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

Northern Pacific Railway company were
no longer to hold an interest in the prop
erty OF draw their dividends from the
ed;l lD%s of the Northern Pacific system
and the individual stockholders of the
Great Northern Railway company were
no Longer to hold an interest in the
property or draw their dividends from
the earnings of the Great Northern sys-
TEN, but having ceased to be stockhold-
ers IN the railway companies and having
become StocF holders in the holding cor
dendS from the earnings of both sys
TENS, collected and distributed by tie
holding cc-pol aIion. In this manner, fy
making the stakeholder of each system
jointly interested III both systems, and
by practically pooling the earnings CT
both systems for the benefit of the for
ing the sc ection of the directors and Off
ce:S of each system in a common ECdv
to Wit: the holding corporation, with net
cniy the rover but the duty to pursue
a policy which would promote The n
forests, not c. enc system at the ex-
penss OF the otf e.. but of both at tie
expense OF the public, all inducement for
competition between the two systems was
to be removed, virtual consolidation eff
fected, and monopoly Of the interstate
ana foreign commerce formerly carried
on by the two systems as independent
! competitors established.
SeVenth-ln pursuance of the unlawful
combination or conspiracy aforesaid, and
solely as an fundamentally through
Whlcn to effect the purpose thereof, on
the 18TH day of November 1901, the de-
PENDANT the Northern Securities com
pany' was organized under the general
laws of the state of New Jersey. with
its principal Office in Hoboken. in said
state, and with an authorized capital
stock OF $40o,O00.000 A copy of the ar
e as. OF incorporation of such company
is attached to and made a part of this
pelllon: among the purposes and now
ers oeslgnedly inserted in said articles.
.nn rmJ . purpose Sni ana power, not only to
capItaI stock Of any other Corporation
or corporations under which said com
pany wrongfully claims and is exercis
ing the power to acquire bv EXCHANGE
and hold the stock of the Northern De-
enc and the Great Northern RaiIway
companies. but the purpose and move,
rinhts oWner thereof. ITO exercise all the
aitgnts' powers and privileges of owner
snip tnat is. to vote such stock. COLLECT
tne dividends thereon. and in ali re-
S 1ta1; act as a stockholder of such rail.
er 40 LA Fan ir and the purpose and pw-
tior ana IN any manner any corpora
or stock are held ana 70 do
s scrs or things designed to protect prey
any such bonds s'n nr s tne value of
ing thereby. to do whatever it NAV Iaa,,
NMe ortSy TO aid in any manner The
nnorthern Pacific and the Great Nortte e,ie
railway companies, or To nreserI, xortnern
'4'iice the value of their stocks or bonds
transfer of stock.
Elgnth-ln further pursuance ~ +ho ~,
Sc VI combination or conspiracy afore-
fhrous aHd w Solely as an instrumentality
thereof ~, "i az 70 effect the purposes
ta,nfso on a or about the 18th dav Of No
S Semper' ISOl, the defendant, the Northerr
SECURITIES company, was orga nized hSI IN IN
seIectinn u 81 board of directors and the
tbn olloil OF president and other Officers
the DEFENDANT James j. Hin the nrasi'
uehl ana controlling power in the man
%S4SeMeht OF the defendant, the Greet
a direnton N"ilwdy company, being chosen
a drector and president thereof. ana
fIleleupon IN further pursuance of the nm
IaWiuI combination or conspiracy afora
S 51s Inc. me defendants James ]. Hill and
ir9 asSoclate stockholders of the defend
ant, The Great Northern RaiIWaT- NV
pany, assigned and transferred ia tba Dc
Iehuaht, the Northern Securities corr
p pa large amount of the capital stocL
The eYact cal al, MoTthern Railway company,
III rIe e@act amount being unknown to COM
pldihdht, but constituting a controIlirg
est lhefeln, and complainant heIievn9
Of ili1J4tiity thereof, upon the agreed basis
a. ~ SAtIndlse OF 1880 par value of the can
ltal stock of the said Northern Secnritieet
company fer each share of the canitaI
STOCK of the Great Northern Railwav
Wnr rpany ana nd Inc defendant, ]. Pierpont
OF the Northern Pacific Railway corr
pany, assigned and transferred to fra &c.
Iendant, the Northern Securities com
pany, large majority of the canitaI
stock of the defendant, the Northern Do pa
enc railway compe ny, the exact amount
oein6 Unknown 10 complainant upon the
agreed basis of exchange of sis, par
value OF the capital stock of the said
northern Securities company. for each
snare or the capital stock Of the North
eFn racine Railway company, and there
S S1ie[ IN Iurtner pursuance of the unIaw-
tul complnatlon or conspiracy aforesaid
the defendant, the Northern Securities
company, offered to the Stockholders az
the oe1endant railway companies, to issue
anu eTe mango Its capital stock for the
cdpltai STOCK OF such railway companies
upon the basis of exchange aforesaid. no
other consideration being required.
IN TURNER pursuance of the unlawful
combination or conspiracy aforesaid the
oefendant, the Northern Securities com
pany, has acquired an additional amount
or the stocks of the defendant railway
companies issuing in lieu thereof it's own
STOCK upon the basis of exchange afore
SAID, and is now holding as owner and
proprietor, substantially all of the cant
tai stock of the Northern Pacific Rail
NAY Nay company, and, as complainant be
neVes ana charges majority of the cap
ltaI STOCK OF the Great Northern Railway
company, but if not a majority at least
a controlling interest therein and is yot-
ing the same and is collecting the divj
bends thereon, and in all respects is act
ing as the owner thereof in the organiZa-
tlCn, management and operation of said
railway companies and in the receipts
ana control of their earnings and will
continue to do SO unless restrained nv
the order of this court. BY reason where.
or, "a virtual consolidation under one own
ershlp ana source of control of the Great
Northern and Northern Pacific railway
systems has been effected, combination
or conspiracy in restraint of trade or
commerce among the several states and
with Iorelgn nations formerly carried on
by the defendant railway companies in
dependently and in free competition one
with the other has been formed and is in
operation, and the defendants are there
py attempting to monopoliZe and have
monopolized such interests and foreign
trade or commerce to the great and ire
parable damage of the people of the
United States IL derogation of their COM
mon rights and in violation of the act Of
congress of July 2, 1890, entitled IAN act
to promote trade and commerce against
unlawful restraints and monopOlies.'
Surmise n Shrewd Game.
Ninth-If the defendant, the Northern
Securities company, has not acquired Il
large majority of the capital stock OF
| the defendant, the Great Northern Rail
way company, it is because the several
| defendants named and their associates III
| the combination or conspiracy charged in
| this petition or some of them, since it be-
| came apparent that the legality of their
| corporate device for the merger of The
| stock Of competing railway companies
| through the inStrumentality of a central
or holding corporation would be assailed
| in the courts, have purposely withheld OF
caused to be withheld a large amount OF
| capital stock of said railway company
from transfer for the stocks 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 COM
| pany, all for the purpose of concealine
| the real scope and objects of the unIaw-
| ful combination or conspiracy aforesaid
| and OF decelV1ng and misleading the sta Il
and federal authorities and of furnish