The pioneer press. (Miller, Hand County, S.D.) 1893-190?, 1903-08-06

,ss case brought against 1t by the state
Of Minnesota
nudge Lochren decides that 1t does not
,iolate the state act prohibiting combi-
cations in restraint OF trade, nor the act
n,obibiting the consolidating OF parallel
nd competing railroads. for the reason
4 ,hat IL is not a railroad company.
The Northern Securities company Is de-
4 snribed IS an investigating company with
4 No control over the operation of the roads
whose stock 1t holds.
The judgment says there Is not
4 seintilla Of evidence to show that the
Northern Securities company has ever
sought to control or interfere with either
\ railroad affected, in respect TO operation
or mana cement.
The merger is held guiItless OF any at
tempt or act in direct restraint of trade.
The stock holdings OF the corporation, it
is decided, can have nothing to do direct
" or indirectly with trade. commerce,
transportation or rates.
The contention that because 1t was to
the pecuniary interest OF the incorpora-
tors of the merger to consolidate the
Great Northern and Northern Pacific sys-
tens such consolidation was actually
made, is rejected on the ground that an
act TO advance pecuniary interest cannot
be held TO imply intent to commit a penal
ofense.
The decision fatty controverts the con-
.entons OF counsel for the state that the
merger can in any sense be considered a
railroad company, because it owns a ma
jority in the stock Of both. 1t holds the
stock as an investment, and has never
attempted to control the operation Of Ell
ther system.
The claim of states counsel that the
acquisition OF a majority OF the stock OF
any railroad is in fact a purchase of that
road is cOntroverted in the decision.
The judge frankly confesses that ne
cannot concur in the view of the case
taken by Judges Thayer, Sanborn and
Caldwell in the suit brought by the fed
eral government against the same corpo-
ration.
The Decision.
This cause came on for final hearing
az ST Paul, June 5, 1908. upon the bill
answers and testimony taken and on file
mat the cause is one Of equitable Cogni-
zance and that this court has rightful iu-
TisdictiOn OF the same was conceded by
counsel The cause was fully argued and
upon fun consideration the following facts
ebPeaI anu are GAnlDlleQs
Burlington Purchase.
The purpose OF the. Burlington
Northern Paci4e r Which Noy w5s co ana
pleted about April l. 1901. led the man
sgers OF the Union Pacific company TO
I rsar 2 diversion of this traffic from the
railway Of the Union Pacific to the rail-
Ways or the two purchasing companies.
ana Edward II, Hartman representing
ne mon ,Paclhc company, applied to
i Il
VINO respectively represented the Great
Northern and Northern Pacific companies
"a such purchase, TO permit the Union
raclnc company TO join and share with
Them in the purchase Of the Burlington
eiined
'Thereupon the said Hartman and
StheTs acting in the interest of the Union
Pacihc company began rapidly and quiet
70 purchase the stock Of the Northern
racine company Intending thus 10 ac-
SuIIe majority OF that stock and the
control OF that company with its half
interest In the Burlington system.
p.Liaaee common stock Of the Northern
fsG'hc company. was SsQ,00OOOO, and it
had issued, and had outstanding pre-
Ierred stock TO the amount of $4,000 600
H Eo.,,s had the same voting power as the
ey the action OF its directors might INV
on at par. and thus retire on the first
gay OF January, 1901, or on the first day
month 1IS Of SuSsG Grii n year. During the
1901, the said Hartman and Others act-
plg with him In the interest of the Union
little i"I mS S1mP pSgyy gsgr S@ and held
mon stock, and a, little more than SAL
Gv,VoO OF the preferred stock OF the
NtSo oI err Pacific company, being more
majority of the aggregate ofrthe com
pany. - N'"k Soiii-
, But in the first week of NAV. 1oo1s
morgan * Co harar,f IN
purchased Sl5,OO0.oO0 Of the common stotk
OF the Northern Pacific company which
s ",S" incl. Shelr previous holding of that stock
holders OF the Northern Pacific coYnnanv
VINO In this matter acted with Mr. Nor
san, gave the latter the control of more
Ian Ian S4I.OOOOOO of such common stock;
selhg more than a majority OF that stock
As 1t was known that Mr. Morgan and
us associates would insist upon the pay
a nent and retirement of the preferred
~ St"G ds. ca Jan. l, 1892 and that the board
Oh directors Of the Northern Pacific COM
Rahy would take action to that end Mr.
hartman and his associates abandoned
t .heF attempt to obtain the control OF
mat company.
securities Company.
~. me attempt in the interest of the
SSnioh racine company 10 purchase a ma
sGGLIty or the stock Of the Northern Pa
enc company and obtain the control OF
i ndl company, and through il OF the Bur. |
Lhgton system alarmed the managers
49, aI. stockholders Of the Northern Pacific |
SSolEpahy, and led them TO consider the |
aeasioilty of forming a holding company |
mHtCh should purchase or secure in ex-
SSAathge Tor its own stock more than a ma
0sLl9 OF the stock OF the Northern Pa
o.lG company, and hold the same secure I
s.salIist any raid in the future in the in |
ssaest OF a rival or hostile railroad
a. MT hIll and the stockholders referred |
10 3 OF the Great Northern company were
ttteWlss alarmed by such attempt In the |
tht.erest or the Union Pacific company TO |
eosd!n control of the Northern Pacific !
= through II OF the Burlington system, |
- tlesult which they apprehended would |
HsJrlously affect the property of the |
Sreat Northern railroad and the country |
Ne a.aayetsed by II and by the Northern Pa |
en-. .snG railroad And in the project OF es-
ceiioolshlng holding company TO pigT-
th nasS ann hold majority OF the stock II !
90 ~ NOrthern Pacific company they Joined |
III ~ lue purpose OF selling to such holding |
estViupany and placing therein their own
s SSoch ~ the Great Northern company and |
permitting all other stockholders OF the /
SS1lue company who might choose TO do |
aeNlse ana thus accomplish their pur- |
tose ABOVE stated OF giving permanency !
g. tne managemeut and policy OF the !
o'eat northern company.
Not Done by Companies.
she incorporation OF the Northern Sc |
- N NIs company under the general laws |
S4oc st ~" Jersey and with capital of |
Eat.ySoOooO, was completed Nov 10. 1901. |
''ner the Great Northern company nor !