The sun., 1902-03-11

defandant, the Northern Securities, COM
pany. large majority. of the capital STOCK
of the defendant, the Northern Iacinc hah-
way Company, the exact amount being UNI
known TO complainant, upon the ssrtfu
basis Of exchange Of s9iS pr ySgSG SscSres M @
Company for each share Of the capital -toch
OF tho Northern Pacific Railway company
and thereafter, in further pursuance ot the
unlawful combination or conspiracy AloI'-
said. the defendant. the Northern SccuTliWr
Company. offered to th" stockholders oI t ,itt
defendant railway companies. 10 issue ana
exchange it, capital stock Tor tue capith
stock of such railwaE companies, upon dae
basis of eAChang" aforesaid, no othtI CON
sideration being required
In further pursuance OF the unlawt'il con-
bination or ConsGraGy ai0r"ia.o Comn,Hy r
has acquired an additional amount OF the
stock Of the defendant railway Companlc..
issuing in lieu thereof it, own stock upon
tha basis OF exchange aforesaid. and ia now
holding, a. owner and proprietor, sub
tally al OF the capital stock OF the Northern
Pacific Railway Company, ana, rs 'oiu-
plainant believes and charges. malQrlty
Of the capital stock OF the Great NoTthoih
Railway Company. bnt II not soin ntHyrdHi nmd is
voting the same and IL collecting the dlNldtuuN
thereon. and In all respects i acting he va"
owner thereof in the organization, manage
mcnt, and operation OF said railway COM
panirs, and In the receipt ana cOhttoI OF
their earnings, and WI continue 70 90 S9'
By reason whereof, virtual Coh,ohdtllon
under one ownership and source oil cohttol
of the Grent NOftlefn ana NOIll'ih II ih'l''N
Railway systems has been effected, conf
bination or conspiracy In restraint OF th"
trade or commerce among the srNtt"l HlAi'I
and with foreign nations formerly carried
on by the defendant railway COMPANIES
INDEPENDENTLY and in free competition one
with the other has been formed and i in
operation, and the defendants are thereby
attempting to monopolizo ana nave mon
opozed, such interstate and lorelRn U3I"
or commerce, to the great and lrrepathbl'
damage of the people of the United stat
ia derogation OF their common rights, ana
IN violation Of the act OF CONGRESS ol Ju'E :
1890. entitled "Nn act to protect trnd" ana
oommerc" against unlawful restraints ana
mOnOpoli"-.
If the defendant, the Northern Socuri-
,las Corup1uy ha- not acquired a lirg"
mnioritY of the capital stock Of The de-
fcndnnt. the Great Northern Hallway
Company. 1t IS because tn" ihdlvldual dr-
fcudlut~ named, and their associates ~ "a"
combination or conspiracy charged ll thl1
petition. or some Of them, since II became
apparent that the legality OF thelr c"Ipnr1i'
device for the merger Of the stock OF COM
petng railway companies through IN" m
-trumentalty OF a central or holding cor
poration. would be- a--pIlrd m ia" courts.
have purpo~rly withheld, or caused to b."
withheld, a large amount Of the capital stock
OF said railway COMPANY from lt.l-l'I I"t
many and have puruoSelv discouraged and
prevented the transfer and "N,hInH" oI -,''h
stock for th" stock 2I n" Norlhtt" N,,,lI i,'7 ,
Company, all for the purpo~r oi con'"tlIhE
the real scope and OBJECT Of lhe NhIlNIu
combination or con nIplr4cy aIQrt'tid. ana oi
dsc"iviug aud misleading the stat" ana
Federal authorities. and Of furnishing
ground for the defence that th" Northern
Securities Company does not hoin Iltni
majority Of the stock ol the Great Northern
Railway Company.
The complainant AYERS that such stock, 20
withheld or not transferred To IN. N"rtu'lu
Securities Company, - now ~ ~" hhnd-
of some person or persons unknown - M
complainant friendly to ana under ~" ~,
Nuencp of the individual defendants named
.,ud their associates aforesaid. or SON" OF
them and will either not be Noud. or b"
Voted i'm harmony with the Great Northern
einIk N",k Held bv thG Northern Seourtir- Com
pnuy. until the question OF the legality 81 tll-
corporate device for merging ,coulp'imH
d.t.rniinrd. when such stock will either b"
turned over to the Northern Socuritle- Com
pauy or continue TO b" held ana voted out
Great Northern stock held and voted 10y ~.
a. may at the time seem advisable
In further pursuance Of the unlawful CONF
hiuatIOu or conspiracy aforesaid, me North
,rn Securities Company isuhieCt, II may be.
10 the conditions stated iu the next preceding
paragraph is about TO- and Will, unless re-
strained bv the order Of this court, receive
and acquire and hereafter hold and control
us owner and proprietor, substantially az
own capital stock 20 th" tull extent of ih"
authorized issue. Of which, upon VI" basis
of exchange aforesaid. the former stock
holder. of the Great Mort hern Railway Com
pauy have received or viii receive and hold
about 81 per cent. thereof, the halanC" gong
to the former stockholders OF the Northern
pacAc Railway Company.
NJ
No consideration whatever has existed
or will exist for the transfer a. aforesaid
of the stock of the defendant railway COM
pauirs from their stockholders tOthc North
ern Securities Company, other than the issu"
OF the stock of the Northern Securities Com
pnnv to them In exchange therefor. for the
ittf
The defendant. tho Northern Securities
TO purchase and pay for the stocks OF the
Great Northern and the Northern Pacific
to Incorporate the pooling OF the stocks OF
said companies and 20 carry into eject the
unlawful combination or Conspiracy More
said. The Northern Securities Company
l. a mere depository. custodian, holder and
trustee Of the stocks of the Great Northern
and the Northern Pacific Railway companies
and its shares of stock are but beneficial
certificates issued against said railroad
stocks TO designate the interest Of ih" hold
Compmanv m ' does 9Ii not have am and never had any
capital sufficient 10 warrant such q ~tupcn-
but s3o."1. and its aul lhori2cd capital stock
Of sioO 1O GoD is Just sufficient when 1il ISSUED.
to represent and cover IN" cXchang" vam"
OF substantially the entire stock OF the Great |
Northern and Northern Pacific Railway
companies. upon N" basis aud at the rat"
agreed upon, which il, about ?2,o1o,"oo In
two railway companies taken al lgr.
vi
II the Government fails 20 prevent the car
ryiug out Of the combination OF conspiracy
aforesaid. and the defendant. the Northern
Securities Company, f. permitted to r"coNr |
and hold and act aS owner Of the stock of the
Mort hern Pacific and Great Mort hern Rail |
way companies as aforesaid, not only viii a
virtual Cuu~olidn ion Of two competing trans
continental lines. with the practical pooling |
of their earnings ba effected and monopoly |
Of the interstate and foreign commerce FOR
merlv carried ON hv them ~ COmprtl'or- ho |
created. aud all effective competition between |
such lines iu the carving of interstate" and |
foreign tra1lc be destroyed, but thereafter,
to all desiring 10 use II. an available method |
viii be presented. whereby, through ia" cor-
porate scheme or device aforesaid, the act of |
Congress OF July ?, 1890, entitled An act 80
protect trade and CoWmcrCe against uLlH Niul
restraints and monopohcs." may be Clrcum-
vented and set az nHught. and all transcon-
tin"rtal lines, indeed the entire railway sys-
t"Ins ut the country. may be absorbed merged.
IN" absolute mercy ol -" holding corpora
t.uu
In iurihcriuCc Of the purpose and object %!
the unlawful combination or conspiracy Hiuro-
>lid To- Wuuopoligc or attempt 10 mphopulye
W" trade or commerce among th" several
state. aud bct w""n such States ani foreign
countries, formerly carried on in iT"" Colup"-
utlou by the defendants. the Northern Pacific
hud hr"Ht Northern Railway companies, hud