Show HEARING OF ARGUMENTS IN ANTI MERGER CASE st louis march IS haaring of arguments jn the anti merger anso against the northern securities company began at 10 this rooming in the united states court of appeals before judges sanborn caldwell thayer and venter legal counsel for both sides arrived adit night judge announced at the opening of court that the attorneys would not be limited as to timm the presentation of argument tames S beck assistant attorney general opened for the government A brief signed by david wilcox and francis lynde stetson representing J P morgan robert and daniel S lament was presented setting forth that during the reorganization of the northern pacific company alio firm of J P morgan and company of liichi these defendants morgan and bacon arc members acted ai organization reorganization re managers and him ever since been alic fiscal agent of the company the firm lias accordingly at all throes desired to further the best interest of the company ami all its stockholder and especially to aid in steadily developing the business of alie company and the prosperity ot the country it erics erv cs the fann considered that these results acro accomplished so far as possible by the policy of the company during th existence of tho aforesaid voting trust not ong after iho termination of thi voting trust however and very early in may 1001 tha firm became aware that unusually largo purchases of stock of tile company were in progress in alio stock market ap in a single interest tho firm was that chec were for the of securing control of the direction of alio northern pacific company and thus managing it not for what the firm conceived lo 10 be the beat interest of taft company but for some ulterior purpose of alie farm was not informed accordingly alo firm prior to may 7 hawd common acock of the northern pacific company in considerable amounts and their holdings upon that ty amount fl to ehara eh arc ln finukin g taco pur chabos alm arpi ax upon iett own account and an fn acha of no person vcr aal W actuated by no inu fivos savo bior como years the defendant idill and who acro in the great northern company but not including theao defendants had in contemplation temp lation the formation of a corpora tion for the of purchasing their ce antei ceita n that company with the general object that gold should be bield together and the policy and course of of the great northern company be continuous ui in developing th com panya system and the territory Dry harved by it and not subject to radical change and possible inconsistency froni uc to time on or about august 1001 as this plan was approaching maturity said parties for similar reasons determined that they would also sell to the new company when formed their interests in tho northern pacific company which were considerable in amount that the capital of the new company should be made sufficiently large to enable it to purchase all the shares of the great northern and northern pacific companies which the holders might desire to sell and any other shares which tho new company might deem it advisable to acquire by this time it had become known that the purchaser in tho market of the share of the northern pacific coin pany to which reference is made above had been made in behalf of a corporation known as the oregon short line railroad company controlled by the union pacific railroad company and that there were held in its interest shares of tho northern pacific company to about the amount of of preferred stock which however were to be retired on january 1 1002 and afim of common stock together making seven hundred and eighty thousand shares and constituting an absolute majority of the total capital stock of the northern pacific company thereupon and therefore with the view and for the purpose of protecting me northern pacific company and alie holders of its common stock against the possible control and direction of the company in an adverse interest defendants deter mined and advised their friends to sell their northern pacific stock to the new company the northern securities company was accordingly organized pursuant to the law of new jersey upon november 13 1901 it was organized organised sed according to law and all the powers pot in its certificate of incorporation and has full power to do every act which it djs in tact done the pc contains no allegation to the contrary it having become known that the oregon line company was not bisin to sell its holdings of the major part of the northern pacific stock upon satisfactory terms as to price of T P morgan and company deeming such action for the best interest rf be northern pacific company purchased from the said short line company all its holdings of the capital lock of the northern pacific company agreeing to pay partly in cash and partly in shares of the new company when formed after its organization the northern securities company duly purchased all the shares of tho northern pacific company and of the great northern corn dinv hereinbefore mentioned including those purchased by alio firm of J p morgan and company from the oregon short bitic kompany om pany for which it paid partly in cash and in its own AX mf chares it also was willing to purchase the shares of any other shareholders of the great northern company who desired lo 10 sell the same for the price of for each share of the great north arn company payable in its own shares and did actually purchase and pay for considerable amounts of said stock at such price the states all the material facts the petition contains con many adjectives adverts and conclusions which arc unsupported by proof and arc of course without value in stating a cause of action because if the acts done were lawful the question of their intent is without importance the only ground for relief pleaded in the petition is that the ultimate effect of these transactions may lie to diminish in some degree corn petition between the railway companies ana that they therefore constitute a restraint of interstate commerce within federal statute known as the sherman act this is not established by fix proof and in any case would not support the action it is submitted that the action must fail because the transactions were lawful and if the statute applied to them it would be unconstitutional because it would deprive alie securities company of the right to purchase properly and the of the railway companies of the right both to ell their own sharer and to acquire an interest in the shares of others |