The Minneapolis journal. [volume] (Minneapolis, Minn.) 1888-1939, 1904-03-23
MERGER IS DISSOLVED
President Hill Announces Scheme for
Distribution of Stock.

New York, March 23.-Following a
day Of great excitement in the stock
market and numerous conferences
among the leading financial interests,
the new plan of the Northern Securi-
ties company was made public last
night.
Official notice Of new plan, signed
by President Hill, was sent to North
ern Securities stockholders in a circu-
lar letter, which says in part:
Since the formation of your company,
with a view Of promoting, developing and
enlarglng the commerce and traflc or the
country served by the Great Northern
and Northern Pacific Railway companies
and by the Chicago, Burlington & Quincy
Railroad company, the traffic and earn
ings Of the three railways have largely
Increased.
The rates paid by the public have been
materially reduced. The respective rail-
ways have been extended and their condi-
ton and facilities improved and increased.
The stock of the Northern Securities
company was issued solely for the shares
of the Northern Pacific and Great North
ern Railway companies, and other prop
critics purchased by it.
In forming the company and disposing
of it's shares, no commissions were paid,
nor has the company incurred any ex-
penses save those necessary for obtaining
its charter and for the economical con-
duct OF Its affairs.
The company's acquisition of Northern
Pacific and Great Northern shares was
made in the full belief that such pur-
chases were in nowise obnoxious to any
law Of the United States-an opinion
which has received the approval of four
Justices of the supreme court.
Frustrated by Court.
However, the majority Of the court, dis
regarding as irrelevant any beneficial in
crease of commerce, was Of the opinion
that as matter Of law, your company's
holdings 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 Accord
ingly, the railway companies have beer
forbidden TO permit your company to vote
or to collect dividend on the shares hello
by It,
Therefore your directors, at a meeting
held this day, have under the advice OF
counsel. decided that in order to fully an6
promptly comply with the decree in this
suit, it is necessary to reduce the capita
stock of the company, and to distribute
to its shareholders the shares of stock O.
said railway companies now held by it.
To this end they have adopted resolu
lions recommending to the stockholders
First-That the capital stock Of Thu
company be reduced from 8, 954, 900 shares
now outstanding. to 39,54O, being reduc
ton of 80 per cent.
Secondhand said 80 per cent of tn
present outstanding shares be called in 70
surrender and cancellation.
Third-That against each share of tn
stock Of this company SO to be surren
dered there will be delivered 1927 stool
of the Northern Pacific Railway company
$30.17 stock of the Great Northern Rail
way company and proportionate amount
thereof for each fraction of share O
stock.
Special Meeting Called.
AS required by the laws Of the state G
New Jersey, under which the compan
was created, a special meeting of tn
shareholders has been called for Apr
Fl, 1904 at II o'clock a. M, at the offic
of the company in Hoboken.
For the purposes of this meeting tn
stock transfer books will be closed Apr
18 at o'clock.
Holders of this company's stock to
large extent have already expressed the
approval Of the recomm endations of til
board, but the laws of New Jersey reuuir
a two-thirds vote of shareholders to pc,
init the company to reduce it's capits
stock.
Such a vote is the first step necessar
Tor the proposed distribution Of the raj
way companies shares.
The collection Of the May and subse
quent dividends on such shares being fol