CIRCULATE CORNELL UNIVERSITY LIBRARY GIFT OF Mr. W. J. Crawford Jr. Cornell university i-iuiai y I754.H29K34 DE C z o W^%0ER. ■pf-n^-"' as**-*" -WA^^- 1967 L« APfr-^ M ^mnnm *pi • i T^Fd ; FRAGILE PAPER Please handle this book with care, as is brittle. the paper f^i 4* Tv"^ ^ Vi.w •».**•*' ^r ^ s£- &- The original of this book is in the Cornell University Library. There are no known copyright restrictions in the United States on the use of the text. http://archive.org/details/cu31924011411901 E. H. HARRIMAN A Biography IN TWO VOLUMES VOLUME I E. H. HARRIMAN A Biography BY GEORGE KENNAN WITH ILLUSTRATIONS VOLUME I BOSTON AND NEW YORK HOUGHTON MIFFLIN COMPANY Cfje Sibersfoe Press Cambridge 1922 Value of crops 1899 Kansas $113,522,693 Nebraska 92,469,326 Oregon 21,806,687 Utah 8,242,985 Montana 10,692,515 Colorado 16,970,588 Washington 23,532,150 Idaho 9,267,261 Totals $296,504,205 Total amount of increase $3751980,789 (Thirteenth Census.) Per cent 1909 of increase $214,859,597 89-3 196,125,632 112. 49,040,725 I24.9 18,484,615 124.2 29,714,563 I77.9 50,974-958 200.4 78,927,053 2354 34.357>85i 27O.7 $672,484,994 RECONSTRUCTION OF UNION PACIFIC 177 Agricultural crops, however, were not the only Western products that needed transportation. In the revival of business that followed the reconstruc- tion of the Union Pacific, industrial activity in- creased rapidly in all the far Western States, and between 1900 and 1910 the annual value of manu- factured products in Union Pacific territory rose from $257,000,000 to $530,000,000 in California; in Colorado from $89,000,000 to $130,000,000; in Idaho from $3,000,000 to $22,000,000; in Kansas from $154,000,000 to $325,000,000; in Nebraska from $13,000,000 to $199,000,000; in Utah from $18,000,000 to $62,000,000; and in Washington from $71,000,000 to $221,000,000. This group of States alone, in 1909, produced manufactured goods valued at $1 ,500,000,000, as well as farm crops to the value of $672,000,000 more. It was the growth and development indicated by the above figures that Mr. Harriman anticipated when he began the reconstruction of the Union Pa- cific in the period of business depression that fol- lowed the panic of 1893. The expenditures made by him for railroad betterments from year to year show that he was never taken by surprise, and that the wonderful transportation system which he created was always equal to the demands made upon it by an ever-increasing volume of traffic. During the period 178 E. H. HARRIMAN of his administration the Union Pacific Company spent for additions, extensions, betterments, and new equipment more than $174,000,000, a large part of which came out of earnings. 1 The result of this liberal — not to say unprecedented — expenditure was a complete and radical transformation of the road. Not only were grades reduced and sharp curves eliminated, but 4029 miles of heavier rails were laid on 22,139,000 new cross-ties; 2319 miles of track were ballasted, and 137,000 lineal feet (twenty-six miles) of wooden bridges were taken away and replaced with solid earthen embank- ments or bridges of concrete and steel. Nearly $3,- 000,000 was spent, moreover, for automatic block signals, and in 1909, forty per cent of all the rail- 1 Expenditures of the Union Pacific system (not including the Southern Pacific) for additions, betterments, and new equipment, during Mr. Harriman's administration: Years Amounts 1898 $ 505,368 1899 ■ 8,325,432 1900 11,560,711 1901 13,639,884 1902 10,894,291 1903 12,928,881 1904 1 1,488,467 1905 5481,709 1906 29,175,761 1907 28,051,496 1908 23,261,746 1909 19,279,832 Total $174,593,578 RECONSTRUCTION OF UNION PACIFIC 179 road mileage thus protected in the United States was included in the Harriman lines. Upon a track thus improved it was safe and prac- ticable to use much heavier equipment, and the sum spent for such equipment between 1899 and 1909 was $38,636,715. In 1898, the average weight of Union Pacific locomotives, on the drivers, was thirty- seven tons; in 1909 it was sixty-eight tons. In 1898, the total capacity of all the freight cars that the com- pany owned was 414,858 tons. In 1909, it had grown to 984,923 tons, while the average train-load had increased from 277 tons to 548 tons. The volume of business done by means of this enlarged equipment and heavier train-loading may be measured by the traffic density — that is, by the number of tons hauled one mile per mile of road. In 1898, this ton- nage was 476,009; in 1909, it was 1,054,427 (includ- ing all freight). The number of tons of all freight hauled one mile increased from 2,535,069,468 to 6,393,072,432. Only a small part of this increased volume of business was due to new branch lines and greater mileage; most of it was the direct result of greater efficiency — that is, greater carrying capac- ity over approximately the same length of track. Between 1898 and 19 10, the average number of miles operated increased only eighteen per cent, while the volume of business done increased one 180 E. H. HARRIMAN hundred and seventy-six per cent. In 1898, the gross transportation revenues were only $32,631,000; in 1910, they had grown to $78,750,000. 1 In 1905, the dividend on the common stock was raised to five per cent; a little later to six per cent, and in 1906 to ten per cent; while the market value of the stock increased in value from about $25 a share in 1898 to $195 a share in 1906. It is evident from these figures that the recon- struction and subsequent management of the Union Pacific brought great wealth to Mr. Harriman, through his ownership of many thousand shares of its stock; but his reward was not out of proportion to the benefits that he conferred upon the Nation. Between 1898 and 1909, the service rendered by the Union Pacific to the public far more than doubled in 1 The progressive increase in earnings due mainly to greater trans- portation efficiency is shown in the following table: Miles of Gross trans- Net surplus railway porlalion before dim- Years operated revenue dends 1898 5325 $32,631,769 $9,212,575 1899- •• 5357 34.394.729 9,792,426 1900 5427 39.147,697 12,272,017 1901 5686 43,538,181 12,535,057 1902 57io 47,500,279 14,503,249 1903 5762 51,075,189 15,276,642 1904 5352 55,279,230 16,597,092 1905 5357 59,324,948 22,785.507 1906 5403 67,281,543 31,764,674 1907 5644 76,040,726 36,176,021 1908...., 5781 76,039,225 35,719,400 1909....,., 6062 78,750,461 41,598,401 RECONSTRUCTION OF UNION PACIFIC 181 extent and importance. Freight transportation facil- ities increased in that period by one hundred and forty per cent and passenger travel facilities by nearly two hundred and fifty per cent. What this meant to the people of the trans-Missouri territory is shown by the increase in farm values in the States that the Union Pacific served. In the year 1900, the value of farm lands in Kansas, Nebraska, Oregon, Utah, Montana, Colorado, Washington, and Idaho was $2,342,000,000. In 1910, it was $6,580,000,000. Of course there could not have been anything like this increase of four billion dollars in agricultural wealth without the improved transportation service furnished by the transcontinental railroads, and largely by the Union Pacific. Such service, moreover, was rendered more and more cheaply from year to year. During the period of Mr. Harriman's adminis- tration freight rates on the Union Pacific decreased by from fifteen to seventeen per cent, 1 while the service rendered increased by one hundred and forty per cent. Freight rates in the Western territory finally became so low that for the cost of a two-cent postage stamp a farmer could have a ton of freight carried more than two miles; for the price of an or- dinary lantern globe he could have it moved sixteen 1 Testimony of Mr. Harriman before the Interstate Commerce Commission, p. 172. 1 82 E. H. HARRIMAN miles; and for the cost of ten pounds of tenpenny nails he could send it forty-four miles. The trans- portation of a ton of freight for a distance of one hundred and thirty-eight miles cost him less than he had to pay for a good milk pail, and for the price of a No. 2 Ames shovel he could have a ton of freight carried one hundred and sixty-six miles. 1 It is not surprising that with such rates, and al- most unlimited railroad facilities, the States through which the Union Pacific ran doubled their crop out- put and trebled the value of their agricultural lands in a single decade. If, therefore, Mr. Harriman's achievement be regarded solely from the point of view of public benefit, there can be no question that by increasing cheapness and efficiency of transporta- tion it built up American industry; enlarged the earnings of both labor and capital; and brought opportunities for greater comfort and happiness to millions of human beings. Mr. Harriman found the Union Pacific insolvent, dis- membered, decrepit, its sources of revenue curtailed, without important alliances, friendless. He left it finan- cially powerful, its severed members restored, its road- bed and equipment renewed and of the highest type, dominating traffic conditions in a wide territory and with alliances and influence extending from the Atlan- tic to the farther shore of the Pacific, from the Gulf of 1 The Truth about the Railroads, by Howard Elliott (New York, 1913). P- 158. RECONSTRUCTION OF UNION PACIFIC 183 Mexico to the Great Lakes and even across the Cana- dian frontier. The property which had seemed to his predecessors to be fit for nothing more than to be a con- tinuous object and means of political and financial in- trigue, he transformed into a wealth-creating and dis- seminating machine of the highest efficiency. The transportation-buying public, those who travel and those who ship, has seen efficiency of the highest degree substituted for inefficiency of the lowest order; the Fed- eral Government has collected millions which seemed hopelessly lost; and shareholders have received gratify- ing returns upon their investments. Rates have been lowered and wages raised, traffic has multiplied, and the region served has acquired prosperity without prece- dent. To Mr. Harriman, more than to any other sin- gle agency, is due the fact that, to an extent unknown before, " Through the veins Of that vast empire flows, in Strengthening tides, Trade, the calm health of nations! " * Professor W. G. Sumner, one of the wisest and most far-sighted of American economists, said a few years ago: "The cheapening of transportation be- tween the great centers of population and the great outlying masses of unoccupied land is the greatest fact of our time, and it is the greatest economic and 1 "Harriman the Efficient," by H. T. Newcomb. Railway World, September 17, 1909. Mr. Newcomb was formerly statistician and expert of the Interstate Commerce Commission, and, with Professor Adams, acted in the same capacity for the Senate Committee on Inter- state Commerce prior to the enactment of the Hepburn Law. 184 E. H. HARRIMAN social revolution that has ever taken place." In this greatest of all social and economic revolutions, no sin- gle person played a more important and command- ing part than £. H. Harriman. CHAPTER VII THE EXPEDITION TO ALASKA IN the early spring of 1899, when the reconstruc- tion of the Union Pacific was well under way, Mr. Harriman determined to get a little rest and recreation by making a summer cruise in a chartered steamer up the coast of Alaska to the island of Ka- diak. His attention was directed to this particular part of the territory by D. G. Elliot, of the Field Colum- bian Museum in Chicago, who had interested him in the opportunities there offered for hunting the Kadiak bear, said to be the largest in the world. To a man who loved nature and out-of-door life as much as Mr. Harriman did, the prospect of cruising for a month or two through the wild, glacier-fringed straits and fiords of the mountainous Alaskan coast was in itself attractive, but it was made doubly so by the lure of adventurous sport in a picturesque, little known region, and the chance of getting a specimen of the great Kadiak bear. His original intention was to take with him only his own family and a few friends; but as comfort and safety required a large vessel, there was room for many more, and he there- fore decided to include as his guests twenty-five or thirty scientists, artists, and photographers, who, 1 86 E. H. HARRIMAN "while adding to the interest and pleasure of the expedition, would gather useful information and distribute it for the benefit of others." In pursuance of this plan he went to Washington, in March, 1899, to confer with Dr. C. Hart Merriam, then Chief of the United States Biological Survey, with regard to the personnel of the scientific staff. He came unannounced [says Dr. Merriam] and told me in an unassuming, matter-of-fact way that he was planning a trip along the Alaskan coast in a privately chartered steamer and desired to take along a party of scientific men. He asked my cooperation in arranging plans for the expedition and in selecting the scientific men and outfits necessary for the work. Never having heard of Mr. Harriman before, and knowing nothing of his resources, I made inquiries of a railroad official (for Mr. Harriman had incidentally remarked that he was a railroad man) and was informed that he was a man of means and a rising power in the railroad world. When therefore he called at. my house later in the day, accom- panied by Dr. Lewis Rutherford Morris, of New York, and told me more of his plans, I was less astonished to learn that he had already engaged the steamship George W. Elder and was having her refitted for the voyage. He remarked that he had secured a number of books and maps relating to Alaska and wished advice as to what others were needed, and added that while his plans were as yet in the formative stage, he thought there should be two men of recognized ability in each department of natural science — two zoologists, two botanists, two geologists, and so on — and that each should have an assistant. When I raised the question of cost, remark- ing that few scientific men were financially able to meet THE EXPEDITION TO ALASKA 187 the expenses incident to such a trip, he promptly put my mind at rest by replying that all the members of the ex- pedition would be his guests. After ascertaining his general views as to the kind of men desired for the scientific party, I suggested one of our most distinguished naturalists, Dr. William H. Dall, who had spent many years in Alaska, and the eminent geologist and physiographer, Dr. G. K. Gilbert. Mr. Harriman asked me to bring them to call at his rooms at the hotel. This I did, and the subject of the expedition was talked over at some length. In the course of the con- versation we were impressed by Mr. Harriman's frank- ness and simplicity of manner, and by the directness and relevance of his questions. He was very much in ear- nest, and we realized that the expedition was bound to go, that it would afford opportunity for scientific research, and that to be a member of it would be the event of a lifetime. Before leaving Washington, Mr. Harriman in- vited both Dall and Gilbert to go and both accepted. Thus early was the nucleus of the scientific party estab- lished and the high character of the expedition assured. 1 The technical staff, as finally made up, consisted of two photographers, three artists, and twenty-five men of science representing three museums of natu- ral history, four departments or bureaus of the Na- tional Government in Washington, and six of our largest and most important universities. No more distinguished body of American scientists was ever gathered together for an expedition of this kind. 1 "Recollections and Impressions of E. H. Harriman," by Dr. C. Hart Merriam, then Chief of the U.S. Biological Survey. (An unpub- lished manuscript.) 188 E. H. HARRIMAN Most of its members had a national reputation, and among them were men as well known, even to the general public, as R. Swain Gifford, the New York artist; John Burroughs, author and ornithologist; John Muir, mountain-climber and expert student of glaciers; and George Bird Grinnell, author of many books on American Indians and big-game hunting, and also editor, at that time, of "Forest and Stream." Among the most eminent of the naturalists were Professor Brewer, of Yale; Dr. Dall, G. K. Gilbert, and Henry Gannett, of the U.S. Geological Survey; Dr. Merriam and Dr. Fisher, of the U.S. Biological Survey; Daniel G. Elliot, zoologist, of the Field Columbian Museum, Chicago; Robert Ridgway, ornithologist, of the National Museum in Washing- ton; and Professor Fernow, Dean of the School of Forestry in Cornell University. Mr. Harriman's own party numbered thirteen and consisted of Mrs. Harriman and five children; Mr. and Mrs. W. H. Averell, of Rochester, New York, and their daughter, Miss Elizabeth Averell; Miss Dorothea Draper; Dr. Lewis Rutherford Morris, of New York City; and Dr. E. L. Trudeau, Jr., of Saranac Lake. The mem- bers of the expedition from the East left New York for the Pacific Coast by special train on the 23d of May, 1899, and those from the West joined the main party at Portland or Seattle. THE EXPEDITION TO ALASKA 189 Mr. Harriman lost no time in organizing his sci- entific staff and making plans for its work. On board the special train which carried us from New York to Seattle [says Dr. Merriam], we were given an insight into Mr. Harriman's methodical ways, and an opportunity of learning something of his power of organ- ization and skill in dividing labor and fixing responsibil- ity. The day after leaving New York, he called a meet- ing of the scientific men, said a few words about the pur- poses of the expedition, and announced his desire to place the specialists in control of their work, and to leave the details of the route and itinerary to those most familiar with the region and the opportunties it was likely to afford. This was followed by the suggestion that work would be facilitated and time saved by the creation of an executive committee. Before we reached Chicago such a committee was appointed, and the next day special committees on zoology, botany, geology, mining, and big game were added. The wisdom of this course was demonstrated over and over again by the effi- ciency of the organization — an organization which per- fected its plans in advance and took advantage of every opportunity for work, thus accomplishing results out of all proportion to the time spent in the field. Even the railroad journey was full of interest and profit. To take a party across the continent by special train, and thence to Alaska and Siberia by privately chartered steamer, would seem to be enough; but Mr. Harriman was not content with this ; he wanted us to enjoy everything on the way. So at Omaha a special trolley took us to the Omaha Exposition ; at Shoshone, Idaho, a small caravan of teams and saddle-horses (sent from Utah on telegraphic orders) carried us twenty-five miles to the lava canon of Snake River to see the great Shoshone Falls; at Nampa the train was run up a 190 E. H. HARRIMAN branch to Boise, where we were shown the mint and given a plunge in the great natatorium; at Pendleton, Oregon, we were taken on a much longer detour, cross- ing Snake River at Riparia, traversing the famous Palouse wheat country to Colfax, and thence, by a Northern Pacific special, winding down a side canon to Lewiston. At Lewiston we were met by a steamer which took us down the long canon of Snake River and landed us at the bridge near the junction of the Snake with the Columbia, at which point our train was wait- ing to carry us through the picturesque gorge of the Columbia to Portland, where, before setting out for Seattle, a special trolley took us to the Heights. 1 When the party arrived in Seattle, the steamship George W. Elder, which had been refitted under the supervision of President A. L. Mohler, of the Oregon Railroad & Navigation Company, was in waiting. She had a crew of sixty-five officers and men, with Peter Doran as captain, and Mr. Harriman had engaged an additional force of eleven hunters, pack- ers, and campers to assist the landing parties. The steamer's equipment for the Northern voyage in- cluded a steam launch, two naphtha launches, extra boats, a number of folding canvas canoes, tents, sleeping-bags, camp outfits, and everything that could possibly be needed by the hunters and scien- tific explorers of the party. The expedition sailed from Seattle on the 31st of 1 Dr. Merriam's manuscript, previously cited. w a > Q day, summer and winter, this intermittent and ex- THE EXPEDITION TO ALASKA 197 plosive discharge of ice into the inlet goes on, and has gone on for centuries. When we awoke in the night we heard its muffled thunder, sometimes so loud as to jar the windows in our staterooms, and the swells caused by the falling and rising masses rocked the ship" at a distance of two miles. 1 The quantity of ice pushed into the sea every day exceeds 200,000,000 cubic feet, and the Muir is only one of nine glaciers which discharge bergs into Glacier Bay. In this scenically attractive and scientifically interesting environment the members of the expedi- tion spent five or six days studying the glaciers, climbing the mountains, sketching, painting, photo- graphing, dredging, and making large collections of animals and birds. John Muir, who had visited this part of the coast several times before, had many suggestions to offer with regard to interesting excur- sions and trips, and "when," says Dr. Merriam he excited the enthusiasm of the hunters by a fairy tale about the abundance of wolves in a little snowy valley ("Howling Valley," he called it), eighteen miles back from the front of Muir Glacier, Mr. Harriman promptly decided to go there, notwithstanding the long and fa- tiguing tramp over the ice and snow and the necessity of spending a night on the glacier. Nor was he deterred when Muir himself declined to go, making the clever ex- cuse that he was no hunter. The party consisted of Mr. 1 John Burroughs, in The Harriman Alaska Expedition, vol. 1, pp. 36-37- 198 E. H. HARRIMAN Harriman and Doctor Morris, Grinnell, Trudeau, and myself. The grip proved much more severe than was ex- pected. After tramping sixteen miles over the glacier, the more distant parts of which were covered with snow into which we sank at first to our ankles and later to our knees, we finally reached a point from which we could look into the valley and were disappointed to find it completely buried in snow. For some miles the increas- ing depth of the snow had led us to fear that this would be the case, but Mr. Harriman was unwilling to turn back until we had actually seen the goal. Both going and coming he, like the rest of us, carried a pack weighing about twenty pounds, and he was always either in the lead or near the front. 1 This trip over glacier ice to Muir's "Howling Valley" furnished ample proof not only of Mr. Har- riman's enterprise as a hunter, but of his indomitable spirit and great physical endurance. Few men, fifty- one years of age, would have undertaken a tramp of thirty-six miles over a snow-covered glacier, and still fewer would have been able, in competition with younger men, to keep "always in the lead, or near the front." Mr. Harriman was just from an office desk and was not in training for severe and long- continued physical effort; and yet, with a twenty- pound pack on his back, he waded knee-deep in snow at or near the head of his party, and refused to turn back until he had at least looked into the snow- 1 "Recollections and Impressions of E. H. Harriman," by Dr. C. Hart Merriam. (An unpublished manuscript.) THE EXPEDITION TO ALASKA 199 buried "Howling Valley" and satisfied himself that it was not the habitat of howling wolves. John Bur- roughs afterward suggested that perhaps all the "howling" was done by Muir's imagination! In the course of the march the members of the party were sometimes roped together, to guard against the dan- ger of falling into crevasses, and in the forty-eight hours of almost continuous tramping they had only a few hours' rest when, about midnight, they lay down in their sleeping-bags on the ice. On the 13th of June, the expedition turned south- ward to Sitka, spent there "four humid days" and then proceeded northward again to Yakutat Bay and Prince William Sound. In this part of the voy- age the members of the party saw and enjoyed the most beautiful scenery on the whole Alaskan coast. In our northward journey [says Muir] dark clouds hid the mountains until we reached Yakutat. Then the hea- vens opened and St. Elias, gloriously arrayed, bade us welcome, while the heaving, plunging bergs roared and thundered. Here we spent immortal days, studying, gazing, sailing the blue waters, climbing the hills, gla- ciers, and warm flowery islands, and considering the abounding life. Everybody was naturally enthusiastic, busy, and happy to the heart. The scenery at the head of Disenchantment Bay [an extension of Yakutat] is gloriously wild and sublime — majestic mountains and glaciers, barren moraines, bloom-covered islands amid icy, swirling waters, enlivened by screaming gulls, hair seals, and roaring bergs. On the other hand, the beauty 200 E. H. HARRIMAN of the southern extension of the bay is tranquil and rest- ful and perfectly enchanting. Its shores, especially on the eastern side, are flowery and finely sculptured, and the mountains, of moderate height, are charmingly com- bined and reflected in the quiet waters. . . . For an hour or two after we left Yakutat, we enjoyed glorious views of Malaspina's crystal prairie 1 and of St. Elias and his noble compeers; then down came clouds and fog, leav- ing only a dim little circle about us. But just as we entered the famous Prince William Sound, which I had so long hoped to see, the sky cleared, disclosing to the westward one of the richest, most glorious mountain landscapes I ever beheld — peak after peak dipping deep in the sky, a thousand of them, icy and shining, rising higher and higher, beyond and yet beyond one another, burning bright in the afternoon light, purple cloud bars above them, purple shadows in the hollows, and great breadths of sun-spangled, ice-dotted waters in front. The nightless days circled away while we gazed and studied, sailing among the islands, exploring the long fiords, climbing moraines and glaciers, and hills clad in blooming heather — grandeur and beauty in a thousand forms awaiting us at every turn in this bright and spa- cious wonderland. But that first broad, far-reaching view in celestial light was the best of all. 2 One of the most important geographical achieve- 1 The Malaspina Glacier, which falls into the sea just north of Yakutat Bay, is the most extensive body of ice on the Alaskan coast. It is twenty miles long and sixty or seventy miles wide and is fed by the snow-fields of the Mount St. Elias Range. Its surface area is fifteen hundred square miles or more — almost equal to that of the State of Delaware — and the quantity of roily, sediment-charged water which runs out from under it is so great that the ocean, for a distance of thirty miles from the coast, is tinged a milky white. a John Muir, in The Harriman Alaska Expedition, vol. i, pp. 130-32. THE EXPEDITION TO ALASKA 201 ments of the expedition in this "wonderland" of Prince William Sound was the finding and explora- tion of the Harriman Fiord, a deep but hidden arm or bay which opens off the channel known as Port Wells and which terminates, thirteen miles farther west, in the splendid Harriman Glacier. The dis- covery of this deep concealed fiord, which was not shown on the United States Coast Survey chart and which had never before been navigated by any ves- sel, was almost accidental. On the evening of June 26th [says Dr. Merriam], as we were steaming out of Port Wells, we saw at the head of a short arm on the starboard side a very large glacier which appeared to extend entirely across the head of the fiord. It was a truly splendid glacier, presenting a high sea wall at least two miles in length, and pushed out into the water much farther than any we had previously seen. Mr. Harriman at once changed the course of the vessel and turned into the fiord. Approaching nearer, the most distant point of land on the left, which up to this time had appeared to abut against the ice, was seen to be separated from it, revealing open water beyond. Going still closer to examine the ice caves and pinnacles of the glacier front, we were amazed to discover that the open water continued, stretching away for miles and showing two fine glaciers in the distance. Every one was filled with eager excitement and anxious to con- tinue the exploration. Mr. Harriman asked the captain to turn the ship into the new fiord, but neither he nor the pilot was willing to assume the responsibility of nav- igating the unknown water in the night. So Mr. Harri- man himself took the wheel and pushed the ship on to 202 E. H. HARRIMAN the very head of the fiord, a distance of about thirteen miles. A number of new glaciers were discovered, four of which had massive fronts shedding icebergs into the sea. Others came down nearly to the water, while others hung on the towering faces of the bordering cliffs. We were completely surrounded by rugged snowy moun- tains, presenting an impressive and desolate spectacle of rock, ice, and snow. Then a snowstorm set in, shut- ting out the mountains while we were still in the new fiord, which later was named in honor of its discoverer. On our way back, as we turned the point in front of the huge glacier, the incoming tide caught the ship and swung her with great force toward the ice-wall. The rudder was put hard-a-port, but it was some time before the ship responded and for a few moments it looked as if we were going to be crushed against the ice. 1 The fearlessness and decision of character shown by Mr. Harriman in thus taking full charge of the ship and steering her through thirteen miles of un- charted and unknown water, when the captain and the pilot declined to take the responsibility for such risky navigation, were thoroughly characteristic of the man. There seemed to be nothing that he was afraid to do, and nothing that he did not know how to do. We were constantly surprised [says Dr. Merriam] by his physical strength and his fondness and aptitude for out-of-door pursuits. He was an expert swimmer and diver and an enduring walker and mountaineer. When on the sea he joined heartily in the daily sports on deck, 1 "Recollections and Impressions of E. H. Harriman," by Dr. C. Hart Merriam. (An unpublished manuscript.) in < ►J < a iz a o w u iz; 0! d o iz; <: S a tin O Q 586 Buildings and real estate: Terminals and land $13,896,985 Station grounds and right of way 3.235.988 Station buildings and fixtures 1,878,217 Pumping stations 1,058,294 Fuel stations 1,827,396 Shops, machines and tools 3.33 2 ,7H Miscellaneous structures 1,611,337 Various betterments, docks, engine houses, fencing, etc. 6,636,756 Total buildings and real estate $33,477i684 Recapitulation: Extensions $H4.5 I 3>383 Track betterments 52.907.765 New equipment 41,045,586 Buildings and real estate • 33.477.684 Grand total $241,944,418 The results of these betterments were summed up by Mr. Kruttschnitt in the following words: Through a progressive policy and the assistance of an established credit [that of the Union Pacific] enormous sums were expended for betterments and additions; the physical condition of the roads was vastly improved; grades were reduced and curves eliminated; the lines were shortened wherever possible ; facilities of all kinds were enlarged ; the heaviest and most powerful types of locomotives were freely supplied, and the modern pas- senger and freight cars furnished were of standards not surpassed on any railroad in the United States. As a re- sult, the general service to the public was much im- proved; the danger from accidents was reduced; the traffic was handled without increase of rates, even dur- THE SOUTHERN PACIFIC 259 ing periods of rising prices for material and labor, and the capacity of the roads was so increased that they car- ried for the public a volume of business that it would have been impossible to move at all if the improvement in facilities had not been made. While these changes, made under the administration of Mr. Harriman, improved the return to the stock- holders through the development and transportation of a much greater volume of business at lower cost, they were equally beneficial to the public in providing a safer, straighter, and more comfortable road and better equipment for passenger travel, as well as increased ca- pacity for freight with more certainty in movement and promptness in delivery. 1 Although the Interstate Commerce Commission, which investigated the merger of the Union and Southern Pacific Systems, was strongly prejudiced against Mr. Harriman, it did not venture to deny that his management of the roads had resulted in great material improvement. Commissioner Lane, in his report on "Consolidation and Combination of Carriers," in 1907, said: It has been no part of the Harriman policy to permit the properties which were brought under Union Pacific control to degenerate and decline. As railroads, they are better properties to-day - — with lower grades, straighter tracks, and more ample equipment — than they were when they came under that control. Large sums have been generously spent in the carrying on of engineering works and betterments which make for the 1 Unpublished letter of Julius Kruttschnitt, director of maintenance and operation of the Harriman lines. 260 E. H. HARRIMAN improvement of the service and the permanent value of the property. 1 In view of the fact that Mr. Harriman spent in the reconstruction and reequipment of the two sys- tems more than $400,000,000, or enough, at that time, to build and equip three or four entirely new lines to the Pacific Coast, the Commission could hardly say less than this; but, for reasons of its own, it persisted, nevertheless, in regarding this tremen- dous scheme of betterment as a menace, in some way, to the welfare of the people whose interests it so effectively promoted. If Mr. Harriman had not lived, there would have been a delay of certainly ten years, and possibly twenty, in the development of the resources of the Great West. 1 Report of the Interstate Commerce Commission on "Consolida- tion and Combination of Carriers," by Franklin K. Lane (April 5, 1907), p. 281. CHAPTER X RAILROAD COMBINATIONS . THE merger of the Union Pacific and Southern Pacific lines in 1 90 1 was the largest and most important combination of railroad properties that had ever been made, and in view of the hostile crit- icism to which it was afterward subjected and the attacks that were made upon Mr. Harriman as the leading exponent of the consolidation policy, it may be well to consider briefly the reasons for such com- binations and the effect that they had upon the pub- lic welfare. The consolidation of railroads into large groups, or systems, had its origin in the demonstrated evils of unrestricted competition. More than forty years ago, railway managers became convinced that un- restricted competition was prejudicial to the inter- ests of both shareholders and shippers. It injured the former by reducing their profits, and the latter by vitiating all commercial contracts that were de- pendent upon equality and stability of rates. A ship- per or manufacturer could not safely make plans for the future unless he felt sure that transportation rates would remain substantially unchanged, nor 262 E. H. HARRIMAN could he enter into contracts for future delivery un- less he had some guarantee that, when the time should come for the shipment of his goods, he could get them carried to their destination as cheaply as could any o*f his business rivals. Cut-throat competi- tion between railroads, with the frequent changes and wide discriminations that it involved, deprived him of all security and introduced an element of uncertainty into every business transaction. 1 With a view to avoiding these and other evils of unrestricted competition, the railways, after the disastrous rate wars of 1875 and 1878, entered into what were known as "pooling" agreements, by vir- tue of which freight was apportioned among the several competing roads, or receipts from traffic were divided among them, in such a way as to secure equality and stability. These agreements were not intended to raise rates, or to keep them at an unduly high level; their object was to steady rates — to avoid the competitive changes, differences, and dis- criminations which were as upsetting to the calcula- tions of producers and shippers as they were un- profitable to the railroads themselves. 1 The Interstate Commerce Commission itself said, in 1887, that without stability of rates all business contracts were "lottery ven- tures." It also admitted that railroad combinations had a tendency "to remove obstacles to the interchange of business and to increase the facilities and conveniences for uninterrupted business inter- course." (First Report of the Interstate Commerce Commission, De- cember 1, 1887, pp. 8 and 34.) RAILROAD COMBINATIONS 263 For a period of ten or twelve years, the "pooling" system worked fairly well; but the public became obsessed with the idea that rates could be reduced and kept low only by the unrestrained competition of carriers; and every effort of railway managers to secure uniformity and stability was regarded as a conspiracy to extort money from the people. In 1887, Congress, paying more attention to popular clamor and demagogic appeals than to facts or rea- son, inserted in the Interstate Commerce Bill a sec- tion which made it "unlawful for any common car- rier to enter into any contract, agreement, or com- bination with any other common carrier, or carriers, for the 'pooling' of freights of different competing railroads, or to divide between them the aggregate or net proceeds of the earnings of such railroads, or any portion thereof." Although this prohibition, as a well-known economist has said, "was suggested and carried through by one of those spasms of dema- gogism which have done so much to retard progress," it completely thwarted the attempt of the transpor- tation companies to stabilize rates by means of re- ciprocal agreements. Railway managers then tried to get the same results by organizing joint-traffic associations, which controlled rates through tariff concessions and cooperative adjustments. This plan also worked well for a time, but just as it was be- 264 E. H. HARRIMAN coming most effective it was prohibited by the Su- preme Court, on the ground that it brought about a restraint of trade and consequently violated the provisions of the Sherman Anti-Trust Law. Urged on by the extreme need of stabilizing rates, as well as by considerations of efficiency and econ- omy, the railroads then began to combine into large systems, each of which dominated traffic conditions over a large area. Some of these combinations were made through purchases or leases, some through stock holdings, and some through that form of uni- fied control known as "a community of interest." Congress, however, was opposed to such combina- tions, as well as to the "pooling" and traffic agree- ments that preceded them, for the alleged reason that they had a tendency to raise transportation rates, or to maintain such rates at an unduly high level. But, as a matter of fact, did they have such a tendency? During the period of "pooling" and joint-traffic associations — that is, between 1870 and 1890 — there was a decrease in freight rates of about fifty per cent. In 1870, the average rate per ton-mile was 1.889 cents. In 1880, it was 1.232 cents, and in 1890, 0.941 cent. The decrease on Eastern roads was from 1.61 to 0.55; on Western roads from 2.61 to 0.94, and on transcontinental lines from 4.50 to 0.99. If railroad pools and agreements had a RAILROAD COMBINATIONS 265 tendency to increase rates, or even to maintain them, why did not such tendency become apparent? If we take the era of railroad mergers and com- binations — the period during which the grouping of railroads into large systems proceeded most rapidly — the decline in rates is equally noticeable. In the quarter of a century that ended with 1903, when nearly all the great railroad combinations were formed, including that of the Union Pacific with the Southern Pacific, freight rates per ton-mile decreased from an average of 1.22 cents to an average of 0.77 cent, or nearly forty per cent. The saving to ship- pers by this reduction of rates was approximately one billion dollars in eighteen years on only one of the large Western systems — the Great Northern. In the half -century that followed the Civil War, there was never a time when railroad pools, agree- ments, or combinations increased rates, or even maintained them at a fixed level. On the contrary, there was, throughout that period, a steady and continuous decline, which brought down ton-mile rates, on such a railroad combination as the Penn- sylvania System for example, from two and a half cents to six mills. The conclusion seems to be irresist- ible that the high-rate evil, against which so much prohibitory legislation was directed, did not exist — it was wholly imaginary. 266 E. H. HARRIMAN The only other evil alleged as a reason for pro- hibiting combinations was that the size of the sys- tems that might be formed would tend to produce monopolistic conditions over a wide area and thus give the railroads undue power. But they could exercise that power to the prejudice of the public interest only in one way, namely, by making an ex- cessive charge for the service that they rendered. Theoretically, of course, railroad managers, if they had a complete monopoly of transportation in a given area, or between two given points, might fix almost any rates; but practically they would still be subjected to a very effective economic restraint. If they made charges too high, they would lessen, crip- ple, or destroy the traffic upon which their profits depended. Mr. Harriman, long ago, pointed out the fact that no railroad, or combination of railroads, can charge exorbitant rates without throttling or paralyzing the industries along its lines. "It is im- possible," he said, "for a railroad to sever its inter- ests from those of its patrons. Its life-blood is drawn from their prosperity, and it must furnish them with adequate and ever-increasing facilities at reasonable rates. The widespread popular impression that a railroad company can extort money from the public at will, and in defiance of the laws of trade, is not justified by the facts." RAILROAD COMBINATIONS 267 As a matter of history, the great railroad com- binations formed between 1887 and 1905 — com- binations that were said to be monopolistic in nature or tendency — did not fix unnecessarily high rates. Proof of this is furnished by the records of the Inter- state Commerce Commission. In response to a Sen- ate resolution of inquiry, adopted January 13, 1905, the Commission reported that in the eighteen years of its existence it had heard 9099 complaints, relat- ing to all sorts of railroad methods and practices. Thousands of them charged unjust discrimination between persons or places, but not one alleged ex- orbitant rates. More than eight thousand of the cases of supposed discrimination were informally and amicably settled, and of the forty-five com- plaints that were carried into the courts only eight were sustained. 1 If the great railroad combinations accused of monopoly had charged exorbitant rates, it is inconceivable that in the course of eighteen years complaint of it should not have been made by some one of the nine thousand shippers who came before the Commission. The records of the great railroad combinations that were in existence during the period covered by 1 Railroad Regulation in Its Political Aspects, by Joseph Nimmo, Jr. (Washington, May 4, 1909), p. 5; Highways of Progress, by James J. Hill (New York, 1912), p. 271. 268 E. H. HARRIMAN the Commission's report furnish additional proof that, although the grouping of railroads into large systems enormously increased the service rendered, it did not increase the rates charged. Between 1898 and 1909, for example, the Union Pacific Company increased its capacity for handling freight by about one hundred and forty per cent, while at the same time it lowered rates by an average of sixteen per cent. Abundant facilities are often as important to shippers as low rates; the Union Pacific furnished both. On the Great Northern system, during ap- proximately the same period, there was also a great increase of facilities, accompanied by a reduction of rates which saved shippers one hundred million dol- lars in a single year (1909). 1 The low rates on the Western combined lines were undoubtedly due, in part, to the reduction of grades, the straightening of curves, the use of heavier equip- ment, and the many other improvements in the art of railroading which Mr. Harriman, in particular advocated or introduced ; but they were also due, in very large part, to the increased efficiency and econ- omy which the grouping of railroads into big sys- tems made possible. This, as will presently be shown, was particularly true of the Union Pacific-Southern Pacific merger. 1 Highways of Progress, by James J. Hill (New York, 1912), pp. 260-61. RAILROAD COMBINATIONS 269 Not one of the Western combinations had any- thing like a complete monopoly of the territory that it served ; but the results of a nearly complete monop- oly may be found in the history of one of the great Eastern systems, namely, the Pennsylvania. For many years [says Professor Mead] the Pennsyl- vania has been dominant in the State of Pennsylvania, and has enjoyed the largest advantage from the traffic of the middle Atlantic seaboard. Its rivals have cut into long-distance traffic, but in the most valuable portions of this eastern territory the Pennsylvania Railroad Com- pany has supplied the majority of shippers with their transportation facilities. If there were any truth in the assertion that railroad monopoly is injurious to the in- terests of the shipper, it would appear in the territory which the Pennsylvania controls. As a matter of fact, the unprecedented growth of this section in wealth and prosperity offers a striking refutation of the claim that competition is the life of trade. It is not to the interest of the Pennsylvania Company, although its power in most of this eastern territory is unquestioned, to exact unfair rates from the shipper. Not by such methods can a large traffic be built up. A railroad which abuses its power and follows a policy of extortion is working directly against its own interests. The policy of the Pennsylvania has been to leave a liberal margin of profit to the shipper, in order to encourage him to expand his business and furnish more freight to the railroad. The success of this policy is written in the prosperity of the corporation, and even more legibly in the prosperity of the territory which it serves. 1 x "The Great American Railway Systems: The Pennsylvania," by Edward Sherwood Mead, Professor of Finance and Economy in the University of Pennsylvania. (Railway World, February 20, 1904.) 270 E. H. HARRIMAN There have undoubtedly been a few monopolies which, under the direction of greedy and short- sighted managers, have tried to make large and im- mediate profits by charging unreasonable rates; but such monopolies must always be self -destructive for the reasons that Mr. Harriman and Professor Mead have given. They cannot possibly last long, even though there be no anti-trust law to suppress them. If the evidence above set forth shows, as it seems to show, that combinations do not raise rates, and that transportation monopolies injurious to the ship- per or the public are self -destructive and short-lived, what remains of the case against railroad consolida- tions? Nothing, apparently, except the vague and unsupported charge that big combinations of car- riers are "a menace to the public welfare." But this assertion, for which no proof is offered, was discred- ited nearly four centuries ago. In 1522, the Diet of Nuremberg appointed a committee to investigate the evils said to be caused by the combination of merchants into great companies. In explaining its reasons for doubting the expediency of a restrictive policy, the committee said: It is impossible to limit the size of the companies, for that would limit business and hurt the common welfare. The bigger and more numerous they are, the better for everybody. If a merchant cannot do business above a certain amount, what is he to do with his surplus RAILROAD COMBINATIONS 271 money? Some people talk of limiting the earning ca- pacity of investments. This would be unbearable and would work great injustice and harm by taking away the livelihood of widows, orphans, and other sufferers who derive their income from investments in these com- panies. . . . Hence any one can see that the idea that the companies undermine the public welfare ought not to be seriously considered. This ancient record of one of the earliest investiga- tions of trusts might well be thoughtfully considered by Congressmen who sought to restrain railroad combinations because they were "a menace to the public welfare," and by Interstate Commerce Com- missioners who limited the earning capacity of trans- portation companies and thus "took away the liveli- hood of widows, orphans, and other sufferers" who were dependent upon investments for support. We are supposed to have learned something in the course of four hundred years — but have we? The Diet of Nuremberg, in 1522, seems to have had a clearer comprehension of economic law than had the Con- gress that passed the Anti-Trust Bill and the courts that afterward interpreted it. Let us see now to what extent the combination of the Union Pacific with the Southern Pacific benefited the latter, and what the effect of the merger was upon the public welfare. When Mr. Harriman bought the Southern Pacific and began the reconstruction of it, his ultimate object was to transport over it more 272 E. H. HARRIMAN freight and more passengers at a relatively reduced cost. He saw, as his famous rival James J. Hill saw, that the greatest possible economy in railway opera- tion was to be effected by carrying a greater volume of traffic with fewer trains, or, to speak more accurately with a decrease in the aggregate mileage of trains run. If he could increase the tonnage carried by, say, twenty per cent, while, at the same time, he reduced the number of miles run by, say, ten per cent, he would make an immense saving in fuel, wages, and the cost of operation generally. The only way in which this could be accomplished was by using larger cars and more powerful locomotives. But in order to run economically this heavier equipment, he would have to have a better track — a track with stronger rails and bridges, fewer curves, and more moderate grades. It was for this reason that he rebuilt nearly four hundred miles of the Southern Pacific line; spent $20,000,000 for track improvement in only three places, and substituted permanent structures of earth, concrete, or metal for about thirty miles of wooden bridges and trestles. He wanted a track on which he could use safely and economically powerful locomotives and cars of large capacity. He therefore put nearly $53,000,000 into track betterments alone. As soon as he had made the track fit for heavy equip- ment, he spent more than $30,000,000 for new roll- RAILROAD COMBINATIONS 273 ing stock, including 540 locomotives and 8869 freight cars. The increase in traffic, from year to year, which accompanied this increase of facilities is shown in the following table: Tons carried Frt. train Tons of freight per train including 5£ mixed Years Average Tons Tons carried 1 mile per mileage miles carried 1 mile mile of road including operated allfrt. ellfrt. ollfrt. % mixed 1901 8,774-37 I7,725,63a 5,694,770,640 653,802 18,650,784 305.34 1902 8,809.21 20,260,573 6,059,873,410 691,965 18,997,981 318.97 1903 8,933-43 22,230,367 6,308,502,359 711,099 19,344,658 326.11 1904 9,135-49 23,684,348 6,562,648,418 727,196 19,823,619 331.05 1905 9,142.01 24,464,827 6,561,349,589 718,041 18,886,016 347.4a 1906 9,216.83 27,589,004 7,236,786,873 784,590 18,468,406 20,677,172 391-85 1907 9,451.27 30,810,518 8,011,974,964 849,420 387-48 1908 9,591.82 28,998,913 7,845.002,515 824,251 18,988,586 413.14 1909 9,734-03 28,122,443 7,213,993,420 749,394 15,261,631 472.69 From the above table it appears that the Southern Pacific carried, in 1909, 10,000,000 more tons of freight than it carried in 1901, but with a reduction of 3,400,000 in the number of freight-train miles run. This was made possible by increasing the capacity of the average freight car from 26 tons to 37 tons, and the average train-load from 305 tons to 472 tons. In the passenger traffic there was a similar increase without a proportionate increase in the passenger- train mileage. Between 1901 and 1909 the number of passengers carried one mile increased 65 per cent, while the increase in passenger-train miles run was only 43 per cent. The relative economy in the opera- tion of passenger trains was not so great as in that of freight trains, for the reason that in the former it was 274 E. H. HARRIMAN not possible to increase the car and train capacity so much. Nevertheless, 606,000,000 more passengers were carried one mile in 1909 than in 1901, with an addition of only 5,800,000 to the passenger- train mileage. Great economy was also effected by pooling the whole equipment of the Union and Southern Pacific systems. The Southern Pacific, prior to its consoli- dation with the Union Pacific, was composed of a number of organizations and subsidiary companies, many of which had their own managing officers, and were operated, in some respects, independently of one another. This prevented the effective and eco- nomical distribution of rolling stock over a large area, and resulted in the returning of many cars empty to the places where they had been loaded. The traffic demand for freight cars varies greatly in different places and at different seasons of the year, and the utmost possible economy in operation can be se- cured only by redistributing rolling stock, from time to time, in such a way as to place cars where, at the moment, they happen to be most needed, thus keep- ing them constantly employed. It costs almost as much to haul an empty car as one that is loaded, and the great advantage that a combination has over a number of unrelated or loosely connected roads is that it can distribute cars more widely, in accord- RAILROAD COMBINATIONS 275 ance with varying needs, and thus avoid the un- necessary hauling of empties on return trips. One of the first things that Mr. Harriman did, after he acquired control of the Southern Pacific, was to appoint J. C. Stubbs as director of traffic for both Pacific Systems. 1 Then, when the work of reconstruction in charge of Mr. Kruttschnitt had been largely completed, he appointed him director of maintenance and operation for all the Harriman lines, and authorized him to work out as perfect a system as possible of pooling equipment and unify- ing traffic on both of the great Pacific Systems. The results more than justified his anticipations. On June 1, 1904 [says Mr. Kruttschnitt], we com- menced pooling freight equipment on all the lines of the Union Pacific System and the Southern Pacific Com- pany. The object of this was to increase efficiency and reduce unnecessary haul by permitting the cars of all the roads to be used as though they were of one owner- ship. It had previously been the practice, and is still the practice for roads of different ownership, to return cars to their owners empty when they cannot be promptly reloaded, in order to escape rental payments on them. In the next two years after we inaugurated the system of pooling equipment, we so reduced our empty- car haul that, in the two years, we saved the running of • * Mr. Stubbs had been in the freight-department service of the Southern Pacific Company for nearly thirty years, and was generally regarded as one of the ablest traffic experts in the United States. At the time of the consolidation he was third vice-president and traffic manager. 276 E. H. HARRIMAN 53i2i3,79i car-miles unnecessarily, which would be equivalent to operating one average freight train a dis- tance of 1,400,900 miles. 1 It can readily be seen that this saving in the num- ber of car-miles run greatly reduced operating ex- penses, while, at the same time, the pooling of equip- ment accommodated shippers by devoting to then- use on one road, or system, the cars which, at that particular time, were not needed on another. It was like giving to a military commander on a wide front the resources and motor-trucks of two or three army corps instead of one. The consolidation of the Union and Southern Pacific systems enabled Mr. Harriman to make another improvement, which, from the point of view of economy, was almost as important as the pooling of rolling-stock, and that was the standardization of equipment generally. Under his administration, all material things used in the operation of a railroad, from locomotives and cars to rails, frogs, switches, wrenches, nuts, bolts, oil-boxes, and journal-bearings were, as far as possible, standardized and made uni- form. On the lines of the separate companies that made up the two systems there were originally nearly fifty patterns of frogs; they were reduced to four. There were nearly a hundred different kinds of jour- 1 Unpublished letter of Julius Kruttschnitt, director of main- tenance and operation of the Harriman lines. RAILROAD COMBINATIONS 277 nal-bearings; they also were reduced to four. This policy of standardization, which would not have been possible without unified control, not only re- duced cost by enabling the allied companies to pur- chase such supplies in immense quantities, but ef- fected a great saving in time in the making of repairs. If, before the merger, a Union Pacific car lost the use of an oil-box at San Francisco, it might be neces- sary to send to Ogden, or Omaha, for a new one. If a Southern Pacific car broke down at Butte, Montana, the part needed for repair might have to be brought from Sacramento, or from some Southern Pacific center a thousand miles away. Combination and standardization made it possible to get almost any needed part of equipment at almost any place from Ogden to San Francisco and from New Orleans to Portland. Sometimes Mr. Harriman was disposed to carry this policy of standardization too far, as in one case where he proposed that classes of locomotives on the two systems be made uniform. When, however, his director of operation showed him that this was im- practicable, and that it would result in a decrease of efficiency on certain parts of the lines where engines of an exceptional type were needed, he yielded to Mr. Kruttschnitt's better judgment. On the other hand, he often suggested improve- 278 E. H. HARRIMAN ments or economies that the most experienced of his assistants had never thought of. One day [says Mr. Kruttschnitt] I was walking with Mr. Harriman on the road. He noticed a track bolt and asked me why so much of the bolt should protrude be- yond the nut. I replied, " It is the size which is generally used." He said, "Why should we use a bolt of such a length that a part of it is useless? " I replied, "Well, when you come right down to it, there is no reason." We walked along and he asked me how many track bolts there were to a mile of track, and I told him. Thereupon he remarked, "Well, in the Union Pacific and Southern Pacific we have about eighteen thousand miles of track and there must be some fifty million track bolts in our system. If you can cut an ounce off from every bolt, you will save fifty million ounces of iron, and that is some- thing worth while. Change your bolt standard." A similar change was made, at Mr. Harriman's suggestion, in the width of what is technically known as the "shoulder of ballast"; that is, the width of ballast between the ends of the ties and the begin- ning of the downward slope to the level of the ter- rain. The elimination of a few inches of superfluous "shoulder" would not lessen much the cost of bal- lasting a mile or two of track; but even this small saving, multiplied by thousands of miles, would amount, as Mr. Harriman said in the case of the track bolt, to "something worth while." The increase in carrying capacity made possible by Mr. Harriman's betterments, and the economies RAILROAD COMBINATIONS 279 that resulted directly from the consolidation of the two systems, were reflected, of course, in the earn- ings of the Southern Pacific Company. In 1901, when the combination was made, the gross operating revenue of the road was about $78,000,000. In the next six years it increased to $126,000,000. During the same period the net surplus, after paying all operating expenses and putting vast sums into re- construction and improvements, grew from $10,000,- 000 to $24,000,000. Up to 1901, the company had never paid a dividend. In 1907, it paid $2,769,000 in dividends on its preferred stock and had nearly $25,000,000 left for the common, after having put $30,000,000 of the year's earnings into maintenance of way and equipment. These results, the captious critic may say, were due to the natural growth and development of the territory that the Southern Pacific served. This, of course, is partly true; but if the transportation facili- ties afforded by the road had not been immensely increased, the growth and development of the coun- try would have been greatly retarded. It would be almost as true to say that the reconstructed railroad caused the growth of the country as to say that the growth of the country caused the prosperity of the road. They reacted on each other, but the trans- portation facilities, under the far-sighted manage- 280 E. H. HARRIMAN ment of Harriman, Kruttschnitt, and Stubbs, were always ahead of the territorial development. In his testimony before the Interstate Commerce Com- mission in 1907, Mr. Harriman himself said, " If we had not had the power to buy the Southern Pacific with the credit of the Union Pacific, the territory tributary to the Southern Pacific would have been ten years behind what it is now." x One of the most important advantages of railroad combination is, undoubtedly, the physical improve- ment of weak or financially embarrassed roads as the result of incorporation in richer or more powerful systems. When a strong railroad, with large earning power and high credit, combines with a weaker or poorer competitor, it enables the latter to serve the public far better than it ever could alone. A weak road generally has difficulty in getting money for improvements, and it always has to pay high rates for its borrowed capital. At the minimum price fixed by a State commission it may not be able to sell a single share of its stock, in which case it must borrow on bond and mortgage, or on short-term notes, and thus increase fixed charges which may already be dangerously great. All railroad managers are reluc- tant to do this, because it lessens financial strength; so they avoid it as long as possible by cutting down 1 Testimony in the investigation by the Interstate Commerce Com- mission of "Consolidation and Combination of Carriers," p. 163. RAILROAD COMBINATIONS 281 expenditures for maintenance and betterments, thus impairing the road's efficiency and usefulness. Scores of railroads have deteriorated physically because they have been forced to economize in this way, and many more have been thrown into the hands of re- ceivers as the result of trying to carry a large floating debt, or of increasing their bonds out of all propor- tion to their stock. Combination with a rich and powerful road immediately changes this state of af- fairs. The stronger company lends its money or its credit to the weaker and thus enables the latter to improve its track and increase its equipment without running the risk of financial insolvency. This was what Mr. Harriman did for the Southern Pacific. That road never would have been able to spend $242,000,000 for additions and betterments in eight years, if, by its merger with the Union Pacific, it had not secured the benefit of the latter's credit and Mr. Harriman's incomparable management. Its improved service and increased public usefulness, therefore, were the direct result of what the United States Supreme Court afterward called an illegal "combination in restraint of trade." Such results have almost always followed the combination of a strong road with a weaker rival, and its beneficial ef- fect, so far as the public welfare is concerned, hardly needs to be pointed out. 282 E. H. HARRIMAN Mr. Harriman would have acquired and greatly improved other railroad properties in the West and Southwest if he had not been prevented from doing so by prohibitory State or Federal legislation. In his testimony before the Congressional Joint Committee on Interstate Commerce in March, 19^7, R- S. Lov- ett, formerly counsel for the Union and Southern Pa- cific Companies, said: During the life of Mr. Harriman, he planned to build a low-grade line connecting with the Union Pacific at Kansas City, thence to the boundary of Texas at Deni- son, there connecting with the Houston & Texas Cen- tral Line, controlled by the Southern Pacific, and prac- tically to rebuild that line from Denison to Houston and Galveston, in order to establish a low-grade line from Kansas City to the Gulf. As counsel, I was obliged to advise him that, under the Texas law and the ruling of its railroad commission, not a dollar in bonds could be issued for the money required in the reconstruction of the Houston & Texas Central; and even if stock could be issued at one hundred cents on the dollar for the money thus expended, as a practical matter it could not be sold, since stock ownership was the only way by which the Houston & Texas Central could continue as part of the Southern Pacific System, a lease or sale of the railroad itself to the Southern Pacific Company, or any foreign corporation, being forbidden by the laws of Texas. The result was that a great project for improv- ing the facilities for interstate and international com- merce had to be abandoned, and the choppy grades of the Houston & Texas Central continue as they always have been, and probably always will be as long as the Texas law remains unchanged. 1 1 Railway Age Gazette, March 23, 1917. RAILROAD COMBINATIONS 283 A new line from Kansas City to the Gulf would not have been injurious to the public welfare; on the contrary, it would have been highly beneficial to all concerned ; and yet, construction of it was prevented by the votes of short-sighted legislators who feared that railroad combinations would promote the inter- ests of stockholders rather than the interests of the people. In the railroad field, as in other fields of in- dustrial enterprise, combinations made for the pur- pose of rendering better service, or furnishing more commodities at lower cost, are as useful as they are practically inevitable. Mr. Harriman, who perhaps more than any other single man personified the idea of combination and centralized control in the rail- road field, said, in his address at the opening of the Louisiana Purchase Exposition: Within the present generation vast improvements have been made in railway transportation. It was im- possible to supply the needs of commerce by the rail- ways originally constructed and operated. It became necessary not only to reconstruct and reequip these lines, but to bring them under uniform methods and management, which was possible only by the combina- tion and unification of the original short lines of railway into systems, each under one management or control. The combination of different railroads should be regu- lated by law. So far as may be necessary, the public in- terest should be protected by law; but in so far as the law obstructs such combinations, without public bene- fit, it is unwise and prejudicial to the public interest. 284 E. H. HARRIMAN Another great master in the art of railroading, Mr. James J. Hill, has approved railroad combinations in language equally clear and emphatic. In his "High- ways of Progress" he said: The tendency toward combination is simply a part of that coSperation in the production, the distribution, and the exchange of wealth with which everybody has been familiar for centuries. When the pioneers in this country united to help build one another's houses, when they had a barn-raising, it was combination. When the owners of land, or implements, or capital in any other form, entered into partnership with labor to produce more wealth, it was combination. When the corpora- tion came into existence, through which many small amounts of capital could be massed, it marked an era, just as much as when two men first lifted by their united strength some stone or tree-trunk too heavy for them singly. Exactly as society and the work of the commun- ity have become more complex, so have the means by which material ends are achieved grown larger and more powerful. The union of numerous weak and discon- nected railroads in one orderly and efficient system is part of the natural and inevitable evolution of united action among men. Every legitimate railroad combina- tion is intended to produce, and does produce, better service and lower rates on the side of the public, and either larger or more certain profits, or both, on the side of the stockholder. 1 These economically sound statements of Harriman and Hill were supported and confirmed by the whole history of the Union Pacific-Southern Pacific lines. 1 Highways of Progress, by James J. Hill (New York, 1912), pp. 1 14-15. RAILROAD COMBINATIONS 285 The combination policy, it is true, was ultimately condemned by the Interstate Commerce Commis- sion of 1907; but long before Mr. Harriman adopted it with such brilliant success, it had been distinctly approved by the Interstate Commerce Commission of 1887. Fourteen years prior to the amalgamation of the Union Pacific and Southern Pacific systems, Thomas M. Cooley, who was perhaps the ablest and most far-sighted chairman that the Commission ever had, said, in the Omaha Board of Trade case: The more completely the whole railway system of the country can be created as a unit, as if it were all under one management, the greater will be the benefit of its service to the public, and the less the liability to unfair exactions. Although Judge Cooley may have seen the ad- vantages of combination as clearly as Mr. Harriman or Mr. Hill did, he could hardly have foreseen that, thirty years later, the Government itself would do what it had forbidden Mr. Harriman to do, and for precisely the reason that Mr. Harriman assigned, namely, to secure greater efficiency. CHAPTER XI CONTROL OF THE BURLINGTON THE struggle for control of the Chicago, Bur- lington & Quincy Railroad, which began soon after the acquirement of the Southern Pacific by the Union Pacific in 1901, was one of the most striking and spectacular incidents in Mr. Harriman's career. Possession, or control of the Burlington was desired by two powerful and far-sighted managers, each of whom was striving to strengthen his position, or increase his business, in the great transportation field lying west of the Missouri River. This field was partly occupied at that time by four important rail- road systems, namely, the Great Northern, the Northern Pacific, the Union Pacific, and the Chicago, Burlington & Quincy. The first two of these sys- tems, which were dominated by James J. Hill and J. P. Morgan, extended from Lake Superior and the Mississippi River to the Pacific Coast; but neither of them had an outlet of its own in Chicago. The Bur- lington had its eastern terminus in Chicago, but it did not extend westward beyond Denver. Between that city and the Missouri River, however, it closely paralleled the Union Pacific, and its great network CONTROL OF THE BURLINGTON 287 of branches and feeders in Kansas, Nebraska, and Colorado gathered up or distributed large quantities of freight originating in, or destined for, Union Pa- cific territory. Such being the situation, it was almost inevitable that Hill and Harriman should both seek to get pos- session of the Burlington system. Hill and Morgan wanted it because it would give their roads an en- trance into Chicago, while Harriman wanted it, partly because it was a competitor for business in Union Pacific territory, and partly because it might at any time extend its main line from Denver to the Pacific Coast and thus become a rival of the Union Pacific in transcontinental as well as local traffic. The Burlington, at that time, was one of the best constructed, best managed, and most profitably operated systems in the West. ... It had its own line from Chicago to St. Paul, well built, well han- dled, and with good terminal facilities and connections. It had a network of lines in northern Illinois; reached Peoria and Quincy, and ran thence to St. Louis. It covered southern Iowa and northern Missouri from Burlington to Omaha, and from Omaha to St. Joseph, St. Louis, and Kansas City. Its lines stretched across southern Nebraska, with termini at Denver and Chey- enne. Northwest, it had a line straight up to and through the Black Hills to Billings in Montana. . . . The total length of lines operated by it in 1901, exclu- sive of systems leased or otherwise controlled, was 79 n miles. 288 E. H. HARRIMAN It had been organized under another name as early as 1849. It absorbed one line after another and built steadily, growing rich and powerful because it ran through one of the best traffic countries in the West. Tributary to it were the fertile lands of Illinois, Iowa, and Nebraska, the coal mines of Illinois and Iowa, the river valleys of the Mississippi and its tributaries, and the mining industries of Colorado and the Black Hills. During its existence it had paid out, up to 1901, cash dividends of more than $127,000,000, besides $6,700,000 in stock distributed 1 Its capital stock was approximately $110,500,- 000, and it had a funded debt of a little more than $145,000,000. To purchase such a road as this, or even to acquire stock control of it, would obviously require a large amount of capital — a greater amount than Mr. Hill at that time could secure. He discussed the matter with friendly financiers in London as early as 1897, but they thought it too big an enterprise for the Great Northern alone to undertake. The North- ern Pacific, of course, was equally interested, because it too needed an outlet in Chicago; but the Northern Pacific was not then financially strong enough to par- ticipate. It had gone into the hands of a receiver in the panic of 1893 and was not reorganized until 1896. J. Pierpont Morgan and the Deutsche Bank then took 1 Life of James J. Hill, by J. G. Pyle (New York, 1917), vol. 11, pp. 1 14-15. CONTROL OF THE BURLINGTON 289 its affairs in hand, set the company on its feet, and allowed Mr. Hill, in behalf of the Great Northern, to buy about $16,000,000 of its reorganization stock. Subsequently the Great Northern added largely to its holdings, and before 1900 the two roads were practically being operated as a single system, under Mr. Hill's management, and were known as the "Hill Lines." Both roads were then prospering, and when, in 1901, Mr. Hill renewed his effort to get control of the Burlington, he had the support of both companies and the powerful backing of J. P. Morgan and his associates. Meanwhile, however, Mr. Harriman was not blind to the consequences that might follow a consolida- tion of the Great Northern, Northern Pacific, and Burlington systems under the skillful and far-sighted management of his rival in St. Paul. Such a com- bination was sure to be injurious to the interests of the Union Pacific, and might even affect them dis- astrously. Late in 1899, therefore, Mr. Harriman and Mr. Schiff had conferences with the president and some of the leading directors of the Burlington Company for the purpose of ascertaining whether the pur- chase of the road would be possible. The negoti- ations, however, came to nothing, either because the managers of the Burlington were disinclined to 290 E. H. HARRIMAN sell, or because Harriman and Schiff did not offer enough. 1 In the spring of 1900, after the failure of these negotiations, Mr. Harriman called a conference of some of the most powerful friends of the Union Pa- cific, for the purpose of considering the situation and discussing the best means of preventing the Morgan and Hill interests from buying or controlling the Burlington system. There were present at that con- ference E. H. Harriman, Jacob H. Schiff (senior partner in the firm of Kuhn, Loeb & Co.), James Stillman (president of the National City Bank), and George J. Gould. Mr. Harriman pointed out the danger involved in the possible acquirement of the Burlington system by Morgan and Hill, and sug- gested that it be averted, or at least minimized, by the formation of a stock pool to purchase a large enough block of Burlington shares to prevent any hostile interest from acquiring control. As the stock of the Burlington was very widely scattered, and held in small lots of sixty or seventy shares each by fifteen thousand permanent investors, it was not at all certain that enough of it could be obtained in 1 Mr. Hill's biographer says that Mr. Harriman "made an offer, but it was too low to be taken into serious consideration. Then, be- lieving he could make terms satisfactory to himself later, he went back to New York." (Pyle's Life of James J. Hill, vol. n, p. 121.) Mr. Schiff, however, could not remember that any definite offer was made. CONTROL OF THE BURLINGTON 291 the open market to give the Union Pacific a substan- tial hold on the company; but the experiment seemed to be worth trying. It was decided, therefore, to form the pool and secure as much Burlington stock as could be had up to 200,000 shares. Kuhn, Loeb & Co. began purchasing for the syn- dicate in May, and by the 6th of June had accumu- lated 69,800 shares. The market supply at current prices then seemed to run short and in the next six weeks the syndicate was able to add only 10,000 shares to its holdings. By that time it had become apparent that to get enough of the stock to establish even partial control of the company would be dif- ficult, if not wholly impracticable; and on the 25th of July the syndicate suspended operations, after hav-^j ing acquired 80,300 Burlington shares at a cost of 1 approximately $10,000,000. In speaking of this epi- J sode, a year or two later, Mr. Hill said that when the Union Pacific interests tried to get control of the Burlington by stock purchases, they "found them- selves up against a stone wall consisting of the great body of small shareholders" (fifteen thousand, or more, who did not wish to sell their holdings). 1 Throughout August and September Burlington stock remained inactive; but in October the demand for it began to increase, as the result, apparently, of 1 Pyle's Life of James J. Hill, vol. n, p. 139. 292 E. H. HARRIMAN bids made by speculators, or friends of the Hill Lines, who based their calculations on reports that the Great Northern and Northern Pacific intended to buy the Burlington road. From that time the price of Burlington shares steadily increased until, in De- cember, it reached 140. 1 The scanty market supply of the stock and the increasing demand for it apparently convinced the members of the Harriman syndicate that they could not get enough of it to answer their purpose; so about the 1st of November they decided to sell their shares, take the profit they had made, and liquidate the pool. Kuhn, Loeb & Co. began selling on the 7th of November, and between that time and the 21st of December sold 60,300 shares at prices ranging from 130 to 140I . The 20,000 shares that remained were then divided among the members of the syndicate, each taking 5000 shares. The next steps in the contest for possession of the Burlington were taken by Morgan and Hill. In tes- tifying as a witness in the Northern Securities case, two or three years later, Mr. Morgan said: 1 Mr Hill always contended that he never tried to buy stock con- trol of the Burlington and that the purchases which raised the price of the shares from 130 to 1405 in the fall and winter of 1900 were neither made nor inspired by him. This is doubtless true, because if he con- templated buying the road outright from its directors and stock- holders he would not run up the value of its shares by bidding for them in the open market. That would only encourage the owners of the property to demand a higher price for it. CONTROL OF THE BURLINGTON 293 I made up my mind that it was essential that the Northern Pacific Railway should have its terminus practically in Chicago. I talked it over with a great many people interested in the Northern Pacific, and I found that all agreed with me, and the question came up as to how it could best be done. I came to the con- clusion that there were but three lines available, the St. Paul, the Chicago, Burlington & Quincy, and the Wis- consin Central. I made up my mind that I would rather have the St. Paul. Soon after that I met Mr. Hill and I said: " Mr. Hill, I think the best thing we could do — I think your line perhaps is in the same condition — I think we had better go to work and secure the St. Paul road, or a road to Chicago, and if you will share with us we will do it together." He said: "All right; who would take it up? " I said : " I will. I think we had better take the St. Paul." He said he thought we had better take the Burlington. I said I would rather have the St. Paul, because the financial responsibility would be less. He did not agree with me, but he acquiesced in my decision, and I took it up with the directors of the road. They re- fused to sell the road on any terms — they would not even name terms — so I went to Mr. Hill and told him ; "You can go ahead and see what you can do with the Burlington." 1 Inasmuch as Mr. Morgan's main object was to get an entrance into Chicago for the Northern Pacific — the road in which he was most interested — he would have been quite satisfied with the acquisition of the Chicago, Milwaukee & St. Paul. But Mr. Hill had other aims. He, too, needed a Chicago terminus, but he needed still more some means of independent 1 J. Pierpont Morgan's testimony in the Northern Securities case. 294 E. H. HARRIMAN access to the prairie States of Kansas and Nebraska where he could market his lumber, and to the great distributing centers of Omaha, St. Joseph, St. Louis, and Kansas City where he could get cotton and provisions for transportation to the Pacific States, Alaska, and the Orient. The St. Paul line would not give him access to any of these places, while the Burlington would open them all to him. In a letter written a little later to his friend and associate, Lord Mount Stephen, he said: The best traffic of the Great Northern and Northern Pacific is cotton and provisions west- and lumber and timber east-bound. The San Francisco lines run through the cotton country, from New Orleans through Texas and Arkansas. The great provision centers are Kansas City, St. Joseph, Omaha, Chicago, and St. Louis, none of which are reached directly by the Great Northern or Northern Pacific. Both companies have to divide the through rate with some other line to reach those impor- tant points. Now as to lumber from the Coast, we have to divide our rate with lines south to reach Chicago, Ill- inois, St. Louis, Iowa, Nebraska, Kansas, etc. The Bur- lington lets us into all these districts and commercial centers, over better lines and with better terminals than any other road. 1 In the early part of 1901, after having been author- ized by Morgan to "go ahead and see what he could do with the Burlington," Hill opened negotiations with the president and directors of that road, with a 1 Pyle's Life of James J. Hill, vol. II, pp. 11^-20. CONTROL OF THE BURLINGTON 295 view to buying it outright for the joint use of the Great Northern and Northern Pacific. Of these negotiations Mr. Harriman seems to have been un- aware. He was deeply absorbed at that time in the gigantic task of rebuilding the Union Pacific and in plans for the improvement of the Southern Pacific, and it is quite possible that the acquisition of the Burlington had temporarily dropped into the back of his mind, as a matter either of secondary impor- tance, or of no immediate urgency. Certain it is that he did not attempt any active interference with the Hill-Morgan plans, as he probably would have done if they had been known to him. ■ Mr. Hill afterward maintained that he began and carried on his negotiations with the Burlington peo- ple quite openly, so far, at least, as Union Pacific interests were concerned. In a letter to a friend, written on the 16th of May, 1901, Mr. Hill said: To remove any ground for the charge that we were working secretly to acquire the Chicago, Burlington & Quincy I said to [a representative of the Union Pacific interests] in January that if he at anytime heard that we were conferring with the "Q" board of directors looking to the joint acquisition of the property, I wanted to be the first one to tell him that we intended to take the matter up seriously. In April, after Mr. Morgan had gone abroad and the Burlington matter was taking def- inite shape, I again told him that matters were progress- ing toward a close. ... I told him our plan was an open 296 E. H. HARRIMAN and fair attempt to agree with the "Q" board as the only means of gaining control of the property. 1 If the unnamed person to whom Mr. Hill made this statement was really a representative of Union Pacific interests, he did not pass on the information to the men who were actively in control of Union Pacific affairs, namely, Harriman and Schiff. Nei- ther of these gentlemen had any knowledge of the Hill-Morgan negotiations until some time in March, 1 90 1. As soon as they became aware of the situation, they asked Mr. Hill to meet them in conference at the house of George F. Baker, a friend and associate of Mr. Hill in New York. The interview, which was brief, failed to establish any basis for agreement or compromise. Harriman, in behalf of the Union Pa- cific, asked to be given one-third interest in the pur- chase of the Burlington and offered to furnish one third of the purchase money. Hill declined even to take this proposition into consideration. "Very well," Harriman is reported to have said, "it is a hostile act and you must take the consequences." In a signed statement published nine months later in the St. Paul "Globe," Mr. Hill explained in the following words his refusal to allow the Union Pacific to participate in the Burlington purchase: About a year ago, the Union Pacific Company bought 1 Pyle's Life of James J. Hill, vol. n, pp. 138-39. CONTROL OF THE BURLINGTON 297 the Huntington and other interests in the Southern Pa- cific, and at the same time made an effort to buy the con- trol of the Chicago, Burlington & Quincy. With these lines in the hands of the Union Pacific interests, the Northern Pacific and Great Northern would be largely shut out of the States of Nebraska, Kansas, Missouri, South Dakota, Iowa, Illinois, and Wisconsin, except by using other lines of railway, some of which were in the market for sale and might at any time pass under the control of, or be combined with, Union Pacific interests. We, then, with the Northern Pacific, made proposals to the directors of the Burlington to buy their entire prop- erty. When this transaction was about being closed, the people who represented the Union Pacific Company, and who had previously tried to buy the Burlington, asked to be allowed to share with us in the purchase of that Company. This proposal we refused, for the reason that it would defeat our purpose in buying the Burling- ton, and, further, it was against the law of several of the States in which the largest mileage of the Burlington was located. 1 If Mr. Hill supposed that, by refusing to allow the Union Pacific to participate in the purchase of the Burlington, he could thwart the purposes of as reso- lute and resourceful a man as Mr. Harriman, he reckoned without his host. Absorbed in the affairs of the two great Pacific systems which had so recently come under his control, Harriman may have lost sight temporarily of the Burlington danger; but when it became imminent, he acted with character- istic vigor, and met the unlooked-for move of his 1 St. Paul Globe, December 22, 1901. 298 E. H. HARRIMAN adversaries with a counter-move which, in the words of Mr. Hill's biographer, was so "daring" in concep- tion and so "swift and unsparing in execution" as to "command admiration from friend and foe." 1 When Mr. Harriman discovered that the Burling- ton had been captured and taken into the camp of the enemy, he determined to make a sudden, sur- prise attack on that camp itself. He had lost the C, B. & Q.; but there was nothing to prevent him from seizing the Northern Pacific by secretly buying a majority of its capital stock. He would then con- trol not only that company, but the half-interest that it had just acquired in the Burlington. By this move Morgan would be ousted and the joint owner- ship of the disputed property would be vested in the Great Northern and the Union Pacific, with the lat- ter in the stronger if not the dominant position. As Mr. Hill's biographer has justly said: The boldness of this plan, so different now^fh Magni- tude from the old days when Mr. Villard had realized it — $78,000,000 to put up instead of $8,000,000 — allied it to a work of genius. From those grim old lions [Mor- gan and Hill] who guarded the way, the quarry was to be snatched before they sensed the presence of an enemy. The implications of the project were tremendous. Sup- pose the Union Pacific gained control of the Northern Pacific. At once the Great Northern would have to make terms with its new owners, or bear the brunt of in- 1 Pyle's Life of James J. Hill, vol. it, p. 141. CONTROL OF THE BURLINGTON 299 cessant attacks along two thousand miles of battle front. It would be shut into the narrow strip between its line and the Canadian border. As the Union Pacific would succeed also to a half-interest in the Burlington, the situation there would be a permanent deadlock. . . . There could be but one issue from a position so in- tolerable. He [Mr. Hill] would have to make the best terms he could. And the terms dictated by an interest that would then reach from New Orleans and Galveston to Winnipeg, and from San Francisco, Portland, and Tacoma to Chicago, St. Paul, and Duluth, were not likely to be tolerable. The victor could make them al- most what he pleased. 1 Although an agreement between Mr. Hill and the directors of the Burlington was virtually concluded in March, 1901, the purchaseand sale were notformally authorized until about a month later. On the 20th of April, the directors of the Great Northern empow- ered its president, with the cooperation and partici- pation of the Northern Pacific Company, to buy the whole, or not less than two thirds, of the Burlington capital stock. The two companies thereupon bought 1,075,772 shares, or 96.79 per cent of the whole, and in payment therefor issued their joint collateral trust bonds and scrip to the amount of $215,154,000. The price that they had to pay was high. The market value of the shares was less than 180, but the Bur- lington directors and stockholders would not sell for less than 200, and that was the price paid. Mr. 1 Pyle's Life of James J. Hill, vol. 11, pp. 141-42. 300 E. H. HARRIMAN Hill, however, believed that he had made a good bargain. It is true [he said], we pay a great price for the prop- erty. This could not be avoided. . . . The Burlington road had a very heavy sinking fund. For many years the miles of main track — something more than 8000 miles — had a bonded debt, less the sinking fund, of $15,800 a mile, and its stock was about $13,000 a mile. Take the Burlington stock at 200, and add to it the bonded debt per mile of the road, and it would give the average cost of the Burlington about $42,000 a mile, which is about what it cost us; that is, $10,000 or $12,- 000 less a mile than any of these granger roads are sell- ing at on the market. In other words, the Burlington was the cheapest property altogether and reached the points we desired to reach; and it would cost us less money per mile than it would to have acquired any other. Satisfied that they had checkmated the Union Pacific and made the Burlington safe, Mr. Morgan sailed for Italy, while Mr. Hill went to the Pacific Coast to look after his interests there. Harriman and Schiff, in the meantime, were swiftly and secretly carrying out their plan to get control of the Northern Pacific by buying more than half its capital stock. The first purchases seem to have been made by Kuhn, Loeb & Co. for firm account; but on the 15th of April they turned over to Mr. Harriman all that they had accumulated — 150,000 shares of the com- mon and 100,000 shares of the preferred — and CONTROL OF THE BURLINGTON 301 thenceforward bought steadily and aggressively for account of the Union Pacific. When they began buying, early in April, Northern Pacific shares were selling at 102 for the common and 101 for the pre- ferred; but under the influence of their purchases, together with a large speculative demand from other sources, quotations gradually advanced, on enor- mous transactions, to 131 for the common and 109 for the preferred. This speculation in Northern Pacific shares was not regarded, at the time, as anything extraordinary. Nobody suspected that the Union Pacific was ac- cumulating the stock, and the general impression seemed to be that it was being bought by brokers, or by the general public, in anticipation of the enhanced value that it would have as a result of the Burlington purchase. Even the Northern Pacific people took this view, and regarding such anticipations as too sanguine, they sold their holdings, in order to take advantage of what seemed to them absurdly high prices. Mr. Hill himself did not take the possibility of losing control of the Northern Pacific into serious consideration. In speaking of it afterward he said: As I remember it, one of our directors raised the ques- tion that inasmuch as the purchase of the Burlington stock, and the creation of a bond to pay for it, involved the joint and several liability of the entire amount of the purchase, it was a matter of consequence to the Great 3oa E. H. HARRIMAN Northern to know that the Northern Pacific would not pass into the hands of people who might be interested in other directions — in developing in other directions or other sections of the country; and I remember I an- swered that, with what my friends held at that time, and what Morgan & Co. held, we would have some- where in the neighborhood of 35 or 40 millions of the stock out of a total of 155 millions, which is larger than is usually held in any of the larger companies. I did not think, at the time, that it was at all likely that anybody would undertake to buy in the market the control of 155 millions of stock. 1 Hill's friends were as unaware of Mr. Harriman's operations as Hill himself was, and in many cases they played directly into their adversaries' hands by selling their stock to brokers who were buying for Kuhn, Loeb & Co. One large holder, for example, sold to them 35,000 shares in a single lot. Even the Northern Pacific Company, tempted by the high prices, sold its own stock. As late as the 2d of May, one of its subsidiary corporations, which happened to have in its treasury 13,000 Northern Pacific shares, sold them by direction of the Northern Pacific board itself. So unsuspecting were Morgan & Co. that on the same day they sold 10,000 shares which had hap- pened to come into their hands in the ordinary course of business. All of this stock, or most of it, went directly to Kuhn, Loeb & Co., who were buying for Harriman and the Union Pacific. 1 Pyle's Life of James J. Hill, vol. II, p. 144. CONTROL OF THE BURLINGTON 303 Toward the last of April, Mr. Hill finally took alarm. He happened, just then, to be in Seattle, and noticing in the market reports the enormous transac- tions in Northern Pacific stock and the rapid ad- vance in the quotations of both common and pre- ferred, he felt a premonition of impending trouble. He did not know what had happened, or what was likely to happen; but inasmuch as his ally, Mr. Mor- gan, was in Europe, he thought that he himself ought to be in New York, where he could investigate the exhibition of fireworks in Northern Pacific shares, find out what caused it, and follow closely the course of events. He therefore called upon the operating officials of the Great Northern to give him at once the fastest possible special train to St. Paul with unlimited right of way over everything. The super- intendent of the western division furnished the "spe- cial" immediately and said to the locomotive en- gineer: "The road is yours to St. Paul; everything else on the line will be held up to let you pass." The train pulled out of Seattle with a clear track ahead of it and made the quickest run to the Mississippi River that had ever been made up to that time. Mr. Hill arrived in New York on the afternoon of Friday, May 3d, and went at once to the office of Kuhn, Loeb & Co. to see Mr. Schiff. 1 In reply to an 1 Hill and Schiff were old personal friends and the latter had been a director in the Great Northern Company. 304 E. H. HARRIMAN inquiry as to the meaning of the rapid rise in North- ern Pacific shares, Schiff informed Hill that Kuhn, Loeb & Co. were buying them on orders from the Union Pacific. "But," said Hill, "you can't get con- trol. The Great Northern, Morgan, and my friends were recently holding $35,000,000 or $40,000,000 of Northern Pacific stock, and so far as I know none of it has been sold." "That may be," replied Schiff, "but we've got a lot of it. You secretly bought the Chicago, Burlington & Quincy and re- fused to give us a fair share; now we're going to see if we can't get a share by purchasing a controlling interest in the Northern Pacific." Hill, after a brief talk, left the office, saying that he did not believe it could be done. He evidently feared, however, that it might be done, because on the following day, after making further investiga- tions, he went to Robert Bacon, of the firm of Mor- gan & Co., told him that the situation was critical, and suggested that it might be well to cable J. Pier- pont Morgan, who was then in Italy, for authority to buy at least 150,000 shares of Northern Pacific stock, preferably the common, which, for purposes of control, was more valuable than the preferred. The cablegram was sent to Morgan after the close of the Stock Exchange, Saturday, May 4th. But if Hill was anxious with regard to the out- CONTROL OF THE BURLINGTON 305 come of the contest, Harriman was hardly less so. Kuhn, Loeb & Co. had advised him, Friday night, that they had bought, for Union Pacific account, about 370,000 shares of the common stock of the Northern Pacific Company and about 420,000 shares of the preferred, making a total of approximately $79,000,000. This was a clear majority of the two classes of stock taken together, but it lacked 30,000 or 40,000 shares of a majority in the common taken separately. This deficiency in the common gave Mr. Harriman a feeling of uneasiness, which he after- ward expressed in the following words: On the morning of Saturday, May 4th, I was at home, ill. We had somewhat over $42,000,000 of the preferred shares of the Northern Pacific, or a clear majority of that issue, and somewhat over $37,000,000 of the com- mon shares, which lacked being a majority of the com- mon by about 40,000 shares. But we had a majority of the entire capital stock, as represented by both the com- mon and preferred shares, and I had been competently advised, and was convinced, that this holding was suffi- cient to enable us to control the Company. Neverthe- less, the fact that the Northern Pacific could, on the 1st of January following, retire the preferred shares, of which we had a majority, bothered me somewhat, and I felt that we ought not to leave open to them any chance of retiring our preferred stock and leaving us with a minority interest in the common stock, or involving us in litigation about it. Some of our friends, however, felt that our position was secure enough, and that it wouldLbe foolish to go in 306 E. H. HARRIMAN and buy more Northern Pacific stock at the prices which then prevailed. Nevertheless, I made up my mind that we should have a majority of the common shares, and on that morning I called up Heinsheimer (one of the part- ners in the firm of Kuhn, Loeb & Co.) and gave him an order to buy, at the market, 40,000 shares of Northern Pacific common for my account. He said: "All right"; and as dealings that day in Northern Pacific common shares continued to be very heavy, I felt that, come what might, I had control of Northern Pacific, common stock and all. On Monday, the 6th of May, Northern Pacific came strong from London and opened with a burst of activity in the Street; and having had no confirmation from Kuhn, Loeb & Co. of the purchase of the 40,000 shares of Northern Pacific which I had ordered on Saturday morning, I called Heinsheimer up and asked him why I had gotten no report of the execution of my order. He told me that before giving out the order he had to reach Schiff, who was at the synagogue. Schiff instructed him not to execute the order and said that he (Schiff) would be responsible- I then knew that matters were in a seri- ous way and that the whole object of our work might be lost. Meanwhile, the day (Monday) had become so ad- vanced, and prices of Northern Pacific shares had gone so high that I realized the impossibility of buying, in such a market, 40,000 shares of stock. So I determined to go down and see Schiff, find out what it was all about, and fight the question out with what material I had in hand. 1 SchifFs decision to ignore Harriman's order was based on the belief — which is understood to have been shared by James Stillman — that inasmuch as 1 As related by Mr. Harriman to G. W. Batson. CONTROL OF THE BURLINGTON 307 the Union Pacific had a clear majority of all the shares of the Northern Pacific, taking common and preferred together, it would be unnecessary and wasteful to buy any more. But this proved to be a tactical mistake. If Harriman had been well enough to go downtown and see Schiff personally, his influ- ence and his arguments might have overcome the banker's reluctance to make further purchases; but it must not be forgotten that the time available for deliberation and action, on that critical Saturday morning, was short. There were only a few hours in which business could be transacted before the Stock Exchange closed at noon; Schiff had neither time nor opportunity to consult Harriman, and he was forced to decide quickly on his own best judgment. But the consequences were unfortunate. Before Harri- man found out, on Monday, that his order to Kuhn, Loeb & Co. had not been executed, the opportunity to get a majority of the common stock had passed. 1 Some time in the course of Sunday, May 5th, Rob- ert Bacon received a cablegram from J. P. Morgan authorizing him to go ahead and buy 150,000 shares of Northern Pacific common at the market. Im- mediately the Hill-Morgan forces took the field. With the reopening of the Stock Exchange, Monday morning, their brokers swarmed over the floor, bid- ding eagerly for Northern Pacific common, and tak- 308 E. H. HARRIMAN ing all that could be had at prices that advanced steadily from no to 130. Tuesday they continued this aggressive buying, and ran the price of the common up to 149I — an advance of nearly forty points in two business days. 1 But they attained their object. Before Tuesday night they were in posses- sion of the 150,000 shares that Morgan had author- ized them to buy. With this addition to their hold- ings, the Morgan-Hill interests had something like 30,000 shares more of the common than they needed; but they had only a minority in the preferred, and lacked also a majority in the common and preferred taken together. Of the whole capital stock of the Northern Pacific Company, Harriman and the Un- ion Pacific owned 781,080 shares, or about 6000 more than one half. As both classes of stock had equal voting rights, this would enable Harriman to choose a majority of the board of directors at the next elec- tion; but whether it would give him power enough to prevent the retirement of the preferred shares, in which he had preponderating strength, was an un- settled question. So far as control of the common was concerned, he had lost the fight. Hill's biographer attributes this partial defeat of the Union Pacific plan to Harriman's "oversight" in not taking into account the right of the Northern 1 Commercial & Financial Chronicle, May 18, 1901. CONTROL OF THE BURLINGTON 309 Pacific Company to retire its preferred stock and thus to leave him with only a minority of the com^ mon. 1 But Harriman did not overlook this possibil- ity. On the contrary; it was precisely for this reason that he ordered Kuhn, Loeb & Co. to buy 40,000 more shares of the common on the morning of Sat- urday, May 4th. He believed, with Schiff, that the holders of a majority of all the stock — common and preferred together — could prevent the retirement of the preferred; 2 but he did not wish to take any chances of litigation over this question. He wanted to be sure, and his failure to make sure was due not to oversight, but to accident. Illness alone kept him away from the firing line when the con- test reached its final and decisive stage. In his absence and without his knowledge his bankers ceased buying, while Morgan & Co. went into the field, practically unopposed, and secured 150,000 shares. Although the contest for control of the Northern Pacific and the Burlington was carried on with more or less secrecy and was imperfectly understood by the general public, the rapid and sensational advance of forty points in Northern Pacific common created 1 Pyle's Life of James J. Hill, vol. 11, pp. 141 and 153. * This belief was based on the unanimous opinion of five eminent authorities on corporation law whom Mr. Harriman had consulted. {Edward Henry Harriman, by Otto H. Kahn, New York, 191 1, p. 32.) 310 E. H. HARRIMAN great excitement in Wall Street, and not only led to an avalanche of "short" selling of the virtually "cornered" stock, but brought on, two days later, the memorable Northern Pacific panic. CHAPTER XII NORTHERN PACIFIC PANIC THE contest for control of the Burlington, which ultimately developed into a struggle for possession of the Northern Pacific, ended, so far as the competing interests were concerned, on the after- noon of Tuesday, May 7th. Each of the contending parties then believed that it had won a victory over the other. Harriman and Schiff were sure that they owned a majority of all the Northern Pacific stock, taking common and preferred shares together, while Morgan and Hill were equally confident that they had a safe majority of the common, which would enable them to retire the preferred and thus leave the Union Pacific with only a minority holding in the capital that would then remain. Both sides, therefore, ceased buying. Their purchases, however, had given a great impetus to speculation in Northern Pacific common. Nobody knew, with certainty, who was accumulating this stock, or why it had risen from H2 to 149I in less than a week; but more than half of the public believed that the common shares were selling far above their intrinsic value and that they must soon fall to something like their normal 312 E. H. HARRIMAN level. Scores of speculators, therefore, sold them "short," with the expectation of being able to buy them for delivery, a few days later, at much lower figures. 1 In this expectation, however, they were grievously disappointed. Northern Pacific common instead of declining, made a further advance of more than fifty points, simply because everybody wanted it while few brokers had any of it for sale. When, therefore, the "shorts" were called upon to deliver, they found it almost impossible to buy or borrow shares enough to meet their urgent needs. Prices continued to advance; money was scarce and hard to get, and, in order to escape involuntary bankruptcy, scores of brokers were forced to sell their other stocks, at ruinous prices, and use the proceeds in buying Northern Pacific. This, of course, depressed the 1 For the benefit of readers who are not familiar with Wall Street operations, it may perhaps be well to explain that when a dealer sells stock "short," he sells what he does not own, with the expectation of buying it later at a lower price. By the rules of the Stock Exchange he must make delivery to the purchaser on the next day after the sale, or be declared insolvent. If, however, the stock that he has sold does not fall low enough so that he can "cover " at a profit, he borrows it from a dealer who happens to have it, paying the latter a specified sum for the accommodation. With this borrowed stock he makes delivery to the purchaser, and then, until he decides to buy the stock of which he is "short," he continues borrowing it from day to day at whatever rates may be current. It sometimes happens that the whole marketable supply of a particular security has been bought by one or two persons, or groups, who hold it, either for speculative purposes or for control* In the technical language of the Street such a stock is said to be "cornered," and dealers who must buy or borrow it may be compelled to pay for it almost any price that the owners may choose to demand. NORTHERN PACIFIC PANIC 313 general market, unsettled confidence, and eventu- ally brought on one of the worst panics that Wall Street had ever known. As early as Wednesday noon it became apparent that trouble was impending, and on Thursday, May 9th, when the storm finally broke, Northern Pacific common sold up to $1000 a share, while other stand- ard securities were offered at half their intrinsic value. United States Steel, for example, declined from 46 to 24; Atchison, Topeka & Santa Fe from 76 to 43, and Delaware & Hudson from 163 to 105. Call money, meanwhile, was bid up to 60 per cent, and little could be had even at that exorbitant rate. Before noon on Thursday nearly half the brokerage houses in Wall Street were technically insolvent, simply because they could neither buy nor borrow the Northern Pacific shares that they had sold short. Such a state of affairs threatened general ruin, and all the conservative, constructive forces in the finan- cial district were set in motion to support the mar- ket and reestablish confidence. At the suggestion of Frederick T. Tappan, fifteen prominent banks formed a "pool," or temporary syndicate, to relieve the money market by loaning about $20,000,000, and at the same time several other banks, including Morgan & Co. and Kuhn, Loeb & Co., agreed not to call for the delivery of short-sold shares of Northern 314 E. H. HARRIMAN Pacific stock that day. A little later, Mr. Schiff, with the approval of Mr. Harriman, made a proposi- tion to Robert Bacon, of J. P. Morgan & Co., that the "shorts" be permitted to settle with both firms at $150 a share for all the Northern Pacific common that they had sold to these firms. Mr. Bacon, fearing that if he "let up" on the "shorts" he might lose a considerable part of the stock that was coming to Morgan & Co., seemed, at first, a little reluctant to acquiesce in this proposition ; but he finally saw the wisdom of it and agreed to it. As a large part of the short stock had been sold to one firm or the other, and as $150 a share was a very reasonable price for it at that time, the proposal was gladly accepted by the "shorts," and did much to relieve the tension and quiet the excitement. Morgan & Co., as well as Harriman and Schiff, "had done what they could," and each side believed itself sure of victory. But the fact that the market was bare of Northern Pacific, while buyers were still eager to get it, sent prices rocketing. Many share- holders in the West and South sold their shares, but could not deliver immediately. Speculators who sold short saw the price jump, point after point, but could not furnish the stock to stop their losses. But it was not what was ordinarily called a "corner." Nobody was trying to force prices up that he might NORTHERN PACIFIC PANIC 315 sell at a profit. "How could we sell at any price?" said Mr. Hill; "we were investors, not speculators, I never bought or sold a share of stock for gambling purposes in my life, and I don't want to earn money wrung from people by a 'corner.'" x Mr. Hill, however, was unjust to Mr. Harriman — perhaps inadvertently so — in saying that Union Pacific interests " bid Northern Pacific up until there was the largest stock 'corner' ever known." 2 This is an error. Harriman and Kuhn, Loeb & Co. did not "bid Northern Pacific up" until they created a "corner." They made no purchases after Friday, May 3d, and the "corner" was not established until four days later. If anybody created it, Morgan & Co. did so by buying 150,000 shares after Harri- man and Schiff had gone out of the market. It was Robert Bacon, not Kuhn, Loeb & Co., who bid the stock up from 112 to 149I in the attempt to get control of it. As a matter of fact the "corner," as the "Com- mercial & Financial Chronicle" said at the time, was largely if not wholly accidental, and was the result of wild and irrational speculation on the part of the general public* Mr. Hill compared it to an Indian 1 Pyle's Life of James J. Hill, vol. n, p. 151. ' Public statement made by Mr. Hill at the time of the formation of the Northern Securities Company. * Commercial & Financial Chronicle, May 18, 1901. 316 E. H. HARRIMAN "ghost dance." In an interview published in the New York newspapers of Thursday afternoon, May 9th, he was quoted as saying: All I can do is to liken it to a ghost dance. The Indi- ans begin their dance and don't know why they are do- ing it. They whirl about until they are almost crazy. It is so when these Wall Street people get the speculative fever. Perhaps they imagine they have a motive in that they see two sets of powerful interests which may be said to be clashing. Then these outsiders, without rhyme or reason, rush in on one side or the other. They could not tell you why they make their choice, but in they go, and the result is such as has been seen here for the past few days. Mr. Harriman's description of the situation, and particularly his own relation to it, was given in the following words: Our holdings [of Northern Pacific stock] were all ac- quired prior to the supposed contest between Morgan & Co. and ourselves. During the days of the panic we did not buy any Northern Pacific stock, nor give orders for any. Many of our shares had been bought in Germany, Holland, or England, for delivery in New York, and the certificates were on their way to their destination. Meanwhile the agents of the foreign sellers were making their deliveries by using stock borrowed from other people. Then, when the supposed contest took place and other parties bought Northern Pacific at very high prices and demanded immediate delivery, the agents of these European sellers had great difficulty in getting stock to fill their contracts. But, in every case, we gave NORTHERN PACIFIC PANIC 317 them all the time they needed. We were not in the sup- posed contest and had no hand in it. 1 On the day after the panic, brokers in Wall Street were in a state of complete nervous prostration from the strain of anxiety and apprehension; but there were few failures, money soon became compara- tively easy again, and the stock market returned to something like its normal state. Millions had been made and lost, and scores of firms had been threat- ened with ruin ; but the panic was local, rather than general, and the country at large was little affected. So far as possession of the Northern Pacific was concerned, the situation remained substantially unchanged. Hill and Morgan held a majority of the common shares, while Harriman and the Union Pa* cific owned a majority of the preferred, as well as of both classes of stock taken together. Owing, how- ever, to certain peculiar conditions, neither of the contending parties could regard its hold of the prop- erty as absolutely secure. The plan of Morgan and Hill was to retire the preferred shares on the 1st of the next January and thus leave Harriman and the Union Pacific with only a minority holding in the common. 2 There was a question, however, whether 1 As related by Mr. Harriman to G. W. Batson. * In the reorganization of the Northern Pacific Company in 1896, the right was reserved " to retire this [the preferred] stock, in whole or in part, at par, from time to time, upon any 1st day of January during the next twenty years." 318 E.H. HARRIMAN the board of directors then existing (in May, 1901) would have power to do this. If not, Harriman would be able to prevent it, because, at the annual meeting of stockholders on the first Tuesday in Oc- tober, he, holding a majority of the whole capital stock, could elect directors enough to give him con- trol of the board, and then this newly constituted board would refuse to retire the preferred shares. In order to avoid this contingency, Morgan and Hill proposed to have the annual meeting of stock- holders postponed until after January 1, 1902, so as to prevent Harriman from electing any new directors friendly to the Union Pacific, until after the preferred stock had been retired. There was grave doubt, how- ever, whether the board of directors then existing (in May, 1901) would have legal authority either to retire the preferred stock, or to postpone the annual meeting so as to prolong the term of its own exist- ence. Mr. Harriman consulted five eminent legal authorities in different parts of the United States and they all unanimously agreed that the existing board could not lawfully retire the preferred stock, nor, without the consent of a majority of the shareholders, postpone the annual meeting to another year. If this opinion proved to be sound, Harriman, having a ma- jority of the whole capital stock, could elect in Octo- ber a board of directors friendly to the Union Pacific, NORTHERN PACIFIC PANIC 319 and thus prevent Morgan and Hill from getting con- trol through the retirement of the preferred stock. In order, however, to avoid further controversy, Harriman and Schiff finally decided that if they could bring about a compromise which would safe- guard the interests of the Union Pacific by giving that company adequate representation on the North- ern Pacific and Burlington boards, it would be better to do this than to keep the affairs of three companies unsettled pending the outcome of long litigation. As Mr. Hill's biographer has said: Nothing was to be gained for either side by fighting. Both might have continued to tear up Wall Street and injure large property interests including their own. They could have engaged in endless litigation, which would have cost a lot of money without materially alter- ing anything. They might have maintained their di- vided ownership and kept up a tug-of-war until the rope broke. The end of that would be two pieces of rope and two parties covered with bruises from severe falls. After all their animosities, and with all that they had done or left undone, it has to be remembered that on both sides there were big men. They were big not only by the measurement of achievement, but also because they were not actuated by a blind, vindictive desire just to crush and kill. They had already accepted, not merely as a theory, but as a conviction, the necessity of community of interest to a certain extent. Recent events had broadened and instructed their view. Things being as they were, they were ready for agreement. 1 * Pyle's Life of James J. Hill, vol. H, pp. 153-54. Mr. Harriman 320 E. H. HARRIMAN The fact that there never had been any personal animosity between Hill and Harriman made it easier to bring about a compromise than it would have been if they had hated each other. Working, as they did, in practically the same general field, it was almost inevitable that their business interests should clash; but throughout their controversies their personal relations were those of mutual respect and esteem. In a talk with the well-known journalist, Frederick Palmer, soon after the Northern Pacific contest, Mr. Harriman expressed the belief that Hill was not personally hostile to him. "Anyhow," he said, "he calls me 'Ed.'" Eight years later, when Mr. Harri- man died, Mr. Hill, in paying a tribute of respect to his character, said: His properties are in fine shape, but his place at the head of them will be hard to fill. I have done a good deal of business with him, and some of it was pretty strenu- ous at times, but we were good personal friends through- out. I had a very high regard for Mr. Harriman person- ally.* never doubted that he had lawful control of the Northern Pacific Company and that if he had fought the case through the courts he would practically have obtained possession of the company. As Mr. Otto H. Kahn has said: "He held, beyond any question of doubt, the winning hand; but instead of boldly playing it, he contented himself with a drawn battle, and with terms of peace which gave to the other side the appearance of victory. The course that he pursued, however, showed his wisdom, foresight, and self-restraint, and his practice of never using any greater force than was necessary for the substantial accompslihment of his object." (Edward Henry Harriman, by Otto H. Kahn, in New York, 191 1, pp. 32-33.) 1 New York Sun, September 10, 1909. NORTHERN PACIFIC PANIC 321 Throughout the early part of May, 1901, confer- ences were held, either at Mr. Harriman's office or the office of Morgan & Co., and late in that month Kuhn, Loeb & Co. authorized publication of the following statement. It is officially announced that an understanding has been reached between Northern Pacific and Union Pa- cific interests under which the composition of the North- ern Pacific board will be left in the hands of J. P. Mor- gan personally. Certain names have already been sug- gested, not now to be made public, which will especially be recognized as representatives of the common inter- ests. It is asserted that complete and permanent har- mony will result under the plan adopted between all in- terests involved. On the 31st of May, at a final conference held in the Metropolitan Club, the "understanding" above referred to was embodied in a written memorandum which was signed by Kuhn, Loeb & Co., Morgan, Harriman, and Hill. By the terms of this memo- randum Mr. Morgan was empowered to select di- rectors to fill vacancies on the NorthernPacific board with William K. Vanderbilt as referee in case of fur- ther disagreement. Mr. Harriman and a number of gentlemen friendly, or at least not hostile, to him were to become directors of both the Northern Pa- cific and the Burlington, and the Union Pacific was to have certain trackage rights over the Northern 322 E. H. HARRIMAN Pacific between Portland and Seattle. So far as competition between the Union Pacific and the Hill roads was concerned, the Burlington was to remain neutral, and it was not to embark in any new enter- prise in the West — such as building through to the Pacific — without the consent and approval of Har- riman and the Union Pacific Company. On the 17th of July, Mr. Morgan, in the following letter to Hill, Harriman, and Schiff, gave the names of the gentlemen whom he had selected to fill va- cancies in the Northern Pacific board: New York, July 17, 1901 Gentlemen: In accordance with a memorandum signed by you under date of May 31, 190 1, under which the composi- tion of the Board of Directors of the Northern Pacific Railway Company was to be left in my hands, I beg to advise you of my conclusion as follows: I nominate the following gentlemen as the new mem- bers of the Board to fill the vacancies to be created : Mr. James J. Hill, President of the Great Northern Railway Company; Mr. E. H. Harriman, Chairman of the Executive Committee of the Union Pacific Railway Company; Mr. William Rockefeller, Director of the Chicago, Milwaukee & St. Paul Railway Company; Mr. H. McK. Twombley, Director of the Chicago & Northwestern Railway Company; Mr. Samuel Rea, Vice-President of the Pennsylvania Railway Company; and I would suggest that the attention of the Board be NORTHERN PACIFIC PANIC 323 called to the advisability of arranging for these gentle- men to assume their duties as Directors of the Company as soon as possible, without awaiting the annual election. It is my opinion that a Board thus constituted will contain within itself the elements best adapted for the formulation of the plan referred to in said memorandum, in connection with Mr. William K. Vanderbilt named therein as Referee. Every important interest will have its representative, who will be brought into close touch with the situation as a whole, and there should be no difficulty in reaching a conclusion that will be fair and just to all concerned and tend to the establishment of permanent harmony among the different lines. To this end I shall be very glad to cooperate in such manner as will seem desirable. I am, Gentlemen Very truly yours J. Pierpont Morgan Of the gentlemen thus chosen, Rockefeller and Twombley were friendly to the Union Pacific Com- pany, while only Mr. Hill was certainly hostile to it. In this final settlement of the contest, Mr. Harri- man did not gain all that he had hoped for, because the two roads that he wanted remained in the pos- session of his adversaries. Inasmuch, however, as he himself secured a seat in the directing board of each, he guarded himself against secret, aggressive action on the part of either, and thus made the interests of the Union Pacific reasonably safe. 1 1 Mr. Harriman became not only a director on the board of the Northern Pacific, but also a member of its executive committee. 324 E. H. HARRIMAN The nearly successful attempt of Mr. Harriman to secure control of the Northern Pacific startled and alarmed not only J. Pierpont Morgan, who was the person most interested in that corporation, but also Mr. Hill and the little group of men who had coop- erated with him in the building of the Great North- ern. They regarded themselves as responsible for the future of the systems that they had created or reorganized ; they had a natural feeling of pride in them, and they wished to have carried out, even af- ter their own retirement or death, the plans they had formed for their future management and operation. They determined, therefore, to bind them together in such a safe and permanent way as to ensure uni- fied control and, at the same time, prevent them from falling into the hands of rival corporations or alien interests. Mr. Hill was the first to think of and suggest the idea of forming a holding company, to be known as the Northern Securities Company, which should acquire the stock of both the Great Northern and Northern Pacific and issue in lieu thereof stock certificates of its own. Such a company would have., including the stock of the recently acquired Burling- ton, a capitalization of three or four hundred million dollars, and would be so large and strong that, in all probability, no alien or hostile corporation could ever get control of it by purchasing a majority of its shares. NORTHERN PACIFIC PANIC 325 In a letter to a friend written in May, 1901, soon after the Northern Pacific contest, Mr. Hill outlined his plan as follows: The cost of administering the affairs of a holding company would be practically nil, as it would only draw dividends on the shares held by it and divide the money so received by check to its own shareholders. You will see how strong the holding company would be. It would control the Great Northern and Northern Pa- cific, and those two roads would control by ownership the Chicago, Burlington & Quincy. The holding com- pany could also, if at any time it seemed best, hold the shares of coal or other companies which, while of value in themselves and of value to the railway company for the traffic they would afford, the charters of the railway companies are not broad enough to enable them to hold with safety. I think the completion of the plan of which the above is a fair outline would greatly enhance and in- sure the value of every share we hold in the railway companies. For myself, I feel that the future would be secure, and we would have a certainty in the situation, and the control of those properties safe. Unless we do something of this kind, we will always be subject to at- tacks like the recent one to secure control of one or other of our properties. 1 In a somewhat later statement, Mr. Hill said : We were particularly anxious to put a majority of that stock [the Northern Pacific] where it could not be raided again as it had been. We wanted to put it in a corporation that was not a railroad company — a com- pany that would hold it as an investment — and the 1 Pyle's Life of James J. HUl, vol. n, p. 166. 326 E. H. HARRIMAN larger the company the more difficult it would be to se- cure a majority of it. . . . We were advised that it would be safer with the shares held by an investment com- pany, the stock of which could only be held by individu- als, or by corporations that were not railroad companies, and to that extent we would be more free from such raids by interests that were anxious to destroy or re- strict the growth of the country — such raids as had been made by the Union Pacific interests so-called. 1 In saying that the Union Pacific interests were anxious to "destroy or restrict the growth of the country," Mr. Hill was not quite fair to Mr. Harri- man. The latter had no intention of destroying or restricting. He tried to secure control of the North- ern Pacific, primarily, as a means of getting the share in the Burlington which Mr. Hill had refused to give him; but he had no thought of injuring the Northern Pacific, or of restricting the growth of the country tributary to it. On the contrary; his aims were, first, to get a share in the Burlington, and, second, to make the Northern Pacific stronger and more useful than it ever had been before. If he had succeeded, he would have done with the Northern Pacific precisely what he was already doing with the Union Pacific and the Southern Pacific; that is, he would have spent tens of millions of dollars in im- proving it and making it better able to serve the country through which it ran. When he testified as 1 Pyle's Life of James J. Hill, vol. II, pp. 164-65. NORTHERN PACIFIC PANIC 327 a witness before the Interstate Commerce Commis- sion in 1907 he said: If we had not had the power to buy the Southern Pa- cific with the credit of the Union Pacific, the country tributary to the Southern Pacific would have been ten years behind what it is now. If we had acquired the Northern Pacific, the Northern Pacific territory would have been ten years ahead of what it is now. 1 Mr. Harriman's genius was essentially and funda- mentally constructive, and no railroad that he ever acquired suffered injury from his management or control. Eight years after his death, when the se- curities of all railroads had been depressed by hostile legislation and the restrictions of an incompetent Commission, the shares of the Southern Pacific and the Union Pacific were selling respectively at 115 and 122, while the shares of the Northern Pacific and the Great Northern were offered at 86 and 85. Traffic statistics, moreover, show that the country served by the Hill system certainly did not develop more rapidly than the country served by the Harri- man lines. Mr. Harriman planned and built with the future of the country constantly in mind, and the prices of his stocks, as well as the prosperity of his territory, show how sagacious and far-seeing 1 Hearings before the Interstate Commerce Commission in the matter of "Consolidation and Combination of Carriers," February 25-27. 1907. P- 163. 328 E. H. HARRIMAN his plans were and how enduring his influence has been. The plan of the Northern Securities Company, although suggested and advocated by Mr. Hill, was practically put in shape by John S. Kennedy (rep- resenting the Dutch committee of bondholders); George F. Baker (a friend and associate of Mr. Hill) ; Willis D. James; W. P. Clough; Samuel Thorne and G. W. Perkins (of the firm of J. P. Morgan & Co.). In a signed statement published in the St. Paul "Globe" in December, Mr. Hill explained the pur- poses of the company in detail as follows: Several of the gentlemen who have long been inter- ested in the Great Northern Railway and its predeces- sor, the St. Paul, Minneapolis & Manitoba Company, and who have always been among its largest sharehold- ers, but not the holders of a majority of its stock, whose ages are from seventy to eighty-six years, have desired to combine their individual holdings in corporate form, and in that way secure permanent protection for their interests and a continuation of the policy and manage- ment which had done so much for the development of the Northwest and the enhancement of their own prop- erty in the Northwest and elsewhere. Out of this desire has grown the Northern Securities Company. It became necessary (in order to prevent the North- ern Pacific from passing under the control of the Union Pacific interests and with it the joint control of the Burlington) to pay off the seventy-five millions of Northern Pacific preferred. The enormous amount of cash required for this purpose, from a comparatively NORTHERN PACIFIC PANIC 329 small number of men, made it necessary for them to act together in a large and permanent manner through the medium of a corporation; and the Northern Securities Company afforded them the means of accomplishing this object without the necessity of creating a separate company to finance the transaction for the Northern Pacific. . . . The Northern Securities Company is organ- ized to deal in high-class securities; to hold the same for the benefit of its shareholders, and to advance the in- terests of the corporations whose securities it owns. Its powers do not include the operation of railways, bank- ing, or mining, nor the buying and selling of securities or properties of others on commission ; it is purely an invest- ment company; and the object of its creation was sim- ply to enable those who hold its stock to continue their respective interests in association together; to prevent such interests from being scattered by death or other- wise, and to provide against such attacks as had been made upon the Northern Pacific by a rival and compet- ing interest. 1 Although the Northern Securities Company was suggested by Mr. Hill in the spring of 1901, and a plan for its organization drawn up by him and his associates a few months later, it did not actually come into existence until late in the fall. On the 12th of November, 1901, it was duly incorporated under the laws of the State of New Jersey with a capital of $400,000,000. Its first board of directors consisted of fifteen members, six of whom represented the Northern * St. Paul Globe, December 22, 1901. 330 E. H. HARRIMAN Pacific, four the Great Northern, three (including Mr. Harriman) the Union Pacific, and two not rep- resentative of any specific interest. Mr. Hill was unanimously chosen president of the new corpora- tion, and all holders of Great Northern and Northern Pacific stock (including the Union Pacific) were in- vited to exchange their shares for the stock of the Securities Company on the basis of $180 for every $100 surrendered (in the case of the Great Northern) and $i 15 for every $100 (in the case of the Northern Pacific). About 76 per cent of the Great Northern stockholders and 96 per cent of the Northern Pacific stockholders turned in their shares for exchange. Mr. Harriman surrendered all the Northern Pacific stock that he had acquired in his attempt to get control of that road, and received in lieu thereof about $82,500,000 in the shares of the new corpora- tion. If there had been no interference from outside, the three companies would probably have worked together more or less harmoniously under the terms of the Metropolitan Club agreement and the charter of the Northern Securities Company. Unfortunately however, the latter was almost immediately at- tacked in the courts, on the ground that it was an attempt to restrain trade in violation of the Sherman Anti-Trust Law. Owing partly to popular ignorance NORTHERN PACIFIC PANIC 331 or prejudice and partly to political demagogism, the public mind at that time, particularly in the North' west, was obsessed with the idea that combinations and agreements among railroad companies were made for the sole purpose of advancing or maintain- ing rates, and that the only remedy for this alleged evil was to enforce unrestricted competition in every case where one railroad ran parallel to another. The formation of the Northern Securities Company was generally regarded as a covert scheme to extort more money from the people by restricting or preventing competition among the Hill and Harriman lines. 1 As we now know, the creation of the holding company was not related in any way either to competition or to rates. It had its origin in a perfectly legitimate attempt, on the part of a number of large sharehold- ers, to keep their associated interests together in the event of their retirement or death, and to pre- vent seizure or control of their properties by outside corporations, or groups, through the secret purchase of stock. The State authorities of Minnesota, how- 1 "As a matter of fact, the Great Northern and Northern Pacific did not compete, to an appreciable extent, with each other, and still less with the Union Pacific. Only three per cent of the total interstate traffic was subject to control by them individually in the making of rates. There was competition, of course, for the Oriental trade, but it did not affect at all the people in the Northwest, where only an inap- preciable portion of the total interstate traffic was strictly competi- tive." (History of the Northern Securities Case, by B. H. Meyer, Uni- versity of Wisconsin Bulletin, p. 247.) 332 E. H. HARRIMAN ever, as well as the general public, disregarded or disbelieved this explanation of the reasons for com- bination, and on the 7th of January, 1902, the State of Minnesota began suit against the Securities Com- pany in the United States Circuit Court at St. Paul, on the alleged ground that it was an illegal combina- tion in restraint of trade. A few weeks later, the Attorney-General of the United States advised Pres- ident Roosevelt that, in his opinion, the so-called "merger" of the Northern Pacific and the Great Northern violated the provisions of the Sherman Act of 1890; and on the 10th of March, 1902, the Federal Government brought suit against the North- ern Securities Company, the Northern Pacific, and the Great Northern in the Circuit Court of Appeals, a tribunal consisting of four Circuit Court judges sitting as a trial court under a special Act of Con- gress. The decisions in the two lower courts were dia- metrically opposed to each other. In the State case it was held that the formation of the Northern Se- curities Company did not involve any act or con- tract in restraint of trade, while in the Federal case the judges decided that the "Securities Company accomplishes the object which Congress has declared illegal perhaps more effectually than other forms of combination generally known in 1890 when the Anti- NORTHERN PACIFIC PANIC 333 Trust Law was passed." The facts that the com- bination might have been inspired by "wholly laud- able and unselfish motives," and that it was, perhaps, "the initial and necessary step in the accomplish- ment of great designs," were said to make no differ- ence. If the combination had power to "suppress competition between two or more parallel and com- peting lines of railroad engaged in interstate com- merce," no matter whether it had actually exercised that power or not, it was illegal. The Northern Securities Company was, therefore, enjoined from voting stock, acquiring additional stock, paying dividends, or exercising corporate control. The prin- cipal difference in the judgments of the two lower courts was this: one held that the mere purchase of a majority of the shares of the Great Northern and Northern Pacific by the Securities Company was illegal, because it gave the holding company power to restrict competition and thus restrain trade; the other declared that the mere possession of power does not warrant the assumption that the power will be criminally used. 1 Both cases were carried by appeal to the United States Supreme Court in Washington, where they were argued by some of the ablest lawyers in the 1 The records, briefs, and arguments in these cases made about eight thousand pages, or sixteen large octavo volumes. 334 E. H. HARRIMAN country. On the 14th of March, 1904, after about two years of litigation, the State case was dismissed for lack of jurisdiction, while the Federal case was decided against the railroad companies by a divided court. Five justices regarded the combination as a violation of the Sherman Anti-Trust Law, while four, including the Chief Justice, could not see in it any contract, or conspiracy — much less any act — that restrained trade, or was intended to restrain trade. Justice Harlan, who read the opinion of the majority, said that Congress, "by the Anti-Trust Act, has prescribed the rule of free competition among those engaged in interstate commerce," and any combina- tion which, by its necessary operation, restrains, or tends to restrain, such free competition is clearly illegal. "The Government charges," Justice Harlan said, "that if the combination is not held to be in violation of the Act of Congress, then all efforts of the National Government to preserve to the people the benefits of free competition among carriers en- gaged in interstate commerce will be wholly unavail- ing; and all transcontinental lines, indeed the entire railway systems of the country, may be absorbed, merged, and consolidated, thus placing the public at the absolute mercy of the holding corporation." The majority of the Court coincided in this view and af- firmed the judgment of the Circuit Court of Appeals. NORTHERN PACIFIC PANIC 335 The decision of the Supreme Court, it will be ob- served, is based almost wholly on the assertion that "Congress, by the Anti-Trust Law, has prescribed the rule of free competition among those engaged in interstate commerce." It is a noteworthy fact, how- ever, that Congress, in the Sherman Act, did not use the words "free competition," or "restraint of com- petition," or refer to "competition" in any way whatever. The thing that it forbade was "restraint of trade or commerce," which may be, and generally is, a very different thing from "restraint of competi- tion." The word "competition" is not to be found in any section of the Sherman Anti-Trust Act; it was read into that Act by the courts, on the assumption that "restraint of trade" and "restraint of competi- tion " are synonymous expressions. Justice Holmes, in a dissenting opinion, called at- tention to this wholly unwarranted assumption, and said that the words "restraint of competition" and "restraint of trade" do not have the same meaning. The latter, which has "a definite and well-estab- lished signification in the common law, means, and has always been understood to mean, a combination made by men engaged in a certain business for the purpose of keeping other men out of that business. . . . The objection to trusts was not the union of former competitors, but the sinister power exercised, 336 E. H. HARRIMAN or supposed to be exercised, by the combination, in keeping rivals out of the business. ... It was the ferocious extreme of competition with others, not the cessation of competition among the partners, which was the evil feared." "Much trouble is caused," Justice Holmes added, "by substituting other phrases, assumed to be equivalent, which are then argued from as if they were in the Act. The court below argued as if maintaining competition were the express purpose of the Act. The Act says nothing about competition." 1 The minority of the Court, however, did not base its dissent wholly, or even mainly, on this unwar- ranted substitution of the words "restraint of com- petition " for the words " restraint of trade." It took the broader ground that the question in the case was "not the power of Congress to regulate commerce, but whether that power extends to the regulation of ownership of stock in railroads, which is not commerce at all." In the opinion of the minority, "The ac- quisition and ownership of stock in competing rail- roads, organized under State law by several persons, or by corporations, is not interstate commerce and therefore not subject to the control of Congress." 2 In commenting, some years later, on the origin 1 Senate Documents, vol. 6, 58th Congress, 2d Session. ' Dissenting opinion of Justice White, in which the Chief Justice and Justices Peckham and Holmes concurred. NORTHERN PACIFIC PANIC 337 and history of the Northern Securities Company, Dr. B. H. Meyer (afterward a member of the Inter- state Commerce Commission) rightly said that its causes were "partly personal and partly economic." The personal cause was the desire of a number of aged stockholders to keep their holdings together after their retirement or death, and to prevent their properties from being seized or controlled by alien or rival interests. The largest economic cause was a desire to secure a permanent basis for the inter- change of commodities between great producing sections of the United States and of the Orient. 1 Neither of these causes had anything whatever to do with interstate commerce, or with the rates to be imposed on such commerce. They related to entirely different matters. Harriman and Hill were both deeply interested in the through traffic to and from the Orient. Harri- man already had a trans-Pacific steamship line, while Hill was building on the northwestern coast two of the largest steamers in the world for the Ori- ental trade. Both wanted the Burlington system, because it would give them access, over a line of their own, to the cotton, provisions, and manufactures of the South and Middle West, which they hoped to exchange for tea, silks, and other products of China 1 A History of the Northern Securities Case, by B. H. Meyer; Uni- versity of Wisconsin Bulletin, pp. 226-27. 338 E. H. HARRIMAN and Japan. The United States, at that time, had only about one-fourteenth part of the total Chinese trade. If, by providing better transportation facili- ties, the Pacific roads could give American producers cheaper and easier access to this great market, they certainly would not be restraining trade — they would be promoting and extending it. But they could not safely make plans for increasing America's exports to the Orient without forming a combination that would ensure certainty of supply and stability of rates. It was this, and not a desire to suppress local competition, that led Hill and Harriman to struggle for control of the Burlington, and later (by way of compromise) to join in the- organization of the Northern Securities Company. In view of the fact that, for many years, Congress and the people of the United States have made a sort of fetish of railroad competition, it may be well to repeat here that Mr. Harriman, with his synthetic and constructive mind, always favored cooperation and combination, as more advantageous both to the railroads and to the public than unrestricted com- petition. Indeed, in the last decade of his business career he came to be regarded as the forafcost expo- nent of the policy of combination and consolidation. His motives were then misrepresented and his meth- ods were described as autocratic and monopolistic; NORTHERN PACIFIC PANIC 339 but time has demonstrated the soundness of his ideas. The world is coming at last to see that, in the words of the first chairman of the Interstate Com- merce Commission, "the more completely the whole railway system can be created as a unit, as if it were all one management, the greater will be the benefit of its service to the public and the less the liability to unfair exactions." 1 Dr. Meyer, in his "History of the Northern Se- curities Case," is perfectly right in saying: Competition, as a regulative principle of railways, and as a force which will maintain proper relations be- tween the railways themselves, and between the rail- ways and the public, has failed in every country of the world where it has been given a trial. ... I regard the application to the railways of the Sherman Anti-Trust Law of 1890 as one of the gravest errors in our legisla- tive history. ... If railways had been permitted to co- operate with one another, under the supervision of com- petent public authority, and if the Trans-Missouri and Joint-Traffic cases had never been decided, the railway situation in the United States to-day would be apprecia- bly better than it is. . . . The undiscriminating opposi- tion to all forms of open concerted action on the part of railways is, in my mind, the greatest single blunder in our public policy toward railways. . . . We should have cast away, dtti§ than fifty years ago, the impossible doc- trine of protection of the public by railway competition.* 1 Opinion of Judge Thomas M. Cooley in the Board of Trade case. * History of the Northern Securities Case, by B. H. Meyer; Univer- sity of Wisconsin Bulletin, pp. 253, 305. CHAPTER XIIH CONTESTS WITH CLARK AND KEENE AT no other time in Mr. Harriman's career did . he undertake more important enterprises, or carry on a greater number of multifarious activities, than in the three years between 1898 and 1902. Dur- ing this period he began the reconstruction of the Union Pacific; acquired control of the great Southern Pacific system and began to rebuild that; directed the recapitalization and reconstruction of the Chi- cago & Alton; undertook the management of the Kansas City Southern; organized and personally conducted an important scientific expedition to Alaska; planned and put up a five-story building for the Boys' Club in New York; carried on a titanic contest with J. P. Morgan and James J. Hill for con- trol of the Northern Pacific, and finally cooperated with these railroad financiers in the organization of the Northern Securities Company, a corporation which had a capitalization of $400,000,000 and which linked together three of the most important railway systems in the West. One might suppose that activities of such scope and magnitude would overtax the working capacity CONTESTS WITH CLARK AND KEENE 341 even of a superman; but Mr. Harriman was able to carry them all on successfully, and at the same time to act as president of the Southern Pacific; 1 pres- ident of the Oregon Short Line; chairman of the finance committee of the Illinois Central, and a di- rector of the Baltimore & Ohio. His connection with the last-named road began in 1899 (when F. D. Un- derwood became its general manager), 2 and lasted till 1901. During this period he was not only a di- rector, but one of the most influential members of the important committee on expenditures. After the reorganization of the Baltimore & Ohio Company in 1899, the road was found to be urgently in need of capital betterments, and Mr. Harriman aided Vice-President Underwood in raising and ex- pending about $32,000,000 for improvements and new equipment. In an interview many years later Mr. Underwood said: "From the time when I be- came associated with Mr. Harriman on the Balti- more & Ohio I knew him intimately. I was very much attached to him as well as filled with respect and admiration for his character. He helped me to get about $32,000,000 for improvements on the 1 Elected September 26, 1901. * Mr. Underwood had previously been general manager of the Minneapolis, St. Paul & Sault Ste. Marie Railway. He became general manager of the Baltimore and Ohio in January, 1899, and second vice- president about five months later. In May, 1901, he was elected president of the Erie. 342 E. H. HARRIMAN B. & O. and for that assistance I have always been grateful." x In addition to all the work that he accomplished between 1898 and 1902 (and perhaps by reason of such work), he acquired during this period three very powerful and influential supporters, namely, James Stillman, William Rockefeller, and H. H. Rogers. Mr. Stillman, the president of the National City Bank, had known Harriman slightly before 1898, but it was not until that time that he was brought into close business relations with him. He had, at first, a little prejudice against him, because, as he afterward said : A very prominent man had told me to "look out for Ed. Harriman. He is not so smart as some people think, and he is not a safe man to do business with." For that reason I steered clear of him until the matter of the Union Pacific reorganization came up. In my associa- tion with him after that time he impressed me as a re- markable man — a man of unalloyed frankness and honesty, and in all respects loyal and trustworthy. He soon showed, moreover, great money-making possibili- ties. 2 1 Speaking afterward of this partial reconstruction of the Balti- more and Ohio, Mr. Harriman said : " I put in eighteen months of hard work at it." He did not mean, of course, that he gave to it his undi- vided attention, but merely that for eighteen months he made it a subject of study and thought. (See "Harriman: The Colossus of Roads," by Carl Snyder; Review of Reviews, January, 1907, p. 48.) 2 James Stillman, in an unpublished interview with G. W. Batson, February 9, 191 1. CONTESTS WITH CLARK AND KEENE 343 The National City Bank, at the time when Mr. Harriman began the reconstruction of the Union Pacific, was the bank of the Standard Oil Company, and James Stillman, its president, was very closely associated with William Rockefeller and H. H. Rog- ers. It was only natural, therefore, that when he became satisfied that Harriman was "a remarkable man, and a man of unalloyed frankness and hon- esty," he should introduce him to the Standard Oil managers. This he did about 1 901, and Rockefeller and Rogers were soon afterward added to the group of influential and powerful men upon whom Harri- man could confidently rely. This group, as John Moody afterward said, "certainly surpassed in finan- cial resources any set of men in the history of the financial world." 1 Many times in later years its members gave Har- riman financial support when he needed tens of mil- lions of dollars, in credit or cash, for the realization of his far-reaching plans. The first time that the interests of the Harriman lines were menaced, after the purchase of the Bur- lington by the Northern Pacific, was in 1901, when Senator William A. Clark, of Montana, who had made a great deal of money in the Butte copper 1 "Masters of Capital in America," by John Moody and George Kibbe Turner; McClure's Magazine, December, 1910, p. 347. 344 E. H. HARRIMAN mines and who had ambitions in the railway field, projected a road from San Pedro and Los Angeles to Salt Lake City. This road, when completed, would not only open up a new competing route to southern California, but might, by consolidation or agreement with the Gould lines, create a new transcontinental system from the Middle States to the Pacific Coast. Such a combination, if effected, would be more or less prejudicial to the interests of both the Union Pacific and the Southern Pacific, because it would not only compete with those lines for transconti- nental business in general, but would very likely take away from them a considerable part of the profit- able fruit traffic between southern California and the Eastern markets. Mr. Harriman determined to avert these dangers by building a line of his own from Los Angeles to a junction with the Union Pacific at Ogden. Upon investigation, he found that ten or twelve years earlier, the Oregon & Utah Northern Railway Company, a subsidiary of the Oregon Short Line and the Union Pacific, had begun and partly completed a road from Salt Lake to Los Angeles over this very route. The section from Salt Lake City to Milford, about two hundred miles in length, had been prac- tically finished, while grading for the track had been carried ninety miles farther into the head of a long, CONTESTS WITH CLARK AND KEENE 345 narrow canon known as the Meadow Valley Wash. In the period of financial depression that followed the panic of 1893, a part of this uncompleted line had been abandoned by the Union Pacific, while in other places the rails had been taken up and carried away for use elsewhere. Harriman was informed by his engineers that any railroad between Ogden and Los Angeles would have to follow the route of this aban- doned line and pass through the hundred-mile canon known as the Meadow Valley Wash. He therefore directed his construction forces to take possession of the old right of way of the Union Pacific through this canon, while at the same time he gave orders to prosecute the work of construction between the canon and southern California. Senator Clark's construction parties followed Mr. Harriman's into the Meadow Valley Wash, and after a number of physical clashes between the rival forces, both sides appealed to the courts to sustain the rights which each claimed to have in this narrow gorge. In the course of litigation it was found that, under the laws of the United States with regard to the occupancy of gorges and canons, neither side could exclude the other, and if both persisted in building through the canon, their respective tracks would have to cross each other twenty-six times within a comparatively short distance on account of the narrowness of the gorge. 346 E. H. HARRIMAN When this state of affairs was realized, a truce was declared and negotiations were begun for a friendly settlement of the controversy. The result was a compromise between Senator Clark and the Union Pacific by virtue of which they agreed to sell to each other a half-interest in their respective properties and rights, and to form a new company for the com- pletion of the road, which was to be called the San Pedro, Los Angeles & Salt Lake Railway. Under this agreement, which was dated July 9, 1902, the road was built and the Union Pacific acquired one half of its capital stock with joint control over its management. 1 Hardly had this struggle ended when Mr. Harri- man became involved in another contest which threatened, at one time, to deprive him of the man- agement, if not the control, of the whole Southern Pacific system. In pursuance of a well-considered and settled policy, he had been putting all the earn- ings of the Southern Pacific into betterments, in- stead of into dividends, with the intention of so im- proving and upbuilding the road as to increase its usefulness as well as its earning capacity. This pol- icy created dissatisfaction among some of the short- sighted holders of the company's shares, and in the 1 See Hearings before the Interstate Commerce Commission in the matter of "Combination and Consolidation of Carriers," pp. 137-38, and Millar exhibits 52 and 53. CONTESTS WITH CLARK AND KEENE 347 latter part of 1 901, the noted speculator and Wall Street operator, James R. Keene, conceived the idea of acquiring a large amount of Southern Pacific stock and then bringing such pressure to bear upon Mr. Harriman as would induce or force him to begin the payment of dividends and thus largely increase the value of his (Keene's) holdings. He seems to have thought, at first, that he could get Mr. Harri- man to join him in this speculative scheme, by tempt- ing him to enrich himself at the expense of the road whose best interests he was in honor bound to pro- mote. Failing, however, to make any impression upon him, Keene, in the early part of 1902, with the assistance of the Stock Exchange firm of Talbot J. Taylor & Co., 1 formed a strong combination, or pool, for the purpose of buying from 200,000 to 400,000 shares of Southern Pacific stock and then forcing the company to begin the payment of dividends. The plan of the managers of the pool was to bring an action in the courts in which they would allege that the Southern Pacific Company was earning more than enough money to pay regular dividends, but that the directors of the Union Pacific, who had con- trol of it, were using it for the benefit of their own road. They (the pool managers) would therefore ask for an injunction to restrain the Union Pacific Com- 1 Taylor was Keene's son-in-law. 348 E. H. HARRIMAN pany from voting its 750,000 shares of Southern Pacific stock. With these shares tied up in litigation, the pool managers hoped to be able, at the next an- nual meeting of Southern Pacific stockholders, to oust Harriman, elect a board of directors of their own, and begin the payment of dividends. Then, when the market value of Southern Pacific shares had largely increased, the pool members would un- load their stock upon the public and pocket their profits. 1 The history of this scheme, up to the time when litigation began, was briefly given by Mr. Harriman in the following affidavit: One evening in the autumn of 1901, Mr. Edward Lau- terbach 2 called me at my house on the telephone and stated that a friend of his had a matter of importance to communicate to me and he would like me to have an in- terview with the party at once. To this I assented and during the evening the card of Mr. David Lamar, ac- companied by a card of Edward Lauterbach identify- ing him, was presented to me. I saw Mr. Lamar for about ten or fifteen minutes, during which time he stated that he had friendly relations with Mr. James R. Keene, who had a large holding in Southern Pacific and 1 The members of the pool succeeded in getting about 240,000 shares of Southern Pacific stock; but there was no evidence that they bought it for permanent investment. They had acquired it for specu- lative purposes only, and were carrying a large part of it on margins. (See New York Times, April 12, 1914, and Railroads: Finance and Organization, by William Z. Ripley, p. 217.) * Mr. Lauterbach was Keene's legal counsel and afterward counsel for the pool. CONTESTS WITH CLARK AND KEENE 349 was contemplating some adverse action against its man- agement, and that he (Lamar) was assured that there could be obtained an injunction against the Union Pa- cific somewhat similar to that obtained against the Geor- gia Central, in which latter case Mr. Lamar stated he had been an influential and important factor. He stated that he would like to work with me, and that if I would make an alliance which would be of some advantage to him, he had such influence over Mr. Keene that he could induce him not to instigate any adverse action against myself and allied interests. I informed Mr. Lamar that I did not see that I could do anything regarding the matter, but that if I should change my mind I would let him know. I walked to the door with him, and he was very insistent as to when I would again communi- cate with him. I finally took his telephone number and agreed to telephone him the next day, which I did, and stated to him that I had no desire to pursue the matter further. About that same time I had several interviews with Mr. James R. Keene, brought about at the requests of others. Mr. Keene stated to me that he had a large holding in Southern Pacific Company stock, that he would like to join with me in purchasing the shares in the market, that he believed there could be a great deal of money made thereby and that he would act for me, either in purchasing for our joint account, or for myself if I wished it; that it would be advantageous for the Union Pacific to take all the Southern Pacific stock and issue its four per cent bonds therefor, and stated that he was an adept in carrying out successful large stock mar- ket operations and that he had shown this capacity es- pecially in the manipulation of United States Steel stocks. I carefully explained to Mr. Keene the requirements of the Southern Pacific properties, such as the replace- 350 E. H. HARRIMAN ment of old light rails with new heavy ones; new and heavier equipment — both motive power and cars — to replace old small-capacity ones; that in order to carry this equipment of larger capacity the track would not only require heavier rails, but additional ballasting and renewal of ties, heavier and new steel bridges to replace old light steel and wooden structures, the lengthening of present side-tracks, and additional ones, as well as addi- tional second tracks ; the remodeling and enlargement of terminals, as well as the elimination of grades and curva- tures; and that all the surplus net earnings for some time would have to be applied for such requirements, improvements, and repairs ; that I believed it would be a mistake to create a speculation in the shares of the stock and advance their price to a basis that would justify the buyers in expecting a dividend in the near future ; that it was also necessary to make such repairs and improve- ments from surplus earnings, so far as they would go, in order to establish for the company a basis of credit upon which it could refund the bonded indebtedness of its subsidiary companies, a large part of which would mature in a few years, and that there was nothing be- tween the stock and the bonded indebtedness of those companies which could be pledged to raise the neces- sary funds for such work, and that I believed that our method of procedure, as outlined to him, would inure to the benefit of the stockholders in the future much more advantageously than in any other way. Mr. Keene as- sured me that he did not want to act in any way antag- onistic to me, and I stated to him that I would let him know if I saw any reason to change my mind, and he said that he would do nothing without informing me. In the autumn of 1902, through various persons, I was informed that Mr. Edward Lauterbach and Mr. Talbot J. Taylor would make trouble for us unless we settled in some way with them. Mr. Lauterbach tried CONTESTS WITH CLARK AND KEENE 351 in various ways, through such third persons, to get an interview with me, and at one time called me on the tele- phone for such purpose, but I declined to see him, and during the autumn and winter of 1902 and the winter of 1903 I had several calls on the telephone from Mr. La- mar ; but my answer through the messenger announcing the call was that I was too much engaged to talk with him. Some time in January, 1903, Mr. Lauterbach ap- proached a mutual friend, a man of high standing and well known, and made to him statements which made him believe that it would be for my interest to take the matter up; and he telephoned and requested an inter- view with me. At the interview he explained to me that Lauterbach had said to him that Mr. Keene represented a pool holding about 170,000 or 175,000 shares [of Southern Pacific stock] and that Mr. Keene himself held about 70,000 shares; that they contemplated action which would make us a great deal of trouble and might be disastrous to our interests (especially laying stress upon the large expenditures we were making upon the Central Pacific portion of the Southern Pacific proper- ties) unless we purchased such shares from them; that he would sell the pool shares at about 70 and his own shares at about 78. I explained to this friend that there was nothing in the situation which we had to fear from those people, or in the management of the company, which would justify any criticism or objection upon the part of any stockholders, and that I certainly would not be forced by fear of anything they might do into recom- mending a course which would be adverse to the inter- ests of the general body of stockholders of the Southern Pacific. I had two interviews with this friend on this subject, substantially as above stated, he in the second interview having informed me that he had communi- cated what I had said to Mr. Lauterbach. Since that time there have been several attempts made by Mr. 352 E. H. HARRIMAN Lauterbach and Mr. Lamar to take the matter up with me, but without success. 1 After trying first to bribe Mr. Harriman by offer- ing him a share in the profits of the speculation, and then to intimidate him by threatening legal proceed- ings which would cause serious "trouble," if not "disaster," Mr. Keene and his associates, in the spring of 1903, began a suit in the United States Circuit Court at Nashville for the purpose of getting an injunction which would prevent the Union Pacific Company from voting its Southern Pacific shares at the annual meeting of Southern Pacific stockholders to be held at Beechmont, Kentucky, in April of that year. Senator Foraker, of Ohio, who acted as coun- sel for the Keene pool, was very confident of success, and is said to have declared that if he did not win the suit he would abandon his profession; but the result showed that he was over-sanguine. When the case came to trial, Evarts, of New York, and Max- well, of Cincinnati, who represented the Pacific roads, argued that the court had no jurisdiction, and as the court itself was of that opinion, the applica- tion for an injunction was denied. This practically ended the litigation, because on the very next day after the court rendered its decision the annual meet- > Affidavit of E. H. Harriman in the suit of Talbot J. Taylor & Co. against the Southern Pacific and Union Pacific Companies. CONTESTS WITH CLARK AND KEENE 353 ing of Southern Pacific stockholders was held at Beechmont and the Union Pacific Company was able to vote its shares and retain its control. This, how- ever, would have been the result, even if the Keene pool had obtained the injunction that it sought, be- cause Mr. Harriman, in order to guard against the possibility of an adverse decision in the court, had previously sold 300,000 shares of Southern Pacific stock to his friend and supporter, William Rockefel- ler, of the Standard Oil Company. These shares would not have been affected by the injunction, and Rockefeller would have voted them against the pool and in support of Mr. Harriman's policy. On the 1st of May, 1903, when the danger had passed, this stock was resold to the Union Pacific Company. Thus Mr. Harriman, through the support of his powerful group of friends, would have been able, in any event, to frustrate the plans of the strongest combination of speculators that had ever been ar- rayed against him. The pool, after failing to paralyze the Union Pa- cific by means of an injunction, was forced to liqui- date its holdings on a declining market and eventu- ally sold its stock at a loss, it was said, of about $3,000,000. Talbot J. Taylor & Co., who had co- operated with Keene in the formation of the pool, were so weakened by its collapse that they soon 354 E. H. HARRIMAN afterward went out of business. 1 Thus ended one of the boldest and best-planned attempts that had ever been made to compel a railroad company to distrib- ute in dividends money that it needed for repairs, betterments, and new equipment. It made for Mr. Harriman a new lot of enemies, but it enhanced his reputation as a conservative railroad manager and as a formidable antagonist in a fight. A number of successful or unsuccessful attempts were made, in the first decade of the twentieth cen- tury, to wrest the control of railroad properties from managers who happened to hold less than a majority of the capital stocks. Harriman and his associates, for example, nearly succeeded in ousting Morgan and Hill from the management of the Northern Pa- cific by purchasing a majority of that road's out- standing shares, while they themselves, in turn, were deprived of control of the Chicago & Alton by sim- ilar means. Many railroads, at that time, were man- aged by men who owned only thirty or forty per cent of the capital stock. If a single group of associated interests controlled, say, one third of the outstand- ing shares, its supremacy was regarded as assured, because it could almost always get support enough from the other scattered stockholders to give it a safe majority at every annual meeting. Hill and 1 New York Times, April 12, 1914. CONTESTS WITH CLARK AND KEENE 355 Morgan, prior to 1901, never controlled more than forty per cent of the outstanding stock of the North- ern Pacific, and yet they managed the property as if they owned it all. Harriman and his associates, in 1 90 1, held only thirty-seven and a half per cent of the stock of the Southern Pacific, but, so far as the direction of its affairs was concerned, their power was virtually supreme. There was always a danger, however, that a mi- nority group might be deprived of its control by the secret stock purchases of a similar but perhaps more powerful group. From the correspondence of Schiff with Harriman in 1 901 and 1902, it is evident that this danger was always present in their minds, and that they tried to minimize it, as far as possible, by organizing pools or syndicates of friendly capitalists who were willing to buy, and to hold for a term of years, stock or convertible bonds enough to offset any secret purchases that might be made by rival or hostile interests. Such, for example, was the Union Pacific convertible bond pool of 1901 and 1902. In a letter written by Mr. Schiff to Mr. Harriman in September, 1901, the former said: Concerning the winding up of the Union Pacific con- vertible bond pool, of which you speak, I think it would be inadvisable to give up the call which you and Kuhn, Loeb & Co. practically now have on these holdings for over two years yet. It cannot be foreseen how this may 356 E. H. HARRIMAN stand us in good stead hereafter; and until we are abso- lutely certain that our rear is safe, and that no attempts are likely to be made by others to get control of the Union Pacific, which has become the most important and valuable system in the United States, I should not advise to let go of the convertible bond pool, though we should continue to liquidate it as heretofore. This liq- uidation must necessarily be slow, assuring us, for a long time, the control of a considerable amount of the bonds in case of need. ... It is not possible that we permanently hold a sufficient amount of Union Pacific stock to absolutely control the company (nor can any one else), and we shall for this control have to rely, in the first instance, on the good-will of our shareholders. I have long felt, and feel now more than ever, that we must strengthen our holdings of Southern Pacific stock; for while it is not likely that, with the thirty-seven and a half per cent of stock which the Union Pacific holds, any other combination can get control, it is safer, with so able and unprincipled a manipulator as James R. Keene holding a very large amount of the stock, to have an additional considerable amount in friendly hands. 1 About a year later (August 31, 1902), Mr. Schiff wrote another letter to Mr. Harriman on the same general subject in which he said: That we must find ways and means to tighten and make permanent our hold on the Union Pacific becomes more evident every day; but it is also very clear to me 1 Three hundred thousand shares were afterward placed in the "friendly hands" of William Rockefeller to be used against Keene in case the latter should try to get control. Whether Rockefeller bought for himself, individually, or for a syndicate of which he was the head, does not appear; but the object of the investment was to offset Keene's ^purchases and thus strengthen Harriman. CONTESTS WITH CLARK AND KEENE 357 bhat to attempt to lease, until we have a very firm hold, would be extremely dangerous, with all the possibilities that we may have to face. I feel we would have saved aurselves much and frequent uneasiness if we had classi- fied the board. 1 Mr. Harriman evidently shared Schiff's anxiety, and six weeks later (November 11, 1902), with the reoperation of Kuhn, Loeb & Co., he formed a pool ar syndicate of nine members which agreed to buy, as a more or less permanent investment, approxi- mately 500,000 shares of Union Pacific preferred stock. The members and the amounts taken by them respectively were as follows: E. H. Harriman $10,000,000 Kuhn, Loeb & Co 10,000,000 James Stillman 10,000,000 William Rockefeller 5,000,000 H. H. Rogers 5,000,000 W. K. Vanderbilt 5,000,000 James H. Hyde 2,000,000 H. C. Frick 1,250,000 P. A. Valentine 1,250,000 * Harriman, Schiff , and Stillman were made mana- 1 So as to provide for the election of only two or three directors at a time. This would prevent a clean sweep of the board at any single annual meeting in case hostile interests should succeed in getting temporary control. 1 Unimportant changes were subsequently made from time to time in the membership of the pool or in the amounts subscribed. Vander- bilt, for example, transferred his stock to the Chicago & Northwestern Railway Company and acted for the latter as trustee. The partici- pants in this pool, taken together, probably represented, potentially, the greatest aggregation of capital then existing in the United States. 358 E. H. HARRIMAN gers of the pool, with discretionary power to buy or sell, and it was agreed that, unless previously liqui- dated by general consent, the pool should continue to hold the stock for a period of five years. This ac- cumulation of 500,000 shares in the hands of a few men who were in sympathy with Mr. Harriman and his plans would have been an almost insurmountable obstacle in the way of any group of speculators who should seek to capture the Union Pacific by means of a sudden and unexpected raid. Covertly organized pools of this kind were re- garded by the public, at one time, with a good deal of suspicion, for the reason that their object was supposed to be the secret manipulation of railway stocks; but for this suspicion there was, in most cases, no valid foundation. Harriman, in reconstruct- ing and reequipping the Union Pacific and Southern Pacific systems, was engaged in a highly important and beneficent piece of work, and his friends, who had faith in his plans, resorted to defensive combina- tions as a means of protecting him from alien and often purely speculative interference. Such com- binations had to be made secretly, in order to pre- vent hostile interests from becoming aware of their existence. It would have been little short of a public misfortune if Harriman's plans for the extension and betterment of railroad transportation in the Great CONTESTS WITH CLARK AND KEENE 359 West had been thwarted, and he himself eliminated, as the result of a change in control brought about by alien interests for speculative and purely selfish pur- poses. It was to guard against such a possibility that the fifty-million-dollar pool was formed; and its managers bought the preferred stock, rather than the common, for the reason that the former had equal voting power, with less liability to extreme fluctuation in market value. CHAPTER XIV HARRIMAN AND THE ERIE ONE of the first of the Eastern trunk-lines to attract Mr. Harriman's attention was the Erie. The fact that his great country estate at Arden was situated on that road naturally gave him a per- sonal interest in it, and in 1894, when it was in the hands of a receiver, he became one of the most ener- getic opponents of the plan of reorganization that had been devised and proposed by Drexel, Morgan & Co. When that plan failed, as Mr. Harriman pre- dicted that it would fail, he withdrew for a time from active participation in Erie affairs; but, as a security-holder as well as a resident on the line, he continued to take a watchful interest in the manage- ment of the property. After Mr. F. D. Underwood was elected president of the company, in 1901, Mr. Harriman expressed a wish to become a director. He and Mr. Underwood had previously been asso- ciated in the management of the Baltimore & Ohio, and both were desirous of continuing that friendly association in the Erie. The only obstacle in the way was a possible objection on the part of J. P. Morgan, whose firm had done most of the financing of the HARRIMAN AND THE ERIE 361 company after the receivership, and whose interests were dominant at that time in the board. Morgan had had two or three clashes with Harriman, and it was thought that the latter's election as director without his approval might cause friction. For a time, therefore, the matter was held in abeyance. In September, 1903, the death of Abram S. Hewitt left a vacancy in the board, and Mr. Morgan was in- formed that it would please the directors if Mr. Har- riman could be chosen to fill it. Mr. Morgan ex- pressed neither approval nor disapproval, but merely said that "the matter rested entirely with the board of directors and the president." Thereupon, at a meeting of the board held September 30, 1903, Har- riman was elected to fill the vacancy, and a little later (June 28, 1905) he became a member of the executive committee. As subsequent events proved, the president and directors could not have secured a more valuable adviser and supporter in the great work, which they had already begun, of transforming the Erie into a first-class trunk-line, which could compete, on some- thing like equal terms, with the New York Central and Pennsylvania. The road, at that time, was suf- fering from a freight-traffic congestion in several parts of the main line where grades were heavy and operating facilities inadequate. This was particu- 362 E. H._HARRIMAN larly the case in the New York and Alleghany divi- sions, where trains had to be moved over grades that ranged from 0.8 per cent to 1.5 per cent. With a view to improving these parts of the system and thus relieving the congestion, the company decided to build two low-grade branches, or extensions; one of them forty-two miles in length in the New York division, and the other thirty- three miles in length in the Alleghany division. These branches subse- quently became known as the Erie & Jersey and the Genesee River railroads. In order to provide funds for this new construc- tion, the directors authorized the issue of Erie con- vertible bonds; but before the work had been long under way, financial conditions became such that the bonds could not be sold at prices that would war- rant their flotation. Meanwhile, contracts had been made for a large part of the construction material and some of it was already on the ground. In 1905, after the company had spent about $1,500,000 on the projected extensions, work was temporarily sus- pended for lack of funds. Mr. Harriman then pro- posed that the new lines be organized as independent companies, subsidiary to the Erie, but separate from it. They could then issue their own first mortgage bonds, at an attractive price, and earn the interest on them by leasing the roads to the Erie when com- HARRIMAN AND THE ERIE 363 pleted. This seemed to be a perfectly practicable plan, but, unfortunately, the State Commission fixed a minimum price, at which the bonds could not be sold. Mr. Harriman then proposed, and success- fully negotiated, a loan of $5,000,000 upon short- term notes, secured by these bonds and the Erie's guarantee, the two subsidiary companies agreeing not to issue any additional bonds without the con- sent of the note-holders. In this way the necessary funds were finally obtained and the Erie & Jersey and Genesee River railroads were built. The completion of these two branch lines greatly benefited the Erie by lowering grades, cutting down operating expenses, and providing capacity for in- creased traffic. On the New York division, for ex- ample, the maximum grade was reduced from 74 feet to 26 feet per mile eastbound, and from 75 feet to 53 feet westbound, while, at the same time, the full train-load was increased from 556 tons to 3193 tons eastbound and from 520 tons to 18 12 tons west- bound. On the Alleghany division the grade was reduced from 42 feet to 10 feet eastbound, and from 53 feet to 16 feet westbound, while the train-load was increased from 1350 tons to 3812 tons eastward and from 1106 tons to 3071 tons westward. After these two branches had been completed, Mr. Harriman urged the importance of increasing equip- 364 E. H. HARRIMAN ment. "You may fix your grades," he said, "so as to move a large traffic; but you will lose the benefits that should accrue if you don't keep your equipment in balance with your track betterments." Some railroads, prior to that time, had been in the habit of saving money, when hard-pressed financially, by going without equipment that was really needed. In one case, cited by Mr. Harriman, the president of an important railway company in the West made it a practice to go over his line regularly, once every year, and systematically cut down the expense estimates of his subordinates, no matter how reasonable they were. That road never prospered and eventually went into the hands of a receiver. In another case, an equally prominent Eastern road tried to save money by using cheaper lights — and even oil lan- terns — in its passenger coaches. Mr. Harriman strongly disapproved of such cheese-paring economy, and when one of the directors of the Erie proposed to stop altogether, for a time, the making of equipment purchases, Harriman interposed an emphatic objec- tion. "The way to save money," he said, "is to spend it." By this he meant not that money should be squandered, but that it should be spent freely where the expenditure would increase earning power and thus bring in more revenue. At a meeting of the Erie executive committee one HARRIMAN AND THE ERIE 365 day a requisition was presented for a comparatively small sum of money — ten or twelve thousand dol- lars — to buy mules for hauling purposes in the com- pany's coal mines. There were differences of opinion with regard to the matter, and after listening to the discussion impatiently for a time, Harriman said: " If the manager in charge cannot be trusted to buy mules without bringing the subject to the executive committee, a new manager should be selected. My time is worth about a mule a minute and I can't stay to hear the rest of this discussion. I vote 'Aye' on the requisition." He then left the room. On the question of spending money for permanent improvements and better equipment, Mr. Harriman almost always voted "Aye," and his influence, abil- ity, financial experience, and personal prestige were very helpful to the Erie between the years 1903 and 1906, when, with limited resources and impaired credit, the company was taking the first steps to- ward the realization of a far-sighted and compre- hensive plan for the betterment of the property. In speaking of this plan, many years later, the "Rail- way Age Gazette" said: The history of the Erie since 1902 is unique, in that it is the only instance in American railroad history where a large system, with a funded debt utterly dispropor- tionate to the value of the property, has been reha- bilitated without the intervention of the courts and a 366 E. H. HARRIMAN receivership, and without reorganization. In the years prior to 1902, not only did the Erie have a top-heavy load of bonds, but its credit was almost exhausted and its physical condition was such as to make its operation uneconomical. The morale of its organization was al- most equally bad. The history of the development of the Erie Railroad since then is, in considerable part, an account of the domination of one man's personal- ity, sound common sense and persistence, in the face of an unusually large proportion of " unsurmountable difficulties." The Erie pulled itself out of its hole by its own boot- straps; or, to put it in another way, its rehabilitation went on "under traffic." The physical condition of the road was such as to make it impossible to effect econo- mies in operation without the additional investment of large sums of money. With the small margin of earnings above fixed charges, the company's credit was such as to preclude the possibility of any large issue of securities to provide funds for a general programme of additions and betterments. Before the service and economy of opera- tion could be much improved, modern facilities would have to be provided, and this was a question of estab- lishing credit, and so the circle of "impossibilities" was complete. In 1901, Frederick D. Underwood was made presi- dent, and among the first things he did was to gain the confidence of his board of directors so securely that he held it even through the trying times of 1907 and 1908. . . . This backing of the directors has been of great im- portance in the success of the development of the prop- erty. There have been numerous instances where a board of directors could be carried, by a more or less temporary burst of confidence, into granting authority to inaugurate a large system of expensive improve- ments; but the Erie's case demanded a continuing faith HARRIMAN AND THE ERIE 367 In the face of difficulties which arose one after another, year in and year out, for a long period of time. The pro- gramme of physical betterments had to be carried out bit by bit as the money could be raised. . . . The key- note to the upbuilding of the Erie has been the orderly carrying out of a plan adopted after careful considera- tion and thereafter adhered to strictly. After stating that the road weathered its most difficult time while Harriman was a member of the ex- ecutive committee, the " Railway Age Gazette " says : The Erie, unquestionably, owes to Mr. Harriman and his immediate associates much, as regards the breadth and scope of the plan of rehabilitation and the tenacity with which it was adhered to under the most trying cir- cumstances. 1 Not long after Mr. Harriman became a director of the Erie, there were two serious strikes of workmen in the company's shops. The first one was begun by the boiler-makers, who insisted that no foreman should be appointed without their approval; that the number of apprentices should be limited; that double pay should be given for overtime, and that there should be no piece-work. A little later a strike was begun by the machinists, who made substan- tially the same demands. The question then came up: Should the company yield, or compromise, or fight? It was Mr. Harriman's judgment that these 1 "Studies in Operation — The Erie Railroad"; Railway Age Gazette, April 28, 1916, pp. 939-42. 368 E. H. HARRIMAN two strikes should be fought out to a finish, and it was largely through his courage and his influence in the board that they were so fought out. They cost the company about $1,800,000, but the wisdom of the policy that Harriman advocated and the board adopted was shown by the fact that after the partly new force of workmen had been organized, sixty per cent more work was done than had been done before on the same floor area, and there was industrial peace in the shops for a period of ten years. One of the most extraordinary episodes in the history of the Erie after Mr. Harriman became a member of the executive committee was the pur- chase of a controlling interest in the Cincinnati, Hamilton & Dayton Railroad from J. P. Morgan, on the 20th of September, 1905, at a cost of $12,000,000, and the resale of the same interest to the same banker, at the same price, two and a half months later. The circumstances that brought about the purchase were stated by the Interstate Commerce Commission as follows: The acquisition of the C. H. & D. by the Erie was not a new subject in the minds of Erie officials and directors. It had been seriously considered at different times for several years prior to the actual purchase. The value of the C. H. & D. to the Erie, from a traffic standpoint, had been investigated and favorably reported, 1 the southern 1 By H. B. Chamberlain, third vice-president and general traffic manager of the Erie Company, in a report dated May 23, 1904. HARRIMAN AND THE ERIE 369 connections through Cincinnati and western connec- tions through Indianapolis being looked upon as of par- ticular value. . . . According to the testimony of Presi- dent Underwood, of the Erie, there were no negotiations carried on for this purchase, by him or by any one else in behalf of the Erie, prior to an interview he had with J. P. Morgan, at the latter's request, on August 16, 1905, at which Morgan said : "When I was more active in the Erie than now, and during Mr. Coster's time, it was always thought that sometime the C. H. & D. would become the property of the Erie. Now I have to say to you that if it is still the intention of the Erie board, and it is desirable on the part of the Erie Company, to acquire the C. H. & D., they will have to move quickly in the matter, for it is to be sold soon and there are other purchasers after it." 1 He then submitted a statement showing the condi- tion of the C. H. & D., which was taken under advise- ment by President Underwood and his staff. 2 ' Without making an inquiry as to the date, au- thenticity, or trustworthiness of this statement, and without investigating independently the financial condition of the C. H. & D. Company, the Erie of- ficials decided to make the purchase, and on the very next day (August 17, 1905) President Underwood personally authorized J. P. Morgan to buy for the 1 The "other purchasers" were the members of a syndicate sup- posed to represent the so-called "Hawley interests." It was composed of Edwin Hawley, D. G. Reid, Newman Erb, John W. Gates, T. P. Shonts, Paul Morton, and others. s "In Re Pere Marquette Railroad Company and C. H. & D. Rail- road Company," Interstate Commerce Commission Reports, No. 6833 (March 13, 1917), p. 159. 370 E. H. HARRIMAN Erie a majority of the C. H. & D. stock. In a letter to Mr. Morgan, dated August 18, 1905, President Underwood said that grade reductions and other improvements which were then in progress on the Erie would enable the road to handle more traffic than was then tributary to it; that the properties which it was proposed to acquire would largely in- crease such traffic, and that they "were worth more to the Erie than to any other interest on the map." He predicted that in five years' time, the increase in revenues from the haul of anthracite coal on the Erie, and the sales thereof in the territory traversed by these lines and their connections across Lake Michigan to the northwest, would, in itself, go a long way toward paying the interest on the proposed investment. 1 In explaining subsequently the haste with which he acted on Morgan's suggestion, President Under- wood said that he was influenced by the rumor that the C. H. & D. was in danger of falling into other hands. "I did not at that time want," he said, "to see the C. H. & D. get into the hands of any interest that would divert its traffic from the Erie Railroad, and that was one of the prime factors that made us move when we did." 2 On the 9th of September, 1905, J. P. Morgan, as 1 "In Re PSre Marquette," etc., p. 160. ! Ibid., p. 164. HARRIMAN AND THE ERIE 371 banker for the Erie, entered into a contract for the purchase of about 74,000 shares of C. H. & D. stock at $160 a share. Three weeks later (September 20, Jo^i) the board of directors approved the action of the president in orally agreeing to take the stock from Morgan, and on the 10th of October the Erie shareholders ratified the purchase. At the same time, the Erie Company issued its short-term notes for the sum of $11,835,000 in payment to Morgan & Co. for 74,059 shares of C. H. & D. stock, including $392,630 in commissions. It then virtually took possession of the C. H. & D. by electing directors and general officers of that company. In making this purchase, the Erie relied wholly upon the statement furnished by J. P. Morgan, which seemed to show that the C. H. & D. was earn- ing its fixed charges and was consequently solvent. Such, however, was far from being the case. The real condition of the company, and the causes that had brought about that condition, are briefly sum- marized by Professor Ripley as follows: Within three years prior to 1905, the road was passed in succession through no less than four syndicates. The first pool was formed in 1902 to purchase the Pere Mar- quette road, which ran crosswise of the main trunk- lines up into Michigan. The plan was, by threat of ex- tending it east and west to Buffalo and Chicago, to force it upon the Vanderbilt roads at a profit. This 372 E. H. HARRIMAN project failed, leaving the bankers with a heavy burden of unsalable and non-dividend-paying securities. In the meantime another independent cross-line, the Chicago, Cincinnati & Louisville, had been constructed almost into Chicago by a second syndicate. A third pool al- ready controlled the Dayton road. These three groups all overlapped in membership. All parties finally de- cided to join forces. The Pere Marquette was sold to the Dayton road, by payment in Dayton bonds and notes at the rate of $125 for Marquette stock which had cost $85 per share. This recompensed the first syndicate liber- ally. The second syndicate, which had built the line toward Chicago, was paid for its services in Marquette notes. The third syndicate, controlling the Dayton road, now made its profit in turn by selling the com- bined properties to a fourth syndicate. 1 And it was this fourth syndicate, headed by H. B. Hollins & Co., which offered the G. H. & D. to Mor- gan, with the intimation that if he did not take it, others would. As the result of the sales, purchases, stock-water- ing, and speculative manipulation above outlined, the C. H. & D., when the Erie bought it, was prac- tically bankrupt and was liable for the deficits of three other companies, namely, the Pere Marquette, the Chicago, Cincinnati & Louisville, and the Toledo Railway & Terminal. In the words of the Interstate Commerce Commission: "The Erie, in buying the 1 Railroads: Finance and Organization, by Professor William Z. Ripley, pp. 215-16 HARRIMAN AND THE ERIE 373 C. H. & D., was not buying a system which was then paying its fixed charges, but a system which had fallen short of doing so by over a million and three- quarters of dollars," not including interest charges of nearly half a million on the Erie's own securities, issued to raise funds for the purchase. On June 30, 1905, the C. H. & D. proper had out- standing short-term and demand obligations in the form of loans and bills payable aggregating over $2,300,000. In addition there was $1,009,000 due on audited ac- counts which were unpaid because of lack of funds, not to mention sundry bills held up and not even vouchered for the same reason. It soon became apparent that the C. H. & D. would be wholly unable to perform its ob- ligations under its lease of the Pere Marquette; that neither the Chicago, Cincinnati & Louisville nor the Terminal Company was earning operating expenses, and consequently their interest charges and more would have to be met; that $15,000,000 of C. H. & D. notes would mature in about three years, and that heavy interest charges would fall due in January with no funds to pay them. 1 President Underwood first began to suspect that all was not right with the C. H. & D. when he made a tour of inspection over that road in November, 1905. In the course of this trip he met the control- ler of the company, who said "that he was not pre- pared to give the exact figures of the C. H. & D. finances, because he did not ' have them on the books. ' 1 "In Re Pere Marquette," etc., p. 170. 374 E. H. HARRIMAN Asked to explain, the controller said it was under- stood that there were contracts and commitments that he knew nothing of. He did, however, disclose some obligations not shown on the books, and it then appeared that the statement Mr. Underwood had looked at, and on which he and Mr. Morgan traded, was inaccurate." 1 Surprised, if not startled, by these discoveries, Mr. Underwood cut short his trip, left the train at Lima, and hurried back to New York. It may naturally enough be asked: Where was E. H. Harriman when Morgan and the Erie Com- pany bought a twelve-million-dollar railroad with less inquiry and investigation than a prudent busi- ness man would make before purchasing an automo- bile? As an influential member of the executive committee, could he not have prevented the Erie from making an investment that he must have known would be unfortunate, if not actually disas- trous? Mr. Harriman sailed for Japan on the 16th of August, 1905, and did not return to New York until October 26th. Presumably, therefore, he knew noth- ing about the transaction at the time, and certainly he was not consulted with regard to it. When, some 1 Open Letter to the Stockholders of the Baltimore & Ohio Railroad Company, by Isaac M. Cate (Baltimore, 1917), pp. 6-7. HARRIMAN AND THE ERIE 375 months later, he became aware of the facts, he strongly disapproved the purchase, and urged Presi- dent Underwood to see Morgan and try to have it rescinded. In testifying before the Interstate Com- merce Commission some years later Mr. Underwood said: Several days before the rescindation process was had, I talked with Mr. Harriman in his office in the Equit- able Building. Now I cannot give you any idea where he had been in the interim, but I very distinctly remem- ber my conversation with him. I could not forget it, nor could you forget it if you had heard it — about what was necessary to be done. He said: "You made the trade with Mr. Morgan yourself. No one was present. You had better go and see Mr. Morgan, and you had better not depend on any one else but yourself. It is up to you. You had better go and better go now." Then I went down and had an audience with Mr. Morgan and told him that practically the C. H. & D. had a floating debt that was not visible in the statement he showed me. He said: "Well, we will look at the statement," and there was some attempt made to find it, but it was unsuccessful; it was not produced. I said: "Mr. Mor- gan, the statement that I made to you of the effect of the acquisition of the C. H. & D. on the Erie's finances is null and void, because the statement [the Morgan statement] was inaccurate." He looked at me and said: "Well, if the statement that we made to you was inac- curate, and for any reason you think that the Erie Rail- road has made a bad trade, your duty is very simple — you have only to convene your board of directors and rescind it, and I advise you to do it at once." I bade him good afternoon and walked out of his office. 1 1 "In Re Pere Marquette," etc., pp. 172-73. 376 E. H. HARRIMAN After buying a twelve-million-dollar railroad from Morgan, unconditionally, in August, it must have required a good deal of courage to go to him in No- vember and ask him to take the road back at the same price that the Erie had paid for it. So far as Mr. Harriman inspired that courage, he is entitled to the credit of saving the Erie Company from a serious, if not a disastrous loss. But perhaps Mr. Underwood would have made the appeal in any event. On the 28th of November, Mr. Morgan himself appeared before the Erie executive committee, and offered to take back the C. H. & D. stock at the price paid for it, "because," as he said, "he under- stood that some dissatisfaction was felt, and had been expressed, with reference to the purchase ef- fected by his firm as agents for the Erie." The com- mittee, by a unanimous vote, decided to recommend tothe board the acceptance of the offer, and the board did so accept on the following day. At the same time the board authorized the delivery to Mr. Morgan of a copy, "suitably engraved, under the Erie's corporate seal, and signed by every director." of the resolution of thanks adopted at the meeting, "for his extraordinary service and assistance to the company; first in his quick and efficient compliance with the direct personal appeal of the company, HARRIMAN AND THE ERIE 377 through its president, to obtain for it a large ma- jority of the common stock of the Cincinnati, Hamil- ton & Dayton Railway Company; and, finally, after the development of doubt in this board as to the continuing ability of the Erie Company satisfac- torily to maintain and extend that system, in view of the demands of its own railroad, in his magnificent, unparalleled, and absolutely voluntary offer himself to assume the entire purchase, and to relieve the Erie Company from all contracts and cost in connec- tion therewith." The freeing of the Erie from its purchase was form- ally accomplished through an agreement with J. P. Morgan dated December 2, 1905, whereby the Erie agreed to sell to him its C. H. & D. stock at the price paid under the purchase contract. While Morgan as- sumed this obligation personally, the firm paid for the stock and treated it as a firm matter, without formal as- signment from him. 1 Two days after the signing of this agreement, both the C. H. & D. and the Pere Marquette went into the hands of a receiver. While the whole transaction above outlined is more or less extraordinary, perhaps the strangest feature of it is the apparent ease with which H. B. Hollins & Co. palmed off upon Morgan and the Erie Company the watered stock of a bank- rupt railroad at $160 a share. 1 "In Re Pere Marquette," etc., p. 171. CHAPTER XV THE CONTEST WITH THE SANTA FE IN the early years of the twentieth century, mana- gers of all the trunk-lines west of the Missouri River were striving to lessen operating expenses and quicken the movement of trains by cutting down heavy grades, eliminating sharp curves, and other- wise improving their tracks. When these transcon- tinental roads were originally built, comparatively little attention was paid to operating efficiency. The important considerations at that time were economy and rapidity of construction; and in select- ing locations, engineers and managers chose routes over which it would be cheapest and easiest to build, rather than routes over which trains could be most economically and rapidly hauled. Experience proved, however, that this was a mistake, and that it would be better to relocate and rebuild parts of the roads where there were sharp curves, or steep grades, than to waste money unnecessarily in heavy operating expenses. Mr. Harriman was one of the first to see this, and between 1899 and 1904 he spent scores of millions of dollars in improving both the Union Pa- cific and the Central Pacific by relocating and re- CONTEST WITH THE SANTA FE 379 building their tracks. He turned his attention first to the mountainous region between Ogden and Reno, partly because that section was most important and partly because grades there were heaviest and curves most frequent. He always intended, however, to carry out,a plan long contemplated by Mr. Hunting- ton, which was to improve the main line of the South- ern Pacific by changing its location between Lords- burg, New Mexico, and Yuma, Arizona, where the road crossed the Rocky Mountains and where maxi- mum grades ran from one and one half to nearly two per cent. A glance at a contour map"of the United States will show that from Canada to Mexico there is no watercourse that cuts entirely through the Rocky Mountains and their outlying foothills except the Gila River in southern Arizona. Everywhere else the range is practically unbroken, and in order to surmount it the builders of the first transcontinental lines had to carry the work of construction up more or less steep grades, where, in many places, there was a rise of one hundred feet or more to the mile. The advantages of the Gila Valley route had been known for many years, and the engineers who made sur- veys for the Southern Pacific were well aware that by adopting it they could get across the mountains with a maximum grade of only twenty-six feet per 380 E. H. HARRIMAN mile. They were deterred, however, from taking this course by a very formidable obstacle. Just west of the San Carlos Indian Reservation, the Gila River runs into what is known in Arizona as a " box canon " — a very narrow defile between high rocky cliffs. This canon is about eighteen miles in length, and its walls rise perpendicularly, almost from the water's edge, to heights of from eight hundred to a thousand feet. The engineering work involved in building through such a gorge would be very expensive and would take a good deal of time; so it was finally de- cided that a better plan would be to cross the moun- tains fifty or sixty miles farther south, where the road could be more quickly and easily built and where the initial cost would be less. Mr. Huntington and Mr. Kruttschnitt, however, always kept the Gila route in mind, and fully intended to build over it as soon as the financial condition of the Southern Pacific should be such as to justify the necessary expenditure. Meanwhile.'the Atchison, Topeka & Santa Fe, the most enterprising and powerful rival of the South- ern Pacific, began to show a disposition to get control of the Gila Canon by building toward it from Phoe- nix. In the summer of 1902, the Phoenix & Eastern Railroad Company, a corporation backed by Santa Fe interests, obtained an Arizona charter, filed the CONTEST WITH THE SANTA FE 381 necessary location maps, and began the construction of a line from Phoenix to Benson, by way of the Gila and San Pedro Valleys. The ostensible object of this enterprise was to secure a connection with the El Paso & Southwestern and thus get an entrance into Texas. To this move the Southern Pacific offered no objection, although the projected road invaded its territory and for a distance of one hundred and eighty-five miles nearly paralleled its main line. In December, 1903, however, the Phoenix & Eastern abandoned the location along the south bank of the Gila River on which it had originally filed, crossed to the north bank, where it had no right of way, and began making location surveys eastward in the gen- eral direction of the Gila Canon. This, and other moves made by the Santa Fe about the same time, seemed to indicate an intention on the part of its managers to preempt the only practicable approach to the canon, and perhaps build through the canon itself, thus preventing the Southern Pacific from constructing its proposed line from Lordsburg to Yuma by way of the Gila Valley. When this state of affairs was reported to Mr. Harriman, he took steps at once to protect Southern Pacific interests. By his direction, and under the immediate supervision of Epes Randolph, vice-presi- dent and general manager of Southern Pacific lines 382 E. H. HARRIMAN in Arizona and New Mexico, a new company was incorporated under the name of Arizona Eastern, which was empowered by its charter to build a road from Yuma to Lordsburg by way of Phoenix, Dud- leysville, the Gila Canon, and the San Carlos Reser- vation. This new company began at once to make location surveys and pushed them with all possible speed to completion. Meanwhile, the Phoenix & Eastern was also making location surveys, with a view to preempting a strip of land about eighteen miles long on the northern bank of the river, where, under its original map and location, it had no right of way. As this strip furnished the best and easiest means of access to the Gila Canon, each of the con- tending parties strove eagerly to get possession of it by prior location. The Arizona Eastern completed its surveys early in March, 1904, and on the 14th of that month at 9 A.M. filed its route map in the United States Land Office at Tucson, as required by the Act of Congress of March 3, 1875, granting rights of way to railroad companies over the public domain. The Phoenix & Eastern filed its own route map on the same day, but not until 9.20 A.M., so that the Arizona Eastern had a small margin of twenty minutes' pri- ority. Both companies began grading operations on the disputed strip, and as the rival gangs of labor- ers were working almost side by side, they natu- CONTEST WITH THE SANTA FE 383 rally interfered and clashed frequently with one another. The contest, thus far, had been for possession only of the eighteen-mile strip on the northern bank of the river below Dudleysville, which may be described as the western approach to the Gila Canon, but a struggle soon began for possession of the canon itself. On the 6th of April, 1904, the Santa Fe brought about the organization and incorporation of still another company, called the Gila River Railroad Company, whose charter authorized it to establish a connection with the Phoenix & Eastern at or near Dudleysville, and to build thence through the Gila Canon and across the Arizona-New Mexico bound- ary to the terminus of the Santa Fe branch line at Deming. So far as the Gila Canon was concerned, this route had already been preempted by the Ari- zona Eastern in the map that it filed in the United States Land Office on the 14th of March, 1904; but the Gila River Company, nevertheless, made ap- plication to the Interior Department in Washington for right of way. The various controversies involving preemption rights on the northern side of the river soon became the subject of litigation, and in the trial court the Arizona Eastern's right of way through the Gila Canon was sustained. The case was then appealed 384 E. H. HARRIMAN to the United States Supreme Court, but before a final decision had been rendered, the managers of the Santa Fe, anticipating defeat, approached Mr. Harriman with a proposition to compromise. • The negotiations that followed ended in an agreement on the part of the Southern Pacific to purchase the capital stock of the Phoenix & Eastern at cost. This was a clear victory for Mr. Harriman, because it not only gave him undisputed possession of the Gila Canon and the road leading thereto, but put an end to the encroachments of the Santa Fe upon Southern Pacific territory in that part of Arizona. Mr. Harriman was always desirous of maintaining peaceful relations with the Santa Fe, and even went so far as to offer its managers seats for two of their representatives in the Southern Pacific directorate, provided they would reciprocate by giving him a similar privilege in their own directorate. "We should work in harmony," he said to them, "and not live in strife. You give me two seats on the board of the Santa Fe and I will give you two seats on the board of the Southern Pacific." But this offer was not accepted. Perhaps President Ripley and his associates were afraid of the influence that might be exerted in their organization by a man of Mr. Har- riman's energetic and dominating character. But the privilege that they would not concede volun- CONTEST WITH THE SANTA FE 385 tarily was eventually extorted from them. In the summer of 1904, while the contest for possession of the Gila Canon was still going on, Mr. Harriman and his associates bought in the open market 300,000 shares ($30,000,000 par value) of Santa Fe stock. This gave them power to elect two directors, and H. H. Rogers and H. C. Frick were shortly after- ward chosen to represent Union Pacific and South- ern Pacific interests on the Santa Fe board. Although Mr. Harriman was a keen rival when competition became necessary, he was always of opinion that competitive railroad-building is not permanently advantageous, either to the public, or to the companies that engage in it; and that where competing lines are already in existence, it is best for them either to work harmoniously together by means of cooperation, or to combine under a single manage- ment. This was the central thought in the address that he delivered at the opening of the Louisiana Purchase Exposition in St. Louis on the 30th of April, 1904. "The combination of different rail- ways," he then said, "should be regulated by law. So far as may be necessary, the public interest should be protected by law; but in so far as the law obstructs such combinations, without public benefit, it is un- wise and prejudicial to the public interest." This was not then the view of Congress, or of the 386 E. H. HARRIMAN American people. Combination was prohibited by the Sherman Anti-Trust Law, even when it was clearly beneficial to the public. Time and experi- ence, however, showed the soundness of Mr. Harri- man's judgment. During and after the World War, the advantages of railroad combination were almost universally recognized, and Congress itself adopted the very policy for which Mr. Harriman had been condemned. 1 1 The bill introduced in 1919 by Senator Cummins, chairman of the Senate Committee on Interstate Commerce, authorized railroads to combine voluntarily in geographical groups, and provided that at the end of seven years such combination should be compulsory. CHAPTER XVI NORTHERN SECURITIES COMPANY DISSOLVED WHEN the United States Supreme Court, on the 14th of March, 1904, decided that the Northern Securities Company was "an illegal com- bination in restraint of trade" and ordered that it be dissolved, the question arose: How should the disso- lution be brought about? Should the corporation terminate its existence by cancelling its stock and giving back to every holder the same kind and the same number of shares that the latter had put into it? Or should it dissolve by distributing its total as- sets, pro rata, among its stockholders, without regard to the kinds of stock originally received from them? Regarded as a question of equity, it would seem to depend upon the nature of the agreement between the parties at the time when the combination was formed. If a Northern Pacific stockholder put in his shares with the understanding that they were to re- main his property until the combination should be legally and effectually established, he might right- fully demand the return of those very same shares when the combination was dissolved by judicial decree. If, on the other hand, he sold his shares to the combination unconditionally, and without 388 E. H. HARRIMAN regard to the latter's effectual and permanent estab- lishment, he could equitably claim only his pro rata share of the combination's assets. To the average small stockholder it made little difference, perhaps, whether he got back the same shares that he had turned in or not; but to Mr. Harriman it made a very great difference. If, on the dissolution of the com- bination, he recovered all the shares of the Northern Pacific Company that he had originally contributed, he would still retain controlling power in that or- ganization, because he had turned in more than a majority of its capital stock. If, however, he got back only a part of his Northern Pacific shares and had to take with them a part of the shares of the Great Northern, he would have only a minority holding in each corporation and comparatively little power in either. Mr. Hill and his associates, very naturally, pre- ferred to make a pro rata distribution of the holding company's assets, including both Northern Pacific and Great Northern shares, so on the 22d of March, 1904, they sent out a circular to the stockholders of the Northern Securities Company, apprising them of the impending dissolution and proposing to return to them, not the same kind and the same number of shares that they had put in, but $39.27 in stock of the Northern Pacific and $30.17 in stock of the Great NORTHERN SECURITIES COMPANY 389 Northern for every share of Northern Securities stock that they surrendered. The circular also gave notice of a special meeting of Northern Securities stockholders, to be held on the 21st of April, 1904, for the purpose of voting on the proposition. 1 On the 2d of April, 1904, only eleven days after the Hill plan of dissolution was announced, counsel for the Oregon Short Line (a subsidiary of the Union Pacific) applied to the courts for permission to inter- vene, on the ground that it (the Short Line Com- pany) was still the owner of the Northern Pacific shares that had been turned in, and that the pro- posed distribution of the holding company's assets would be unjust and inequitable. Permission to intervene was denied, whereupon Harriman brought suit in the United States Circuit Court for an in- junction to prevent the Northern Securities Com- 1 Mr. Hill afterward stated, in a letter to a friend, that this plan, when first proposed, had Mr. Harriman's approval (Life of James J. Hill, by J. G. Pyle, vol. II , pp. 178-79) ; but such does not seem to have been the case. The first plan was presented at a conference held in Mr. Hill's office soon after the United States Supreme Court rendered its decision. The gentlemen who attended that conference were Mr. Hill, Messrs. Grover, Stetson, and Johnson, his legal counsel, and R. S. Lovett, general counsel for the Harriman lines. The plan, as pre- sented, was discussed and developed, mainly by Stetson and Johnson, and the conferees separated with the understanding that they should meet again on the following morning. When Mr. Lovett reported to Mr. Harriman what the plan was, the latter dissented at once. Mr. Lovett thereupon telephoned Mr. Grover, counsel for Mr. Hill, that Mr. Harriman was "not prepared to commit himself to the plan sug- gested," and that he (Lovett) would not return to the conference. 390 E. H. HARRIMAN pany from distributing its assets in the manner pro- posed. The court issued a temporary restraining order, and on April 21, 1904, just before the special meeting of the Northern Securities stockholders, Harriman sent to them the following "Notice": Notice is hereby given to the special meeting of stock- holders of the Northern Securities Company that the undersigned claim that the shares of the capital stock of the Northern Pacific Railway Company delivered by Edward H. Harriman and Winslow S. Pierce to the Northern Securities Company, on or about November 18, 1901, and consisting of $37,023,000, par value, of the common stock of said railway company and $41,085,- 000, par value, of the preferred stock of said railroad company, and the common stock into which said pre- ferred stock has been converted, belong to the Oregon Short Line Company, as the legal and equitable owner thereof; that the Northern Securities Company is not now, and never became, the owner thereof, but is simply a custodian, and that the undersigned are entitled to the return and delivery to them of certificates for said stock of the Northern Pacific Railway Company, upon the surrender by them of $82,491,871, par value, of the capital stock of the Northern Securities Company and the payment of $8,915,629 in cash received by them on such delivery of Northern Pacific stock to the Northern Securities Company as aforesaid. Notice is further given that the said Northern Securi- ties Company has no right to distribute the said North- ern Pacific stock, pro rata, among the stockholders of the Northern Securities Company, or otherwise dispose of the same except to return the same to the undersigned. Notice is further given that the undersigned have in- NORTHERN SECURITIES COMPANY 391 stituted a suit in the Circuit Court of the United States for the district of New Jersey to have it adjudged that they are entitled to the return of the said Northern Pa- cific stock to them, and that in said suit a restraining or- der has been granted by the Hon. Andrew Kirkpatrick, U.S. Judge, restraining and enjoining the Northern Se- curities Company, until the hearing and decision of the application of the undersigned for a preliminary writ of injunction, from parting with, disposing of, assigning, transferring, or distributing said stock of the Northern Pacific Railway Company so received from said Harri- man and Pierce, or the certificates which now represent the same, and that a copy of said restraining order and of the bill of complaint, exhibits and affidavits on said mo- tion for a preliminary injunction have been duly served on the officers of the Northern Securities Company. Edward H. Harriman Winslow S. Pierce Oregon Short Line Railroad The Equitable Trust Company In arguing this case before the Circuit Court judge, counsel for Mr. Harriman contended that the Hill plan of dissolution, if carried into effect, would put the control of the two roads into the hands of the same men who had combined to organize the North- ern Securities Company and who were still endeavor- ing to secure such control in another way. It would be unfair, counsel argued, to allow the Hill-Morgan interests to take away from the Harriman interests the majority of Northern Pacific stock that they had held prior to the organization of the Securities Com- 392 E. H. HARRIMAN pany, and to give them in exchange only a minority of Northern Pacific shares and a still smaller minor- ity of Great Northern shares. The latter they had never bought and never desired to buy, and the Hill plan, if carried through, would merely force them to take about $25,000,000 of Great Northern stock in which they had no interest whatever. Although Mr. Harriman secured an injunction and thus blocked temporarily the proposed distribu- tion of the Securities Company's assets, he was un- able to hold his advantage. Gn the 1 8 th of August, 1904, Hill and his associates carried the case by ap- peal to the Circuit Court of Appeals, and succeeded, on the 3d of January, 1905, in getting the injunction dissolved. Mr. Harriman thereupon obtained a writ of certiorari and took the case to the United States Supreme Court, where it was argued March 2, 1905. Four days later the Supreme Court handed down a decision in which Harriman's plea for the return of his Northern Pacific shares was denied and the Hill plan for the distribution of the holding company's assets was approved and sanctioned. The Northern Securities Company then called in for cancellation ninety-nine per cent of its shares and gave to the holders thereof $39.27 in Northern Pacific stock and $30.17 in Great Northern stock for every share sur- rendered. This distribution not only deprived Mr. NORTHERN SECURITIES COMPANY 393 Harriman of his control of the Northern Pacific Company, but affected his interests injuriously in another way. If he recovered all of the Northern Pacific shares that he turned in when the Securities Company was formed, he would have, at the par value of such shares, $78,108,000, with an annual income (at the current dividend rate) of $5,467,560. If, on the other hand, he got back only his pro rata share of the Securities Company's assets (including both Northern Pacific and Great Northern shares), he would have only $56,709,330, at par value, with an annual income of only $3,969,667.' In carrying through his plan for such a distribu- tion of the holding company's assets as would de- prive Mr. Harriman of power in Northern Pacific and Burlington affairs, Hill won a decisive victory; but he was not satisfied, nevertheless, with the out- come of the litigation as a whole. The dissolution of the Northern Securities Company [says his biographer] was one of Mr. Hill's few great dis- appointments. It cannot properly be said to mark a fail- ure. The plan, as it was outlined in his mind, away back in 1893 to 1895, was a limited holding company for Great Northern stockholders only. Time and circum- stances, rather than individual judgment or desire, had compelled its expansion to the form taken by the North- 1 History of the Northern Securities Case, by B. H. Meyer, Univer- sity of Wisconsin Bulletin, p. 295. 394 E. H. HARR1MAN ern Securities. The forces which struck at this, both State and Federal, were inspired, in part at least, by a political motive. The decision pictures the court in doubt. The vote of five to four was almost equivalent to "not proven." The after event amounted to a vindica- tion. For, just as the reorganization of the Northern Pacific, planned in 1895 and prohibited by the court, was accomplished in another fashion, to the same end but in conformity with the law, so the main business and economic purposes of the Northern Securities have since been realized. The only thing actually accom- plished by the court's decision was to prevent eight or ten old men from placing their investments where they would be secure after their death. 1 If the dissolution of the Northern Securities Com- pany was a disappointment to Mr. Hill, the failure to secure complete control of the Northern Pacific in 1 90 1 and the adverse decision of the United States Supreme Court in 1905 were equally disappointing to Mr. Harriman, because they defeated his plans and left the Union Pacific with only a minority hold- ing of stock in each of the Hill-Morgan companies. Great disappointments, however, are sometimes at- tended by compensating advantages, and it hap- pened to be so in this case. The Great Northern stock, which Mr. Harriman did not want, but which he was forced to take when the Securities Company dissolved, proved to be a veritable bonanza. In the fall of 1905, the Great Northern Company added 1 Life of James J. Hill, by J. G. Pyle, vol. 11, pp. 183-84. NORTHERN SECURITIES COMPANY 395 $25,000,000 to its capital stock and gave to its stock- holders the privilege of subscribing to the new issue at par. As the stock at that time was selling at a premium, Mr. Harriman, of course, took the amount allotted to the Union Pacific, and thus increased his holdings by 37,444 shares. Then, in the latter part of 1905 and the early part of 1906, there happened to be an extraordinary boom in the stock market which carried railroad securities, and especially the Hill stocks, to almost unprecedented figures. Northern Pacific sold up to $232.50 a share, while Great North- ern, notwithstanding the recent expansion of its cap- ital, was bid up to a maximum of $348 a share. Dur- ing this period of speculative excitement, and upon this steadily rising market, Mr. Harriman disposed of nearly all his Northern Pacific and Great North- ern shares at prices that gave the Union Pacific a net profit of about $58,ooo,ooo. 1 It is doubtful whether a greater sum was ever made out of a single stock investment, and certainly no investor ever secured $58,000,000 as pecuniary compensation for a series of failures and defeats. Mr. Thomas Woodlock, a 1 Professor Ripley estimated the profit of the Union Pacific at about $83,000,000 (Railroads: Finance and Organization, p. 506); but his figuring, apparently, was based on the assumption that the stocks were sold at the highest prices that they reached. Such, however, was not the case. Mr. Harriman sold the Northern Pacific stock at an average price of $208.75 a share (maximum quotation, $232.50) and the Great Northern stock at an average of $304.51 per share (maxi- mum quotation, $348). 396 E. H. HARRIMAN railroad expert of that time, when asked by Carl Snyder what he regarded as Mr. Harriman's greatest achievement, said: " I think it was this; to get licked in a fight and to pull out of it with a colossal fortune as the result." V The "colossal fortune," however, was the result of good luck, rather than of clear pre- vision and deliberate intention. Mr. Harriman took advantage of the stock-market boom and sold the holdings of the Union Pacific at an immense profit; but the causes that brought about the enhancement of value were largely fortuitous. Mr. Harriman has sometimes been accused of "cor- porate speculation," and of managing the finances of his railroads "with an eye to the Wall Street situation"; 2 but for this charge (at least in the sense of stock gambling with corporate funds) there never was any justification. He usually spent fifty per cent more for the maintenance and improve- ment of his properties than was spent by other rail- way managers in the same territory, and when he invested corporate funds in the securities of other railroad companies, it was not "with an eye to the Wall Street situation," but rather with a view to strengthening the position and increasing the busi- 1 "Harriman: Colossus of Roads," by Carl Snyder, Review of Re- views, January, 1907, p. 48. * Railroads: Finance and Organization, by Professor William Z. Ripley, pp. 511, 514, 515. The New Colossus of Roads. '-' -&'.v." -^fr V.-.. "\ A NEWSPAPER CARTOON NORTHERN SECURITIES COMPANY 397 ness of the Union Pacific and Southern Pacific sys- tems. His investment in the stock of the Northern Pacific, which is a case in point, was a strategic move rather than a speculative venture. His object was to get a share in the advantages of the Burlington pur- chase, which Hill had refused to give him. Circum- stances and the course of events, however, defeated his original plan and turned what was meant to be a strategic move into an enormously profitable trans- action. He failed to get control either of the North- ern Pacific or of the Burlington, but, by way of com- pensation, he was able to put into the treasury of the Union Pacific $58,000,000 in cash by selling Great Northern stock which he had been forced to take and Northern Pacific stock which he had bought without any reference whatever to "the Wall Street situa- tion." He did show, however, an accurate judgment of values when he quickly got rid of these stocks by selling them at prices which he believed to be far above their intrinsic worth. At the end of the fiscal year 1905-06, 1 the ex- tremely prosperous condition of the Union Pacific 1 Professor Ripley, commenting upon the company's financial status at that time, says, "its revenues from operation were enor- mous," "its repayments from advances to subsidiary companies were steadily increasing" : and "its treasury was literally bursting with free assets." {Railroads: Finance and Organization, p. 507.) 398 E. H. HARRIMAN Company and the receipt of $58,000,000 in cash from the sale of Northern Pacific and Great Northern stocks enabled Mr. Harriman to extend the influence of his roads, facilitate traffic, and stabilize rates, by investing largely in the securities of other railway systems with which his own lines indirectly connected or competed. Up to that time he had never bought stocks of other railroad corporations with a view to the establishment of closer and more sympathetic business relations; but in 1906 he began to make purchases for the express purpose of creating what was then known as a "community of interest." Be- tween June 30, 1906, and March I, 1907, he invested for the Union Pacific more than $130,000,000 in the securities of nine different railway companies, whose lines covered almost the whole country from ocean to ocean and from the Great Lakes to the Gulf. The several amounts of stocks thus bought were as fol- lows: Atchison, Topeka & Santa F6, preferred $10,395,000 Baltimore & Ohio, preferred 6,665,920 Baltimore & Ohio, common 38,801,040 Chicago, Milwaukee & St. Paul 5-997.750 Chicago & Northwestern 51303,673 Fresno City Railway 106,410 Illinois Central 41,442,028 New York Central 19,634,324 St. Joseph & Grand Island 2,022,540 $130,368,685 » 1 Reports of Interstate Commerce Commission, vol. 12, p. 20. NORTHERN SECURITIES COMPANY 399 These amounts of stock were not sufficient, in any case, to secure absolute majority control; but, as Professor Ripley has rightly said, "there can be no doubt that such substantial fractions could exercise a powerful influence upon the traffic policy of the properties concerned." With regard to the wisdom of this policy, or its expediency in view of the state of public opinion at that time, there have been differ- ences of opinion. Mr. Otto H. Kahn, who was a close and sympathetic associate of Mr. Harriman, in com- menting afterward upon these large stock purchases, said: Whatever be the cause or explanation, he [Mr. Harri- man] took action that year which, it has always seemed to me, was the one serious mistake in his management of Union Pacific affairs. I refer to the purchases of very large amounts of stocks of many other companies, which were made for the account and placed in the treasury of the Union Pacific. For some of these acqui- sitions it must be said, there were valid, legitimate, and, in fact, almost compelling reasons, even at the then pre- vailing high prices ; but for others it was and is difficult to discern sufficient warrant, especially considering the time and the cost at which they were made and the ef- fect which they were likely to have and actually did have upon public opinion. It is but fair to add that the problem of how to deal with the huge cash fund realized by the Union Pacific through the sale of its Northern Pacific stock holdings was an exceedingly difficult and complex one ; that the operation of selling Northern Pa- cific stock and reinvesting the proceeds in the stock of 400 E. H. HARRIMAN other lines did largely increase the annual income to the Union Pacific; and that Mr. Harriman . . . never changed his belief that the entire transaction, looked upon primarily as a change of investments, was advan- tageous to the company, in that it greatly augmented its income, and would ultimately be found to carry with it, as to all the stocks concerned, important and legitimate benefits. 1 Mr. Kahn's disapproval of Mr. Harriman's policy seems to have been based mainly on the unfavorable effect that it had on public opinion. " It lent color," he said, "to the impression that Mr. Harriman was aiming at a gigantic illegal monopoly of the railroad industry." It may well be doubted, however, whether fear of hostile public opinion ought to deter an ex- perienced and far-sighted railway manager from adopting a policy that he believes will be beneficial to all concerned. Public opinion is seldom well in- formed, and popular judgments, in many cases, are largely influenced by prejudice, politics, or dema- gogic misrepresentation. Every business man natu- rally prefers to have popular approval of his acts, rather than general condemnation of them; but Mr. Harriman never allowed fear of public censure to influence his policies or his decisions. This was shown in many cases. His purchase of a controlling interest in the Southern Pacific "lent color to the 1 Edward Henry Harriman, by Otto H. Kahn (New York, 191 1), P- 39- NORTHERN SECURITIES COMPANY 401 impression that he was aiming at a gigantic illegal monopoly" of transcontinental traffic; but subse- quent events proved that the popular "impression" was an erroneous one, and that the reconstruction of the Southern Pacific with the capital and credit of the Union Pacific was as beneficial to the people of the Great West as it was to the stockholders of the two companies. It is difficult to see why this was not equally true of Mr. Harriman's stock purchases in 1906 and 1907. They affected public opinion un- favorably, for the reason that Mr. Kahn has stated ; but it does not appear that they were actually in- jurious to anybody. Professor William Z. Ripley, who seldom took a favorable view of Mr. Harriman's financial methods and policies, 1 seems to have seen clearly, in this case, that the investments in question were highly advan- tageous to the Union Pacific and Southern Pacific systems. After giving a list of the securities bought, he says: By this good stroke of business the Union Pacific's in- come from investments was enhanced by more than fifty per cent. Such income had in fact risen from less than $3,000,000 in 1900 to $6,497,000 in 1905. Now it jumped to $10,333,000 — a sum greater than all the Union Pacific dividend disbursement in the preceding 1 At least after 1907, when he seems to have been unduly influ- enced by the Interstate Commerce Commission. 4 02 E. H. HARRIMAN year. . . . The aggregate cost of these securities, pur- chased within a few months, was, as we have seen, over $130,000,000. As a reinvestment of surplus funds the list speaks for itself. The next question is as to their strategic importance for purposes of transportation. Absolute majority control of none of these properties was secured. Less than one third of Illinois Central; one fifth of Baltimore & Ohio; only about eight per cent of New York Central, with perhaps as much more in friendly individual hands; and even smaller percent- ages of the granger roads — was all that was held. But there can be no doubt that such substantial fractions could exercise a powerful influence upon the traffic policy of the properties concerned. And considered in their entirety, they made up a network of lines reaching every part of the United States. Most directly valuable, probably, was the Illinois Central, as giving both the Southern Pacific at New Orleans and the Union Pacific at the Missouri River direct access to Chicago. And with the acquisition of the Central of Georgia in 1907, 1 a through line from the South Atlantic ports to the West was afforded. The important coal and iron and cotton manufacturing districts of the South were given their first through routing to important inland and Ori- ental markets over a single system. And of course, con- trariwise, the Illinois Central gave opportunity for par- ticipation in the large grain export business through the Gulf ports, as well as ready access to the new trade routes to be opened up by the Panama Canal. Inciden- tally, it may be noted that the distance to Chicago from the Atlantic seaboard was, by comparison with the 1 This road was bought by Oakley Thorne and Marsden J. Perry from the Richmond Terminal Reorganization Committee in June, 1907. It was shortly afterward sold by them to E. H. Harriman who turned it over to the Illinois Central. (Tke Earning Power of Rail- roads, by Floyd W. Mundy, New York, 1913, pp. 329 and 365.) NORTHERN SECURITIES COMPANY 403 northern trunk-lines, shortened by about one sixth by this new southeastern trade route. The Union Pacific now also enjoyed part control of two great Atlantic trunk-lines. The New York Central, with its trans-Mississippi extension, the Chicago & Northwestern, had long made up, with the Union Pa- cific, the shortest and probably the best ocean-to-ocean line. And the Baltimore & Ohio shares, being one half of the Pennsylvania's former holdings, gave access to the remaining North Atlantic seaports, as well as amounting, in connection with powerful joint directors in the Union Pacific and Pennsylvania boards, to a sort of partnership with this most powerful company. As for the St. Paul road, was that not an important rival in a rich western territory? And even more important, was it not, at that very time, announcing a Pacific Coast extension which should give entry to the North Pacific ports, served by the rival Morgan-Hill proper- ties? 1 From the above statement of the advantages se- cured by Mr. Harriman's stock purchases, it seems to appear, not only that they were highly profitable to the two Pacific systems, but that they conferred a benefit also upon the general public by opening more 1 Railroads: Finance and Organization, by William Z. Ripley, pp. 508-10. Authorities on railway economics generally agree that when pur- chases of stocks are made — as Harriman made them — for the pur- pose of "opening communications, or modifying competition, they have a sound foundation." (See Railroad Reorganization by Stuart Daggett, Cambridge, Mass., 1908, p. 260.) With regard to purchase made to establish a "community of interest" see also American Railway Transportation, by Emory R. Johnson, Professor of Trans- portation and Commerce in the University of Pennsylvania (New York, 191 1), pp. 253-55. 404 E. H. HARRIMAN direct through routes, by stabilizing rates, and by greatly improving traffic facilities. Incidentally, of course, they increased Mr. Harriman's power; but if he did not use that power to promote corporate inter- ests at the expense of the public welfare, his policy in making such investments can hardly be regarded as unwise, or mistaken. In the light of all that we now know of transporta- tion affairs in the first two decades of the present century, Mr. Harriman's activities between 1899 and 1909 were, to say the least, far more beneficial to shippers, producers, and consumers than were inter- state regulation and Government control between 1909 and 1920. He left every railroad that he man- aged better than he found it; he stimulated produc- tion throughout the Great West by furnishing ade- quate transportation to markets, and he moved many million tons of freight that never would have been moved if he had not lived. A CHAPTER XVII EQUITABLE LIFE INVESTIGATION LMOST every man, at some time in the course of his life, becomes involved in a contest, or controversy, which he did not originate and for which he is not in any way responsible. Such was the case when Mr. Harriman, in 1905, was drawn into a fight for control of the Equitable Life Assur- ance Society. He did not begin this fight, nor was he at all interested in the outcome of it; but circum- stances happened to make him a participant, and, as Mr. Kahn has said, he soon "became the prin- cipal and probably the most attacked' figure of the conflict, both the warring factions pausing in their fight with each other to pour their fire of abuse and innuendo upon him." l The history of the Equitable, so far as it seems necessary to give it here, may be briefly summarized as follows: About the year i859,'Henry B. Hyde, a well-to-do employee of the Mutual Life Insurance Company of New York, conceived the idea of organizing an in- 1 Edward Henry Harriman, by Otto H. Kahn (New York, 191 1), p. 19. 406 E. H. HARRIMAN surance company of his own — or at least one that he himself could control. As he did not have money enough for such an undertaking, he applied for as- sistance to his friend and pastor, Rev. Dr. J. W. Alexander, of the Nineteenth Street Presbyterian Church. Through the latter's influence, he succeeded in raising nearly fifty thousand dollars, in addition to what he already had of his own, and with a capital of $100,000 he organized and incorporated the "Equi- table Life Assurance Society of the United States," a joint-stock company, a majority of whose shares he held. In recognition of the aid given him by Dr. Alexander, he made the latter's brother, William C. Alexander, president of the society; but he himself, as vice-president, was the real manager, partly be- cause he had had experience in the business and partly because he owned more than half of the cap- ital stock. When, some years later, William C. Alex- ander died, Hyde took the presidency, and caused the election of J. W. Alexander, a son of Dr. Alex- ander, as vice-president. The society was prosperous and successful almost from the first, and under Hyde's skillful manage- ment its business steadily and rapidly increased, year by year, until, toward the close of the century, its available assets amounted to more than $400,- 000,000. When Henry B. Hyde died, in 1899, he left EQUITABLE LIFE INVESTIGATION 407 most of his property, including his Equitable stock, to his son, James Hazen Hyde; but as the latter was then only twenty-three years of age, the will con- tained a stipulation that he should not become presi- dent of the company until he reached the age of thirty. J. W. Alexander was, therefore, elected presi- dent and acted as a sort of regent until young Hyde should become old enough to take his place. Mean- while, the latter filled the position of vice-president. Under the terms of its charter, the Equitable had a board of fifty-two directors, who were supposed to control its policies and manage its affairs; but, as is often the case in large corporations, they discharged their duties in a merely perfunctory way and left the real management of the company to its president and vice-president. Control of any great insurance company carries with it control of a vast amount of money; and there are many ways in which such a corporation can be "milked" — to use a colloquial expression — with- out actual criminality or flagrant dishonesty. Its officers, for example, may establish a trust company, get possession of a large amount of its capital stock, and then favor it by depositing with it one, five, or even ten million dollars of the insurance company's money at a very low rate of interest. If the trust company pays only two per cent for the use of such 4 o8 E. H. HARRIMAN deposits, and then loans them out at five per cent, it obviously makes a large profit, and in this the of- ficers of the insurance company share as stockhold- ers of the trust company. Then, too, the president or vice-president of an insurance company can buy stocks or bonds as an individual (although perhaps with the money of the policy-holders) and then resell them to the insurance company at an advanced price. Finally, by carrying in their own names stock in other corporations that belongs to the insurance company, officers of the latter can get themselves elected as vice-presidents of such other corporations and draw large salaries from them in addition to those that they receive from their own company. All these and various other methods of "milking" an insurance company were practiced by one or another of the Equitable's high officers, but they did not be- come known to the public, or even to a majority of the directors, until a quarrel between the president and vice-president brought them to light. Under the terms of his father's will, James Hazen Hyde, owner of a majority of the Equitable Com- pany's stock, would become eligible to the presi- dency when he reached the age of thirty — that is, in June, 1906. Early in February, 1905, just before the annual meeting of directors, President Alexander and thirty-five other officers, who composed what EQUITABLE LIFE INVESTIGATION 409 may be called the Alexander faction, sent to the directors severally a so-called "petition," in which they set forth their views with regard to the existing state of the company's affairs, and recommended that the society be changed from a joint-stock to a mutual corporation. Such a change was permissible under its charter, and the petitioners expressed the belief that it would be better for all concerned if the controlling power were vested in the policy-holders, rather than in the stockholders. James Hazen Hyde, who regarded this as a covert attempt to keep him out of the presidency when he should reach the age of thirty, gathered together the supporters who com- posed his own faction and offered strenuous opposi- tion to the proposed change. This led to a bitter personal controversy which lasted for weeks and filled the newspapers with charges, counter-charges, and accusations. Hyde declared that Alexander was actuated by selfish motives and desired only to re- tain power, while Alexander rejoined that Hyde was "an unsafe official" who had been guilty of various irregularities and improprieties which affected in- juriously the company's reputation and standing. It was at this stage of the proceedings that Mr. Harriman became involved in the controversy. He had had relations with the Equitable as early as the spring of 1 90 1, when, in the ordinary course of busi- 410 E. H. HARRIMAN ness, he borrowed from the society $2,700,000, put- ting up, as collateral security, stocks and bonds which had a market value of about $3,200,000. This loan was renewed several times, at intervals of six months or a year, but was finally liquidated, in 1904, when the society demanded a higher rate of interest than Mr. Harriman was willing to pay. In November, 1902, for reasons given in a previous chapter, Mr. Harriman, with the assistance of Kuhn, Loeb & Co., organized a syndicate for the purpose of buying 500,000 shares of Union Pacific preferred stock. Regarding this purchase as likely to be a profitable one, he offered Mr. Hyde a small share in it. Hyde was more than willing to associate himself with such men as Stillman, Schiff, Rockefeller, Rog- ers, and Vanderbilt, and he therefore became a mem- ber of the syndicate and took 20,000 shares of the stock. With the exception of these two transactions — the $2,700,000 loan and the syndicate proposal — Mr. Harriman never had any business relations with the Equitable or any of its officers; but he became in- volved in the company's affairs in another way. In the spring of 1901, about the time when the Equi- table loaned him $2,700,000, Mr. Hyde proposed to him that he become one of the society's directors. "I told him," Mr. Harriman afterward said, "that EQUITABLE LIFE INVESTIGATION 41 1 I had very little time to give to such things, and that I did not think the method of management of the Equitable was the right one." Hyde replied that "he intended, as time went on, to change it, and that his desire was to surround himself with inde- pendent men, who would have no other interest than that of the Equitable, to help him in his man- agement"; because, as he said, "Mr. Alexander was growing old, and his (Hyde's) succession (to the presidency) was probably not far off. I told him that if that was so and that was his intention, I would become a director." 1 Mr. Harriman then went on the Equitable board and served as a director from 1901 to 1905; but his connection with the management was purely nom- inal, as was that of Frick, Bliss, Schiff, Depew, and many other members of the board. He attended meetings and listened to reports; but he was never appointed on any committee, and in all the four years of his term his advice was solicited only once. On that occasion Vice-President Hyde consulted him with regard to a vacancy to be filled in the board of directors, and Mr. Harriman recommended James J. Hill, president of the Great Northern Railway Company, as a suitable man for the place. 1 Testimony o( E. H. Harriman before the Armstrong legislative committee appointed in 1905 to investigate the business of life insur- ance companies. 412 E. H. HARRIMAN When the fight for supremacy began between the Hyde and Alexander factions, Mr. Harriman sug- gested that a committee of the board be appointed to investigate the charges and counter-charges made by the contending parties. Several of the directors, including Chauncey M. Depew, thought that such action would be premature, and at their request Harriman refrained from putting his suggestion into the form of a motion. Some time later, however, the committee was appointed, and he himself was made a member of it. The other members were H. C. Frick (chairman), Brayton Ives, Cornelius N. Bliss, and M. E. Ingalls. This committee, after a thorough and impartial investigation, reported that the or- ganization and management of the Equitable were generally bad, and that neither Hyde nor Alexander was fit for the place that he occupied. The commit- tee therefore recommended that the company be reorganized; that the president, first vice-president, and second vice-president be requested to resign, and that a special committee of seven be appointed to nominate candidates for election in their places. In view of the possible loss of their positions and power, both factions then combined, temporarily, for self-protection; and at the next meeting of the directors succeeded in having the report rejected by a majority vote. Frick, Bliss, and Harriman there- EQUITABLE LIFE INVESTIGATION 413 upon resigned as directors of the society. Mr. Har- riman, however, continued to take an interest in its affairs and spent a good deal of time in trying to reconcile conflicting views, get an amended charter, and put the corporation on a sound basis. Although Alexander and Hyde had been able to prevent the adoption of the Frick report, they were not strong enough to withstand the tide of public opinion which turned against them when that report was given to the press. Both therefore tendered their resignations, and Hyde sold his Equitable stock to Thomas F. Ryan, a noted speculator and promoter of that time. Mr. Harriman did not think that Ryan was a suitable man to have control of the Equitable, with its $400,000,000 of assets, and he therefore tried to buy from him a part of the Hyde stock. Ryan declined to sell, but proposed to put the stock into the hands of trustees. Harriman had no objection to this, provided Ryan would sell him half the stock and allow him to name two of the five trustees; but Ryan would not consent. Harriman thereupon noti- fied him that he should use his influence against him. 1 In July, 1905, the Equitable Society was re- 1 Testimony of E. H. Harriman before the Armstrong legislative investigating committee in November, 1905. Mr. Harriman was put on the stand a second time, at his own request, in order that he might reply to certain statements made by Ryan in testifying before the same committee. 414 E. H. HARRIMAN organized, with Paul Morton, ex-Secretary of the Navy, as president; but it was not mutualized, and Ryan, as owner of a majority of the stock, had vir- tual control of it, whether he exercised such control or not. Mr. Harriman's intervention in the affairs of the Equitable and his negotiations with Ryan brought upon him a storm of criticism and censure. By sign- ing the Frick report he had incurred the hostility of both factions. Hyde, whom he had advised to vote for the adoption of the report, denounced him as a traitor; the Alexander party, whose methods he had condemned, also attacked him, while his enemies outside of the insurance company availed them- selves of the opportunity to prejudice public opinion against him by accusing him of " borrowing huge sums of money from a company of which he was a director; of foisting off upon it millions of securities of rail- roads with which his name was identified; of treach- ery to young Hyde while pretending friendship; of attempting to manipulate the funds of the policy- holders, and of a conspiracy to oust the warring fac- tions and gain control of the society himself." 1 To these unwarranted and often malicious at- tacks Mr. Harriman made no reply. In commenting 1 "Had Harriman Lived," Metropolitan Magazine, May, 19x0, pp. 147-48. EQUITABLE LIFE INVESTIGATION 415 upon them, after his death, Mr. Otto H. Kahn said: Amongst the many campaigns of vituperation of which Mr. Harriman was the object in the course of his career, none succeeded so well in poisoning and embit- tering the public mind against him. Under this ava- lanche of unfair, baseless accusations he went the even tenor of his way, declining to dignify them by defending himself in public. On this and similar occasions I urged him to speak out — to make use of the means at his command for hitting back at his detractors and those who willingly and eagerly gave circulation to their slan- ders. I was never able to move him. "Let them kick," he used to say. "It's all in the day's work. After a while they will tire of it. Nothing tires a man more than to kick against air. Moreover, it disconcerts him, and not finding any point of resistance he is apt to kick him- self off his feet. Besides, for immediate effect they have the advantage, because they will tell lies about me, and I won't about them. As for the effect in the long run, why, the people always find out what's what, in the end, and I can wait. Let those fellows shout and kick against air. I need my time and energy to do things." l Harriman's attitude toward persons who attacked him was almost exactly that of President Lincoln. William Roscoe Thayer says, in his "Life of John Hay": When Fox, Assistant Secretary of the Navy, said that retribution had overtaken Hale and Winter Davis, "two fellows who have been especially malignant to us," Lincoln replied: "You have more of the feeling of 1 Edward Henry Harriman, by Otto H. Kahn (New York, 191 1), pp. 19-20. 416 E. H. HARRIMAN personal resentment than I. Perhaps I may have too little of it, but I never thought it paid. A man has not time enough to spend half his life in quarrels. If any man ceases to attack me, I never remember the past against him." * It may well be" doubted, however, whether the policy of non-resistance, in Mr. Harriman's case, was justified by its results. When a man's char- acter and motives are assailed and he does not de- fend himself, the public is apt to assume that he is unable to do so, and that the charges made against him are probably true. But Mr. Harriman almost invariably remained silent, even when he had a per- fect defense in an absolutely impregnable case. " I have n't time to bother with newspaper attacks," he once said to a friend. "It'll all come right in the end." "But," his friend rejoined, "if you continue to ignore the newspapers, they'll eventually get your scalp." That Mr. Harriman's reputation often suffered as the result of his refusal to defend himself publicly, there can be no doubt. In several notable cases, he drew up in manuscript a reply to charges, which, if it had been published, would have been absolutely convincing; but in none of these cases was the reply given to the press. Just before he sailed for Japan, in the summer of 1905, he dictated to his stenog- .' Life of John Hay, by William Roscoe Thayer; vol. 1, pp. 215-16. EQUITABLE LIFE INVESTIGATION 417 rapher the following statement of his relations with the Equitable Society; but it was never published. There has been nothing in the relations of myself, or the interests I represent, to the Equitable Life As- surance Society and its allied companies 1 that will not bear the closest scrutiny. We have never requested or received a favor from them. The financial transactions between our interests have been insignificant, and never on terms that could not have been readily obtained elsewhere. On the other hand, we have given the Mer- cantile and Equitable Trust Companies many valuable trusteeships, and all the transactions between us have resulted in material advantage and profit to the Equi- table and its allied companies. I, personally, had one loan with the Equitable Life which could have been obtained without difficulty at any other like responsible institution on as good or bet- ter terms. It was paid because the rate of interest was higher than I was willing to pay, and without my even attempting to have it reduced. There is nothing in the Union Pacific preferred stock syndicate that can be criticized. Mr. Hyde availed him- self of an opportunity to join myself and associates in the acquisition of Union Pacific preferred stock on a fa- vorable basis. There was no profit or advantage to any one member of the syndicate over another, and neither the Equitable nor any of its allied companies, or any one else, was ever requested to aid in any way in financing the syndicate. Like many other of the fifty-two directors I attended 1 The Equitable owned 64 per cent of the capital stock of the Mer- cantile Trust Company, 44 per cent of the stock of the Equitable Trust Company, and 35 per cent of the stock of the Commercial Trust Company of Philadelphia. 4 i8 E. H. HARRIMAN the regular meetings, which were held quarterly, but I was not a member of any committee, nor active in the management. . The Equitable controversy was started by an at- tempt on the part of the Alexander faction to oust the Hyde faction, and it was during that contest that the main body of directors became informed, for the first time, of the prevailing methods of conducting the com- pany's business by both of these factions. This led to the appointment of the Frick committee, of which I was a member, and to the Frick report, which I signed and which fully expressed my views. I believe the new man- agement will correct the extravagant methods of con- ducting the company's business pointed out in that re- port. In my opinion these methods involved a vastly greater loss to the policy-holders than the particular transactions dwelt upon so extensively by the public press. There has been too much mystery surrounding the Equitable affairs. I have always been ready and willing to answer any questions asked by any one entitled to make inquiry, and have not tried in any way to avoid it. I will return [from Japan] in ample time to give any tes- timony that may be desired. The presumption is that Mr. Harriman made this statement, not for immediate publication, but for future use in case he should be accused, during his absence, of leaving the country to avoid investiga- tion. As such a charge was never made, the state- ment was not given to the press, although it would manifestly have been better to publish it in any event. EQUITABLE LIFE INVESTIGATION 419 In the fall of 1905, the New York legislature ap- pointed a special committee "to investigate the af- fairs and conduct of business of life insurance com- panies," and Charles E. Hughes, afterward governor of the State, was employed as its counsel. This com- mittee called a large number of witnesses, including Mr. Harriman, and made an exhaustive investiga- tion of Equitable affairs. The result was to confirm and sustain the facts and conclusions set forth in the Frick report of the previous summer; but nothing was elicited that threw discredit upon Mr. Harriman except the fact that he had acted as a director of the Equitable for a number of years without participat- ing in its management or knowing anything about it. In this, however, he was not alone. Half the members of the board were as ignorant of its affairs as he was. Mr. Schiff, for example, when he was ex- amined by the committee with regard to his acts and duties as director, said: I directed as much as, under the prevailing usages in corporations, I was permitted to direct. In other words, I went to the meetings of the society when they were called; I listened to the reports as submitted by the ex- ecutive officers; I voted upon the same, and gave such advice as was asked of me. The system of directorship in great corporations of the city of New York is such that a director has practically no power. He is considered in many instances, and I may say in most instances, as a negligible quantity by the executive officers of the soci- 420 E. H. HARRIMAN ety. He is asked for advice when it suits the executive officers, and if, under the prevailing system, an execu- tive officer wishes to do wrong, or wishes to conceal any- thing from his directors, or to commit irregularities, such as have been disclosed here, the director is entirely powerless, and can only judge of such things as are sub- mitted to him. 1 Mr. Harriman never regarded his connection with the Equitable as particularly useful, to himself or to anybody else. When he went into the society, in 1901, at the request of James H. Hyde, he thought perhaps that he might be of service to a young and inexperienced man; but Hyde never became presi- dent, and Harriman, between 1901 and 1905, was so absorbed in the gigantic enterprises in which he was engaged that he gave little attention or thought to an insurance company in which he had no financial interest. In November, 1905, shortly after he gave his testimony as a witness before the Armstrong legislative committee, he wrote to his friend David Willcox, vice-president and general counsel of the Delaware & Hudson Company, the following letter: New York, November 24, 1910. Dear David: Thank you very much for your kind expressions in letter of 16th. My wonder is when I think over the Life Insurance matters how I allowed myself to be in any 1 Testimony of Jacob H. Schiff before the Armstrong legislative investigating committee, September 29, 1905. EQUITABLE LIFE INVESTIGATION 421 way mixed up in them. Nearly twenty years ago I fore- told the probability of just what is happening. When Hyde came to me, he seemed to want to correct the ex- isting methods, and I believe he was sincere; but he fell to temptation. Yours sincerely E. H. Harriman At some time before Mr. Harriman died, probably two or three years before, he succeeded, after per- sistent and long-continued negotiation, in buying from Thomas F. Ryan one half the latter's holding of Equitable stock; but he never disposed of it, nor made any use of it. What he would have done with it, if he had lived, is a matter of conjecture; but so long as he held it, Ryan could not control the Eq- uitable Society, or exercise any preponderating in- fluence in its affairs. All the Ryan and Harriman holdings of Equitable stock eventually went into the hands of J. P. Morgan. END OF VOLUME I Harriman Lines Hill Lines Burlington System FRAGILE uulS HOT CIRCULATE W. J. CRAWFORD, JR. 2301 STILLMAN ROAD CLEVEUAND