The pioneer express. [volume] (Pembina, Dakota [N.D.]) 1883-1928, 1902-05-23

| p. Morgan & Co. held about six million
,OOO) 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-
tion 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 its 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
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 its shareholders, that any alliance
between the purchasing companies, or
preserve to each company its 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 ($7S,000, OOO), being clear ma
jority of the entire stock Of that COM
pany. The apparent intent of such pur-
chase was to defeat and, If successful,
it w,uli nsve defeated, the carrying
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
dinated 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 dssed with him the
plan of forming holding company, con-
stituted about forty-two million dollars
($42.0OO,00W, being a majority Of the COM
mon stock. In view of the injury apprs
hended to both companies. and to their
shareholders, and the better to protect
their interests in the future, the Grea
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
clflc 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
cifc 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 (S42OO0,O0O) 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 (S34,O00,0OO Great Northern
stock and the twenty million dollars ($2O-
O0OO0O) 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 (S15O, 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
lit I~fo
| whom 1t has acquired the stocks of said
| railway companies nor this defendant it.
| self since its 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 it's 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 monopOizing or re-
straining competition between the said
railway companies; or for any other pur-
pose than the election by each of said
railway companies of a competent anG
distinct board of directors, able and in.
tending to manage each of them indie
pendently of the other, and for the benefl
of their shareholders and of the public
BY the acts OF the legislature or the State
| of Minnesota incorporating the Grea
Northern Railway company, and by tn,
acts of the legislature of the State O
Wisconsin Incorporating the Northern Pa
cific Railway company, it is, in substance
provided that the business and affairs o
each railway company shall be manageI
by board of directors. to be elected b,
the stockholders, and that all the power
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 person
and corporations receiving the same 1
good faith, for full value paid to it, eithe
in cash or its equivalent, and in accord
ance with the provisions of it's articles {
, Incorporation, and with the laws Of tn
State of New Jersey. No agreement
promise, or understanding has been mad
between this defendant and any OF II
stockholders or between it's stakeholder
|, themselves or any of them, or betwee
said stockholders or any other persons
/ corporations, that the stock Of this d,
| PENDANT should be held. used or vote
other than by each stakeholder, separat
r ly and individually, and in such way {
} he should see At; and there has been I
l agreement, promise or understanding b
3 tween said stockholders and any 9th
g person or corporation, that they or ar