New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1912-12-19
Wickersham Will Not Consent
to Pro Rata Distribution OF
S. P. Stock Among
up. Shareholders.
LOvETT INSISTS ON RIGHT
BY Agreement with Attorney
General Question Will Be
Taken to the United
States Supreme
Court To day.

Judge Robert s. Lovett. chairman or
the executive committee Of the Harrl-
man railroad system. announced late
Yesterday afternoon that at least one
plan for the dissolution Of the Union
Southern Pacific merger would not
meet the approval Of Attorney General
Wickersham. This was that the gov
eminent would not consent TO the dis
tribution Of Union Pacif1c's holdings OF
s128 $4,000 Southern Pacific stock to
the Union Pacific shareholders on
pro rata basis by sale, dividend or
otherwise.
Judge I,ovett said he found nothing
in the opinion of the Supreme Court 10
warrant the government In denying 10
stockholders of the Union PACING the
rights enjoyed by the stockholders OF
every other corporation that had oeen
required to dispose of stock held con-
trary to the Sherman act, where pro
rata distribution was practicable. and
that an appeal would be taken TO the
United States Supreme Court.
His statement, which gave the re-
suit Of the recent conferences heid IN
Washington between representatives Oh
the railroads and Attorney General
Wickersham, follows:
Immediately after the decision Of the
Supreme Court on the I'd inst. IN tne case Sc
involving the relation OF me onlon u, 5iTen
tors appointed a special committee con, ,
posed of X. s. Lovett, NJ. l.. Schlu aHu
Frank A. Vsnderip to work out ana SUD
nit plan for promptly ard tuiiy Cd[ ~ t tfs
court, and the matter was al once tahe"
up with the government ,......
The Attorney General OF the IHISeu
States has refused 10 approve any pan
Involving the distribution of the Si-o.-
$50. 900 par value OF stock OF the SoutheII
Pacific Company owned bN me l. mon
Traffic Railroad company eNcI!usivey 49, ~
the stockholders of the latter in proper
ton 10 their holdings, whether by sdit;
dividend or otherwise; ana mas deCIditu
that ne would appeal In the event tHe
District Court should approve pro rata
distribution We find nothing in the opin-
i'm of the Supreme Court in this case 10
warrant the government IN denying 10
stockholders of the Union Pacific the
every other corporation that mas been re-
cUired 10 dispose OF stock held contrary TO
the Sherman act, where pro rata uls-
tribution was practicable, as II Is In TINS
case.
In the. Northern Securities case every
stakeholder of the Northern Securities
Company received both Northern Pacific
and Great Northern stock In proportion
TO their holdings of Northern Securities
stock: and this distribution was specih-
cally approved by the supreme Court In
the standard OH case the decree, which
was affirmed by the Supreme Court pro-
vided for "A pro rata distribution among
the stockholders OF the Standard Oil Com
pany. 81,
tribution was impracticable because OF
complications arising from outstanolns
mortgages, changes I'm plants, etc. and
division OF the properties by the Amerl-
can Tobacco Company with two new cor
poraticns was made. but the entire stock
Of the new corporations was sold 10 the
holders Of the common stock of the
American Tobacco Company In proportion
TO their holdings. and in the Powder case
a plan of dissolution was accepted by the
Attorney General which involved a pro
rata distribution 10 the stockholders OF
the principal company.
AS the mandate of the Supreme Court
has not yet issued, we have arranged
tation Of the matter Immediately 10 the
Supreme Court by motion for instructions
10 the District Court In sending down the
mandate 10 that court. We regard the
right Of the Union Pacific stockholders
involved as so fundamental that We feel
compelled to carry the matter to the
court
In view of the increasing number Of
requests from stockholders for informa-
ton as TO the efforts being made to con-
form to the decision Of the Supreme Court
and the status thereof, this statement or
the situation is deemed necessary.