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

Northern Pacific lines, and by their con-
Meeting lines OF shipping on the Pacific
Coast. These connections and such in
and are Indispensable to the maintenance
OF their business; local as we'll as inter
state state. and to the development: of the
country served by their respective lines,
and OF like advantage to the Burlington
lines and the country served by them,
and strengthen each company in the COM
the Pacific Coast, with the Canadian Pa
cific railway, and with European carriers,
for the trade and commerce of the
In such purchase there was no pur-
pose. to lessen any, competition of the
Burlington lines with those of either of
the purchasers. for they are not Compel
tive. or, to lessen any competition be-
tween the purchasers. Such purchase
was not intended to have, and it cannot
have, any such effect.
The purchase of the Burlington stock
was not made in view of the formation
Of iris defendant, but solely from the
stated.
No Connection with tho Pearsall Case.
The project of forming holding COM
pany OF any kind was not the result in
any way, Of the failure of the plan which
was defeated by the decision of the su-
preme court in the Pearsall case. There
was no connection whatever between the
two
The project CT a holding company which
finally developed into the formation of
this defendant had it's inception years
before that date: among several gentle
men. not exceeding ten in number, who
had been large shareholders in the Great
Northern company and its predecessor,
the st. Paul, Minneapolis and Manitoba
Railway company; some Of them from the
original organization of the latter COM
pany in 1879. and others from dates not
long after that time. They have never
held a majority of the stock of the Great
Northern company, but have taken an ac-
into II, ife>vo looS~ ,Sf.4r
ton; have aided it when necessary in
financing its operations; have acted to-
'gether in promoting its interests; have,
with some exceptions. served from time
to time as directors and officers (Mr. Hill
having been president of the successive
companies com since 1882: and by reason of
services to it, have influenced. to a large
degree, its policy and management As
far back as 1898: most Of these gentle
cuss together what would be the effect
upon the policy, which under their in
great benef: to it's shareholders, and the
public. should their holdings by death or
otherwise become scattered. and by what
means their holdings could be kept to-
gether; so as to secure the continuance
of such policy in the management of the
company. 1t was considered that if a
might transfer their, Individual holdings,
their shares were likely to be held to-
gether. SO long as the majority in the
holding company should so wish. and this
would tend to give stability to the policy
of the Great Northern company. be of aid
to 1t IN financial operations. and maintain
conclusions were the result of various
consultations among the persons men,
toned. or some of them. but no definite
agreement was made for forming such a
company or binding any one to transfer
his shares to 1t if formed.
Purchasing Northern Pacific.
From time to time. beginning with the
reorganization of the Northern Pacific
company in 1896, Mr.. Hill and said other
Great Northern shareholders who had dis
holding company, had made large pur-
chases of Northern Pacific shares, indi-
vidually. each for himself: without any
ments. About May l, 1901, their aggre-
gate holdings of the common stock Of the
Northern tn Pacific company amoun deS to
Of the eishty milton dollars $4,000 vSS}
which also had ,, preferred Stack ;3
dol1ars Us ooo> Se with the same vot
ing power as the common stock. At this
time the firm Of j. P. Morgan g. & CO: held
Mr.. Hill and said Great Northern share ire
holders discussed the question Of putting
into the Proposed holding co 5anpn gas as
well as the suggestion that all the other
stockholders Of the Great Northern COM
pany should be given the opportunity of
selling and transferring their shares to
the holding company, and that its capital
stock should be made large enough to en-
able 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.
Move of the Union Pacific.
At the time Of the purchase of the Bur-
lington shares, it was not contemplated
by either purchasing company. or it's
shareholders, that any alliance between
the purchasing companies, or among their
9eGded to to
was thought that the manifest interest
OF each company rendered any further
ing or just after the conclusion of the
negotiations for the Burlington stock,
parties acting in the interest Of the Union
Northern Pacific shares, both common
and preferred, to the amount of about
seventy-eiight million dollars (s7S,o0o,oo0),
ital stock of that company. The appar-
ent intent of such purchase was to de-
feat and, If successful it would have de-
for which the Burlington shares had been
bought by the Great Northern and North
ern PACIFIC companies, and the develop
AlleuL VI luc llll0ISldle dllu llllGII
commerce Of each Of them, and would
have subordinated the policy of each to
an interest adverse to both the Great
and to the public served by their lines.
To protect the interests of the share
holders of the Northern Pacific company,
]: 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 discussed with him the
q
stituted about forty-two nilnon dollars
($42. .O00), being majority of the
common stock. In view OF the injury ap
pretended to both companies, and to their
shareholders. and the better to protect
their. interests in the future, the Great
Northern. shareholders holding Northern
the projected holding company should
own Great Northern and Northern Pa
other Great Northern and Northern Pa
ciic shareholders as might wish to sell
their stock to said holding company, and
and others that might be formed, for the
purpose of aiding the traffic or operations
Of the Great Northern and Northern Pa
It was s not Expected by any of the Persons sons
concerned that any Northern Pacific
shat es except the said forty-two million
dollars lS43,YoQ, oo9( would be acquired by
ganization Of such company was not de-
pendent on any agreement that it should
acquire a majority of the shares Of either
have been organized If the Burlington
purchase had not been made and if its
promoters had had no other shares to
transfer, to it than the thirty-four mill
stock and the twenty million dollars $780,
0oo,ooo) Northern Pacific stock, held by
them on May l. 1901. It 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. After it's organ
ization this defendant bought and still
holds about one hundred and fifty million
dollars ($15O, O00, 00O) Of the stock Of the