The daily morning journal and courier., 1902-03-11

fendant railway companies to issue and exchange it's capital stock for the cap ital stock of such railway companies, upon the basis of exchange aforesaid, no other consideration being required. The defendant, the Northern Securities company has acquired an additional amount of the stock of the defendant railway companies issuing in lieu thereof it's own stock upon the basis of exchange aforesaid, and is now holding, as owner and proprietor, substantially all of the capital stock of the Northern Pacific Railway company, and as com plainant believes, a majority of the cap ital stock of the Great Northern Rail- way company by reason whereof Vlr- tuaI consolidation under one ownership and source of control of the Great Northern and Northern Pacific railway systems has been effected, a combina- ton or conspiracy in restraint Of the trade or commerce among the several states and with foreign nations former ly carried on by the defendant railway companies independently and in free competition one with the other has been formed and is in operation, and the defendants are thereby attempting to monopolize, and have monopolized, such interstate and foreign trade or commerce, to the great and irreparabie damage of the people of the United States in derogation of their common rights, and in violation of the act Of congress of July 2, 1890. entitled 'an act to protect trade and commerce against unlawful restraints and monopolles.
 "Tf the defendant the Northern Se- curites company, has not acquired large majority of the capital stock of the defendant, the Great Northern Railway company, 1t is because the in- dividual defendants named, and their associates In the combination or con- spiracy charged in this petition, or some of them since It became apparent that the legality of their corporate device for the merger of the stock of the compe- ting railroad companies, through the in strumentality of a central or holding corporation would be assailed In the courts, have purposely withheld, or caused to be withheld, large amount of the capital stock of said railway company from transfer for the stock of the Northern Securities company and have purposely discouraged and pre- vented the transfer and exchange Of such stock for the stock of the Northern Securities company, all for the purpose of concealing the real scope and object of the unlawful combination or conspfr- acy, and of deceiving and misleading the state and federal authorities and of furnishing ground for the defence that the Northern Securities companies does not hold a clear majority of the stock of the Great Northern Railway company.
 The Northern Securities company was not organized in good faith to purchase and pay for the stocks of the Great Northern and the Northern Pacific railway companies. It was organized so solely to incorporate the pooling of the stocks of said companies and to car " into effect the unlawful combination or conspiracy aforesaid. The Northern Securities company is a mere deposito- ry, custodian, holder and trustee of the stocks of the Great Northern and the Northern Pacific railway companies, and it's share or stock are but beneficial certificates issued against said railroad stocks to designate the interest of the holders in the pool. The Northern Se- curities company does not have and never had any capital sufficient to war rant such stupendous operation. Its subscribing capital was but thirty thou sand dollars and it's authorized capital stock of four hundred million dollars Is just sufficient, when all issued. to rep resent and cover the exchange value of substantially the entire stock of the Great Northern and Northern Pacific railway companies, upon the basis and at the rate agreed upon which Is about one hundred and twenty-two million dollars In excess of the combined capl- tai stock of the two railway companies taken at par,
 If the government fails to prevent the carrying out of this combination or conspiracy, not only will virtual con- soidation of two competing trans-con- tinental lines with the practical pooling of their earnings be affected and mo- nopoly of the interstate and foreign commerce formerly carried on by them, as competitors be created, and all effec- tive competition between such lines in inc carrying of interstate and foreign traffic be destroyed but thereafter, to all desiring to use it, an available meth cd will be presented, whereby. through the corporate scheme or device afore- said the act of congress of July 2, 1890, may be circumvented and set at naught, and all trans-continental lines, indeed the entire railway systems of the coun- try, may be absorbed, merged and con- solidated. thus placing the public at the absolute mercy of the holding corpora tion."
 The petition prays that the Northern Securities company, it's stockholders, officers. etc, be perpetually enjoined from purchasing voting, etc, any of the shares of the capital stock of either the Northern Pacific or Great Northern companies and that mandatory in- junction may issue requiring the North ern Securities company to recall and cancel any certificates of stock issued by it in purchase of or in exchange for any of the shares of the capital stock of either of the said railway companies, SUI rendering in return therefore the certificates of stock in the respective railway companies in lieu of which they were issued. It Is also asked that the defendants, the Northern Paciflc and the Great Northern railway companies, their officers, stockholders, etc., be per-