The Topeka state journal. [volume] (Topeka, Kansas) 1892-1980, 1903-03-20

Northern Pacific company to about the
amount of Sal 600 600 of preferred stock,
which however We're to be retired on
January J. 1902. and $37 600 600 of COM
mon stock, together making seven hun
bred and eighty thousand shares. and
constituting an absolute majority of the
total capital stock of the Northern Pa
cific company ThereupOn and there
fore with the view-and for the purpose
of protecting the Northern Pacific COM
Dany and the holders of its common
stock against the possible control and
direction Of the company in an adverse
interest these defendants determined
and advised their friends to sell their
Northern Pacific stock to the new COM
3any
The Northern Securities company was
accordingly organized pursuant to the
laws of New Jersey upon November H.
1901. 1t was organized according to law
and possesses all the powers set forth
IN its certificate OF incOrDOrat ton, ana
has full power to do every act which il
has in fact done. The petition contains
no allegation to the contrary.
1t having become known that the Ore
gon Short Line company was not diSin-
clined to sell its holdings of the major
part of the Northern Pacific stock upon
satisfactory terms as to price. the firm
of J. r. Morgan & Co. deeming such
action for the best interest of the
Northern Pacific company, purchased
from said Oregon Short Line company
all its holdings of the capital stock OF
the NUEtHCIn racine company. agreeing
to pay therefor partly in cash and part
~ in shares Of the new company when
formed
After. its organization the Northern
Securities company duly purchased all
the shares of the Northern Pacific COM
pany and of the Great Northern com
pany herelnbefOre mentioned including
those purchased by the firm of J. r
Morgan < Co, from the Oregon Short
Line company. for which it paid partly
IN cash and partly IN It's own shares. 1t
also was willing TO purchase the shares
of any other shareholders of the Great
Northern company who desired to sell
the same for the price of $3.50 fol. each
share of the Great Northern company
payable in its own shares. and did act
ually purchase and pay for considerable
amounts Of said stock at such price.
The foregoing states all the material
facts The petition contains many ad-
jectives adverbs and conclusions which
are unsupported by proof and are. Of
course, without value in stating A cause
of action. because if the acts done were
lawful the question of their intent is
without Importance The only ground
for relief pleaded in the petition Is thar
the ultimate effect of these transac tfore
may be TO diminish in some degree com
petition between the railway companies.
and that they. therefore constitute !
restraint of interstate commerce within
the federal statute known as the Shar-
man act f26 u. S. Stat. 209l This is
not established by the proof and in anv
case would not support the action
It is submitted that the action rnnst
fail because the transactions were law
ful. and if the statute applied to them II
would be unconstitutional because If
would deprive the Securities companv
the stockholders of the railway com
panies Of the right both to sell their
own shares and to acquire an interest," :,
the shares of others.