The herald-advance. (Milbank, S.D.) 1890-1922, 1903-08-07
MERGER DECISION IS
/. AGAINST THE STATE
ercIIRITIES COMPANY is DECLARED A,rc.
HOLDING AND NOT A RAILWAY COMPANY
Judge Lochren Holds it Does Not Violate Law Ao.;,s+
Consolidation OF Roads and State Anti Trust
LawAThe Decision Rendered..

! subsenHant ~ 90 with the formation or
| curities r0nnanD" ~ the Northern Sc
Hin ana nrhar. pIt Mr., Morgan. Mr..
ern Pacifn 7l~DchHOIderS OF the North
| connanI rol"pahy ana Great Northern
who caT we're individually the promoters
| tion % 80" aHu procured the iuCOrpOra-
for tba ~ Notthern Securities company
..rL utposeS above stated.
lue Northern Securities comnanv
Wheii formed offered and agreed to nlr-
chase and to pay for in it's 0wn stool az
Rart 600 per shareJ any stock of the
Northern Pacific company at the nTica If
$llo per share and anv stock of tba craot
Northern company at the nrica of sIsS
per share; and large am1urts ~ tba
stock of said two ra1r,ads ,Taro -
rates and SO paid for nIr"ha sd - fr,n
said promoters and nthar gt"oJ = 49, 49,
OF said two railroad Comna riag Nv go
Northern SecITjties I,n,rnt - ~ '"'u
"AbOut The sa",a oN"tp"',I
and his assnciatrS IA lax IA H@tllnnar
4 CO ali no NJ. bDrt Nloi gan
stock which -, tItI Cp'ns1ny
said-bOth common ana rrafarre3-
a aa 10 more than $Is,0OO.00, and
.nLu j I, Morgan & co, at the same
tilie Solu an the same stock TO the North
etH ~SeCuTltleS company, who paid the
consideration therefor directly to Mr..
hartman and his associates; a part Of
suCh consideration being something more
than So 10000 of the stock of said
Northern Securities company. That pur-
chase was completed on Nov. IS, 1901.
"On Jan l. 1902. the Northern Pacific
company paid off and retired its preferred
stock, having raised the money for hat
purpose by an issue OF bonds which were
made convertible and were converted
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
in pdymer or exchange therefor, at the
rates aforesaid, stock Of the last named
company 50 that by Dec. |, 1901, said
y III $1,000
the owner Of considerable more than a
majority Of the stock Of the Northern
Pacific Comoany, and a large amount. but
less than a majority of the stock of the
Great Northern COMPANY. Similar pur-
chases from stockholders continued, and
ut the time OF the commencement of this
suit the Northern SECURITIES company had
become and still is the owner of about
q6 nar cent of ali tha stock Of the North
ern Pacific company and of about IS per
cent of all the stock of the Great North
ern company.
r.u.n ~
'" Inv"
''First-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
own and control a considerable majority
Of all the stock Of the Northern Pacific
company, and thus secure that company
against the danger OF any, future fdld
upon it's stock which might place its man
asenlent anu els ten =, thS n0g w. 81 anv
but iiLsIpn 80" - - ,iLosa irtarests
rniSht he hostile to the development and
nrHnerty Of the Northern Pacific and
rnops' tar cor1naniss and their sea
LIeaI rn u' aId Of tha region OF
oooaant =, "a yarSad Nv their railroad svs-
.mN'
tenI L. ~, ,youa6 nurnosa cr Mr.
i hs va ra '' lie asS6ci les who acted
MI ~ u in +LTis rrattnr incIIJirg Mr.,
iii onS otbar large Stockholders Of the
- 60 E,rtharr rnTrn9ry who also held
80 an,n1nts Of stock in the Northern
paeisc ron1nanv and were ap~prehersive
aClHS o'r"ltHS e|Irt-'I ~ ths \Irtharr
I u - car2nanv which might sacrifice
a. 49, arasts 70 a rival would be disas-
Us ~ IL de,.arlnmart and nr0sparitv
~ ths Great Northern company. Ana at
OF lte It7d lima vhen the Northern Sc
the het! oLt rs fnrn,ed and Moor
n0rated bv means of the large holdings
Of Northern Pacinc 2npan ne VIII
him and by the then purchase by j +.
~ e,rh stock. said J. P. Morgan was
.Lra - onca 70 transfer and have trans
t tarrad TO the Northern Securities COM
90 - a Ior5a and controlling majority of
w." stock Of the Northern Pacific COM
pany as was done; thereby accompllshing
20, s+ock against hostile raids in the
fm ~
pur,,. I'm Central.
~"
with respect to the stock or the Great
Northern company the evidence shows
that WneH lmv ,orated If was the purpose
pany. was ineorp2ratEu - WI Wa ~ = I55rga
Of the Great Northern COM
pany who acted with him to sell ana as
nose of to the Northern SECURITIES com
80 - f,r TIA stock, their several hold
pamS stock in the Great Northern COM
ItsS . geragating then about $50, 900 coo
Pany "o91 tLat such large amounts OF
- - Nnrthnrn company's stock should
Ste9. tooathar and cas- It was hoped
pc ~ III ~narnanenCy to the manage
aso - "a n6Iirv which had controlled and
nes' en- ~ rnn1Iing the railway and develop
80 os that company. And it was their
meht od tha ali other stockholders Of the
GreaS 70 do so. should be permitted
to sci. or stonk Of the Northern Sc
company -, ~ ~ tba same terms: and
curltlts SonlpaN "a eynecte1 that many
1t was hopeu al"
would 90 so ., I'd, .ssocia+as
But the SAID Hll ana ~ o1'JiJ er-
had no power or cohtro4 VIZ, ~ he
able them to transfer ut r+ies
transferred to the NoiIlTin tL ~ the
company 50 much as ont.tU n5,onanv.
stock OF the Great is 70 show
The evidence. tneIets aenrities company
that the NortntEn n"rnnea oP aCquirirg
was formed for the putpoIs ~ the
ana hn,qlLl5 ror1parv. as well as that
81 tbop !g5 that result followed soon o atfeF.
tn2"S ev have been desired ana sutIct-