Show Statement of Plan Submitted to Court n r Attorney General St. St Paul Minn Juno Tuno 30 Following Following It Ill th the attorney generals general's statement in full tuB as ae presented present d to the court The proposed sale to tho the Pennsyl Penns- vania railroad company compan of or 24 shares 8 of or the capital stock of or the thA Southern Pacific com company pan now owned ned or controlled by the Union p. p Pacific Railroad company being being- about I li per pcr cent of or the total capital stock of ot the Southern Pacific company compan in e ex exchange ex- ex change for shares 42 i C of or f the capital stock of or the tho Pennsylvania RailrOad u l company being r all of or J such RUch stock tock held b by tho the latter and 2004 I pr r cent of the entire stock of the r r Baltimore Ohio company compan obvious obvious- l I h J goes oes far to separate the Southern Pacific company from the Union f F I Pacific company and to that extent t l breaks up the particular unlawful com com- between them assailed in the ther r r original bill and now v be before foro the tho court l I f r dissolution L I Moreover Moreo it divests the PennS Pennsylvania Pennsyl- Pennsyl I i t. t vania anJa Railroad company of ot n a large t amount of or tho stock of an act ac ac- ac- ac I tive tiye competitor competitor the tho Baltimore t Ojito Railroad company company and and thereby remedies ra a highly objectionable con con- fr dillon So far as I am able to ascertain ascer- ascer tan tain such exchange would not result in creating an any new combination in rel reE re- re l E of or trade nor any an another other condition condi- condi f tion in violation of ot existing laws aws t Should the exchange be bo made the ther r union Pacific Railroad company compan would then Wen own per cent of ot the capital 8 stock of or the Baltimore Ohio Rall- Rall Jo d company compan and the Pennsylvania Railroad company would own 14 per percent cent of or the the- capital capita stock of ot the tho Southern South- South i ern era Pacific com company pan r fl ExplaIns of Exchange Since the proposed exchange would be a substantial al step in the dissolution v o 0 of the particular unlawful combination pow jiow under consideration at the tho same time Jt t would destroy the stockholding i ing relation between two other active actIve- ly h. y competitive systems the tho tho Pennsyl- Pennsyl and tho the Baltimore Ohio Ohio and and f since no new conditions contrary to existing law would result f J I think the court ma may properly grant grantE E I leave to mal make e it H subject to the condition condi condl- tion lion hereunder stated While the lines of ot the Pennsyl Pennsyl- vania anIa system appt appear ar to bo be tIe tivo with those of or the Southern Pacific system and und the lines of or tho the Union Pacific system noncompetitive with those of ot the Baltimore Ohio system Edem It is manifest that the tho Pennsylvania Penn Penn- sylvania lines linen an and the Southern Pacific lines do not connect so as to form torm a continuous route nor do those of the Union Pacific and the Baltimore o Ohio Furthermore while t at present nt no fed federal ral law forbids ono one company compan from owning stock In another noncompetitive the tivo line Congress ma may hereafter deem is advisable to change the national policy in that regard and nd the courts court ma may interpret existing laws as to give them meanings different from those now accepted Condition Attached I Wherefore in order that an any future futuro legislation by Congress on the subject of the holding of stock by one railroad in another and also all an existing laws mo may may certainly apply appl to tho the holdings which tho the Pennsylvania Railroad compan com com- pan pany and the Union Pacific Railroad company would acquire b by the tho proposed proposed proposed pro pro- posed exchange said exchange should only he be permitted subject to the following fol tol- fol- fol lowing express s conditions in substance substance substance sub sub- stance stance- That such permission shall hall not be taken or considered as affecting tho the obligations powers rights or 01 duties either present or future laws of an any person or corporation not a 11 party part to this cause nor be tal taken en or an any construed as an adjudication that any any- part party hereto has the right to acquire or hold th the tho shares of stocks BO so o sold or exchanged ox- ox changed nor as an exemption ot of any such party part in respect of such acquisitIon tio tion or holding from tho the operation of an any law now in force torce or which may hereafter ho he enacted Not only would this proviso leave unobstructed the tho power of or Congress hereafter to legislate in respect or ot tho the stocks of transactions in question but If Ir any Illegal condition should result from the proposed propose of ot stocks under existing law the government could fj assail 11 It if It so advised I 1 think the court with propriety mn may approve of or the tho provisions pro contained Inthe in inthe inthe the aforesaid third amended plan for th the disposition or of such shares of ot the Southern Pacific company compan owned or controlled by hy tho the Union Pacific Railroad Railroad Railroad Rail Rail- road company as shall remain after the tho proposed sale Bale of 38 shares to the Pennsylvania Railroad company and of or orIts its entire holdings if it such sale be not consummated These provisions pro put the disposition of or such shar shares s under the tho direction of tho the court Tho The proposal Is to tran transfer fer them to a 0 trust company compan which shall become a n party to the tho proceeding and andIn andIn andIn In effect an arm of the court The trustee trusted has lies no power to vote ote tho the shares pt whoa when and as directed by tho the court Union Pacific stockholders willbe will willbe willbe be entitled to subscribe for certificates of Interest issued b by tho the trust company representing the shares in its custody pa payment ment to he bp made either Ither in full fun at atthe atthe atthe the time of or subscription or 25 15 lO por POl share sharo then and the remainder within twelve twelvemonths twelvemonths months with interest at 6 per cent But the holders will havo have no voting rights and will r receive no dividends until their certificates are aro converted into stock of ot the Southern Pacific company com coni pany and such conversion can only be made upon affidavit that tho the applicant owns no shares of r th the Union Pacific and Is not acting for tor or on behalf of ot otan an any stockholder thereof or In concert agreement ement or understanding with any ny I other person firm or corporation for forthe forthe forthe the control of or the Southern rn Pacific company compan In the Interest of the Union Pacific Railroad company compan but hut in his own behalf bohal In good faith Further the holders of such certificates can receive no Inter interest st on the dividends collected and hold b by the trustee trusten At monthly intervals the trustee is required to report to the court the names name of or all persons firms or corporations corporations corporations corpora corpora- who shall have converted such c certificates into shares of stock of or th Southern Pacific company compan where the conversions involve more than shares and the attorney general ma may require of or the trustee an any other Information Information information mation relating relating- to the tho carrying out of or the planS plan I Time Ihne Limit Fixed If JC by Januar January 1 l 1916 the certificates certificates cates of Interest have not been converted converted con con- b by persons not Union Pacific stockholders into shares of ot the Southern Southern South South- em ern Pacific company th the court ma may order the sale salo of the Southern Pacific shares represented thereby These provisions seem well designed d to bring about a distribution of or the shares o of tho the Southern Pacific company compan unlawfully acquired and controlled b by bythe bytho the tho Union Pacific Railroad company among per persons ons not stockholders of ot the theatter latter atter and thus effectually the ho unlawful combination If the they unexpectedly une fall fail the tho disposition of the stock will remain subject to the further further further fur fur- ther order of the court I su suggest st that before approving the tile Plan now proposed tho the court should di direct direct direct di- di that It be published and that all who ma may be interested whether parties to tho the cause or not be given opportunity opportunity unity to present an any objections which dl y regard worth worthy of or consideration |