The herald-advance. (Milbank, S.D.) 1890-1922, 1902-05-16

p. Morgan & Co. held about six million
CSC, 900, 600 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-
ton 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
amount of Great Northern stock. other
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 it's shareholders, that any alliance
between the purchasing companies, or
among their shareholders was needed to
preserve to each company it's 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.
D"S NA'NAh vi jas NAN
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 G7s,OOO, OO0), being a 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,u nsvc defeated, the carrying
out OF the purposes for which the Bur-
lington shares had been bought by the
Great Northern and Northern Pacinc
companies, and the development of the
interstate and International
OF each Of them, and would have subor-
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 used with him the
plan Of forming a holding company, con-
stituted o forty-two million dollars
G42, OOO, 0OO). 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
W Great Northern and Northern Pa
ci1c shares, but also the shares of such
other Great Northern and Northern Pa
cifc shareholders as might wish to sell
their stock to said holding mpa and
the shares of companies already formed,
--I 49, 49, -s-lA g. A.
purpose of aiding the traffic or operations
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 Great Northern
shares except the said forty-two million
dollars &42, 600 ,0OO) 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 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 1t than the thirty-four mil
lion dollars 1884, 900, OOO) Great Northern
stock and the twenty million dollars $780,
600, O0O) Northern Pacific stock, held by
them on May l. 1901. 1t was not known
that all or how many of the ~hareholde
of either Of the railway companies would
De likely 10 transfer Cnelr SnareS TO this
defendant when formed.
Northern Pacific Line.
After its organization this defendant
bought and still holds about one hundred
and fifty million dollars $15O, OOO, OOO) of
the stock of the Northern Pacific COM
pany; and it has also purchased and ne
g~otiated for the purchase of the stock of
the Great Northern company, as herein
before stated. Neither the said persons
uyhn vynYo nnnnorna6 in tho firm otfon n<
this defendant, nor the said persons from
whom 1t has acquired the stocks Of said
railway companies nor this defendant it.
self since it's formation, nor it's stockhold-
ers. directors or officers, nave 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 1t, or by its 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
cifc companies, or the business thereof,
or for the purpose of monopolizing or re-
straining competition between the said
railway companies; or for any other pur-
pose than the election by each Of said
railway compa mics of a competent and
distinct board Of directors, able and in
tending to manage each OF them inde-
pendently Of the other, and for the benefit
OF LHelT SHdIe!iOlOtIS dnu VI TIE PUBIC.
BY the acts Of the legislature Of the State
Of Minnesota incorporating the Great
Northern Railway company, and by the
acts of the legislature Of the State Of
Wisconsin Incorporating the Northern Pa
cifc Railway company, 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 stockholders, and that all the powers
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 persons
and corporations receiving the same in
good faith, for full value paid to it. either
in cash or its equivalent, and in accord
ance with the provisions OF its articles Of
incorporation, and with the laws of the
State OF New Jersey. No agreement.
promise. or understanding has been made
between this defendant and any Of its
stockholders or between its stockholders
themselves or any of them, or between
said stockholders or any other persons or
corporations, that the stock OF this de-
PENDANT should be held. used or voted
other than by each ~stockholder, separate
ly and individually. and in such way as
he shol1ld SEQ At. and there has been no