HIE OREGON PAILT : JOtmiTAi;, 'PORTLAND, SATORDAT EVENING, APRIL 18,; 1003,
FULL TEXT OF DECISION IN
FAMOUS MERGER: EASE OF
NORTHERN SEGURITIES eO.
Every Iswyer and nearly all Jiustness
' men, besides the workman and the small
T'doaler. .are interested in the decision
'' that knocked out the Northern Securities
v. . Cempany merger at St. Paul on the 10th
' 1 of the month. The case will (0 to the
- ' United State Supreme Court and Us
' final settlement will be a matter of In
ternationa aa well as national Impor
'. ! ' tanoe. The full toxt of the important
document that waa the mergers undoing
(' la here given and la worth filing for
reference:
Jn the Circuit Court of the United
States for the IMstrict of Minnesota,
Third Division United 8tates of Amer
' lea, complainant. s. the Northern Se
curities Company, the Northern Pacific
Railway Company, James J. Hill. Will
iam P. dough. D. Willis James, John &
. . Kennedy, J. Pierpont Morgan, Robert
Baoon, Oeorge F. Baker and Daniel Le
, . mont.' defendants. .. .
Philander C, Knox, AttornesHGeneral;
' D..T. Watson, special counsel. James M.
Beck and W. A, Pay, Assistant Attor
. Beys General and John M. Freeman for
' , the United State. '"
. - Mr. George B. Toung and -the Hon.
John W. Griggs for the Northern 8e
.' . eurltlee Cbmpaay; M. D. Orover for the
Great Northern Railway Company; C
W. Bonn for the Northern Pacific Rail
way Company; Francis Lynde Stetson
and David Wlllcox for Defendants Mor
gan, Bacon and La mont
. : Before Caldwell, Sanborn, Tbayer and
.''- Van Devlnter, Circuit Judges.
Thayer, Circuit Judge, stated the con
clusions of the court:
, v This la a bUI exhibited by the United
a ' States to restrain the violation of an act
of Congress approved July x. 1890, en
titled "An act to protect trade and com
merce against - unlawful restraints and
- monopolies." which la commonly called
. the Bherman Anti-Trust act
The oasa waa heard before a Circuit
, Court composed of four Circuit Judges
of the Eighth Circuit, pursuant to the
provisions of a recent act of Congress,
approved February IX, 1901, which re
quire such cases to be heard "before
not leas than three of the Circuit
Judges of the circuit where the suit is
brought when the Attorney General files
with the clerk of the court wherein the
case la pending a certificate that it is
one of "general publlo importance."
. Such a certificate haa been filed, and. In
accordance with the mandate of the
statute, the case has been given prece
dence over others and In every way ex-
pedlted.
i" a
From admissions made by the plead
ings a well as from much oral testl-
, mony We reach the following conclusions
as respects matters of fact:
- Two? of the defendants, namely, the
Northern Pacific Railway Company and
thm ftrmmt Knrth.rn AaflwAT Comnsnv.
are tha owners respectively of lines of
: railroad which extend from the cities of
Duluth, St Paul and Minneapolis, in the
. State of Minnesota, thence across the
continent to Puget Sound.
tlon have ever been regarded as parallel
- and competing line. For years at least
, i after they were bunt they competed
. ;' ,w .
aental and State traffic.
In the spring of the year 1901 they
nntted in purchasing about 91 per cent
of the entire eanttal stock of the Chl-
. cage Burlington & Qulncy Railroad
Company, and became Joint surety for
tha payment of bonds of the last named
company, whereby tha purchase waa ac
complished, which were to run 10 years
and bear 4 per cent interest per annum.
Tha amount of stock ao acquired waa
ft tha par value of about $107,000,000,
and aa It was purchased at the rate of
. f 100 per chare the bonded Indebtedness
, cf the two companies was thus tn
- creased to the extent of 1200.000,000.
Subsequent to the acquisition of the
' stock of the Burlington company, and
In the summer of the year 1901, certain
large and influential stockholders of the
Northern Paclflo and Great Northern
' companies, who had practical contrpl nf
the two roads and who have been made
parties defendant to the present bill,
- acting In concert with each other, con
ceived the design of plaolng a very
large majority of the stock of both of
tho last named companlea in the hands
. Of a Single owner.
.' V- -' " e e
To this end these stockholders arrang
ed and agreed with each other to pro
cure and cause the formation of a cor
poration under the laws of the State of
New Jersey,' which latter company,
when organised, should buy all or at
least -the greater part of the stock of
the; Northern Pacific and Great Northern
companies.
r The Individuals who conceived and
promoted this plan agreed with each
1 other to exchange their respective hold
ings of stock in the last named railroad
companies for the stock of the New Jer
sey company when the same should be
fully organised, and to Use their lnflu
ence to Induce other stockholders In
their respective companies to do like
wise, to the end that the New Jersey
company might become the sole owner
cf the whole or at least a major por-
In accordance with this plan the de
fendant th,i Northern Securities Com
. pany (hereafter termed the Securities
- Companv) was' organised under the laws
of the State of New Jersey on Novem
ber 13. 1901, with a capital stock of
400,000,000, that sum being the exact
V amount required to purchase the total
Stock of the two railroad companies at
the price agreed to be paid therefor.
When the Securities Company was
organized It assented to and became a
party to the acheme that had been de
vised by Its promoters before It became
a legal entity.
Very shortly after Its organization the
Securities, Company acquired a large
majority of all the stock of the North
ern Pacific at the rate of J 115 per share,
paying thefefor in its own stock at par.
At the same time it acquired about 300 -000
shares of- the stock of the Great
Northern Company from those stock
holders of that company who had been
Instrumental la organizing the Securi
ties Company, paying therefor at the
rate of $180 per share and using its own
Ctock at par to make the purchase.
:. .The Securities Company subsequently
made further purchases of stock of the
Great Northern Company at the same
rate, and In about two months had ac
quired stock ' of the latter company
amounting at par to, about J9 J. 000,000.
using for . that purpose Its own stock
to' the amount of about $171,000,000.
The Securities Company was enabled
to make the 1 subsequent purchase of
ptock from stockholders of the Great
Northern Company not Immediately con
cerned In the .organisation of the Se
curities Company by the advice, pro
curement and persuasion of these stock
holders of the Great Northern Company
without, having been instrumental In
organising the Securities Company and
exchanged their own stock for stock in
that company shortly after its organlxa
tloa At the present time the Securities
Company Is the owner of nbout 98 per
cent of all the stock of the Northern
Pacific Company and the owner of about
It per rent of all tha stock of the Great
Northern Company.
.-see
The scheme which was thus devised
and consummsted led Inevitably to the
following results: First, it placed the
control of the two roads In the hands
of a single person, to-wlt. the Securities
Company! by virtue of its ownership of
a large majority of the stock of both
companies; second, it destroyed every
motive for competition between two
roads engaged In Interstate traffic which
were natural competitors for business.
by pooling the earnings tf the two roads
for the common benefit of" the stock'
holdors of both companies; and, accord
ing to the familiar rule that every one
is presumed to Intend what Is the neces
sary consequence of his, own acts when
done wilfully and deliberately, we must
conclude that "those who conceived snd
executed the plan aforesaid intended
among other things to accomplish these
objects. .
Tha general question of law arising
from this state of facts Is whether such
a combination of Interests as that above
described falls within the Inhibition of
the anti-trust act or Is beyond Its reach.
The acts brands as illegal "every
contract combination ' In the form of
trust or otherwise or conspiracy In re
straint of trade. or commerce among the
several states or with foreign nations."
.
Learned counsel on both sides have
commented on the general language of
the act, doing so of 'course for a differ
ent purpose, and the generality of the
language employed is. In our Judgment,
of great significance. Tt Indicates, we
think, that Congress, being unable to
foresee and describe sll the plans that
might be formed and all the expedients
that might be resorted to. to place re
straints on Interstate trade or com
merce, deliberately employed words of
such general Import as. In its opinion,
would comprehend every scheme that
mlRTit be devised to accomplish that.
What Is commonly teemed a "trust"
was a species of combination organized
by Individuals or corporations for the
purpose of monopolising the mnnufne
ture of, or traffic In, various articles and
commodities, which was well known and
fully understood when the anti-trust act
was approved.
Combinations In that form were accordingly-prohibited,
but Congress, evi
dently anticipating that the combination
might be otherwise formed, was careful
to declare that a combination In any
other form If in restraint of Interstate
trade or commerce, that Is, If It di
rectly occasioned or affected such re
straint, should likewise be deemed Il
legal. see
Moreover, In cases arising under the
act. It has been held by the highest ju
dicial authority In the nation, and its
opinion has been reiterated in no un
certain tone, that the act applies to
interstate carriers of freight and pas
sengers 'as well ss to all other persons,
natural or artificial; that the words "In
restraint of trade or commerce" do not
mean In unreasonable or partial re
straint of trade or commerce, but any
direct restraint thereof; that an agree
ment between competing railroads which
require, them to act In concert In fixing
the rate for the carriage of passengers
cr freight over their respective lines
from one state to another ahd whjich by
that means restricts temporarily the
right of any one of such carriers to
name such rates for the carriage of such
freight or passengers over Its road as
It pleases, is a contract in direct re-
rtralnt of commerce within the meaning
of the act In that It tends to prevent
competition: that It matters not
whether, while acting under such a con-
tract the rate fixed is reasonable or un
reasonable, the vice of such a, contract
or combination being that It confers the
power to establish unreasonable rates
and directly restrains commerce by plac
ing obstacles In the way of free and un
restricted competition between carriers
who are natural rivals for patronage:
and finally that Congress has the power
under the grant of authority contained
In the Federal Constitution to regulate
commerce to say that no contract or
combination shall be legal which shall
restrain Interstate trade ' pr commerce
by shutting off the operation of the gen
eral law of competition, tunitea states
vs. Trans-Mlsourt Freight Association,
100 U. 8. ISO; United States vs. Joint
Traffic Association, 171 U. S. 605; Addy
ston Pipe & Steel Company vs. United
States. 17S U. S. 111.)
... Taking the foregoing propositions for
granted because they have been decided
by a court whose authority is control!
ing, it is almosttoo plain for argument
that the defendants would have violated
the anti-trust act if they had done,
through the agency of " natural persons,
what they have accomplished through
an artificial person of their own crea
tion. ' .
That is to say. If the same Individuals
who promoted the Securities Company,
in pursuance of a previous understand
ing or agreement so to do, had trans
ferred their stock In the two railroads
to a third party or parties and had
agreed to Induce other shareholders to
do likewise until a majority of the stock
of both companies had been vested In a
single Individual or association of Indi
viduals and had empowered the holder
or holders to , vote the stock aa their
own, receive all the dividends thereon
and prorate or divide them among all
the shareholders of the two companies
who had transferred their stock, the re
sult would have been a combination in
direct restraint of interstate commerce
because ft' would have placed In, the
hands of a small coterie of men the
power to suppress competition between
two competing Interstate carriers whose
lines are practically parallel. .
It will not do to say that so long as
each railroad company .has Us own
board of directors they operate' -Independently
and &are not controlled by the
owner of . tne. majority "of their ' stock.
It is the common experience -of mankind
that U acts of corporations are dic
tated and. that their policy Is controlled
by those who own the majority of their
stock; Indeed, one of the favorite meth
odic in th.-se days, and about .the only
method, of obtaining control of a cor
poration, Is to purchase the greater part
ot Its stock. It was the method pur
sued by the Northern Pacific and Great
Northern companies to obtain, control of
the Chicago. Murllngton ft Qulncy Rail
road; and so long as directors sre chosen
by stockholders the letter will neces
sarily dominate the former and In a real
sense determine all important corporate
acts.
Tho fact that the ownership of a ma
jority of the oupltal stock of a corpor
ation gives one the mastery and-control
of the corporation was distinctly recog
nised and declared In Pea real 1 vs. Great
Northern Railway. 161 V. S. M-71.
The same fact has been recognised and
declared by other courts. (Pennsyl
vania Railway Company vs. Common
wealth, 7 Atl. (Pa.) 1(8-171; Farmers'
Loan St Trust Company vs. New York
A Northern Railway Company,. U0 N.
Y. m-426; People ex rel. vs. Chicago
Gas Trust Company. 130 111. 26$, tt'.N.'
E. Rep. 798-802. i
In opposition to 'this view counsel
cite Pullmnn Car Company vs. Missouri
Pacific Company (lis Mo. S7. ), but
in -that case the meaning of the word
"controlled"' aa used In a private con
tract was the point under consideration
and what was said on the subject can
not be held applicable to cases arising
under the anti-trust act when the point
Involved Is whether the ownership of
all the stock of the two competing and
parallel roads vests the owner thereof
with the power to suppress competition
between such roads.
We entertain no doubt that it does;
Indeed, w regard suppreslon of compe
tition, and to that extent a restraint of
commerce, as the natural and Inevitable
result of such ownership. What has
been done through the organisation of
the Securities Company accomplished
the object which Congress has de
nounced as illegal more effectually, per
haps, than such a combination as Is last
supposed. That is to say. by what has
been done the power has been acquired
(and provision made for maintaining it)
to suppress competition between two
Interstate carriers who own and operate
competing and parallel lines of railroad,
and competition, we think, would not be
more effectually restrained than it now
Is under and by force of the existing
arrangement If the two railroad com
panies were consolidated under a single
charter.
e
It Is manifest, therefore, that the New
Jersey charter Is about the only shield
which the defendants can Interpose be
tween themselves and the law.
The reasoning which led to the ac
quisition of that charter wonld seem to
Iirvp ln-en that while as individuals the
promoters could not by agreement be
tween themselves place the majority of
the stock of the two competing and
parallel roads in the hands of a single
person, or a few persons, giving him or
them the power to operate the roads irt
harmony and stifle competition, yet that
the same persons might create a purely
fictitious person, termed a corporation.
which could neither think nor act. except
as they directed, and by placing the
samo stock In the name of such artificial
being accomplish the same purpose.
The manifest unreasonableness of
such a proposition and the grave conse
quences sure to follow from its ap
proval, compel us to . assume that It
must be unsound, especially when we re
fleet that the law, as administered by
courts of equity, look Always at the sub
stance of things; at the object accom
plished, whether It be lawful or unlaw
ful, rather than upon the particular
devices or means by which It has been
accomplished. So far aa the New Jersey
charter Is concerned, the question
broadly stated, which the Court has to
determine, Is whether a charter granted
by a state ean be used to defeat the will
of tho National Legislature, as ex
pressed In a law relating to Interstate
trade and commerce over which Con
gress has absolute control.
Presumably, at least no charter
granted by a- state Is Intended by the
state to have that effect or to be used
for such a purpose, and in the present
Instance it Is clear that., the State of
New Jersey did not Intend to grant, a
charter, under cover of which an object
denounced by Congress as unlawful,
namely, a combination conferring the
power to restrain interstate commerce.
might be formed and maintained, be
cause the enabling act Under which the
Securities Company was organised ex
pressly declares that' three or more per
sons may avail themselves .of the pre
visions of the act and Teapme a corpor
ation for any lawful purpose., (Laws
of New Jersey. 1899, p. 473.)
This language is not merely per
functory; it means, obviously, that what
ever powers the incorporators , saW fit
to assume they must hold and exercise
for the accomplishment of lawful ob
jects. The words in question operate,
therefore, as a limitation upon all the
powers enumerated in - the articles of
association which were filed by the pro
moters of the Securities Company; that
however extensive and comprehensive
their powers may seem to be, the State
of New Jersey haa said, xou shall net
exercise them so as to set at defiance
any statute lawfully -enacted by the
Congress of the United States or any
statute lawfully enacted by any atate
wherein you see fit to exercise your
powers.
see
But aside from this view of the sit
uation. If the State of New Jereey had
undertaken to invest the incorporators
of the Securities Company with the
power to do acts in the corporate name
which would operate to restrain Inter
state commerce and for that ' reason
could not be done by them acting as an
association of individuals then we have
no doubt that such a grant would have
been void under the plans of . the Anti
Trust act, or at least that the charter
could not be permitted to stand In the
way of the enforcement of that act.
The power of Congress over interstate
commerce is supreme, far-reaching, and
acknowledges no limitations other than
such as are prescribed In the Constitu
tion Itself. (Gibbons vs. Ogden, 9
Wheat 1, 197; County of Mobile vs. Kim
ball. 10! U. S. 691, 696, 697; Champion
vs. Ales U. 8., decided" February 28,
1903.)
No legislation on the part of a state
can curtail or interfere with its exer
cise, and in. view of repeated decisions
no, one can deny that it ls-e legitimate
exercise of the power In question for
Congress to say that neither natural nor
artificial persons shall combtne to con
spire in any form whatever to place re
straints 'on. 'interstate trade or com
mere. (United States vs. Trans-Mls-
eourl Freight Association. 169 U. S. 390
United .States v Joint Trafflo Associa
tion, 171 V. S. , 605: Addlston Pipe
Steel Company vs. United States. 176
U. S $11.)
It la urged, however, that such
combination of adverse interests as was
formed and has been heretofore de'
errlbed was .lawful and not prohibited
by the Antl-Truxt nrt because suoh re
straint upon interstate trade or com
merce. If any. as It Imposes, is indirect,
collateral and
remote, and hence that
(he combination l not one of that char
acter, which the Congress of the United
States can lawfully forbid. The follow
ing cases are relied upon to sustain the
contentions . United States vs. B. C
Knight Company, in 6 l S. I; Hopkins
ys. United States. 171 V. 8. 876; Ander
son vs. U, 8 171 U. 8. 604.
'It pertinent, therefore, to Inquire
In what .way the existing combination
that has been formed does affect Inter
state commerce. It affects It, we think,
by-irlvlng to a single corporate entity,
or. more accurately, to a few men act
ing In concert and In Its name and un
der cover of Its charter, the power to
control all the mentis of transportation
that are owned by two competing and
pxrallel railroad cngnired In Interstate
commerce; In other words, the power to
dictate ' every Important act which the
two companies may do; to compel them
to act in harmony In establishing Inter
state rates for the carriage of freight
and passengers, and generally to pre
scribe the policy which they shall pur
sue. . ;
. It matters not. we think, through how
many hands the orders come by which
these alms are accomplished or through
what channels:, the power was not only
acquired by, the combination, but It Is
effectually exercised and It operates di
rectly on interstate comnwrce. notwith
standing the manner of its exercise, by
Controlling the means of transportation,
to-wlt.- the cars, engines and railroads
by which persons and commodities are
carried, as -well as by fixing the price
to be charged for such carriage.
The cases" jabove cited and on which
reliance Is placed to sustain the view
that the restraint Imposed Is merely
Indirect remote. Incidental or collateral,
are not relevant, for. ns was fully ex
plained , In (Addyston Pipe Steel Com
pany VS. V. B-M175 I'- a 211. 238. 240.
243). one f itoeae cases (U. S. VS. E. C.
Knight Company) dealt only with a
combination within a state to obtain a
practical monopoly -of the manufacture
of sugar, and .it was held that the com
bination .only, related to manufacture,
and not to commerce nmong tho states
or with foreign nations; that the fact
that an article was manufactured for
export to another state did not make It
an article of Interstate commerce before
transport tm had been begun or neces
sarily subject it to Federal control; snd
that the effect of the cemhlnatlofi then
under consideration, on Interstate com
merce, was at most only Incidental and
collateral. .
But while commencing on its previous
decision in V. 8. vs. E. C. Knight Com
pany, the Court took occasion to say, in
Addyston Pipe A Steel Company vs.
U. S. (176 U. S. 24L that when a con
tract la made for the sale and delivery
of an article In another state, the trans
action Is one of Interstate commerce, al
though the vendor has also agreed to
manufacture the article sold; and that
combinations to control and monopolise
such transactions would be in restraint
of interstate) commerce.
In the other cases (Hopktns vs. the
XT. 8. and Anderson vs. the U. 8.) It was
held that the business of the members
of the Kansas. City Livestock Exchange,
which was under consideration by the
court was not Interstate commerce and
that the act did not affect them, and
that, even if they were so affected, the
particular agreement which was in
volved did not operate as a restraint of
interstate commerce.
We fail to find In either of these cases
any suggestion that a combination such
as the one in hand, the objeot and neces
sary effect of which is to give to a
single person or to a ooterle of persons
full control of all the means of trans
portation owned by two competing and
parallel lines of road engaged in Inter
state commerce, as well as the power to
fix the rate for the transportation of
persons and property, does not directly
and Immediately affect interstate com
merce. No combination, as it would
seem, could more Immediately affect it
e. e
Again. It Is urged tentatively that if
the existing combination which the
Government seeks to- have dissolved Is
held to be one to violation of the Anti
Trust act and Unlawful, then the act
unduly restrict the right of the Indi
vldual to make contracts, buy and sell
property and is Invalid for that reason.
With reference to this contention It
might be sugested (as It has been by the
Government) that as the situs of the
stock which the Securities Company has
brought is in the states of Wisconsin
and Minnesota, which respectively char
tered the Northern Paclflo and Great
Northern companies, and as the stock
owes Its being to the laws of those
states and as each state has forbidden
the consolidation of oompetlng and par
allel lines of road therein and has like
wise prohibited the consolidation of the
stock and franchisee' of such roads
the contention mentioned is entitled to
little consideration In the case at bar.
But waiving and ignoring this sug
gestion, the argument advanced in be
half of the defendants Is met and
answered, so faf as this court is con
cerned, by the decision In Addyston
Pipe Steel Company vs. V. B. (175 U.
S. 228. 229), where It Is said Inter alia:
under this grant of power to Congress
the power to regulate commerce be
tween the several states and with for
eign nations that body In our Judgment
may enact such legislation as shall -de
clare void and prohibit the performance
of any contract between. Individuals or
corporations where the natural and di
rect effect of auch a contract will be.
when carried out, to directly, and not as
a mere Incident to other and Innocent
Dumoses. rearulate. to any substantial
extent, interstate- commerce
s e e-..
We do not assent to the correctness
of the proposition that' the constitution
al guarantee of liberty to the Individual
to enter into private contracts limits the
power of Congress and prevents It from
legislating on the Subject of contracts'
Of the class, mentioned. ' h - : -
Tt has been held that the word "lib.
erty." as used in -the Constitution, was
not to be confined to the mere liberty of
a
persons, , but included among others a
right to enter Into certain claases of
contracts for the purpose of enabling
the clttxen to carry on his business.
nut it has never been. and. In our
opinion! ought not to be, held that the
word included the right to enter into
private contracts upon alfsubjects, no
matter, what their nature, ' and wholly
Irrespective, among ether things, of the
fact thst they would. If performed, re
suit In the regulation Cf interstate com
merce and In violation of aa act of Con
gress upon that subject , '
The provision of the Constitution does
not, as we believe, exclude Congress
foom legislating with regard to con
tracts of the above nature while In the
exercise of Us Constitutional right to
egulate eommerce among the states.
The provision regarding the liberty of
the citisen Is to some extent limited
by the commerce clause of the Constitu
tion , and the power . of Congress
to regulate Interstate commerce com
prises the right to enact a law pro
hibltlng the cltlien from entering Into
those private contracts which ' directly
and substantially, and not merely Indi
recti y. remotely. Incidentally and col
laterally, regulate to a greater or less
degree commerce among the states.
We cannot so enlarge tht scone of the
longunge of the Constitution regarding
the liberty of the citlxnn as to hold
that It Includes or that It was Intended
to Include a right to make a contract
which. In fact, restrains and regulates
interstate commerce, notwithstanding
Congress, proceeding under the Consti
tutional provision giving to It the pow
er to regulate that commerce, had pro
hibited such contracts.
These observations, as a matter of
course, preclude further controversy
over the power of CoAgress to limit
to some extent the right to make con
tracts when enacting laws for, the regu
lation of commerce between the states.
et- ."I K ft ,-..- I". j 4. f -"-,'
r
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. ATTTOI13Y-aENERU:i KNOX?
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WHO POUQHT THE MERQER
Learned counsel for the defendants
further contend as follows: Thst the
Anti-Trust act was not Intended to In
clude or prohibit combinations looking
to the virtual consolidation of parallel
and compftlng lines of railroads, al
though such a combination nnerstes to
stifle competition; that no relief can be
granted to the government In this In
stance, because the combination or con
spiracy of which It complains has ac
complished Its purpose, to wit. the or
ganisation of the Securities Oomonny
and the lodgement of the majority of the
stock of the two railroads In Its hands
before the bill was filed, and finally that
the combination proven was one "formed
In aid of commerce and not to restrain
It"; In other words that It was formed
to enlarge the volume of Interstate
traffic and thus benefit the public,
' The Court cannot assent to either of
these propositions. The first, we think,
Is clearly untenable, for the reasons al
rendy stated and fully disclosed In the
decisions heretofore cited.
Concerning the second contention, we
observe that it would be' a novel, not
to say absurd, interpretation of the
Anti-Trust act to hold that after an un
lawful combination is formed and has
acquired the power which it had no
right to acquire, namely, to restrain
commerce by suppressing competition.
snd Is proceeding to use it and execute
the purpose for which the combination
was formed. It must be left In posses
slon of the power that it has acquired
with full freedom to exercise It
Obviously the act when fairly Inter
preted, will bear no such construction,
as it Is confessedly aimed to destroy
the power to place any direct restraint
on Interstate trade or commerce when,
by any combination or conspiracy form
ed by either natural or artificial persons.
suoh a power hss been acquired; and the
Government may intervene and demand
relief as well after the combination Is
fully organised as while it is In pro
cess of formation. In this Instance.' as
we have already said, the Securities
company made itself a party to a com
bination In restraint of interstate com
merce that ante-dated Its organization.
as soon ss it came Into existence, doing
so of course under the direction of the
very Individuals who promoted It,
Relative to the third contention,
which has been pressed with great seal
and ability, this may be said:
It may be that such a virtual con
solidation of parallel and . competing
lines of railroad as has been effected,
taking a broad view of the situation. Is
beneficial to the public rather than
harmful. It may be that the motives
which Inspired the combination by
which this end was accomplished were
wholly laudable and unselfish; that the
combination was formed by the r Indi
vidual defendants to protect great In
terests, which had- been committed to
their charge; or it may be that the com
bination was the initial and a necessary
step. In the accomplishment of great de
signs which, flf carried : out
tha acts of the said companies cr either
of them by virtue of It holding such
stock; enjolntng the Northern Pacific
and Great Northern companies respee
tlvely, their officers, directors and
agents front permitting1 such stock to -be
voted by ttie Northern Securities Coro-i
pany or any agents or attorneys onjflts
v?iiiu( amy vvryvmiv vieuiiuu ivr ui
rectors officers cf either of aald com
panies and! likewise enjoining them from
paying any dividends, to .the securities
Company on account Of' said stock or
permitting or suffering the Securities
Company to exercise any control what
ever over the corporate acts of said
companlea or to direct the policy of
either: and. finally, permitting the Se
curities Company to return and transfer
to the stockholders cf the Northern Pa
cific and Great Northern companies any
and all shares of stock of those com
panies which it may have received from
such stockholders In exchange for Its
own stock, or to make such transfer and
assignment to such person or persons aa
are now the holders and owners of its
own stock originally Issued In exchange
for the stock of said companies.
RESOLUTIONS 0FN RESPECT.
In memory of the late Rosa F. Bur
rell. the Ladles' Relief. Society of Port
land has adopted the following:
In the passing away of Mrs, Rosa F.
Burrell, the Ladles' Relief Society haa
sustained an Irreparable loss. ' To many
of us she was a life-long friend and
co-worker; to all she was endeared by
her beautiful life cf unostentatious
charity and benevolence, and example
of the best snd truest womanhood. Sho
was a power and a factor in all good
works where rare Judgment tact wis
dom, unselfishness and practical advice
and assistance were exercised. All too
soon she has left vacant a place In our
midst which cannot be filled. Deeply
as we mourn her, dearly as we shall
cherish her memory, we can find no
words of praise or eulogy .to add to the
lustre of her beautiful life. It speaks
for Itself, and Is her most enduring mon
ument but as friends and co-workers
we do express our grief and sense of
personal loss, our appreciation of her
beautiful character and work among us.
L. W, SITTON.
C. F. ROCKWELL,
G. M. PITTOCK.
Committee.
I
4-
HI
Origin of Some oflErin's
Sweet Melodies
The
44
Waring of the Green
Now Permitted la
England.
" 1$
OREGON IN TEE LEAD.
In a letter to W. E. Coman, general
passenger and freight agent of the
Southern Pacific, G. M. McKlnney of
Chlgaco, general Immigration agent of
the Harriman lines, says that Oregon is
far outstripping all its neighbors In the
number of inquiries for literature re
garding the resources of the state. Mr,
McKlnney says he. hag found the pub
lication. "Resources ef Oreeon to h
one of the most popular pieces ot lit
erature he has ever had In stock, and
it haa been a splendid advertisement for
the 1903 Fair. He asks for 100,000
more copies.' and if possible he would
line to have 100,000 copies.
LICENSES SYSTEMATIZED.
The license department of the City
Auditors office was placed under the
charge of Deputy City Auditor W, S.
Lotan this morning.- Mr. LoUn will
assign the officers to districts as occa
sion requires, and each morning notices
will be given the offloer of the work to
which he Is expected to attend. This
will embrace the name, address and
buslnss of .the person subject to the
license ordinance, and also. If he should
be a delinquent, the number of quarters
lor which be is in arrears.
WOMAN .WAS HELD UP
as they
were' conceived, would prove to be of
Inestimable value to the communities
which these roads serve and to the
country at large.
Wo shall neither affirm nor deny
either of those propositions because they
present Issues which we are not called
upon to determine and some of them in
volve questions which are not within
the province of any court ,to decide. In
volving, ss they do, questions of public
policy which Congress must determine
It is our fluty to ascertain whether
the proof discloses a combination in
direct restraint of Interstate com
merce, that is to Bay, a combination
whereby the power has been acquired to
suppress competition between two or
more competing and parallel lines of
road engaged In interstate commerce.
If It does disclose such combination.
and we have little hesitation in answer
ing this question In the affirmative, then
the Antl-Trnst act as It has been here
tofore Interpreted by the court of last
resort, has been violated and the Gov
ernment is entitled to a decree.
.
A decree in favor of the United States
will accordingly be entered to the fol
lowing, effect:
Adjudging that the. stock of the
Northern . Pacific and Great Northern
companies, now held by the Securities
Company, was acquired In virtue of a
combination among the defendants in re
straint ot trade and commerce among
me qeverai states, sucn as tne Antl-i
Trust acti denounces b Hlpa1- ti4nin
Ing the Securities Company from ac
quiring or attempting to acquire further
stock of either of said companies; also
enjoining It from voting such stock at
any meeting of the stockholders of
either . of said . railroad . companies or
exercising or attempting to exercise any
control, direction - or supervision over
wnue wanting toward ner noma on
Eighth street last night at 1:30 o'clock,
Eva Follett was held up by a masked
highwayman. He had a revolver, which
he displayed, though he did not level
it at the frightened woman. He searched
her Jacket pockets, but falling to find
any coin, walked away leisurely, leaving
nis victim to ao a she pleased. The
affair waa promptly reported to the
police. No arrests, have been made.
8H AX8 IX HAW'S STOMA.OK.
. (Journal Special Service.)
DES MOINES, Iowa, April 17. J. C.
Blcklln, a -farmer residing near Water
loo, has recovered suddenly By his own
agency from an ailment 'that had baf
fled the skill of the best physicians in
Iowa for fifteen years..,. In. desperation
he swallowed air emetic last night,
enough to even endanger life... The re
sult was that after going, through terri
ble agony two large bull snakes -were
ejected from his stomach, one was 3 feet.
3 inches long ana of an inch in diam
eter. The physicians believed Bucklin
insane until he produced the snakes. '
Sna Sever gets on IT. 8.
"The sun never gets on the English
flag" has been the boast of the Briton
for many years. The clttsens of' the
United States can make the same boast
today. A few statistics Show that the
meridian dividing' east , and west ex
tremities of United 8tatea territory
passes through the Hawaiian Islands
very near Honolulu. .i.
The west point of the United States
territory is on the coast of Maine, 67
degrees west, and the east, point Is In
the Philippines at ; 117 'degrees east.'
From tip to tip? therefore, the . 'United.
States extends ITS degrees, or within 4
degrees -of half the circumference of the.
earths Thus, as the last raj s of the set-.
ting sun fall . on; Rh coast of , Maine the
dawn is breaking In the Philippines.
A song Is the song of a nation only
when it is a song men sing when they
face death, or for the singing of which
they are willing to risk imprisonment.
There la no method In the musical mad
ness of fighting men. Correct and dig
nified odes and anthems are discarded
by them and-the passion of a whole peo
ple finds vent in a march written to stir
the steps of a single provincial battal
ion, such aa the "Marseillaise;" in a
lilting quickstep musically worthless
and fitted with any words such as "Yan
kee Doodle" and "Dixie" or in a sol
emn hymn such as "Eln Feste Burg."
In the trenches of the Crimea the
song was "Annie Laurie." In the
trenches of Cuba the song was "A Hot.
Time in the Old town Tonight." There
was no more reason for lads from Kent
and Yorkshire to choose a Scotch love
song for their "hymn before action"
than for Yankee boys to discard, their
national airs for a ragtime tune but
they did, 80 there can be no argument
as to why Irishmen from one end of thr
world to the other are stirred by "The
Wearing of the Green" as they are by
no other earthly sounds, rich as their
mother land la In rival melodies.
It has a proud hmtory this old song
which once brought forth a royal pre
script agalpst Its being sung In the
British dominions. Long before that
eventful singing It sent men to the
scaffold because it symbolised a patriot
ism that was the assurance of death.
Prison was the penalty, down almost to
the present day. Yet men never ceased
to sing it
Origin of the Song.
Tho origin of the song is not easy to
trace. The well-kept Welsh chronicles
of the Elsteddvod furnish a clue to the
genealogy of most of the old songs of
England and Scotland as well as those
of Wales. But the beginnings qf Irish
melodies are lost In the hase of tra
44rons that merge Into folk-lore.
Antiquarians sre of the opinion that
at first the tune waa- a "keen" the
hereditary funeral song of one cf the
royal houses of the island before the
days of Cromwell. Certain It is that It
was a song of the camp when 'James
made his hopeless stand. But the words -
are lost and It is not. until 1745 that it -
Is found linked with stansas that begin:
The pikes must be together
When the moon 1 on t,he green
The present wordsxethe present song. 1
In fact may, however, be accredited t ;
Dion Bouclcault The words are hlf
written to the ancient melody and In
troduced by him nearly 40 years ago in
the very play that Andrew Mack Is now
playing. . . .
Almost Caused a Blot.
It was on the evening of March 12.
16S that The Wearing of the Green",-
In Its present form was first sung. 'The.'
play, was produced at the Princess The-,
atre 'soon after Clerkenwell Prison was '
blown up by the Fenians. There was a'
storm of indignation In London, and',
Bouclcault'a English associates and ad-j
mlrers. advised him not to sing Jt but. -
sing It he would and did, and It almost
raised a riot. H, ' --
It resulted In the cabinet ministers,.
of the late Queen Issuing an edict pro
hibiting singing of the song 'in the Brit
ish dominions, and for years, although
It thrilled the heart of every Irishman,
It was never heard in public. ; :
If Bouclcault could have lived unt
the' Quoen mado her last visit to the
Emerald Isle, when she consented to the'
wearing of the shamrock, he would have
seen, as the royal party landed from the
Albert Victoria, her majesty's yacht, at
the dock, the Dragoons, Fuslleers. and
Lancers drawn up In f ulPunlform to
salute their- ruler; a sprig of shamrock
was on every breast, and the Queen was
greeted by this same old song, "The
Wearing of the Green."
In those intervening years the walling
air that seems to hold all the pathos of
Ireland had been sung from the cabins
of Galway to the camps of Irish .regi
ments lighting England's battles from
the Cape to Afghanistan, Kipling has
told In "Namgay Doola" how it ha
reached to the mountains of Thibet, and '
tt sets - pulses throbbing in every sec
tlon of this country. -
. Very Obliging.
Two years ago a wealthy Greek mer-'
chant married a beautiful young widow ,
at Smyrna. A little while ago the lady-
fell In love- with a young clerk In her
husband's employ. She confessed her love"
to -her husband, who, after vainly en-"
deavoring to separate the young couple; . -
determined to. be magnanimous. He .
forthwith divorced his wife, gave her '
dowry, of, :i(kQOQ. and acted ' best
man at her subsequent marriage. -Lon- '
don Express.
it