to the amount of the purchase price above named, or, if such certificates are not then ready for delivery, its negotiable receipt obliging it to issue and deliver such certificates as soon as ready. For fractional parts of shares scrip certificates convertible into stock in multiples of $100 will be given. NORTHERN SECURITIES COMPANY, By JAMES J. HILL, President. To the NORTHERN SECURITIES COMPANY, New York: The subscribers hereby offer to sell and deliver to the Northern Securities Company shares in the capital stock of the Great Northern Railway Company, represented by the certificates hereto attached, for the price of one hundred and eighty dollars ($180) per share, payable in the fully paid stock of the Northern Securities Company, at par, in accordance with the terms of the circular of the latter-named company, dated November 22nd, 1901. The stock of the Northern Securities Company to be paid in accordance with the foregoing tender should be issued as follows: Shares. Name. Dated 190. Full address. Since the formation of your company with a view of promoting, developing and enlarging the commerce and traffic of the country served by the Great Northern and Northern Pacific Railway Companies, and by the Chicago, Burlington and Quincy Railroad Company, the traffic and earnings of the three railways have largely increased. Rates paid by the public have been materially reduced. The respective railways have been extended and their condition and facilities improved and increased. The stock of the Northern Securities Company was issued solely for the shares of the Northern Pacific and Great Northern Railway Companies, and other properties purchased by it. In forming the company and disposing of its shares, no commissions were paid nor has the company incurred any expenses save those necessary for obtaining its charter, and for the economical conduct of its affairs. The company's acquisition of Northern Pacific and Great Northern shares was made in the full belief that such purchases were in no wise obnoxious to any law of the United States—an opinion which has received the approval of four justices of the supreme court of the United States, namely, Mr. Chief Justice Fuller, and Associate Justices Edward D. White, Rufus W. Peckham and Iliver Wendell Holmes, in the suit brought by the United States against the right of the company to hold and vote the shares. However, the majority of the court, disregarding as irrelevant any beneficial increase of commerce, was of the opinion, that as a matter of law your company's holding 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. Accordingly the railway companies have been forbidden to permit your company to vote or to collect dividends on the shares held by it. Therefore, your directors, at a meeting held this day, have, under advice of counsel, decided that in order to fully and promptly comply with the decree in this suit, it is necessary to reduce the capital stock of the company, and to distribute to its shareholders the shares of stock of said railway companies now held by it. To this end they have adopted resolutions recommending to the stockholders First. That the capital stock of this company be reduced from 3,954,000 shares, now outstanding, to 39,540 shares, being a reduction of 99 per centum. Second. That said 99 per cent. of the present outstanding shares be called in for surrender and cancellation. Third. That against each share of the stock of this company so to be surrendered, there will be delivered $39.27 stock of the Northern Pacific Railway Company, $30.17 stock of the Great Northern Railway Company, and proportionate amounts thereof for each fraction of a share of stock of this company so to be surrendered. As required by the laws of the State of New Jersey, under which the company was created, a special meeting of the shareholders of this company has been called by the board of directors, for Thursday, April 21, 1904, at eleven o'clock in the forenoon, at the office of the company, 51 Newark Street, Hoboken, N. J., to vote upon said resolutions and upon such other business as may be brought before said meeting. For the purpose of this meeting, the stock transfer books will be closed April 18, 1904, at three o'clock P. M. Holders of this company's stock to a large extent have already expressed their approval of the recommendations of the board, but the laws of New Jersey require a two-thirds vote of the shareholders to permit the company to reduce its capital stock. Such vote is the first step necessary for the proposed distribution of the railway companies' shares. The collection of the May and subsequent dividends on such shares being forbidden by the decree until such distribution has been made, the importance of promptly executing and forwarding proxies is obvious. The assets of the company remaining in its treasury after the foregoing distribution is made, will consist of stocks and other property in no way involved in the suit, producing income, and conservatively valued at an amount in excess of the $3,954,000, to which it is proposed to reduce the stock of your company. Notice of the due approval by the special meeting of the recommendations of the board of directors will be immediately published, whereupon, stockholders should deliver their entire holdings of stock at this office promptly on and after April 23, 1904. Against such delivery, certificates for the one per centum thereof to be retained by stockholders, will be returned to them, together with the amount of stock of each of said railway companies, to which they may become entitled as above, on account of the ninety-nine per centum of their holdings of Northern Securities stock surrendered for cancellation. Fractional parts of shares will be adjusted by the delivery of scrip certificates. All stock surrendered must be fully executed for transfer, either upon the certificates or upon an attached power of transfer. By order of the board of directors, JAMES J. HILL, President. EDWARD T. NICHOLS, Secretary. APPENDIX 8. LETTER TO STOCKHOLDERS. NORTHERN SECURITIES COMPANY, New York, June 11, 1904. To the Stockholders: A circular recommending reduction of the capital stock of this company and a ratable distribution of its railway shares as surplus assets was issued March 22, 1904. Shortly thereafter Messrs. Harriman and Pierce and the Oregon Short Line Railroad Company petitioned the circuit court for the District of Minnesota for leave to intervene in the suit of the United States against this company, asking that this company should deliver to them $78,108,000 stock of the Northern Pacific Railway Company (part of the common assets of this company), instead of their ratable proportion of such assets as proposed by your directors in that circular. The court denied the petition. About the same time, another suit on similar grounds was brought against this company in the Court of Chancery of the State of New Jersey by the Continental Securities Company, Clarence H. Venner, president. In this suit an injunction was asked forbidding the holding of your special meeting called for 'April 21, 1904. The court refused to grant the injunction, holding that this company had title to the stocks of the Northern Pacific and Great Northern Railway Companies, that their proposed distribution was in conformity with the laws of New Jersey (the State in which this company is incorporated), and in no way violative of the decrees of the United States court. On the 20th of April, 1904, Messrs, Harriman and Pierce and the Oregon Short Line Railroad Company began another suit |