The pioneer express. [volume] (Pembina, Dakota [N.D.]) 1883-1928, 1903-08-14

SECURITIES COMPANY Is DECLARED LEGAL
HOLDING AND NOT "a RAILWAY COMPANY.
Judge Lochren iodsit Does Not Violate Law Against
Consolidation Of Roads and State Antitrust
Law-The Decision Rendered.

had anything to do with the formation or
SUBSEQUENT action OF the Northern Se-
Hill and other stockholders Of the North.
ern Pacific company and Great Northern
company were individually the promoters
VINO caused and procured the incorpora-
ton OF the Northern Securities company
tor4the purposes above stated IN
The Northern Securities company
Wnen formed offered and agreed to pur-
chase , and to pay for in its own stock at
part 600 per share) any stock Of the
sIlo per share and any stock Of the Great
Northern company at the price Of $3.50
per share; and large amounts Of the
STOCK St 9es Of said two railroads were at such
SAID promoters and other stockholders
Of said two railroad companies by said
northern Securities company.
and his associates sold to ]. P. Morgan
& Co. all the Northern Pacific company
stock which they had purchased as afore-
said-both common and preferred
said J. =. !. Morgan & Co. ''s at the same anne
time sold all the same stock to the North
ern Securities company. who paid the
consideration therefor directly to MIR:
such consideration being something more
than ss2,OO0.OOO of the stock of said
Northern Securities company. That purI
chase was completed on Nov; 49, 1901. Y
company paid off and retired its preferred
stock, having raised the money for that.
purpose by an issue Of bonds, which were
i into common stock Of that company. 9TH
err stockholders Of each of said two rail-
road companies sold their stock to the
Northern Securities company. receiving
rates aforesaid, stock Of the last named
company so that by Dec. !: 1901, said
Northern Securities company had become
~ - II $l,oyr q
majority Of the stock Of the Northern
Pacific company, and large amount. but
less than a majority Of the stock OF the
c Jress from stocfbo9ars continued and
at the time Of the commencement Of this
suit the Northern Securities company had
become and still is the owner of about
96 per cent Of all the stock Of the North
ern Pacific company and Of about 76 per
cent of all the stock Of the Great North
ern company.
Conclusions Of Law.
"Fkst-It is obvious from the fore
going facts that the Northern Securities
pose and intent on the part Of its pro-
moters that it should acquire by purchase,
by exchange for its stock, and should
Of ali the stock Of the Northern Pacific
company, and thus secure that company
against the danger of any future raid
upon its stock which might place its man
Burlington system in the power of any
rival railroad corporation. whose interests
might be hostile to the development and
Great Northern companies, and their sea-
board terminals, and Of the region OF
country traversed by their railroad sys-
".This was the avowed purpose Of Mr..
Morgan and his associates who acted
with him in this matter, including MT.
Hill and other large stockholders Of the
large amounts Of stock in the Northern
Pacific company and were apprehensive
that any hostile control Of the Northern
its interests to rival, would be disas-
.trous to the development and prosperity
Of the Great Northern company; And at
e enr,ti xssy company Was formsa and ncor
porated, by means of the large holdings
Of Northern Pacific company stock by
himself and his associates acting with
Morgan & Co. Of the Hartman holding
of such stock. said J. p. Morgan was
able at once to transfer and have trans
pany large and controlling majority Of
the stock of the Northern Pacific COM
pany as was done: thereby accomplishing
that stock against hostile raids in the
future.
No Purpose to Control.
with respect to the stock of the Great
Northern company the evidence shows
that when the Northern Securities COM
and intent Of Mr.. Hi and other large
stockholders OF the Great Northern COM
pany who acted with him to sell and dis
pany her
ings of stock In the Great Northern com-
pany aggregating then about $35, 900. 900
70 the end that such large amounts Mt So, of
be kept together. and Gas it was hoped
aid In giving perma nency to the manage
ment and policy which had controlled and
ment Of that company. And e was their
purpose that all other stockholders of the
Great Northern company who might
choose to DO So shGuid Se permitted
company for stock Of the Northern Sc
ctirities company on the same terms; and
1t was hoped and expected that many
But the said Hill and his associates
had no power or control which could en-
able them to transfer or cause to be
t9 of tss
stock of the Great Northern company. s
fails TO s9w
and ShSliding a ma tprlty OF the stock Eof the
Great Northern companyssas well sas. that I,
OF the Northern Pacific company, nj
and and may have been desired and antici-
4pated. g 81 .54 MI NJ I'll s.as
5s s.-; s3s state Anti-Trust Law. y
" .'2. One question In this cause Is
whether the acquisition by the Northern
Securities company. In the manner above
sta be & aas sseeR
Pacific companies, which own and operate
parallel and competing railroads across
the State OF Minnesot "a. and It's ownership
sof such stock is "a viola ton OF the Mime
sofa anti trust law-Laws .of Minnesota
1880. eli. wi Itch ides, AZ above
stated. that: ANY contra ct, agreement,
arrangement, Or oOnspira cy. or any come
binatiOn In the form OF q trust or other.
+ Wise sherea fters entered into which tHg IN
restraint lot trade or commerce. within
this state NJ NJ Id hereby Ohibtted
and declared to- be unla VIII & S III III
provision s 10 iii III commerce ii here
Omitted and disregarded and the act con-
S.vithin the state, that 6stns 81 proper sub
Interstate eotnyt cree. lanE ne lust
II from tle aSt
SCI GA " knognE m M shnaN anttstrl4ta
"a III swh fchE has rec rOM1td Ion by
tho supreme cOuSS Df 6tatss
nssct i s ii sSi.sss. 81
proper donst scn fshsr..;