth-In further pursuance of the. un-
lawful combination or conspiracy afore-
said, the Northern Securities company
Subject it may be to the conditions nam
ed in the next preceding paragraph is
about to and will unless restrained by
the order of this court, receive and ac-
quire and hereafter hold and control as
owner and proprietor substantially all of
the stocks of the defendant railway cCm-
panieS issuing in lieu thereof it's own
capital stock to the full extent of the
authorized issue which upon the basis Of
exchange aforesaid the former stockhoid-
erS of the defendant railway company
will receive or have received and hold
about S. per cent thereof, the balance
going to the former stockholders of the
Northern Pacific Railway company.
Eleventh-No consideration whatever
has existed or will exist for the trans
fer, as aforesaid. of the stock Of the
defendant railway companies from their
company. other than the issue of the
stock of the Northern Securities COM
pany to them in exchange thereof for
the purpose, after the manner, and upon
the Northern Securities company
The Northern Securities company was
not organized in good faith to purchase
and pay for the stocks Of the Great
M ha Nnrthorp Do oil
way companies. 1t was organized solely
to accomplish the pooling of the stocks
of the said railway companies, and to
carry into effect the unlawful combina-
ton or conspiracy aforesaid. The North
ern Securities company is mere depos-
tory custodian, holder and trustee of the
stocks of the Great Northern and the
Northern Pacific Railway companies and
its shares of stock are but beneficial GER
tiicates, issued against aforesaid railroad
stocks to designate the interest of the
holder in the pool. The Northern Sc
curities company does not have and
never had any capital sufficient to war
rant such a stupendous operation. It's
subscribed capital was but $50 CO., and it's
authorized capital stock of $500. 600 900 is
just sufficient. when all is issued, to rep
resent and cover the exchange value Of
substantially the entire stock of the
Great Northern and Northern Pacific
Railway companies, upon the. basis and
at the rate agreed upon, which is about
$l22. 100000 in excess of the combined cap
ital stock Of the two railway companies
taken at par.
Twelfth-If the government fails to
prevent the carrying out Of the combina~
ton or conspiracy aforesaid. and the de-
PENDANT, the Northern Securities company.
Is permitted to receive and hold and act
as owner of the stock of the Northern
Pacific and Great Northern Railway
companies as aforesaid, not only will a
virtual consolidation Of two competing
transeontinental lines with the practical
pooling of their earnings be effected and
monopoly Of the interstate and foreign
commerce formerly carried on by them
as competitors De created, and all eff
fective competition between such lines
in the carrying of interstate and foreign
traf1c be destroyed, but thereafter to all
desiring to use 1t an available method
Will be presented, whereby, through the
corporate scheme or device aforesaid the
act of congress of July 2, 1890. entitled
An act to protect trade and commerce
against unlawful restraints and monopo-
lies, may be c1rcumvented and set at
naught, and all transcontinentaI lines,
indeed the entire railway systems Of the
country, may be absorbed, merged and
consolidated, thus placing the public at
the absolute mercy of the holding corpo-
ration.
Thirteenth-In furtherance of the pur-
pose and object Of the unlawful combina-
ton or conspiracy aforesaid to monopo-
lie or attempt to monopolize the trade
or commerce among the several states
and between such states and foreign
countries, formerly carried on in free
competition by the defendants, the North
ern Pacific and Great Northern Railway
companies and to place restraint there
on, the individual defendants named and
their associate stockholders of the rail-
way companies, have combined or con-
spired with ore another and with other
persons (whose names are unknown to
the complainant, but whom it prays to
have made parties to this action, when
ascertamed) to use and employ in addi-
ton to the corporate scheme or device
aforesaid or in aid thereof, various other
schemes and devices and instrumentales
the precise details of which are at pres
ent unknown to the complainant, but will
be laid before the court when ascerta!ned
by means of which unless prevented by
the order of this court, the object and
purpose of the unlawful combination or
conspiracy aforesaid may and will be ac-
complshed.
Prayer.
In consideration whereof, and inasmuch
as adequate relief in the premises can be
only obtained in this court the United
States of America prays your honors to
order, adjudge and decree that the COM
binationS or conspiracy hereinbefore de-
scribed is unlawful and that all acts done
or to be done in carrying it out, are In
derogaton of the common rights of all
the people of the United States and in
violation of the act of congress of July z.
1890, entitled "An act to protect trade
ard commerce against unlawful restraints
and monopolies,' and that the Defend
ants and each and every one OF them
and their officers, directors, stockholders,
agents and servants and each and every
one of them be perpetually enjoined from
doing any act in pursuance of or for tire
purpose of carrying out the same, and
in addition, that the several defendants
be respectively enjoined as. follows:
First-That the defendant the Northern
Securities company, its stockholders, OF
ficers directors, executive committee and
its agents and servants and each ana
ed from purchasing, acquiring, holding.
voting whether by proxy or otherwisel
or in any manner acting as the owner OF
any Of the shares of either the Great
Northern or Northern Pacific railway
companies and that mandate Injunction
may be issued requiring the northern
Securities company to recall ana cancer
any certificates Of stock issued by II IN
purchase of or in exchange for any OF the
shares of the capital stock of either Of
said railway companies, surrenderlng IN
return therefor to the holders Thereon the
certificates of stock in the respective
railway companies IN lieu OF WHICH they
were issued.
Second--That the defendant, the North
cru Pacific Railway company, its Stock
holders, officers, directors, agents and
servants. and each and everyone or them
Re perpetually enjoined from In any man
Her recognizing or accepting the North
arm Securities company as the owner Or
! holder Of any shares of its capltal STOCK
and from permitting such company to
vote such stock, whether by proxy or
otherwise, and from paying any div
idends upon such stock to said company
or its assigns. unless authorized by this
court, and from recognizing as valid IN
any transfer, mortgage. pledge or as
| signment by such company of any stock
| unless authorized by this court.
Third-That the Great Northern Rail-
| way company, its stockholders, officers,
| directors agents and servants, and each
and every one of them be perpetually
| enjoined from in any manner recognizing