The Ely miner. [volume] (Ely, Minn.) 1895-1986, 1902-05-16


an interest adverse to both the Great
Northern and Northern Pacific companies,
and to the public served by their lines. f
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 discussed with him the
| plan of forming holding company, con-
| stituted about forty-two million dollars
| ($42, 600, 000), being a majority of the
common stock. In view of the injury ap-
pretended to both companies, and to thef
| shareholders, and the better to protect
| their interests in the future, the Great
| Northern shareholders holding Northern
| Pacific shares, deemed it advisable that
the projected holding company should
| have power to purchase not only their
| own Great Northern and Northern Pa
! cific shares, but also the shares of sucn
| 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
/
| 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 Northern PACING
/ shares except the said forty-two million
| dollars ($42, 600, 000) 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 a majority of the shares of either
| defendant railway company. 1t would
| 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 mil
lion dollars 1884 900, 000) Great Northern
stock and the twenty million dollars ($2O,-
| 900, 00O) Northern Pacific stock, held by
them on May 1, 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 its organ
| ization this defendant bought and still
| holds about one hundred and fifty million
| dollars ($150, 900 ,000) of the stock of the
| Northern Pacific company; and it has al
so purchased and negotiated for the pur-
| chase of the stock of the Great Northern
! company as hereinbefore stated. Meth
| err the said persons who were concerned
| in the formation of this defendant, nor
! the said persons from whom it has &C
| uuired the stocks of said railway COM
panieS, nor this defendant itself since its
| formation, nor it's stockholders, directors
| or officers, have planned or intended that
| the stock Of said railway companies ac-
| quired by this defendant, or any part
| thereof should be held, used, or voted
| by it, or by its officers, agents or proxies,
| for the purpose of combining, consolidat-
| ing or placing under one common man
| agement or control, the railways of the
| Great Northern and Northern Pacific COM
panies, or the business thereof; or for
| the purpose of monopolizing or restrain
| ing competition between the said railway
| companies; or for any other purpose than
| the election by eacn of said railway COM
| panies of competent and distinct board
of directors, able and intending to man
age each of them Independently of the
other, and for the benefit of their share
| holders and of the public. By the acts of
| the legislature of the state of Minnesota
| incorporat ting the Great Northern Railway
| company, and by the acts of the legisla-
| ture of the state of Wisconsin incorpor-
ating the Northern Pacific Railway COM
| pany, it is, in substance, provided that
| the business and affairs of each railway
company shall be managed by a board of
| directors, to be elected by the stockhold-
| ers, and that all the powers of each cor
poration relating to said matters 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, eth
| er in cash or it's equivalent, and in ac-
| cordanee with the provisions Of its artiy
| cles Of Incorporation, and with the laws
of the state Of New Jersey. No agree
ment, promise or understanding has been
| made between this defendant and any
of it's stockholders, or between it's stock
holders themselves or any of them, or
between said stockholders or any other
| persons or corporations, that the stock of
| this defendant should be held, used, or
voted other than by each stakeholder,
| separately and individually, and in such
way as he should see fit, and there~has
been no agreement, promise or under
| standing between said stockholders them
! selves, or any of them, or between said
stockholders and any other person or cor
poration, that they or any of them should
use, hold, or vote their stock in this de-
| PENDANT in association or for any COM
| mon purpose or object The owners and
holders of stock of this defendant are
more than thirteen hundred Q,300) in
number, and the ownership of the stock
| is being changed, from day to day, by
sales and transfers, in the usual course
of dealing. The said persons who formed
or were otherwise concerned in the for
| nation of this defendant have never, all
together, held owned or otherwise con-
trolled an amount of stock of the said
company equal to so much as one-thrd
of the whole amount thereof now out
standing. This defendant has no con-
tract or obligation to purchase or acquire
any shares whatever in either railway
company, in addition to those which it
has purchased or negotiated to purchase,
as above stated. It's authorized capital
was fixed by persons who planned it's
organization to enable it to give to each
stockholder in each of the defendant rail-
way companies an opportunity~to sell his
stock to it, should he see fit to do SO,
and should this defendant desire to ac-
quire it. The sum fixed was deemed
ample by those who planned the forma-
ton of this defendant to furnish the
means to pay for all such shares as
would likely be acquired by it, and to-
leave remaining a large amount to be
used for the purchase of stock in other
corporations, not common carriers, which
this defendant might consider beneficial
to acquire. This defendant was not
formed as a. scheme or a device to evade
the act of Congress known as the anti
Trust Act or any other law whatever,
but solely for the purposes hereinbefore
stated.
No Intent to Restrain Commerce.
VI. lzc