Charles Evans Whittaker

“ Neither the stock sale and purchase contract between the trustees and the Santa Fe nor the one between the Santa Fe and the Pennsylvania Company is a consummated transaction, but each is expressly subject to, and will become effective only upon, approval by the Commission. ”

“ Section 10 of the Clayton Act prohibits a common carrier engaged in commerce from having 'any dealings in securities' of more than $50,000, in the aggregate, in any one year, 'with another corporation, * * * when the said common carrier shall have upon its board of directors * * * any person who is at the same time a director * * * (of) such other corporation * * * except such purchases (as) shall be made * * * by competitive bidding under regulations to be prescribed by (the) Commission.' 38 Stat. ”

“ Upon the basis of that language, appellants argue that the Commission should have found that the price which the Santa Fe agreed to pay for the Western stock of $135 per share was excessive. Though the Commission made no express finding upon that matter it did discuss it, pointing out that the certified value of Western's properties for ratemaking purposes was more than $13,500,000; that it has no outstanding preferred stock and is relatively free of debt; that it has a fine earning record; that the transaction was at arm's length ”

“ The State of Illinois, 18 cities or towns and seven chambers of commerce located on or along Western's line, two labor organizations representing Western's employees, and a large number of shippers over Western's line, intervened in support of the Santa Fe-Pennsylvania application and in opposition to the Minneapolis application. ”

“ Its interchange connections with the other 10 railroads are at 17 other towns along its line.
Western has outstanding 90,000 shares of common capital stock, 82% of which is owned by the testamentary trustees of the estate of George P. McNear-Wilmington Trust Company and Guy Gladson-and the remaining 18% is owned by members of the McNeaar family, a bank and the president of Western. ”

“ See H.R.Rep.No.627, 63d Cong., 2d Sess., p. 3; S.Rep.No.698, 63d Cong., 2d Sess., pp. 47-48; S.Doc.No.585, 63d Cong., 2d Sess., pp. 8-9: 51 Cong.Rec. 15943.↑ 60 Stat. 242, 5 U.S.C. § 1007 (b) , 5 U.S.C.A. § 1007 (b) . ”