New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1904-03-23
N. s. CIRCULAR ISSUED.
HOLDINGS TO BE DITIDED.
The Basis of DistribHtiOH-T're-
mendous Buying Of T. p.

directors northern
pany have been holding since the Supreme Court
OF the United States a week ago last Monday
handed down It's decision adverse TO the legality
OF the company continuing 20 hold the stocks
Of the Northern Pacific and the Great Northern
is embodied IN a circular 20 the stockholders.
which became public late yesterday afternoon,
some time after the close OF the market. The
Supreme Court did not decree the dissolution
OF the Northern Securities Company. which
under the plan soon 20 be submitted 70 the
shareholders for their ratification. is 20 be con-
tinued in existence. The court Of last resort did
permit the Northern Securities Company 70 re
turn the stocks Of its two constituent companies
TO their former holders. and under the plan now
issued the company Is 20 divest itself Of all OF
these stock holdings. which. however. are 10 be
distributed pro rata. each holder Of Northern
Securities stock whether he had originally
turned in Northern Pacific or Great Northern
stock. to receive IN exchange for hts present
stock both Northern Pacific and Great North
ern stock This distribution Is TO be made on
approximately. II not exactly. the same basis
as that on which the two latter stocks were
exchanged originally for Northern Securities
stock Northern Pacific being reckoned at 115
and Great Northern. in terms Of Northern Sc
curities at 100.
BEARS DATE OF MARCH %.
The circular to the shareholders OF the North
ern Securities Company bears dSts OF March =
and Is as follows:
Since the formation OF your company with q
view OF promoting. developing and enlargnns
the commerce and traffic OF the country served
by the Great Northern and Northern Pactnc
Railway companies and by the Chicago Bur
lingtOn and Quincy Railroad Company tne
traffic and earnings Of the three railways have
largely increased. Rates paid by the public
have been materially reduced. The respective
railways have been extended and their conditton
and facilities improved and Increased.
The stock OF the Northern Securities Company
was issued solely for the shares Of the NovtheIn
Pacific and Great Northern Railway companies
and other properties purchased by IT,
In forming the company and disposing of It's
shares no commissions were paid. nor has the
company incurred any expenses save those
necessary for obtaining its charter and for the
economical conduct Of its affairs
The cOmpany'5 acquisition Of Northern Pacific
and Great Northern shares was made in the fun
belief that such purchases were in no wise oo-
nCKious TO any law OF the United States-an
opinion which has received the approval OF four
justices Of the Supreme Court OF the United
States-namely Mr. Chief Justice Fuller and
Associate Justices Edward d. White. Rufus W.
Peckham and oliver Wendell HOlmes-in the
suit brought by the United States against the
right OF the company 70 hold and vote the
shares. However, the majority OF the court.
disTegarding as irrelevant any beneficial in
crease Of commerce. was Of the opinion that
a matter OF law your cOmpany's holding Of the
stocks Of the two railway companies in itself
constituted a restraint Of Interstate commerce.
prohibited by the so-called Sherman act OF 1890.
Accordingly the railway companies have been
forbidden TO permit your company TO vote or TO
collect dividends on the shares held by IT,
Therefore. your directors. at a meeting held
this DAY. have. under advice Of counsel. decided
that in order TO fully and promptly comply with
the decree In this suit il is necessary 20 reduce
the capital stock Of the company and % distrib-
ute to its shareholders the shares Of stock OF
said railway companies now held by it.
To this end they have adopted resolutions rec
onmending to the stockholders:
rSt
be reduced from 3.954OOO shares. now outstond-
Ing TO 3954O shares being a reduction OF 90
secondIThat said 90 per cent OF the present
outstanding shares be called in for surrender
and cancellation.
Tbfrd-That against each share OF the stock
Of this company SO to be surrendered there viii
be delivered $50 p stock Of the Northern Pa
Cidc Railway Company, so IL stock Of the
Great Northern Railway Company and propOr-
tionata amounts thereof for each fraction OF a
share Of stock Of this company so 20 be surren-
dered.
As required by the laws Of the state Of New
Jersey, under which the company was created.
a special meeting OF the shareholders OF this
company has been called by the board OF d.
reCtOrs for Thursday. April Il. 1904 at II
O'Clock in the forenoon. at the Office OF the COM
pany, No. Jl Newark-st, HObOken, n j., To
vote upon said resolutions and upon such other
business may be brought before said meeting
For the purpose or this meeting the stock
transfer books will be closed on April IS, 1904.
at 3 O'Clock y. H.
Holders Of this cornpany's stock to a large ex-
tent have already expressed their approval OF
the recommendations Of the board but the lave
Of New-Jersey require a twO-thirds vote OF the
shareholders to permit the company to reduce
its capital stock such vote is the first step
necessary for the proposed distribution OF the
railway companies shares. The collection OF
the Nav and subsequent dividends on such
shares being forbidden BY the decree until such
distribution has been made. the Importance OF
promptly executing and forwarding proxies Is
obvious.
The assets Of the company remaining m It's
treasury after the foregoing distribution q made
will consist Of stocks and other property IN no
way involved in the suit producing income. and
cOnservatively valued at amount IN excess
Of the S.}9J4 O0O. 20 which 10 Is proposed to re-
duce the stock OF YOUR company.
Notice Of the due approval by the special
meeting Of the recommendations OF the board
Of directors will be Immediately published
whereupOn stockholders should deliver their en-
tire holdings Of stock at this Office promptly on
and after April -, 1901 Against such delivery.
certificates for the j per Centum thereof to bs
aimed by stockholders viii be returned to
them. together with the amount Of stock of each
Of said railway companies. 20 which they NAV
become entitled as above. account OF the 90
per centum OF their holdings Of Northern Sc
cUrities stock surrendered for cancellation.
Fractional parts Of shares viii be adjusted by
the delivery OF scrip certificates
All stock surrendered must be fully executed
for transfer. either upon the certificates or upon
an attached power Of transfer.
BY order OF the board Of directors
JAMES J. HILL President.
EDWARD T. NICHOLS. Secretary.
NEW FACTS DISCLOSED.
The circular discIoses one or two facts not
previously known. The authorized capital stock
Of the Northern Securities Company is S4OO-
OOOOOO. and the last number Of the standard
Investors Supplement- Of January 80 gives
the amount Of the stock outstanding at S}64-
S6T.S49. Within the last six or. seven weeks
therefore. more than S3O0UOOOD additional OF
=, @ stock has been issued as the total fs given