The Saint Paul globe., 1904-04-04
HARRiMAN'S PETITION
PRAYS FOR N. p. STOCK
Continued From First Page.

Stetson, solicitor for j. Pierpont Nor
gan and Robert Bacon; David Will
cox, solicitor for Daniel S. Lamont.
Copies of the petition were also serv-
ed upon Philander C. Knox, attorney
general of the United States, and c.
G. Houpt, United States district at
torney of Minnesota.
The petition in full is as follows:
To the Honorable the Judges of the Cir
cult Court of the United States for
vision.
The petition of Edward H Hartman,
WlnsloW 5. Pierce and the Oregon Short
Line Railroad Company, respectfully
SHOWS to this Honorable Court as fol-
Your petitioners Hartman and Pierce
! are now. and ever since November is.
1911, nave been the registered owners
and holders of $S2, ,491. .S71 par value of
lhe capital stock of the defendant North
| ern Securities Company, and such hold
ing OF stock by them is and was as trus-
tees for the use and benefit of your pc
t1tloner, the Oregon Short Line Railroad
COMPANY, which company was and stu
is the beneficial owner thereof.
Your petitioner, Oregon Short Line
Kalroad Company. is a railroad corpora
ton duly organized and existing under
the laws of the State of Utah. and here
tofore and by indenture dated July IL,
1907, pledged $50, ,491, 900 par value of said
stock with The Equitable Trust Com
pany of New York, a corporation organ
1zed under the laws of the State of New
York. as trustee for an issue of bonds
OF your said petitioner of which $S2, ,491,-
OO0 face value have BEEN certified and
ISSUED; but under the terms of said trust
indenture the stock so pledged and stand
ing IN the name of your petitioners Har-
I!man and Pierce is available to your pc
tltonerS Tor the purpose of tender, re-
turn and restoration to the status quo as
heielnaIter. alleged and prayed, which
Will fully appear by reference to said
trust lndenture to be produced On the
hearing.
AS your petitioners are advised and
verify believe, over ninety-eight and one
half per cent Of Notwithstanding capital
STOCK OF said Northern Securities Com
pany was issued in exchange for shares
OF the capital stock of the Northern Pa
cif1c and Great Northern Railway Com
panles, respectively. and less than one
and one half per cent Of such stock was
Issued for other property. They are fur
tner informed and verify believe that
ABOUT $17S, 284, O00 par value of the stock
Of said Northern Securities Company was
issued In exchange for $153, 759, 425 par
value of the stock of the Northern Pa
cine halfway Company and about $212,-
100000 par value of said Securities Com
pany stock was issued in exchange for
$l1S,124,2 200 par value of the stock of
the Great Northern Railway Company.
Holds Big Block of Stock
The said $50, ,49l, 81 par value Of stock
of the Northern Securities Company, now
standing in the names of said Hartman
clllO 1I6ICG, trustees as aforesaid, was
part of the original issue of the stock
of said Northern Securities Company, and
was issued directly to them by said
Northern Securities Company on or
$57, ,023, 600 par value of the common stock
and $41, O85, 600 par value of the preferred
stock Of the Northern Pacific Railway
Company; and at the time Of such ex-
change, there was also paid to them by
or on behalf of said Securities Company
the, sum Of $S,915,629 in cash. The orig
q toe fcS-rI RI thA.1 -,
November, 1901, are still registered in
their names and are now actually in the
custody of the said Trust Company as
PLEDGE as aforesaid and available for
tender, return and restoration as afore-
said.
At the time of such exchange, it was
understood and agreed that the said SAL
O85,o00 par value of the said preferred
stock should be converted into common
stock of said Northern Pacific Railway
Company; and thereupon after the ex-
change as aforesaid of said preferred
stock for stock of the Northern Securi-
ties Company, said preferred stock was
converted by said Northern Securities.
Company into common stock of said
Northern Pacific Railway Company Of the
same par value, and certificates for such
new common stock substituted in lieu
preferred stock and the Northern Sc
cur1tles Company now holds all and sin
gular the. common stock SO originally
received from your petitioners and the
common stock into which said preferred
stock was SO converted.
The final decree in the above entitled
cause entered In this court on the 9th
day of April, 1903, was on Monday, the
18th day Of March, 1904, duly affirmed
by the Supreme Court of the United
States, and in the decision then announc-
ed, affirming such decree, it was directed
that the judgment Of the Supreme Court
Of the United States should be that
firmed, with liberty to the Circuit Court
to proceed in the execution of it's decree
as the circumstances may require"
The mandate upon such decision of the
not yet been issued, and under the rules
will not issue until the expiration of
thirty days from the date, of said deci-
sion, unless by special order.
Immediately upon the rendition of such
decision by the Supreme Court of the
United States SO affirming the decree of
this court In this cause entered on the
9Th of April 1903. the Individual defend
ants above named and said Northern Sc
curities Company determined, without
waiting for the issue of the mandate of
the supreme Court and without any or
der of this court in execution of it's de-
cree, to distribute and divide the stock
Pacific Railway Companies held by the
Northern Securities Company pro rata
among the stockholders of said North
ern Securities Company according to
their holdings of it's stock and not to
return and retransfer 70 the stockhold-
ers of the Northern Pacific Railway Com
Pollly anu lIlG NItGdL NOIlI0In railway
Company, respectively, any and all shares
of stock in either of said railway com
panies which said Northern Securities
Company originally received from such
stockholders in exchange for its own
stock. nor to transfer and assign the
stock in either of said railway compa-
MES to any such person or persons as
may now be the holders and owners of it's
own stock originally issued in exchange
or in payment for such stock of said
railway companies respectively.
Objects to Plans.
Upon being informed of such purpose
and intention to distribute the stock Of
the Northern Pacific and Great North
ern Railway Companies pro rata among
the stockholders of the Northern Secur-
tiles Company, your petitioners submit
viSed that there were serious doubts as
to the legality of the proposed plan The
fact that they had been so advised was
promptly communicated by your petit
TONERS to the Northern Securities Com
pany with the request that the meeting
of the board of directors of said COM
pany which had been called for March
22nd, 1904 be adjourned for a few days
as to afford an opportunity for further
consideration by your petitioners and
their counsel but such request for ad-
journment was not granted; and at such
meeting held in the City of New York
quest for an adjournment was submitted
the following preambies and resolutions
were adopted your petitioner Hartman
being present as director of said North
ern Securities Company but declining to
vote, viz: