Full text of Report of the Committee Appointed Pursuant to House Resolutions 429 and 504 to Investigate the Concentration of Control of Money and Credit

View original document

The full text on this page is automatically extracted from the file linked above and may contain errors and inconsistencies.

?<*Sr8 }

H0USE 0F

REPRESENTATIVES

{ *™™

REPORT
OF THE

COMMITTEE APPOINTED PURSUANT
TO HOUSE RESOLUTIONS 429 AND 504 TO
INVESTIGATE THE CONCENTRATION
OF CONTROL OF MONEY
AND CREDIT

SUBMITTED BY MR. PUJO
FEBRUARY 28, 1913 —Referred to the House Calendar and ordered
to be printed, with illustrations

WASHINGTON
GOVERNMENT FEINTING OFFICE
1913

CONTENTS.
PART I.—INTRODUCTORY STATEMENT.
Fag*.

Authorization of inquiry
Refusal of banks and trust companies to furnish required information, citing
Revised Statutes, United States, 5241
Employment of counsel
Access to books of bank essential
Bill to amend Revised Statutes, United States, 5241
Passed by House but not by Senate
Reasons for temporary adjournment of hearings
President's refusal to direct comptroller to obtain required information
Committee unable to complete investigation owing to inability to obtain access
to books of national banks but submits intermediate report
Divisions of the subject matter of inquiry

13
14
14
14
15
15
15
15
17
17

PART II.—REVIEW OF THE EVIDENCE.
CHAPTER FIRST.
CLEARING-HOUSE ASSOCIATIONS.

Section 1:
General description
Number in United Status
Associated in a department of American Bankers Association
Function
Process of clearing described
Membership and classes of
1
Their facilities essential
Section 2:
Examinations of members
Periodical examinations by associations
Governmental examinations inadequate
Exchange of information by examiners of associations and of Federal
and State Governments
Possible abuse of examination by associations
Section 3:
Exclusion of Bmall banks from membership
Minimum capital of $1,000,000 required by New York association
Other banks must clear through agency of a member
Such agency terminable summarily
Consequence of withdrawing clearing privilege
No reason for exclusion of small banks
No such requirement in Chicago association
Section 4:
Power of such associations
Facilities essential
Consequence of exclusion or expulsion
The ease of two Brooklyn banks
Section 5:
Such associations unincorporated and unregulated
Voluntary associations
Subject only to their own governing bodies
May exclude or expel members without reason
Section 6:
Usurpations of power

18
18
18
18
18
19
19
19
19
20
20
21
21
21
21
21
21
22
22
22
22
22
22
24
24
24
25
26

CONTENTS.

Section 7:
PageIssuance of circulation
26
In panics of 1893 and 1907
26
Involve suspension of specie payments
27
Determined by a small committee
27
Dangerous power for some members to possess over others
27
Case of Mechanics & Traders Bank in panic of 1907
27
Case of Oriental Bank and others in panic of 1907
27
Section 8:
Regulating charges for collecting out-of-town checks
28
Number of associations so doing
28
Penalties for violation of rule
28
Associations perform no service in such collections
28
Deprive banks of free agency and suppress competition
28
Defense that rule was adopted to prevent losses
29
Answer to such defense
29
Section 9:
Enforcing uniform rate of interest paid on deposits and charged on
loans, etc
30
Such practices admittedly outside province of association
30
Not different in principle from enforcing uniform collection charges..
30
Section 10:
Salt Lake City and Pittsburgh associations
31
Illustrate logical development of practice of enforcing uniform collection
charges
31
CHAPTER SECOND.
NEW YOBK STOCK EXCHANGE.

Section 1:
General description
Functions
Primary market for securities
Volume of business
Quotations accepted as measures of value
Important place in financial system
Unincorporated
Organization
Membership, number and value
Arrangements on floor of exchange
No records kept of transactions
Money lending on floor and estimated amount of
Ownership of building
Ownership and control of ticker service
Telephone communication from building
Membership in competitive exchanges
Sections:
Stock exchange clearing house
Process of clearing
Facilitates speculation
Section 3:
Members preferred creditors
Value of membership of insolvent members goes first to fellow members..
Section 4:
Procedure for listing
Conditions, including statement of affaire, appointment of transfer
agent and registrar in New York, etc
Passed on first by stock list committee and finally by governing committee
Section 6:
Value of listing
Gives wider market and greater availability for loans
Banks base loans on quotations
Practically all issues of great corporations listed
Section 6:
Unlisted department
Abolished in 1910
Permitted trading in securities of corporations giving no information..

33
33
33
33
33
33
33
33
33
34
34
34
34
34
35
35
35
35
35
35
35
35
35
36
36
36
36
36
37
37
37

CONTENTS.

Section 7:
Page.
Consolidated exchange and curb
37
Section 8:
Boycott of consolidated exchange
37
No relations permitted with members of consolidated exchange under
heavy penalty
37
Purpose to destroy consolidated exchange
38
Section 9:
Conditions on which members may trade on curb
38
Section 10:
Engraving monopoly
38
Only securities engraved by persons approved by exchange will be
listed
38
Section 11:
Enforcing uniform commissions
39
Section 12:
Striking securities from list
39
Broad reserved powers in that regard
39
Small amount oustanding one ground
89
Case of voting trust certificates of Southern Railway
40
Case of old American Tobacco Co
41
Section 13:
Rehypothecation of customers' securities
42
Permitted by exchange regardless of amount owing by customers
42
Consequences to customers
42
Practice sought to be justified on ground that customers consent
42
Section 14:
Unwholesome speculation
42
Here that exchange most affects the people at large
42
Views of Hughes committee on speculation
43
High ratio of sales to number of shares listed
43
Disproportion between shares sold and shares transferred
43
Illustrative cases
43
Minimum margin 10 per cent
45
Consequences of excessive speculation
45
Injurious, like all public gambling
45
Withdraws millions from industry
45
Section IS:
Manipulation
46
Purpose to inflate or depress prices or create unreal appearance of
activity
46
Forms
46
Practice admitted
46
Illustrative cases
47
Columbus & Hocking Coal and Iron pool
47
Rock Island "Episode" of December 27, 1909
5D
California Petroleum Co., flotation
50
Section 16:
Short selling
52
Of what it consists
52
Like speculation for the rise, should be curbed, not abolished
52
Stock exchange viewpoint of short selling
62
CHAPTER T H I K D .
CONCENTRATION O P CONTROL O F MONEY A N D CREDIT.

Section 1 :
Two kinds of concentration
Concentration of volume of money in particular cities distinguished
from concentration of control
Inquiry deals only with latter
Section 2 :
Fact of increased concentration of control admitted
Percentage of banking resources of country held b y New York banks
and trust companies
Percentage of banking resources of New York held b y 20 principal
bank« and tru=t companies in 1911, ]906', and 1901

65
65
55
55
55
55

CONTENTS.

Section 3:
Paga
Processes of concentration
56
Consolidations
56
Stock holdings
56
Interlocking directorates
56
Affiliations with insurance companies, railroads, producing and trading and public utility corporations
56
Partnership arrangements in purchasing or underwriting security
issues
56
Section 4:
Agents of concentration
56
3. P. Morgan & Co
56
First National Bank of New York
56
National City Bank of New York
56
Lee, Higginson & Co., of Boston and New York
56
Kidder, Peabody & Co., of Boston and New York
56
Kuhn, Loeb & Co
56
Section 6:
J. P. Morgan* Co
57
Organization
57
General character of business
57
Resources, deposits, and profits
57
Security issues marketed
57
Affiliations of, with—
Bankers Trust Co., including organization, growth, and voting
trust
57
Guaranty Trust Co., including growth thereof and voting trust...
59
Astor Trust Co
59
National Bank of Commerce
59
Liberty National Bank
60
Chemical National Bank
60
Equitable Life Assurance Society
60
Summary of affiliations with financial corporations
60
Affiliations of, with—
New York Central lines
60
New York, New Haven & Hartford Railroad and subsidiaries
60
Northern Pacific Railway
61
Southern Railway
61
Reading Co
61
Erie Railroad
61
Lehigh Valley Railroad
62
Chicago Great Western Railway
62
Atchison, Topeka & Santa Fe Railway
62
Pere Marquette Railway
62
Cincinnati, Hamilton & Dayton Railway
62
International Mercantile Marine Co
62
Other transportation systems
63
Affiliations of, with—
United States Steel Corporation
63
International Harvester Co
64
General Electric Co
64
Other producing and trading corporations
64
Affiliations of, with—
American Telephone & Telegraph Co
65
Western Union Telegraph Co
65
Interborough Rapid Transit Co
65
Hudson & Manhattan Co
65
Philadelphia Rapid Transit systems
65
Section 6.
First National Bank of New York
66
Organization, capital, and management
66
George F. Baker its ruling ?pirit
66
General character of business
66
Resources, deposits, and profits
66

CONTENTS.

Section 6—Continued.
First National Bank of New York—Continued.
Affiliations of, with—
*"age.
First Security Co
67
Chase National Bank
68
National Bank of Commerce
69
Liberty National Bank
69
Astor Trust Co
69
Bankers Trust Co
69
Guaranty Trust Co
69
Illinois Trust & Savings Bank of Chicago
69
Mutual Life Insurance Co
69
Summary of affiliations with financial corporations
69
Affiliations of, with—
Anthracite coal-carrying railroads
70
Chicago, Rock Island & Pacific Bystem
70
Southern Railway
70
Chicago, Burlington & Quincy Railroad
70
Great Northern Railway
70
Northern Pacific Railway
70
Other transportation systems
70
Affiliations of, with—
United States Steel Corporation
71
William Cramp Ship & Engine Building Co
71
J. I. Case Threshing Machine Co
71
International Harvester Co
71
Pullman Co
71
American Can Co
71
National Biscuit Co
71
United States Rubber Co
71
Other producing and trading corporations
71
Affiliations of, with—
American Telephone & Telegraph Co
71
Western Union Telegraph Co
71
Consolidated Gas Co
71
Section 7:
National City Bank
71
Organization, capital, and management
71
James Stillman its ruling spirit
72
General character of business
72
Resources, deposits, and profits
72
Affiliations of, with—
National City Co
72
Farmers Loan & Trust Co
72
New York Trust Co
72
United States Trust Co
73
Riggs National Bank and American Security & Trust Co., of
Washington, D. C
73
National Bank of Commerce
73
Summary of affiliations with financial corporations
73
Affiliations of, with—
Chesapeake & Ohio Railway
73
Chicago, Milwaukee & St. Paul Railway
73
Chicago & North Western Railway
73
Delaware, Lackawanna & Western Railroad
73
Southern Pacific Co
73
Union Pacific Railroad
74
Other railroad systems
74
Affiliations of, with—
Amalgamated Copper Co
74
Armour & Co
74
Lackawanna Steel Co
74
Other producing and trading corporations
74
Affiliations of, with—
Consolidated Gas Co
74
Chicago Elevated Railways
74
Western Union Telegraph Co
74

CONTENTS.

Section 8:
Lee, Higginson & Co
Organization
General character of business
Security issues purchased or underwritten
Affiliations of, with—
National Shawmut Bank of Boston
First National Bank of Boston
Old Colony Trust Co. of Boston
Other banks and trust companies
Affiliations of, with—
Greater transportation, producing and trading, and public-utility
corporations
Section 9:
Kidder, Peabody & Co
Organization
General character of. business
Security issues purchased or underwritten
Affiliations of, with—
National Shawmut Bank of Boston
Old Colony Trust Co. of Boston
Other banks and trust companies
Affiliations of, with—
Greater transportation, producing and trading, and public-utility
corporations
Section 10:
Kuhn, Loeb & Co
Organization
General character of business
Resources, deposits, and profits
Security issues marketed
Affiliations of, with—
Fourth National Bank of New York
Equitable Trust Co. of New York
National Bank of Commerce of New York
United States Mortgage & Trust Co., of New York
Other financial corporations
Affiliations of, with—
Baltimore & Ohio Railroad
Union Pacific Railroad
Southern Pacific Co
Chicago & North Western Railway
Chicago & Alton Railroad
Chicago & Eastern Illinois Railroad
Illinois Central Railroad
Pennsylvania Railroad
Wabash Railroad
Other railroad systems
Affiliations of, with—
Westinghouse Electric & Manufac hiring Co
Other producing and trading corporations
Affiliations of, with—
American Telephone & Telegraph Co
Western Union Telegraph Co
Kansas City Railway & Light Co
Section 11:
Interrelations of members of the group
Morgan & Co. and First National Bank
Relations of Mr. Morgan and Mr. Baker
Morgan & Co.'s stock holdings in First National
Firm members or directors in common
Associated as voting trustees, directors, or stockholders in—
Bankers Trust To
Guaranty Trust Co
Astor Trust Co
Liberty National Bank

Page.

75
75
75
75
75
75
75
75
76
76
76
76
76
76
76
76
77
77
77
78
78
78
78
78
78
78
78
78
78
79
79
79
79
79
79
79
79
80
80
80
80
80
80
80
80
81
81
81
81
81
81

CONTENTS.

Section 11—Continued.
Interrelations of members of the group—Continued.
Associated as voting trustees, directors, or stockholders in—Continued. Page.
Southern Railway
81
Chicago Great Western Railway
81
New York Central Lines
81
New York, New Haven & Hartford R. E
81
Pullman Co
81
Tinted States Steel Corporation
82
William Cramp & Sons Ship & Engine Building Co
82
Merger of Reading Co. and Central Railroad of New Jersey
82
Merger of Northern Pacific and Great Northern Railway
82
Mutual Life Insurance Co
82
Anthracite railroads
82
Northern Pacific Railway
82
Adams Express Co
82
American Telephone & Telegraph Co
82
Baldwin Locomotive Works
82
Association in Joint Security issues
82
Morgan & Co., First National and National City Banks
82
Acquisition by Morgan & Co. of block of stock and representation
in National City Bank
83
Acquisition of majority stock of Equitable Life Assurance Society
by Mr. Morgan in conjunction with Mr. Baker and Mr. Stillman.
83
Acquisition of some 42,000 shares in National Bank of Commerce by
Mr. Baker and Mr. Stillman pursuant to understanding between
them and Mr. Morgan and the equal representation ot interests
represented by them in the directorate and finance committee of
said bank
84
Partnership arrangements between Morgan & Co., First National
and National City Banks in the purchasing or underwriting of
numerous security issues
86
Combined power of Morgan & Co., the First National and National City
Banks
86
First, as regards banking resources
86
Second, as regards the greater transportation systems
87
Third, as regards the greater producing and trading corporations..
88
Fourth, as regards the greater public utility corporations
89
Summary of directorships held by members of the group in—
Banks and trust companies
89
Insurance companies
89
Transportation systems
89
Producing and trading corporations
89
Public utility corporations
89
Relations between Morgan & Co., First National Bank National City
Bank, Lee, Higginson & Co., Kidder, Peabody & Co., and Kuhn,
Loeb & Co
90
Act in unison and cooperation in purchasing and underwriting
security issues
90
Course of business in such cases
90
Table of their joint transactions
92
Volume since 1905
101
Such joint transactions of recent growth
101
Mr. Dayison 's explanation and answer thereto
101
Result is suppression of competition in the supplying of capital..
102
Suppression of such competition further secured by a rule of
"banking ethics"
103
Concentration of control of money and credit admitted
105
Mr. Reynolds's testimony
105
Mr. Schiff 's testimony
105
Mr. Baker's testimony
106

CONTENTS.
PART III.—CONCLUSIONS AND RECOMMENDATIONS.
CHAPTER FIRST.
AS REGARDS CLEARING HOUSE ASSOCIATIONS.

Section 1:
Section 2:
Section 3:
Section*:
Section 5:
Section 6:

Incorporation and regulation
Admission of the smaller banks to membership
Examinations of members
Issuance of clearing house certificates
Regulation of rates for collecting out-of-town checks
Regulation of rates of discount and of interest on deposits

Page.
107
109
109
HO
Ill
113

CHAPTER SECOND,
AS REGARDS THE NEW YORK STOCK EXCHANGE.

Section 1: Need of governmental regulation
Section 2: Province of Federal Government
'.
Section 3: Conditions precedent to transmission of quotations, etc., of stock
exchanges by the mails or interstate telegraph or telephone lines..
(o) As to incorporation
(6) As to publicity of affairs of corporations whose securities listed
(c) As to margins required
(d) As to manipulation
(c) As to rehypothecation of securities
(/) As to lending customers' securities
(g) As to admissions to and removals from list
(h) As to books of account of members
Section 4: Power of Congress to deny use of mails and telegraph if conditions
named are not met

114
115
116
116
117
117
117
117
118
118
119
119

CHAPTER THIRD,
AS REGARDS CONCENTRATION OF CONTROL OP MONET AND CREDIT.

Section 1: Evolution of the controlling groups
First, the inner group, consisting of J. P. Morgan & Co., George F. Baker,
James Stillman, First National Bank, National City Bank, National Bank
of Commerce, Chase National Bank, Guaranty Trust Co., and Bankers
Trust Co
Second, closely allied with inner group are Lee, Higginson & Co. and
Kidder, Peabody & Co
Third, less closely allied with inner group is Kuhn, Loeb & Co
Fourth, associates of inner group in Chicago, First National Bank and Illinois Trust & Savings Bank
Section 2: Control of market for security issues
Section 3: Concentration of control of money and credit admitted
Mr. Morgan's contrary testimony analyzed
Mr. Baker's testimony
."
Mr. Schiff's testimony
Mr. Perkins's testimony
Section 4: Interlocking directorates and consolidations
Section 5: Voting trusts in financial institutions
Section 6: Minority representation through cumulative voting
Section 7: Fiscal agency agreements
Section 8: Private bankers as depositaries
Section 9: Indifference of stockholders an aid to concentration
Section 10: Domination of railroad systems by inner groups
Section 11: Railway reorganizations as an instrument of concentration
Section 12: Supervision of security issues of interstate corporations and enforcing
competitive bidding therefor
Section 13: Investments of national banks, including underwriting- and promotions
Section 14: Publicity of assets and of names of stockholders of national banks..
Section 15: SecurityJholding companies as adjuncts to national banks

129

131
131
131
131
133
136
136
137
138
138
138
142
143
144
145
145
147
148
150
151
154
155

CONTENTS.

11
Page.

Section
(a)
(6)
(c)
(d)

16: Relations of officers and directors to national banks
In borrowing from the banks
In exchanging loans between bank officers and directors
In receiving compensation for loans
I n participating in syndicate underwritings in which their banks are
or become interested

156
156
156
157

Section 17: Currency reform and concentration of control of money and credit..

158

157

CHAPTER FOURTH,
SUMMARY OR RECOMMENDATIONS.

Section 1: As regards clearing-house associations
A. Incorporation and regulation
B. Examination of members
C. Issuance of clearing-house certificates
D. Regulation of rates for collecting out-of-town checks
E. Regulation of rates of discount and of interest on deposits, etc
Section 2: As regards the New York Stock Exchange
A. Conditions precedent to use of mails, telegraph, and telephone
1. Incorporation
2. Publicity of affairs of corporations whose securities are listed,
3. Margin of 20 per cent required
4. Prohibit manipulation, wash sales, and matched orders
5. Prohibit rehypothecation of customers' securities for greater amount
than is owing
6. Prohibit lending of customers' securities
7. Regulate listing and removals from list
8. Books to be open to Postmaster General
Section 3 : As regards concentration of control of money and credit
A. Consolidations of banks
B. Interlocking bank directorates
C. Interlocking stockholdings amongst banks
D. Voting trusts in banks
E. Cumulative voting
F . Security holding companies as adjuncts to banks
G. Fiscal agency agreements
H. Private bankers as depositaries
I. Banks not to engage in underwritings
J. Investments of banks in bonds
K. Reform of railroad reorganization
L. Railroad reorganizations under supervision of Interstate Commerce
Commission
M. Interstate railroad security issues under supervision of Interstate Commerce Commission
N. Competitive bidding for interstate security issues
O. Borrowings by officers from their own banks
P . Borrowers by directors from their own banks
Q. Borrowings by officers of another bank
R. Financial transactions of bank officers to be in their own names
S. Participations by bank officers and directors in underwritings
T. Accepting and offering rewards for bank loans
U. Limitation of number of directors oi bank
V. Publicity of assets and stockholders of banks

162
162
162
162
162
162
162
162
163
163
163
163
163
163
163
163
163
163
163
163
163
164
164
164
164
164
164
164
164
164
165
165
165
165
165
165
165
16E
165

CHAPTER F I F T H .
BILLS.

First. Bill to amend the national banking laws.
Section 1. Stating conditions on which national banks may become members
of clearing-house associations.
Section 2. Prohibiting national banks from being parties to any understanding,
association, or other agency having in view acts forbidden by section 1.
Section 3: Forbidding national banks to clear for or through "other banks and
trust companies of same locality.

CONTENTS.
Section 4: Forbidding national banks to make agreements with any other
banks regulating collection charges, rates of discount or exchange or rates
allowed on deposits.
Section 5: Forbidding national banks to lend money or credit in aid of any
combination or agreement to control prices, etc.
Section 6: Amending Revised Statutes, section 5144, so as to enforce cumulative voting.
Section 7: Adding to the Revised Statutes, section 5144-a, providing oath for
those voting at elections for directors of national banks.
Section 8: Amending Revised Statutes, section 5145, so as to fix maximum
and minimum number of directors of national banks.
Section 9: Amending Revised Statutes, section 5146, relating to qualifications
of directors.
Section 10: Prohibiting national bank officers or directors receiving rewards
for making loans.
Section 11: Prohibiting interlocking officers and directors amongst national
banks, with qualification.
Section 12: Prohibiting borrowing from their own banks by officers or firms
or corporations in which they are interested and also other transactions
between such officers and their banks.
Section 13: Prohibiting borrowing from their own banks by directors and
certain other transactions between them except upon certain conditions.
Section 14: Prohibiting officers and directors of national banks from participating in promotions or underwritings of securities which shall be sold,
purchased, or dealt in by their banks.
Section 15: Prohibiting national banks from engaging in any promotion, underwriting, or flotation of securities.
Section 16: Prohibiting stock of a national bank from being held by any other
bank or trust company.
Section 17: Prohibiting the uniting of national banks with other financial corporations in ownership and management.
Section 18: Providing penalties for violations of the act.
Section 19: Providing when act shall take effect.
Second. Bill to prevent the use of the mails and of the telegraph and telephone in furtherance of fraudulent and harmful transactions on stock exchanges.

Section 1: Prohibiting transmission by the mails, or by telegraph or telephone
from one State to another, of orders, quotations, etc., concerning transactions
on exchanges not complying with certain conditions.
Section 2: Directing Postmaster General, upon finding any stock exchange not
complying with conditions stated in section 1, to close mails to quotations,
etc., of such exchange, and also notify national banks and principal offices of
telegraph and telephone companies of his finding.
Section 3: Making it an offense knowingly to deposit in mails or delivery for
transmission by telegraph quotations, etc., of exchanges not complying with
conditions stated in section 1.
Section 4: Making it an offense for any telegraph or telephone company to transmit quotations, etc., of exchange not complying with conditions stated in
section 1.
Sections: Defining "stock exchange," "security," "manipulation of securities," "matched order," and "wash sale."
Section 6: Providing when act shall take effect.
APPENDICES.

i S ^ S B J i : I Authorizing the inquiry.
APPENDIX C: List of questions addressed to banks.
APPENDIX D: Charts and diagrams of stock exchange transactions.
APPENDIX E: Chart of interlocking directorates of Morgan & Co., First National
Bank, National City Bank, Bankers Trust Co., and Guaranty Trust Co.
APPENDIX F: Diagram of affiliations of Morgan & Co., and certain New York
banking institutions.
APPENDIX G: Diagram of affiliations of Morgan & Co., and certain Boston and
Chicago banking houses.

CONCENRATION OF CONTROL OF MONEY AND CREDIT.
FEBRUARY 28,1913.—Referred to the House Calendar and ordered to be printed.

Mr. PUJO, from the Committee on Banking and Currency, submitted
the following
REPORT TO THE HOTTSE OP REPRESENTATIVES, TOGETHER WITH
THE VIEWS OF THE MINORITY, OF THE COMMITTEE APPOINTED
PURSUANT TO HOUSE RESOLUTIONS 429 AND 504, TO INVESTIGATE THE CONCENTRATION OF MONEY AND CREDIT.
PART I.—INTRODUCTORY

STATEMENT.

House resolution 429 authorized and directed the Committee on
Banking and Currency, as a whole or by a subcommittee, to investigate banking and currency conditions in the United States as a basis
for remedialiegislation. A subcommittee of 11 members was accordingly appointed.
Desiring to enlarge the scope of the investigation, the House thereafter passed resolution 504, which, after reciting that Congress had
under consideration bills in relation to the currency, monetary, and
national banking systems, and trade combinations, and after setting
forth at length certain alleged conditions in those fields, particularly
as regards concentration of control of money and credit, authorized and directed that, for the information of Congress in the consideration of the pending bills or in the formulation of others, full
inquiry be made into the subjects referred to in all their bearings,
to wit: "Resolved, That the members now or hereafter constituting
the Committee on Banking and Currency, by a subcommittee consisting of the 11 members thereof already appointed under House
Resolution 429 and by such substituted members as may be from
time to time selected from the members of said committee to fill
vacancies in the subcommittee, is authorized and directed, etc., etc."
Copies of resolutions 429 and 504 are annexed hereto as Appendices
A and B, respectively.
Your committee was authorized to sit during the sessions of the
House and during the recess of Congress, to summon and compel
the attendance of and administer oaths to witnesses, and to send for
persons and papers.
A list of questions, of which the accompanying form marked
"Appendix C is a copy, was forwarded to each of the national banks
as well as to the State banks and trust companies, numbering in all
approximately 30,000, with the request that they return written
replies. Many of the smaller national banks throughout the country
and a few of the larger ones in New York and Chicago (in all about
12,000) complied with these requests except as to certain questions, to which they declined to furnish answers on tho ground that
the information sought was confidential as between the banks and
their customers.

INTRODUCTORY STATEMENT.

Most of the State institutions and of the principal national banks
in the reserve cities of New York, Philadelphia, Boston, and St. Louis
refused or omitted to make any return whatever and denied the power
or jurisdiction of the committee to inquire into their affairs.
The national banks based their refusal on section 5241 of the
United States Eevised Statutes, being part of the national banking
act:
SEC. 5241 (Limit of visitatorial powers). No association shall be subject to any visitatorial powers other than such as are authorized by this title or are vested in the courts
of justice.

At this point, under authority expressly granted by the resolutions, Samuel Untermyer, of Xew 1 ork, and Edgar H. Farrar, of
New Orleans, were engaged as counsel, and later G. Carroll Todd, of
New York, as junior counsel. Finding it impossible to accommodate
his affairs to continued absence from home Mr. Farrar resigned on
November 18, 1912, greatly to the regret of the committee and of
Mr. Untermyer.
Your committee was advised by Messrs. Untermyer and Farrar at
the time they accepted their retainers that there could be no exhaustive inquiry such as was contemplated by the resolutions without access
to the books and documents of the national banks, nor unless the
official examiners appointed by the Comptroller of the Currency or
expert accountants to be employed by your committee were permitted to examine into certain of the transactions of the national
banks and to extract from their books and otherwise such information as might be deemed necessary. Your committee was especially
desirous of ascertaining, with the view of recommending remedial
legislation, whether, and, if so. in what instances and to what extent,
the resources of the national banks ars or were controlled or being
used to further the practices or to promote the financial operations
referred to in the resolutions. Without such access and information
it was manifestly impossible to secure a complete exposure of the
existing relations of such banks to the alleged concentration of
money and credit, as required by the resolutions.
Your committee was advised by counsel that the attitude assumed
by the national banks and their construction of section 5241 of the
Revised Statutes was untenable; that under the construction contended for the banks that were the creatures of Congress would be
beyond the control of their creator, and that Congress did not intend
to deprive itself or either of its branches of authority to control,
supervise, or investigate the national banks or the Comptroller of
the Currency in the performance of the duty delegated to him or to
place the latter in the position of being the only official of the Government whose acts or omissions were beyond its scrutiny, which
would be the logical effect of the claim that the enactment of section
5241 vested sole, exclusive visitatorial power over national banks
in the comptroller.
Your committee, however, concluded that inasmuch as a test of
this question in the courts, as was threatened on behalf of the banks,
would involve delays and obstructions in the work that would be
disastrous in view of the early expiration of the term of the present
Congress, the wiser course would be to place the power of your committee beyond question by further legislation.

INTBODUCTORY STATEMENT.

Accordingly, on May 4, 1912, at the request of your committee
the chairman introduced in the House a biD amending section 5241
so as to read as follows:
SEC. 5241. No association shall be subject to any visitatorial powers other than
such as are authorized by this title or are vested in the courts of justice or such as shall
be or shall have been exercised or directed by the Congress or either House thereof.

This bill was promptly passed by the House on May 18, 1912.
Meantime, on May 16, 1912, the first session for the examination of
witnesses was held.
It had become apparent by this time that to avoid creating in the
public mind the impression that the purpose of the investigation was
to gain partisan advantage in the approaching presidential election—
an impression that would have been fatal to the usefulness of the
investigation—the taking of testimony on the main points should
be postponed.
For that reason, and also to afford time for the passage by the
Senate of the bill amending section 5241, on June 13, 1912, after the
examination of witnesses in relation to clearing-house associations
and the New York Stock Exchange, the hearings were discontinued
until after the election.
The Senate delayed action on the bill until July 31, 1912, when it
was adversely reported from the Finance Committee, by a vote of
7 to 6. No final action had been taken when Congress adjourned,
and the bill is still on the calendar of the Senate.
A considerable part of the data needed could have been supplied by
the Comptroller of the Currency; some, but not a great deal, from
reports on file in his office; and much more through further reports or
examinations which he has power to require under the national
banking act.
The resolutions authorizing the inquiry provided that—The Comptroller of the Currency, the Secretary of the Treasury, and the Commissioner of the Bureau of Corporations, and their respective assistants and subordinates,
are hereby respectively directed to comply with all directions of the committee for
assistance in its labors, to place at the service of the committee all the data and records
of their respective departments, to procure for the committee from time to time such
information as is subject to their control or inspection, and to allow the use of their
assistants for the making of such investigations with respect to corporations under
their respective jurisdictions as the committee or any subcommittee may from time
to time request.

Accordingly, earlv in September, 1912, your committee asked the
comptroller to supply certain data concerning the business and practices of the larger national banks. He referred the request to the
President for instructions, in obedience, as he claimed, to the general
Executive order, issued by President Roosevelt and reissued by President Taft, which prohibited any head of department or other official
thereof from furnishing information without the permission of the
President.
On September 23 the President granted a hearing on the
request. It was not until December 17, however, that the President rendered his decision. On that date he wrote that the Attorney General having advised him that it was within his discretion
to direct the comptroller to obtain for the subcommittee the
data sought, he had no objection to directing that official to supply

INTRODUCTORY STATEMENT.

such as was on file, which, however, was only a fraction of the
required data; but thought that it would be—
Interfering with the duties of the comptroller and imposing upon him too great a
burden to make him the investigating instrumert of a committee of the House, which
itself has ample powers for the purpose, or, if not, can obtain them from Congress.

The voluminous correspondence between counsel for the subcommittee on the one hand, and the comptroller, the Attorney
General, and the President, is in the record (pp. 2987-3051).
The last request made of the comptroller, contained in a letter from
counsel for the committee to the comptroller of December 26, 1912,
is in the following form:
The subcommittee of the Committee on Banking and Currency of the House of
Representatives which is engaged in investigating the question of the concentration
and control o! money and credit under House resolution 504 has been satisfied from
the beginning—and experience has confirmed its then stated view—that no exhaustive
investigation can be conducted, such a* is provided for by the resolution, without
access to the books of account and affairs ^>f the principal national banks in the great
reserve cities.
The data we require at the moment relate to the loans made by the principal
national banks in the reserve cities and involves a disclosure to the committee of the
names of the borrowers and the security for such loans, from 1905 to the present time.
The committee is not however interested in any of such loans except those for $1,000,000
and over. The information is desired for the specific purpose of enabling the committee to examine witnesses in connection with such loans for the purpose of ascertaining
whether, and, if so, in what way and to what extent, these banks are used by the
great financial interests. In this connection I beg to inquire whether you are prepared
to furnish this data and if so how soon it can be made available.
Wherever it is reasonably apparent that the transactions in question hive no direct
bearing upon thj subject under investigation, the information will of course be regarded
b> the committee as confidential. Only such instances would be disclosed concerning
which it may be found necessary to interrogat? witnesses, and I beg to repeat that no
data is desired of any single transaction or series of transactions of less than $1,000,000.

Not only have the names of large borrowers from the national
banks and" the collateral furnished been inaccessible to your committee, but it has also been unable to learn the namas of their depositors so as to ascertain the extent, if any, to which the funds of
interstate corporations are being used in their transactions, or the
character or extent of such transactions, or the manner in which
the profits of these banks have been earned, or the character of their
dealings with various security companies that are owned and operated
in connection with certain of the largest of them.
Your committee has also been unable to ascertain from the great
private banking houses, to which reference will hereafter be made,
that are engaged in the issue and sale of securities of interstate corporations and act as their bankers and fiscal agents the names of
those of such corporations for which they act as depositaries or the
names of financial institutions that have underwritten such issues of
securities.
It is thus seen that the refusal of aid by the comptroller, the
failure of the Senate to pass the bill amending section 5241 of the
Revised Statutes, and the lack of any authoritative decision by the
courts sustaining its right to obtain access to the books of the national
banks have seriously embarrassed your committee in its efforts to
present a complete disclosure of the extent, if anv, to which the resources of the leading national banks in the cities of New York,
Boston, and Chicago have been or are being exploited in the interest
of banking houses and others with which thev are affiliated through

INTRODUCTORY STATEMENT.

stock holdings, joint account, promotion, syndicate, and other
financial relations and transactions.
For these reasons and because of the suspension of public hearings
during the presidential campaign, and on account of the large
number of important witnesses whom it was impossible to examine
within the brief time remaining of the term of the present Congress,
your committee has been unable to complete its investigations and
has deemed it best to present this intermediate report, accompanied
by the urgent recommendation that the incoming Congress continue
the inquiry into the important subjects set forth in the resolutions.
In laying out its work your committee found that the clearinghouse associations and stock exchanges, and particularly the New
York Clearing House Association and the New York Stock Exchange,
constituted integral and important parts of the financial system of
the country and that no inquiry into the subjects dealt with in the
resolutions could be made effective that did not include a study of
their organization, methods, and operations—all of which have now
been fully investigated, so that our recommendation for a further
inquiry does not apply to these branches of the subject.
The hearings, which had been resumed on December 9, 1912, continued through February 24,1913, and your committee now presents
a report of the facts brought out and of its conclusions and recommendations, taking up in the order named—
First, clearing-house associations;
Second, the New York Stock Exchange; and,
Third, the concentration of control of money and credit.
80519°—H. Kept. 1593, 62-3

PART II.—EEVIEW OF THE EVIDENCE.
CHAPTER FIBST.—CLEARING-HOUSE ASSOCIATIONS.
SECTION 1.—GENERAL DESCRIPTION.

There are 242 clearing-house associations in the United States.
Every large city and many of the smaller ones has its own organization. In thinly settled sections of the country an association frequently includes in its membership banks of the surrounding towns.
(Cannon, R., 216.)
The American Bankers Association, composed largely of banks and
trust companies in the clearing-house associations, has a department
or committee the object of which is to secure uniform action by such
associations throughout the country. 122 of them are members of
that department. (Cannon, R., 216, 217.; Pugsley, R., 560, 561.)
Such associations include in their membership State banks and
trust companies, as well as national banks, and were originally organized for the very commendable and necessary purpose of furnishing a
common meeting place in the locality in which the members conducted
their business, where, at a given hour of every day, each member
might meet all the others or their representatives and there present
and receive payment of all checks held by the members against each
other. Their function is to economize and facilitate the collection
of checks by banks of the same community one from another.
(Sherer, R., 136, 156, 157; Vanderlip, R., 274, 276; Hepburn, R.,
•302-304.)
The only business of the clearing house primarily—

said Mr. Hepburn, president of the Chase National Bank—•
is the exchange of checks, which is a simple thing which takes a half hour in the morning and a half hour in the afternoon. (B., 302.)

A clearing house at one point has absolutely nothing to do with the
collection by its members of checks drawn on a different point—
"out-of-town" checks, as they are known. (Sherer, R., 136, 156,
157; Vanderlip, R., 274, 276; Hepburn, R.. 302-304.)
Briefly stated, the process of "clearing" is as follows:
At the beginning of every business day each member presents at
the clearing nouse all checks against other members deposited with
it up to the close of business of the preceding day. Accounts are
stated and in the afternoon every debtor member brings the amount
due from it to other members to the clearing house, which on the same
day pays it over to the creditor members. (Sherer, R., 129, 130.)
The advantage of this system over the archaic practice of each bank
separately making its collections over the counter from every other
bank is incalculable.
To illustrate: In 1911 checks to the amount of $92,420,120,091.67,
averaging $305,016,897.99 daily, were collected through the Xew
18

KEVIEW OF EVIDENCE ON CLEAKING HOUSE ASSOCIATIONS.

York Clearing House Association. This required but half or threequarters of an hour morning and afternoon and the use of but $4,388,563,113.05 of actual money, averaging $14,483,706.64 daily, thus
requiring the exchange of but 4.7 per cent of the monev that would
otherwise be involved in these transactions. (Sherer, R., 114, 130;
Hepburn, R.. 302.)
To reduce the risk and labor of daily carrying through the streets
large amounts of money necessary to pay the balances due from and
to each other the members of the clearing-house association deposit
with it coin and currency other than bank notes and in return
receive certificates in stated denominations, payable to any member.
These are used by members in settling with each other at the clearing
house, but are not otherwise circulated. (Sherer, R., 132, 133; Vanderlip, R., 276, 277; Hepburn, R., 317.) It is claimed that their
issuance is authorized by section 5192 of the Revised Statutes, which
recognizes clearing-house associations and permits their certificates
for specie or money deposited with them as reserve to be—
deemed to be lawful money in the possession of any association (national banking
association) belonging to such clearing house by holding and owning surh certificates
within this section.

The membership of clearing-house associations is generally divided
into two classes: (1) Full members—the proprietors; (2) qualified
members (miscalled "nonmembers"), who for an annual fee are permitted to enjoy the facilities of the association through the agency
of a full member, but who have no part in its management. Qualified
members are, however, equally with full members, subject to the
supervision and discipline of the association. (Sherer. R.. 116. 121.)
it will thus be seen that the clearing house performs a most useful and important function in the financial system, if confined to its
legitimate purpose. In the complex affairs of our great cities, with
their numerous institutions and vast daily exchanges, the privileges
of a clearing house are virtually a necessity and could not be dispensed with, if at all, without great waste and loss and serious
impairment of the efficiency of the local banking system. So essential are their facilities that no large bank doing an active business of
receiving deposits could conduct operations independently of the
clearing house. In the principal cities, especially in the city of
New York, these associations have become a power for good or evil.
SECTION 2.

EXAMINATIONS OF MEMBERS.

As a rule, the associations are authorized to make the minutest
examination into the affairs and condition of either full or qualified
members. Applicants for membership must submit to a like examination.
Eight years or so ago the Chicago Clearing House Association
instituted a system of periodical examinations of members, supplementary to the examinations of the Federal and State authorities.
A chief examiner was appointed, with a staff of about a dozen men,
who reported to the clearing-house committee. (Reynolds, 16441646.) A similar system has since been adopted by the New York
association, which has a chief examiner with 12 examiners under

BBVIEW OF EVIDENCE ON CLEARING HOUSE ASSOCIATIONS.

him, whilst the Comptroller of the Currency has only 2 to conduct
the examinations of national banks in that same locality, where 29
of the 64 institutions in the clearing-house association are national
banks, and where in addition there are 15 national banks not in the
association. (Sherer, II., 131, 167-169.)
The clearing-house examiner is under the direction of the clearinghouse committee, which generally consists of five members, and in
fact controls all the operations of the association except the election
and expulsion of members.
Comptroller Murray frankly admits that bank examinations by
the Federal authorities are illogical, unscientific, and superficial
(ft.. 1386):
Q. Don't you require a very much larger force to make a lull and complete
examination of the banks?
A. Oh, the whole question of bank examination is illogical, unscientific, and simply
impossible under the present laws.
Q. It is superficial under the present law?
A. Yes. No one has denounced that any harder than I have.

It further appears from Mr. Murray's testimony that the nationalbank examiners exchange information as to the names of borrowers
and other matters, not only with the State examiners but with the
clearing-house examiners, so that the latter come into full possession
of all information concerning the affairs not only of the national banks
but of all State banks and trust companies, and the information,
which is sacredly guarded by the comptroller as of so confidential a
character that it can not be disclosed to your committee, is freely
exchanged with the nonofficial examiners of an unincorporated
clearing-house association. The State examiners and clearing-house
examiners, as well as the national-bank examiners, have card indexes
that locate banks' loans with the names of borrowers and the amounts
borrowed, and these are exchanged. (R., 1389):
Q. Your examiners cooperate with them (referring to the Xew York Clearing HouEe
examiners), do they not?
A. I think they to.
Q. Have you no intimate knowledge of the method of cooperation between the
clearing-house examiners and your examiners?
A. I know that my examiners in all clearing-house cities have general instructions
to cooperate in a general way with the clearing-house examiners.
Q. In about the same way in which they cooperate with the banking departments?
A. In about the same way; yes.

Again (R., 1390):
Q. But you say you have given your examiners the same general instructions to
cooperate with the clearing-house examiners and with the State banking departments?
A. Yes.
Q. That would involve, would it not, that they should get together in comparison
of their card indices and in determination of the extent to which men were extended
in their loans or commitments?
A. Probably I might, by taking a specific instance, give the committee a little
information.
Q. If you will, we would be glad to-have it.
A. For instance, in a city where we have a clearing-house examiner and a nationalbank examiner, in order to avoid multiplicity of examinations, the clearing-house
examiner often examines the bank with his force at the same time the nationalbank examiner and his force are in. Now, the law authorizes the comptroller to
force a bank to charge off its losses, a recent decision of the Supreme Court, when thev
are ascertained. The clearing-house examiner examines the same bank with the
national-bank examiner at about the same time; there may be a question on certain

REVIEW OF EVIDENCE ON CLEARING HOUSE ASSOCIATIONS.

securities or on certain paper as to whether they are losses or not, and the bank examiners often confer on these difficult questions of losses, and the national-bank examiner
will give the clearing-house examiner what his judgment of the losses in that bank is,
and the clearing-house examiner, from his credit files and all the information which h.e
has, will give the national-bank examiner his estimate of losses. They usually agree.
Q. That relates to commercial paper or to bonds or stocks or any class of
securities?
A To whatever they may have. They confer on the credit of the banks, and
exchange information, and I presume exchange opinions as to whether or not
certain loans are good or bad. Theyeach have different channels or information.
For instance, the uational-bank examiner has 100 men he may write for information
about a borrower, and the clearing-house examiner may have other lines of information which are closed to the national-bank examiner.

Again (R , 1392;:
Q. What is there in the position and office of those examiners, Mr. Murray
(referring to the examiners for the clearing-house association), that is so much more
sacred that your official examiners should be permitted to expose to them the
affairs of your office, which they regard as confidential, even as against the courts of
the land?
A. I think the cooperation between the clearing-house examiners and the
national-bank examiners is just a question of credits of which both have full information.
Q. That ia the most confidential part of your business, is it not—the question of
credits?
A. Yes.

Whilst it does not affirmatively appear that the examiners employed by the clearing-house committee disclose to it the information
obtained by them in the course of their examination, yet they are
subject to the direction of the committee, and the power thus placed
in its hands is unjust to the smaller banks, and to the nonmember
banks that have no voice in the association, and is subversive of
their liberty of action.

SECTION 3.—EXCLUSION OF SMALL BANKS FEOM MEMBERSHIP.

A bank or trust company with capital stock of less than $1,000,000,
though absolutely solvent and well managed, can not become a member of the New York Clearing House Association. It makes no
difference that its capital and surplus combined exceed $1,000,000.
In order to enjoy the invaluable facilities of the clearing house, such a
bank must engage a member bank as its clearing agent. (Frew, R v
577, 629, 630.) It is then virtually at the mercy of that bank, since
the latter at any time may summarily terminate the agency, at its own
election, or may be compelled to do so by the clearing-house committee. (Frew, R., 630.) The history of banking in New York City
shows that the withdrawal from a nonmember bank of its privilege
of clearing through a member has usually resulted in such loss of
confidence as to compel the closing of its doors in times of stress,
though the event may prove it to have been perfectly sound and solvent. (Frew, R., 631.) Were the bank a full member, it could not
be thus summarily deprived of the privileges of the clearing house,
but only through the orderly action of the association. (Frew, R.,
632.)

BEVIEW OF EVIDENCE ON CLEARING HOUSE ASSOCIATIONS.

The panic of 1907 started with the closing of the Knickerbocker
Trust Co., which followed immediately after the announcement of
the National Bank of Commerce of New York, the trust company's
clearing agent, that it would no longer act as such. (Frew, R.,
631, 632.)
The chairman of the clearing-house committee of the New York
association admitted that it would have been a safeguard to the
public had the Knickerbocker Trust Co. been a member of the association and not dependent upon the will of a single bank for clearing
privileges. (Frew, R., 632, 633.)
No good reason has been adduced why small banks, if sound and
well managed, should not be admitted to full membership in such
associations. Admittedly it is just as safe to have as a member a
small sound bank as a sound large one. The chairman of the clearinghouse committee of the New York association said that personally
he would not discriminate against small banks in this regard; that—
it would be a very much better thing to have every bank that ia well managed in the
clearinehouse. f"R , 629, 630, 634.1

In Chicago there is no requirement as to the amount of capital
stock a member must have. Indeed, instead of denying membership
to small banks and compelling them to clear through the large ones,
the effort there has been to induce the banks which clear through
others to become full members of the association. (Reynolds,
R., 1643.)

SECTION 4.—THE POWER OF SUCH ASSOCIATIONS.

The enormous saving in time, labor, and use of monev effected by
the clearing house in the matter of collecting checks renders its facilities almost indispensable to banks of deposit in cities of commercial
consequence. The manager of the New York association, Mr. Sherer,
so testified (R., 129, 140, 141):
Q. But to inaugurate and conduct a bank on a large ^rale would be a practical impossibility in these times without clearing-house facilities, would it not?
A. It is a matter of opinion.
Q. You think it is a practical impossibility?
A. I think it is a practical impossibility, yes: but there are others who think it
is not.
*

Q. I thought you said some time ago, Mr. Sherer, that the clearing house was
essential to the bankers?
A. It i.- e-r-ential to domestic bankers; yes.

As a result clearing-house associations in the great cities have
acquired a power and position in the financial system so commanding
that in any ordinary case a bank or trust company having the required capital which should be rof .sed admission to or expelled from
one of them would at once lose public coniidence, with all that that
means to such an institution.

REVIEW OF EVIDENCE ON CLEARING HOUSE ASSOCIATIONS.

The manager of the New York association admitted that—
banks have closed up because the clearing house has withdrawn 'heir privilege,

and that—
the rumor that the clearing house privilege has been withdrawn * * * is sure to
cause a run on a bank. (Sherer. R., 142, 143, 166.)

In October, 1907, two Brooklyn banks, so-called nonmembers of
the New York association, clearing through the Oriental Bank, a full
member, were compelled to close their doors within a day after the
privileges of the association had been withdrawn from them. This
incident is thus described in the testimony of the then president of
the Oriental Bank (Jones, R., 236, 239):
A. I should say about the 20th to the 22d of October I met the clearing house
committee in answer to their request.
Q. Who was with you?
A. No one.
Q. Where did you meet them?
A. At the clearing house.
Q. Whom did you meet?
A. I do not remember the committee. I only remember several on the
committee. Mr. Woodward, Mr. Mash, and Mr. Townsend were there. Those are
the only members of the committee I recall.
Q. Did you meet Mr. Hepburn at that time?
A. I do not positively remember whether he was at the meeting or attended
at that time or not. I remember the other three gentlemen were there.
Q. Did you apply for certificates?
A. Not at that time.
Q. What was your errand at that time?
A. I was asked what banks we were clearing for.
Q. What did you say?
A. I told them we were clearing for three—the Brooklyn Bank and the
Borough Bank, both of Brooklyn, and the Chelsea Exchange Bank of New York.
Q. What took place?
A. They inquired about banks and their condition and the balances which
they were maintaining with us, and they first said to me that they would prefer
that 1 would send notices discontinuing the clearances.
Q. For all of them?
A. For all of them.
Q. Proceed.
A. Then the matter was discussed.
Q. What did you say as to that?
A. I said I felt if we did it would probably result in a large loss of business
to us, and possible trouble.
Q. Did you say it would ruin the bank?
A. I do not know that I did. I felt that it would make trouble if we did
send out the notices, and I protested against it. Finally my understanding was that
if the Brooklyn Bank and the Borough Bank would bring their balances up to 1500,000
each we might continue to clear for them, and if not that it was a matter to be reported
against. I was to get in touch with the clearing house.
Q. Did they bring their balances up?
A. One of them did. The other approximated the balance, but not fully
up to the $500,000.
Q. Which one brought the balance up to $500,000?
A. I think it was the Brooklyn Bank.
Q. What happened then?
A. The next day I had a visit from Mr. Townsend asking if I had sent out
the notices and I told him I had not; that I understood that if the two banks mentioned brought their balances up we would not have to send out the notices. The
requirement did not apply to the Chelsea Exchange Bank. He said that was not his
understanding. He went down to the clearing house, and I got a call to come down
again, and the matter was discussed. It was decided that I should send out the
notices.
Q. What v, ere the notices?

BBVIEW OF EVIDENCE OK CLEARING HOUSE ASSOCIATIONS.

A. To discontinue clearing for the Brooklyn Bank and the Borough Bank—not the
Chelsea Exchange, however.
Q. You were to discontinue for the one that had brought its balance up to the
required amount?
A Yes.
Q. Did you say anything to that?
A. I told them that they had large balances with us, and I knew it would mean
the withdrawal of those balances immediately and I felt that it would mean trouble
for us, and I asked that a committee be appointed to examine our bank.
Q. Was there a committee appointed?
A. There was.
Q. You had not sent out the notices then, had you?
A. No, sir.
#

•

A. They (the clearing-house committee) said it [the Oriental Bank] was in good
condition; that we were doing a legitimate business and not being used or abused
by anybody.
Q. What was the upshot of that, as to whether you could continue to clear for the
two other banks?
A. We discontinued that immediately.
Q. They told you to stop it, did they?
A. Yes.
Q. And did you send out the notices?
A. We did.
Q. And did they tell you that same night to discontinue clearing for those banks?
A. That afternoon, prior to the examination.
Q. What is your answer?
A. They told us that that afternoon prior to the examination.
Q. Before the examination?
A. Yes, sir.
Q. And you sent out the notices?
A. I did.
Q. And how soon after that did those two banks close?
A. I can not tell you exactly, but within a day or two.

The possible ends for which clearing house associations might use
their great powers is further suggested in the following excerpt from
the testimony of Mr. Cannon (JR., 259, 260):
Q. Mr. Cannon, I would like you to look at page 12 of this very enlightening
book of yours and tell me what you mean by this. Referring to times of panic, you
say:
"In such an emergency the other members of the clearing house are usually willing
to render assistance until the strain is relaxed. To secure such aid, however, a bank
must be sound in its management and of good repute in every respect. Otherwise
the members of the clearing house "—
This is all in times of panic, mind you—
"are likely to decline assistance, being quite willing to get rid of a weak and illmanaged member."
A. I think that speaks for itself.
8ECTION

5.—SUCH ASSOCIATIONS UNINCORPORATED AND UNREGULATED.

Yet, without exception, it is believed such associations sustaining
this vastly important and delicate relation to the financial arrangements of the country, are unincorporated, voluntary organizations,
on the same legal footing as private clubs, and as such subject only
to the authority of their own governing body as regards the right to
become or remain a member or to enjoy the privileges of membership.
For example, under the constitution of the New York Clearing House

BEVIEW OF EVIDENCE ON CLEARING HOUSE ASSOCIATIONS.

Association, which is fairly representative, a bank or trust company,
no matter how well qualified, can not be admitted over the objection
of one-fourth of those already members, who are its competitors, and
on the other hand may be expelled by a majority vote; and in neither
case need any reason be given nor is there any appeal. Nor, without
the assent of the association can there be any change in the ownership,
management, or charter of a member on pain of expulsion. Mr.
Sherer, manager, and Mr. Cannon, member of the governing body, of
this association, testifying as to its power in this regard, said among
other things (Sherer, R., 112, 113, 145, 146):
Q. Assuming that it has all of those qualifications, the admissions committee is the
sole judge of whether it will admit a member, is it not?
A. Yes.
. Q. Haying all those qualifications, it can be rejected or admitted in the judgment of
the association, can it not?
A. Yes.
Q. And it requires the affirmative votes of three-fourths of the members to admit a
member, does it not?
A. Yes, sir.
Q. And a majority to expel a member?
A. Yes.
Q. The majority may expel a member without cause, may it not?
A. No, sir. The constitution states what reasons are required.
»
•
•
•
*
*
•
Q. Yes. As a matter of fact, Mr. Sherer, the power of expelling or suspending a
member rests entirely in the committee of this association, does it not?
A. Yes.
•
•
•
•
•
*
*
Q. Why do you constantly compare the membership in this association to that in
a private club?
A. Merely for the sake of comparison, because it is not a corporate institution.
Q. You know that in the case of a private club a man may be excluded without
reason, because they do not want him?
A. Oh, yes.
Q. And that is so in your association, too, is it not?
A. We do not go as far as that.
Q. But you have the right to do so?
A. We have our requirements here.
Q. You have the right to do so, have you not?
A. Yes, we have the right; not the moral right, if they comply with these
requirements.
Q. You have taken the legal right, have you not?
A. Yes.
Q. You spoke of a man not wanting to come in. I shall have to repeat my question to you in that respect.
You know that unless the bank happens to have $1,000,000 in capital it can not
come in, can it? That is right, is it not?
A. That is right.
Q. And if it has $1,000,000 of capital and it does not suit three-fourths of its competitors that it shall come in, it can not come in anyway, can it?
A. No.
Q. And if it does not suit its competitors who are in the association to let another
bank that is a member of the association clear for it, it can not get clearance, can it?
A. No.
*
*
*
*
*
*
*
Q. We are talking about the constitution of the clearing-house association, and we
are discussing section 7. Do you or not understand that under section 7 no bank can
change control if it is a clearing-house member, and remain a clearing-house member,
without the consent of the clearing-house committee? That is so, is it not?
A. Yes.

REVIEW OF EVIDENCE ON CLEAKING HOUSE ASSOCIATIONS.

Cannon (R., 226):
Q. Do you not know that under your present constitution and by-laws a banking
association that is eligible has not the right to membership and that its right depends
upon the consent of three-fourths of the existing members?
A. Upon a vote of three-fourths of the existing members?
Q. Yes; you know that, do you not?
A. Sure.

Thus what may be virtually the power of life and death over our
banking institutions rests uncontrolled in private hands.
SECTION 6.—USURPATIONS OF POWER.

A further criticism of clearing-house associations must be made.
As will now be shown, they have assumed functions wholly foreign
to their original object as above set forth, and at variance, we think,
with the public interests.
SECTION 7.—ISSUANCE OF CIRCULATION.

At times of extreme stringency in the money market, notably in
1893 and 1907, they have issued to members without authority of
law, on the security of their assets, so-called loan certificates, which
without payment of the circulation tax of 10 per cent, passed as currency in some cities, as in New York, only amongst the members to pay
balances at the clearing houses, but in others amongst the general
public as well. (Sherer, R., 133-135; 184-188; 190-192; Cannon,
R., 343-345.) In 1907 upward of $250,000,000 of such certificates
were issued; $101,000,000 in the city of New York alone from October
26 to December 26, 1907. (Sherer, R., 191; Cannon, R., 345.) The
form of certificate of the New York Clearing House Association was
as follows:
FIFTY THOUSAND DOLLABS.

NO.

$50,000.
LOAN COMMITTEE OP THE NEW YORK
CLEARING HOUSB ASSOCIATION,

New York,
,
.
This certifies that the
has deposited with this committee, securities
in accordance with the proceedings of a meeting of the association, held October 26,
1907, upon which this certificate is issued. This certificate will be received in payment of balances at the clearing house for the sum of $50,000, from any member of
the clearing house association.

Committee.
On the surrender of this certificate by the depositing bank above named, the committee will indorse the amount as a payment on the obligations of said bank, held by
them, and surrender a proportionate share of the collateral securities held therefor.
$50,000.
(On back): Pay only to any member of the New York Clearing: House Association.

It is contended that such unauthorized additions to the circulation
were the only available means of relieving without dangerous delay
a very acute money stringency attended by panic.

EEVIEW OF EVIDENCE ON CLEARING HOUSE ASSOCIATIONS.

It is nevertheless true that such issues involve a partial suspension
of specie payments, which is humiliating if not actually injurious to the
credit of the country. (Hepburn, R., 302, 303.) in the absence of
governmental control, as at present, they also place a dangerous power
m the hands of clearing-house associations, which determine to whom
the certificates shall be issued and when they shall be retired. As
the associations in this regard act through small committees, a bank
will often find the decision upon its application for assistance resting
with its keenest competitors, with no right of review.
Thus, in the panic of 1907, the Mechanics & Traders Bank, a member
of the New York association, with deposits around $12,000,000, was
compelled, like many banks in good standing, to apply for aid in the
way of clearing-house certificates. The granting or refusing of such
aid as well as the calling in of any certificates which might be issued
was in the hands of a consolidated committee consisting of the regular
clearing-house committee and a special loan committee, each consisting of five members. The chairman of the first was Mr. Nash, then
president of the Corn Exchange Bank, and Mr. Frew, a member of
the second committee, was vice president of the same bank, which was
an active competitor of the Mechanics & Traders, the two having
branches near together in three localities in New York.
The Mechanics & Traders applied for and obtained clearing-house
certificates to the amount of $2,100,000, giving collateral having
a face value of $6,373,252.52. Subsequently, on January 25, 1908
(Mr. Woodward having succeeded Mr. Nash in the meantime as chairman) the Mechanics & Traders and three other banks were notified
by the clearing-house committee that these outstanding certificates
must be retired within a certain time. The notice was published
in the newspapers and a run on these banks ensued, resulting in their
closing. Within 40 days thereafter the Mechanics & Traders Bank
paid its indebtedness to the clearing-house association in full. Several years later the Corn Exchange Bank took possession of one or
more of the branch banking offices of the defunct Mechanics & Traders
Bank. (Frew, R.. 589-594.)
We do not for a moment intimate that Mr. Nash or Mr. Frew, as arbiters of the application of the Mechanics & Traders Bank, could have
had any thought of gaining an advantage for their own bank over its
competitor. But as a matter of general policy such a situation should
be avoided. It is not fair or wise that either party should be so
placed.
Again, the Oriental Bank of New York, long established, of excellent reputation and absolutely solvent, and other banks of that city
that claimed to be solvent and paid their depositors in full in liquidation besides leaving a large surplus for their stockholders, were
forced to close and go out of business in 1908 by reason of the mistaken exercise of the power to compel retirement of such certificates
by the clearing-house committee of the New York association.
(Sherer R., 194-199; Beekman. R. 264-267; Hepburn, R., 30.)
Mr. Hepburn, chairman of the board of directors of the Chase
National Bank, a leading member of the clearing-house committee
at that time, testified as follows regarding this important incident
'R.. 300, 301):
Q. And when everything was easy and money was cheap, and everything was quiet,
and .ifter you had left, did you learn that the first notice this bank the (Oriental) and

BEVIEW OF EVIDENCE ON CLEARING HOUSE ASSOCIATIONS.

three other banks had that their certificates were to be called in was an announcement in the newspapera?
A. I learned
Q. That is the question.
A. Did I learn that the first notice they had was in the newspapers?
Q. Yes, and before they even got the letters?
A. Yes, I heard that.
Q. And that they did not receive a notice giving the announcement until the day
after it appeared in the newspapers, the morning after?
A. I do not know anything about it; I am not testifying to that.
Q. Would it have happened if you had been here?
A. The sending out of that notice was a mistake.
Q. And the withdrawing of it after it was published did not help any?
A. It was a mistake.
Q. But it did not help it any when the people had begun to draw on the banks?
A. No.
Q. Do you not think they ought to have gone along and helped the banks out,
after that, which were solvent?
A. Certainly.
Q. The whole thing was a sad mistake, was it not?
A. It was.
Q. It was a very ill-advised blunder to let this thing go the way it did, was it
not, to say the least?
A. It was a mistake.

SECTION 8.—KEGTJLATING

CHARGES FOE COLLECTING
CHECKS.

OUT-OF-TOWN

Ninety-one clearing-house associations, including those in nearly all
the larger cities, require members to charge a specified rate, uniform
in each association, for collecting out-of-town checks, except those
drawn on banks at certain-named points. (Cannon, R., 217,218.) In
the New York association, which is typical of this class, the penalty
for the first violation of the rule is a fine of $5,000, and for the second,
expulsion. (Sherer. R., 137, 142.)
The remarkable feature about this regulation is that clearing houses
have nothing to do with the collection of out-of-town checks. But
since banks m a large city, practically speaking, unless of exceptional
strength, must have use of the facilities of the clearing-house association in that city in paying checks drawn on each other, and hence
can not risk expulsion therefrom, they are compelled to submit to
its dictation on a question of business policy entirely outside its
province and with which it has no concern. They may wish to collect
out-of-town checks free of charge as a means of drawing patronage.
Or they may be satisfied from experience that there is ample compensation for this service in the use of a customer's money, and
hence may not wish to make a special charge for it. Or they may
believe that the prescribed rate is exorbitant. Yet they can not act
according to their own business judgment or treat one customer
differently from another on this subject. They can not choose the
course which they deem most to their advantage. They are not even
consulted as to whether they desire to enter into such a combination,

KEVIEW OF EVIDENCE ON CLEARING HOUSE ASSOCIATIONS.

fixing for them the course they shall adopt. If they are ''nonmembers," so called, they have not even a vote or representation in the
association which enacts these regulations and requires obedience
thereto under penalty of withdrawing from an offender the privilege
of clearing through a member of the association. Their business in
this important feature is not under the control of their own officers,
directors, and stockholders, but of an outside agency—the clearinghouse association—which prescribes for them what they may and
may not do in the conduct of their business in this important particular. If they want to compete for business by offering inducements to a valuable customer they are denied the opportunity.
The regulation is defended on the ground that something had to
be done to stop the "losses" sustained by banks in performing this
service. It is not claimed that they were losing money on their
business as a whole or on the business of any customer for whom
they had been performing this service without compensation before
the enactment of this rule. On the contrary, it is undisputed that
they were making large profits and paying large dividends at the
same time that many of them were collecting out-of-town checks free
and all were at liberty to charge as little as they pleased; and that in
a number of prominent cities, including Philadelphia, Providence,
Newark, Jersey City, Albany, and Troy, among them, no charge is
imposed, and in Boston only a small fraction of that imposed in
New York. (Frew, K,., 615, 618-620.)
But it is claimed that if this particular feature of a bank's business be segregated from all the rest, setting against the revenue from
the use of the money collected a proportionate part of the general
expenses of the bank, rent, salaries, stationery, etc. (and without
taking into account the profit derived by the banks from the use of
the customers' balances on deposit), a loss will be shown. Your
committee is unable to subscribe to the accuracy of the figures and
deductions on which that contention is based. If the experience of
the Boston banks in making their collections in New England is a
fair criterion on which to base an opinion (although that covers only
collections throughout New England and involves less loss of interest
to the banks) the existing charges imposed by the associations of
many other cities, including New York, permit of a very handsome
margin of profit from this branch of the business. Mr. Sherer at
first estimated the revenue of the members of the New York association from this service at $50,000,000. The following day, after
communicating with the then chairman of the clearing-house committee, he reduced this estimate to 117,000,000. These figures were
subsequently challenged, however, by the newly elected chairman,
Mr. Frew. (Sherer, R., 153, 171-174, 182.)
The calculations on these lines finally submitted in the form of a
report by a committee of the New York association are rendered
of little value by the practical impossibility of determining with any
degree of accuracy what part of the total expense of operation was
incurred in this particular service, and by the fact that they included
only a given number of selected banks.
Moreover, when analyzed, the contention comes to this, that for
every expense incurred by banks they are entitled to require, and by
combination to compel each other to require, under penalty of expul

REVIEW OF EVIDENCE OX CLEARING HOUSE ASSOCIATIONS.

sion from the clearing house, specific reimbursement by their customers, no matter how much money they are making out of the use
of such customers' deposits. With equal justice it may be argued
that rent and clerk hire shall be charged against every depositor so
that all the earnings from his balances will be profits.
All this, however, is beside the point. Acting separately, banks
have a right to charge for this service if they do not find, as many of
them formerly did, adequate compensation in the use of the customer's money, or if they care to take the risk of losing business in
the attempt to secure greater profits.
But as we have seen, clearing-house associations perform no o!!ice
whatever in the collection of out-of-town checks, and therefore for
them to deny their facilities in order to coerce banks to charge a
uniform rate for collecting such checks is an abuse of their powers
prejudicial alike to commercial intercourse and to the interests of
the banks themselves taken as a whole.
It should be left to the contracting parties, the bank and its customer, and not to an outside agency by brute force of its power over
the bank, to determine what service the bank shall perform in return
for the use of its customers' money.
During the progress of this inquiry, in December, 1912, the Xew
York Clearing House Association modified its rules for the collection
of out-of-town checks by increasing the number of so-called discretionary points—that is, of cities and towns on which checks
drawn might be collected by its members without charge, but still
retaining the rule as to all other places and still insisting upon its
right to enforce the rule as thus modified against all members and
nonmembers.
SECTION 9. ENFORCING UNIFORM RATES OF INTEREST PAID ON
DEPOSITS AND CHARGED ON LOANS AND UNIFORM RATES OF EXCHANGE.

A smaller number of such associations, not including that of New
York, have attempted by like means, under penalty of expulsion, to
force upon their members uniform rates of interest on deposits and
uniform rates of exchange. These practices are wholly foreign to the
legitimate function of clearing houses and are condemned by the
manager of the Xew York Clearing House and bv leading bankers.
(Sherer, R., 158; Cannon, R., 217, 218, 259, 260; Vanderlip, R., 275,
278, 279; Frew, R., 625, 626, 628, 629.)
Mr. Sherer. manager of the Xew York Clearing House Association,
testified as follows (R., 158):
Q. * * * May I call your attention, in connection with the subject we are now
discussing, to a certain statement on page 13 of this valuable book of Mr. Cannon 'a on
clearing-house deposits? It reads as follows:
" Another of the special functions of a clearing house is the fixing of uniform rates of
interest on deposits and in a few instanres on loans."
Do you agree to that?
A. No: I do not.
Q. No. You think that is quite outside the functions of a clearing house?
A. Yes.

KEVIEW OF EVIDENCE ON CLEARING HOUSE ASSOCIATIONS.

Mr. CANNON, president of the Fourth National Bank of New York,
and a recognized authority on clearing houses, said (R., 218):
Q. So you could not tell us how many clearing-house associations to-day attempt to
regulate the interest that shall be payable, by the banks, members of the association,
on deposits?
A. I could not.
Q. Do you not think that is a very vicious practice?
A. I do.
Q. You know it is contrary to law, do you not?
A. Certainly. We have never attempted it in this association.
*
*
*
*
*
*
*
Q. Or can you furnish us a list of the associations that are regulating or attempting
to regulate interest on loans?
A. I can not furnish any further information on that than is given in the book.
Q. That you regard as a vicious thing, too, do you not?
A. Yes.
Q. And-clearly contrary to law?
A. Yes.

Mr. Vanderlip, president of the National City Bank of New York,
said (R., 278):
Q. You know that Mr. Cannon is a very eminent authority on the subject, do you
not?
A. Undoubtedly.
Q. And his work ia considered standard, is it not, with respect to clearing houses?
A. It ought to be. considering his eminence.
Q. On page 33 of his book on clearing houses he says:
"Another of the special functions of a clearing house is the fixing of uniform rates
of interest on deposits and, in a few instances, on loans."
Do you agree that the fixing of uniform rates of interest on deposits is a special
function of a clearing house?
A. I should not think it was.
Q. And the fixing of interest on loans in any instances?
A. I should not so regard it.

Mr. Frew, chairman of the clearing-house committee of the New
York association, said (R., 628):
Q. But if you conclude some day that you want to limit the interest that you will
pay your customers on their accounts you will do it by the same process by which you
imposed this charge, will you not?
A. We would not do it; there is no doubt about that.
Q. But you do not know what you may do next year, do you?
A. The history of the clearing house warrants me in stating that we never would do
any such thing as that.
Q. Do you not know that there are clearing houses in the country that do?
A. Yes; I do. I think it would be wise to stop them from doing it, probably.
SECTION 10.—SALT LAKE CITY AND PITTSBURGH ASSOCIATIONS.

The usurpation by clearing-house associations of the powers vested
by law in the officers and directors of banks has reached its perfect
development in the constitution of the new Salt Lake City association, and in proposed amendments to the constitution of the Pittsburgh association not yet adopted only because dissenting members
have interposed with legal proceedings.
The new Salt Lake City association grew put of the refusal of one
member of the old association—the National Copper Bank—to
accept an amendment to the constitution regulating the payment of
interest on deposits. Being doubtful of their power to expel the
recalcitrant member the other members of the old association with

EEVIEW OF EVIDENCE ON CLEABING HOUSE ASSOCIATIONS.

drew and organized a new association, investing it not only with power
to regulate the rates for collecting out-of-town checks, the rates
of interest on deposits, and the rates of exchange, but also such matters as the hours for opening and closing and even the amounts that
should be charged for check books. Indeed, but little was left to
the directors of the member banks except the execution of the rules
of the clearing-house association. The National Copper Bank
remains the sole member of the old association. As a matter of form
it was invited to join the new association, but refused because of
the character of the constitution adopted. It is thus deprived of
the facilities of the clearing house because it is unwilling to surrender control of its affairs to an outside body. (Armstrong, R.,
1215-1228.)
The Pittsburgh association, under the proposed amendment to its
constitution, would have power—
To regulate exchanges, fix rates to be charged on drafts and collections, regulate
the payment of interest upon deposits, and generally to take such action in matters
of common interest arising, or affecting their relations with each other, and with
other banks in this and other localities as will tend to the fostering and promoting
of sound and conservative methods of banking, and
To make rules and regulations for the conduct and supervision of members and nonmembers clearing through members and provide for the imposition and enforcement
of penalties for the violation of such rules and regulations. (Knox, R., 546.)

As construed by Vice President Knox of the Mellon National Bank
of Pittsburgh, this power would embrace the determination of to
whom, for what amounts, and on what collateral loans should be
made by members. (Knox, R., 547.)

CHAPTER SECOND.—THE NEW YORK STOCK EXCHANGE,
SECTION 1.

GENERAL DESCRIPTION.

A stock exchange is a market, controlled by rules, where securities
consisting chiefly of the stocks, bonds, and other securities of corporations are bought and sold. Manifestly, a security privileged to be
bought and sold on such an exchange obtains a wider market and a
more definite current value than one which is not. It may be said,
therefore, that the true function of such an exchange is—
(a) To furnish the widest possible market for securities, and
(b) To register with greater definiteness their current value.
The New York Stock Exchange is the primary market for securities in the United States and as such is a vital part of the financial
system. (Mabon, R.. 373; Pomroy, R., 474.) In the past decade the
average annual sales of shares on that exchange have been 196,500,000,
at prices involving an annual average turnover of nearly $15,500,000,000; and of bonds $800,000,000. (Sturgis, R.. 825.)
Quotations on its floor determine the current values of all securities
there traded in, which means the securities of all the greater corporations of the country. (Ely, R., 332.) Such quotations are adopted
by the courts and by the Comptroller of the Currency as measures
of value, and upon them banks base the amount to be lent on a
given security. (Ely, R., 332; Sturgis, R., 837; Murray, R., 1393.)
The business conducted upon this exchange is not only nation wide,
but international in its scope. Its members maintain private wires
to all the principal cities of the United States and the transactions
conducted by its members are for the account of customers from all
parts of the country and from foreign countries.
A special committee on speculation appointed by Gov. Hughes,
reporting in 1909, referred to this exchange as "to-day probably the
most important financial institution in the world." If that be true,
membership in such an institution should be an office of distinction
and public usefulness.
It is a voluntary, unincorporated association, with a written
constitution. Its chief functionaries are a president, a secretary, a
governing committee, a law committee, a committee on admissions,
a committee on arrangements, a committee on stock list, and a
finance committee. The governing committee is its principal organ
of administration. Its membership is now limited to 1,100, which,,
under the constitution, can only be increased by the governing
committee. There has been no increase in this limitation since
1879, although the volume of sales has grown from 75,000,000
shares and $413,000,000 of bonds in that year to 129,324,169
shares and $664,942,420 of bonds in 1912; and the number of
listed securities, as roughly estimated by a high official of the exchange, is fifty times greater now than at that time. One can become
a member only by admission to a vacancy (should there be any), or by
S0510°—H. Kept. 1593,62-3

EEVIEW OF EVIDENCE ON NEW YORK STOCK EXCHANGE.

purchase of an existing membership, and then only with the approval
of two-thirds of the committee on admissions. The price of a
membership has been as high as $95,000; to-day it is about $50,000.
The initiation fee is $2,000; dues are $100 a year. (Ely, R., 318, 319,
331, 333, 334; Sturgis, R., 783, 784.)
On the floor of the exchange there is for each security a "stand"
at which transactions therein take place; also a "stand" where loans
are negotiated. (Mabon, R.. 404; Thomas, R., 359.) The exchange
keeps no record of sales or loans, although it exclusively controls the
collection and distribution of all records of transactions and quotations of securities upon the floor. (Thomas, R., 361; Mabon, R., 464;
Sturgis, R., 802-806.)
Between buyer and seller, however, a ticket is exchanged showing
that one has bought and the other sold. (Mabon, R., 464.) At the
loan stand there is an unofficial bulletin on which is entered the
amount and rate of interest of loans for the first half or threequarters of an hour after the lending begins—usually about 11 o'clock.
The average of the opening, the high and the low rate of these recorded
loans fixes the rate for the day. And each day a slip is posted
showing the opening, the high and the low rate of the day before.
(Griesel, R., 743; Turner, R., 753-756.)
As no complete record is kept, the amount loaned on the floor of
the exchange in a day can not be definitely stated. One of the
leading brokers estimated the amount at not more than $50,000,000,
and often much less. (Turner, R., 754.) The chief lenders are the
National City Bank, the National Bank of Commerce, the Chase
National Bank, the Hanover National Bank, J. P. Morgan & Co., and
Kuhn, Loeb & Co. (Griesel, R., 744-746.) Such loans are mainly
payable on demand and are made upon collateral that is listed on the
exchange. (Turner, R., 756.) This loan stand constitutes the only
open market for the lending of money in the United States. Most
ot the loans made to stock exchange members are, however, negotiated directly between the banks and the brokers at the offices of
the banks and not at the loan stand of the exchange.
The stock exchange building is owned by a corporation, all the shares
of which are held by the exchange. An office in the building is
rented to the Western Union Telegraph Co. (Ely, R., 337;
Sturgis, R., 802.)
The exchange owns the entire stock of the New York Quotation
Co., which, for a specified rental, supplies members' offices south
of Chambers Street, New York City, with a ticker service. For
$100,000 a year, under a contract terminable upon one day's notice,
it sells the quotations to a subsidiary of the Western Union, the Gold
& Stock Telegraph Co., which also maintains a ticker service. The
latter, however, can supply the quotations to such persons only as
the exchange approves, and under no circumstances to members'
offices south of Chambers Street or to any competing exchange in
New York City. The quotations are gathered from the floor of the
exchange and transmitted by its own employees to the offices of the
New York Quotation Co. and the Gold & Stock Co. and thence disdistributed throughout the United States, but the exchange retains
the right to determine who shall and who shall not receive these
quotations. (Sturgis, R., 802-806.) There is no other method by
•which quotations of transactions on the exchange are obtainable.

REVIEW 0¥ EVIDENCE ON NEW YOKE STOCK EXCHANGE.

Telephone communication leading from the building in which the
exchange is located is not enjoyed by members as of right, but may
be denied in the discretion of the committee on arrangements; and
any member furnishing such communication to another member to
whom it has been denied is subject to suspension. (Ely, R., 335;
Mabon, R., 396, 397.)
A member can not be a member of any other exchange in New
York on which anv securities are dealt in that are listed on this
exchange. (Mabon, R., 402, 403, 455.)
SECTION 2.

STOCK EXCHANGE CLEARING HOUSE.

In 1892 there was established a clearing house to act—
as a common agent of the members of the exchange in receiving and delivering such
securities as may from time to time be designated by the clearing-house committees.

Upon written application approved by the committee a member
becomes entitled to make use of the clearing house, but in settlement
of transactions in only those stocks designated by the .committee as
privileged to be "cleared." (Streit, R., 864.)
The process of clearing, briefly stated, is as follows: For each sale
during the day a ticket showing buver and seller and the number of
shares sold is given to the buyer who sends it to the clearing house,
which balances the purchases of each member against his sales; and
the members who have bought more shares of a given stock than
they have sold receive from the clearing house orders for the difference
upon designated members who have sold more than they have purchased. Thus if A on a certain day has sold 8,000 shares of Union
Pacific and bought 10,000 shares, he receives from the clearing house
an order for the delivery of 2,000 shares directed to some particular
member or members who sold at least that many more shares than he
purchased on that day. No certificates of stock are ever received or
delivered by the clearing house. Obviously, this system of " clearing"
promotes speculation beyond what it would be if delivery had to be
made of certificates for the full number of shares bought and sold.
(Streit, R., 864.-866.)
SECTION 3.—MEMBERS PREFERRED CREDITORS.

In case of the insolvency of a member his obligations to other members take precedence over even the claims of a customer who has been
defrauded, so far as the exchange can control the matter by impounding the proceeds of his membership seat for the benefit of creditor
members to the exclusion of other creditors until the claims of members have been paid in full. (Mabon, R., 463, 464; Sturgis, R., 786789.)
SECTION 4.—PROCEDURE FOR LISTING.

To obtain the listing of a security upon this exchange, the issuing
corporation must make written application to the committee on
stock list showing in detail its condition and affairs, and accompanied

KEVIEW OF EVIDENCE ON NEW YORK STOCK EXCHANGE.

by a form of stock certificate or of bond and mortgage or other
security, as the case may be, and a check for the listing fee—S50 for
each $1,000,000 par value of the issue. (Ely, R., 323, 324; Mabon,
R., 409, 413.) It must also appear, among other things, that the
corporation has a transfer agent and registrar in New York City,
regardless of the place of organization or location of the business of
the corporation; that the stock certificate or mortgage or other
security, is in a form satisfactory to the committee on stock list and
contains certain provisions required by the exchange; and that the
stock certificates or bonds or other security as the case may be, were
engraved by a company approved by the governing committee.
(Ely, R., 325, 325; Mabon, R. 409, 410, 414.) There are other conditions of less importance. All are set forth in the record. (Ex. 24,
pp. 338-342.) The committee on stock list, after ascertaining
whether the application meets the requirements, makes a recommendation in the premises to the governmg committee, which makes
the decision. (Ely, R., 323, 324.) A schedule of listed securities is
furnished members daily. (Ely, R., 336.)
SECTION 5.—THE VALUE OF LISTING.

Listing on the New York Stock Exchange gives a security a wider
market and a more definite current value, making it easier to sell
and easier to borrow upon. In fact, securities are not generally
available as collateral for stock-exchange loans unless they are listed.
As stated, banks accept the quotations on this exchange as the basis
for computing how much they will lend upon given securities, the
practice being to value the securities at 10 points below the quotations and lend 80 per cent of such valuation. (Mabon, R., 371, 466;
Pomroy, R., 473, 474, 483; Turner, R., 756.)
That such listing, therefore, adds very materiallv to the value
of a security was testified to by Mr. Mabon and Mr. Pomroy.
Mabon (R., 371):
Q. So that you realize, do you not, the importance to the security of a company
and to its value of having its stock listed on the regular list of the stock exchange?
A. In the main, I do; yes.
*
*
*
*
*
*
*

Pomroy (R.; 473):
Q. You do not question the great value of a listing of a stock on the exchange, do
you?
A. Oh, no, sir.
Q. You know it makes it available as collateral?
A. Certainly.
Q. And that gives it a salability and a ready market?
A. More salability and a more ready market than if it were not listed en the
exchange; yes, sir.

That this is the general view is shown bv the fact that out of many
millions of securities put out within the fast five years by the grea*t
interstate corporations, the only issue not listed "on the New York
Stock Exchange, according to the recollection of its president, was
one of short-term notes of the Erie Railroad amounting to $10,00'),000;
and by the further fact that in advertisements and circulars describing securities offered for sale it is always stated as an inducement to
purchasers that they are listed on the New York Stock Exchange
when such is the case. (Mabon, R., 410, 413.)

EEVIEW OF EVIDENCE ON NEW YOEK STOCK EXCHANGE.
SECTION 6.

UNLISTED DEPARTMENT.

Until 1910, when it was abolished, the New York Stock Exchange
maintained a so-called "unlisted" department, where dealings were
permitted in securities of corporations refusing to furnish any substantial information as to their business and which therefore could
not be admitted to the regular list. Such securities appeared in the
same table with those regularly listed and were differentiated from
them only by a star in front. (Mabon, R., 362,368.) In this manner
such active stocks as those of the Amalgamated Copper and the
American Sugar Refining Cos. were dealt in on the exchange for
many years without the public having any information regarding
their affairs. (Mabon, R., 362, 366, 367, 379, 383.) They were in
effect conducted and maintained as "blind pools." Those in control
were thus enabled more freely to use their information for speculative
purposes.
SECTION 7.

THE CONSOLIDATED EXCHANGE AND THE CUKB.

There is also in New York a much smaller market for securities
known as the Consolidated Stock Exchange, which is incorporated,
and a market called the "Curb" for securities not listed on the New
York Stock Exchange.
SECTION 8.—BOYCOTT OF CONSOLIDATED EXCHANGE.

The last named wages bitter warfare against the Consolidated for no other apparent reason than that the latter is a
competitor. It has adopted and rigidly enforces a rule prohibiting any business transactions between its members and members
of the Consolidated, and any communication by telegraph, telephone,
messenger, or otherwise, directly or indirectly, between the places
of business of its members and the places of business of members of
the Consolidated. (Ely, R., 326; Mabon, R., 388.) Following the
adoption of this rule members of the Consolidated Exchange having
accounts with the New York Stock Exchange were required to close
them out. (Heim, R., 756; Ober, R., 776; Dietz, R., 779; Jarvis, R.,
780.) A member violating the rule is punished by suspension,
usually for one year, during which time neither he nor his partners,
if any, can execute orders on the exchange nor employ other members
to do so and divide the commissions. (Ely, R-, 327; Mabon, R., 388,
389.) So far-reaching is this prohibition that a member of the
Consolidated Exchange owning securities listed only on the New
York Stock Exchange could not sell them there, and therefore would
be without a market except by private sale. (Ely, R., 329. 330;
Mabon, R. 386.) The president of the New York Stock Exchange
admitted that the purpose of the rule is to drive the Consolidated
out of business (Mabon, R., 387):
Q. Do you not regard that as a most oppressive and unjust rule?
A. I do not.
Q. How do you justify it? You are the president of the stock exchange. We
would like to know now you justify it.

REVIEW OF EVIDENCE ON NEW YOEK STOCK EXCHANGE.

A. I justify it by the fact that the Consolidated Exchange is an organization
that is a rival organization of our own, and this is a business that we have and is
a business that we should be able to keep. I do not see any reason why we should
not strengthen our institution as much as we can.
Q. But do you not keep all that business when your own listed stocks are sold
on your own exchange through your own brokers?
A. What business?
Q. The business to which you refer. It does not take any business away from
you, does it, for a member of the Consolidated Exchange to sell through your
exchange stocks that are not listed on his exchange; but it gives you business, does
it not?
A. Yes.
Q. And your refusal to take it really takes away business, does it not?
A. Yes.
Q. But you are willing to take away business, you are willing to drive away
business, are you not, in order to prevent a man who is a member of another exchange
from doing any business at all, and to drive him out of business?
A. Yes.

The committee can find no justification for the methods adopted
by the New York Stock Exchange to exterminate its weaker rival.
SECTION 9.—CONDITIONS ON WHICH STOCK EXCHANGE MEMBERS MAY
TRADE ON THE CURB.

Members of the New York Stock Exchange may engage in transactions on the "curb" so long as no issue of securities dealt in on the
former is allowed to be dealt in on the latter. When an issue theretofore dealt in on the "curb" is listed on the New York Stock Exchange, trading therein on the former must cease, or reprisals from
the latter may be expected. (Mabon, R., 460-462.) Some of the
more important mining shares have recently been so transferred from
the one market to the other. (Mabon, R., 461.) The "curb" lives
by the mere sufferance of the exchange, and only so long as it meekly
permits to be taken from it such business as the exchange concludes
to take unto itself.
SECTION 10.

THE ENGRAVING MONOPOLY.

As stated, one of the requirements for listing is that the stock certificate or bond must be engraved by a company approved by the
governing committee. (Ely, R., 326.) This is so even as regards
government and municipal bonds. (Mabon, R., 391.) Indeed, the
bonds of the city of New York are denied listing because not engraved
by a company so approved. (Mabon, R., 391.) Observe that it is
not the engraving which must be approved—that would be proper,
but those doing it. Since virtually all important issues are sought
to be listed on the New York Stock Exchange, this requirement
enables the latter to create a monopoly of the business of engraving
securities, and it has done so by confining its approval practically to
one concern—the American Bank Note Co. and its affiliated companies, in which many members of the exchange and of powerful
banking houses are financially interested. (Kendall, R., 898-900;
Ex. 126, R., 900, 927.)
In response to recent protests and following a suit for damages by
the New York Bank Note Co. against the members of the exchange,
an attempt has been made to create an appearance of competition

REVIEW OP EVIDENCE ON NEW YOEK STOCK EXCHANGE.

which your committee, however, finds to be a mere pretext. The
boycott against the New York Co., one of the reasons for which, as
stated by the president of the exchange, is that the New York Co. has
sued the members for conspiring to ruin it (Mabon, R., 391,392), seems
to your committee without justification or excuse.
SECTION 11.

ENFORCING UNIFORM COMMISSIONS.

The exchange enforces a uniform commission for buying and selling
of one-eighth of 1 per cent for each $100 of par value—that is, both
the broker buying and the broker selling must make this charge,
regardless of the market value of the security. (Mabon, R., 389.)
Under this rule a share of stock that sells at $5 must pay 25 cents on
each transaction, whilst a stock selling at $200 pays no more. Government and municipal securities, however, are exempted. There is
a special rate for mining stocks having a market value of $10 or less
per share. (Mabon, R., 391.) Members buying for their own account
are charged a lower rate. (Mabon, R., 391.) Every conceivable
device for departing from the prescribed rate is prohibited under the
most severe penalties. (Mabon, R., 392, 393.)
As stated by Mr. Sturgis, a former president of the exchange,
since 1876 a governor, and now the chairman of the law committee
(R., 840, 841):
The violation of the commission law we regard as one of the most infamous crimes
that a man can commit against his fellow members in the exchange, and as a gross
breach of good faith and wrongdoing of the most serious nature, and we consider
it a crime that we should punish as severely as, in the judgment of the governing
committee, the constitution permits.
*
*
*
*
*
*
*
Q * * * BJU the breach of that rule (referring to the rule for uniform commiwdons) by a broker you consider the most heinous crime he can commit?
A. It is absolute bad faith to his fellow men.

The rule is rigidly enforced by suspension from one to five years
for a first violation and expulsion for a second. (Mabon, R., 389,
390.) The acknowledged object is to prevent competition amongst
the members. (Mabon, R., 401, 402, 408.)
SECTION 12.

STRIKING SECURITIES FROM THE LIST.

The constitution of the exchange provides that the committee
on stock list—
shall have power to direct that any such securities or temporary receipts be taken
from the li^t and further dealings therein prohibited;

and that the governing committee—
may suspend dealings in the securities of any corporation previously admitted to
quotation upon the exchange, or it may summarily remove any securities from the
fist. (Mabon, R., 465, 466.)

A regulation dated March 27, 1895, further provides that—
Whenever it shall appear to the committee on stock list that the outstanding amount
of any security listed upon the stock exchange has become so reduced as to make
inadvisable further dealings therein upon the exchange, the said committee may
direct that such security shall be taken from the list and further dealings therein
prohibited. (Mabon, R., 466.)

EBVIEW OF EVIDENCE ON NEW YORK STOCK EXCHANGE.

Acting under this authority, the governing committee and the
committee on stock list have frequently removed securities from the
list. (Mabon, R., 466, 467; Pomroy, R., 473.) Stocks have been so
removed on the ground of an insufficient amount outstanding simply
because a large proportion of the issue has been acquired by some
other corporation. (Mabon, R., 406, 467.)
It follows from what has been said of the value of listing that
taking a security from the list injures the holders by depriving them
in large part of a market and making borrowing upon such security
more difficult.
Mabon (R., 466):
Q. We have already discussed the privilege of having the stock on the list, have
we not?
A. Yes.
Q. And there is no question about its great value and advantage in the ordinary
run of cases. When a security is once upon the regular list and is an active security,
and is being taken as collateral in the banks, and is therefore readily the subject of
loans, it is a severe loss to the investor to have it taken from the list, is it not?
A. I should say so.
•
*
*
•
•
*
•

Pomroy (R., 474, 483):
Q. If a stock is upon the list and has been an active stock on the list, you realize,
do you not, that its removal from the list is a great hardship upon the owners of
that stock?
A. I do.
*
*
*
*
*
*
*
A. On the question of the removal of stocks from the list, the governing committee
realizes that the question of removing a security from the list is a very Berious one.
As I have testified, we realize that it deprives a stock of a certain amount of its
value, and of its borrowing power, and therefore they consider each case very carefully before the move takes place.

Obviously, therefore, the effect of prohibiting further dealings in
the stock of a corporation when the great bulk of it has been acquired
by one person, group, or corporation, is, whether intentionally oi not.
to coerce small stockholders into selling out to the majority holders.
Striking illustrations of the operation of this regulation were
brought out at the hearings. Thus, on the reorganization of the
Southern Railway Co. by J. P. Morgan & Co., a majority of its stock was
placed in a voting trust, which deprived the stockholders of all representation and voting powers and vested the absolute control of the
company in the trustees, J. P. Morgan, George F. Baker, and Charles
Lamer, who, upon the transfer of the stock into their names, issued
the usual trust certificates, which were listed and traded in on the
exchange instead of the stock certificates. When this voting trust
expired in September, 1902, the trustees, through J. P. Morgan &
Co., requested certificate holders to extend the trust and not
require the surrender of their stock, which would have restored to
the stockholders their control over the property. New trust certificates were issued to those assenting to the extension, and these were
listed on the exchange. In March, 1903, the old trust certificates
were removed from the list, although there were at that time, which
was six months after Messrs. Morgan had requested the extension of
the voting trust, certificates representing 183,938 shares, whose holders
were apparently unwilling further to resign their voting powers.
The result was that those not assenting to the extension of the trust,
and hence not taking new trust certificates, found themselves with

EEVIEW OP EVIDENCE ON NEW YOBK STOCK EXCHANGE.

a security not listed on the exchange, and, therefore, without a ready
market and not available as collateral. (Pomroy, R., 474-477; Ex.
224, R., 1955.) The listing of the extended certificates and the removal from the list of the old ones, whether so intended or not, operated as a means of coercing the holders of these 183,938 shares into
exchanging their old certificates in order to get a listed security
which could be sold or made available for borrowing purposes. It is
now 19 years since that voting trust was created, and it has not yet
been dissolved.
Again, in the development of the Tobacco Trust, those who were
in control of the management organized a new company known as the
Consolidated Tobacco Co., to the stock of which they alone were
permitted to subscribe. They paid in 25 per cent of the $30,000,000
capital, and thereupon offered its 4 per cent bonds at par in exchange
for the shares of the old American Tobacco Co. and the Continental
Tobacco Co. at 200 and par, respectively. The bonds had no security behind them other than the stock that was being received in exchange and the subscriptions to the stock of the Consolidated Co.
The exchange having proceeded until the Consolidated Co. had acquired all but 11,357 snares of the common stock of the old American
Tobacco Co., the Morton Trust Co., whose vice president, Mr. Thomas
F. Ryan, was one of the dominant factors in the Tobacco Trust,
requested that this issue be taken from the list. The request was
granted. The manner and effect of the removal in this instance are
thus stated in the testimony of Mr. Pomroy (R., 480, 481):
Q. Let us have the documents on which you based that. The effect of that transaction of the Consolidated Tobacco Co., as to every American Tobacco Co. stockholder that went into it, was that that stockholder got 4 per cent bonds for his own
stock at a rate of 200 for his stock.
A. Yes; I presume those were the terms.
Q. And the stock was paying 8 per cent then and was earning about 30 per cent?
A. I do not know.
Q. Do you not know the facts?
A. No, sir.
Q. Do you not know that the old American Tobacco Co. stock got to be worth a lot
of money?
A. Oh, yes; I saw the quotations in the papers.
Q. It went to 50v or 600?
A. It went to a good price, I know.
*
*
*
*
*
*
*
Q. Do you mean to tell us that was all you had upon which you based your action in
excluding this stock from the list?
h. I would not say that is all. It is all that I can recall at the present moment.
Q. Nothing but assertions of the assistant secretary of the Morton Trust Co. and
of the secretary; is that right?
A. Yes.
Q. Did you know who was in control of the Morton Trust Co.?
A. No.
Q. You never heard of that? You never heard that Mr. Thomas F. Ryan was in
control?
A. I saw by the letterhead that Thomas F. Ryan was vice president.
Q. Did you not know that he was the controlling man?
A. No.
*
*
*
*
*
*
*
Q. And you concede that it was a distinct injury to the outstanding stockholder to
have his stock removed?
A. I concede that it was an injury; yes.
Q. I will read into the record a resolution of January 21, 1902, or, that is, the
entry in the minutes of the meeting of that day.

REVIEW OF EVIDENCE ON NEW 10KK STOCK EXCHANGE.

Letter from the Morton Trust Co. states that there are only 11,357 shares of the common stock o£ the American Tobacco Co. actually outstanding.
The committee thereupon voted that the stock be stricken from the list on the 27th.

The effect of this action was to further the schemes of the promotors of this enterprise to take from the stockholders their equity
and transfer that equity into the pockets of the promoters. When
that stock was stricken from the list it ceased to be readily available
as collateral, as it had lost its market quotation. Its best market
thereafter was manifestly among the insiders, who understood its
intrinsic value.
The holders of this stock, as did the holders of Southern Railway
securities and of a number of others that have been striken from the
list, presumably made their purchases while the securities were listed.
They did nothing to forfeit their right to have them remain on the
list and thereby keep the market they had when they acquired their
holdings. Yet without reason or notice the holders find themselves
confronted with the alternative of selling at a price fixed by the
purchaser or having their market destroyed.
SECTION 13.—REHYPOTHECATION OF CUSTOMERS' SECURITIES.

The exchange has no rule prohibiting members from pledging the
securities purchased for the account of a customer for a larger amount
than is owing thereon, and the thing is constantly being done. (Sturgis, R., 794; Wollman, R., 1787.) It has, strange to say, grown to
be a recognized business custom on the part of brokers in dealing
with their customers' property that is pledged with them. In obtaining loans a broker will mix the securities offered by him as collateral without considering to whom they belong or the amount
owing upon them by the customer. For example, as collateral for a
given loan a broker will pledge indiscriminately securities purchased
for the separate accounts of A, B, and C, and the amount he borrows
will not be limited to the amount owing to him if he can obtain more.
(Sturgis, R., 796-799.) As a result, if the broker fails, the customer
can not get his securities by paying what he owes upon them; he
must pay the entire loan or lose them. (R., 799.) Experience has
shown that in such cases he loses his equity.
Even where securities held for a customer have been wholly paid
for, no rule of the exchange specifically prohibits their use as collateral, although members doing so may be proceeded against under
the rules punishing fraudulent acts and conduct detrimental to the
exchange. (Sturgis, R., 795, 796.)
SECTION 14. UNWHOLESOME SPECULATION.

But it is in respect of the extent and character of the speculation
in securities for which it is the agency that the New York Stock
Exchange touches most vitally the affairs of the people of the entire
country. This subject was investigated in 1909 by a committee on
speculation in securities and commodities appointed by Gov. Hughes,
of New York, and its complete report is annexed to the record as
Exhibit No. 27. That committee had. however, no power to sub

KEVIEW OF EVIDENCE ON NEW YORK STOCK EXCHANGE.

poena witnesses or to send for books and papers. It was compelled
to rely largely on statements formulated by the governors of the
exchange in consultation with their counsel in answer to written
questions. While opinions will differ as to the wisdom or adequacy
of the recommendations of that committee, its distinguished personnel
and exceptional qualifications are a guaranty of the thoroughness
and accuracy of its findings of fact.
It found, among other things, that—
It is unquestionable that only a small part of the transactions upon the exchange
is of an investment character; a substantial part may be characterized as virtually
gambling.
The rules of all the exchanges forbid gambling * * * but they make so easy a
technical delivery of the property contracted lor that the practical effect of such
speculation, in point of form legitimate, is not greatly different from that of gambling.
Contracts to buy may be privately offset by contracts to sell. The offsetting may
be done in a systematic way, by clearing houses, or by "ring settlements." Where
deliveries are actually made, property may be temporarily borrowed for the purpose.
In these ways, speculation which has the legal traits of legitimate dealing may go on
almost as freely as mere wagering, and may nave most of the pecuniary and immoral
effects of gambling on a large scale.
A real distinction exists between speculation which is carried on by persons of
means and experience, and based on an intelligent forecast, and that which is carried
on by persons without these qualifications. The former is closely connected with
regular business. While not unaccompanied by waste and loss, this speculation
accomplishes an amount of good which offsets much of its cost. The latter does but
a small amount of good and an almost incalculable amount of evil. In its nature it
is in the same class with gambling upon the race track or at the roulette table, but is
practiced on a vastly larger scale. Its ramifications extend to all parts of the country. It involves a practical certainty of loss to those who engage in it. A continuous
stream of wealth, taken from the actual capital of innumerable persons of relatively
small means, swells the income of brokers and operators dependent on this class of
business; and in so far as it is consumed, like most income, it represents a waste of
capital. The total amount of this waste is rudely indicated by the obvious cost of
the vast mechanism of brokerage and by manipulators' gains, of both of which it is a
large constituent element. But for a continuous influx of new customers, replacing
those whose losses force them out of the "street," this costly mechanism of speculation
could not be maintained on anything like its present scale.

That in large measure transactions in shares on the New York
Stock Exchange are purely speculative is also evidenced by the high
ratio of the sales of a given stock, during very short periods, to the
total amount listed, and, further, by the gross disproportion between
the number of shares sold and the number transferred on the company's books within stated periods, such transfers measuring in at
least a rough way the purchases for investment.
With respect to dividend-paying stocks this method of arriving at
the proportion of transactions on the exchange that is speculative
errs largely on the side of conservatism. It includes as investment
buying the large number of transfers that are made from one brokerage house to another in execution of purely speculative transactions.
These facts are brought out by a series of tables and charts contained in the record, comparing month by month, since 1906, the
number of shares sold of various corporations and the number transferred and the total number listed on the exchange. There are also
supplemental tables showing the sales day by day during the most
active months. (Exhibits 74 to 108, inc., R., 1120-1178.)
The corporations selected for the purpose are Reading Co., United
States Steel Corporation, Amalgamated Copper Co., Union Pacific
Railroad Co., American Can Co., Rock Island Co., American Smelting
& Refining Co., Columbus & Hocking Coal & Iron Co., Erie Railroad

REVIEW OF EVIDENCE ON NEW YOBK STOCK EXCHANGE.

Co., Consolidated Gas Co., Brooklyn Rapid Transit Co., Colorado
Fuel & Iron Co., California Petroleum Co., and Mexican Petroleum
Co.
The shares of the two last-named companies were only listed within
the past year.
These tables and charts are annexed to this report as Appendix D.
No adequate descriptive analysis of them can be made.
Stating the results shown, only in the most general way, it appears
that there has not been a year since January 1, 1906, when the Reading Co.'s entire common stock issue listed and subject to sale was not
sold at least 20 times over and from that on up to 43 times; that
in a single month of that period it was sold 6 times over and that in
only 2 months of the entire period was it sold less than once over
in a single month; and that although it is a dividend-paying stock
the number of shares transferred on the company's books averaged
for the period 8.6 per cent of the shares sold.
Summarily stated, it further appears that in each year since January 1, 1906, the entire listed common stock issue of the United States
Steel Corporation has been sold 5 times over each year on the average, while the number of shares transferred on the company's books
has averaged 25 per cent of the number sold;
That in the same period the entire common-stock issue of the
Amalgamated Copper Co. has been sold 8 times over each year on
the average, while the number of shares transferred has averaged
about 20 per cent of the number sold;
That since January 1, 1906, the entire listed common-stock issue
of the Union Pacific Railroad Co. has been sold 11J times over each
year, while in 1912 the number of shares transferred was only 16 per
cent of the number sold;
That in 1912 the entire listed common stock of the American Can
Co. was sold 8$ times over, while the number of shares transferred
was 25 per cent of the number sold;
That since January 1, 1906, the entire listed common-stock issue of
the Rock Island Co. has been sold twice over each year on the average,
while the number of shares transferred has averaged little more than
27 per cent of the number sold;
That since January 1, 1906, the entire common-stock issue of the
American Smelting & Refining Co. has been sold twelve times over
each year on the average, while the number of shares transferred has
averaged about 18 per cent of the number sold;
That since January 1, 1906, the entire listed common-stock issue of
the Erie Railroad Co. has been sold more than twice over each year
on the average, while the number of shares transferred has averaged
only 30 per cent of the number sold;
That since January 1, 1906, the entire listed common-stock issue of
the Consolidated Gas Co. has been sold more than once over each year
on the average, while the number of shares transferred has averaged
only about 40 per cent of the number sold;
That since January 1, 1906, the entire listed common-stock issue of
the Brooklyn Rapid Transit Co. has been sold six times over each year
on the average, while the number of shares transferred has averaged
23 per cent of the number sold;
That since January 1, 1903, the entire listed common-stock issue of
the Colorado Fuel & Iron Co. has been sold five times over each year

REVIEW OF EVIDENCE ON NEW YORK STOCK EXCHANGE.

on the average—in 1906, 18 times over—while the number of shares
transferred has averaged less than 20 por cent of the number sold;
That in October, 1912, the first month during which the common
stock of the California Petroleum Co. was listed, the entire issue was
sold more than three and one-half times over; and
That in the seven months from April (when it was listed) to October,
1912, the entire common-stock issue of the Mexican Petroleum Co.
was sold nearly nine times over.
Customers of members of the exchange are not required to pay
more than 10 per cent of the purchase price of securities. A member
of one of the largest brokerage houses in New York testified that 90
per cent of its business was done on that basis. (Wollman, R., 1787.)
Of course, the smaller the margin required, the larger the number of
shares a given sum will purchase and the wider the circle of people
who will be engulfed in speculation.
Such excessive and indiscriminate speculation in stocks as is thus
shown to be conducted on the New York Stock Exchange is not only
hurtful in the way that all public gambling is hurtful, but in addition
it withdraws from productive industry vast quantities of capital.
Statements compiled by accountants for the committee based on
data obtained from only 32 of the banks and trust companies of New
York City, members of the New York Clearing House Association,
show that on November 1, 1912, these institutions, for themselves
and for their out-of-town correspondents, had outstanding loans on
stock-exchange collateral amounting to $766,795,000. (Niven, H.,
955, 956; Ex. 133, R. 1192, 1193.) This apparently represents a
substantial part of the sum required to carry stocks bought on margin
on the New York Stock Exchange, but by no means measures the full
extent. The calculation includes less than one-third of the total
number of banks and trust companies of New York City, although it
embraces most of the important ones. But it takes in none of the
great international banking houses that are lenders for their own as
well as for foreign account, nor does it include any of the large financial institutions of neighboring cities that lend on the exchange or
through brokers, nor the many loans of this character made by individuals in one way or another. It is impossible upon the data before
us reliably to estimate the full extent of the funds of the country employed in Wall Street speculation.
Of the amount stated, $240,480,000 was lent directly for the account
of out>of-town banks by the institutions named, in addition to the
sums that these out-of-town banks withdrew from their New York
correspondents for the same purpose, attracted by the high, rates
offered. (Niven, R., 956.) And this at a time when money was
needed for crop-moving and other legitimate commercial purposes.
That a check upon speculation is not only advisable but necessary
is evident from the statement of Mr. Sturgis on that subject (R., 834):
Q. We are speaking of transactions that are made by members of your exchange
in the way of short selling. Would not their books show whether or not they were
selling short?
A. If the broker is operating for his own account, yes.
Q. And you say from a quarter to a half of the transactions on the exchange are
for the broker's own account?
A. We agreed upon a third, I think.

REVIEW OF EVIDENCE ON NEW YOBK STOCK EXCHANGE.
SECTION 15.—MANIPULATION.

A very important phase of speculation on the New York Stock
Exchange is the manipulation of prices up or down, as desired, without
regard to the real value of the securities, and the creation of a false
appearance of activity in particular stocks. Besides inciting, as
intended, popular speculation, which rather should be discouraged,
this practice prevents the exchange from faithfully reflecting the
current value of securities—one of its true functions—and gives
those controlling great supplies of capital a further power over the
enterprises of the country, since the credit of corporations in no
small degree is affected by the prices of their securities.
A favorite device of manipulation consists in the giving of simultaneous or substantially simultaneous orders by the same person
or persons to buy and sell the same stock. In this way the market
for a stock is given a false appearance of activity, the object being to
draw the public into the speculation.
That prices on the exchange are artificially raised or lowered through
the concentration of buying or selling orders, as the case may be, and
that unreal appearances of activity are created through the giving by
the same person or persons of simultaneous orders to buy and sell
particular stocks, is not only admitted by officers of the exchange,
but justified by them; provided only that the transactions are not
purely fictitious—that is, so arranged that in reality the operator
would be buying from and selling to himself.
Thus, Mr. Sturgis testified as follows (R., 808, 810, 811, 812):
Q. If a member of the exchange gives to one broker an order to buy 1,000 shares
of stock and an order to sell 1,000 shares of the same stock, and both these orders are
executed
A. By different brokers?
Q. By different brokers.
A. And a commission paid?
Q. And a commission paid, which seems to be important
A. Very.
Q. (Continuing.) That you consider a perfectly legitimate transaction?
A. That is not illegitimate.
Q. You think it is legitimate?
A. I do; providing, as I said here in this article, there is no knowledge and that
the orders are given in equally good faith, with no collusion between the two parties.
*
*
*
*
*
*
*
Q. * * * Now, will you not tell us whether or not, when you were active in
business, it was not then, as it is now, a common experience for pools and syndicates
to manipulate the prices of a stock for the purpose of getting a higher level, or a lower
level sometimes—sometimes to manipulate them for a higher level and sometimes to
manipulate them for a lower level of prices?
*
*
*
*
*
*
*
A. I understand that he has testified in that regard, in saying that from all that he
has heard, and the experience that he has had there, «uch things have been done.
That is what he hag answered. That is exactly what he has said.
Q. If lie says that, very well, then. That is all we want.
A. That is what I have said.
Q. I understood you just to say that it was only hearsay evidence.
A. It is true of all expert testimony •
Q. That is all we care about, then. You consider that sort of an operation legitimate, do you?
A. I think I have answered that question.
Q. Will you not answer it again?

REVIEW OF EVIDENCE ON NEW YORK STOCK EXCHANGE.

A. So far aa my answer is concerned in the book
Q. No, Mr. Sturgis, please do not
A. Yes.
Q. Very well; that is an answer. How do you justify as legitimate the transactions of a pool or syndicate in giving out buying and selling orders to brokers for
the purpose of lifting the price of the stock or of depressing it?
A. Those are the acts of individuals. I can not be responsible for what thousands
of people throughout this country do.
Q. Do you seek to justify it?
A. It depends entirely upon circumstances. I have already said that under
certain conditions, orders given out, commissions paid, no collusion whatsoever, the
broker who buys not having the slightest idea where the order comes from that the
broker executes to sell—I say it is not an illegitimate transaction.
*
*
*
*
*
*
*
Q * * * will you be good enough to answer that question? Is not the operation, at times, resorted to to depress prices, and at other times to lift prices?
A. Yes; I can consistently answer that.
*
*
*
*
*
*
*
Q. You approve of those transactions, do you?
A. I approve of transactions that pay their proper commissions and are properly
transacted. You are asking me a moral question, and I am answering you a etockexchange question.
Q. What is the difference?
A. They are very different things.
Q. I thought so. There is no relation between a moral question, then, and a
stock-exchange question?
A. Sometimes.

Mr. Keppler, another governor of the exchange, gave similar
testimony. (R., 855.)
The practices thus approved by the authorities of the exchange
not only deceive the great body of the public as to the true state of
the market and whet their appetite for speculation, but debase and
make impossible of fulfillment the high office of the exchange as a
register of the current values of securities, and draw from the channels of legitimate trade and commerce millions of the country's
capital.
Columbus & Hocking Goal & Iron pool.—Perhaps the most notorious instance of manipulation in recent years was the operation in the
stock of the Columbus & Hocking Coal & Iron Co., conducted by a
pool of which James R. Keene was manager.
A pool is an agreement between named persons of firms to buy or
sell within a stated period and in stated proportions, not exceeding a
certain number of shares of a particular stock.
A manager is appointed, who alone is authorized to direct the
buying and selling for the account of the pool.
He is the gentleman who manipulates the stock, giving the buying and selling
orders. (Morse, R. 710.)
If he merely wishes to make a stock appear active, he gives buying and selling orders
in about equal volume; if he wishes to put up the price, he gives an excess of buying
orders; if he wishes to depress, he gives an excess of selling orders. (Morse, R. 710, 711.)

A member is prohibited, of course, from selling or buying for his
own account any shares of the stock in question so long as the pool
is in existence.
This particular pool, which was formed in March, 1909, was composed or 10 stock exchange firms and James R. Keene, who, as stated
was also the manager. (Morse, R., 711, 712.)

KEVIEW OF EVIDENCE ON NEW YORK STOCK EXCHANGE.

The effect of the operations of the pool upon the activity and price
of the stock can be seen at a glance from a table and diagram in
in the record. (Exs. 92 and 93, R., 1149,1151.) In February, 1909,
immediately preceding the formation of the pool, 8,650 shares of the
Hocking stock were traded in out of a total issue listed of 69,304
shares. InMarch, when thepool began operations, 143,490 shares were
traded in—more than twice the entire amount listed—while the price
was forced up from 24 to 45. Thereafter, with less activity, the price
was worked up through a calculated adjustment of buying and selling
orders until it reached 92J in January, 1910. There was no warrant
for any such price, as the company was earning only one-half of 1 per
cent on its capital. (Sturgis, R., 848.)
A statement from the books of one of the brokers employed by the
pool, showing his purchases and sales of the stock dav by day from
November 12, 1909, to January 18, 1912, was furnished vour committee. His total purchases in that period were 9,000 shares and
sales 8,800 shares. (Criss, R., 912; Exs. 127, 128, 129, R., 1183.)
To illustrate the method of operations, on a typical day he received
orders to buy 200 shares at 871 and at each I down, and to sell 200
shares at 90 and at each \ up. (Criss, R., 911.)
Finally, on January 19, 1910, the stock was offered for sale in such
volume that the pool could not absorb it, and on sales of 30,000
shares—nearly half the total number listed—the price broke in a few
hours from 88 to 25, dragging to failure the stock exchange firms of
Lathrop, Haskins & Co. and J. M. Fiske & Co., members of the pool,
and Roberts, Hall & Criss, Mr. Criss being the "specialist" in the
stock who had been engaged to execute orders for the pool. (Morse,
R., 712, 713; Popper, R., 907, 908; Criss, R., 910, 911.) Mr. Criss
thus testified as to the cause of the collapse (R., 910, 911):
Q. You bought 14,000 shares the last morning?
A. Yes.
Q. You were trying to keep up the market?
A. I was trying to support the market; yes.
Q. Where did all the stock come from?
A. It came in gradually at first, and after a while it seemed to come from all over the
face of the earth. I could not say.
Q. Then you had to stand from under, did you?
A. I stayed there until they canceled my order, when I stopped trading in the
stock. I bought only 100 shares under 70.
Q. Then you were swamped?
A. Yes, sir.
Q. And your firm went under as a result of that?
A. As a result of that; yes.
Q. Did you gather from this flood of selling orders that somebody on the inside was
selling out the pool?
A. I thought something like that, sir.
Q. You know stock-exchange indications, do you not?
A. Well, yes.
Q. You know the danger signals?
A. I knew something was wrong, but I could not help but obey my order.
Q. Finally, what transpired with respect to the subject?
A. Will you explain just what you mean?
Q. I mean, what did you finally ascertain was the cause of the breaking of
the pool?
A. That Lathrop & Haskins failed and that somebody leaked on the pool. We
said somebody had leaked on the pool.
Q. Somebody leaked?
A. Leaked pretty heavily.
Q. Did you find out who it was who had sold out the pool?

BEVIEW OF EVIDENCE ON NEW YOKK STOCK EXCHANGE.

A. There has always been rather a mystery about it. Eventually Mr, Keene
settled.
Q. What is that?
A. Eventually we made a settlement with Mr. Keene, so I had my own opinion
of the matter.

Subsequently the stock disappeared from the trading list after its
price had fallen to $2 a share. (Morse, R., 713.) How much of it
was unloaded on the public as the price was rising there is no way of
ascertaining. (Morse, R., 716, 717.)
That the authorities of the exchange were aware of this operation
while it was in progress is shown by the fact that the firm most prominently engaged in it on the floor of the exchange was "twice cautioned" by the president at the request of the law committee.
(Sturgis, R., 845.)
Having this knowledge it would have been an easy matter for the
law committee and the governing committee, under their power to
inquire into the dealings of members and to make examinations of
their books (Const., Art. XI, subd. 9; Art. XVII, sec. 7), to discover
all those engaged in the operation and stop it. The accountant for
the receiver in bankruptcy of one of the failed firms, with more
limited facilities for examination, was able to uncover the "wash
sales" and other manipulative transactions and the brokers who
executed them. (Morse, R., 714-716.)
More remarkable even than the neglect of the authorities of the
exchange to stop this operation when they knew it was going on was
the theory on which they inflicted punishment after the pool collapsed. Of the 9 or 10 firms engaged in the pool, only the ones
that failed were punished. They were expelled from the exchange.
The others were neither expelled nor suspended, but merely "censured." Thus the punishment was inflicted, not for the character of
the operations, since all were equally culpable in that regard, but for
becoming insolvent in consequence of dealing beyond one's means.
This was admitted by Mr. Sturgis (R., 846):
Q. I should like to know why you should expel two members of a pool out of
seven stock exchange firms for doing the same thing that the other five did simply
because those two happened to fail at it.
A. Because they went away beyond their means.

Mr. Sturgis further stated that the members of this pool who did
not fail were not punishable under the constitution of the exchange
for the character of operations in which they engaged and that he
did not think they ought to be (Sturgis, R., 846, 847):
Q. Do you mean to say that the things these seven firms did were not punishable
under the constitution?
A. No; they were not punishable.
Q. Do you not think they ought to be?
A. We have not thought so heretofore.
Q. Do you not think so?
A. I do not think so; no.

Yet had they executed an order for a customer at less than the rate
of commission fixed by the exchange, or held communication with a
member of the consolidated exchange, they would have been punishable by suspension for not less than a year for the first offense and by
expulsion for the second.
80519°—H. Rept. 1593, 62-3

EEVIEW OF EVIDENCE ON NEW YOBK STOCK EXCHANGE.

The Rock Island "episode" of December 27, 1909.—Another notable
instance of manipulation brought out in the testimony occurred onDecember 27, 1909, when a firm of brokers, by direction of a leading
figure in the financial world, gave orders to each of 20 brokers to
buy at the opening of the market 2,000 shares of the common stock
of the Rock Island Co., a holding corporation, controlling the Chicago,
Rock Island & Pacific Railroad. (Mabon, R., 394, 395, 398, 399.)
The price immediately rose 30 points, falling the same amount after
the orders were executed, which was on the same day and only a few
hours after the "operation" began. (Mabon, R., 398.)
A special committee of the exchange appointed to investigate this
operation found—
That said firm, and the members thereof, should have known, and must have known,
that the execution of such an order in such a manner could serve no proper or legitimate
purpose, but that the same would result in confusion, panic, and loss, and would
create a fictitious condition of the market in the same stock, thus depri\ing the quotations of transactions upon the exchange of their value as standards of the real market
value of securities. (Mabon, R., 398.)

Thereupon one member of the firm was suspended for 30 days and
another for 60 days. (Sturgis, R., 841.) This mild punishment
hardly bears out the statement of the president of the exchange
thatOne of the greatest efforts of the governors of the exchange is to stop manipulation.
(Mabon, R. 394.)

Contrast it with the penalty of suspension for four years or expulsion for charging less than the prescribed rate of commission or communicating with a member of the consolidated exchange—infractions
which, so far as the public is concerned, are not in the least harmful
and would in fact if permitted be beneficial.
The California Petroleum Go. flotation.—A typical instance of
manipulation for the purpose of stimulating speculation in a new
security is the operation in the stock of the California Petroleum Co.
begun in October last whilst this investigation was in progress and
the subject of manipulation of securities on the stock exchange was
under active discussion.
This company was organized in September, 1912, with an authorized capital stock of $32,500,000—$17,500,000 preferred and
$15,000,000 commoD—of which $11,997,024 preferred and $13,513,081
common was given in payment for the stocks of two California oilproducing companies. (Henry, R., 1251-1253.) Simultaneously, and
as part of the plan, William Salomon & Co., bankers of New York, and
associates, namely: Hallgarten & Co. and Lewisohn Bros., of New
York, and a fourth not named, for $8,215,662 in cash, purchased from
the vendors $10,000,000 of the preferred and $7,572,845 of the common stock of the California Petroleum Co., which the latter had
accepted in payment for the stock of the two producing companies,
William Salomon & Co., Hallgarten & Co., and Lewisohn Bros, each
taking 29£ per cent and the unnamed associate 12i per cent. (Henry,
R., 1253, 1255, 1270: Exs. 149-153, R.. 1261-1266.)
Thereupon the bankers, as we shall hereafter call them, formed a
syndicate in New York to underwrite $5,000,000 of the preferred and
$2,500,000 of the common stock at the price of $5,000,000. and ^old
to a London syndicate the same amount at the same price, leaving

EEVIEW OF EVIDENCE ON NEW YORK STOCK EXCHANGE.

the bankers at this point with a profit of $1,784,338 in cash and
$2,572,845 in common stock, which latter they sold at 40 and 45.
(Henry, R., 1271, 1285.)
The bankers also joined the New York syndicate, in which altogether there were 104 members, including—
(a) Three corporations affiliated with national banks—two of
them in New York, one of which had a participation of $500,000 and
the other $50,000, and one outside with a participation of $50,000;
(6) One trust company in New York with a participation of
$50,000; and
(c) Twenty-four officers of banks, among them officers of four
national banks in New York, two in Chicago, and one in Detroit,
whose aggregate participations were $535,000, the largest single
participation—$50,000—going to an officer of a Wall Street bank
which lends on stock-exchange collateral. (Henry, R., 1271-1275.)
The stock was all sold at an advance of nearly $500,000 above the
price at which it was underwritten on the day it was delivered to the
bankers—October 2, 1912—and before any appreciable number of
the syndicate had accepted the offers of participation. Thus nearly
all the underwriters, including the bank officers, got their profits
without having made any commitment; and none of them put up
any money or had to take any stock. (Henry, R., 1277, 1278.)
Air. Henry, of Salomon &Ck>., who was called as a witness in regard
to this transaction, having refused to divulge the names of the
national bank officers who received participations in this syndicate,
his contumacy was certified to the House and from there to the
United States attorney for the District of Columbia for prosecution
under sections 102, 103, and 104 of the Revised Statutes. Your
committee is of opinion that the information sought from Mr. Henry
is germane to the question, Whether national bank officers are being
influenced by any form of reward to lend the money of their banks
on newly-listed and unseasoned stocks ? It was impossible for the
Committee without knowing the identity of the banks and officers
to determine whether these participations to officers were given for
the purpose of inducing the banks they served to accept these new
securities as collateral for loans or whether they were so accepted.
The stock of the California Petroleum Co. was listed on the New
York Stock Exchange on October 5, after the portion underwritten
by the syndicate and the separate holdings of the bankers had all
been sold. (Henry, R., 1281.)
Thereafter an operation in the stock was conducted (principally in
the common) on the New York Stock Exchange by Lewisohn Bros.,
for the joint account of the bankers, for the purpose, as described, of
"making a market." (Henry, R., 1282, 1283.) Under the general
direction of Salomon & Co., Lewisohn Bros, would put in separate orders
to different brokers on the morning of every day to sell on a scale up
and to buy on a scale down, so adjusted that at the end of the day they
would have bought and sold, so far as market conditions permitted,
substantially the same number of shares. (Henry, R., 1282, 1284.)
There is in the record a table showing the purchases and sales by
Lewisohn Bros, and the prices day by day from October 5, when the
stock was listed, through the end of that month, from which it appears
that during that period of about 21 business days 163,000 snares

REVIEW OF EVIDENCE ON NEW YORK STOCK EXCHANGE.

were purchased and 172,900 sold by Lewisohn Bros, for account of
themselves and associates. (Ex. 132^, R., 1186.)
Under the influence of this operation the price of the common stock,
starting at about 62§, quickly rose to 72; it had fallen to 50 by
December. ' (Henry, R., 1285, 1286.) Mr. Henry, of Salomon & Co.,
stated that he supposed the public bought largely on the rise. (R.,
1286.)
The total purchases and sales on the exchange during these 21 days
were 362,270 shares, which was equal to over three and one-half times
the total outstanding common stock.
It should be said that Mr. Henry testified that neither his firm nor
any of the original purchasers, so far as he knew, made any profit on
the stock market operation (except, of course, Lewisohn Bros, received
the usual stockbrokers' commission), having sold their stock before
buying it. (Henry, R., 1281, 1282, 1284.) The purpose in this
case apparently was to create an appearance of activity in the stock
that would enable those to whom it had been sold to resell it to the
general public at a profit. No action appears to have been taken by
the exchange as the result of this operation, in which important
banking houses, members of the exchange, were involved.
Time did not permit nor did the committee find it necessary to
make specific proof of other cases of manipulation except as shown
by the statistics to which we have referred. These cases were selected merely as illustrative of the procedure and purposes of such
transactions.
SECTION 16.

SHORT SELLING.

In the usual acceptation of the term one sells short when he sells
stock not owned by him, but which he borrows for delivery in the
expectation that the price will fall, thereby enabling him to buy and
return the borrowed stock at a profit to himself. The operation is
not peculiar to the stock exchange, but is also familiar to the commodity markets. The extent to which it is practiced on the New
York Stock Exchange could not be definitely ascertained.
Whilst your committee has not been impressed with the contention
that short selling performs a valuable function in checking a rapid
ascent of prices, it is enough to say that there seems no greater reason
for prohibiting speculation by way of selling securities in the expectation of buving them back at lower prices than by way of purchasing
them in the expectation of at once reselling at higher prices.
That is not to say, however, that means for facilitating short
selling should be countenanced, since all speculation, whether for
the rise or for the fall, needs to be curbed rather than stimulated.
Therefore brokers should not be allowed to lend their customers'
stocks to persons who have sold short and need stock with which to
make deliveries.
The following extract from Mr. Sturgis's testimony fairly represents
the stock exchange view of short selling and the arguments that are
advanced to support it, (Sturgis R. 830, 831. S32, 833):
Q.
A.
Q.
A.

Certainly. What is the purpose of short selling?
Generally speaking, to make a profit.
To make a profit by what process?
By repurchasing the short sale at a declining price.

REVIEW OF EVIDENCE ON NEW YORK STOCK EXCHANGE.

Q. That is, by selling a security that you have nnr got and gambling on the proposition that you can get it cheaper and deliver the thing that if* sold? Is not that it?
A. That is the usual process—selling when you think the price is too high and
repurchasing when you think it has reached the proper level.
Q. But is it, or not, the process of selling a thing you have not got?
A. It is.
Q. And is it, or not, with the idea that it will go lower, or can be depressed lower,
and bought cheaper and delivered?
A. Truly.
Q. Do I understand that you regard that as legitimate and defensible?
A. Do you wish my personal expression of opinion?
Q. Yes.
A. I think it depends entirely upon circumstances.
Q. Under what circumstances would you regard that sort of short selling as
legitimate and proper?
A. I would regard it so if there was a panic raging over the country and it was
desirable to protect interests which could not be sold. I think it would be a perfectly legitimate thing to do.
Q. Let us see about that. If there was a panic raging over the country and a
man sold stocks short, would not that simply add to the panic?
A. It might. Self-preservation is the first law of nature.
*
*
*
*
*
*
*
Q. But, as I understand it, if there is a panic raging over the country, you think it is
defensible for a man to depress stocks by selling stocks ho has not got, with the idea
of adding to the panic?
A. Mr. Untermyer, if a person has property which is absolutely unsalable and he
can, so to speak, protect his position by selling something for which there is a broad
market
Q. That he has not got?
A. (continuing). I do not consider it wrong.
Q. Mr. Sturgis, let us just analyze that, because I do not think I understand you.
You do not want to be misunderstood, do you?
A. It is not my wish.
Q And I do not want you to be misunderstood. Do you mean to say that if there
is a panic raging it is a defensible thing for a man, under any circumstances, to sell
stock that he has not got, with the idea of getting it back cheaper?
A. I do think it is defensible. I certainly think it is defensible.
Q. For what purposes does he do that except to try to make money?
A. To try to save his credit, perhaps.
Q. How does he save his credit in a panic by selling stocks that he has not got.
with the idea of adding to the panic and getting them cheaper?
A. Because if he can make a profit on that sale it may repair the losses that he has
made on stocks he can not sell.
Q. I see. You know that that would simply accentuate thefiercenessof the panic,
do you not?
A. It could not be otherwise.
Q. Certainly. And his only purpose in doing a tiling of that kind in time of
panic would be to make money, would it not?
A. To protect himself.
Q. It would be to make money, would it not?
A. Yes; and that would protect him.
Q. Of course it always protects a man to make money, no matter how he makes it,
does it not?
A. Yes, sir.
Q- And that, you think, is justifiable?
A. I think under those circumstances it is.
Q. You do not want to make any further explanation of that proposition, do you?
A. I do not.
Q. Is it any more justifiable for a man to sell short in a panic than in a normal
market?
A. It depends very much upon his financial necessities.
Q. Do you regard it as justifiable in a normal market for a man to sell a thing he
has not got, with the idea of depressing prices in order to buy in the stock at a lower
level?
A. I think it is a question between a man and his own conscience.
Q. I am asking for your judgment. You have been many years in the exchange,
and you are a careful observer, and I would like to know your judgment.

REVIEW OF EVIDENCE ON NEW YOBK STOCK EXCHANGE.

A. I think a great many people deprecate it. Others approve it.
Q. Do you approve of it?
A. Vou ask me personally?
Q. Yes.
A. i never sold a share of stock short in my life.
Q. Then you do not approve of it, do you?
A. I just happen not to have done it. My private business, if you please, I beg you
to omit.
Q. I have not asked you your private business.
A. Yes; you asked me what I did myself.
Q. 1 did not ask you that, sir; I asked you what you thought about it.
Q. Do you approve of short selling in others?
A. Under what conditions?
Q. Under any conditions.
A. Yes; under some conditions.
Q. Do you approve of short selling in a normal market?
A. I will answer that question by saying it is a moral question -with the individual
himself. It is not up to me to express my opinion upon it.
Q. Do you personally approve of short selling in a normal market?
A. Not I, personally; no.
Q. You do not. And is it or not the fact that the bulk of the short selling is done
in a normal market?
A. I should say no; more often on an excited market.
Q. It is done every day, is it not?
A. Oh, yes; to some extent.
Q. And it is done in large volume, is it not?
A. At times.
Q. The stock exchange does not discourage it, does it?
A. The stock exchange does not enter into it at all.
Q. The stock exchange does not discourage short selling, does it?
A. The stock exchange takes no position in the matter at all.
Q. Has the stock exchange any rule or regulation against short selling?
A. None.
Q. Why is it not just as simple a matter for them to have a regulation against short
selling as to have a regulation against a broker splitting his commissions?
A. There is no regulation against short selling; that is all I can say to you about it.

CHAPTER THIRD.—CONCENTRATION OF CONTROL OF MONEY
CREDIT.
SECTION 1.

AND

TWO KINDS OF CONCENTRATION.

It is important at the outset to distinguish between concentration
of the volume of money in the three central reserve cities of the
national banking system—New York, Chicago, and St. Louis—and
concentration of control of this volume of money and consequently
of credit into fewer and fewer hands. They are very different things.
An increasing proportion of the banking recources of the country
might be concentrating at a given point at the same time that control of such resources at that point was spreading out in a wider circle.
Concentration of control of money, and consequently of credit,
more particularly in the city of New York, is the subject of this
inquiry. With concentration of the volume of money at certain
points, sometimes attributed, so far as it is unnatural, to the provision of the national-banking act permitting banks in the 47 other
reserve cities to deposit with those in the three central reserve cities
half of their reserves, we are not here directly concerned.
Whether under a different currency system the resources in our
banks would be greater or less is comparatively immaterial if they
continued to be controlled by a small group. We therefore regard
the argument presented to us to show that the growth of concentration of the volume of resources in the banks of New York City has
been at a rate slightly less than in the rest of the country, if that be
the fact, as not involved in our inquiry. It should be observed in
this connection, however, that the concentration of control of credit
is by no means confined to New York City, so that the argument is
inapplicable also in this respect.
SECTION 2.—FACT OF INCREASING CONCENTRATION ADMITTED.

The resources of the banks and trust companies of the city of New
York in 1911 were $5,121,245,175, which is 21.73 per cent of the
total banking resources of the country as reported to the Comptroller
of the Currency. This takes no account of the unknown resources
of the great private banking houses whose affiliations to the New
York financial institutions we are about to discuss.
That in recent years concentration of control of the banking
resources and consequently of credit by the group to which we will
refer has grown apace in the city of New York is defended by some
witnesses and regretted by others, but acknowledged by all to be a
fact.
As appears from statistics compiled by accountants for the committee, m 1911, of the total resources of the banks and trust companies in New York City, the 20 largest held 42.97 per cent; in 1906,
the 20 largest held 38.24 per cent of the total; in 1901, 34.97 per cent.

BEVIEW OF EVIDENCE ON CONCENTRATION OF CONTROL, ETC.
SECTION 3.

PROCESSES OF CONCENTRATION.

This increased concentration of control of money and credit has
been effected principally as follows:
First, through consolidations of competitive or potentially competitive banks and trust companies, which consolidations in turn have
recently been brought under sympathetic management.
Second, through the same powerful interests becoming large stockholders in potentially competitive banks and trust companies. This
is the simplest way of acquiring control, but since it requires the
largest investment of capital, it is the least used, although the recent
investments in that direction for that apparent purpose amount to
tens of millions of dollars in present market values.
Third, through the confederation of potentially competitive banks
and trust companies by means of the system or interlocking
directorates.
Fourth, through the influence which the more powerful banking
houses, banks, and trust companies have secured in the management
of insurance companies, railroads, producing and trading corporations,
and public utility corporations, by means of stockholdings, voting
trusts, fiscal agency contracts, or representation upon their boards of
directors, or through supplying the money requirements of railway,
industrial, and public utilities corporations and thereby being enabled
to participate in the determination of their financial and business
policies.
Fifth, through partnership or joint account arrangements between
a few of the leading banking houses, banks, and trust companies in
the purchase of security issues of the great interstate corporations,
accompanied by understandings of recent growth—sometimes called
"banking ethics"—which have had the effect of effectually destroying competition between such banking houses, banks, and trust companies in the struggle for business or in the purchase and sale of large
issues of such securities.
SECTION 4.

AGENTS OF CONCENTRATION.

It is a fair deduction from the testimony that the most active agents
in forwarding and bringing about the concentration of control of
money and credit through one or another of the processes above
described have been and are—
J. P. Morgan & Co.
First National Bank of New York.
National City Bank of New York.
Lee, Higginson & Co., of Boston and New York.
Kidder, Peabody & Co., of Boston and New York.
Kuhn, Loeb & Co.
"We shall describe,
First, the members of tliis group separately, showing the part of
each in the general movement and the ramifications of its influence;
Second, the interrelations of members of the group; and
Third, their combined influence in the financial and commercial
life of the country as expressed in the greater banks, trust companies
and insurance companies, transportation systems, producing and
trading corporations, and public utility corporations.

BEVIEW OF EVIDENCE ON CONCENTRATION OF CONTEOL, ETC.

SECTION 5.—J. P. MORGAN & CO.

Organization.—J. P. Morgan & Co. of New York and Drexel & Co.
of Philadelphia are one and the same firm, composed of 11 members:
J. P. Morgan, E. T. Stotesbury, Charles Steele, J. P. Morgan, jr.,
Henry P. Davison, Arthur E. Newbold, William P. Hamilton, William
H. Porter, Thomas W. Lamont, Horatio G. Lloyd, and Temple
Bowdoin. George W. Perkins was a member from 1902 until January
1, 1911. As a firm, it is a partner in the London banking house of J. S.
Morgan & Co. and the Pans house of Morgan, Harjes & Co. (Morgan,
R., 1004; Perkins, R., 1614.)
General character of business.—It accepts deposits and pays interest
thereon and does a general banking business. It is a large lender of
money on the New York Stock Exchange. More especially it acts as
a so-called issuing house for securities; that is, as purchaser or
underwriter or fiscal agent, it takes from the greater corporations their
issues of securities and finds a market for them either amongst other
banking houses, banks and trust companies, or insurance companies,
or the general public. (Morgan, R., 1004, 1005, 1007, 100S.)
Resources, deposits, and profits.—Neither the resources and profits of
the firm nor its sources of profit have been disclosed. Nor has your
committee been able to ascertain its revenues from private purchases
or sales of the securities of interstate corporations, nor from such of
them as it controls under voting trusts, exclusive fiscal agency agreements, or other arrangements or influences, nor the identity of the
banks, trust compatnes, life insurance companies, or other corporations that have participated in its security issues except where they
were for joint account.
On November 1, 1912, it held deposits of $162,491,819.65, of which
$81,968,421.47 was deposited by 78 interstate corporations on the
directorates of 32 of which it was represented. (Ex. 154, R., 1339;
Ex. 155, R., 1340.) The committee is unable to state the character
of its affiliations, if any, with the 46 corporations on the directorates
of which it is unrepresented by one or more members of the firm, as
their identity was not disclosed.
Security issues marketed.—During the years 1902 to 1912, inclusive,
the firm directly procured the public marketing of security issues of
corporations amounting in round numbers to $1,950,000,000, including
only issues of interstate corporations. (Ex. 156, R., 1341.) The volume of securities privately issued or marketed by it, and of intrastate
corporations, does not appear. Nor is there information available
of the extent to which they participated as underwriters in issues
made by banks or banking houses other than those shown on the
charts and lists in evidence.
Affiliations with Bankers Trust Co.—The Bankers Trust Co. was
organized in 1903. As part of the plan of organization the entire
capital stock, except qualifying shares held by directors, was vested
for five years by an agreement dated March 18, 1903, in three trustees, George W. Perkins, then a member of Morgan & Co., Henry P.
Davidson, then vice president of the First National Bank of New
York and since January 1, 1909, a member of Morgan & Co., and
Daniel G. Reid, then vice president of the Liberty National Bank
and a director in the United States Steel Corporation and of other
affiliated corporations, who were authorized to vote the same for all

REVIEW OF EVIDENCE ON CONCENTRATION OP CONTROL, ETC.

corporate purposes and especially for the election of directors and in
favor of the acquisition of other trust companies. (Ex. 54, E., 656;
Davison, K., 1815-1817.) On March 18, 1908, the agreement was
renewed for a further period of five years. Before the expiration of
that extension a new agreement was made, dated March 9, 1912,
substituting George B. Case, of counsel for the company, as voting
trustee in place of George W. Perkins, who had retired from the firm
of Morgan & Co. Apparently Mr. Case was proposed by Mr. Davison,
whose personal counsel he is. (Exs. 54, 55, and 56, R., 656-667;
Davison, R., 1823.)
Mr. Davison's explanation that the voting trust was devised by
the "young men" who organized the company, to protect them
from being despoiled of their property by promoters then at large in
Wall Street, does not seem adequate when it is considered that the
first board of directors of the company comprised—
Stephen Baker, then about 40 years of age and president of tho
Bank of the Manhattan Co., one of the large banks.
Samuel G. Bayne, now in the neighborhood of 70, then president
of the Seaboard National Bank, another of the great banks.
E. C. Converse, 61 or 62 years of age, a member of the executive
committee of the United States Steel Co., and then president of the
Liberty National Bank.
Mr. Davison himself.
James H. Eccles, then president of the Commercial National Bank
of Chicago, a former Comptroller of the Currency, and a banker of
great experience.
A. Barton Hepburn, about 45, and then vice president of the Chase
National Bank, and of wide reputation and banking experience.
William Logan, of the Hanover National Bank.
Gates W. McGarrah, then president of the Leather Manufacturers'
National Bank, and an important man in banking circles.
George W. Perkins, than a partner of Morgan & Co.
William H. Porter, then president of the Chemical National Bank.
Daniel G. Reid, then, among other things, vice president of the
Liberty National Bank, a director of the United States Steel Corporation, and widely known in the financial world.
Albert H. Wiggin, then vice president of the National Park Bank.
Edward F. C. Young, since deceased, president of the First National
Bank of Jersey City, then over 60.
Samuel Woolverton, then president of the Gallatin National Bank;
and
Robert Winsor, the leading partner in Kidder, Peabody & Co.,
one of the great international banking houses. (Davison, R., 18181821.)
Through the above-mentioned voting trust Morgan & Co. have
the selection of the entire board of directors of the Bankers Trust Co.
The firm and the individual members own $946,400 par value of
its stock, and Mr. Davison, Thomas W. Lamont, and William H.
Porter, members of the firm, are directors of the trust company. On
January 2, 1912, the firm had on deposit with it $1,000,000. (Ex.
134-A, Interlocking Directorate Chart; Ex. 237; Ex. 219, R., 1948.)
The capital stock of the Bankers Trust Co. at the present time
is $10,000,000; surplus, $10,000,000: undivided profits, $5,084,000;
resources, $205,000,000; deposits, $168,000,000. (Frew, R., 602;

BEVIEW OF EVIDENCE ON CONCENTRATION OF CONTROL, ETC.

Ex. 134-A; Exs. 57 to 66, 66a-66e.) It started, March 30, 1903,
with a capital of $1,000,000 and a surplus of $500,000; and about
six months later its deposits were $5,748,000. (Frew, R., 600; Exs.
57 to 66, 66a-66e.)
In August, 1911, it absorbed the Mercantile Trust Co., one of the
oldest and largest in New York, at that time controlled by the
Equitable Life Assurance Society, a majority of whose stock was then,
as now, owned by J. P. Morgan. In March, 1912, it absorbed the
Manhattan Trust Co. (Frew, R., 605.)
Its unparalleled growth, whilst long established and efficiently
managed and once powerful companies such as the Mercantile and
Manhattan were declining until they were finally absorbed by this
young rival, strikingly illustrates the power of Morgon & Co. and
their allies.
Affiliations with Guaranty Trust Co.—In 1910 Henry P. Davison and
William II. Porter, members of Morgan & Co., in association with
others, purchased from the Mutual Life Insurance Co. and Mrs. Haniman 12,000 shares—6,000 from each—of the capital stock of the Guaranty Trust Co., out of a total of 20,000. Their purpose—subsequently
abandoned—was to merge this company into the Bankers, which
Morgan & Co. already controlled. At the same time the new holders,
and upon their invitation the other stockholders also, by an agreement dated January 3, 1910, vested their shares in three trustees,
Mr. Davison, Mr. Porter, and George F. Baker, president of the First
National Bank, with authority to vote them for all corporate purposes
and especiallv in the selection of the board of directors and in favor of
acquiring other companies. (Davison, R., 1812-1817, 1824, 1826.)
Through this voting trust, therefore, Morgan & Co. controls absolutely the Guaranty Trust Co. Of its capital stock of $10,000,000 the
firm and individual members own $844,600 par value, and Mr. Davidson, Mr. Porter, and Mr. Lamont, members of the firm, are directors
of the trust company. On January 2, 1912, the firm had on deposit
with it $1,101,000. (Ex. 237; Ex. 134-A; Ex. 219, R. 1948.)
Since the acquisition by Morgan & Co. of control of this trust company the latter has absorbed three others—the Morton Trust Co., the
Fifth Avenue Trust Co., and the Standard Trust Co. (Davison, R.,
1871.) Its resources are $232,000,000 and its deposits $189,000,000.
(Ex. 134-A.)
The Guaranty and Bankers Trust Cos., thus controlled by Morgan
& Co. through voting trusts, are, respectively, in point of resources and
deposits, the first and second largest trust companies in the United
States; nor is the former outranked In the amount of deposits by any
bank of the country, and the latter by one only. Their combined
resources are $437,000,000; their combined deposits, $357,000,000.
Affiliations with Astor Trust Co.—Mr. Davison, Mr. Lamont, and
Mr. Porter are director's of this trust company. Including them, it
also has 14 directors in common with the Bankers Trust Co. ami 11 in
common with the Guaranty. Its executive committee, of which Mr.
Davison is chairman, is composed entirely of directors of the former.
Ex. 134-A; Davison, R., 1811.) Its resources are $27,000,000; deposits, $23,000,000.
Affiliations with National Bank of Commerce.— Including the holdings of individual members of that firm, Morgan & Co. own $1,686,900
par value of the $25,000,000 of capital stock of the National Bank of

EEVIEW OP EVIDENCE ON CONCENTRATION OF CONTROL, ETC.

Commerce, and Mr. Davison and J. P. Morgan, jr., are directors
thereof. Moreover, including the former, 12 directors of the Guaranty Trust Co., which is controlled by Morgan & Co., are directors of
this bank. On January 1, 1912, it held deposits of Morgan & Co. to
the amount of 11,084,000. Its resources are $190,000,000; deposits,
$102,000,000. (Morgan, K., 1037; Ex. 237; Ex. 134-A; Ex. 219, R.,
1948.)
Affiliations with Liberty National Bank.—Mr. Davison is a director
and chairman of the executive committee of this bank. Including
him, it also has seven directors in common with the Bankers Trust
Co. and five in common with the Guaranty; and a majority of its
executive committee is composed of directors and the attorney of the
former. Its resources are $29,000,000; deposits, $22,000,000. (Davison, R., 1810; Ex. 134-A.)
Affiliations with Chemical National Bank.—Mr. Davison and Mr.
Porter are directors of this bank, the latter having been its president
until he resigned in order to join the Morgan firm. Including them,
four of its eight directors are directors of the Guaranty Trust Co.
On January 2, 1912, Morgan & Co. had on deposit with it $837,000.
Its resources, are $40,000,000; deposits, $25,000,000. (Ex. 134-A.)
Affiliations with Equitable Life Assurance Society.—-J. P. Morgan
now owns and has owned since 1910 a majority of the capital stock
of this great company, the resources of which are $504,000,000.
(Morgan, R., 1067.)
Summary of affiliations with financial corporations.—Morgan & Co.
and their nominees thus control or have a powerful voice in banks
and trust companies in the city of New York with resources of
$723,000,000. Its own resources are unknown, but adding only its
deposits, $162,000,000, the amount becomes $885,000,000; adding
the resources of the Equitable Life, it becomes $1,389,000,000.
Affiliations with New York Central & Hudson River Railroad and
subsidiaries.—Mr. Morgan is a director and member of the executive
and finance committees, of the New York Central & Hudson River
Railroad, and the firm is a stockholder. (Morgan, R., 1008, 1013;
Ex. 238.) It is the sole fiscal agent for that company and its principal subsidiaries—the Lake Shore & Michigan Southern, the Michigan Central, and the Cleveland, Cincinnati, Chicago & St. Louis
Railroads; that is, sole agent to market their issues of securities.
(Morgan, R., 1008; Ex. 142, R., 1098.) Since 1897, it has procured
the marketing for them of 67 issues amounting to upward of
$550,000,000. (Exs. 235, 236, R., 2127, 2140.) It has procured the
marketing for two other subsidiaries, the Boston & Albany and the
New York, Chicago & St. Louis, of five issues aggregating $40,000,000
since 1901. (Exs. 235, 236. R., 2127, 2140.) The capital stock and
funded debt of the system is $1,150,000,000, and it controls 13,000
miles of road. (Ex. 134-A.)
Affiliations with New York, New Haven c& Hartford Railroad and
subsidiaries.—Mr. Morgan is a director of the New York, New Haven
& Hartford Railroad and the firm is a stockholder. (Ex. 134-A,
Ex. 238.) It is also sole fiscal agent for it and its principal subsidiaries—the Boston & Maine and the Maine Central Railroads.
(Morgan, R.. 1008, Ex. 141, R., 1096.) Since 1904 it has procured
for them the marketing of 17 issues of securities amounting
approximately to $188,000,000. (Exs. 235, 2:1 G, R., 2127, 2140.)

BEVIEW OF EV1DEKCE ON CONCENTRATION OF COXTKOL, ETC.

The capital stock and funded debt of the New Haven svstem proper
is $385,000,000, and it controls 2,000 miles of road. (Ex. 134-A.)
Affiliations with the Northern Pacific Railway.—Morgan & Co.
directed the reorganization of this company and became its fiscal
agent, while Mr. Morgan became one of the three trustees to vote its
stock under an agreement since expired. (Morgan, K., 1018, 1042;
Davison, JR., 1865.)
It is admitted that upon the expiration of these railroad voting
trusts the directors named by the voting trustees have continued
undisturbed, except where death required the filling of vacancies, and
that these vacancies are usually filled by the remaining directors
(Morgan, R., 1044; Baker, R., 1499.)
Mr. Lamont, Mr. Morgan, jr., and Mr. Steele, of Morgan & Co., are
now directors. (Ex. 134-A.) The firm is also a stockholder and a
depositary for the funds of the company, and as fiscal agent has procured the marketing of its securities, including the issue of $215,155,000 made jointly in 1901 with the Great Northern Railway for the
purpose of acquiring the stock of the Chicago, Burlington & Quincv
Railroad. (Ex. 238; Exs. 235, 236, R., '2127, 2140.) It has a
capital stock and funded debt of $439,000,000, and controls 7,000
miles of road exclusive of the Chicago, Burlington & Quincy. (Ex.
134-A.)
Affiliations with Southern Railway.—Drexel, Morgan & Co. reorganized this system in 1894, and its stock is and always has been held
since 1894 by Mr. Morgan, Mr. George F. Baker, and Mr. Charles
Lanier as voting trustees. (Morgan, R., 1017-1019; Baker, R., 1523,
1524, 1559; Exs. 221, 222, R., 1949, 1952.) Mr. Steele is a director.
(Ex. 134-A.) The firm is also a stockholder and the fiscal agent of
the company, and since 1905 has procured for it the marketing of 32
issues of securities, aggregating approximately $130,000,000. (Ex.
238; Morgan, R., 1017; Davison, H., 1826, 1827; Exs. 235, 236, R.,
2127, 2140.) The capital stock and funded debt of the system is
$420,000,000 and it controls 7,000 miles of road. (Ex. 134-A.)
Affiliations iinth Reading Co.—In 1896 the Philadelphia & Reading Railroad was reorganized by Morgan & Co. as the Philadelphia & Reading Railway, the stock of which, with that of the Philadelphia & Reading Coal & Iron Co., was vested in Reading Co., a
holding corporation, which subsequently acquired, through the
agency of Morgan & Co., a majority of the stock of the Central Railroad of New Jersey, which controlled the Lehigh & Wilkes-Barre Coal
Co. Incident to the reorganization there was created a voting trust,
since expired, and Mr. Morgan became one of the voting trustees.
(Morgan, R., 1041-1044.) Mr. Stotesbury is a director and the firm
a stockholder of Reading Co., and Mr. Steele and Mr. Stotesbury arc
directors of the Central Railroad of New Jersey. (Ex. 134-A; Ex. 238.)
The marketing of the only security issues of the company in recent
years was procured by the firm. (Ex. 235, R., 2137.) The capital
stock and funded debt of the system is $366,000,000; its subsidiary railroads transport one-third of the anthracite coal moving
from the mines and its subsidiary coal companies control approximately 63 per cent of the entire anthracite deposits. (Ex. 134-A;
Baker, R., 1507.)
Affiliations with Erie Railroad.—Mr. Morgan was one of the three
voting trustees of this company from the time of its reorganization

REVIEW OP EVIDENCE ON CONCENTRATION OF CONTROL, ETC.

by his firm in 1895 until the dissolution of the voting trust. (Morgan,
R., 1041-1043.) Mr. Stecle and Mr. Hamilton are directors, as are
Mr. Perkins, until recently a member of Morgan & Co., and Mr.
Stetson, their counsel. (Ex. 134-A.) Morgan & Co. is also a
stockholder. (Ex. 238.) Since 1900 the firm has procured for the
company the marketing of issues of securities aggregating approximately $100,000,000. (Ex. 235, R., 2130.) The capital stock and
funded debt of the system is .$418,000,000, and it controls 2,000 miles
of road, being one of the principal carriers of anthracite coal, a large
production of which it controls through subsidiary mining companies,
the largest of which, the Pennsylvania Coal Co., it acquired in 1901
through the agency of Morgan & Co. It has also controlled since
1898, throughstock ownership, the New York, Susquehanna& Western
Railroad a rival carrier of anthracite coal, and in the directorate of
which Morgan & Co. has four representatives. (Baker, R., 1477-1479,
1514, 1515:)
Affiliations with Lehigh Valley Railroad.—Mr. Steele and Mr. Stotesbury are directors of this road—another of the leading carriers of
anthracite coal, a large production of which it controls through subsidiary mining companies. In 1909 the marketing of an issue of
$3,000,000 of its bonds was procured by Morgan & Co. Its capital
stock and funded debt is $130,000,000. (Ex. 134-A; Ex. 235, 11.,
2131; Baker, R., 1507.)
Affiliations with Chicago Great Western Railroad.—Morgan & Co.
only recently reorganized this road, and Mr. Morgan is a voting trustee,
together with George F. Baker, and Robert Fleming, of London. Mr.
Steele is a director. The marketing of its securities was procured
by the firm, which is also a stockholder. It has a capital stock and
funded debt of $128,000,000, and controls about 1,000 miles of road.
(Morgan, R., 1041, 1042; Baker, R., 1523; Ex. 235, R., 2129; Ex.
134-A.)
Affiliations with Atchison, To-peTca & Santa Fe Railway.—Mr. Steele
is a director and the firm is a stockholder, and since 1902 has procured the marketing of nine security issues of the company, aggregating approximately $195,000,000. Its capital stock and funded
debt is $627,000,000, and it controls 11,000 miles of road. (Ex.
134-A; Ex. 235, R., 2127; Ex.238.)
Affiliations with Pere Marguette Railroad.—This road was also reorganized through Morgan & Co. Mr. Porter and Mr. Perkins are
directors; the firm is a stockholder and fiscal agent and in 1911
procured the marketing of an issue of $8,000,000 of its securities.
Its capital stock and funded debt is $95,000,000 and it controls 2.000
miles of road. (Ex. 134-A; Ex. 235, R., 2137; Ex. 238; Morgan,
R., 1008.)
Affiliations with Cincinnati, Hamilton & Dayton Railway.—Mr.
Morgan is one of the three voting trustees of this company. (Ex.
134-A.) His firm were the syndicate managers and controlled the
recent reorganization of the property. (Morgan, R., 1043.)
Affiliations with International Mercantile Marine Co.—This company was organized in 1902 by Morgan & Co. to take over various
steamship lines—among them, the American, the Atlantic Transport,
the Dominion, the Leyland, the National, the Red Star, and the White
Star Lines. (Morgan, R., 1041.) Its stock at the time was vested
and has remained in a voting trust, Mr. Morgan and Mr. Steele being

REVIEW OF EVIDENCE ON CONCENTRATION OF CONTROL, ETC.

two of the five voting trustees. (Morgan, K., 1044.) Mr. Morgan,
jr., Mr. Steele, and Mr. Perkins are directors. (Ex. i34-A.) The
firm markets the securities of the company and is also a stockholder.
(Exs. 235, 236, R., 2127, 2140.) Its capital stock and funded debt is
$173,000,000 and its annual gross income around $39,000,000. (Ex.
134-A.)
Affiliations with other transportation systems.—Mr. Steele is a director of the Adams Express Co. (Ex. 134-A.)
Mr. Coster, then a member of Morgan & Co., was a voting trustee
of the stock of the Baltimore & Ohio Railroad Co. following its reorganization in 1899. (Ex. 200, R., 1716.)
Mr. Morgan is a director of the New York, Ontario & Western
Railway Co. and the firm procured the marketing for it of a security
issue of $2,000,000. (Ex. 134-A; Ex. 235, R., 2136.)
The firm is fiscal agenfi of the Chicago, Indianapolis & Louisville
Railroad Co. and the Chicago & Western Indiana Railroad Co., and
as such marketed for the former in 1899 an issue of $7,750,000 of stock
and for the latter between 1904 and 1912 six issues, aggregating approximately $17,000,000. (Morgan, R., 1007, 1008; Ex. 235, R.,
2129,2130J
It has procured the marketing, generally in joint account with
certain other banking houses, as will hereafter appear, of the security
issues of other railroad companies, as follows:
Atlantic Coast Line Co., six issues since 1902, aggregating
$49,000,000.
Louisville & Nashville Railroad Co., seven issues since 1902, aggregating $90,000,000.
Central of Georgia Railway Co., three issues since 1900, aggregating
$18,500,000.
Chesapeake & Ohio Railway Co., 18 issues since 1899, aggregating
$73,000,000.
Chicago, Burlington & Quincy Railroad Co., six issues since 1902,
aggregating $81,000,000.
Hocking Valley Ry., 19 issues since 1899, aggregating $28,000,000.
Elgin, Joliet & Eastern Railroad Co., two issues in 1898 and 1907,
$7,915,000.
Florida East Coast Railway Co., one issue in 1909, $10,000,000.
Great Northern Railway Co., one issue in 1911, $20,000,000.
Illinois Central, one issue in 1905.
Kansas City Terminal Railway Co., four issues since 1910, aggregating$31,400,000.
Pennsylvania Railroad Co., one issue in 1905 of $100,000,000.
Portland Terminal Co., one issue in 1912, $4,500,000.
St. Louis & San Francisco Railway Co., two issues in 1903,
$6,265,000.
Terminal Railroad Association of St. Louis, five issues since 1902,
aggregating $14,700,000.
Toledo, Canada Southern & Detroit Railroad Co., one issue in
1906, $1,600,000.
Wabash Railroad Co., one issue in 1906, $6,180,000. (Ex. 235,
R., 2127-2139; Ex. 236, R., 2140.)
Affiliations with United States Steel Corporation.—The organization
of this corporation, including the underwriting of $1,014,446,400 of

KEVIEW OF EVIDENCE ON CONCENTRATION OF CONTROL, ETC.

stock and $304,000,000 of bonds, par value, was directed and absolutely dominated by Morgan & Co. Mr. Morgan approved the prices
at wnich the stocks of the various constituent companies were taken
over, and named the entire first board of directors. No director has
been chosen since without his approval. He designated Judge Gary
to succeed Mr. Perkins, of his firm, as chairman of the finance committee, which also exercises the powers of an executive committee.
(Morgan, R., 1024-1026; R., 1800-1802.) Mr. Morgan, Mr. Steele,
Mr. Morgan, jr., and Mr. Perkins are directors, and the last two
named are members of the finance committee. (Ex. 134-A; Morgan,
R., 1026; Perkins, R., 1615, 1616.) The firm is fiscal agent and a
depositary of the corporation, and also a stockholder. (Morgan,
R., 1013, 1027.) In 1902 it procured for the corporation the marketing of an issue of $100,000,000 of bonds, and in 1911 and 1912, for the
Illinois & Indiana Steel Cos., and the Nationel. Tube Co., subsidiaries,
issues of $15,500,000, $15,000,000, and $10,000,000, respectively.
(Ex. 235, R., 2139.) The capital stock and funded debt of the corporation is $1,440,000,000, and its annual gross earnings are upward
of $600,000,000. (Ex. 134-A.)
Affiliations with International Harvester Co.—This corporation was
organized by Morgan & Co. (Perkins, R., 1617.) Mr. Perkins, who
was the partner actively in charge of the matter,named the first board
of directors and became chairman of the finance committee and one of
three voting trustees in whom the stock of the company was vested as
part of the plan of organization. (Perkins, R., 1617, 1618.) He is
still a director and chairman of the finance committee; the voting
trust expired August 1,1912. (Perkins, R., 1618.) Mr. Steele is also
a director. (Ex., 134-A.) The firm is a stockholder, and has marketed for the company since its organization securities to the amount
of $40,500,000. (Ex. 238; Ex. 235, R., 2131.) Its capital stock and
funded debt is $160,000,000 and its annual gross earnings are around
$108,000,000. (Ex. 134-A.)
Affiliations with General Electric Co.—Morgan & Co. was one of the
organizers of this company and had two representatives, J. P. Morgan
and Charles H. Coster, on its first board of directors. Mr. Morgan
and Mr. Steele are now directors. (Ex. 134-A.) The firm is a stockholder and a depositary of the company and markets its security
issues. (Ex. 238; Ex. 235, R., 2131; Davison, R., 1874.) Its capital
stock and funded debt is $113,000,000 and its annual gross earnings
are around $73,000,000. (Ex. 134-A.)
Affiliations with other producing and trading corporations.-—Mr.
Lamont is a director of the J. I. Case Threshing Machine Co. and the
firm is a stockholder thereof and in 1912 procured to be marketed for
it an issue of $8,000,000 stock. (Ex. 238; Ex. 235, R., 2131.)
The firm is a stockholder of the United Dry Goods Co., has a representative in its directorate, and in 1909 and 1910 procured to be marketed for it issues of $14,1S9,4OO. (Ex. 238; Ex. 235, R., 2131;
Davison, R., 1867.)
Mr. Stotesbury is one of three voting trustees of the William Cramp
Ship & Engine Building Co. and a director of the Baldwin Locomotive
Works, and the firm (Drexel & Co., Philadelphia) has marketed the
securities of each. (Morgan, R., 1044; Baker, R., 1528, 1529.)
Mr. Morgan is a director of the Pullman Co. (Ex. 134-A.)

EEVIEW OF EVIDENCE ON CONCENTRATION OF CONTKOL, ETC.

Mr. Lamont is a director of the Westinghouse Electric & Manufacturing Co. and a voting trustee of the International Agricultural Corporation. (Ex. 134-A; Davison, R., 1866.)
It has procured, generally in joint account, as will hereafter appear,
the marketing of issues of securities of other producing and trading
corporations as follows:
American Agricultural Chemical Co., $800,000 in 1908 and $4,000,000
in 1911.
Associated Merchants Co., $5,000,000 of stock in 1901.
Atlas Portland Cement Co., $4,000,000 in 1910.
Cudahy Packing Co., $4,000,000 in 1909.
Hartford Carpet Co., in 1901.
Keystone Coal & Coke Co., $5,300,000 in 1911.
United Fruit Co., $4,250,000 in 1908.
United States Motor Co., $1,750,000 in 1910.
United States Rubber Co., $8,000,000 in 1908.
Virginia-Carolina Chemical Co., $7,000,000 in 1903.
Western Electric Co., $6,250,000 in 1910. (Ex. 235, R., 2127,2139.)
Affiliations with American Telephone & Telegraph Go.—Mr. Davison
is a director and the firm is a stockholder and since 1906 has procured,
generally in joint account with affiliated banks and bankers as will
hereafter appear, the marketing of four issues of its securities, aggregating approximately $240,000,000; four issues of the New York
Telephone Co., a subsidiary, aggregating $37,500,000; an issue of
$5,000,000 of the Chicago Telephone Co., another subsidiary; and an
issue of $16,500,000 of the Pacific Telephone & Telegraph Co., still
another subsidiary. (Ex. 235, R., 2127; Ex. 238.) Its capital stock
and funded debt is $621,000,000 and its annual gross income around
$179,000,000. (Ex. 134-A.)
Affiliations with Western Union Telegraph Co.—Mr. Morgan and
Mr. Davison are directors. Its capital stock and funded debt is
about $160,000,000 and its annual gross earnings around $40,000,000.
(Ex. 134-A.)
Affiliations with Interborough Rapid Transit Co.—Morgan & Co. are
its bankers, and the head of a syndicate to purchase an impending
bond issue by it of about $170,000,000. I t operates the subways in
the city of New York. Excluding the impending issue, its capital
stock, and funded debt is $84,000,000. Its stock is owned by the
Interborough Metropolitan Co., the capital stock and funded debt of
the entire system being $364,000,000. (Baker, R., 1553-1555;
Davison, R., 1849-1853; Ex. 134-A.)
Affiliations with Hudson & Manhattan Co.—This company owns
and operates the tunnels under the Hudson River connecting New
York and New Jersey. Morgan & Co. procured the marketing of its
security issues and is itself a large holder thereof. Kuhn, Loeb &
Co., however, are directing the readjustment of its debt now under
way. Its capital stock and funded debt is about $97,000,000.
(Baker, R., 1554; Schiff, R., 1669, 1670; Ex. 134-A.)
Affiliations with Philadelphia Rapid Transit System.—Mr. Stotesbury and Mr. Lloyd, members of the firm, are directors of the company. Its capital stock and funded debt is $134,000,000 and its
annual gross earnings around $23,000,000. (Ex. 134-A.)
80510°—H. Rept. 1593,62-3
5

BEVIEW OF EVIDENCE OX CONCENTRATION OF CONTROL, ETC.
SECTION 6.

THE BURST NATIONAL BANK OF NEW YOBK.

Organization, capital, and management.—The First National Bank
was organized in 1863, with a capital stock of $300,000, which was
increased the next year to $500,000, where it, remained until 1901,
when it was increased to $10,000,000—100,000 shares—through the
declaration of a special dividend of $9,500,000—1900 per cent on the
existing capital stock. (Ex. 194, R.. 1479; Baker, R., 1420-1422.)
The surplus is now $15,000,000; and undivided profits are $5,896,827.
(Ex. 194, R., 1479.) The directors are George F. Baker, George F.
Baker, jr., James A. Blair, Henry P. Davison, H. C. Fahnestock, A.
B. Hepburn, James J. Hill, F. L. Hine, A. C. James, Thomas W. Lamont, J. J. Mitchell, William H. Moore, J. P. Morgan, and C. D. Norton,
of whom Mr. Baker, Mr. Morgan, Mr. Hepburn, and Mr. Hine constitute the executive committee. Mr. Hine is president. (Ex. 134-A;
Hine, R., 2020, 2021.)
Among the principal stockholders are George F. Baker with 20,000
shares out of a total of 100,000; his son, George F. Baker, jr., with
5,050; Morgan & Co. with 14,500; Henry P. Davison with 1,000;
Thomas W. Lamont with an amount not stated, but less than 1,000
Francis L. Hine with 1,600; James J. Hill, with 3,900; the Mutual
Life Insurance Co. of New York with 1,000; and Mrs. Mary Clark
Thompson, whose holdings of 9,000 shares are voted by proxy which
in the last annual election was held by three gentlemen, one of
whom was a partner of Morgan & Co., and the other president of
the Chase National Bank, which, as will later appear, has long been
controlled by the First National. (Baker, R., 1435, 1436; Ex. 212,
R., 1894.)
George F. Baker its ruling spirit.—From 1874 until recently Mr.
Baker was president and is now chairman of the board of directors
and of the executive committee; as stated, he owns 20,000 and his
son 5,050 of its 100,000 shares of capital stock; and for more than a
generation has controlled and dominated its management. (Baker,
R., 1419, 1436, 1437.)
General character of business.—Besides doing the ordinary business
of a national bank, it acts as an "issuing house" (defined above)
for corporate securities, usually in syndicates with other such houses,
rarely alone; and is also a large lender of money on the New York
Stock Exchange. It has approximately $43,000,000 invested in
bonds; it directly owns no stocks. (Baker, R., 1519; Hine, R., 2030,
2031; Ex. 133, R., 1201.)
Resources, deposits, and profits.—Its resources, in round figures, are
$150,000,000; deposits. $106,000,000, of which, on January 1, 1912,
$32,426,854.48 belonged to loo interstate corporations, names not
disclosed. (Ex. 198, R.. 1571: Baker, R., 1495: Ex. 134-A.)
From 1889 to 1901 dividends were paid at the rate of 100 per cent
per annum on a capital stock of $500,000. In 1901 there was a dividend of $10,750,000—2.150 per cent—$9,500,000 of which was
declared for the purpose of increasing the capital stock to $10,000,000.
Yearly dividends on the increased capital stock have been—
1902, 1903, and 1P04
1M5
1906
1907

rer cent.
20
264
26J
32

REVIEW OF EVIDENCE ON CONCENTRATION OF CONTROL, ETC.

Per cent.
126
28
38
33

1908
1909 and 1910
1911
1912

making total dividends for 11 years, 398 per cent on its increased
capital of $10,000,000, or an aggregate of $39,800,000. (Baker, R.,
1420-1422; Ex. 194, R., 1479.)
The present market value of the stock is upward of $1,000 a share.
(Davison, R., 1880.)
Affiliations with the First Security Co.—This company was organized in February, 1908, under the laws of New York with a capital
stock of $10,000,000, by stockholders of the First National Bank,
who authorized the officers of the bank to subscribe for and hold the
stock of the new company as trustees under an agreement requiring
that the stock of the security company shall always be owned by the
same persons who own the stock of the bank and in the same proportions, and that no person not a director of the bank shall be a director
of the security company. The agreement also provides that the
trustees shall always be the president, vice presidents, and cashier
of the bank for the time being. The stock of the security company
was paid for out of a special dividend of $10,000,000- declared by the
bank. (Baker, R., 1420-1424, 1427-1435, 1491, 1492, 1497, 1498;
Hine, 2021-2029; Morgan, R., 1035, 1036; 1074-1078; Ex. 195, R.,
1481; Ex. 196, R., 1485.) The certificates of stock of the bank bear
the following indorsement (Ex. 195, R., 1482-1483):
The registered holder of the within certificate is entitled for and in respect of each
and every share of stock of the First National Bank of the city of New York represented thereby to share equally and ratably with all holders of stock certificates of
the bank similarly indorsed, according to their several interests, in the dividends or
profits and, in case of dissolution, in the distribution of the capital of the First Security
Co., a corporation of the State of New York, organized inpursuance of a certain written
agreement dated February 14, 1908, between George F. Baker and others, trustees,
and J. Pierpont Morgan and others, stockholders; such interest of the owner of the
within certificate and of all other like certificates, similarly indorsed, being subject
to all the terms, conditions, and limitations of said agreement, such ratable interest
to be sold or transferred ratably only by the transfer upon the books of the bank of
one or more of the shares of the stock in the bank represented by a bank stock certificate bearing this indorsement; and all of the interest in and to or in respect of said
security company or its capital stock, represented by a bank stock certificate bearing
this indorsement, shall pass ratably with and only with the transfer of such shares of
the bank represented by such bank stock certificate, and upon transfer thereof upon
the books of the bank and an interest in the security company attached to any share of
the bank shall be alienable only in connection with such transfer of such bank stock.
No holder of the within certificate or any transferee of any share thereby represented
shall be entitled in lieu thereof to demand or to receive from the bank a new certificate except with this indorsement thereon: and a transfer of any share of bank stock
represented by the within bank stock certificate shall be made by any holder thereof
only to a transferee accepting therefor a new certificate bearing his indorsement.
No right to vote upon or in respect of any stock of the security company passes to
or shall be exercised by the holder of the within certificate, such right being reserved
to and by the trustees or their successors.

Trustees.
,
Agent.

REVIEW OF EVIDENCE ON CONCENTBATION OF CONTROL, ETC.

In accordance with the agreement, the security company has
always had the same directors as the bank. Mr. Baker, chairman of
the board of directors of the bank, and Mr. Hine, its president, are,
respectively, president and vice president of the security company.
The business of the two institutions is conducted in the same offices
and through the same officers and clerks. (Baker, R. 1431; Hine,
R., 2043.)
The purpose of the stockholders of the bank in organizing the
security company was to continue together in a kind of business—
buying, selling, dealing in, and holding corporate stocks—which some
years oefore the bank had been advised by the Comptroller of the
Currency it could not lawfully do. (Baker, R., 1431, 1432.)
The bank thereupon sold to the security company at the cost of
these stocks to the bank many years before and irrespective of their
then value, the stocks of many railroad and industrial corporations,
including among the former stocks of the Delaware, Lackawanna,
& Western, the Lehigh Valley, the Great Northern, the Northern
Pacific, and the Southern. The largest holdings were in the anthracite shares. (Baker, R., 1427, 1428, 1505, 1530; Hine, R., 20212029.)
Prior to this time Mr. Baker had accumulated in the interest of
the bank, but not with its funds, shares of other banks, including
28,632 out of a total of 50,000, in the Chase National Bank, 5,400 in
the National Bank of Commerce, 2,500 in the Bankers Trust Co.,
928 in the Liberty National Bank, 200 in the Astor Trust Co., 250
in the New York Trust Co., 50 in the Brooklyn Trust Co., all of New
York; 500 in the First National Bank of Minneapolis and 200 in the
Minneapolis Trust Co. These he turned over to the security company at cost. (Baker, R., 1427-1429; Hine, R., 2025.)
The company has paid dividends since its organization at the rate
of 12 per cent per annum—17 per cent last year; and in addition has
accumulated in its four years of existence a surplus of $4,000,000—
40 per cent of its capital stock. (Baker, R., 1433.)
The assets of the security company are carried on the books at a
nominal valuation—the price it paid for them, which was the price
paid by the bank and Mr. Baker many years ago. The officers did
not wish to disclose the true value. When pressed, the vice president
stated $35,000,000 as the value of the securities for which the security
company paid the bank $10,000,000, but acknowledged that to be a
very conservative estimate. (Hine, R. 2027, 2028.)
Affiliations with the Chase National Bank.—Mr. Baker and his son,
George F. Baker, jr., Mr. Hine, Mr. Hill, and Mr. Hepburn, directors
of the First National, are five of the nine directors of the Chase
National Bank, and Grant B. Schley, Mr. Baker's brother-in-law,
is a sixth. (Ex. 134-A.) As before stated, prior to 1908, Mr. Baker
acquired in the interest of the First National 28,632 shares—a
majority—of the stock of the Chase Bank, transferring them in that
year to the First Security Co.—an arm of the First National. A
few days before Mr. Baker appeared before the committee 15,000 of
the shares were sold, at his suggestion, as he testified, to Mr. Wiggin,
president of the Chase Bank. The witness declined to state the price
per share that was paid for the stock. No change in the management was contemplated, however, and, in fact, subsequent to the

REVIEW OV EVIDENCE ON CONCENTBA1ION OF CONTEOL, ETC.

sale the old directors were all reelected. (Baker, R., 1424-1430,
1440,1496-1499.)
The capital stock of the Chase Bank is $5,000,000, having been
increased from $1,000,000 in 1906 through the declaration of a dividend of 400 per cent. It has paid dividends on the increased capital
at the rate of 20 per cent and has a surplus of $9,000,000. It is one of
the principal correspondents of out-of-town banks, holding deposits
of over 3,000 of them, and is known as the bank of banks. It has
resources of $150,000,000 and deposits of about $128,000,000, and is
one of the largest lenders on the New York Stock Exchange. (Baker,
R., 1500, 1501; Ex. 133, R., 1198.)
ArfMations with National Bank of Commerce.—The First SecurityCo, owns $540,000 and Mr. Baker $460,000 par value, of the capital
stock, and Mr. Baker, chairman of the board, and Mr. Hine, president
of the First National, are directors, the latter being also a member of
the executive committee. (Baker, R., 1428, 1460; Hine, R., 2021;
Ex. 134-A.)
Affiliations with Liberty National Bank.—The First Security Co. is a
stockholder and Mr. Hine is a director and member of the executive
committee. (Baker, R., 1428; Ex. 134-A.)
Affiliations with Astor Trust Co.—Mr. Baker and associates organized the Astor National Bank, subsequently converting it into the
Astor Trust Co. He and Mr. Hine are directors and he and the
First Security Co. are small stockholders. (Baker, R., 1428, 1447,
1460; Ex. 134-A.)
Affiliations with Bankers Trust Co.—The First Security Co. owns
$250,000 and Mr. Baker $150,000, par value, of the capital stock;
Mr. Hepburn, Mr. Hine, and Mr. Norton are directors, and Daniel G.
Reid, a stockholder of the First National, is one of the three voting
trustees. (Baker, R., 1428, 1460; Hine, R., 2025; Ex. 134-A.)
Affiliations with Guaranty Trust Co.—Mr. Baker owns $100,000 of
the capital stock, par value, and is one of the three voting trustees.
(Baker, R., 1447-1450, 1460.)
Affiliations with Illinois Trust & Savings Bank of Chicago.—Mr.
Mitchell, president of this bank, is a director in the First National
and Mr. Hill is a director of both. (Ex. 134-A.)
Affiliations with Mutual Life Insurance Co.—Mr. Baker, in length
of service, is the oldest trustee and member of the finance committee,
and until recently has been very active in the management. Mr.
Peabody, president of the company, at the time of his election was
counsel for the First National Bank, of which Mr. Baker was the head.
Mr. Fisher A. Baker, of the law firm of which Mr. Peabody was a
member, is an uncle of Mr. George F. Baker. Mr. Peabody had
never before been a director or in any way connected with a life
insurance company, and had no knowledge of the business. (Baker.
R., 1471, 1472; Peabody, R., 1310, 1311.)
Its resources are $587,000,000. (Ex. 134-A.)
Summary of affiliations with financial corporations.—It thus appears
that the First National Bank and the First Security Co. are one and
the same association of persons; that for a number of years past,
and until within a few weeks, they have had a clear majority of the
stock of the Chase National Bank and still retain a large block and
a controlling voice in the management through majority representation upon the board of directors: and that these three institutions
have known resources of $335,000,000.

KEVIEW OF EVIDENCE ON CONCENTEATIOST OF CONTEOL, ETC.

Affiliations with the anthracite coal-carrying railroads.—Through
stock ownership by the First Security Co. and Mr. Baker and interlocking directors the first National Bank is affiliated with the following railroad systems transporting 80 per cent of the anthracite
coal moving from the mines and owning or controlling 88 per cent
of the entire deposits of anthracite in the State of Pennsylvania, as
follows:
(1) Delaware, Lackawanna & Western Railroad: The First Security Co. and Mr. Baker individually are very large stockholders, and
besides Mr. Baker, his son, George F. Baker, jr., Mr. Moore, and
Mr. Fahenstock, of the bank's directorate, are directors of the railroad. (Baker, R., 1504-1510; Ex. 134-A.)
(2) Lehigh Valley Railroad: The First Security Co. is a large
stockholder and Mr. Baker and Mr. Moore are directors. (Baker,
R., 1504-1510; Ex. 134-A.)
(3) Central Railroad of New Jersey: Mr. Baker and his associates
were the largest stockholders of this road for many years prior to
1901, when they transferred a majority interest to Reading Co.
Mr. Baker is still a large stockholder and a director, and H. C. Fahnestock, of the bank's directorate, is also a director. (Baker, R., 15041510; Ex. 134-A.)
(4) Reading Co., Erie Railroad, New York, Susquehanna & Western Railroad (now controlled by the Erie), and New York, Ontario &
Western Railway: Mr. Baker is a director in each. (Ex. 134-A.)
Affiliations with the Chicago, Rock Island & Pacific System.—Mr.
Hine, president, and three other directors of the bank, are directors
in this system, as is Daniel G. Reid, a stockholder of the bank. (Ex.
134-A.)
Affiliations with Southern Railway.—The first Security Co. and Mr.
Baker are large stockholders and the latter is one of the three voting
trustees, the others being Mr. Morgan and Mr. Lanier. George F.
Baker, jr., and H. C. Fahnestock, of the bank's directorate, are
directors of the railway. (Baker, R., 1523, 1524; Ex. 134-A.)
Affiliations with Chicago, Burlington & Quincy Railroad.—Mr.
Baker and Mr. Hill of the bank's directorate are directors of this
company, which has capital stock and funded debt of $292,000,000
and operates 9,000 miles of road. In conjunction with others, the
bank has marketed its security issues. (Ex. 134-A; Ex. 213, R.,
1895.)
Affiliations with Great Northern Railway.—The bank is its fiscal
agent, in effect, and in 1911, in conjunction with Morgan & Co., marketed for it a bond issue of $20,000,000—the only one it has made.
Mr. Baker and the First Security Co. are large stockholders. Mr.
Hill, builder and head of the railway, is a director of the bank and
owns 3,900 of its shares. The system comprises 7,000 miles of road
and its capital stock and funded debt is $385,000,000. (Davidson,
R.,1865; Baker, R., 1529. 1530,1553; Ex. 212, R.. 1894: Ex. 134-A.)
Affiliations with Northern Pacific Railway.—Mr. Baker and the
First Security Co. are large stockholders, the former being also a
director and member of the executive committee, while his son and
A. C. James are likewise directors. (Baker. R., 1530: Ex., 134-A.)
Affiliations with other transportation systein-s.—With Mr. Morgan,
Mr. Baker is a voting trustee of the Chicago Great Western Railway
and a director of the New York Central Lines and the New York,

EEVIEW OF EVIDENCE ON CONCENTRATION OF CONTROL, ETC.

New Haven & Hartford; he is also a trustee of Adams Express Co.
(Ex. 134-A.)
Affiliations with United States Steel Corporation.—Mr. Baker is a
director and member of the finance committee of the corporation,
and he, as also the bank, were among the underwriters of its bond
and stock issues at the time of organization. The bank has also
joined with Morgan & Co. in marketing for it subsequent security
issues. Mr. Moore, of the bank's directorate, is a director of the corporation, and was a large holder of the stocks of constituent companies
acquired by it. (Baker, R., 1543-1545; Ex. 213, R., 1895.)
Affiliations with William Cramp Ship & Engine Building Co.—Mr.
Baker is one of three voting trustees, a second being Mr. Stotesbury,
of Morgan & Co. F. L. Hine is a director. (Ex. 214, R., 1897.)
Affiliations with J. I. Case Thrashing Machine Co.—Mr. Hine,
president of the bank, is one of three voting trustees. (Ex. 214, R.,
1897.)
Affiliations with International Harvester Co.—Mr. Baker was a
director until recently. (Baker, R., 1555, 1556.)
Affiliations with Pullman Co.—Mr. Baker and Mr. Mitchell, of the
bank's directorate, are directors. (Ex. 134-A.)
Affiliations with American Can Co.—Mr. Hine, president, Mr.
Moore, a director, and Daniel G. Reid, a stockholder of the bank, are
directors of this company, the last named being chairman of the
board. Its capital stock and funded debt is $82,000,000. (Ex.
134-A.)
Affiliations with National Biscuit Co.—Mr. Hine and Mr. Moore are
directors. The capital stock and funded debt of the company is
$54,000,000, and its annual gross earnings around $45,000,000. (Ex.
134-A.)
Affiliations with United States Rubber Co.—Mr. Hine is a director.
Its capital stock and funded debt is $117,000,000 and its annual gross
earnings are around $55,000,000. (Ex. 134-A.)
Affiliations with other producing and trading corporations.—Of
the bank's directorate, Mr. Hepburn is a director of the American
Agricultural Chemical Co. and Mr. Norton is a director of the Baldwin
Locomotive Works. (Ex. 134-A.)
Affiliations with American Telephone & Telegraph Co.—Mr. Baker
and Mr. Mitchell of the bank's directorate are directors of this company. (Ex. 134-A.)
Affiliations with Western Union Telegraph Co.—Mr. Mitchell and
Mr. Fahenstock of the bank's directorate are directors of this company. (Ex. 134-A.)
Affiliations with Consolidated Gas Co. of New York.—Mr. Baker is
a director. (Ex. 134-A.)
SECTION 7.—NATIONAL CITY BANK OF NEW YORK.

Organization, capital, and management.—The directors are James
Stillman, J. Ogden Armour, Francis M. Bacon, Cleveland H. Dodge,
Henry C. Frick, Joseph P. Grace, Cyrus H. McCormick, Edwin S.
Marston, Gerrish H. Milliken, J. P. Morgan, jr., Stephen S. Palmer,
James H. Post, M. Taylor Pyne, William Rockefeller, James A. Stillman, Jacob H. Schiff, Samuel Sloan, William Douglas Sloane, John

REVIEW OF EVIDENCE ON CONCENTBATION OF CONTKOL, ETC.

W. Sterling, Henry A. C. Taylor, Moses Taylor, P. A. Valentine,
Eric P. Swenson, Frank A. Vanderlip, Frank Trumbull, and R. S.
Lovett.
Mr. James Stillman is chairman of the board of directors. Mr.
Vanderlip is president and Samuel McRoberts, William A. Simonson,
Joseph T. Talbert, James A. Stillman, and John E. Gardin are vice
presidents. (Ex. 232, R., 2104.)
Among the principal stockholders are James Stillman, with 47,498
shares out of a total of 250,000; his son, James A. Stillman, with
2,500; J. P. Morgan &Co., with 15,000; Kidder, Peabody & Co., with
1,000; William Rockefeller, with 10,000; John D. Rockefeller, with
1,750; M. Taylor Pyne and Percy R. Pyne, each with 8,267; Robert
Bacon, a former partner in Morgan & Co., 1,000; Jacob H. Schiff,
with 500; William Woodward, president of the Hanover National
Bank, with 1,710; and J. Wr. Sterling, with 6,087. (Ex. 201£. R.,
1888; Ex. 232, R.,2105; Davison, R., 1879.)
Its capital stock is $25,000,000, having been increased from
$1,000,000 to $10,000,000 in 1900 and to $25,000,000 in 1902. Its
surplus and undivided profits are $28,181,981. (Ex. 232, R., 2104.)
James Stfflrnan its ruling spirit.—Mr. Stillman, as owner of almost
one-fifth of its capital stock and successively president and chairman
of the board of directors, for many years has dominated the policy
and management of the bank.
General character of business.—It does the ordinary business of a
national bank; acts as an "issuing house" for corporate securities;
and is the largest lender of money on the New York Stock Exchange.
(Griesel, R., 746.)
On or about January 1, 1912, it had loans outstanding on stockexchange collateral of approximately $96,000,000; July 1, 1912,
$101,000,000; November 1, 1912, $84^000,000. (Ex. 133, R., 1208.)
It has in round figures $33,000,000 in bonds; nothing in stocks. (Ex.
232, R., 2105.)
Resources, deposits, and profits.—It has resources of $274,000,000

and deposits of $214,000,000. (Ex. 134-A; Ex. 232, R., 2121.)
From 1903 to 1907, inclusive, it paid dividends on its increased
capital of $25,000,000 at the rate of 8 per cent; and since 1907 at the
rate of 12 per cent; and has accumulated a surplus and profits of
$28,181,981, of which, however, $7,500,000 was paid in by stockholders. (Ex. 232, R., 2104.)
Affiliations with National City Co.—This is a stock-holding adjunct
of the National City Bank, organized on the same plan as the First
Security Co. Its capital stock is $10,000,000, to pay which a special
dividend of 40 per cent was declared by the bank. (Ex. 232, R., 21082110.) Its total resources and profits are unknown.
Affiliations with Farmers' Loan cfc Trust Co.—Nine directors of the

National City Bank, including the president, Mr. Vanderlip, and
Mr. James A. Stillman, are directors of the Farmers' Loan & Trust
Co., which has resources of $135,000,000 and deposits of $125,000,000.
(Ex. 134-A, Interlocking Directorates.)
Affiliations with New York Trust Co.—Mr. Stillman and two other
directors of the National City Bank are directors of the New York
Trust Co., which has resources of §63,000,000 and deposits of $37,000,000. (Ex. 134-A.)

REVIEW OP EVIDENCE ON CONCENTRATION OP CONTROL, ETC.

Affiliations with United States Trust Co.—James Stillman, William
Rockefeller, and William D. Sloane, of the bank's directorate, are
directors of the United States Trust Co., which has resources of
$77,000,000 and deposits of $60,000,000. (Ex. 134-A.)
Affiliations with Riggs National Bank and American Security &
Trust Co., of Washington, D. C.—Mr. Vanderlip is a director in these
two institutions, which have resources of $15,000,000 and $14,000,000,
respectively, and deposits of $9,000,000 each. (Ex. 134-A.)
Affiliations with National Bank of Commerce.—Mr. Vanderlip, president, and Mr. Simonson, a vice president, of the National City Bank,
are directors of the National Bank of Commerce. (Ex. 134-A.)
Summary of affiliations with financial corporations.—It is thus seen
that the National City Bank, together with its adjunct, the National
City Co., has resources of $285,000,000, taking no account of the
unknown assets of the latter; that three other institutions in the city
of New York in which it has an influential voice have resources of
$275,000,000; and that a bank and a trust company outside New
York in which its president is a director ha\e resources of $29,000,000;
making total banking resources of about $600,000,000 within its
sphere of influence.
Affiliations with Chesapeake db Ohio Railway Co.—Mr. Vanderlip,
president of the bank, is a director of this railway, and Mr. Trumbull,
president of the railway company, is a director of the bank. Since
1910 the bank, in conjunction with others, has marketed for it 10
security issues aggregating $63,000,000. Its capital stock and funded
debt is $285,000,000, and it controls 2,000 miles of road. (Ex. 232,
R., 2104,2111; Ex. 134-A.)
Affiliations with Chicago, Milwaukee & St. Paul Railway Co.—J. Ogden Armour and William Rockefeller, directors, and Samuel McRoberts,
vice president, of the National City Bank, are directors of this railway, and since 1909 the bank, in conjunction with others, has marketed for it three issues of securities aggregating $87,000,000, and one
issue of $25,000,000 for a subsidiary, the Chicago, Milwaukee &
Puget Sound Railway Co. Its capital stock and funded debt is
is $486,000,000, and it has 10,000 miles of road. (Ex. 232, R., 2104,
2111; Ex. 134-A.)
Affiliations with Chicago & North Western Railway.—James Stillman, H. C. Frick, and C. H. McCormick, of the bank's directorate,
are directors of this railway, which has capital stock and funded debt
of $334,000,000 and controls 8,000 miles of road. (Ex. 134-A.)
Affiliations with Delaware, Lackawanna & Western Railroad Co.—
James Stillman, William Rockefeller, M. Taylor Pyne, H. A. C. Taylor, and S. S. Palmer, of the bank's directorate, are directors of this
railroad. (Ex. 134-A.)
Affiliations with Southern Pacific Co.—Messrs. Vanderlip and William
Rockefeller were directors of this company until the Supreme Court
recently decreed its separation from the Union Pacific, and Mr. Lovett,
until then its chief executive officer, is a director of the bank. In
1909, the bank, in conjunction with others, marketed for it two security
issues, aggregating $10,000,000, and one of $44,500,000 for its subsidiary, the Southern Pacific Railroad Co. The company has a capital stock and funded debt of $894,000,000 and controls 10,000 miles of
railroad. (Ex. 232, R., 2104, 2111; Ex. 134-A.)

KEVIEW OF EVIDENCE ON COSCEXTKATIOX OF CONTROL, ETC.

Affiliations with Vn-iun Pacific Railroad i.'o, -Messrs. Vanderlip and
William Rockefeller, of the bank's directorate, are directors of this
railroad, and Mr. Lovett, chief executive officer of the railroad, is a
director of the bank. Its capital stock and funded debt is $660,000,000, and it controls 7,000 miles of road. (Ex. 134-A.)
Affiliations with other railroad systems.—Of the bank's directors,
James Stillman and William Rockefeller are directors of the New
York Central; the former and Mr. Lovett are also directors of the
Baltimore & Ohio Railroad Co., and Mr. Rockefeller is a director of
the New York, New Haven & Hartford; Mr. Vanderlip and Mr. Trumbull are directors of the Hocking Valley and the Missouri, Kansas &
Texas. The former is also a director of the Seaboard Air Line. Mr.
Frick is a director of the Atchison, Topeka & Santa Fe, the Norfolk &
Western, the Pennsylvania, and the Reading Co. (Ex. 134-A; Ex.
232, R., 2104, 2111.)
Affiliations with Amalgamated Copper Co.—James Stillman and
William Rockefeller, together with the late Henry H. Rogers, were
the chief figures in the organization of this company; and the National
City Bank was the agent to receive public subscriptions for the stock.
Mr" Rockefeller is still a director. (Ex. 134-A.)
Affiliations with Armour & Co.—J. Ogden Armour, head of the
company, is a stockholder and director of the bank, and Samuel
McRoberts, a vice president of the bank, is a director of the company.
In 1909 the bank, in conjunction with others, marketed for the company an issue of $30,000,000 of bonds. (Ex. 134-A; Ex. 232, R.,
2111, 2113.)
Affiliations with Lackawanna Steel Co.—Four of the bank's directors are directors of the Lackawanna Steel Co. (Ex. 134-A.)
Affiliations with other producing and trading corporations.—Two of
the bank's directors or officers are directors of the American Sugar
Refining Co. and the United States Steel Corporation, and one is a
director in the Baldwin Locomotive Works, the Central Leather Co.,
Intercontinental Rubber Co., and International Harvester Co. In
1910, 1911, and 1912 the bank participated in the marketing of
three security issues of the Consolidation Coal Co., amounting to
$13,000,000. (Ex. 134-A; Ex. 232. R., 2111.)
Affiliations with Consolidated Gas Co., of New York.—Of the 13
directors of this company, 6, including Messrs. Vanderlip and William
Rockefeller, are directors of the bank which markets the securities of the company and owns $4,400,000 of its bonds. The company is dominated by the Stillman and Rockefeller interests, though
Anthony N. Brady and Thomas F. Ryan have large holdings. It
controls the corporations which supply the city of New York with
gas and electricity. Its capital stock is $200,000,000 and its annual
gross income is around $50,000,000. (Ex. 134-A; Sehiff, R., 1674.)
Affiliations with Chicago Elevated Railways.—Messrs. Vanderlip and
McRoberts, president and vice president of the bank, are trustees
of this company. (Ex. 134-A.)
Affiliations with Western, Union Telegraph Co.—Mr. Stillman, Mr.
Lovett, and Mr. Schiff of the bank's directorate, are directors of
this company. (Ex. 134-A.)

KEVIEW OF EVIDENCE ON CONCENTRATION OP CONTROL, ETC.

SECTION 8.—LEE, HIGGINSON & CO.

Organization.—This is a tirm of Boston and New York established
over 50 years ago and now consisting of Henry L. Higginson, Gardiner
M. Lane, James J. Storrow, George C. Lee, N. P. Halowell, Mr.
Levick, Mr. Shaw, Mr. Shelton, Charles H. Schweppe, and Francis
L. Higginson, jr. (Lane, R., 2003.)
General character of business.—It does an investment banking
business, including especially the purchasing and underwriting of
issues of securities and their distribution to the public "over the counter" and through bond salesmen scattered over the country. It is
not the regular depository of any interstate corporations, though the
purchase price of securities is sometimes left with it by the vendor
corporation, subject to call. (Lane, R., 2008, 2009, 2013; Ex. 215,
R., 1904.)
Security issues purchased or underwritten.—Since 1907 the firm has
has purchased or underwritten, principally in conjunction with other
bankers, over 100 security issues of the greater interstate corporations
amounting in the aggregate to upward of $1,000,000,000. (Ex.
216, R., 1925.)
Affiliations with National Shawmut Bank of Boston.—Of its capital
stock of $10,000,000 the firm and members own $100,000 par value,
and Mr. Henry L. Higginson is a director. It has absorbed 13 other
banks, and has a surplus and undivided profits of about $7,000,000,
resources of $106,000,000, and deposits of from $85,000,000 to
$90,000,000, and is the largest bank in Boston. (Ex. 215, R., 19061916; Ex. 218, R., 1947; Lane, R., 2003; Winsor, R 1997.)
Affiliations with First National Bank of Boston.—Of its capital stock
of $5,000,000 the firm and individual members own $273,800 par
value, and Mr. Storrow and Mr. Levick are directors. It has absorbed a number of other banks and has a surplus and undivided
profits of $10,000,000, resources of $94,000,000, and deposits of
$75,000,000 approximately, and is the second largest bank in Boston.
(Ex. 215, R., 1906-1916; Ex. 218, R., 1947; Lane, R., 2003; Winsor,
R., 1997.)
Affiliations with Old Colony Trust Co. of Boston.—The firm and
individual members own $262,000 par value of its capital stock, and
Mr. Lane is a director. It is the largest trust company in Boston,
having absorbed a number of others; its resources are $93,000,000,
deposits about $80,000,000. (Ex. 215, R., 1906-1916; Ex. 218,
R., 1947; Lane, R., 2003; Winsor, R., 1997.)
This Trust Co. and the First National and National Shawmut
Banks control at least more than half of the banking resources in
Boston. There are now only 14 national banks in Boston as compared with (about) 55 in 1898, and at the same time the total
resources of aU such banks in that city has greatly increased.
(Winsor, R., 1997.)
Affiliations with other banks and trust companies.—The firm and
individual members own about $57,000 par value of the capital stock
of the Commonwealth Trust Co. of Boston, and Mr. Lee and Mr. F. L.
Higginson, jr., are directors thereof; and Mr. Hallowell is a director
of the National Bank of Commerce of Boston. (Ex. 215, R., 19061916; Ex. 218, R., 1947; Lane, R., 2003.)

REVIEW OF EVIDEHCE ON CONCENTBATION OP CONTROL, ETC.

Affiliations with the greater transportation, producing and trading
and public utility corporations.—Thefirmhas a, representative in the
directorates of the Louisville & Nashville Railroad, American Agricultural Chemical Co., American Writing Paper Co., General Electric
Co., United Fruit Co., United States Smelting, Refining & Mining Co.,
United States Steel Corporation, American Telephone & Telegraph
Co., Interborough Rapid Transit Co., of New York, and Massachusetts
electric companies. (Ex. 134-A.)
And in conjunction with other bankers it has purchased or underwritten the security issues of these and also of other of the greater
corporations, as follows: American Smelters Security Co., American
Woolen Co., Armour & Co., Atchison, Topeka & Santa Fe Railway,
Baldwin Locomotive Works, Baltimore & Ohio Railroad, Chesapeake
& Ohio Railway, Chicago, Burlington & Quincy Railroad, Chicago
Great Western Railway, Chicago, Indiana & Southern Railway, Chicago, Milwaukee & Puget Sound Railway, Chicago & Northwestern
Railway, Cudahy Packing Co., Erie Railroad Co., General Electric
Co., Great Northern Railway, Hocking Valley Railway, International Harvester Co., Jones & Laughlin Steel Co., Kansas City Terminal Railway, Missouri Pacific Railway, New York Central Lines,
New York, New Haven & Hartford Railroad and subsidiaries, including the Boston & Maine and the Maine Central, Norfolk & Western
Railway, Oregon-Washington Railroad & Navigation Co., Pennsylvania Railroad, St. Louis & San Francisco Railroad, Southern Pacific
Co., Southern Railway Co., Terminal Railway Association of St.
Louis, United States Steel Corporation's subsidiaries, Virginian Railway, Wabash Railroad, and Western Electric Co. (Ex. 216, R., 1925.)
SECTION 9.

KIDDEK, PEABODT & CO.

Organization.—This is a firm of Boston and New York, which had
its beginning in 1845, and now consists of Robert Winsor, William G.
Webster, Frank E. Peabody, William Endioott, jr., and Frank W.
Remick, of Boston, and Charles S. Sargent, jr., and William L. Benedict, of New York. (Winsor, R., 1995.)
General character of business.—It does an international banking
business, especially in the purchasing, underwriting, and marketing
of security issues of corporations. Baring Bros. & Co. are its London correspondents. (Winsor, R., 1995.)
Security issues purchased or underwritten.—Since 1907 the firm has
purchased or underwritten, principally in conjunction with other
bankers, upward of 100 issues of the greater interstate corporations
aggregating in excess of $1,100,000,000. (Ex. 229, R., 2072-2085.)
Affiliations with National Shawmut Bank of Boston.—Of its capital
9tock of $10,000,000 the firm owns $579,200, par value, and Mr.
Winsor and Mr. Webster are directors. (Winsor, R., 1995, 1996; Ex.
228, R., 2054.)
Affiliations with Old Colony Trust Co., of Boston.—The firm owns
$358,700, par value, of its capital stock, and Mr. Endicott is a director.
The resources, deposits, and surplus of this company and of the
National Shawmut Bank are as stated just above. (Winsor, R., 1995,
1996; Ex. 228, R., 2054.)
Affiliations with other banks and trust companies.—The firm is a
small stockholder in the National Bank of Commerce, of Boston, of

REVIEW OF EVIDENCE ON CONCENTRATION OF CONTBOL, ETC.

which Mr. Endicott is vice president and a director; it owns $261,200,
par value, of the capital stock of the Worcester Trust Co. and has
two representatives in the directorate; it is a small stockholder of the
Union Trust Co., of Springfield, and has two representatives in the
directorate; and Mr. Endicott is a director of the New England and
Bay State Trust Cos. of Boston. (Winsor, R., 1995-1998; Ex. 228,
R., 2054, 2086.)
It should be observed that Kidder, Peabody & Co. and Lee, Higginson & Co., if not the dominant factors, are the most potent single force
in the control of the three institutions which hold at least more than
half of the banking resources of Boston—the National Shawmut Bank,
the First National Bank, and the Old Colony Trust Co. Together they
own $679,200, par value, of the capital stock of the first named and
$619,300 of that of the last, and have three and two representatives,
respectively, in their directorates; while Lee, Higginson & Co. alone
own $273,800 of the capital stock of the second and has two representatives in its directorate.
Affiliations with the greater transportation, producing and trading, and

public utility corporations.—Thefirmhas one representative in the
directorate of the Boston & Albany Railroad, two in that of the Fore
River Shipbuilding Co., three in that of the Hartford Carpet Corporation, one in that of the United States Steel Corporation, one in that
of the Boston Consolidated Gas Co., two in that of the Boston Elevated Railway, and one each in the directorates of the American Telephone & Telegraph Co. and the Western Union Telegraph Co.
(Ex. 134-A.)
And it has joined with other bankers in purchasing or underwriting
the security issues of most of these and also of other of the greater
corporations, as follows: Amalgamated Copper Co.; American Cotton
Oil Co.; American Smelters Security Co.; American Woolen Co.;
Armour & Co.; Atchison, Topeka & Santa Fe Railway; Baldwin Locomotive Works; Central Pacific Co.; Chesapeake & Ohio Railway;
Chicago, Burlington & Quincy Railroad; Chicago Great Western Railway; Chicago, Milwaukee & St. Paul Railway, and its subsidiary,
Chicago, Milwaukee & Puget Sound Railway; Chicago & Northwestern
Railway; Chicago, Rock Island & Pacific Railway; Cincinnati, Hamilton & Dayton Railroad; Delaware & Hudson Co.; Erie Railroad;
Keystone Coal & Coke Co.; Missouri Pacific Railway; New York Central lines; New York, New Haven & Hartford Railroad and subsidiaries, including the Boston & Maine and the Maine Central; OregonWashington Railroad & Navigation Co.; Pennsylvania Railroad;
Reading Co.; St. Louis & San Francisco Railroad; Southern Pacific
Co.; Southern Railway; United Dry Goods Co.; United Fruit Co.;
United States Smelting, Refining & Mining Co.; United States Steel
Corporation's subsidiaries; Western Electric Co.; and Westinghouse
Electric & Manufacturing Co. (Ex. 229, R., 2073-2085.)
SECTION 10.—KUHN, LOEB & CO.

Organization.—This is a firm consisting of Jacob H. Schiff, senior
partner; his son, Mortimer L. Schiff; Otto H. Kahn, Paul M. Warburg, Felix M. Warburg, and Jerome H. Hanauer. (Schiff, R., 1661.)

BEVIEW OF EVIDENCE ON CONCENTRATION OF CONTEOL, ETC.

General character of business.—It does an international banking
business, including especially the issuance of securities. It does not
seek general deposits and is not engaged in the general business of
accepting deposits against draft, though it receives special deposits
at times, and the purchase price of securities issued by it is occasionally
left with it temporarily. (Scbiff, K., 1661; Ex. 200, K. 1695.)
Resources, deposits, and profits.—Its resources and profits have not
been disclosed. In the last six years it has held for interstate corporations deposits averaging $17,347,500. (Ex. 200, R., 1695.)
Security issues marketed.—From 1907 to 1912, inclusive, the firm
purchased alone security issues of corporations amounting to
$530,862,000, and in conjunction with other bankers issues amounting to $704,777,708. From 1897 to 1906, inclusive, it purchased
with other bankers issues amounting to $821,289,000. (Ex. 200, R.,
1756-1763.)
Affiliations with Fourth National Bank of New York.—Of its capital
stock of $5,000,000, the firm owns $325,400, par value, all acquired
since 1905; and Mortimer L. Schiff is a director. Its resources are
$51,000,000; deposits, $29,000,000.
Affiliations with Equitable Trust Co., of New York.—Of its capital
stock of $3,000,000, the firm owns $466,000, par value, mostly
acquired since 1905; and Mr. Kahn is a director. Its resources are
$102,000,000; deposits, $84,000,000. (Ex. 200, R., 1696, 1765.)
Affiliations with National Bank of Commerce of New York.—Of its
capital stock of $25,000,000, the firm owns $470,000, par value,
$300,000 of which was acquired since 1905; and Paul M. Warburg is a
director and member of the finance committee. (Ex. 200, R., 1696,
1765.)
Affiliations with United States Mortgage & Trust Co., of New York.—
The firm owns $394,000, par value, of its stock; and P. L. Warburg
and M. L. Schiff are directors. (Ex. 200, R., 1696, 1765.)
Affiliations with other financial corporations.—Thefirmis a substantial stockholder in the National Park Bank, the Bank of the
Manhattan Co., the Merchants National Bank, the Union Exchange
National Bank, all of New York, and the First National Bank of
Chicago: and i9 a small stockholder in the Title Guarantee & Trust
Co., of New York, of which also Paul M. Warburg is a director. The
firm is a small stockholder in various other banks and trust companies.
(Ex. 200, R.. 1696. 1765.)
Affiliations with Baltimore & Ohio Railroad.—With Speyer & Co.,
the firm managed the reorganization of this railroad and its subsidiary,
the Baltimore & Ohio Southwestern, and from 1897 to 1911 marketed
for it 21 security issues aggregating $345,000,000. In 1912 the firm
alone marketed for it an issue of 15,000,000. Paul M. Warburg is a
director. Its capital stock and funded d*ebt is §547,000,000 and it
controls 4,000 miles of railroad. (Ex. 200, R., 1712, 1758-1763;
Ex. 134-A.)
Affiliations with Union Pacific Railroad.—Thefirmserved as bankera
inconducting the reorganization of thisrailroad, and Has remained such,
purchasing alone from it between 1907 and 1911 four securitv issues,
aggregating $103,000,000, and, in conjunction with other bankers,
one issue of 17,500,000 and another of §40,000,000 from a subsidiary,
the Oregon-Washington Railroad & Navigation Co., and in 1897 one
of $5,390,000 from another subsidiary, the Oregon Railway & Navigation Co. Otto H. Kahn and Mortimer L. Schiff are directors.

BEVIEW OF EVIDENCE ON CONCENTRATION OF CONTROL, ETC.

Jacob H. Schiff is a director in one of its principal subsidiaries, the
Oregon-Washington Railroad & Navigation Co. It has a capital
stock and funded debt of 1660,000,000 and controls 7,000 miles of
road. (Ex. 200, R., 1699,1758-1763, 1765; Ex. 134-A.)
Affiliations with Southern Pacific Co.—The firm has also been
banker for this system, and between 1907 and 1911 purchased alone
from it and its subsidiaries, the Southern Pacific Railroad and the
Central Pacific Railway, 8 security issues, aggregating $124,000,000,
and between 1903 and 1911, with associates, purchased 19 further
issues, aggregating $210,000,000. Mr. Kahn and Mortimer L. Schiff
were directors until the very recent decree of the Supreme Court
ordering the company to be separated from the Union Pacific. It
has a capital stock and funded debt of $894,000,000 and controls
10,000 miles of road. (Ex. 200, R., 1758-1763, 1765; Ex. 134-A.)
Affiliations with the Chicago & North Western Railway.—From 1909
to 1912 the firm purchased alone from this company six security
issues, aggregating $53,750,000, and one issue of $5,000,000 from its
subsidiary, the Chicago, St. Paul, Minneapolis & Omaha Railway.
(Ex. 200, R., 1758-1763.)
Affiliations with Chicago & Alton Railroad.—From 1907 to 1912
thefirmpurchased alone from this company two security issues, aggregating $14,000,000, and, in conjunction with others, one issue of
$4,500,000. (Ex. 200, R., 1758-1763.)
Affiliations with Chicago & Eastern Illinois Railroad.—In 1912 the
firm purchased alone seven securitv issues of this company, aggregating $11,000,000. (Ex. 200, R., 1758.)
Affiliations with Illinois Central Railroad.—From 1908 to 1912 the
firm purchased alone from this company four security issues, aggregating $47,740,000, and from 1897 to 1904, in conjunction with
other bankers, three issues, aggregating $45,000,000. (Ex. 200, R.,
1758-1763.).
Affiliations with Pennsylvania Railroad.—From 1907 to 1912 the
firm purchased alone from this company four security issues aggregating $75,000,000, and, in conjunction with other bankers one issue
of $40,000,000 and three issues of a subsidiary, the Pittsburgh, Cincinnati, Chicago & St. Louis Railway, aggregating $13,000,000. In
1905, associated with J. P. Morgan & Co., it purchased an issue of
$100,000,000, and from 1899 to 1905, in association with Speyer &
Co., nine issues, aggregating $128,000,000. (Ex. 200, R., 1758-1763.)
Affiliations with Wabash Railroad.—In 1912 the firm purchased
alone three issues of this company, aggregating $14,000,000; in 1910
one issue of $5,000,000 in conjunction with other bankers; and in
1908, also in conjunction with other bankers, two issues of a subsidiary, the Wheeling & Lake Erie Railroad, aggregating $12,000,000.
(Ex. 200, R., 1758-1763.)
Affiliations with other railroad systems.—The firm has purchased
from other railroad systems security issues as follows:
Atchison, Topeka & Santa Fe Railway, from 1897 to 1899, three
issues, aggregating $15,000,000, in conjunction with other bankers.
Chesapeake & Ohio Railway, since 1907, 16 issues, aggregating
$85,000,000, in conjunction with other bankers.
Chicago, Milwaukee & St. Paul Railway, since 1909, in conjunction
with other bankers, three issues, aggregating $88,000,000, and one

REVIEW OF EVIDENCE ON CONCENTRATION OF CONTROL, ETC.

issue of $25,000,000 of a subsidiary, the Chicago, Milwaukee & Puget
Sound Railway, in conjunction with other bankers.
Delaware & Hudson Co., since 1907, six issues, aggregating
$45,000,000, in conjunction with other bankers, and one of $2,000,000
alone.
Denver & Rio Grande Railroad, in 1898 and 1899, two issues, aggregating $6,500,000, in conjunction with other bankers.
Hocking Valley Railway, since 1910, two issues, aggregating
$5,584,000.
Missouri Pacific Railway, in 1909, one issue of $29,806,000 alone,
and in 1897 one issue of $10,000,000 of a subsidiary, the St. Louis,
Iron Mountain & Southern Railway, in conjunction with other
bankers.
New York, New Haven & Hartford Railroad, in 1907, one issue (a
foreign loan) of $28,000,000 and one issue of $1,948,000 of a subsidiary, the New York, Ontario & Western Railway, both alone.
St. Louis Southwestern Railway, in 1909, one issue of $1,000,000
alone. (Ex. 200, R., 1758-1763.)
Paul M. Warburg, of the firm, is a director of the Wells-Fargo
Express Co. (Ex. 200, R., 1765.)
Affiliations with Westinghouse Electric db Manufacturing Co.—Paul
M. Warburg is a director, and in 1907 and 1910 the firm purchased
alone from the company two note issues of $6,000,000 and $4,000,000.
(Ex. 200, R.. 1758-1763, 1765.)
Affiliations with other producing and trading corporations.—In conjunction with other bankers, the firm purchased, in 1909, an issue
of $30j000,000 of Armour & Co.; in 1910 an issue of $10,000 of the
Baldwin Locomotive Works; in 1910 an issue of $9,000,000 of the
Consolidation Coal Co.; in 1899 two stock issues of the American
Beet Sugar Co., aggregating $6,400,000. (Ex. 200, R., 1758-1763.)
Affiliations with American Telephone & Telegraph Co.—In conjunction with other bankers, the firm has purchased from this company since 1906 three issues aggregating $150,000,000. (Ex. 200, R.,
1758-1763.)
Affiliations with Western Union Telegraph Co.—Mr. Schiff, of the
firm, is a director.
Affiliations with Kansas City Railway & Light Co.—In conjunction
with other bankers the firm purchased from this company in 1903
and 1904 four issues aggregating $16,500,000. (Ex. 200, R., 1763.)
SEC. 11.

INTERRELATIONS OF MEMBERS OF THE GROUP.

Morgan & Co. and First National Bank.—Mr. Morgan, head of the
firm of Morgan & Co., of New York, and Drexel & Co., of Philadelphia,
and Mr. Baker, head officer and dominant power in the First National
Bank since shortly after its organization, have been close friends and
business associates from almost the time they began business. Mr.
Morgan, testifying as to their relations, said (p. 1034):
Q.
have
A.
Q.
A.

You and Mr. Baker have been old and close friends and associates for many years,
you not?
For a great many years; yes.
Almost since you began business?
Well, since 1873, at least.

REVIEW OJ? EVIDENCE ON CONCENTRATION 04' CONTROL, ETC.

Q. During that time your house has been of great aid to the First National Bank
in building up their great prosperity and they have been of great aid to you?
A. I hope so.
Q. That is the fact, is it not?
A. That is the fact, I think.
Q. During that period you have made many purchases of securities jointly and
many joint issues of securities, have you not?
A. Yes, sir.

Before becoming partners in Morgan & Co., Mr. Davison and Mr.
Lamont', two of the most active members of the firm, were vice presidents of the First National Bank, and still remain directors.
Next to Mr. Baker, Morgan & Co. is the largest stockholder of the
First National, owning 14,500 shares, making the combined holdings
of Mr. Baker and his son and Morgan & Co. about 40,000 shares out of
100,000 outstanding—a joint investment, based on the market value,
of $41,000,000 in this one institution.
Three of the Morgan partners—Mr. Morgan himself, Mr. Davison,
and Mr. Lamont—are directors of the First National, and Mr. Morgan
is a member of the executive conimittee of four, which has not,
however, been active and has rarely met.
The First National has been associated with Morgan & Co. in
the control of the Bankers Trust Co. As before stated, when the
company was organized, its entire capital stock was vested in George
W. Perkins, H. P. Davison, and Daniel G. Reid as voting trustees.
Mr. Perkins was then a Morgan partner and Mr. Davison and Mr.
Reid were, respectively, vice president and a large stockholder of the
First National. Mr. Davison, who has since become a Morgan
partner, and Mr. Reid have continued as such trustees. Mf. Perkins
has been succeeded by the attorney of the company, who is also
Mr. Davison's personal counsel. Mr. Davison and Mr. Lamont,
of the Morgan firm, and Mr. Hine, president, Mr. Norton, vice president, and Mr. Hepburn, member of the executive committee of the
First National, are codirectors of the Bankers Trust Co., Mr. Hine
being also a member of its executive committee.
The First National likewise has been associated with Morgan & Co.
in the control of the Guaranty Trust Co., Mr. Baker of the former
being joined with Mr. Davison and Mr. Porter of the latter as voting
trustees.
In the Astor Trust Co., controlled by Morgan & Co. through the
Bankers Trust Co., Mr. Baker and Mr. Hine, chief officers of the
First National, are directors.
In the Liberty National Bank, controlled by Morgan & Co. through
the Bankers Trust Co., Mr. Hine is also a director.
Since its organization in 1894 Mr. Morgan and Mr. Baker have been
associated as voting trustees in the control of the Southern Railway,
of which, also, Morgan & Co. and the First Security Co. are stockholders, and Mr. Steele of the former and George F. Baker, jr., and
H. C. Fahenstock of the First National are directors.
Mr. Morgan and Mr. Baker are also associated as voting trustees in
the control of the Chicago Great Western Railway.
Mr. Morgan and Mr. Baker are further associated as directors
and members of the executive committee of the New York Central
Lines and as directors of the New York, New Haven & Hartford
Railroad and the Pullman Co.
80519°—H. Kept. 1503, 62-3

-6

REVIEW OF EVIDENCE ON CONCENTRATION OF CONTROL, ETC.

At Mr. Morgan's request Mr. Baker became and has remained a
director and member of the finance committee of the United States
Steel Corporation, which, as previously shown, was organized and
always has been dominated by the former. At the request of Mr.
Perkins, who, as a partner in Morgan & Co., was active in organizing
the International Harvester Co., Mr. Baker became a director of
that company, resigning only recently.
Mr. Stotesbury, of Morgan & Co., and Mr. Baker are associated as
voting trustees in the control of the William Cramp Ship & Engine
Building Co.
In 1901 Mr. Baker and associates, cooperating with Mr. Morgan,
transferred to Reading Co. a majority 01 the stock of the Central
Railroad of New Jersey, thereby bringing under one control railroad
systems transporting 33$ per cent of the anthracite coal moving
from the mines and coal companies owning or controlling 63 per cent
of the entire anthracite deposits. (Baker, R., 1504, 1506, 1508.)
In the same year Mr. Baker cooperated with Mr. Morgan in transferring to the Northern Securities Co. controlling stock interests in
the Northern Pacific and Great Northern Railways, competitive
transcontinental systems.
One or more members of Morgan & Co. and one or more officers or
directors of the First National are associated as codirectors in the
following additional corporations, among others:
The Mutual Life Insurance Co. of New York;
The anthracite railroads, including the Reading, the Central of
New Jersey, the Lehigh Valley, the Erie, the New York, Susquehanna
& Western, and the New York, Ontario & Western;
The Northern Pacific Railway, in which also Mr. Steele, of Morgan
& Co., and Mr. Baker, of the First National, are members of the
executive committee;
Adams Express Co.;
American Telegraph & Telephone Co.; and
The Baldwin Locomotive Works.
But nothing demonstrates quite so clearly the close and continuing
cooperation between Morgan & Co. and the First National Bank as
their joint purchases and underwriting^ of corporate securities.
Since 1903 they have purchased for their joint account, generally
with other associates, 70 odd security issues of 30 different corporations, aggregating approximately $1,080,000,000. (Ex. 213, R., 1895;
Ex. 235, R., 2127.) A complete statement of such joint transactions
in securities will be found in a subsequent part of this report.
It is thus seen that through stockholdings, interlocking directors,
partnership transactions, and other relations, Morgan & Co. and the
First National Bank are locked together in a complete and enduring
community of interest. Their relations in this regard are, indeed, a
commonplace in the financial world. Thus, Mr. Sehiff being asked
whether he knew ''the close relations between Messrs. Morgan and
the First National Bank," replied ' 'I do." (,R., 1687.)
Morgan cfc Co., First National Bank, and National City Bau!;.—

Mr. Stillman, as president, chairman of the board of director^, and
largest stockholder, for a long time has held a position of dominance
in the National City Bank corresponding to Mr. Morgan's in hi* fnm
and Mr. Baker's in "the First National Bank.

BEVIEW OF EVIDENCE ON CONCENTRATION OF CONTBOL, ETC.

For many years while Morgan & Co. and the First National Bank
were in close business union the National City Bank apparently
occupied a position of independence. More recently, however, it
has been drawn into the community of interest long existing between
the two first named, as is evidenced by a series of important transactions.
First. Within three or four years Morgan & Co. acquired $1,500,000
par value of the capital stock of the National City Bank, representing
an investment at the stock's present market price of $6,000,000,
and J. P. Morgan, jr., became a director. (Mdrgan, R., 1036,
1075, 1076;Davison, R., 1879; Ex. 134-A.)
Second. In 1910 Mr. Morgan, in conjunction with both Mr. Baker,
his long-time associate, and Mr.. Stillman, head of the National City
Bank, purchased from Mr. Ryan and the Harriman estate $51,000,
par value, of the stock of the Equitable Life Assurance Society, paying
therefor what Mr. Ryan originally paid with interest at 5 per cent—
about $3,000,000-ythe investment yielding less than one-eighth of 1
per cent. Mr. Stillman and Mr. Baker each agreed to take a onefourth interest in the purchase if requested to do so by Mr. Morgan.
No such request has yet been made by him.
No sufficient reason has been given for this transaction, nor does
any suggest itself, unless it was the desire of these gentlemen to eontrol the investment of the $504,000,000 of assets of this company, or
the disposition of the bank and trust company stocks which it held
and was compelled by law to sell within a stated time. Mr. Morgan
was interrogated as follows on this subject (R., 1068, 1069, 1071):
Q. You may explain, if you care to, Mr. Morgan, why you bought from Messrs. Ryan
and Harriman $51,000 par value of stock that paid only $3,710 a year, for approximately $3,000,000, that could yield you only one-eighth or one-ninth of 1 per cent.
A. Because I thought it was a desirable thing for the situation to do that.
Q. That is very general, Mr. Morgan, when you speak of the situation. Wasnotthat
stock safe enough in Mr. Ryan's hands?
A. I suppose it was. I thought it was greatly improved by being in the hands of
myself and these two gentlemen, provided I asked them to do so.
Q. How would that improve the situation over the situation that existed when
Mr. Ryan and Mr. Harriman held the stock?
A. Mr. Pvyan did not have it alone.
Q. Yes; but do you not know that Mr. Ryan originally bought it alone and Mr.
Harriman insisted on having him give him half?
A. I thought if he could pay for it that price I could. I thought that was a fair price.
Q. You thought it was good business, did you?
A. Yes.
Q. You thought it was good business to buy a stock that paid only one-ninth or
one-tenth of 1 per cent a year?
A. I thought so.
Q. The normal rate of interest that you can earn on money is about 5 per cent, is
it not?
A. Not always; no.
Q. I say, ordinarily.
A. I am not talking about it as a question of money.
Q. The normal rate of interest would be from 4 to 5 per cent, ordinarily, would it not?
A. Well?
Q. Where is the good business, then, in buying a security that only pays one-ninth
of 1 per cent?
A. Because I thought it was better there than it was where it was. That is all.
Q. Was anything the matter with it in the hands of Mr. Ryan?
A. Nothing.

84
Q.
A.
Q.
A.
Q.
A.

EEVIEW OF EVIDENCE ON CONCENTEATION Oi' CONTROL, ETC.
In what respect would it be better where it is than with him?
That is the way it struck me.
Is that all you have to say about it?
That is all I have to say about it.
You care to make no other explanation about it?
No.

Q. I do not understand why you bought this company.
A. For the very reason that I thought it was the thing to do, as I said.
Q. But that does not explain anything.
A. That is the only reason I can give.
Q. It was the thing to do for whom?
A. That is the only reason I can give. That is the only reason I have, in other
words. I am not trying to keep anything back, you understand.
Q. I understand. In other words, you have no reason at all?
A. That is the way you look at it. I think it is a very good reason.

Mr. Baker was asked the following questions (B,., 1466,1467, 1469,
1470, 1535):
Q. Coming, now, to this transaction of the Equitable Life. You remember when
Mr. Morgan acquired the control from Messrs. Ryan and Harriman, do you not?
A. Yes, sir.
Q. When was it?
A. I could not tell you that date.
Q. It was in 1910, was it not?
A. If that is what you have in your record there, that is correct, I suppose.
Q. I think that is correct. Is that your recollection?
A. No; it is not my recollection; but it is on the record there.
Q. What is your recollection?
A. I know it was two or three years ago. That is all.
Q. At the time Mr. Morgan acquired the interest in the Equitable, did he consult
with you?
A. Yes, sir.
Q. And with Mr. Stillman?
A. Yes.
•
•
•
•
•
•
•
Q. * * * I want to ask you further concerning this Equitable Life transaction.
Do I correctly understand that at the time Mr. Morgan made the purchase you and
Mr. Stillman committed yourselves to take part of it?
A. That was done so informally
Q. (interrupting). Did you?
A. Yes; I will say we did.
Q. You were consulted before it was done, and you agreed to take a part of it?
A. Yes.
Q. Then, following that, about a year later, you were asked to write this letter, were
you not, confirming that arrangement?
A. Yes. Mr. J. P. Morgan, jr., wrote me a letter and I put my initials at the
bottom, saying it was so, or something of that kind.
•
•
•
*
•
•
•
Q. Referring back, now, to the talk you say you had with Mr. Morgan and
Mr. Stillman about the purchase of the Equitable stock; before it was purchased,
what reason did Mr. Morgan give for wanting to take that stock from Mr. Ryan?
A. I can not remember that he gave any special reason, except that he" thought
it would be a good thing to be in his hands.
Q. When he said he thought it would be a good thing to be in his hands, rather
than in the hands of Mr. Ryan, what did you understand that to mean?
A. I did not understand that to mean much of anything. I did not take much
interest in it.

Third, about a year later Mr. Stillman and Mr. Baker, pursuant
to an understanding between them and J. P. Morgan & Co., purchased approximately one-half of the holdings of the Mutual and
Equitable Life insurance companies in the stock of the National Bank

EEVIEW OF EVIDENCE ON CONCENTBATION OF CONTBOL, ETC.

of Commerce, amounting altogether to some 42,200 shares. Mr.
Baker being a member of the finance committee of the Mutual, it was
arranged that he should purchase the Equitable's stock—about 15,250
shares—and Mr. Stillman the Mutual's. Pursuant to the understanding, Mr. Stillman turned over 10,000 shares to Morgan & Co., who
already owned 7,000 shares. Mr. Baker kept 5,000 shares, turned
over 5,000 to the First Security Co., and distributed the rest among
various persons; 3,000 shares were allotted by Mr. Stillman and Mr.
Baker to Kuhn, Loeb & Co.
Mr. Baker testified as follows regarding this transaction (R., 1463,
1464):
Q. Was the purchase of that stock the result of an understanding between you
and him and others?
A. Yes, sir.
Q. Who were the others?
A. Some of the people at Mr. Morgan's.
Q. Who?
A. I can not remember whether it was Mr. Morgan himself, or Jack—I mean
Mr. J. P. Morgan, jr.—or some others; I do not remember.
Q. Then the purchase altogether amounted to about 42,200 shares, did it not,
from the two companies?
A. Yes.
Q. What arrangement was there as to the distribution of that stock; how it should
be distributed between Messrs. Morgan and Stillman and yourself?
A. I can not remember that there was any in particular. I disposed of mine as I
have told you, and that is as near as I can remember. I can account for the bulk of it.
Q. Was there or was there not talk about the distribution of that 42,200 shares?
A. There may have been, but I do not remember.
Q. You do not remember whether there was or not?
A. No, sir.
Q. And you can not tell what Messrs. Morgan & Co. agreed to take before the
stock was bought?
A. I do not know whether they agreed to take any. I think Mr. Morgan took
10,000 shares, probably, from Mr. Stillman.
Q. Before you bought the stock between you, these three interests, was there not
some understanding, and if so, what was it, aa to the way it should be divided up?
A. Possibly there was, but I do not remember clearly enough to answer the question
intelligently to you. I am willing to admit, if it is of any interest to the committee,
that there was an understanding and that we were to take it for joint account.
Q. The committee would rather not have any admissions that do not agree with
your recollection, if you have no recollection of it at all.
A. I have not a definite enough recollection to state under oath.
Q. Is it your impression that there was an understanding that it was purchased for
joint account?
A. Yes.
Q. Between those three interests?
A. Yes; that it would be divided. I do not think they were for joint account.

The National City Bank, the First National, and Morgan & Co. now
have two representatives each on the board of directors of the National
Bank of Commerce—Mr. Vanderlip, president, and Mr. Simonson,
vice president, of the first named; Mr. Baker, chairman of the board,
and Mr. Hine, president of the second; and H. P. Davison and J. P.
Morgan, jr., of the last; whilst six of its finance committee of nine (it
has no executive committee) consist of Mr. Vanderlip and Mr. Simonson of the National City Bank, Mr. Hine of the First National,
Mr. Wiggin. president of the Chase National, which, as appeared
above, has for some years been controlled by the First National,
and Mr. Davison and Mr. J. P. Morgan, jr., of J. P. Morgan & Co.

BEVIEW OF EVIDENCE ON CONCENTRATION OF CONTBOL, ETC.

Fourth, during the same period in which occurred the three transactions just described—that is, within the last four years—the
National City Bank, the First National, and Morgan & Co. (excluding
issues in which there were other parties to the joint account) have
purchased or underwritten in joint account 36 security issues (including the impending issue of the Interborough Rapid Transit Co.)
amounting to $484,456,000, and. they, with other associates, 31 additional issues amounting to $548,027,000, making in all 67 issues aggregating over $1,000,000,000 in which the First National, the National
City Bank, and Morgan & Co. were joint purchasers or underwriters.
Further, in the same period, the National Citv Bank and Morgan & Co.
and other associates, not including the First National, have purchased
or underwritten in joint account 20 security issues aggregating
$333,385,000. On the other hand, in the 10 years prior to 1908 the
National City Bank joined with Morgan & Co. in but one purchase or
underwriting of securities and with the First National in not one.
The acquisition by Morgan & Co. of a large block oi stock of the
National City Bank, with representation upon its board of directors,
and the transactions that followed, in which those two institutions
and the First National Bank were joined, as above set forth, show a
unison of interest and a continuity of cooperation between the three,
such as for many years previously had existed between two of them—
Morgan & Co. and the First National.
Combined power of Morgan &. Co., the First National, and National

City Banks.—In earlier pages of the report the power of these three
great banks was separately set forth. It is now appropriate to consider their combined power as one group.
First, as regards banking resources:
The resources of Morgan & Co. are unknown; its deposits are
$163,000,000. The resources of the First National Bank are
$150,000,000 and those of its appendage, the First Security Co., at a
very low estimate, $35,000,000. The resources of the National City
Bank are $274,000,000; those of its appendage, the National City
Co., are unknown, though the capital of the latter is alone $10,000,000.
Thus, leaving out of account the very considerable part which is
unknown, the institutions composing this group have resources of
upward of $632,000,000, aside from the vast individual resources of
Messrs. Morgan, Baker, and Stillman.
Further, as heretofore shown, the members of this group, through
stock holdings, voting trusts, interlocking directorates, and other
relations, have become in some cases the absolutely dominant factor,
in others the most important single factor, in the control of the following banks and trust companies in the city of New York:
(a)
(5)
(c)
(d)
(e)
(/)
(g)

Bankers Trust Co., resources
Guaranty Trust Co., resources
Astor Trust Co., resources
National Bank of Commerce, resources
Liberty National Bank, resources
Chase National Bank, resources
Farmers Loan & Trust Co., resources

in all, 7, with total resource? of

$205,000,000
232,000,000
27.000,000
190,000,000
29,000,000
]50.000,000
135.000,000
968,000,000

REVIEW OF EVIDENCE ON CONCENTRATION OF CONTROL, ETC.

which, added to the known resources of members of the group themselves, makes
$1,000,000,000
as the aggregate of known banking resources in the city of New York
under their control or influence.
If there be added also the resources of the Equitable Life Assurance
Society controlled through stock ownership of J. P. Morgan
504,000,000
the amount becomes

2,104,000,000

Second, as regards the greater transporation systems.
(a) Adams Express Co.: Members of the group have two representatives in the directorate of this company.
(6) Anthracite coal carriers: With the exception of the Pennsylvania and the Delaware & Hudson, the Reading, the Central of New
Jersey (a majority of whose stock is owned by the Reading), the
Lehigh Valley, the"Delaware, Lackawanna & Western, the Erie (controlling the New York, Susquehanna & Western), and the New York,
Ontario & Western, afford the only transportation outlets from the
anthracite coal fields. As before stated, they transport 80 per cent
of the output moving from the mines and own or control 88 per cent
of the entire deposits. The Reading, as now organized, is the creation
of a member of this banking group—Morgan & Co. One or more
members of the group are stockholders in that system and have two
representatives in its directorate; are stockholders of the Central of
Xew Jersey and have four representatives in its directorate; are
stockholders of the Lehigh Valley and have four representatives in
its directorate; are stockholders of the Delaware, Lackawanna &
Western and have nine representatives in its directorate; are stockholders of the Erie and have four representatives in its directorate;
have two representatives in the directorate of the New York, Ontario
& Western; and have purchased or marketed practically all security
issues made by these railroads in recent years.
(c) Atchison, Topeka & Santa Fe Railway: One or more members of
the group are stockholders and have two representatives in the directorate of the company; and since 1907 have purchased or procured the
marketing of its security issues to the amount of $107,244,000.
(o() Chesapeake & Ohio Railway: Members of the group have two
director in common with this company, and since 1907, in association
with others, have purchased or procured the marketing of its security
issues to the amount of $85,000,000.
(e) Chicago Great Western Railway: Members of the group absolutely control this system through a voting trust.
(/) Chicago, Milwaukee & St. Paul Railway: Members of the
group have three directors or officers in common with this company, and since 1909, in association with others, have purchased
or procured the marketing of its security issues to the amount of
$112,000,000.
(g) Chicago & Northwestern Railway: Members of the group have
three directors in common with this company, and since 1909, in
association with others, have purchased or procured the marketing
of its security issues to the amount of $31,250,000.
(h) Chicago, Rock Island & Pacific Railway: Members of the
group have four directors in common with this company.
(i) Great Northern Railway: One or more members of the group
are stockholders of and have marketed the only issue of bonds made
by this company.

EEVIEW OF EVIDENCE ON CONCENTKATION OF CONTBOL, ETC.

(j) International Mercantile Marine Co.: A member of the group
organized this company, is a stockholder, dominates it through a
voting trust, and markets its securities.
(&) New York Central Lines: One or more members of the group
are stockholders and have four representatives in the directorate of
the company, and since 1907 have purchased from or marketed for it
and its principal subsidiaries security issues to the extent of $343,000,000, one member of the group being the company's sole fiscal
agent.
(Z) New York, New Haven & Hartford Railroad: One or more
members of the group are stockholders and have three representatives
in the directorate of the company, and since 1907 have purchased
from or marketed for it and its principal subsidiaries security issues
in excess of $150,000,000, one member of fehe group being the company's sole fiscal agent.
(m) Northern Pacific Railway: One member of the group organized
this company and is its fiscal agent, and one or more members are
stockholders and have six representatives in its directorate and
three in its executive committee.
(n) Southern Railway: Through a voting trust, members of the
group have absolutely controlled thia company since its reorganization in 1894.
(0) Southern Pacific Co.: Until its separation from the Union Pacific, lately ordered by the. Supreme Court of the United States,
members of the group had three directors in common with this company.
(p) Union Pacific Railroad: Members of the group have three directors in common with this company.
Third, as regards the greater producing and trading corporations.
(a) Amalgamated Copper Co.: One member of the group took part
in the organization of the company, still has one leading director in
common with it, and markets its securities.
(&) American Can Co.: Members of the group have two directors
in common with this company.
(c) J. I. Case Threshing Machine Co.: The president of one member
of the group is a voting trustee of this company and the group also
has one representative in its directorate and markets its securities.
(d) William Cramp Ship & Engine Building Co.: Members of the
group absolutely control this company through a voting trust.
(e) General Electric Co.: A member of the group was one of the
organizers of the company, is a stockholder, and has always had two
representatives in its directorate, and markets its securities.
(/) International Harvester Co.: A member of the group organized the company, named its directorate and the chairman of its
finance committee, directed its management through a voting trust,
is a stockholder, and markets its securities.
(g) Lackawanna Steel Co.: Members of the group have four directors in common with the company and, with associates, marketed
its last issue of securities.
(h) Pullman Co.: The group has two representatives, Mr. Morgan,
and Mr. Baber. in the directorate of this company.
(1) United States Steel Corporation: A member of the group
organized this company, named its directorate, and the chairman of its

REVIEW OF EVIDENCE ON CONCENTRATION OF CONTROL, ETC.

finance committee (which also has the powers of an executive committee) is its sole fiscal agent and a stockholder, and has always controlled its management.
Fourth, as regards the greater public utility corporations.
(a) American Telephone & Telegraph Co.: One or more members
of the group are stockholders, have three representatives in its directorate, and since 1906, with other associates, have marketed for it
and its subsidiaries security issues in excess of $300,000,000.
(b) Chicago Elevated Railways: A member of the group has two
officers or directors in common with the company, and in conjunction
with others marketed for it in 1911 security issues amounting to
$66,000,000.
(c) Consolidated Gas Co. of New York: Members of the group control this company through majority representation on its directorate.
(d) Hudson & Manhattan Railroad: One or more members of the
group marketed and have large interests in the securities of this company, though its debt is now being adjusted by Kuhn, Loeb & Co.
(e) Interborough Rapid Transit Co. of New York: A member of
the group is the banker of this company, and the group has agreed to
market its impending bond issue of $170,000,000.
(/) Philadelphia Rapid Transit Co.: Members of the group have
two representatives in the directorate of this company.
{g) Western Union Telegraph Co.: Members of the group have seven
representatives in t.he directorate of this company.
Summary of directorships held by these members of the group.—Exhibit

134-B (annexed hereto as Appendix E) shows the combined directorships in the more important enterprises held by Morgan & Co., the
First National Bank, the National City Bank and the Bankers and
Guaranty Trust Cos., which latter two, as previously shown, are
absolutely controlled by Morgan & Co. through voting trusts. It
appears there that firm members or directors of these institutions together hold:
One hundred and eighteen directorships in 34 banks and trust companies having total resources of $2,679,000,000 and total deposits of
$1,983,000,000.
Thirty directorships in 10 insurance companies having total assets
of $2,293,000,000.
One hundred and five directorships in 32 transportation systems
having a total capitalization of $11,784,000,000 and a total mileage
(excluding express companies and steamship lines) of 150,200.
Sixty-three directorships in 24 producing and trading corporations
having a total capitalization of $3,339,000,000.
Twenty-five directorships in 12 public utility corporations having
a total capitalization of $2,150,000,000.
In all, 341 directorships in 112 corporations having aggregate
resources or capitalization of $22,245,000,000.
The members of the firm of J. P. Morgan & Co. hold 72 directorships in 47 of the greater corporations; George F. Baker, chairman
of the board, F. L. Hine, president, and George F. Baker, jr., and
C. D. Norton, vice presidents, of the First National Bank of New
York, hold 46 directorships in 37 of the greater corporations; and

REVIEW OF EVIDENCE ON CONCENTRATION OF CONTROL, ETC.

James Stillman, chairman of the board, Frank A. Vanderlip, president, and Samuel McRoberts, J. T. Talbert, W. A. Simonson, vice
presidents, of the National City Bank of New York, hold 32 directorships in 26 of the greater corporations; making in all for these members of the group 150 directorships in 110 of the greater corporations.
The affiliations of these and other banking institutions with the
larger railroad, industrial, and public utility corporations and banks,
trust companies, and insurance companies of the United States, are
shown in graphic form in two diagrams which are in evidence, and
are attached to this report as Appendices F and G.
Relations between Morgan & Co., First National Bank, National
City Bank, Lee Higginson & Co., Kidder, Peabody tfe Co., and Kuhn,
Loeb & Co.—Besides the group composed of Morgan & po. and the
First National Bank and the National City Bank, the principal banking
agencies through which the greater corporate enterprises of the United
States obtain capital for then- operations are the international banking
firms of Kuhn, Loeb & Co., of New York, and Kidder, Peabody & Co.
and Lee Higginson & Co., of Boston and New York.
While it does not appear that these three last-named houses are
affiliated with the group consisting of the first three in so definite and
permanent a form of alliance as that existing between the latter, it
is established that as issuing houses they do not as a rule act independently in purchasing security issues but rather in unison and
cooperation with one or more members of that group, with the result
that in the vastly important service of arranging credits for the great
commercial enterprises of the country there is no competition or
rivalry between those dominating that field, but virtually a monopoly
the terms of which the borrowing corporations must accept.
The full extent to which they participate in one another's issues
does not appear, owing to the absence of data as to the names of
underwriters, other than in strictly joint-account transactions of the
issued of securities made by Messrs. Morgan & Co., Kuhn, Loeb & Co.,
the First National Bank, and the National City Bank. The distinction between the cases in which one of the banks or banking houses
assumes the relation of an underwriter of an issue of securities made
by one of the others and that in which they act in joint account is that
in the former case underwriters do not share in the primary bankers'
profit, but insure the former against loss, while in the case" of a joint
account they are partners and as such share in the original risks and
profits.
The course of business is for the house acquiring from a corporation the right of purchasing or underwriting an issue of its securities
to offer participations in the purchase or underwriting to one or
more of the associates named. Taking as an illustration the latest
issue of the American Telephone & Telegraph Co., the method of
procedure is thus described in the testimony of Mr. Schiff (R., 1664):
Q. And is there not an issue now in course of offer to the public, of American
Telephone & Telegraph bonds?
A. There is.
Q. Advertised in the last few days?
A. In course of offer to the stockholders; not to the public.
Q. They are in course of offer to the stockholders and if the stockholders do not
take them, are they then to be offered to the public?
A. Then the underwriting syndicate will have to take them, and whether they will
offer them to the public or not I do not know.

BEVIEW OF EV1DEHCE ON CONCENTBATION OF CONTKOL, ETC.

Q. But it is an issue that is publicly offered to the stockholders?—
A. It is going to be publicly offered to the stockholders.
Q. What is the amount of that issue?—
A. I believe it is between $60,000,000 and $70,000,000.
Q. It is $67,000,000, is it not?—
A. It may be $67,000,000; I do not recall.
Q. Is that a joint-account transaction between Morgan, Kidder, Peabody, and
yourselves?—
A. It is a joint account transaction between Morgan's, First National Bank, the
National City Bank, Kidder, Peabody & Co., and Baring Bros., and ourselves.
Q. Baring Bros., of London?—
A. Yes
Q. Take that as an illustration; who made the deal with the company?
A. I believe J. P. Morgan & Co.
Q. And they invited you to participate on joint account with these other houses?—
A. They did.

The following table taken from the record shows the joint purchases and underwriting of securities principally since 1905, by
the six banking institutions above named and also by the Illinois
Trust & Savings Bank, the First National Bank, and the First
Trust & Savings Bank of Chicago:

EXFLANATOBY NOTE.—This table has been made up for the most ;part from data furnished by the undemoted banking Institutions. Certain of said institutions did not report
their transactions prior to 1908, so that the list of joint transactions prior to that year is incomplete. Moreover, J. P. Morgan & Co. reported only issues in which they were interested which have been publicly advertised. Their statement included, under the heading of associates, only those institutions which were principals with them in joint accounts
The National City Bank of New York and the First National Bank and First Trust & Savings Bank of Chicago did not report the institutions associated with them.
The information with regard to Kissel, Kinnicut & Co. was obtained from data furnished by the other institutions.
The table does not attempt to differentiate between joint purchases of securities and underwriting syndicate participations. In a few cases, where one or more banking institutions suld an issue of swum tics for account of a company, such institutions are shown by an asterisk (*), and the actual purchasers of the securities by a parallel (I).
In general the original purchasers are shown by an asterisk (*), as also are original members of a purchasing syndicate. Syndicate managers or organizers are additionally noted
by a dagger (t). In the case of joint purchases the institution which is publicly reported as the principal in the transaction is similarly noted.
Organizers of a subsidiary syndicate in which others of the undernoted banking institutions are participants are shown by a double dagger ({).
All other syndicate participants or purchasers of securities through other institutions are shown by a parallel (]).

Table showing joint purchases and underwritings of corporate securities by certain-named banking houses.

Description of security.

First
National
Lee,Hig- Kidder,
City
J. P. Mor- National
ginson Peabody
Bank,
Amount issued. Date of sale. gan & Co. Bank,
&Co.
New
New
&Co.
York.
York.

Kuhn,
Loeb
&Co.

Illinois
First
First
Trust & National
Trust & Kissel,
Savings
Kinnicul
Savings
Bank.
Bank,
&Co.
Bank.
Chicago. Chicago. Chicago.

a
B

American Agricultural Chemical Co.:
1st J5s 1928
It>t fis 1928

Amciusun Smelters Her. Co.:
I'M A stock (French iss )
pfd B
0% d e b , 1926
American Telephone & Telegraph Co.:
Cunv 4s' iy36
t'ollat. 4s, 1929

ALcliison, Topeka & Santa Fe Ky.:
Couv 4s 1955 .
Conv.4s, 19W)

$12,600,000
8,000,000
4,000,000
6,000,000
5,000,000
15,360, (W0
25,500,000
15,000,000

Apr., 1911

(•)

Oct.,
Jan.,
Apr.,
Mir.,

1908
1911
1912
1911

(*)

(1)
(*)
(*)
(*)

June, 1912
Apr., 1905
Nov., 1910

100,000,000
50,000,000
25 000 000
25,000,000
67 000 000
5,000,000
6,000,000
30 000 000
5 000 000

Feb.,
Nov.,
Jan.
Mar.,
Jan
July,
June,
May
Oct.,

1906
1908
1907
1905
1913
1905
1D09
1909
1911

(•>

1908
J'JOo
1909
1910

(*>
(*>

28,268,000
43,686,000

Mar
Jan
June,
Mar.,

(*)

ill
(1)

(1)
(*)

§
(i)

(i)

(1)
(1)

(1)

(

>
H
O
%

a(*)
Si

(|)

(*)
TO

(1)

O
a
o
<A
a

(i)

(1)

(I)

(I)
(I)

(I)
ili

(1)

(I)

O
Q

H
W
O

17,000,000 Aug., 1908
18,300,000 Jan., 1912

Atlantic Coast Linp K. K.:
Unified 4s 1959
Bald win 1 Aicomotive Works, first 6s, 1940...
Baltimore & Ohio:
J'ittsUirgh, Lake Erie & West Virginia—
Boston & Albany:

4 •son ooo
3 000 000
10,000,000

Mar 1909
Apr' 1911
Apr., 1910

13,100,000
50 000 00U

Feb., 1909
Feb. 1911

4 lOO 000
5,220,000
900,000
7,300,000
12,000,000
350,000

J. I. Case Threshing Machine Co.:

8,000,000

Central Pacific Ry.:
Chesapeake & Ohio Ry.:

Stock syndicate

1909
1912
1906
1908
1906
1908
1912
1910

Jan.,

1912

18,000,000
60,000,000

July, 1908
Feb., 1911

1 (100 000
1 591 000
1,839,000
374 000
fi 000 000
2,000,000
2 000 000
2,500,000
11,000,000
31,390,000
lfi 000 000
3 500 000
1 000 000

Feb
Aug
Jan.,
Jan
June
Apr.,
Nov
Apr.,
Dec.,
Mar.,
Apr

1907
1910
1911
1912
1907
1908
1910
1908
1908
1910
1911

Mar

1912

Julv 1912
l'ooo'ooo Oct 1912
4,800,000 Aug., 1910

Chicago & Alton:
Ref. 3s 1949
Chicago, Burlington & Quincy:
Illinois Div 4s
Chicago City & Connecting:
Collat 5s, 1927
Chicago City Ry.:

May
Oct.,
July
Jan.,'
Feb
Sept.',
May,
Oct.,

8 000 000 Jan , 1909

...

19 699,000
16,000,000
15,000,000
8,000,000

June,
Feb.,
Feb.,
Feb.,

1906
1908
1909
1911

22,000,000

Jan.,

1910

33,943,800

Feb., 1905

$
(•)

(t)

8
•)
(•)

(i)

8
(*>

(•>

<•)

(*)

(•)

(*)
(*

!
(i)

(*>

8(*
a
<•
*
(*
(*)
8 I §
((**))
a)
*

CD
(i)

1*)
(*j

(i)
<*>

i*
(*

1(*)

(*J

(•

(*>

(1)

(i)

(i)
(*)

(i)

(*)
(i)

Table showing joint purchases and undtrurilingi of corporate securities by certain-named banking houses—Continued.

Description of security.

Chicago Elevated Hys.:
5s 1914
Chicago Groat Western:
1st 4s 1959
Chicago, Indiana & Southern:
4s 195tf
Chicago, Milvviiiik.ce & Puget Sound:
First 4s, 1949
Chicago, Milwaukee & St. Paul:
Deb 4s 1034
Coav 44s 1932
Chicago & North 'Western Ry.:
Gcnl. Hs, 1987
Genl 4s 1987 ..
.
tioiii 4s J987
Man 0 B & N. W Ist3£s
ChiciiKu Railways Co.:
1st 5s' 1927
Istfis 1927
Chicago, Hock Fsland & Pacific:
Deb. Jis, 1932
K I Ark & La 44s 1934
SI 1'. & K. C. S. £. 4js, 1941
Chicago Telephone Co.:
First 5s 1923
Chicago & Western Indiana:
Con*>ol 4s 1952
3-year 5s

First National
Lee, Hig- Kidder,
City
P. Mor- National Bank,
ginson Peabody
Amount issued. Date of sale. J.
gan & Co. Bank,
New
&Co.
&Co.
New
York.
York.
(16,000,000
20,000,000
30,000,000

June, 1911
June, 1911
June, 1911

18,500,000
10,138,804
31,641,333

May, 1909
May, 1909
May, 1909

18,150,000

Mar., 1908

25,000,000

Mar., 1911

25,000,000
28,000,000
34,893,500

Dec., J909
June, 1909
Apr., 1912

10,000,000
15,000,000
7,500,000
5 000 000
8,750,000
2,500,000

Jan.,
Nov.,
Apr.,
Jan
Jan.,
Jan.,

1909
1910
1911
1912
1909
1909

5 000 000
3,000,000
16 387 000
15 000 000
4 325 000

Feb
May,
Feb
Jan
Feb

1908
1908
1909
1911
1908

fl 000 000
20,000,000
11 000 000
10,000 000

Mar
Jan.,
Feb
Feb.,

1908
1912
1910
1911

5,000,000 Oct., 1908
14 000 000 Apr 1912
1,700 000 Jan 1911
10,000,000 Aug., 11912

Kubn,
Loeb
&Co.

Illinois
First
First
Trust & National
Trust A Kissel,
Savings Bank,
Savings Kinniout
Bank,
Bank,
&Co.
Chicago. Chicago. Chicago.

(I)

( )

s
(t)

(*)

ill I 8
((**))

(I)

(1)

(1)
(I)

I
II!
(*)
(*)

[\]

(i)
(i)
(i)
(0

i\]

(*)

(1)
(1)

v)
(*)
{*)
«

(1)

(I)

(1)

(I)

fit J

(i)
(1)

(1)

(I)

i)
)
)

li
(1)

(i)
(!)

ft
(1)

Cleveland, Cincinnati, Chicago & at. Louis:
Commonwealth Edison Co.:
1st Ob 1943
1st -5s 1943
Concord & Montreal:
Consolidation Coal Co.;
1st A ref 5s
( orn Products Helining Co.:
1st 6s
Cudahy Packing Co.:
Isl 5s 1924
Cumberland Telegraph & Telephone Co.:
iJelawure & Hudson Co.:
1st AL ref 4s 1943
1st & ref 4s 1943
Erie It. K.:
Conv 4s " B " 1953

FitchburgB. B.: '
4i s 1928
Florida East Coast:
1st 4's
Oeneral Electric:
6s 19W
General Motors:
1st lien notes, 1918
Oreat Northern:
Hocking Valley Ry.:
1st cons 4is 1999
Kana. & Mich. 2d 5s. i927

12 500,000

(I)

Oct., 1909

10,000,000 Apr., 1910
5,000,000 May, 1911

(I)

10,000,000 Jan., 1909
10,000 000 July, 1910
500,000

Oct., 1910

9 000 000 Nov 1910
1911
2 500,000
1 500,000 Feb. 1912
5,000,000

(*>
0)

(I)

(*)

(•)

(*)
(*s
(*)

|:i

1909

4 000 000
1909
15,000,000 June, 1906
10 000 000 Dec. 1910
15 000 000 Feb.
13 309 000
7 165 000
6 000 000
10,000,000
8,000,000

July
Dec.

12,000,000
8,000,000
12,500,000
4,550,000
10,000,000

Sept.,
Oct.,
Feb.,
Sept.,
Apr.,

(I)

1912

<*)

(i)

(ID

(i)
•

ffl
(*>

(1)
(i)

10,000,000 .Tone, 1909

<*)

(•)

10,000,000

Sept., 1912

(t)

(I)

(i)

(*)

15,000,000

Nov., 1910
1911

(*)

(*>

(*)
(I)

1,584,000 Mar., 1910
4 000 000 Oct., 3911
2,500,000 N o v . , 1909

(*)
(*)

on 000 000 May

(i)
(i)

*)
f)

600,000 Feb., 1908
2,400,000 Apr., 1908

(*j

(*)

(I)

1908
1909
1911
May, 1907
Jan., 1908
1905
1906
1911
1911
1912

( )

(i)

3333

Cincinnati, Hamilton & Dayton:

8
(*)

(i)

(ID

(i)
.

ill
(i)

«)

(*)
<*)
(*>

(i)

(!)
CD

Table shoivivg joint purchases and uwderwritingi of corporate securities by certain-named banking

Illinois Steel Co":
4js,194O
Illinois Step! Co.:
4£s, 1940
Indiana Steel Co.:
5s, 1952..
Inspiration Consolidated Copper Syndicate.
Interboro. Rapid Transit Co.:
5% bonds
International Harvester Co.:
5% notPS, 1915
Irorjuois Iron Co.:
1st 5s, 1912 1929 .
Jones & Laughlin Steel Co.:
1st 6s 1939
Kansas City Hy. & Light Co.:
1st linn ref. 5s, 1913
Kansas city & Southern:
Kef. A Improvement 5s
Kef. & Improvement 5a
Kansas City Term. Ry.:
1st 4s, 1000
Keystone Ooal & Coke Co.:
l'Misl & ret' (is
[..ackawiuma tileel Co.:
Lake Shore & M ichigan Southern:
I)Bb 4s, 1928
Deb. 4s, 1928

J20,000,000
10,(100,000
15,000,000

Nov , 190S
June, 1911
July, 1912

10,000,000

June, 1911

5,500,000

Apr., 1912

15,000,000
20,000,000

Apr., 1912
Jan., 1912

10,000,000
25,000,000
170,000,000

July, 1909
Aug., 1908
Aug., 1913

C)
(1)
(*)

(!)

3 S 3 S

Illinois Central R.R.:
Refund 4s 1955
Koftmd 4s 1955

First National
City
Lee, Hig- Kidder,
J. P. Mor- National
ginson Peabody
Bank,
Amount issued. Date of sale. gan
& Co. Bank,
&Co.
New
New
&Co.
York.
York.

3 333 33 3 3

Description of security.

II!

(0
(*)
(1)

Kuhn,
Loeb
&Co.

I 8
(1)

houses—Continued.
Illinois
First
First
Trust & National
Trust & Kissel,
Savings
Savings Kinnicut
Bank,
&Co.
Bank,
Bank,
Chicago. Chicago. Chicago.

(1)
(I)

(*)
(1)

(1)

(I)

15,000,000

Jan., 1912

(I)

2,300,000

Nov., 1909

(*)

(1)

10,000,000

June, 1911

(1)

4,125,000 July, 1907
1,.'175,000 Apr., 1910
1,000,000 Apr., 1910
10,000,000
5,000,000

May, 1909
F e b , 1911

12,500,000 Feb.,
7,50(1,000 Nov.,
1(1,(100,000 Dec,
1,400,000 June,

1910
1910
1912
1912

5 300 000 Jan., 1911
10,000,000
10,000,000

Jan., 1910
Jan., 1910

40,000,000
10,000,000

Nov., 1903
May, 1905

(1)

(*)

(1)

(1!

I(*)

III

i\
ii)
I(*>

ffl

(1)

(i)

(*)

(*>

(1)

iB'

36 000 000
15 (joo 000
15 000 000
8 500 000
12 000 000
7 000 000
5,000,000
11,000,000

Louisville & Nashville:

30 000 000
10 000 000
18,200,000
4 619 000
500 000
2,5M>,000
4,045,000

Unified 4s
L & N Term 4s
So. & Nor. Ala. cons. 5s
Mahoning & Shenango Ry. & Light:
Maine Central:
4J% notes 1912
4y notes 'l913
Metropolitan Street Ry. of Kansas City:
Michigan Central:

Det Kiv Tunnel 1st 4^s
Milwaukee, Sparta & Northwestern:
First 4s 3947
Minneapolis & St. Louis:
Missouri 1'acific Ry.:
Convert. 5s 1959
....
5% notes 1914
. . .
Morns & Co.:
Firsts 4Js
National Enam. & Stpg. Co.:

National Tube Co.:
First 5s
New England Telegraph & Telephone Co.:
68,1932

Jan.,
Jan.,

1906
1911
1909
1909
1909
1909
1909

Dec, 1909

5,000,1X10
12, 00l> 000

Mar., 1910
Feb., 1912

5 843 000
1,400,000

Feb., 1911

15,000,000

Feb.
Jan.,
Jan.,
Jan ,

3,800,000

10,000,000
7 <i34 000
10,1100,000
4 000 000
1,500,000
1,500,000
22,500,000
14,000,000

Grand Hiv Vv 4s

Feb., 1906
Feb., 1910
1907
Mar., 1910
Feb 1911
Feb 1912
Feb., 1912
Feb., 1910

1910

Jan.,
itar
Oct.,
Mar
Feb.,
Apr.,
Nov.,
May,

1907
1909
1910
1912
1910
1907
1912
1911

(t)
(*)
(*)

j|j(*)
f

t
t

}

i
\\\
$
S

(*)
(*)

(*)(*)
)*)
C*)

{•}
)•)

(*)
(*;

(*j
(*)
(*)

(*)

(*\
*)
*)

(I)

*1
*}

(*)

(*)
(•)
(*)

ft
(*)

(ID

(»

B
O
!zi
o

(ID

(1)

a i

a
O

1912

(ID

(i)

4,000,000

Dec., 1910

(i)

29,806,000
20,000,000

Nov., 1909
Mar., 1911

III

10,000,000

June, 1909

3,500,000

June, 1909

10,000,000

Apr., 1912

10,000,000

Oct., 1912
Negotiations with regard to this issue still pending.

(*)

(ID

(*>

(i)

(ID

•

(i)
(i)

o
o
si
H
W

(t)

(i)

o
r

en
?O

Table shovring joint purchases and underwritings of corporate securities by certain-named banking

Deseriplion of security.

New York Central & Hudson Kiv.:
,">% ntitcs 1910

4% Deb 1943

l-<juip 4^s 1910
K«)iHp 4 \ s 1912
.f vi 1 it -Us
I-\c n 4 ' s
l-\i' n 4'-,
I \ (Ml fiS

Nrw York, ('IUCUKO & St. Louis:
Ih'b 4s I'JUI
I'ch 4s, JlKfl.
New 't oili, New Haven & Hartford:
4£ % nuk's 1912
huslon & New York Air Jane 4S

N V., Westell. A Host. 4|s
New ^ ink < uitario <fc W^stein:

National
First
Lee,Hig- Kidder,
City
P. Mor- National
ginson Peabody
Bank
Amount issued. Date of sale. J.
Bank,
gan & Co. New
&Co.
&Co.
New
York.
York.
$25 000,000

(•)

July, 1908
Jan., 1809

(*)
(•)

15 000 000 Feb., 1905
2H 000 000 Feb., 1907
10 000 000 Jan., 1911
:t0 000 OIK) Jan. 1912
40,(KK),000 Nov., 1912
a <j4o ooo May 1908
1,80A 000 May, 1908
]ftO (KK) May 1908
3 f 20S,000 May, 1908
2 000 000 May 1908
11 V'7 000 May 1911
17 2(X) 000 July 1911
2,000,000 Oct., 1912

(*)

2,000,000
3,942,000

2 ()00 'K*0
2 702 000
New > ui k '1 (>lo[>honc Co.:

Norfolk & WesUsrn:
t)ru>;on-Wiisluiii,rton K. U. & Navigation:
1st 4s, 1961

Sept. 1905
Oct 1911

H)'(KK) 000
5,000,000

Dec,
July
May
Oct.,

10,000,000

Jan., 1909

40,000,000

May 1811

*>a 'KtO 0(K)
10 0 0 0 (KM)
4is | <t;{<)

Jan.,
June,
Nov.,
Dec.,
Mar.,
Mny
July,
May
Time
Oct.
June

*)
*

1907
1908
1910
1911
1911
1912
1912
1912
1912
1912
1912

]Ij 000, (XS1
7 500, (H)0
15 t»)i>f(HN)
5 OUO.(HH)
15 (XK),(KH)
5,000,00(1
2 000 000
2 (HX»,OQO
2 000,000
I 050,000

1909
1910
1912
1912

f
*
|)

fi
»<
*{

('*)

(*)

iii(»)

(j)

(*)

(*>
(•)

(II)

...

*
(*
(*

(•)
(1)
(*)

(I)

(1)
(!)
(i)
()(*)

(II)

(1)

(1)
(I)

(1)

Illinois
First
First
Trust & National
Trust & Kissel,
Kinnicut
Savings
Savings
Bank,
&Co.
Bank,
Bank,
Chicago. Chicago. Chicago.

(I1)

(*
(*
(*
(*
(*

Kuhn,
Loeb
c&Co.

houses—Continued.

(

(1)
(*)
( )

(1)

(1)
(t)

( )
( )
( )

$
(*)

(I)
(X)

( )
( )
( ')

*
(•)
(*)
(*)

(II)

{!)

(I)

O)
(I)

(*)
(i)

(1)
(II)

(i)
(1)

(1)
(1)

:\
*>

*i
(0

(*)
(*)

(i)
(i)

(1)

(i)

Pacific Power & Light Co.:
Parific Telegraph and Telephone Co.:
5s 1937
Pennsylvania K. It.:

Portland & Ogdonsburg:
Portland Ry., Light & Power:
Portland Terminal Co.:
Public Service Corporation, N. J.:
Reading Co.:
St. Louis & San Francisco:
2-year 5s 1913
Seaboard Air Line:
Adi 5s
Southern Bell Tel & Tel 1st 5s
Southern Pacific Co.:
Convert 4s, 1929
R R 1st & ref 4s 1955
R R 1st & ref 4s 1955
R R 1st & ref 4s 1955
Southern Pacific Co. (Cont.):
S. F. Term, first 4s
3outhern Ry.:
Consul 5s 1994
5% loan. . . ,
5% loan
Equip. 4£s, 1908-1921
Convert, (is, 1911
Terminal R. R. Association of St. Louis:
Genl. ref. 4s, 1953
Terre Haute, Indianapolis & Eastern:
Union Bag & Paper Co.:
First 5s 1930
First 5s. 1930

7,500,000 Aug., 1911
16,500,000 Mar, 1909
5,000,000

(t)

100,000,000 Mar., 1905
20 000 000
4,000,000 June, 1910
60,000,000 Apr., 1907

(*)

2 119 000 May
16,000,000

(•)

1912

(*)
(*)

f*»

(t)

(•)

1989
1908
1908
1909

1,000,000 May

1908

6,500,000 Apr., 1910
800,000 Apr., 1909
750,000 Mar., 1912

(ID

<i)

(I)

(ID

(1)

r*
I*

i 1
i!*)

as
§

(*')

25,000,000 June, 1910
1905
1909
1905
1905
1909
1909
1905
1908
1910

(*)

(i)

(•)

(I)

Dec
Sept.,
Feb.,
Nov.,
Feb.,
May,
Dec
May
Jan.,

(*)
(*)
(*)
(*)

(*)

25,000 000 June 1909
23 000 000 Jan. 1911
10,000,000 Dec., 1910

2 000 000
5,000,000
2,000,000
2,750,000
21,333,000
15,000,000
9 000 000
15 000 000
10,000,000

(i)

(*i

ill

Feb.,
Oct.,
Oct
Jau

«)
fR

(*>

18,000,000 Apr., 1909
12,000,000 July, 1909
2,250,000 May, 1911

44,500,000
14,300,000
2 614 000
10 000 000

iB
(*)

Mar., 1911

18,811,000 Jan., 1911

(i)

1908

Feb., 1912

4 500 000 Nov
13,800,000

(•)

8
((*)*>

i!i

(i)

l\]

(*)

(*)
(II)

*)
<*)
(*)

(i)

(ID
(I)
(*)

Table showing joint purchases and underwritings of corporate securities by certain-named banking

Description or security.

Union Pacific R. E . Co.:
United Dry Goods Co.:
United Fruit Co.:
Deb 4*s 1925
United Light & Rys.:
First & ret 5s
United States Rubber Co.:
Collat (is 1918
United States Smelting, Refilling & Mining:
Vinnnmii Kv 5s 1062
Wabusli K. R.:
Western Vlectric Co.:
First .'(S 1922
First is, 1922
Western Tel. & Tel. Co.:
So. West. Tel. & Tel. 5s
No West Tel & Tel 5s
Wesliiigliome Elec. & Mlg. Co.:
Western 1'acinc:
Flrst5s 1933

First National
Lee,Hig- Kidder,
City
P. Mor- National
ginson Peabody
Bank,
Bank,
Amount issued. Date of sale. J.
gan & Co. New
&Co.
&Co.
New
York.
York.

Kuhn,
Loeb
&Co.

houses—Continued.

O
O

First
Illinois
First
Trust & National
Trust & Kissel,
Savings
Savings
Kinnicut
Bank,
Bank,
Bank,
&Co.
Chicago. Chicago. Chicago.

o
$50,000,000 Sept., 1908
10,000,000

(I)

May, 1909

(•)

4,250,000 Nov., 1908
2 500 000 June, 1911

(1)

4,300,000

2,503 400 Oct 1906
4,000,000 Aug. 1911
10,000,000 Apr., 1912
25,000,000 Mar., 1912
6,180,000 June, 1908..

(i)
(1)

8,750,000 Jan., 1910.
6,250,000 Nov., 1910..

(1)

2,500,000
1,000 000
3 500 000
10,000,000

Jan., 1911...
Jan 19111

tan ^ l

Jan 1910

ft
(*)

(I)

(1)

3,607,512,637

Apr., 1905

H
S*
Q
H
O

(1)

(*)
(•)
(•)
ft
CD

el)
a)

15,000 000 Jan 1906
49,600,000

fll

(I)

(1)

(*)

(I)

(1)

(I)

June, 1912

8 000 000 Mar,, 1908
15 000 000 Nov., 1908
2,900,000 Oct., 1911

(•)

(!)
(*)
(*)
(1)

(1)

(I)
(1)

ili

[I]

III

111

(*)

Q
O
Q

O
izi

(I)
o

(*)

(1)

O
!z{
H

gf
H

REVIEW OP EVIDENCE ON CONCENTRATION OP CONTROL, ETC.

101

From this it appears that since 1905, under joint arrangements with
Morgan & Co., the First National Bank, or the National City Bank,
sometimes with one, sometimes with another, sometimes with all,
Lee-Higginson & Co. have participated in the marketing of upward
of 80 security issues aggregating about $950,000,000; Kidder, Peabody
& Co. in the marketing of upward of 60 issues, aggregating over
$1,000,000,000; and Kuhn, Loeb & Co. in the marketing of upward
of 60 issues, aggregating over $1,000,000,000.
It was admitted by Mr. Davison, of Morgan & Co., and other
bankers that the practice of banking houses becoming in effect
partners in the purchasing and underwriting of securities instead of
acting independently of one another is a development of recent years.
Mr. Davison testified as follows (R., 1854, 1855):
Q. Recently, within the last few years, many of the issues of J. P. Morgan & Co.
have been made jointly with the First National Bank and the National City Bank,
have thev not?
A. Yes.
Q. And many with Lee-Higginson and with western bankers?
A. No; not very many with the western bankers. As a matter of fact, I recall
very few with the western bankers. We have made them occasionally with LeeHigginson and with other houses.
Q. You have made them very largely with Lee-Higginson?
A. It is comparative. I do not think we have, very largely.
Q. But your main joint-account transactions are with the City Bank and the First
National Bank?
A. I think they have been.
Q. Is it not a fact that in previous years you made the issues largely alone, prior to
five years ago?
A. I think more largely alone; yes, sir. They were smaller in character.
Q. Within what length of time has it been that J. P. Morgan & Co. have done
most of their issuing business in joint account? Has it been within your time?
A. No; I think it was a little before my time.
Q. You think it started a little before your time?
A. I think it started a little before my time. In fact, the evidence shows that
it did.

Mr. Schiffsaid (R., 1688):
Q.
been
First
A.

Don't you know that most of the Morgan issues in the past few years have
made jointly; that is, that the City Bank has participated in them with the
National?
I do.

Mr. Schiff is a director of the City Bank.
It will be noticed that Mr. Davison advances the great size of
present-day security issues in explanation of why banking houses now
purchase such issues in combination or for joint account instead of
independently, as formerly. The fact is, however, as appears from
the above-mentioned table, that not only are small issues still very frequent, but they are purchased in concert as regularly as the larger
issues. Of the"issues since 1907 shown on that table as having been
purchased or underwritten by two or more of the banking nouses
there named acting together, about 90 were for $5,000,000 and less,
while an additional 60 were for amounts between $5,000,000 and
$10,000,000. It also appears that 45 of such issues for $5,000,000
and less, most of them made since 1909, were purchased or underwritten by Morgan & Co. in conjunction with associates.
Of course we do not suggest that banking houses may not on particular occasions join in purchasing or underwriting an issue of securities and yet remain entirely independent and free to compete with

102

EEVIEW OP EVIDENCE ON CONCENTRATION OF CONTROL, ETC.

each other generally in the purchase of security issues. But where
a group of such banking houses, pursuant to a settled policy, regularly
purchase these issues in concert competition amongst them in this
vastly important commercial function is effectually suppressed.
And that is the situation in this country. No less an authority than
Mr. Baker admitted as much (R., 1542, 1543):
Q. But among these banking houses that we have named is there not a strong
and continuous community of interest in the purchase and sale of securities?
A. I think there is. We have always tried to deal with our friends rather than
with people we do not know.
Q. It is a good deal better to deal with your friends and split it up than it is
to compete for the securities?
A. hot necessarily.
Q. That is what happens, is it not?
A. Oh, I do not think so to any great extent.
Q. Have you ever competed for any securities with Morgan & Co. in the last five
years? If so, give us the name of them.
A. 1 do not know that we have competed with them.
Q. You divide with them, do you not? You give them a part of the issues when
you have it?
A. We are very apt to.
Q. And if they take a security they give you a part of the issue, do they not?
A. Yes.
Q. That is what is known as the modern system of cooperation and combination
as against the antique system of competition, is it not?
A. That is rather a long name for me.
Q. You understand the question. I would like to have you answer it.
A. I never heard it called in that way before.
Q. How would you call it?
A. I would not call it at all.
Q. You know what cooperation is, do you not?
A. Yes.
Q. Is that not cooperation as against competition? That is the modern system
of cooperation as against the archaic system of competition, is it not?
A. I do not understand how you state that.
Q. That is right, is it not?
A. All right; yes.
Q. And that has been found to work very well, has it not?
A. I think so.
Q. For the bankers?
A. Yes; and for others, too.

Moreover, the banking houses which have joined in the plan of
cooperation comprise the principal mediums through which the
greater corporations of the country obtain their supplies of capital.
The charge for capital, which, of course, enters universally into
the prices or commodities and of service, is thus in effect determined
by agreement amongst those supplying it, and not under the cher-k of
competition. If there be any virtue in the principle of competition,
certainly any plan or arrangement which prevent-* its operation in
the performance of so fundamental a commercial function as the
supplying of capital is peculiarly injurious.
The possibility of competition between these banking houses in the
purchase of securities is further removed by the understanding
amongst them and others that one will not seek by offering better
terms to take away from another a customer which it lias theretofore
served, and by the corollary of this, namely, that where given bankers
lu.ve once satisfactorily united in bringing out an issue of a corporation
they shall also join in bringing out any subsequent i--ue of the same

EEVIEW OF EVIDENCE ON CONCENTKATION OF CONTROL, ETC.

103

corporation. This is described as a principle of banking ethics. It
is thus stated by Mr. Hine, president of the First National Bank of
New York (it., 2045. 2046):
Q. Recently your bank made an issue, jointly with J. P. Morgan & Co. and the
National City Bank, of Chicago & Western Indiana Railway bonds, of ten millions,
did it not?
A. Notes.
Q. Ten millions of notes, yes. Why was it necessary that three great banking
houses should join in an issue "of that kind?
A. I do not know of any reason.
Q. Was it not because they had been jointly interested in previous issues of the
same company?
A. I do not know that it was.
Q. Had they been jointly interested in previous issues?
A. I think they had.
Q. Is it or is it not the custom when banking houses are interested or become
interested in one kind of issues of a company that they retain that interest in other
issues?
A. Often it is so.
Q. That is part of the banking ethics, is it not?
A. Yes, I would say it is; on satisfactory terms.
Q. Is it another rule of banking ethics that bankers shall not interfere with one
another's customers?
A. The same ethics obtain in banking that obtain in the legal profession and in the
medical profession as to infringing upon the preserves of others.
Q. Well, what are the ethics in the banking profession as. to trespassing upon the
preserves of others?
A. If you will tell me what the ethics are in the legal world, I will answer your
question.
Q. No; I would rather have you tell me the ethics in the world with which you are
acquainted.
A. I can not state the matter any better than you have. It is the custom—I am
aot dealing in ethics.
Q. What is the custom among bankers and banking houses as to anyone interfering with another's customer in business?
A. I do not know whether there is any custom. I think it is considered unprofessional.
Q. Unbusinesslike?
A. And not in good form accoraing to the highest principles of business practice.
Q. Is it not in accordance with banking ethics to interfere with or take customers
away from firms; to take customers who have been doing business with some other
banking house?
A. I think that is ordinarily considered high-minded practice not to do so.

Mr. Davison testifying on the same subject said (R., 1858. 1859) •
Q. Then you know of these three instances—the Chicago & Western Indiana Railway Co., the Kansas City Terminal Co.. and the New York Central, all made within
a few weeks jointly with other banking houses—those we have been discussing. la
there any rule or custom among bankers that where they make one issue of a company
or are interested together in one issue they remain interested in subsequent issues?
A. For the same company?
Q. Yes.
A. As a matter of practice, if it was satisfactory in every particular, I should say
it was the custom; yes. It is a matter of banking ethics.
Q. A matter of banking ethics?
A. I should say so; yes.
Q. If either one of the three thereafter gets an issue of that company it is a
matter of banking ethics that it is for joint account, is it?
A. I should .--ay that the natural way of handling that business would be to have
it go to the parties who handled it before, if it were satisfactorily handled; yes.
Q. You mean if they have not had any differences or disagreements between themeelves ?
A. Yes, if it was satWactorilv handled.

1 0 4 BEV1EW 05" EVIDENCE ON CONCENTRATION OF CONTROL, ETC.
Q. Have you not within the last few weeks also taken an issue of $67,000,000 of
American Telephone & Telegraph Co. bonds jointly with Lee-Higginson and other
banking houses?
A. No.
Q. You participated with them in that issue ?
A. Excuse me, I was going to answer your question. I think with others, not
including Lee-Higginson & Co. as principals, but with Kidder, Peabody & Co., the
First National, the National City Bank, Baring Bros. & Co. (Ltd.), of London, and
Morgan-Grenfell (Ltd.), of London, we have underwritten an issue of $67,000,000 of
American Telephone & Telegraph Co. bonds.
Q. Are they the same parties
A. I beg your pardon—and Kuhn, Loeb & Co.
Q. Are they the same bankers or banking houses with which you had previously
underwritten issues of the American Telephone & Telegraph Co.?
A. Exactly; and that is a complete answer to your question.
Q. You have together underwritten, I think, $150,000,000 of those bonds, have
you not ?
A. That is my recollection.
Q. So that the same rule of banking ethics required the same disposition of this
issue as of the others ?
A. I would not say it required it.
Q. It resulted in it.
A. It resulted in it, exactly.
Q. As a matter of fact, in business morals it would require it.
A. It would require it if everything was properly and satisfactorily handled, and
there were no other factors in the situation which might make it inexpedient. The
situation, when a transaction comes up, always governs.

Mr. Schiff was more guarded in his statement of the practice (R.,
1666,1668,1669):
Q. And you would not, for instance, if you knew the Southern Railway was
going to make an issue of securities, be willing to bid on them, would you?
A. We would not.
Q. In other words, these houses have their recognized clients, have they not?
A. To some extent.
Q. And is it not also recognized that they are their clients and that they are not
to be interfered with?
A. I think that is going a bit too far, because there is very frequently interference
OT attempted interference.
Q. Has there ever been any interference with your exclusively handling the issues
of the Union Pacific Railroad in the last 10 years?
A. I do not think so.
Q. Have you any instance in mind in which in the last five years you have invaded
the field of Messrs. Morgan & Co. or they have invaded yours?
A. I have not.
Q. Or have you in mind any instance in which you have invaded the field of the
National City Bank or the First National Bank, or in which they have invaded
yours?
A. As to the First National Bank, I know we have not. As to the National City
Bank I can not say for certain. I think they would do business to a certain extent
even where we are considered the agents, and we would do certain business where
they are considered the agents; not to a large extent.
Q. Is not that where the corporation is a customer of both of you? Is not that
the only case in which the corporation is claimed to be or regarded as a customer
of both of you or either of you?
A. It is ill cases where a corporation is regarded as a customer of neither.
Q. That is, in a case in which the field happens to be open?
A. Yes.

This custom, by whatever name it be called, and the practice
of these great banking houses which it supplements of purchasing
security issues in concert and not independently can not have any
other effect than the suppression of competition in the purchasing
of such securities, and the creation of a combination or community

REVIEW OP EVIDENCE OK CONCENTRATION OF CONTROL, ETC.

105

of in erest which may grant or withhold credit as it wills and whose
term borrowing corporations must accept.
Uniue concentration admitted.—Mr. Reynolds, president of the
Continental & Commercial National Bank of Chicago, was outspoken
in the view that concentration of control of banking resources has
already gone so far as to be a menace to the country (R., 1654, 1655):
Q. I suppose, Mr. Reynolds, that as president of a great bank you have kept in
touch with the very recent trend toward concentration and control of money and
credit in the East?
A. Yes, sir; I have been constantly reminded of it in the last year or so.
Q. You know the extent to which it has gone in the last few years?
A. I have a general knowledge of it; yes, sir.
Q. Bo you or not know the effect that has on the marketing of securities of a great
railroad and other interstate corporations, and the trend of .concentration brought
about through the concentration of this money and credit?
A. I have read all that has been adduced at this examination, and a great many
other things, and my information in detail is very largely the result of this reading,
rather than from personal experience.
Q. But you have information and knowledge of the conditions in New York, for instance, as between the great banking houses. That is a matter of personal knowledge?
A. Yes; I have a fairly general knowledge of that, I should say.
Q. What would you say as to that concentration of the control of money and credit
being a menace to the country?
A. That involves a very deep question. Personally I am inclined to believe that
an excess of power of any kind in the hands of a few men might properly be called a
menace. I do not mean to say by that that the people who had that control and power
have used it improperly. I do not mean to say that at all.
Q. Regardless of the way they have used it for the time being, the question is, is
it not, as to the way they can use it?
A. I think a more wide distribution of the power of credit, if that is what you
mean, would really be better in the long run.
Q. Taking the present situation as you find it, Mr. Reynolds, what is your judgment as to whether that situation is a menace?
A. I am inclined to think that the concentration, having gone to the extent it has,
does constitute a menace. I wish again, however, to qualify that by saying that I
do not mean to sit in judgment upon anybody who controls that, because I do not
pretend to know whether they have used it fairly or honestly or otherwise.

Mr. Schifl also conceded rapid concentration of control of banking
resources in New York in recent years, but he stated that it caused him
no anxiety so far as the well-being of his own firm was concerned, as
they were well able to take care of themselves. We quote (R., 16861687, 1688):
Q. Have you been an interested observer of the concentration and control of
money and credit in New York in the last few years?
A. I have.
Q. You have seen it grow very rapidly, have you not?
A. Yes.
Q. And you have seen it drift into fewer and fewer hands, have you not?
A. It has drifted into fewer and fewer corporations.
Q. And the concentration and control of those corporations has drifted into
fewer hands, has it not?
A. I am not sure that it has done that.
Q. Do you know anything about it?
A. Well, I think the stockholding in different
Q. I say, do you know anything about it?
A. Not very closely.
Q. You have not watched it very closely?
A. I think stockholdings in most New York corporations are very well divided.
Q. We are not talking about stockholdings, but about practical control of management as distinguished from stockholding. You see the difference?
A. I see the difference.
Q. It is a very substantial difference, is it not?
A. Yes, sir.

106 REVIEW OF EVIDENCE ON CONCENTBATION OF CONTROL, ETC.
Q. Now, confining yourself to the question of actual practical control of the management of these great moneyed corporations, you have observed, have >ou not, a growing
concentration of control?
A. I have.
Q. And has it been a subject of concern to you?
A. No; it has not.
Q. You have been an interested onlooker in this concentration?
A. An observer; yes.
Q. And you have understood the possibility of its affecting you and your own
sources of credit, have you not?
A. I have not been concerned in that.
Q. You do not require credit, then?
A. No.
Q. But you have considered its effect upon the small banking houses, not so fortunately situated as you, that do require credit?
A. Yes.
Q. Have you considered it?
A. Yes.
Q. And have you considered its effect on the ability of the smaller houses to grow
and become great issuing houses?
A. Yes.

Finally, Mr. Baker, who is outranked only by Mr. Morgan, if at all,
as a factor in the concentration of control of banking resourcos and
credit into fewer and fewer hands in New York, frankly admitted
that in his judgment the movement had gone far enough; that even
if it stopped where it is the peril would be great if ambitious and not
overscrupulous men should get into the places of power which have
been created; and that therefore the safety of the existing system
lies in the personnel of the men now in control. We quote from his
illuminating testimony (R., 1567, 1568):
Q. I suppose you would see no harm, would you, in having the control of credit,
as represented by the control of banks and trust companies, still further concentrated? Do you think that would be dangerous?
A. I think it has gone about far enough.
Q. You think it would be dangerous to go further?
A. It might not be dangerous, but still it has gone about far enough. In good
hands, I do not see that it would do any harm. If it got into bad hands, it would
be very bad.
Q. If it sot into bad hands, it would wreck the country?
A. Yes; but I do not believe it could get into bad hands.
Q. You admit that if this concentration, to the point to which it has gone, were by
any action to get into bad hands, it would wreck the country?
A. I can not imagine such a condition.
Q. I thought you said so.
A. I said it could be bad, but I do not think it would wreck the countrv. I do not
think bad hands could manage it. They could not retain the deposits nor the
securities.
Q. I am not speaking of incompetent hands. We are speaking of this concentration which has come about and the power that it brings with it getting into the hands
of very ambitious men, perhaps not overscrupulous. You see a peril in that, do you
not?
A. Yes.
Q. So that the safety, if you think there 13 safety in the situation, really lies in
the personnel of the men?
A. Very much.
Q. Do you think that is a comfortable situation tor a great country to be in?
A. Not entirely.

PART III.—CONCLUSIONS AND RECOMMENDATIONS.
CHAPTER FIRST.—As REGARDS CLEARING-HOUSE ASSOCIATIONS.
SECTION 1.

INCORPORATION AND REGULATION.

National banks should not be permitted to be members of clearinghouse associations which are not bodies corporate of the several States
in which they are located.
These associations sustain so vital and delicate a relation to the
financial arrangements of the country, especially to the national
banking system, that their supervision and regulation in the interest
of the public are essential. The service they perform is so nearly
indispensable to the banks and trust companies themselves that
every such institution which is solvent and properly managed should
enjoy and be able to enforce the right to become and remain a member.
These two ends can not be accomplished so long as the associations remain mere voluntary organizations, possessing practically unlimited discretion in the regulation of their membership and affairs.
On the other hand, if the associations were required to be bodies
corporate, the lawrnaking power, as a condition of their creation,
could exact and exercise complete and summary supervision over
them; and any bank or trust company applying for or seeking to
retain membership could have its right thereto reviewed by the
courts.
Nearly all the bankers called by the committee seem to agree to
the wisdom of incorporating and regulating clearing-house associations. (Cannon, R., 225, 226; Reynolds, R., 1654; Schiff, R., 1690;
Sherer, R., 164, 166; Knox, R., 550; Frew, R., 594-596.)
Mr. Cannon, president of the Fourth National Bank of New York,
said (R., 225, 226):
Q. You believe it [referring to the clearing-house association] ought to be incorporated, do you not?
A. I believe it ought to be incorporated, and I believe it is responsible to law.

Mr. Frew, president of the Corn Exchange Bank of New York and
chairman of the clearing-house committee of the New York association said (R., 594):
Q. You have no objection to the incorporation of the clearing-house association,
have you?
A. Under certain conditions, no.

Mr. Reynolds, president of the Continental & Commercial National
Bank of Chicago, said (R., 1654):
Q. I forgot to ask you whether you did or did not approve of the incorporation of
the clearing house and its subjection to direction and control.
A. I would approve of it, yes, sir; if some law can be passed through which it can
be incorporated without interfering with the free and automatic conduct of the business. I suppose that would follow, as a matter of fact, if it were incorporated.
107

108

CONCLUSIONS AS TO CLEARING-HOUSE ASSOCIATIONS.

Mr. Jacob H. Schiff testified (R., 1690):
Q. In your opinion, should it (the clearing house) be incorporated and made subject to legal control?
A. I think it would be better if the clearing house were incorporated.

There is likewise a preponderance of opinion favorable to the governmental review of the acts of clearing-house associations on the admission or expulsion of members.
Mr. Sherer, manager of the Xew York association, said (R., 164,166):
Q. Do you not think that the law ought to be amended as affecting an interstate
institution like the clearing-house association so that the courts can review the action
of the committee in refusing a man the right to remain in the clearing house when the
ownership of the bank changes or put him out on account of the change of ownership?
A. Oh, yes; because whenever there is a wrong there should be a way to correct it.
Q. So there you agree with us?
A. Yes.
Q. But as against that if some day the clearing-house committee took it into its
head that they did not think he was a proper member they could end him, could
they not?
A. Yes: they could take away any bank's privileges.
•
*
*
*
•
•
•
Q. I am not speaking of any power of the Comptroller of the Currency or a case
where a bank is closed by Federal authority or State authority; I am speaking of the
exercise of the power of the clearing-house association to atop a member bank clearing for a nonmember having the effect of closing that nonmember bank without
Federal or State authority.
A. Are they responsible for the effect?
Q. Do you not think that is too great a power without judicial review? Frankly,
please tell us what you think.
A. No: not as it affects us.
Q. Very well, then; if you think it is not, I am surprised. Why should not such
a power be subject to judicial review?
A. I agree with you to an extent, but its application, through this instrument here,
is not as bad as you infer.
Q. Not as bad as it looks?
A. No.
Q. It looks pretty bad, does it not?
A. Yes. It has always been administered with care.
Q. I am not talking about the administration; I am talking about the law of the
association. You admit that power ought to be subject to judicial review, do you
not?
A. Yes.

Mr. Cannon said (R., 226, 227):
Q. And you are also in favor of its being regulated by law (referring to the clearing
house)?
A. Sure.
Q. But you are in favor of every applicant who subscribes to certain conditions
having the right of membership?
A. That is covered.

Mr. Knox, vice president of the Mellon National Bank of Pittsburgh, testified (R., 550):
Q. Let us suppose that the banking authorities would have to concur before they
were allowed to close up a bank by suspending its clearances; that would be a
remedy, would it not?
A. Do you mean the national banking authorities?
Q. Where it is a national bank, we will Bay the national banking authorities; where it is a State bank suppose we say the State banking authorities.
If their concurrence had to be obtained that would furnish a protection, would it not?

CONCLUSIONS AS TO CLEABING-HOUSE ASSOCIATIONS.

109

A. Yes; certainly.
Q. That would be a wholesome thing, would it not?
A. Probably it would.

Mr. Frew testified (R., 594, 595, 596):
Q. And you would see no objection, would you, to requiring the approval
of the State banking department as to a State bank, or of the Comptroller of the
Currency as to a national bank, before closing a bank—expelling it?
A. Not in the least.
Q. You would not see any objection to it?
A. No, sir.
*

•

Q. Bo you not think that authority ought to rest somewhere, either in the courta
or in the banking department or somewhere, to review their action in refusing admission to a bank?
A. I do not see the necessity, but I have no objection to it.
SECTION 2.

ADMISSION OF THE SMALLER BANKS TO MEMBERSHIP.

The smaller banks, if sound and well managed, should not be
excluded from membership by prescribing a certain minimum capital stock as one of the qualifications of members.
Where this requirement exists, as in the New York Association,
a small bank can only enjoy the nearly indispensable facilities of
the clearing house bv clearing through the agency of a member
bank, which may at any time summarily and arbitrarily terminate
its agency, with" the almost certain result, as the testimony shows,
that its action will be construed by the public as reflecting on the
integrity of the nonmember bank, thereby causing a run on it and
the consequent closing of its doors. Under such conditions the small
banks are at the mercy of the larger ones which act as their clearing
agents.
They are also subject to all the rules and regulations of the association and have no voice or representation in its management.
No reason for such unjust discrimination has been suggested.
This unhealthy condition would be corrected if sound small banks
were admitted to the clearing-house association on equal terms with
their more powerful competitors. This is the case in Chicago, and,
as remarked above, the chairman of the clearing-house committee of
the New York association is also of the opinion that—
It would be a very much better thing to have every bank that is well managed in
the clearing house. (Frew, R., 634.)
SECTION 3.—EXAMINATION OF MEMBERS.

The system recently inaugurated of regular, periodical examinations of members under direction of a committee of the association
itself, now in vogue, notably in New York and Chicago, while praiseworthy in purpose, is fraught with danger, since it makes it possible
for the few members who constitute the governing committee to gain
an intimate knowledge of the business and affairs of their competitors,
destroys the independence of the smaller banks, and places the private
affairs of our merchants and other borrowers generally at the mercy
of those in control of the association. Incidentally it is a serious

110

CONCLUSIONS A3 TO CLEARING-HOUSE ASSOCIATIONS.

indictment of both, our national and State systems of governmental
inspection.
In place of these examinations it is recommended that those by
the public authorities be made comprehensive and thorough so as to
leave no necessity for any supplemental examinations. This of course
will make necessary a substantial increase in the examining force of
the Comptroller of the Currency.
From all accounts this is sadly needed. The present examinations
are admittedly superficial and not sufficientlv frequent to constitute
a protection to the community. It is evident from Mr. Murray's
testimony that owing to the insufficiency of the staff the authorities
are growing to rely more and more upon the elaborate staffs of the
associations.
This should not be permitted to continue. If the banks are able
voluntarily to enforce upon one another and can wisely afford to pay
for these thorough and frequent investigations there is no reason why
they should not make the same payment for the official examinations,
equally elaborate and frequent, and free from opportunities for favoritism and injustice. Competitors should not be permitted to sit in
judgment upon one another in matters of public concern.
It is accordinglv proposed to provide for this expense of examination, as prescribed by the accompanying bill, by having the association designate the number of additional examiners that it desires for
the national banks and to pay the cost of such service. This would
not increase their existing Tburden. It would merely transfer these
examinations from the jurisdiction of the association to that of the
comptroller and restore to each bank its independence of central
authority aa regards the private affairs of its customers.
SECTION 4.—ISSUANCE OF CLEARING-HOUSE CERTIFICATES.

Until other measures of relief are provided by Congress, clearinghouse associations should be permitted to issue certificates on the
security of their members' assets for circulation amongst members
to pay balances owing to each other at the clearing house, but only
on condition that both the issuance and retirement of such certificates shall be under governmental control, as is now temporarily
provided by the emergency currency act of May 30, 1908, which
expires in 1914.
The purpose of the issuance of such certificates is to afford relief
to solvent banks in times of stress and panic, when currency has gone
into hiding. Under the system of government prevailing amongst
clearing-house associations a small committee—the regular clearinghouse committee or a special loan committee or both together—
determine to whom the certificates shall be issued and when they shall
be retired. Since at such a time whether a bank can obtain certificates or must retire those already obtained is for it a matter of life
and death, this arrangement puts in the hands of the few banks—
usually the greater ones—represented on these committees a dangerous power over their weaker competitors. We do not say that
such power has been corruptly exercised, but there is a decided preponderance of evidence that it has been nt least mistakenly exercised

CONCLUSIONS AS TO CLEARING-HOUSE ASSOCIATIONS.

Ill

with disastrous consequences. The objection would be removed if
the decisions of the committee were reviewable by the Comptroller
of the Currency in cases affecting national banks and by the several
State banking departments in cases affecting State banks and trust
companies.
SECTION

5.—REGULATING

BATES FOE
CHECKS.

COLLECTING

OUT-OF-TOWN

The practice now so general amongst clearing-house associations of
compelling members, upon pain of expulsion, to charge prescribed
rates for collecting out-of-town checks suppresses competition in
a very important commercial service and is a clear usurpation of
power vested by law in the officers and directors of the respective
member banks, "since, as we have seen, these associations perform no
function whatever in connection with such collection.
Before the adoption of such a rule the members of the association
were competing in the collection of out-of-town checks, with consequent varying charges, or no charge at all in many instances, use of
the customer's money being deemed adequate compensation for the
collection service. (Cannon, R., 219, 222; Hepburn, R,., 306;
Frew, It., 622.)
The effect of the rule is completely to destroy such competition, as
was admitted:
Q. I am not sure that I asked you this morning what, in your judgment, would be
the effect of the abrogation of this clearing-house rule that compels every member of
the clearing-house association to charge this minimum rate of collection, and the giving permission to each bank to deal with its own customers as it saw fit.
A. It would introduce more or less confusion in the handling of the items.
Q. It would introduce competition between the banks, would it not?
A. Yes.
Q. And the introduction of competition between the banks would mean, would
it not, better terms for the customers?
A. Well, it is fair to assume that competition would tend that way. (Hepburn,
R., 309, 310.)
Q. And the clearing-house association by this arrangement stopped that competition, did it not?
A. It stopped that element of that competition which they considered ruinous.
Q. To what bank had it ever been ruinous? They had all been making money,
had they not?
A. Yes, sir.
Q. It was not ruinous to your bank, was it?
A. No.
Q. You mean that it was ruinous in the sense that you would have an expense in
the business that you could avoid?
A. That is it. (Frew, R., 622-623.)

In a recent case, International Text Book Co. v. Pigg (217 U. S.,
91), the Supreme Court held that a school systematically instructing
students in different States by correspondence is engaged in interstate
commerce. The basis of the decision was the principle announced
by Chief Justice Marshall in Gibbons v. Ogden (9 Wheat., 1, 18), that
whilst "commerce, undoubtedly, is traffic * * * it is something
more; it is intercourse.'' If the business of a correspondence school
is commercial intercourse, for greater reason must the business of
collecting bank checks be of that character.

112

CONCLUSIONS AS TO CLEARING-HOUSE ASSOCIATIONS.

If, then, the collection by a bank in one State of checks drawn on
banks of a different State shall be deemed an operation of interstate
commerce, a combination amongst the banks so engaged, with the
purpose and effect of suppressing competition and enforcing a uniform rate for their service, restrains interstate commerce within the
settled meaning of the act of July 2, 1890. (Addyston Pipe Co. v.
United States, 175 U. S., 211; Swift & Co. v. United States, 196 U. S.,
375; Northern Securities Co. v. United States, 193 U. S., 197; Dr.
Miles Medical Co. v. Park & Sons Co., 220 U. S., 373; Standard Oil
Co. v. United States, 221 U. S., 1; United States v. American Tobacco
Co., 221 U. S., 106; United States v. Terminal Railroad Assn., 224
U. S., 383.)
Again, any agreement or compact by which a corporation attempts
to transfer the management and control of its business in an essential
particular from its own officers, directors, and stockholders to an outside body, is in excess of its powers and contrary to law, and subjects
its charter to forfeiture if the result produced tends to the public injury. (People v. North River Sugar Refining Co., 121 N. Y., 582;
State v. Standard Oil Co., 49 Ohio St., 185; Union National Bank v.
Hill, 148 Mo., 380; 49 S. W., 1012; Morse on Banks, 3d ed., sec. 116.)
The basis of this rule is that the law creating the corporation having
provided a body to manage its business, none other may be substituted by private arrangement.
The law requires that a corporation should be controlled and managed by its directors in the interests of its own stockholders, and conformable to the purpose for which
it was created by the laws of its State. (State v. Standard Oil Co., supra.)

This principle is especially applicable to corporations performing
the delicate and public function of banking.
Within reasonable and moderate limits, so narrow that their general supervision
must practically cover all which their delegates can do within these limits, they (bank
directors) may confer powers by general resolution which may be valid for an indefinite
period and for any number of separate transactions. But authority so large as to transfer in an important degree the control of the corporate affairs they can not confer.
(Morse on Banks, 3d ed., sec. 116.)

Collecting out-of-town checks is a very important part of the business of banks in every_ large city. In an average year the banks in
the New York Clearing House Association collected out-of-town
checks to the amount of $4,859,187,900. Therefore a national bank
agreeing to transfer from its own officers and directors to an outside
body—the clearing house—absolute power to say what, if anything,
it shall charge for this important service, on the principle above stated
violates its charter. The purpose and effect of such agreement being
to suppress competition in a service of vast importance to commerce,
it must be held injurious to the public interests, in accordance with
the settled policy of the country as regards agreements to suppress
competition; and therefore the charter of the bank may be forfeited.
If a national bank, without violating its charter, may "delegate to an
outside body power to say what it shall charge for collecting out-oftown checks, why may it not agree that such an outside body shall
determine rates of interest or discount it will charge as has been done
in one of the associations and attempted in others. Or what rates of
interest it will allow on deposits. Or what loans and other investments it will make.

CONCLUSIONS AS TO CLEAKING-HOUSE ASSOCIATIONS.

113

The impropriety of these practices is no plainer than the enforcement by such associations or uniform rates for collecting out-of-town
checks.
That there is no distinction in principle was admitted by the president of the Pittsburgh Clearing House Association (Wardrop, R.,
557):
Q. Do you see any distinction, so far as interfering with the action of the directors
in managing their banks is concerned, between telling them how much they shall
charge for collecting out-of-town checks and telling them how much interest
they shall allow the depositors on their deposits?
A. No, sir; I do not see any difference.
Q. One is just as much an interference with the liberty of the directors and
the conduct of their business as the other, is it not?
A. I think so.

The common vice of all practices of the kind is the use of the
power of the clearing-house association to destroy competition
amongst its members in transactions admittedly outside its province,
and the enforced surrender by such members of the control of their
affairs to a foreign body.
Your committee is thus of the opinion, first, that the practice in
question is within the prohibitions of the antitrust act, since it suppresses competition in an interstate commercial service of great importance; secondly, that it is violative of the charter of national
banks since it transfers from their own officers and directors to an
outside body the power to determine their course in this important
feature of their business and the result being injurious to the public
interests in that as stated it suppresses competition in an important
commercial service and imposes upon the merchants of the country a
burden that they were not generally required to bear until the rule
was enacted, the violation is of that character which justifies the
forfeiture of the charter of any bank persisting in it.
It is therefore recommendeu that the Comptroller of the Currency
give notice to all national banks which have delegated the regulation
of their charges for collecting out-of-town checks to clearing-house
associations, that unless they forthwith reclaim and exercise such
power proceedings will be taken to forfeit their charters.
SECTION 6.

REGULATION OF RATES OF DISCOUNT AND OF INTERESTS
ON DEPOSITS.

For the same reasons that they should not be permitted to regulate
the charges for collecting out-of-town checks, clearing-house associations should also be prohibited from prescribing rates of interest or
discount, rates of interest allowed on deposits, rates of exchange or
any other regulation not appropriate to its function as an instrumentality for the collection of checks by banks of the same community
one from another. Few associations have attempted regulations of
this character and that they should not be permitted to do so was
the practicallv unanimous judgment of the bankers who testified.
(Sherer, R., 158; Cannon, R., 218; Vanderlip, R., 278; Frew, R.,
628.)
The accompanying bill to amend the national banking law embodies among other things the legislation recommended by your committee on this subject.
80519—H. Eept. 1593, 62-3

CHAPTER SECOND.—As REGARDS STOCK EXCHANGES.
SECTION 1.

NEED OF GOVERNMENTAL REGULATION.

The stock exchanges in our principal cities, and especially those in
New York, Chicago, Philadelphia, Pittsburgh, and Boston, are essential instrumentalities in the conduct of modern business and finance.
Their local habitation has little relation to their sphere of usefulness
or to their capacity for evil if permitted to be utilized for illegitimate
ends. The main inquiry on this subject has been into the operations
of the New York Stock Exchange, which are probably greater in
volume of transactions than all the others combined, but the conclusions reached as to that apply also to the others.
The contention of the New York Stock Exchange that it is not
engaged in business and that its sole function is to supply a meeting
place where its members may deal with one another under prescribed
rules is not borne out by the facts, as hereinabove stated.
It is the market place of the entire country and of foreign countries
for securities and the only public market in the United States where
money is loaned and borrowed.
The business transacted by its members comes to them from almost
every corner of the civilized world. Its hall mark as to the genuineness of a certificate of interest in a corporation passes current everywhere and is rightly supervised with jealous care and at considerable
expense to the corporations concerned.
It undertakes to prescribe the form and conditions of every corporate security in which it authorizes dealings and its determination
is final through its control over the listing of such securities. It
reserves the right to exact minutest details of the business and affairs
of the issuing corporation, to impose its will in the matter of the procedure by which such corporation shall declare and pay interest and
dividends, and in the matter of the transfer agents and registrar,
and as regards endless other details; all this very properly on the
ground that it is performing a national public function.
It jealously controls the reports as to every transaction on its floor,
issues and distributes the records of even' purchase and sale, or offer
of purchase and sale, which it thereby impliedly represents as an
honest and genuine transaction. Courts of justice, trustees, financial
institutions, and the public the world over act on this information.
It exacts compensation for the service of listing securities, sells its
quotations to interstate and international telegraph companies for
large sums of money and scatters them broadcast over the country
through the newspapers, over the telephone and telegraph, but
always under its control.
Great and much-needed reforms in the organization and methods
of our corporations may be legitimately worked put through the
power wielded by the siock exchange over the listing of securities.
114

CONCLUSIONS AS TO STOCK EXCHANGES.

115

Much of the confusion and many of the defects in corporate regulation due to the diversity of State laws and to the bidding of the States
against one another in laxity of administration in order to attract
corporations within their borders may be corrected and uniformity of
methods introduced through the listing department of the exchange.
Thus complete publicity as to all the affairs of a corporation may
be uniformly enforced. The scandalous practices of officers and
directors in speculating upon inside and advance information as to
the action of their corporations may be curtailed if not stopped. In
short, its opportunities as an agency of corporate reform are almost
endless, provided its own practices can be reformed so as to entitle
it to exercise these broad powers. Instead of the investment business of the country abandoning the exchange, as is now and has been
to some extent the case for some time past, it will become necessary
to the reputation and salability of a security that it should be
listed. The general public, which has grown to look upon the exchange with distrust because of the practices that have been permitted,
will be given new confidence in it when it is under legal supervision.
Notwithstanding these facts it contends that it should be permitted to continue its voluntary organization with the privileges and
freedom of action of a private club and should not be made subject
to legislative or judicial control or supervision, and that it is not
amenable to Federal regulation in its use of the mails and of the telegraph and telephone in interstate commerce and in the dealings of
its members with foreign countries.
To this contention your committee is unable to agree. It is
incongruous that such an institution wielding such power and
equipped* to perform such useful and important functions in our
economic system should be uncontrolled by law.
On the other hand, your committee believes that incorporation
and regulation would banish from the exchange transactions which
now disgrace it, bringing in their place a greater volume of business
of an investment and otherwise legitimate character, and marking
the dawn of a new era of prosperity for its members and of usefulness
to the public.
SECTION 2.

PROVINCE OF FEDERAL GOVERNMENT.

It is doubtful, however, whether the Federal Government has
power generally to regulate stock exchanges. We therefore advise no
action by Congress to correct such local abuses in the operations of
the New York Stock Exchange as its effort to drive rival exchanges
in the city of New York out of business by the methods disclosed,
and its refusal to list securities unless engraved by a concern approved
by the exchange, though the last might be reached as an attempt to
monopolize the business of engraving securities. Nor do we advise
any action by Congress in reference to the exchange's rules regulating commissions and limiting the membership, these also being of
local effect.
As regards the rates of commission enforced by the exchange your
committee believes the present rates to be reasonable, except as to
stocks, say, of S25 or less in value, and that the exchange should be
protectedin this respect by the law under which it shall be incorporated against a kind of competition between members that wouJd
lower the service and threaten the resnonaibilitv of members. A.

116

CONCLUSIONS AS TO STOCK EXCHANGES.

very low or competitive commission rate would also promote speculation and destroy the value of membership.
For the same reasons we are of opinion the existing limitation of
membership should not be disturbed at this time.
But whether stock exchanges in their wholly local and internal
relations may be regulated by Congress or not, where they lend their
facilities for transactions injurious to the public interests at large,
Congress may prevent any instrumentality under its control from
being used to multiply and spread such transactions; and it is its
obvious duty to do so.
It has appeared that sales of stocks on the New York Stock Exchange average $15,500,000,000 annually; that but a small part of
these transactions is of an investment character; that whilst another
part represents wholesome speculation, a far greater part represents
speculation indistinguishable in effect from wagering and more hurtful than lotteries or gambling at the race tracK or the roulette table
because practiced on a vastly wider scale and withdrawing from productive industry vastly more capital; that as an adjunct of such
speculation quotations of securities are manipulated without regard
to real values and false appearances of demand or supply are created,
and this not only without hindrance from but with the approval of
the authorities of the exchange, provided only the transactions are
not purely fictitious.
In other words, the facilities of the New York Stock Exchange are
employed largely for transactions producing moral and economic
waste and corruption; and it is fair to assume that in lesser and varying degree this is true or may come to be true of other institutions
throughout the country similarly organized and conducted.
Your committee believes, therefore, that Congress has power unconditionally to prohibit the mails, the interstate telegraph and telephone, the national banks, and all other instrumentalities under its
control, from being used in executing, negotiating, promoting, increasing or otherwise aiding transactions on such stock exchanges.
SECTION 3.—CONDITIONS KEQUTBED TO BE MET.

Your committee, however, is of opinion that to a great extent the
objectionable features of operations on stock exchanges would be
eliminated if the following conditions were met:
(a) Incorporation.—If such exchanges were to become bodies
corporate of the States or Territories in which they are respectively
located.
Whilst, of course, they can not now do anything contrary to law,
nevertheless the State can not exercise in their case that comprehensive control and close and summary supervision which it may
exact of corporate bodies as a condition of permitting them to exist
at all. If such exchanges were required to incorporate, the State
could write into their charters provisions calculated to restrict them
to legitimate purposes and suppress the abuses described; and by a
system of examinations and penalties could enforce such provisions.
The principal objection urged by the exchange against incorporation is that it will interfere with its power of discipline over its members and thus lower the standard that has been reached and that can

CONCLUSIONS AS TO STOCK EXCHANGES.

117

only be maintained by an unquestioned final authority. Not wishing
to criticize harshly, we are yet bound to say that we do not consider
the standard attained by the exchange under freedom from governmental supervision to be of such character as to constitute a valid
reason against such supervision.
But aside from that, no reason is perceived why any such result as
suggested should follow from giving to an accused member whose
reputation and entire business career and means of livelihood depend
on the action of his comembers and competitors the manifest measure
of justice of a review by an impartial authority. There is no danger
that the courts will deal less severely or less effectually than has the
exchange with the frauds practiced upon the public which it is the
purpose of incorporation and regulation to prevent and punish.
That would be difficult. Nor are they likely to regard manipulation
with any less disfavor.
(&) Publicity of affairs of corporations.—If such exchanges required
corporations whose securities are listed by them to file before the
listing and thereafter at regular intervals, for public inspection, a
verified statement showing item by item their assets and liabilities
and income and expenses, and for what their capital stock has been
issued, stating how much for property and other considerations, with
a description of such property and considerations and a statement of
any commissions paid to promoters, brokers, middlemen, or vendors; a
verified copy or statement of any contract, whether in writing or
parol, in any manner affecting the issue sought to be listed or relating
to any interest therein of promoters, bankers, middlemen, or vendors;
and a verified statement of any transactions, direct or indirect,
between such corporations and their officers and directors.
By such publicity misrepresentations of the value of securities and
speculation promoted by intimations of "hidden assets" would be
rendered more difficult, if not impossible.
(c) Margin of 20 per cent.—If they required that no orders to purchase the stock of any corporation shall be executed without a partial payment of not less than 20 per cent of the price agreed to be
paid therefor.
Such a requirement would, obviously,curb speculation; the smaller
the margin required the larger the number of shares that a given
sum can purchase.
(d) Manipulation.—If they prohibited so far as possible the execution of simultaneous or substantially simultaneous orders proceeding from the same person or persons to buy and sell the same
security for the purpose of creating an appearance of activity therein,
and any orders the purpose of which is to inflate or depress the price
of any security.
Such a regulation, effectively enforced, would go far toward
abolishing the processes of manipulation.
(e) Rehypothecation of securities.—If they effectively prohibited
members from pledging or hypothecating securities purchased and
carried for the account of a customer for an amount greater than the
unpaid portion of the purchase price, whether with or without the
consent of such customer.
Without consent, such practice is misappropriation, and in any
case, as we have seen, it seriously endangers the safety of the customer's securities, making redemption in the event of the broker's

118

CONCLUSIONS AS TO STOCK EXCHANGES.

failure possible only, if at all, by payment of the full amount borrowed
by the broker.
This injurious result might be avoided if the broker were required
to state on the loan envelope opposite each item of collateral the
amount owing to him thereon., and were prohibited by law from borrowing and the banks from lending any larger amount. The only
important objection that a governor of the stock exchange was able to
offer to a reform so manifestly demanded in the interest of honest
ousiness dealing was that it would require brokers to double their
clerical forces. (Sturgis, R.. 800-801.)
Members have recently sought to destroy the force of this criticism
by printing upon their statements or requiring the customer to subscribe a consent to this use of his securities. (Wolknan, It., 1786,
1787.) Your committee is of opinion that the exchange should prohibit its members from making such stipulations and arrangements.
They tend to increase speculation, and there is no reason why a
broker should enforce from his customer the right to do business with
the customer's capital. Every just interest is served by permitting
the broker to borrow to the full extent of the sum owing him by his
customer.
(/) Lending customers' securities.—If they effectively prohibited one
member from lending to another securities carried by the former for
customers, whether with or without such customer's consent.
This practice likewise endangers the customer's securities.
Furthermore, it facilitates short selling, and whilst we do not think
that speculation for the fall any more than for the rise should be prohibited altogether, yet devices especially designed to promote either
should not be permitted, since the evil in all speculation is the abuse of
it by carrying it beyond natural bounds.
(g) Admissions to and removals from list.—If their charters stated
the conditions on which issues of securities shall be admitted to or
removed from the trading list and provided that in every case their
action in this regard shall be subject to judicial review at the suit of
the issuing corporation or any owner of the securities.
This would prevent the use of the valuable privilege of "listing" as
a club to coerce holders into selling their securities and otherwise to
manipulate the market. It would also prevent the manifest injustice
to investors of depriving them of their market and destroying the
availability of their security for loans, which existed when they bought.
The rule authorizing the removal of a stock from the list is defended on the ground that where all but a small proportion of an
issue is held in a single control it is easier to manipulate the price
of it and create a corner in it. This contention when analyzed
amounts to the assertion that an investor who bought his stock
relying upon its being a listed security must be penalized in order
to protect a speculator who may sell stock that he does not own and
is unable to buy it to make delivery. No one who owns what he is
selling is in danger of a " corner."
On the other hand, as we have seen, the exercise of this power to
strike a stock from the list is fraught with the most serious
consequences to investment holders of securities, and its abuse in
the interest of powerful financial groups is an easy matter. Its
exercise may be made to operate as a distinct fraud upon the innocent
investor.

CONCLUSIONS AS TO STOCK EXCHANGES.

119

(h) Books of account.— If such exchanges required members to keep
full and accurate books of account, showing the actual names and
transactions of their customers and to give access thereto not only to
officers of the exchange but to the appropriate State officers and the
Postmaster General.
Such a regulation would facilitate the detection of the objectionable
practices sought to be eradicated. It is the only way in which detection can be assured.
Your committee therefore recommends that the use of the instrumentalities under the control of the Federal Government in aid of
transactions on stock exchanges be prohibited by act of Congress only
where such exchanges refuse to comply with the foregoing conditions.
More specifically, such legislation should prohibit the transmission
by the mails or by telegraph or telephone from one State to another of
orders to buy or sell or quotations or other information concerning
transactions on stock exchanges not complying with the conditions
named.
A bill embodying these recommendations accompanies this report.
SECTION 4.—POWER OF CONGRESS TO DENT USE OF MAILS AND
TELEGRAPH.

Since the power of Congress to enact such prohibitions may be
questioned, your committee feels called upon to discuss that question.
The cognate questions whether Congress might not prohibit national
banks from buying or selling or lending upon the security of stocks
and bonds listed on stock exchanges not complying with the condi^
tions named, or mignt not impose a tax upon transactions on such
stock exchanges, will also be discussed, though such a prohibion or
tax is not now recommended.
1. Congress may prohibit the transmission through the mails of orders
to buy or sell or quotations or other information concerning transactions
on stock exchanges which 'permit the use of their facilities for gambling
and other purposes detrimental to the ptiblic interests.

In Matter of Jackson (96 U. S., 727), sustaining the constitutionality of an act of Congress barring from the mails any "letter or
circular concerning lotteries, so-called gift concerts," etc., the
Supreme Court declared that the power "To establish post offices and
post roads" conferred upon Congress by the Constitution—
"embraces the regulation of the entire postal system of the
country. The right to designate what shall be carried necessarily involves the right to determine what shall be excluded"
(p. 732)and that under this power Congress may withhold the use of the mails
for purposes "supposed to have a demoralizing influence upon the
people" (p. 736).
In Ex parte Rapier (143 U. S., 110) reconsideration of this decision
was asked on the ground that the avowed purpose of the act was to
suppress lotteries, gift enterprises, etc., and that since Congress is without power to regulate or prohibit such enterprises it was unconstitutional to accomplish their suppression indirectly by denying them the
facilities of the mails—that the power to establish and maintain a

120

CONCLUSIONS AS TO STOCK EXCHANGES.

postal system could not be employed to regulate a subject not
within the powers of Congress. But the Supreme Court adhered to its
decision in the earlier case, saying (pp. 133-135):
It was held that the power vested in Congress to establish post offices and post
roads embraced the regulation of the entire postal system of the country, and that
under it Congress may designate what may be carried in the mail and what excluded;
that in excluding various articles from the mails the object of Congress is not to interfere with the freedom of the press or with any other rights of the people, but to
refuse the facilities for the distribution of matter deemed injurious by Congress to the
public morals;
*
*
*
*
*
*
*
The States before the Union was formed could establish post offices and post roads
and in doing so could bring into play the police power in the protection of their citizens
from the use of the means so provided for purposes supposed to exert a demoralizing
influence upon the people. When the power to establish post offices and post roads
was surrendered to the Congress it was as a complete power, and the grant carried with
it the right to exercise all the powers which made that power effective. * * *
The argument that there is a distinction between mala prohibita and mala in se, and
that Congress might forbid the use of the mails in promotion of such acts as are universally regarded as mala in se. including all such crimes as murder, arson, burglary,
etc., and the offense of circulating obscene books and papers, but can not do so in
respect of other matters which it might regard as criminal or immoral, but which it has
no power itself to prohibit, involves a concession which ia fatal to the contention of
petitioners, since it would be for Congress to determine what are within and what
without the rule; but we think there is no room for such a distinction here, and that
it must be left to Congress in the exercise of a sound discretion to determine in what manner
it will exercise the power it undoubtedly possesses. * * * The circulation of
newspapers is not prohibited, but the Government declines itself to become an agent in
the circulation of printed matter which it regards as injurious to the people. (Italics
ours.^

In Public Clearing House v. Coyne (194 U. S., 497) the Supreme
Court, reaffirming Matter of Jackson and Ex parte Rapier, supra,
declared that "the postal service is by no means an indispensable
adjunct to a civil government, but is a public function, assumed
and established by Congress for the general welfare" (p. 506); that
"the legislative body, m thus establishing a postal service, may
annex such conditions to it as it chooses" (p. 506); and that under
its power to determine what shall be excluded from the mails,
Congress may "forbid the delivery of letters to such persons or corporations as, in its judgment, are making use of the mails for the
purpose of fraud or deception or the dissemination among its citizens
of information of a character calculated to debauch the public
morality" (pp. 507, 508).
Whether the judgment of Congress as to what shall be excluded
from the mails is subject to judicial review has not been definitely
decided. In American School of Magnetic Healing v. McAnnulty
(187 U. S., 94, 107), the Supreme Court conceded for the purposes
of that case, without deciding, 'that Congress has full and absolute
jurisdiction over the mails, and that it may provide who may and
who may not use them, and that its action is not subject to review
by the courts, * * *." In Burton v. United States (202 U. S.,
344, 371) it was observed that the exclusion must be ''consistent
with the rights of the people as reserved by the Constitution."
From the foregoing cases these propositions are deducible:
1. Power to establish and regulate the postal system is vested by
the Constitution in Congress as completely as it was formerly possessed by the Stages within their respective borders, and consequently
whatever regulation might be made by a State had the subject not

CONCLUSIONS AS TO STOCK EXCHANGES.

121

been transferred to the Federal Government may now be made by
Congress.
2. In the exercise of this power Congress may determine what
shall be carried in the mails and what excluded. It is under no
duty to become an agent in the circulation of matter promoting
enterprises which it regards as injurious to the people simply because
it can not directly regulate or prohibit those enterprises.
3. Since the whole power to regulate postal affairs was transferred
from the States to the Federal Government without diminution,
Congress may exclude matter from the mails on any ground available
to the States had they retained such power under the Constitution,
whether that ground of itself is within the province of Congress or
not. For example, Congress has no power to prohibit lotteries, but
it may deny them the facilities of the mails with the object in view
of suppressing them (Ex parte Rapier, supra). If Congress could
not so exclude matter save to accomplish objects in respect of which
it might legislate directly, the mails could be used without hindrance
to serve improper ends. Congress could not interfere, because without
power directly to prohibit those ends; while the States could not
interfere, because without power to regulate the mails.
4. The power of Congress to exclude matter from the mails, bemg
thus unaffected by the division of authority between the Federal
Government and the States, is subject only to the limitation, if any,
that the basis of exclusion must not be arbitrary or capricious nor
discriminatory between those of the same class.
It follows that conceding the prevention of gambling and manipulation in the prices of securities to be not within the province of
the Federal Government, this is no valid objection to a law excluding
from the mails quotations or other information concerning transactions on stock exchanges not so organized and governed, in the
opinion of Congress, as to prevent their facilities being used in aid of
such gambling and manipulation.
Therefore if such a law is subject to judicial review at all, the only
question is whether the judgment of Congress, that the dissemination
of such information through the mails promotes objects injurious to
the people, is arbitrary, capricious, and without reason. In practice
it woula be hard to conceive of a case where the courts, assuming they
have the power, would substitute their judgment for that of Congress
as to what is injurious to the people. Certainly none would gainsay
that it is harmful to disseminate quotations of a stock exchange
which does not prevent so far as possible the use of its facilities for
gambling and to create fictitious prices. In Otis & Gassman v.
Parker (187 U. S., 606) the Supreme Court upheld a statute avoiding
all contracts for sales of corporate stock on margin, whether of a
bonafide or gambling nature, saying (pp. 608, 609):
While the courts must exercise a judgment of their own, it by no means is true that
every law is void which may seem to the judges who pass upon it excessive, unsuited
to its ostensible end, or based upon conceptions of morality with which they disagree.
Considerable latitude must be allowed for differences of view, as well as for possible
peculiar conditions which this court can know but imperfectly, if at all, Otherwise
a constitution, instead of embodying only relatively fundamental rules of right, as
generally understood by all English-speaking communities, would become the partisan
of a particular set of ethical or economical opinions, which by no means are held semper
ubxque et ab omnibus.

122

CONCLUSIONS AS TO STOCK EXCHANGES.

Again, in Public Clearing House v. Coyne (194 U. S., 497) the
Postmaster General, acting under a law of ( ongress, was sustained in
excluding from the mails matter concerning an enterprise which was
not fraudulent, nor a lottery in the ordinary sense, but merely
lacked the elements of a legitimate business (pp. 512-515).
Assuming it to have been established that Congress has power to
exclude from the mails quotations or other information concerning
transactions on stock exchanges whose facilities are used for gambling
purposes or to create fictitious prices, what means may it employ
to that end ?
It may authorize the Postmaster General, subject to judicial review,
to determine whether the objectionable practices exist as regards
any exchange, and if so to exclude mail matter concerning the transactions on such exchange, in like manner as he is now authorized to
exclude matter concerning enterprises found by him to be fraudulent
or in the nature of lotteries, (Public Clearing House v. Coyne, 194
U. S., 497.)
Or, Congress may exercise the power directly by enacting that
only those exchanges complying with certain prescribed conditions
shall be deemed free from the objections stated and consequently at
liberty to use the mails, leaving to the Postmaster General only the
determination of whether such conditions have been met.
In the latter case doubtless the regulations must not be arbitrary
but reasonably adapted to the end of preventing the facilities of
exchanges being used for gambling purposes or to create fictitious
prices. But it would be no objection that the end might be accomplished by different and less rigorous regulations or even without
any at all. It would be enough if they had any real relation to the
end. (M'Culloch v. State of Maryland, 4 Wheat., 316, 421, 423.)
The power which the legislature has to promote the general welfare is very great,
and the discretion which that department of the government has, in the employment
of means to that end, is very large. While both its power and its discretion must be
so exercised as not to impair the fundamental rights of life, liberty, and property,
* * * yet "in many cases of mere administration, the responsibility is purely
political, no appeal lying except to the ultimate tribunal of the public judgment,
* * *." (Powell v. Pennsylvania, 127 U. S., 678, 685.)

Applying this principle the Supreme Court held that it could not
override the legislative judgment that the protection of the public
health required not merelv that the manufacture of oleomargarine be
so regulated as to exclude noxious ingredients but prohibited altogether: that the legislature had this choice of means. (Powell v.
Pennsylvania, supra, pp. 685. 686.) Similarly, in Public Clearing
House v. Coyne (194 L. S.. 497, 510), it was held that in preventing
the use of the postal service in aid of lotteries and fraudulent enterprises Congress is not confined to excluding matter relating to such
enterprises but mav prohibit the transmission or delivery, of all
matter sent by or addressed to persons engaged therein. Again, and
of special application here, it was held in Otis & Gassman v. Parker
(187 U. S.. 606. 608, 609) that in order to suppress gambling in corporate stocks the legislature may avoid all contracts for the sale of
such stocks on margin whether only a settlement of price differences
or a bonafideacquisition of the stock is contemplated.
We eonclude that Congress has power to prevent the use of the
mails to disseminate quotations or other information concerning

CONCLUSIONS AS TO STOCK EXCHANGES.

123

transactions on stock exchanges whose facilities are used for purposes of gambling and price manipulation, and that exercising its
wide choice of means to that end, it may prohibit the transmission
through the mails of any information relating to transactions on
exchanges refusing submission to regulations reasonably adapted to
preventing the objectionable practices.
2. Congress, by way of regulating interstate commerce, may prohibit
the transmission from State to State by telegraph or telephone of orders
to buy or sell, or quotations, or other information concerning transactions on stock exchanges which permit the use of their facilities for gambling and other purposes detrimental to the public interests.

In the language of Chief Justice Marshall and Justice Johnson in
Gibbons v. Ogden (supra), quoted with emphatic approval in the
Lottery case (188 U. S., 321, 347, 348, 353):
The power over commerce with foreign nations and among the several States is
vested in Congress as absolutely as it would be in a single government having in its
constitution the same restrictions on the exercise of the power as are found in the
Constitution of the United States. (Marshall, C. J.)
* * * The grant of this power carries with it the whole subject, leaving nothing
for the State to act upon. (Johnson, J.)

The power to regulate interstate commerce is thus vested in Congress as completely as if that were the only lawmaking body in our
governmental system; as completely as a State possesses the power
to regulate commerce wholly within its own borders. Therefore, whatever regulation a State may make as regards commerce within its
territory, Congress may make as regards interstate commerce.
Transportation is commerce; when from State to State it is interstate
commerce (RailroadCo.v. Fuller, 17 Wall.,560,568; Weltonv. Missouri,
91 U. S., 275, 280; Mobile County v. Kimball, 102 U. S., 691); and
this is so whether that which is transported is an article of commerce—
of barter and sale—or not. Thus, the transportation of persons is
as much commerce as the transportation of goods. (Passenger cases,
7 How., 283, 401; Gloucester Ferry Co. v. Pennsylvania, 114 U. S.,
196, 203; Western Un. Tel. Co. v. Pendleton, 122 U. S., 347, 356;
Covington, etc., Bridge Co. v. Kentucky, 154 U. S., 204, 218.)
Likewise the transmission from State to_ State by telegraph of
"ideas, wishes, orders, and intelligence" is interstate commerce,
whether the matter so transmitted relates to articles of commerce or
not; whether it is an order for goods or an invitation to dine. (Western Un. Teleg. Co. v. Pendleton, 122 U. S., 347, 356.) The same
must be true of the transmission of "ideas, wishes, orders, and intelligence" by telephone. (Muskogee Nat. Tel. Co. v. Hall, 118 Fed.,
382.)
The power to regulate interstate commerce embraces the power to
regulate its instrumentalities. (Welton v. Missouri, 91 U. S., 275,
280; Pensacola Teleg. Co. v. Western Un. Teleg. Co., 96 U. S., 1;
Gloucester Ferry Co. v. Pennsylvania, 114 U. 3., 196, 203.) The
telegraph and, for the same reasons, the telephone are such instrumentalities. (Pensacola Teleg. Co. v. Western Un. Teleg. Co., 96
U. S., 1; Teleg. Co. v. Texas, 105 U. S., 460; Western Un. Teleg. Co
r. Pendleton, 122 U. S., 347, 356.)

124

CONCLUSIONS AS TO STOCK EXCHANGES.

In Western Union Teleg. Co. v. Crovo (220 U. S., 364,369) the Supreme Court said:
That companies engaged in the telegraph business, whose lines extend from one
State to another, are engaged in interstate commerce, and that messages passing
from one State to another constitute such commerce, is indisputable. Such companies and such messages come, therefore, under the regulating power of Congress.

It is thus seen that interstate telegraph and telephone lines and the
transmission over them of messages between the States are under the
control of Congress as absolutely as if this were a single government,
subject to the guaranties of life, liberty, and property contained in the
Constitution. (Lottery case, 188 U."S., 321, 353.) * Manifestly, such
a government would have power to prevent the telegraph and telephone being put to any use injurious to its citizens. Therefore Congress may prevent interstate telegraph and telephone lines from being
used to promote ends injurious to the people of the United States.
Whether it could legislate directly to prohibit those ends has nothing
to do with the case.
Indeed, since in consequence of the supreme power of Congress
over interstate commerce a State can not regulate the transmission
of telegraphic and telephonic messages into other States (Western
Union Teleg. Co. v. Pendleton, 122 U. S., 347), if Congress were powerless to prohibit the sending of such messages in aid of evil practices
except where it may legislate directly against such practices, the
result would be that interstate telegraph and telephone systems could
be used without governmental hindrance to serve admitted abuses
or even crimes.
The conclusion thus reached that Congress may prevent interstate
telegraph and telephone lines from being used to promote ends injurious to the people at large, whether it could legislate directly to prohibit those ends or not, is sustained by the Lottery case (188 U. S.,
321) upholding the constitutionality of an act whose avowed purpose was to suppress lotteries, which Congress could not directly
forbid, by prohibiting the carriage of lottery tickets from one State
to another; also by the decision rendered by the Supreme Court on
February 24, 1913, upholding the constitutionality of the so-called
white slave act.
The ground of the decision in the Lottery case was that Congress
has power to prohibit the instrumentalities of interstate commerce
from being used for any purpose injurious to the people. It is thus
stated by the court (pp. 356-358):
* * * Why may not Congress, invested with the power to regulate commerce
among the several States, provide that such commerce shall not be polluted by the
carrying of lottery tickets from one State to another? In this connection it must not
be forgotten that the power of Congress to regulate commerce among the States is
plenary, is complete in itself, and is subject to no limitations except such as may
be found in the Constitution. What provision in that instrument can be regarded
as limiting the exercise of the power granted? What clause can be cited which, in
any degree, countenances the suggestion that one may, of right, carry nr cause to be
carried from one State to another that which will harm the public morals?
As a State may, for the purpose of guarding the morals of its own people, forbid all
sales of lottery tickets within its limits, so Congress, for the purpose of guarding the
people of the United States against the "widespread pestilence of lotteries" and to protect

the commerce which concerns all the States, may prohibit the carrying of lottery
tickets from one State to another. * * * We should hesitate long before adjudging
that an evil of such appalling character, carried on through interstate com-neree, can

CONCLUSIONS AS TO STOCK EXCHANGES.

125

not be met and crushed by the only power competent to that end. We say competent
to that end, because Congress alone has the power to occupy, by legislation, the whole
field of interstate commerce. (Italics ours.)

To meet the principal objection of its dissenting members, the court
undertook to show that lottery tickets are articles of commerce;
but whether they are such or not could not have affected the ground
of decision. For, as seen above, interstate transportation and its
instrumentalities are not less within the control of Congress because
that which is transported is not an article of commerce. Likewise,
interstate telegraphic communication and its instrumentalities are
not less within the control of Congress because the messages do not
relate to commerce.
It is thus established by both reason and authority that if wagering
upon and manipulating the prices of securities on the exchanges
throughout the country may be deemed injurious to the people, on
which point argument is unnecessary (Booth v. Illinois, 184 U. S.,
425; Otis & Gassman v. Parker, 187 U. S., 606), Congress has power to
prohibit the transmission from one State to another by telegraph or
•telephone of orders to buy or sell or quotations or other information
concerning transactions on those exchanges permitting such abuse of
their facilities.
What means, then, may Congress employ to that end ? How may it
determine what stock exchanges are free from the objectionable
practices and therefore at liberty to have orders, quotations, etc.,
relating to transactions upon them transmitted by telegraph and telephone from one State to another ?
From the earlier discussion of the power to exclude matter from the
mails, it will have been seen that Congress has the widest choice of
means in such cases, and that it may enact that no orders, quotations,
etc., relating to transactions on exchanges not submitting to prescribed regulations reasonably adapted to preventing their facilities
being used for gambling purposes or to create fictitious prices shall
be transmitted by telegraph or telephone from one State to another.
On this point the following passage from the opinion in the Lottery
case (supra) is apposite (p. 358):
If the carrying of lottery tickets from one State to another be interstate commerce,
and if Congress is of opinion that an effective regulation for the suppression of lotteries,
carried OD through such commerce, is to make it a criminal offense to cause lottery
tickets to be carried from one State to another, we know of no authority in the courts
to hold that the means thus devised are not appropriate and necesssary to protect the
country at large against a species of interstate commerce which, although irj general
use and somewhat favored in both National and State legislation in the early history
of the country, has grown into disrepute, and has become offensive to the entire people
of the Nation.

3. Congress may prohibit national banks from buying, selling, or
lending upon the security of stocks or bonds listed on exchanges which
permit the use of their facilities for gambling and other purposes detrimental to the public interests.

National-bank corporations are not only liable to be affected in their
business, like all other enterprises, by the exercise of the powers of
Congress, but in addition are subject to that full measure of control
by it, both as to their internal and external affairs, which lawmaking
bodies have over corporations of their own creation.
It does not appear that charters granted under the original national
banking
act of June 3, 1864, were subject to amendment or repeal.

126

CONCLUSIONS AS TO STOCK EXCHANGES.

They were limited, however, to 20 years (R. S.. sec. 5136); and the
acts of July 12, 1882, and April 12, 1902, providing for the extension
of the corporate existence of national banks created under the act of
June 3,1864, enact—
That Congress may at any time amend, alter, or repeal this act and the acts of which
this is amendatory. (3 Comp. Stat., 3460.)

Doubtless, therefore, the present charters of most national banks
are subject to amendment, alteration, or repeal by Congress.
The extent of control over corporations created by it which Congress may exercise under the power to amend, alter, or repeal their
charters is thus stated by the Supreme Court in the Sinking Fund cases
(99 U. S., 700, 720, 721):
That this power has a limit, no one can doubt. All agree that it can not be used to
take away property already acquired under the operation of the charter, or to deprive
the corporation of the fruits actually reduced to possession of contracts lawfully made;
but as was said by this court, through Mr. Justice Clifford, in Miller v. The State (15
Wall., 498, 21 L. ed., 104), "It may safely be affirmed that the reserve power may be
exercised, and to almost any extent, to carry into effect the original purposes of the
grant, or to secure the due administration of its affairs, so as to protect the rights of
stockholders and of creditors, and for the proper disposition of its assets"; and again,
in Holyoke Company v. Lyman Q5 Wall., 519,21 L. ed., 139\ "Toprotect therightsof
the public and of the corporators, or to promote the due administration of the affairs
of the corporation." Mr. Justice Field, also speaking for the court, was even more
explicit when, in Tomlinson v. Jessup (15 Wall., 459, 21 L. ed., 206), he said: "The
reservation affects the entire relation between the State and the corporation, and
places under legislative control all rights, privileges, and immunities derived by its
charter directly from the State "; and again, as late as R. R. Co. v. Maine (96 U. S., 510,
24 L. ed., 840), "By the reservation * * * the State retained the power to alter it
[the charter] in all particulars constituting the grant to the new company, formed under
it, of corporate rights, privileges, and immunities.'' Mr. Justice Swayne, in Shields v.
Ohio (95 IT. S., 324, L. ed., 359), says, by way of limitation, "The alterations must be
reasonable; they must be made in good faith, and be consistent with the object and
scope of the act of incorporation. Sheer oppression and wrong can not be inflicted
under the guise of amendment or alteration." The rules as here laid down are fully
sustained by authority. Further citations are unnecessary.
Giving full effect to the principles which have thus been authoritatively stated, we
think it safe to say, that whatever rules Congress might have prescribed in the original
charter for the government of the corporation in the administration of its affairs, it
retained the power to establish by amendment. In so doing it can not undo what has
already been done, and it can not unmake contracts that have already been made, but
it may provide for what shall be done in the future.

It follows that under its reserved power to amend, alter, or repeal
their charters, Congress may enact that no national bank shall
buy or sell or lend money on the security of stocks or bonds listed on
exchanges not submitting to regulations necessary in the judgment
of Congress to prevent their facilities being used for gambling purposes or to create fictitious prices.
But whether it had reserved the right to alter, amend, or repeal
the charters of national banks or not, Congress could restrict or take
awav altogether any of their powers the continued exercise of which
would be inimical to the public interests, leaving undisturbed, of
course, rights of property resulting from the past exercise of such
powers. (Pearsall v. Great Northern R. Co., 161 U. S., 646; Louisville
& N. R. Co. v. Kentucky. 161 U. S., 677.) In the last-cited case the
Supreme Court said (p. 685):
We regard the issue presented in this case as involving practically the same question. While there is no general reservation clause in the charter of the L. & N. Co.,
we think, for the reasons stated in the Pearsall case, that under its police power the
people, in their sovereign capacity, or the legislature as their representatives, may

CONCLUSIONS AS TO STOCK EXCHANGES.

127

deal with the charter of a railway corporation, so far as is necessary for the protection
of the lives, health, and safety of its passengers or the public, or for the security of
property or the conservation of the public interests, provided, of course, that no
vested rights are thereby impaired.

The courts would accept the judgment of Congress that it is
inimical to the public interests to permit the funds of national banks
to be used in buying or making loans upon stocks or bonds dealt in
on exchanges on which gambling and manipulation in prices is permitted. (Powell v. Pennsylvania, 127 XL S., 678, 685; Otis &
Gassman v. Parker, 187 U. S., 606.) Therefore, irrespective of any
reserved power to alter, amend, or repeal the charters of national
banks, Congress may enact that no such bank shall buy or sell or
lend money on the security of stocks or bonds listed on exchanges
not submitting to prescribed regulations reasonably adapted to
preventing their facilities being used for objectionable purposes.
4. Congress may impose a stamp tax upon sales of stocks and bonds
on exchanges which permit the use of their facilities for gambling and
other purposes detrimental to the public interests.

Referring to the taxing power of Congress the Supreme Court in
the License Tax cases said (5 Wall., 462, 471):
It is true that the power of Congress to tax is a very extensive power. It is given in
the Constitution, with only one exception and only two qualifications. Congress can
not tax exports, and it must impose direct taxes by the rule of apportionment, and
indirect taxes by the rule of uniformity. Thus limited, and thus only, it reaches
every subject, and may be exercised at discretion.

This conception of the power has been repeatedly reaffirmed.
(Pacific Ins. Co. v. Soule, 7 Wall., 433; Austin v. Boston, 7 Wall.,
694, 699; Knowlton v. Moore, 178 U. S. 41, 58; McCray v. United
States, 195 U. S., 27, 56).
The motive or purpose of Congress in imposing a tax can not be
inquired into. (Treat v. White, 181 IT. S., 264, 269; McCray v.
United States, 195 U. S., 27, 59.)
A stamp tax on sales of corporate stocks and bonds is not a direct
tax on property but a duty, impost, or excise, and therefore may be
levied by Congress without apportionment according to the census.
(Thomas v. United States, 192 U. S., 363.)
The only question here therefore is whether, consistently with the
requirement of uniformity, Congress may select for taxation sales
of corporate stocks on exchanges permitting the use of their facilities
for gambling and manipulation in prices, leaving all other such sales
unburdened ?
It is now settled that the provision of the Constitution that
'' duties, imposts, and excises shall be uniform throughout the United
States," refers to geographical uniformity and is satisfied if the same
subject is taxed everywhere throughout the United States and at the
same rate and does not require that the tax shall operate precisely
in the same manner upon all individuals. (Knowlton v. Moore, 178
U. S., 41, 84, 106.)
Applying this doctrine, it was held that in taxing the transmission
of property by will Congress may classify the subject according to
the degree of blood relationship between the taker and the deceased
and impose a different tax in each class, the rate increasing as the
relationship grows more distant. And if it could impose a less rate

128

CONCLUSIONS AS TO STOCK EXCHANGES.

in one class than in another, for the same reason it could exempt
some classes altogether. (Knowlton v. Moore, supra.)
Similarly, in McCray v. United States (195 U. S., 27) an act of Congress classifying oleomargarine into that which is artificially colored
in imitation of butter and that which is not and imposing a tax of
ten cents a pound on the former and one-fourth of one cent a pound on
the latter was sustained.
If in leavying death duties Congress may act upon the principle that
there should be less hindrance to transmissions of property to blood
relations than to strangers; if in taxing oleomargarine it may act
upon the principle that oleomargarine not colored in imitation of
butter should be less burdened that that which is, why may it not, in
taxing sales of corporate securities, act upon the like principle that
there should be less hindrance to sales on exchanges legitimately
serving economic ends than to sales on exchanges whose facilities are
employed to the public disadvantage \
It will be said that the taxation of sales of stocks in the manner
proposed would be an attempt by Congress to suppress stock exchange
gambling, and therefore unconstitutional, since that is a subject
within the province of the States. The like objection was made that
in taxing inheritances at varying rates dependent upon the relationsnip or absence of relationship between the taker and the deceased
Congress was attempting to regulate the disposition of property
within the States; and that in taxing oleomargarine 10 cents a pound
when colored in imitation of butter and only one-fortieth of that
rate when not so colored it was attempting to prohibit the manufacture of artificially-colored oleomargarine within the States in the
interest of producers of butter. The answer to this objection has
been often stated, nowhere better than in the Oleomargarine case
(McCray v. United States, 195 U. S., 27, 56, 63):
The decisions of this court from the beginning lend no support whatever to the
assumption that the judiciary may restrain the exercise of lawful power on the assumption that a wrongful purpose or motive has caused the power to be exerted.
•
•
*
•
•
*
•
That provision [fifth amendment], as we have previously said, does not withdraw
or expressly limit the grant of power to tax conferred upon Congress by the Constitution. From this it follows, as we have also previously declared, that the judiciary
is without authority to avoid an act of Congress exerting the taxing power, even in
a case where, to the judicial mind, it seems that Congress had, in putting such power
in motion, abused its lawful authority by levying a tax which was unwise or oppressive, or the result of the enforcement of which might be to indirectly affect subjects
not within the powers delegated to Congress.

It follows that a stamp tax imposed everywhere throughout the
United States and at the same rate upon sales of corporate stocks
and bonds on exchanges not so organized and governed as to prevent
gambling and manipulation of prices does not fail of the uniformity
required by the Constitution, because sales of such stocks and bonds
otherwise negotiated are not so burdened; and that therefore such
a tax is within thepower of Congress regardless of its purpose or effect.
Being thus authorized to lay such a tax, it is clear from what has
heretofore been said in reference to the means at its disposal in executing its powers, that Congress may enact that exchanges not conforming to prescribed regulations reasonably adapted to suppressing
gambling and manipulation in prices shall be deemed not so organized and governed as to prevent the use of their facilities for those
purposes.

CHAPTER THIRD.—As REGARDS CONCENTRATION OF CONTROL OF
MONEY AND CREDIT.
SECTION 1.

EVOLUTION OF THE CONTROLLING GROUPS.

Your committee is satisfied from the proofs submitted, even in the
absence of data from the banks, that there is an established and welldefined identity and community of interest between a few leaders of
finance, created and held together through stock ownership, interlocking directorates, partnership and joint account transactions, and
other forms of domination over banks, trust companies, railroads, and
public-service and industrial corporations, which has resulted in great
and rapidly growing concentration of the control of money and credit
in the hands of these few men.
The bulk of the oral and documentary evidence taken before your
committee was directed toward ascertaining whether, in current
phrase, there is a "money trust."
If by such a trust is meant a combination or arrangement created
and existing pursuant to a definite agreement between designated persons with the avowed and accomplished object of concentrating unto
themselves the control of money and credit, we are unable to say that
the existence of a money trust has been established in that broad bald
sense of the term, although the committee regrets to find that even
adopting that extreme definition surprisingly many of the elements of
such a combination exist.
One of the witnesses presented a statement or argument following
his examination, from which it appears that he read the charts, statistics, and other testimony produced before the committee, showing
among other things the total resources of various financial, railway,
and industrial corporations, as intended to imply that all such
resources were in the form of actual cash. It was assumed that it
would be understood that the resources of railroads include their rails,
station equipment, materials, and other assets as well as their cash in
hand, and that the resources of industrial corporations include their
plants, accounts, and other assets, and those of financial institutions
their loans, discounts, and other property and investments. There is
no ground for the deduction that the term "resources" as used in the
exhibits was not used in the universal acceptation of the word.
It would of course be absurd to suggest that control of the bulk of
the widely distributed wealth of a great nation can be corralled by any
set of men. If that is what is meant by gentlemen who deny the
80519—H. Rept. 1593,62-3

129

130

CONCLUSIONS AS TO CONCENTRATION OF CONTEOL, BTO.

existence of a money trust, your committee agrees with them. Such
a thing would of course be impossible, and its suggestion is ridiculous.
It is not, however, necessary that a group of men shall directly control
the small savings in the banks nor the scattered resources of the
country in order to monopolize the great financial transactions or to
be able to dictate the credits that shall be extended or withheld from
the more important and conspicuous business enterprises. This is
substantially what has been accomplished and fairly represents the
existing condition.
Under our system of issuing and distributing corporate securities
the investing public does not buy directly from the corporation.
The securities travel from the issuing house through middlemen to
the investor. It is only the great banks or bankers with access to the
mainsprings of the concentrated resources made up of other people's
money in the banks, trust companies, and life insurance companies,
and with control of the machinery for creating markets and distributing
securities, who have had the power to underwrite or guarantee the sale
of large-scale security issues. The men who through their control
over the funds of our railroad and industrial companies are able to
direct where such funds shall be kept, and thu<* to create these great
reservoirs of the people's money are the ones who are in position to
tap those reservoirs for the ventures in which they are interested
and to prevent their being tapped for purposes of which they do
not approve. The latter is quite as important a factor as the former.
It is a controlling consideration in its effect on competition in the
railroad and industrial world.
When we consider, also, in this connection that into these reservoirs of money and credit there flow a large part of the reserves of
the banks of the country, that they are also the agents and correspondents of the out-of-town banks in the loaning of their surplus
funds in. the only public money market of the country, and that a
small group of men and their partners and associates have now further strengthened their hold upon the resources of these institutions
by acquiring large stock holdings therein, by representation on their
boards and through valuable patronage, we begin to realize something of the extent to which this practical and effective domination
and control over many of our greatest financial, railroad, and industrial corporations has developed, largely within the past five years,
and that it is fraught with peril to the welfare of the country.
If, therefore, by a "money trust" is meant—
An established and well-defined identity and community of interest between a
few leaders of finance which has been created and is held together through stock
holdings, interlocking directorates, and other forms of domination over banks, trust
companies, railroads, public-service and industrial corporations, and which has
resulted in a vast and growing concentration of control of money and credit in
the hands of a comparatively few men—

your committee, as before stated, has no hesitation in asserting as
the result of its investigation up to this time that the condition thus
described exists in this country to-day.
Some of the endless ramifications of this power have been traced
and presented and it is upon these that we have based our findings.
Many others can be fully discovered and analyzed only after a close
scrutiny of the internal affairs of the great national banks that will

CONCLUSIONS AS TO CONCENTRATION OF CONTROL, ETC.

131

disclose the ways in which their resources are used, to whom their
funds are loaned, what securities they have been buying and selling
and how their vast profits have been earned. Whilst your committee
has been denied access to this data, sufficient lias been learned to
reveal the relations of these banks and of the State banks and trust
companies and the use that has been made of them in upbuilding a
power over our financial system and in consequence over our railroads
and greater industries that permits real competition on a large scale
in the various fields of enterprise only by sufferance, if at all.
The parties to this combination or understanding or community of
interest, bv whatever name it may be railed, may be conveniently
classified, for the purpose of differentiation, into four separate groups.
First. The first, wnich for convenience of statement we will call
the inner group, consists of J. P. Morgan & Co., the recognized leaders,
and George F. Baker and James StiUman in their individual capacities and in their joint administration and control of the First National
Bank, the National City Bank, the National Bank of Commerce, the
Chase National Bank, the Guaranty Trust Co., and the Bankers Trust
Co., with total known resources, in these corporations alone, in excess
of $1,300,000,000, and of a number of smaller but important financial
institutions. This takes no account of the personal fortunes of these
gentlemen.
Second. Closely allied with this inner or primary group, and indeed
related to them practically as partners in manv of their larger financial enterprises, are the powerful international banking houses of Leo,
Higginson & Co. and Kidder, Peabody & Co., with three affiliated
banks in Boston—the National Shawmut Bank, the First National
Bank, and the Old Colony Trust Co.—having at least more than half
of the total resources of all the Boston banks; also with interests and
representation in other important New England financial institutions.
Third. In New York City the international banking house of
Messrs. Kuhn, Loeb & Co., with its large foreign clientele and connections, whilst only qualifiedly allied with the inner group, and only in
isolated transactions, yet through its close relations with the National
City Bank and the National Bank of Commerce and other financial
institutions with which it has recently allied itself has many interests
in common, conducting large joint-account transactions with them,
especially in recent years, and having what virtually amounts to an
understanding not to compete, which is defended as a principle of
"banking ethics." Together they have with a few exceptions preempted the banking business of the important railways of the country.
Fourth. In Chicago this inner group associates with and makes
issues of securities in joint account or through underwriting participations primarily with the First National Bank and the Illinois Trust
& Savings Bank, and has more or less friendly business relations with
the Continental & Commercial National Bank, which participates at
times in the underwriting of security issues by the inner group. These
are the three largest financial institutions in Chicago, with combined
resources (including the two affiliated and controlled State institutions
of the two national banks) of S561,000,000.
Radiating from these principal groups and closely affiliated with
them are smaller but important banking houses, such as Kissel
Kinnicut & Co., White, Weld & Co., and Harvey Fisk & Sons, who

132

CONCLUSIONS AS TO CONCENTRATION OF CONTBOL, ETC.

receive large and lucrative patronage from the dominating groups
and are used by the latter as jobbers or distributors of securities the
issuing of which they control, but which for reasons of their own they
prefer not to have issued or distributed under their own names.
Messrs. Lee, Higginson & Co., besides being partners with the inner
group, are also frequently utilized in this service because of their
facilities as distributors of securities.
Beyond these inner groups and subgroups are banks and bankers
throughout the country who cooperate with them in underwriting
or guaranteeing the sale of securities offered to the public and who
also act as distributors of such securities. It was impossible to learn
the identity of these corporations, owing to the unwillingness of the
members of the inner group to disclose the names of their underwriters, but sufficient appears to justify the statement that there are
at least hundreds of them and that they extend into many of the
cities throughout this and foreign countries.
The patronage thus proceeding from the inner group and its subgroups is of great value to these banks and bankers, who are thus
tied by self-interest to the great issuing houses and may be regarded
as a part of this vast financial organization. Such patronage yields
no inconsiderable part of the income of these banks and bankers and
without much risk on account of the facilities of the principal groups
for placing issues of securities through their domination of great
banks and trust companies and their other domestic affiliations and
their foreign connections. The underwriting commissions on issues
made by this inner group are usually easily earned and do not ordinarily involve the underwriters in the purchase of the underwritten
securities. Their interest in the transaction is generally adjusted,
unless they choose to purchase part of the securities, by the payment
to them of a commission. There are however occasions on which
this is not the case. The underwriters are then required to take the
securities. Bankers and brokers are so anxious to be permitted to
participate in these transactions under the lead of the inner group
that as a rule they join when invited to do so, regardless of their
approval of the particular business, lest by refusing they should
thereafter cease to be invited.
It can hardly be expected that the banks, trust companies, and
other institutions that are thus seeking participations from this inner
group would be likely to engage in business of a character that would
be displeasing to the latter or that would interfere with their plans or
prestige. And so the protection that can be offered by the members
of this inner group constitutes the safest refuge of our great industrial
combinations and railroad systems against future competition. The
powerful grip of these gentlemen is upon the throttle that controls
the wheels of credit and upon their signal those wheels will turn or
stop.
In the case of the pending New York subway financing of $170,000,000 of bonds by Messrs. Morgan & Co. and their associates, Mr. Davison estimated that there were from 100 to 125 such underwriters who
were apparently glad to agree that Messrs. Morgan & Co., the First
National Bank, and the National City Bank should receive 3 per
cent—equal to So. 100.000—for forming this syndicate, thus relieving
themselves from all liability, whilst the underwriters assumed the risK

CONCLUSIONS AS TO CONCENTRATION OF CONTROL, ETC.

133

of what the bonds would realize and of being required to take their
share of the unsold portion.
This transaction furnishes a fair illustration of the basis on which
this inner group is able to capitalize its financial power. Included
among the underwriters are the banks and trust companies that are
controlled by Messrs. Morgan, Baker, and Stillman under voting
trusts, through stock ownerships, and in the other ways described.
Thus, they utilize this control for their own profit and that of the
stockholders of the institutions. But the advantage to the depositors
whose money and credit may be used in financing such enterprises
is not apparent.
It may be that this recently concentrated money power so fai has
not been abused otherwise trian in the possible exaction of excessive
profits through absence of competition. "Whilst no evidence of abuse
has come to the attention of the committee from impartial sources,
neither has there been adequate proof or opportunity for proof on
the subject. Here again the data has not been available.
Sufficient has, however, been developed to demonstrate that neither
potentially competing banking institutions or competing railroad or
industrial corporations should be subject to a common source of
private control.
Your committee is convinced that however well founded may be
the assurances of good intentions by those now holding the places of
power which have been thus created, the situation is fraught with too
great peril to our institutions to be tolerated.
SECTION 2.—CONTROL OF MARKET FOR SECURITY ISSUES.

Through their power and domination over so many of the largest
financial institutions, which, as buyers, underwriters, distributors,
or investors, constitute the principal first outlets for security issues,
the inner group and its allies have drawn to themselves the bulk of the
business of marketing the issues of the greater railroad, producing and
trading, and public-utility corporations, which, in consequence, have
no open market to which to appeal; and from this position of vantage,
fortified by the control exerted by them through voting trusts, representation in directorates, stock holdings, fiscal agencies, and other
relations, they have been able in turn to direct the deposits and other
patronage of such corporations to these same financial institutions,
thereby strengthening the instruments through which they work.
No railroad system or industrial corporation for which either of
the houses named has acted as banker could shift its business from
one to another. Where one has made an issue of securities for a
corporation the others will not bid for subsequent issues of the same
corporation. Their frequent and extensive relations in the joint
issue of securities has made such a modus vivendi inevitable.
This inner group and allies thus have no effective competition, either
from others or amongst themselves for these large security issues,
and are accordingly free to exact their own terms in most cases.
Your committee has no evidence that this power is being used oppressively and no means of ascertaining the facts so long as their
profits are undisclosed.

134

CONCLUSIONS AS TO CONCENTRATION OF CONTROL, ETC.

It should be noted, however, that issues of subsidiaries of the
United States Steel Corporation within the past year, amounting to
$30,500,000 having been purchased by Messrs. Morgan & Co., were,
the greater part of them, immediately resold at a profit to Lee, Higginson & Co. and Kissel. Kinnicut & Co. (Davison, K., 1833-1848),
when, so far as appears, the corporation could readily have saved this
intermediate profit or commission by being permitted to deal directly
with the banking houses which purchased the securities for distribution. It is admitted that Messrs. Morgan reaped a profit on these
issues. Yet they performed no service so far as we have yet been able
to learn. They neither formed the syndicate nor did they lend their
names to the issue. If they wanted to market the securities we
assume that it was their privilege to do so, as fiscal agents of the corporation. Otherwise, was it not their duty, situated as they were
with regard to the Steel Corporation, as the supreme power therein,
without whose approval no director could be named, to see to it that
the best p< ssible bargain for the corporation should be made, and not
reserve to themselves a profit without risk or service? There are
said to be about 130,000 shareholders in the Steel Corporation. This
illustrates the vice of allowing interstate corporations to constitute
exclusive fiscal agencies, which secure large revenues without performing any substantial service, and which, above all, render the
corporations in question powerless to profit by competition. When
we consider further that in many cases the corporation is not a
free agent in thus destroying its liberty of action the practice becomes
intolerable.
Again, to take one of several similar instances, it was impossible
for your committee to learn whether the prices at which Messrs.
Morgan & Co. and the First National BankTiave from time to time
purchased the securities of the Southern Kailway (the management
of which they absolutely control through the voting trust referred to)
represented "the fair value thereof. Assuming that in this case full
value was paid, your committee is of the opinion that a banking
house should not occupy a position where it can determine the prices
at which a corporation 'shall sell security issues to it. It is a trustee
for the disfranchised stockholders in as broad and unqualified a sense
as is a guardian for his infant ward and should be under the same disability against dealing with its cestui que trust. The same principle
is applicable with respect to the trust companies with which Messrs.
Morgan and Baker stand in like relation under voting trusts and
which participate in their ventures as underwriters and purchasers of
securities.
The suggestion that because these corporations have boards of
directors composed of men of standing they are independent, seems
to us disingenuous. They are the nominees of the banking house and
subject to removal by it at any election. They are not accountable
to the shareholders. but to Messrs. Morgan and Baker, and are not
free agents, no matter how eminently respectable and distinguished
they may be.
Not only does this domination of great banks and tru-=t companies
enable the inner group and their allies to control the disposition of
new security issues through control of the main outlets therefor, but
it also enables them to say what and whose securities shall not be
bought and of enforcing the retention in these institutions of securi

CONCLUSIONS AS TO CONCENTRATION OF CONTROL, ETC.

135

ties issued by them of which an independent management might consider it wise to dispose. The large holdings of the Mutual and Equitable Life Insurance Cos. of the stocks of the National Bank of Commerce and of trust companies and of certain industrial companies
with which Messrs. Morgan and the National City Bank are identified,
such as those of the Consolidated Gas Co. and the International Mercantile Marine Co.. are a few of the numerous instances of this kind.
The New York Insurance law of 1906 allowed five years for the disposition of this class of securities. This has now been extended for a
further term of five years. Yet most of these securities have a
ready market.
The purchase of the Equitable Life stock by Mr. Ryan and Mr.
Morgan in succession furnishes an object lesson of the value that
leadingfinanciersplace on the control of corporate assets not belonging
to the corporation but held in trust for other people, and a fair criterion from which to judge of the reasons why they have engaged so
actively in buving into banks and trust companies and in securing
control thereof through voting trusts. If the controlling stock of the
Equitable Life, that yields only 7 per cent on $51,000—$3,570 per
year—was worth $2,500,000 to Mr. Ryan and $3,000,000 to Mr.
Morgan, why did it have that value ? Was it because the life insurance company held in its treasury the majority stock of the Mercantile Trust Co., which was turned over to the Bankers Trust Co., controlled by J. P. Morgan & Co. through a voting trust, after Mr. Morgan bought Mr. Ryan's stock; and also the stocks of other banks and
trust companies, including those of the Xational Bank of Commerce
and the Fifth Avenue Trust Co. ? The Guaranty Trust Co., likewise
controlled by Morgan & Co., through a voting trust, subsequently
absorbed the Fifth Avenue Trust Co., and Messrs. Morgan, JBaker,
and Stillman took over one-ha'f the holdings of the Equitable and
Mutual Life Insurance Cos. of tl e Bank of Commerce stock.
Here, then, were stocks of five important trust companies and one
of our largest national banks in New York City that had been held
by these two life insurance companies. Within five years all of these
stocks, so far as distributed by the insurance companies, have found
their way into the hands of the men who virtually controlled or were
identified with the management of the insurance companies or of
their close allies and associates, to that extent thus further entrenching them.
The distinction between buying control of a bank or trust company
and of an industrial company or railroad is fundamental. In the
latter cases the purchaser gets only the use of the assets that belong
to the corporation. In the former he bargains for and gets the use
of other people's money. The change of control in the latter interests
only the parties to the transaction. It does not concern the public.
In the former case the depositors and the public are very much interested, as must be apparent when we consider the effect of the
acquisition of these bank and trust company stocks in connection
with the purchases by these gentlemen of stocks in other of the great
New York institutions
at about that time and coincident with the
iestablishment1 and renewal of voting trusts in still others.

136

CONCLUSIONS AS TO CONCENTRATION OF CONTBOL, ETC.

SECTION 3.

CONCENTRATION OF CONTROL OF MONEY AND CREDIT
ADMITTED.

That a rapid concentration of the sources of credit in the forms we
have described has taken place in this country in very recent years
was admitted by witnesses of the highest qualifications.
Mr. Morgan, however, was not one of these. He said (R., 1051,
1052):
Q. There is no way one man can get a monopoly of money?
A. Or control of it.
Q He can make a try at it?
A. No, air; he can not. He may have all the money in Christendom, but he can
not do it.
Q. Let us go on. If you owned all the banks of New York, with all their resources,
would you not come pretty near having a control of credit?
A. No, sir; not at all.
*
*
*
*
*
*
*
* * * What I mean to say is this—allow me: The question of control, in
thiB country, at least, is personal; that is, in money.
Q. How about credit?
A. In credit also.
Q. Personal to whom—to the man who controls?
A. No, no; he never has it; he can not buy it.
Q. No: but he gets
A. All the money in Christendom and all the banks in Christendom can not control it.
Q. That is what you wanted to say, is it not?

A. Yes, sir.
A n d again (R., 1082, 1083, 1084, 1085):

Q. If you had the control of all that represents the assets in the banks of New York,
you would have the control of money—of all that money?
A. No; you would not.
•
•
•
•
•
•
•
But money can not be controlled.
Q. Is not the credit based upon the money?
A. No, sir.
Q. It has no relation?
A. No, sir.
Q. None whatever?
A. No, sir; none whatever.
*
*
»
*
»
»
•
Q. Commercial credits are based upon the possession of money or property?
A. What?
Q. Commercial credits?
A. Money or property or character.
Q. Is not commercial credit based primarily upon money or property?
A. No, sir; the first thing is character.
Q. Before money or property?
A. Before money or anything else. Money can not buy it.
Q. So that a man with character, without anything at all behind it can get all the
credit he wants, and a man with the property can not set it?
A. That is very often the case.
Q. But that is the rule of business?
A. That is the rule of business, sir.
*
*
*
*
*
*
*
Q. Do you mean to say that when people lend, as when loans are made on stock-exchange collateral, to the extent of hundreds of millions of dollars, they look to anything except the collateral?
A. Yes; they do.
Q. They do?
A. Yes. Right on that point, what I did, what I used to do—and I think it is
pretty generally done now—is this: If I see there is a loan to Mr. Smith, I say,

CONCLUSIONS AS TO CONCENTRATION OF CONTROL, ETC.

137

"You call that loan right away." I would not have that loan in the box. I would
not have that loan.
Q. That is not the way money is loaned on the stock exchange?
A. That is the way I loan it.
Q. So matter what collateral a man has on the stock exchange
A. If he is not satisfactory to me, I call the loan at once, personally.
Q. I am not talking about you, personally.
A. I call that loan personally. I am not talking of anybody else's way of doing
business, but I tell you what I think is the basis of business.

None of the other witnesses who were interrogated on this subject
were able to agree with Mr. Morgan as to the factors that enter into
the current business of loaning money on collateral. Thus Mr.
Baker said (R., 1503):
Q. As a matter of fact, Mr. Baker, in the current loans made on stock-exchange collateral, does not the bank look to the security and not to the borrower?
A. Generally.

It is thus seen that Mr. Morgan's view that group control of credit is
impossible, rests upon the theory that credit is not based on money or
resources, but wholly on character, and this even as regards loans
on the stock exchange. This is an obvious economic fallacy, as the
every-day transactions of business demonstrates.
Following out this theory, Mr. Morgan further stated that he was
not conscious that he had the slightest power (R., 1061):
Q. Your power in any direction is entirely unconscious to you, is it not?
A. It is, sir; if that is the case.
Q. You do not think you have any power in any department of industry in this
country, do you?
A. I do not.
Q. Not the slightest?
A. Not the slightest.

This again illustrates that Mr. Morgan's conception of what constitutes power and control in the financial world is so peculiar as to
invalidate all his conclusions based upon it.
It seems to your committee that among other things his testimony
as to the circumstances under which he obtained control of the
Equitable Life Assurance Co. from Mr. Ryan demonstrates his possession of power in the fullest sense, and also that he knows how to exercise it. lie said (R., 1069, 1070):
Q. * * * Did Mr. Ryan offer this stock to you?
A. I asked him to sell it to me.
Q. You asked him to sell it to you?
A. Yes.
Q. Did you tell him why you wanted it?
A. No; I told him I thought it was a good thing for me to have.
Q. Did he tell you that he wanted to sell it?
A. No; but he sold it.
Q. He did not want to sell it; but when you said you wanted it, he sold it?
A. He did not say that he did not want to sell it.
Q. What did he say when you told him you would like to have it and thought you
oujjht to have it?
A. He hesitated about it, and finally sold it.

It will be noted that the only reason that Mr. Morgan gave for Mr.
Ryan's surrender of the stock was that he told Mr. Ryan that he
"thought it was a good thing"' for him (Mr. Morgan) to have. (R.,
1069.)

138

CONCLUSIONS AS TO CONCENTRATION OF CONTROL, ETC.

It may be that behind the reluctance of Mr. Morgan to furnish a
business or other reason for this transaction lies a hidden motive,
based on a high disinterested sense of public duty. If so, we have
been unable to discover it. The incident is cited here primarily to
show that however he may feel about it himself the dominating power
of Mr. Morgan is so universally recognized in the financial world that
even the leaders humbly bow to it.
Again. Mr. Morgan's conceptions of the duty of a bank director with
regard to the knowledge a director is entitled to secure and is required
to possess as to loans made by his bank demonstrates that his views
on these questions are peculiar to himself and represent neither the
generally understood point nor do they correctly state the legal obligation resting on a director (E., 1090, 1091):
Q. You do not think a director has a right to look at the loans in his bank?
A. In the aggregate stocks, but not as to whose they are.
Q. You do not think the director of a corporation has a right to find out to whom
the bank lends its money?
A. Yes; to whom they loan, but not to examine it for that purpose.
Q. They have a right to see to whom they loan their money and on what collateral,
have they not?
A. Yes; in blank.
Q. They would not be allowed to know the name?
A. No, sir.

On the proposition that there is not and can not be concentration
of control of money or credit, it will be observed that Mr. Morgan is
directly at variance with his associate, Mr. Baker, who deprecated
further concentration in this regard, saying it has gone far enough,
because in the hands of the wrong men ''it would be very bad": that
the safety of the situation lies in the personnel of the control. (R.,
1567, 1568.) He evidently does not agree that the situation would
correct itself.
That such concentration is an existing condition and not a myth
seems indeed to be agreed on all sides. Mr. Reynolds considers it a
menace (R., 1654, 1655), whilst Mr. Schiff has been an interested
observer of its rapid growth during the past few vears, but is not
worried, because Ins firm is now so rich ana powerful that it no longer
requires credit (R., 1686, 1688). We note, however, that he has
been something more than a mere observer. His firm has acquired
also within the past few years interests and representation in the
National Bank of Commerce, Equitable Trust Co., United States
Mortgage & Trust Co., and Fourth National Bank. (Exhibit 200,
R., 1696, 1765.)
Mr. Perkins said he had also observed the growth of concentration.
(R., 1635.)
SECTION

INTERLOCKING

DIRECTORATES

AND

CONSOLIDATIONS.

From the point of view of the champions of monopoly and combination, which they are p'eased to characterize as "cooperation,"
the situation as regards the leading banks and trust companies in the
cities of New York, Boston, ancf Chicago (there was not time to
complete the inquiry as to Philadelphia, St. Lou's, and other large
cities) is logical and desirable. But to those who believe in the gov

CONCLUSIONS AS TO CONCENTRATION OF CONTROL, ETC.

139

ernniental policy of maintaining or restoring competition, as reflected
in the Federal and State laws, the condition is anomalous and of the
most serious import. Its highest development is found in New York
City. The situation there is the one with which we have primarily to
deal, although other cities piay an important part in the general scheme.
It is through the control of the leading New York institutions and
their commanding position as the depositaries of the reserves of the
country and by reason of the fact that the New York Stock Exchange
is the only public money market in the United States, that the
money rates and the market for securities as affected by the money
rates can be controlled.
The evidence demonstrates that the inner group and the banks and
trust companies with which they are affiliated, through stock ownership, representation in directorates, and otherwise, dominate the
money market for loans on the stock exchange and on stock-exchange
securities. They lend not only their own money and the money of
their depositors, including the deposits of the out-of-town banks,
but that of their correspondents, on terms and security satisfactory
to them (the New York banks). It is in their power by cooperation
primarily to fix the call rate from day to day and to determine what
constitutes satisfactory collateral. This does not mean that all the
loans thus made are controlled by them. Nor does it mean that
loans may not be effected by other banks and bankers on collateral
that the banks affiliated with the inner group would not accept.
Such a degree of absolute domination is not necessary in order to
control money rates or to influence security values, any more than
it would be necessary for one corporation to own all of a given commodity in order to be able to control the price. Nor does the proof
show affirmatively that there is in fact any definite agreement or
understanding pursuant to which the daily call rates for money are
fixed. But the power and the opportunity are there and could be
exercised without leaving proof or trace benind.
Whenever the incentive is at hand the machinery is ready. It is
made possible by this community of interest and family representation in the institutions that hold these resources. At best it is a
dangerous situation, with its boundless temptations and opportunities, no matter how high or lofty may be the sense of responsibility
of those who hold the power. It is too vast and perilous a power to
be safely intrusted to the hands of any man or set of men, be he or
they ever so patriotic or unselfish. We have no right to assume that
he or they or their successors will never use it in his or their own
interest and to the detriment of the public welfare.
We do not agree to the cheerful philosophy that such a situation
will right itself and that when the man thus intrusted with this great
power ceases to deserve it he will lose it; or, as Mr. Morgan put it,
that deposits will be withdrawn from his banks. What if they are
held there buttressed by voting trusts, fiscal-agency agreements,
directorships, stock holdings, and in the many other ways known
only to the intricacies of modern finance ? What if they "finally do
escape and the impossible should come about of his power being
broken ?
At best it would require open, reckless, and long-continued abuse
to cripple power thus intrenched. It could withstand many missteps even if they became known, which is quite unlikely. And

140

CONCLUSIONS AS TO CONCENTBATION OF CONTROL, ETC.

after he was crippled he would revive. If in the end the power should
be destroyed, what is likely to happen to the credit and prosperity of
the country whilst the edifice is crumbling I
That argument does not appeal to us as an answer to the conclusion we have reached that such power is a menace.
To us the peril is manifest. But the remedy is not so easily found
or applied, having due regard, as we should, to the encouragement of
enterprise.
As the first and foremost step in applying a remedy, and also for
reasons that seem to us conclusive, independently of that consideration, we recommend that interlocking directorates in potentially competing financial institutions be abolished and prohibited, so far as
lies in the power of Congress to bring about that result, with the qualification that a director of a national bank or a partner of his may be
an officer or a director of not more than one trust company doing
business at the same place. Whilst Congress can not intrude into
the management of State banks and trust companies, it is clearly
within its province to disqualify any person who is an officer or director,
of either a State bank or trust company or a partner of such officer or
director from being an officer or director in a national bank that is
located in the same city or town. And, of course, Congress has power
to prohibit an officer or director of one national bank from being an
officer or director of a State institution in the same locality.
It is manifestly improper and repugnant to the theory and practice
of competition that the same person or members of the same firm
shall undertake to act in such inconsistent capacities. The exception
in the case of a trust company is suggested, because of the different
character of business that may be transacted by the latter. Nor is
it just to the stockholders or depositors of either institution that an
officer or director of a national bank should essav to serve two masters whose,interests should be so divergent. Wnen we find, as in a
number of instances, the same man a director in a half dozen or more
banks and trust companies all located in the same section of the same
city, doing the same class of business and with a like set of associates
similarly situated all belonging to the same group and representing
the same class of interests, all further pretense of competition is useless. For all practical purposes of competition such banks and trust
companies may as well be consolidated into a single entity.
Mr. Davison has, in fact, admitted that as to the Guaranty Trust
Co. the purpose of himself and his associates in acquiring it was to
consolidate it with the Bankers Trust Co., which they had organized
and also controlled. So in the case of the National Bank of Commerce, very large blocks of the stock of which were acquired by J. P.
Morgan & Co., and those in control of the National City Bank and the
First National Bank, the purpose was doubtless much the same.
That being so, they should not be permitted to pose as competitors.
If banks serving in the same field are to be permitted to have common directors, genuine competition will be rendered impossible.
Besides, this practice gives to such common directors the unfair
advantage of knowing the affairs of borrowers in various banks, and
thus affords endless opportunities for oppression.
The contention that if banks in the same community were not
allowed to have officers and directors in connnun competent men for

CONCLUSIONS AS TO CONCENTRATION OF CONTROL, ETC.

141

the places could not be had and that in consequence the patronage
and prosperity of the banks would be injuriously affected, is disproved
by the case of the Continental & Commercial National Bank of Chicago. Its president, Mr. Reynolds, testified as follows (R., 1655):
Q. Do you approve of the identity of directors or interlocking directors in
potentially competing institutions?
A. No, sir; personally I do not believe that is the best policy. That is the reason
I am not a director or a' stockholder in any corporation that deals with us. There
is hardly a day that I am not invited and do not have the opportunity to do it.
It has been my theory of the proper method of banking to adhere to that policy.
Q. You have found that you could succeed in that way, too, have you not, Mr.
Reynolds?
X. That is true as to whatever we have done. Some people would say that we
have been successful. I am a little modest in that direction.
Q. Have you not the largest deposits in the country?
A. With one exception, at any rate; yes.

The omission of the banking law to limit the number of directors
has led to boards of unwieldy size and has scattered responsibility
where it should be concentrated. The National City Bank of New
York, for instance, has 24: the National Bank of Commerce of New
York has 40. The consensus of opinion among financiers is that
small boards would be more effective (Reynolds, R., 1640, 1641;
Sehiff, R.. 1686; Davison, R.. 1870. 1871)." Such an arrangement
would leave no ground for the objection that has been urged against
abolishing interlocking directorates, that not enough competent men
would be available.
It does not appear and it is not the fact, so far as we have been able
to learn, that either in England or France or in any other country is
there any community of interest between the great institutions or any
interlocking of directorates. They are competitive in every sense of
the word. Still more important is the fact that the law jealously
safeguards them against the participation of bankers and brokers in
their councils, on the ground that as those interests are likely to be
dealing with the banks they should not be permitted to be represented
on both sides of the bargain.
The laws on that subject are as follows:
Bank of England.—Bankers, brokers, bill discounters, or directors
of other banks operating in England are excluded as directors. (S.
Doc. 405, p. 10.) Custom has enacted that the directors should never
be chosen from the ranks of other banks. They are generally taken
from the merchant firms and accepting houses. (S. Doc. 492, p. 67.)
Bank of France.—Regents (directors) are chosen only from the
commercial and industrial classes. The consulting discount committee is composed of 12 merchants and manufacturers. (S. Doc. 405,
p. 190.)
National Bank of Belgium.—The governors and directors can not
be on the board of any other bank. (S. Doc. 400. p. 227.)
Russian banking law.—No person is allowed to be a member of the
board of management of more than one bank. (S. Doc. 586, p. 16.)
Union Bank of Scotland.—No banker or stockholder is eligible as
a director. (S. Doc. 405, p. 15S.)
Commercial Bank of Scotland.—Directors must not be directors of
any other bank. (S. Doc. 405, p. 174.)

142

CONCLUSIONS AS TO CONCENTRATION OF CONTEOL, ETC.

If we can get back to anywhere near the state of healthful rivalry
that prevails in those countries our troubles in this direction will be
solved.
Your committee is of opinion, therefore, that no person should be
permitted to be a director in potentially competitive financial institutions, with the qualifications above stated or in competitive
industrial, railroad, or other corporations and that the right
of a national bank to acquire or merge with or consolidate with
other financial institutions should be subject to governmental
authority, preferably the Comptroller of the Currency, to the end
that it may be restricted and controlled and that the rapid
disappearance of competition may be checked and competition
revived. Under the national banking act there is now no limitation on the power of national banks to consolidate. They may combine to the point of complete monopoly.
SECTION 5.—VOTING TRUSTS IN FINANCIAL INSTITUTIONS.

No evidence of the existence of such voting trusts in national
banks has been brought to our attention unless the arrangements
referred to between security companies and national banks requiring
that every purchase or sale of bank stock shall be made in conjunction
with a proportionate interest in the security company, which n\ay be
regarded as in a sense in the nature of a modified voting trust to the
extent that it interferes with the freedom of disposition of bank stock.
We regard the existence of voting trusts in financial institutions as
highly inadvisable and prejudicial. The directors of a corporation
that is authorized to receive deposits should be accountable for the
management of their institution directly to the owners and to the
public. Their tenure of office should not be dependent on strangers
in interest. The stockholders should not have the right to delegate
any such duty. They, too, are in a sense trustees for the depositors
and for the public, which is deeply concerned in maintaining the
integrity of its financial system.
The turning over of such" control to those who are constantly dealing
with the institution is particularly inappropriate and undesirable no
matter how well intentioned may be the trustees. It may be assumed
that in the two conspicuous cases that were brought to our attention
the prosperity of the companies has been vastly promoted by that
action, as we have no doubt it has been. We still regard the action in
that respect and the result as unfortunate from the point of view of the
public interest. It was doubtless because of the power of Messrs.
Morgan and Baker that it was made possible.
We recommend that it be expressly declared unlawful for the controlling interest or any part of the stock of a national bank to be dealt
with in that way. The action in respect of the trust companies in
question is not within our province, but we venture to express the
hope and expectation that the voting trusts in which their stock is
held will be dissolved.

CONCLUSIONS AS TO CONCENTRATION OF CONTROL, ETC.
SECTION 6.

143

MINORITY REPRESENTATION THROUGH CUMULATIVE
VOTING.

Your committee believes that the minority should have the right
to representation on the boards of directors of all corporations in the
proportion of then" interests. The proposition appeals to one as a
common measure of rudimentary justice. It meets with the approval
of most of the bankers and others who have been interrogated on the
subject. It prevails in many of the States. No sufficient reason
has been urged against it.
One witness argued that it would make place on boards of directors for mischief-makers and other undesirables who might want to
use advance information for stockjobbing or other improper purposes.
The suggestion that a man who either alone or in conjunction with
other stockholders can command sufficient pecuniary interest in a
corporation to secure representation may take office in order to
injure or betray his own interests is no more applicable to a minority
than to a majority. The latter have been known to do so. The
experience of directors in the control of a corporation using advance
information as a private asset for speculative purposes is no novelty.
A minority will not have the power to stop altogether but it may
be able to check the use of the corporation by the majority for selfish
or ulterior purposes.
Grtat as have been the abuses practiced upon the public by the
manipulation of securities through the medium of the stock exchange,
they do not in our judgment compare with the frauds that are pr: cticed upon minority stockholders by the manipulation of properties by the holders of bare majorities through holding companies r • i
in many other ways in which minorities may be oppressed under tho
system of excluding them from all representation. It frequenuv
amounts to virtual confiscation. This is especially true in railroad
properties, where the controlled company becomes a mere pawn in the
game of the controlling company.
National banks should be required to afford minority representation, as should all other corporations created by Congress. The
securities of corporations that do not afford this measure of justice
and protection are not safe or proper to be made the basis of loans
by the banks. By forbidding national banks from lending upon them
Congress can do its part toward adding to the public safety in corporate investments.
Other countries have gone much further than is here suggested,
and much further than we would recommend, to keep control of the
banks out of the hands of large stockholders. Their laws render it
impossible for such holders to dominate the corporation, even though
they constitute the vast majority in ownership. Their effort is to
force the control into the hands of the greatest number of small scattered holders as against the majority of stock interest in the hands
of the smaller number of holders.
The following table on this point is illuminating:

144

CONCLUSIONS AS TO CONCENTRATION OF CONTBOL, ETC.

Name of bank.

Reference to
authority.

Limitation.

Each stockholder owning £500 stock or more has but S. Doc.No.405,p,jS.
1 vote, regardless of the amount of his holding.
Union of London and Smith's No corporation can hold stock. No transfer can be S. Doc. No. 405, p .
35.
made except with consent of director?, who would
Bank (England).
refuse consent to transfer on part of any one to get
too large holding. Each 10 shares up to 200 has 1
vote,but no holder, regardless of amount owned, has
over zu vows.
I ondon and Westminster Holder of 10 to 49 shares has 1 vote; of 50 to 99 shares. S. Doc. No. 405, p .
118.
2 votes; of 100 to 199 shares, 3 votes; of 200 shares or
Bank (England).
over "± vuwr^*
Doc. No. 405, p.
Bank of Scotland
1 vote for every £250 (5 shares), but not more than 20 S. 143.
votes, reirardless of amount owned.
1 vote for 10 shares, 2 votes for 50 shares, 3 votes for 100 S. Doc. No. 405. p .
Union Bank of Scotland
15S.
shares, and 1 vote for everv 100 shares over 100.
Commercial Bank of Scotland 5 shares rives 1 vote; 10 snares. 1 votes; 15 shares, 3 S. Doc. No. 405, p .
173.
votes; 20 shares, 4 votes; 25 shares, 5 votes; 35 shares
6 votes; 45 shares, 7 votes; 55 shares, S votes; 65
shares, 9 votes; 80 shares, 10 votes; 95 shares, 11
votes; 110 shares, 12 votes; 130 shares, 13 votes; 150
shares, 14 votes; 175 shares, 15 votes; 200 shares, 16
votes, which is the maximum vote.
National Bank of Belgium... 10 shares gives right to 1 vote. No one can have more S. Doc. No. 400, p.
234.
than 5 votes as shareholder and 5 votes as attorney
for others whatever may be the number of his principals.
Bank of the Netherlands
1 vote for 5 shares and 1 vote for each additional 10 S. Doc. No. 586, p .
47.
shares.
No shareholder shall have a voting power exceeding S. Doc. No. 586, p .
Russian banking law
17.
one-tenth of the aggregate number of votes of members present at general stockholders' meetings.
Bank of England

The holdings in all these countries are widely scattered:
Name of bank.
England:
Bank of England
r*tpitfd ftnii PnnTitips

London & Midland
National Provincial
Parrs
William Deacons
Deutsche Bank
Bank of France
Rftichshftn It-

National Bank of Belgium

Number
of shares.

Number
of holders.

11,986
146,530
80,000
4,800
87,500
9,200
221,880
20,000
80,000
11,800
120,000
5,388
25 000
4 709
14 140
ISO 860
140,000
10,521
2,700
50,000
16,632
159,000
8 122
85.430
2 900
78,130
8 700
229 340
The larger part of its
shares are held in
lots of 1 to 3 shares.
182,500
32,867
100,000
50,000

18 757
1,888

Reference to authority.

S. Doc. No. 578, p. 37.
Do.
Do.
Do.
Do.
Do.
Do.
Do.
Do.
Do.
Do.
Do.
Do.
Do
S. Doc, No. 405, p. 372:
Bankers' Magazine for London, Aug., 1912.
Do
S. Doc. No. 400, p. 217.

SECTION 7.—FISCAL-AGENCY AGREEMENTS.

Interstate corporations should not be permitted to enter into any
agreements or other arrangements constituting any bank, banker or
trust company their solefiscalagent to dispose of their security issues.
Such arrangements make competition for their issues impossible.
Your committee is especially impressed with the impropriety of
existing business practices that permit members of banking houses
to sit on the boards and executive committees of interstate corpora

CONCLUSIONS AS TO CONCENTRATION OF CONTROL, ETC.

145

tions with which they are dealing in the purchase and sale of securities
or on the boards of directors and executive committees of banks
that are underwriting or buying securities issued by such banking
houses.
SECTION 8.—PRIVATE BANKERS AS DEPOSITARIES.

As heretofore stated, vour committee has been unable tosecureacompletelistof the names of interstate corporations that are depositors with
Morgan & Co. and other private bankers. It is fair to assume, however, that among them are all or most of those controlled by that
firm through existing or expired voting trusts or otherwise.
Whilst we are satisfied that this particular firm is fully able to
respond to all demands made upon it by its depositors, the question is
as to the underlying principle of permitting deposits with private
bankers, which we think should not be allowed. They are subject
to no investigation, their resources and liabilities are unknown, they
are required to keep no reserves, and may invest their depositors'
money as they see lit. .
Of the $114,000,000 of funds that were on deposit with Messrs.
J. P. Morgan & Co. on November 1, 1912 (exclusive of $49,000,000
of deposits of their Philadelphia branch of Drexel & Co. held in like
manner). they had on deposit in all their banks of deposit an aggregate
sum of $12,094,000, which presumablv included all their own funds.
(Ex. 154, R.. 1339; Ex. 220, R., 19490
A very natural result of permitting interstate corporations to
deposit their moneys in this way is to put the cash reserves of these
corporations at the service of the bankers. Unlike the usual relations
between a bank and its customers, the bankers here have, as we have
seen, the power to determine, through the board of directors, on which
they are generally represented and all of whom they name in some
cases, what the fiscal policy of the company shall be, what balances it
shall keep, when it shall withdraw them, its money requirements,
how they shall be met, what issues of securities it shall make, at what
times and on what terms, and all of the many financial problems
incident to the management of these great and complex corporate
enterprises.
It is not necessary to question the good faith or fair dealing of the
bankers in their relations with these controlled corporations in order
to realize the impropriety of permitting this condition to continue
unchecked and without supervision. The ownership of these corporations is widely scattered. Their stockholders include millions
of small investors who are unable to protect themselves and who know,
in fact, nothing of the management or operations of the companies
except from the reports of the management.
SECTION 9.—INDIFFERENCE OF STOCKHOLDERS AN AID TO
CONCENTRATION.

It appears from the evidence that where the property is not held
under a voting trust and where the stock has its voting rights a
small fraction is able to control a corporation if the holdings are
80519—H. Kept. 1593,62-3

146

CONCLUSIONS AS TO CONCENTRATION OF CONTROL, ETC.

widely scattered, and that this is due mainly to the supineness and
absence of initiative of stockholders in protecting their interests.
Unlike other countries, this condition is proverbial with us. Xone
of the witnesses called was able to name an instance in the history
of the country in which the stockholders had succeeded in overthrowing an existing management in any large corporation, nor does it
appear that stockholders have ever even succeeded in so far as to
secure the investigation of an existing management of a corporation
to ascertain whether it has been well or honestly managed.
In this connection the officers of the four great life insurance companies were called and extracts from the minutes of their meetings
of policyholders were produced, with the following results:
New York Life Insurance Co. (testimony of Mr. McCall, R., pp. 1306, 1307, 1308):

Year.

N u m b e r of
votes cast
b y policyholders.

Number of policyholders.

1908
1909
1911

About900,000
Between 900,000 and 1,000,000
About the same

62
32
41

Mutual Life Insurance Co. (testimony of Mr. Peabody, E., pp. 1312,1313):
N u m b e r of

Number of policyholders.

Year.

About 600,000
do
Between 600,000 and 700,000...

1908 . .
1909
1911.. .

votes cast
by policyholders.

93
130
13,527

Remarks.

Contested election.

Equitable Life Assurance Society (testimony of Mr. Day, R., pp. 1322, 1323):
This company has about 500,000 policyholders; approximately 25 to 50 vote at
annual elections; the agency force is about 5,000. As the result of extraordinary
efforts to get out a vote, they sent out 500,000 requests for votes, with stamped envelopes for reply, and in response received 22.000 votes.
Metropolitan Life Insurance Co. (.testimony of Messrs. Ecker and Woodward, R.,
pp. 1336, 1337, 1338):

Number of policyholders.

Year.

1910

1911
1912

...

13.000,000 policies held bv beb e t w e e n 8,000,000 and
9,000,000 holders.
About the same
.do

Number of
votes cast
b\ policyholders.
8,677

Remarks.

Agency force is about 10,000;
district superintendents to
the number of about 3.JC
w ere instructed to endeavor
to get out the votes.

'28,607
'83,986

1
This indicates the number of votes cast for the president, Mr. Hegeman, who received the largest number of votes.

Except as to the Metropolitan Life, the officers were unable to
say whether the few voting policvholders were made up of employees
in the building. As the result of unusual efforts in the Metropolitan

CONCLUSION'S AS TO CONCENTRATION OF CONTEOL, ETC.

147

Life to get out the vote in 1910 the 10,000 agents of the company
were enlisted in the cause. As the outcome of their combined labor
less than 1 per cent of the vote was secured, and that was in effect
an agency vote, and as such presumably controlled by the management and secured at its solicitation, and in no true sense a policyholders' vote. (R., 1337-1339.) In 1910, when there was a contest in the Mutual Life, the vote was gotten out through the agents.
(R., 1313.)
All of which demonstrates that the so-called control of life insurance companies by policyholders through mutualization is a farce
and that its only result is to keep in office a self-constituted, selfperpetuating management, which can usually rely on the agency
force to more than offset a policyholders' uprising if such a thing is
conceivable. It is because of this condition that your committee
attaches importance to the control of the Equitable Life Assurance
Society by Mr. Morgan and to the relations of Mr. Balder to the
management of the Mutual Life Insurance Co. as bearing on their
influence over the 11,091,000,000 of assets of those companies. For that
purpose there has been introduced in evidence a list of the investments of those companies, from which it will be seen that they consist largely of securities of companies with which Messrs. Morgan and
Baker are identified. This, however, is mainly normal and is not
subject to criticism except as to isolated investments, as it would bo
difficult to find securities of a class which a life insurance company
should hold with which these gentlemen are not identified.
The situation that exists with respect to the control of the so-called
mutual companies is in a modified way illustrative of all great corporations with numerous and widely scattered stockholders. The
management is virtually self-perpetuating and is able through the
power of patronage, the indifference of stockholders and other influences to control a majority of the stock. This means that where
representatives of a great banking house are on the board and are
financing the corporation and in close relations with the management
the policy of the corporation is largely determined by the bankers
where they choose to assume that responsibility. They may name
the officers and directors and they buy and sell their securities without
competition on terms that they think fair. The effect of such a
system manifestly assures to the bankers a relation that they should
not bear and power that they are not entitled to wield over other
people's money and property in the determination of questions and
policies as to which they sit on both sides of the table.
SECTION 10.—DOMINATION OP RAILROAD SYSTEMS BY INNER GROUP.

Your committee finds that vast systems of railroads in various
parts of the country are in effect subject to the control of this inner
group, a situation not conducive to genuine competition.
Here again the Southern Railway offers the most convenient illustration. For 19 years it has been controlled by Messrs. Morgan and
Baker under a voting trust. They still control it. During all that
time the road has never paid a dividend on its common stock, although
it does not appear, and we do not mean to imply, that this is due to
any fault of the voting trustees. It operates in competition with

148

CONCLUSIONS AS TO CONCENTRATION OF CONTBOL, ETC.

the Louisville & Nashville and with the Atlantic Coast Line Railroads. While under such control Messrs. Morgan & Co. purchased
the Louisville & Nashville and turned it over to the Atlantic Coast
Line, thus strengthening the latter against the competitor for whose
stockholders Messrs. Morgan and Baker were acting as trustees,
and whose properties were in their hands.
During this same time, while Messrs. Morgan & Co. had been
financing the requirements of the Southern Railway, they have also
been financing those of its competitor. It may be, as Mr. Davison
states, that it is entirely consistent and wholesome that a banking
house shall gain the influence over competitors that arises from financing their respective money requirements, especially in a situation
such as now exists where, having once become the bankers for a
given corporation, that corporation can not finance its needs with
any other leading banking house because of this rule of "banking
ethics," which is neither more nor less than an understanding not
to compete.
Your committee is of the opinion that such affiliations as are here
shown to exist with competing enterprises are not wholesome, that
they do not promote competition, but on the contrary tend as a cover
and conduit for secret arrangements and understandings in restriction of competition through the agency of the banking house thus
situated.
SECTION

11.—RAILWAY

REORGANIZATIONS AS AN
CONCENTRATION.

INSTBUMENT

Our archaic, extravagant, and utterly indefensible procedure for
the reorganization of insolvent railroads has furnished these banking
groups the opportunities of which they have not been slow to avail
themselves, or securing the dominating relation that they now hold
to many of our leading railroad systems. At one time or another
within the past 30 years the bulk of our railways have gone through
insolvency and receivership. The proceedings are sometimes instigated by the management through a friendly creditor (and are then
generally collusive in their inception) or through the trustee for
bondholders with the cooperation of the company. The railway
company admits its insolvency, consents to the receivership, and
one or more of the officers under whose administration insolvency
was brought about, or their nominees, is made a receiver, and sometimes the sole receiver. Neither creditors nor stockholders, who
are the parties really interested, are notified or have an opportunity
to be heard either on the question of insolvency or of the personnel
of the receivers. The stage has been set in advance, and so we find
that simultaneously with the appointment of the receivers, or perhaps before, a self-constituted committee is announced, frequently
consisting of men well known in the financial world, most of whom
have no interest in the property, selected by a leading banking house.
Thev invite the deposit of securities for mutual protection.
This committee in due course presents a plan for the reorganization
of the property. If the security holders do not like it, their only alternative is to form another committee, if they can arrange to combine
their scattered forces and find influential men who have the courage

COKCLUSIONS AS TO noNCENTRATION OF CONTEOL, ETC.

149

to oppose the banking house and who can finance the cash requirements of these colossal transactions in hostility to the banking house
that was first in the field. It is not easy to find such men. It is
becoming daily more difficult, and it is well-nigh impossible to find
rival banking houses to lead the opposition.
The usual outcome has been that the defenseless security holders
take whatever plan is offered, however unjust, as against the alternative of being entirely wiped out through the sale of the property under
foreclosure. There have been rare exceptions, before the power of
these banking houses became irresistible, when the security holders
have wrung concessions through revolt.
These plans have usually provided that the securities of the new or
reorganized company shall be placed for a term of years in a voting
trust named by the bankers. In that way- and as the result, also, of
reorganizations in which there was no voting trust, but in which the
initial officers and directors were named by the bankers as reorganization managers, banking domination of the following railroad systems
was secured by Messrs. Morgan and Kuhn, Loeb & Co.:
First. The Baltimore & Ohio, where Kuhn, Loeb & Co., with Speyer
& Co., were the reorganization managers, the plan of reorganization
being approved by J. P. Morgan & Co., and Mr. Coster, of that firm,
becoming a voting trustee.
Second. The Chesapeake & Ohio, where the reorganization managers were Drexel,Morgan & Co., as the present firm of J. P. Morgan &
Co. was formerly named.
Third. The Cincinnati, Hamilton & Dayton, where Morgan & Co.
were the reorganization managers and Mr. Morgan is a voting trustee,
the voting trust being still in force.
Fourth. The Chicago Great Western, where Morgan & Co. were the
reorganization managers and Mr. Morgan and his associate, Mr. Baker,
are voting trustees, the voting trust being still in force.
Fifth. The Erie, where Morgan & Co. were the reorganization
managers and Mr. Morgan became a voting trustee.
Sixth. The Northern Pacific, where Morgan & Co. were the reorganization managers and Mr. Morgan became a voting trustee.
Seventh. The Pere Marquette, which was reorganized by Morgan
&Co.
Eighth. The Southern, which was reorganized by Morgan & Co.,
Mr. Morgan and Mr. Baker becoming voting trustees and still continuing as such.
Ninth. The Reading, which was reorganized by Morgan & Co., Mr.
Morgan becoming a voting trustee.
Tenth. The Union Pacific, which was reorganized by Kuhn, Loeb
&Co.
During all this time the property is in the possession of the court
through the receivers. The reorganization proceedings are purely
extrajudicial. The court has nothing to do with them. Meantime
the court authorizes the receivers to borrow money for all sorts of
purposes and to issue receivers' certificates, which are usually negotiated through the committee or its bankers, who have in the interim
gathered in the bonds and stock of the security holders, who have
nowhere else to go.
Generally, after years of delay, the property is put through the
form of a sale, but there is no bid except that of the committee, which

150

CONCLUSIONS AS TO CONCENTRATION OF CONTROL, ETC.

pays by surrendering deposited securities. If a security holder has
railed to deposit with the committee he gets nothing or whatever
pittance may represent his infinitesimal share of the upset or minimum
price fixed by the court. The cost to the security holders of the proceeding in any of the cases named is estimated to be anywhere
between $500,000 and $1,000,000 for receivers, bankers, committee
fees, lawyers, etc.
Nowhere is any protection offered to the security holder against
oppression or injustice in the plan or its execution or otherwise. No
constituted authority supervises the vast expenses he is required to
pay. The bankers and the committee are made the sole judges on
that and on every other conceivable question, including their own
commissions and charges and those or the committee. The court
has nothing to do with the arrangement and is powerless to control it.
This is briefly an outline of the process by which, as the result of
real or fancied insolvency, these banking houses have come into
control of many railroad systems. The remedy is simple if the Federal
Government has the power to apply it to railroads and industrial
corporations (for the processes and abuses in the latter class are the
same) engaged in interstate commerce. It is as follows: Enact the
procedure provided under the Companies Acts of Great Britain,
whereby the plan on reorganization is placed under the direction and
control of the courts. If the plan is just and receives the consent of
three-fourths of each class of security holders it becomes binding on
the others. If it is unjust a single share can defeat it. No foreclosure
or pretended sale is necessary. The years of delay that disgrace our
administration of these properties by the courts is unknown. The
receivers, instead of being selected, as is usually the case with us, by
a combination of the choice of the discredited management and nominee of the court, in which real owners of the property have no voice,
is selected under the English law by the votes of those interested in
the property. If they fail to agree the official receiver acts at a
comparatively nominal cost. No sale of the property is involved.
The reorganization is accomplished without it. Six months is the
average duration of such a proceeding in England, and the cost is
well below 10 per cent of what it is with us. The owners of the property get back their property and with it their right to control it, and
no voting trusts are found necessary.
In so far as concerns interstate railroads we recommend that the
Interstate Commerce Commission be empowered, subject to review
by the courts, to supervise every plan of reorganization and the issue
of securities thereunder, to hear objections and to disapprove any
plan that it may find inequitable in its issue or distribution of securities. Congress, in our judgment, has the unquestioned power to
delegate this duty as an important feature of interstate rate making
as affected by security issues.
SECTION 12.—SUPERVISION OF SECURITY ISSUES OF INTERSTATE CORPORATIONS AND ENFORCING COMPETITIVE BIDDING THEREOF.

Your committee further recommends as another step in the direction of releasing interstate railroad corporations from the control of
these issuing houses that their security issues generally be placed

CONCLUSIONS AS TO CONCENTRATION OF CONTROL, ETC.

151

under the supervision of the Interstate Commerce Commission. The
cost of financing their securities and the results realized from their
sale enter quite as largely into the eventual cost of construction and
affect the question of rates as closely as does any other item of cost.
It is at least quite as germane to rate making as are the methods of
accounting showing such cost, which are now being effectively supervised by the commission.
On the same theory State commissions all over the country are
exercising the right of supervising the details of bond and stock issues
of State corporations and the prices at which their securities shall
be sold.
Securities should be disposed of only upon public or private competitive bids, or under regulations to be prescribed by the commission
and with full powers of investigation that will discover and punish
combinations to prevent competition in bidding.
The power of Congress to regulate the sale of securities of industrial
corporations engaged in interstate commerce is more doubtful and no
recommendation with respect thereto is made at this time.
SECTION 13.

INVESTMENTS OF NATIONAL BANKS.

The national banks in the great cities are exceeding their charter
powers in the character of the business they are conducting and from
which their principal revenues are derived. They are acting as promoters, underwriters, and houses of issue for the securities of railroad
and industrial corporations. Their activities have extended even
into foreign countries and to highly speculative and undeveloped enterprises, through the thin disguise of the so-called security companies
that are attached to them in the manner above described.
Some of them maintain separate departments and selling organizations for the sale of bonds as an important part of their business, and
they advertise such securities for sale by circular in the public press.
At times these bonds are acquired and paid for by them out of the
bank's assets before being sold. At other times they are contracted
for and underwritten, but are wholly or partly disposed of before
being paid for. They also own as above stated large amounts of
bonds for permanent investment.
Your committee can find no semblance of authority for these operations other than for the investment of their resources in bonds, and no
express authority for the latter other' than as regards bonds of the
United States Government. The terms of the banking act would
seem to negative the existence of such power and the decisions tend in
the same direction.
Revised Statutes, section 5136, provide as follows:
Corporate powers of associations: * * *.
Seventh. To exercise by its board of directors, or duly authorized officers or agents,
subject to law, all such incidental powers as shall be necessary to carry on the business
of banking: bv discounting and negotiating promissory notes, drafts, bills of exchange,
and other evidences of debt; by receiving deposits: by buying and selling exchange,
com and bullion: by loaning money on personal security; and by obtaining, issuing,
and circulating notes according to the provisions of this title.

In Leach v. Hayes (31 Iowa, 69, 74), where the question was
involved of the right of a national bank to invest in United States

*&*-

152

CONCLUSIONS AS TO CONCENTRATION OF CONTEOL, ETC.

Government bonds, the right was sustained on the ground that it is
the policy of the Government to encourage the purchase and sale of
its bonds and to facilitate transactions in them.
In First National Bank of North Bennington v. Town of Bennington
(16 Blatch., 53, 56), it was held that a national bank has the right to
buy coupons of State bonds on the ground that they are promissory
notes within the statute and that they are also evidences of debt. The
court added that no intention of its views concerning the right to
purchase and hold the bonds was intended.
The courts of Pennsylvania decided in Bank of Allentown v. Hoch
(89 Pa., 324, 327); and in Fowler v. Scudder (72 Pa., 456) that a
national bank is not authorized to act as a broker or agent in the
purchase of bonds and storks.
See also Weeker v. First National Bank (42 Mo., 581); First
National Bank v. National Exchange Bank (92 U. S., 122); California Bank v. Kennedy (167 U. S., 362).
Chief Justice Waite, in a leading case, remarked that while dealing
in stocks is not expressly prohibited, such prohibition is implied from
the failure to grant the power. (First National Bank of Charlotte v.
National Exchange Bank of Baltimore, 92 U. S., and other cases
referred to on p. 45 of Bolles on National Bank Act.)
The Supreme Court of the United States, in the comparatively
recent case of First National Bank of Ottowa v. Converse (209 U. S.,
425), held that a national bank can not invest its surplus or any
other portion of its means in the shares of a savings or national bank
or other corporation.
There is no distinction in the phraseology between the power of a
national bank to buy bonds and to buy stock unless it be included
in the power of "discounting and negotiating * * * evidences
of debt." This seems to us a strained construction. On the demand
of the comptroller they have parted with their stocks, but he seems
to have made no protest as yet against the holding of bonds. And
so they continue to hold, buy, sell, and deal in them.
While the law narrowly restricts the taking of bonds and stocks as
above described for present debts it grants the broadest authority
for securing past debts. To this end it mav take the bonds and
stocks of any kind of corporation. (Touterloit v. Whitted, 9 N.
Dak., 467.)
There is at least grave doubt of the power of national banks to
buy and sell bonds. Certainly they were not intended to be issuing
houses,, security-investing companies, or dealers in securities or promoters, and should be expressly prohibited from becoming such.
Whilst the committee was unable to ascertain the sources of the
abnormal profits of banks controlled by the inner group, such as the
First National, the Chase, and the National City Banks, and of the
Guaranty and Bankers' Trust Cos., the surface indications point to
transactions of this character as having largely contributed to that
result.
The bond investments of banks, although, of doubtful legality under
existing law, stand on an entirely different footing. We are of
opinion that national banks should be expressly empowered to
invest 25 per cent of their capital and surplus in State, city, and
county bonds and in mortgage bonds of corporations that have con

CONCLUSIONS AS TO CONCENTRATION OF CONTROL, ETC.

153

tinuously paid their interest for not less than five years next preceding their purchase or whose operations show that as to newly issued
bonds the corporations had earned sufficient on their then operating
properties to pay the interest on the newly issued bonds during
each year of that period.
The business of issuing and buying new and untried bonds is not,
however, the proper function of a bank. Its resources should be
available and should be devoted to supplying the needs of the commercial community. They would doubtless be so employed if the
attractions of promotion and syndicate transactions were removed
from them and their oXieers. A further objection to clogging a bank
with fixed investments in new and untried bonds, however meritorious (and we are not criticizing the merit or genuineness of the
investments), lies in the fact that in, times of panic and stress, when the
assets of a bank should be most liquid, these newly issued and undigested securities are the least readily convertible into money.
We have been much embarrassed in our consideration of these questions affecting the limitation on the powers and activities of national
banks and of the recommendations that should be made concerning
them by the fact that banks and trust companies organized under
State laws in some States have been accorded the privilege of owning
and holding bonds and stocks and that they have other powers which
are denied to national banks. We are reminded that if the activities
of the national banks are to be too severely circumscribed they may
be converted into State institutions to the detriment of the national
banking system.
Due weight has been given to these considerations in the conclusions we have reached. We are persuaded that the States will follow
the lead of the Federal Government and will cooperate in enforcing
upon our banking institutions conservatism and in confining them to
their legitimate purposes. That situation will, in our judgment, in
any event right itself by the greater confidence that national banks
will enjoy and the business that will thereby be attracted to them by
their greater conservatism and by reason of the fact that their funds
and those of their depositors, instead of being locked up in fixed
investments as the inevitable result of their engaging in these ventures, will be available for the current needs of their customers.
The enforcement upon national banks of proper limitations in the
use of their funds will serve also to make them less attractive objects
of control by the great issuing houses, and thus help to check the
recent alarming movement in that direction. When the credit and
funds cease to be available for absorbing the security issues of these
houses, the incentive to domination will cease to exist.
If by cooperation between Congress and the Legislatures of the
States of New York, Massachusetts, and Illinois the resources of the
national and State banks and trust companies in the cities of New
York, Boston, and Chicago and of the four great life insurance companies of Xew York can r>e removed from the influence of the banking groups above described by limiting the use of their funds strictly
to the legitimate purposes to which such trust funds should be put,
we will have gone a long way toward halting the rapid onward march
of this dangerous concentration of control of money and credit.

154

CONCLUSIONS AS TO CONCENTRATION OF CONTROL, ETC.

Your committee notes that these banking groups have shown no
disposition toward acquiring control of savings banks in the States
in which their investments are rigidly restricted.
SECTION 14.—PUBLICITY OF ASSETS AND OF NAMES OF STOCKHOLDERS
OF NATIONAL BANKS.

The usefulness of national banks as instrumentalities of the banking groups which have been described, particularly as outlets for
security issues, would be still further curtailed if their assets other
than the names of borrowers were open to public inspection. In this
way it would be possible to know exactly what use was being made of
a bank's funds. The investment of a disproportionate part thereof in
given securities would be made more difficult.
A depositor is entitled to have the information on which to determine for himself whether the bank in which he has his money is
secure. And prospective investors in the stock of a bank are entitled to know what its property is. A bank is such a sensitive organism that the more of its affairs are known to the public the more completely will it secure the public confidence.
Mr. Murray, the Comptroller of the Currency, expressed himself
strongly in "favor of publicity both as regards this subject and
publicitv of the names of stockholders. No sufficient reason has
been urged against it (K., 1378, 1379):
Q. Looking at the subject from the point of view of justice to the stockholders
and depositors, in your judgment is it not but fair to them that they should know
of what the assets of the bank consist?
A. I certainly think it is. Their money is invested. It is their money and the
depositors' money involved in these securities, and I see no reason why they should
not know, aside from the other effects it might have as I have stated.
*
*
*
*
*
*
*
Q. As to the list of stockholders, do you know why that should be regarded
as a secret?
A. I do not. I think the list of stockholders of every national bank should be
as public as the morning newspaper.
Q. That would require a change in the law, would it not?
A. No; the law now says that the banks shall keep in public view a complete
list of its stockholders.
Q. It is only available to stockholders, however, is it not?
A. No; it is available to stockholders and to the assessing officers of the different
localities.
Q. It is not available, is it, to a depositor who wants to know who really owns and
controls the bank with which he is doing business?
A. No; it is not; not unless the bank cares to give it to him.
Q. I mean it is not legally available to him.
A. No.
Q. It ought to be, ought it not?
A. I think so. My view is that the lists of stockholders of national banks ought
to be posted publicly in the lobby, for everybody to see who wants to see.

Mr. Schiff's view is as follows (R., 1690):
Q. As a director and stockholder in banks and trust companies, Mr. Schiff, do
you see any objection to requiring the banks to make public the lists of their assets?
A. The more publicity the bank gives the better it will-be.
Q. You see no objection to such publicity as to what their assets are?
A. No; I see no objection.
Q. Do you not see many manifest advantages in it?
A. I do.

CONCLUSIONS AS TO CONCENTRATION OF CONTROL, ETC.

155

Q. Would it not, in your opinion, lead to more careful and conservative management in the selection of their securities?
A. I think it would.

Mr. Dayison also approved of the assets of banks and trust companies being published, but disapproved of the publication of lists of
their stockholders. (R., 1872, 1873.)
Whilst, of course, Congress can not enforce the publication of the
assets and names of stockholders of State banks and trust companies,
it can set an example by making such provision in the case of national
banks, and your committee recommends that it do so.
SECTION 15.

SECURITY HOLDING COMPANIES AS ADJUNCTS TO
NATIONAL BANKS.

Your committee is of opinion that national banks should not be
permitted to become inseparably tied together with security holding
companies in an identity of ownership and management. These
holding companies have unlimited powers to buy and sell and speculate in stocks. It is unsafe for banks to be united with them in
interest in management. The temptation would be great at times
to use the bank's funds to finance the speculative operations of the
holding company.
The success and usefulness of a bank that holds the people's deposits
are so dependent on public confidence that it can not be safely linked
by identity of stock interest and management with a private investment corporation of unlimited powers with no public duties or
responsibilities and not dependent on public confidence. The mistakes or misfortunes of the latter are too likely to react upon the
former. However profitable the participation of the bank, whether
under the. guise of a mere lender of money or underwriter or purchaser
of securities hi which the security company is interested, the incentive
to the bank to participate in these adventurous transactions is one
that should be removed beyond the reach of its oificers.
The whole arrangement is a mere pretext behind which the bank's
officers are shielding themselves in making money for the bank's
stockholders through the prestige, resources, and organization of the
bank and by means that are forbidden to the bank.
They are so organized that the stock of the holding company must
always be owned by the same persons who own the stock of the bank
and in the same proportions, while no person not a director of the
bank may be a director of the holding company, and finally, the stock
of the holding company must be held by the officers of the bank as
trustees. The bank and the holding company are thus one and the
same association of persons and must always remain such.
Mr. Baker thus described the purpose of the stockholders of the
First National Bank in organizing the First Security Co. (R., 1431):
Q. Then the purpose of organizing the security company was to do things that the
bank could not lawfully do. Was that it?
A. Yes, sir; to do things that they were not specially authorized to do.
*
*
*
*
*
*
*
Q. This was a means, then, of really carrying on the same business as you had
been carrying on before without coming in contact with the law?
A. Yes, sir.
Q. That was the purpose of it?
A. Yes, sir.

156

CONCLUSIONS AS TO CONCENTRATION OF CONTBOL, ETC.

Under these conditions to say that acts done in the name of the
holding company are not the joint acts of the persons who alone
constitute the bank and therefore the acts of the bank flies in the
face of common sense.
It would be discreditable to the law if it sanctioned such a palpable
evasion of its prohibitions. Your committee does not believe it does
and advises that the Comptroller of the Currency give notice to
national banks upon which these holding companies have been
engrafted that the arrangement is in violation of the national banking
act and that unless terminated proceedings will be taken to forfeit
their charters.
SECTION 16.—RELATIONS OF OFFICERS AND DIRECTORS TO NATIONAL
BANKS.

(a) In borrowing from their banks.
(b) In exchanging loans between bank officers and directors.
(c) In receiving commissions or compensations for loans.
(d) In participating in syndicate underwriting operations in which
these banks are or become interested.
(a) It appears from the testimony that it is customary for officers
and directors to borrow from their banks. The comptroller tells us
that this has been a prolific cause of bank failures. (R., 1380, 1381.)
The leading bankers who were examined seemed to agree in the main
that officers should be prohibited from thus borrowing, but that it
should be permitted to directors. (Revnolds, R., 1642, 1643; Schiff,
R., 1677, 1678; Davison, R., 1975, 1976.)
It was argued that if such a prohibition were applied to directors
banks would often lose valuable business and men of competency and
substance would not thus restrict themselves by becoming bank
directors.
There can be no question of the wisdom of prohibiting all loans to
or for officers and all financial transactions between them and their
banks, nor that the prohibition should be made so broad and all-embracing as to render evasion impossible. It is too much like smoking
in a powder house.
We have reached the conclusion, but not without hesitation, that
this prohibition should not extend to directors. No loans should,
however, be made to them or for their ultimate benefit and no transaction permitted between them and their banks without ample previous notice of the transaction to their codirectors., nor unless the
details are first spread in full on the minutes of the meeting at
which the resolution authorizing the loan is passed.
(b) The use by officers of banks and trust companies of their institutions, either openly or by subterfuge, in exchanging loans or making
loans to one another or to brokers and others on securities that are
being carried for them or in which they have an interest should also
be prohibited. All persons who knowingly procure such loans to be
made should be included within the prohibition.
Every loan made by any national bank to or in the interest of an
officer of another national bank or of a State bank or trust company

CONCLUSIONS AS TO CONCENTRATION OF CONTROL, ETC.

157

should be under the same conditions as a loan made by a national bank
to one of its directors, except that the comptroller shall not make such
loans public.
Any loan or application for loan or any other transaction made in
the interest or for the eventual benefit of an officer or director of a
national bank—either alone or with others—or upon securities wholly
or partly belonging to such officer or in which he is interested, should
be required to be made in the name of such officer or director. It
should be made a misdemeanor to apply for or secure money or to
make or attempt or abet or become party to any transaction under
cover or to fail to make full disclosure. The prohibition should be
made sufficiently broad to apply to bankers, brokers, and others who
borrow from banks on the securities they are carrying for the officers
of these banks.
It is believed that these regulations will go far toward curbing
speculative transactions by officers of banks with the funds of their
depositors and will promote the independence of these officers.
(c) The Comptroller of the Currency in his report for 1911 made
the following statements and recommendations oil the subject of officers of national banks receiving commissions for compensation on
loans made by their banks:
An amendment forbidding any officer of a national bank to directly or indirectly
receive or accept money or other valuable thing from any borrower from the bank as a
reward, inducement, or consideration for obtaining the loan from the bank of which he
is such officer should also be enacted.
The dishonest practice by officers of national banks of receiving personal compensatior for loans made by the bank is a growing evil and has already reached such proportions as to call for criminal legislation on the subject. In this manner either the bank
is defrauded of lawful interest which it would otherwise receive or usurious interest is
exacted of a borrower by the corrupt officer. A secret reward to the officers is sometimes a deliberate bribe for obtaining a loan on insufficient security.
It is recommended that the taking or accepting of money or other valuable thing
from a borrower by any officer of a Dational bank for his own'personal use as a reward,
inducement, or consideration for obtaining the loan from the bank of which he is such
officer shall be made an offense and punished by imprisonment in the penitentiary.
A law should be enacted determining the period during which any person can be
prosecuted, tried, or punished for offenses under the national-bank act.

We heartily concur in these views and recommendations.
(d) Officers and directors of national banks should be prohibited
from participating in syndicates, promotions or underwritings of
securities in which their banks are or may become interested. A like
situation existed in the life insurance companies of New York prior
to the investigation of these companies in 1905. It was there disclosed that some of the companies and their officers and directors were
in the habit of underwriting large blocks of securities for which they
received commissions and that the securities thus underwritten frequently found their way among the assets of the companies. This
was stopped by the legislation of 1906 which prevented the companies
from thereafter engaging in such enterprises.
We recommend the same legislation with respect to national banks.
The business of guaranteeing for a commission that bankers will sell
an issue of bonds is not one in which a bank should engage with the
money of its depositors for the benefit of the stockholders. Nor
should the banlj be permitted to buy from or through the issuing
house or to lend upon any of the bonds that have been underwritten

158

CONCLUSIONS AS TO CONCENTRATION OF CONTBOL, ETC.

by any of its officers or directors, so long as the syndicate is outstanding or for one year thereafter.
I t may be that their judgment will not be consciously influenced
by the fact that they will be relieved from their obligation to take
the unsold securities and will thus earn their underwriting commissions
to the extent that their bank purchases such bonds, but the subconsicious influence and effect of the transaction is such that officers
and directors should not be placed in that inconsistent attitude.
The same reasons apply to loans on such secutities. If the underwriting syndicate can borrow on the securities pending their sale
from banks in which the underwriters are officers or directors, the
underwriting profits are earned on a less investment than if they must
take up and pay for the unsold securities. That is what they should
do unless they can borrow on them from institutions to which they
hold no trust relation. In other words, the officers and directors of
banks and the banking houses that control them should not be permitted to exploit the institutions for their own profit. All the earnings that are made by the officers by the use of the bank's money
should go to the banks.
Here again the denial to the committee of access to the books of
the banks has made it impossible to present the extent of this practice.
The fact was, however, admitted that such practices exist. (Hine,
R., 2034.) Some idea of its extent may be gleaned from the California petroleum transaction to which reference has been made.
SECTION 17.—CURRENCY REFORM AND CONCENTRATION OF CONTROL
OF MONET AND CREDIT.

The general subject of currency legislation is in the hands of another
subcommittee of the full committee. That topic has been accordingly carefully avoided by us so as to prevent duplication of work
and possible conflict of authority.
The subjects come closely together, however, in various aspects, and
notwithstanding the caution exercised by us there were a few occasions on which witnesses volunteered statements and opinions to the
effect that the defects of our present currency system were largely
responsible for the alleged condition described in the resolutions under
which we are acting. These assertions are predicated on the requirements of the existing law for retaining a given cash reserve and the
right to keep three-fifths thereof on deposit in banks in the reserve
cities. It is claimed that in the exercise of this privilege moneys are
deposited in New York banks and thus made available, to be loaned
for speculative stock-exchange purposes.
It is not within our province to discuss the merits of this situation.
That task has been assigned to and is being dealt with by our colleagues. The effect, if any, of that arrangement upon the questions
that are being dealt with by us is, however, clearly within our jurisdiction and will be here briefly considered.
We are of opinion that the existing law as to reserves and the
alleged defects in our currency system (as to which we express no
opinion at this timej have no appreciable effect on the concentration
of control of banking resources here under discussion. These funds

CONCLUSIOKS AS TO CONCENTKATION OF CONTROL, ETC.

159

would in any even probably come to New York when they could be
employed there to better advantage than in their respective localities.
It appears that on November 1, 1912, 32 of the Xew York banks had
$240,480,000 outstanding in stock-exchange loans that were placed
by them directly for their correspondents independently of the deposits of these correspondents. It does not appear what proportion of
the $483,373,000 of deposits of out-of-town banks that were then in
these 32 New York banks represented reserves nor what part were
kept there on account of the 2 per cent interest that is allowed on
them. They are attracted there because, as stated, New York City
is the only public money market and because they can be utilized in
stock-exchange speculation.
The most effective way of keeping these funds at home, where they
could perform their legitimate function of supplying the needs of
trade and commerce in the section from which they are drawn, would
be to limit the proportion of its resources that may be loaned by any
bank on stock-exchange collateral.
Banks, like individuals, will use their money where it can be employed to the best advantage within legal limits. No currency system can or ever will be devised that will prevent that result.

We are not unmindful of the' important and valuable part that
the gentlemen who dominate this inner group and their allies have
played_ in the development of our prosperity. There should be no
disposition to hamper their activities if a situation can be brought
about where their capital, prestige, and connections can be independently emploved in free and open competition. Without the aid
of their invaluable enterprise and initiative and their credit and
financial power the money requirements of our vast ventures could
not have been financed in the past, and much less so in the future.
It is also recognized that cooperation between them is frequently
valuable, and often essential to the public interest as well as their
own, in order to permit of the furnishing or guaranteeing of the
requirements of our vast enterprises of the present day and of the
still larger ones that are probably in store for us.
But these considerations do not involve their taking control of the
resources of our financial institutions or of the savings of the people
in our life insurance companies nor that they shall be able to levy
tribute upon every large enterprise; nor that commercial credits or
stock exchange markets and values shall wait upon their beck and
call. Other countries finance enterprises quite as important as our
own without employing these methods.
Far more dangerous than all that has happened to us in the past in
the way of elimination of competition in industry is the control of
credit through the domination of these groups over our banks and
industries. It means that there can be no hope of revived competition and no new ventures on a scale commensurate with the needs of
modern commerce or that could live against existing combinations,
without the consent of those who dominate these sources of credit. A
banking house that has organized a great industrial or railway com

160

CONCLUSIONS AS TO CONCENTEATION OF CONIBOL, EIC.

bination or that has offered its securities to the public, is represented
on the board of directors and acts as its fiscal agent, thereby assumes
a certain guardianship over that corporation. In the ratio in which
that corporation succeeds or fails the prestige of the banking house
and its capacity for absorbing and distributing future issues of securities is affected. If competition is threatened it is manifestly the
duty of the bankers from their point of view of the protection of the
stockholders, as distinguished from the standpoint of the public, to
prevent it if possible. If they control the sources of credit they can
furnish such protection. It is this element in the situation that
unless checked is likely to do more to prevent the restoration of competition than all other conditions combined. This power standing
between the trusts and the economic forces of competition is the factor
most to be dreaded and guarded against by the advocates of revived
competition.
Mr. Morgan was unable to name an instance hi the past 10 years in
which there had been any railroad building in competition with any
of the existing systems. ' He attributed it to the restrictions of the
Interstate Commerce Commission. The fact is, however, as we all
know, that railroad construction is constantly being prosecuted—
necessarily so with our rapidly growing population—but that instead
of being done independently as formerly it is now done by the great
systems.
* It is impossible that there should be competition with all the facilities for raising money or selling large issues of bonds in the hands of
these few bankers and their partners and allies, who together dominate
the financial policies of most of the existing systems. There never
will be, until this combination or community of interest can be dissolved by either closing to them the vaults of the banks, life insurance
companies, and other trustees of other people's money or by opening
them to meritorious competing enterprises.
Mr. Baker, when upon the witness stand, was unable to name a
single issue of as much as $10,000,000 of any security, either in the
railroad or industrial world, that had been made within 10 years
without the participation or cooperation of one of the members of
this small group. He subsequently wrote naming only the case of a
single issue of $13,500,000. It was proved as to this instance by the
notice issued to stockholders that Morgan & Co. were in fact largely
interested and received a part of the profits from the issue. Yet it
appears that within six years the joint account transactions of that
group in public issues alone (not including any issues made by them
alone or privately), amounted to over three billion dollars, of which
a 110,000.000 issue would have been less than one-third of 1 per cent.
Issues of securities of local or small enterprises requiring moderate
sums of money are frequently financed without the cooperation of
these gentlemen; but from what we have learned of existing conditions in finance and of the vast ramifications of this group throughout
the country and in foreign countries we are satisfied that their influence
is sufficiently potent to prevent the financing of any enterprise in any
part of the country requiring 510,000,000 or over, of which for reasons
satisfactory to themselves they do not approve. Therein lies the peril
of this moaey power to our progress, far greater than the combined
danger of all existing combinations. The latter may at last fall of
their own weight, especially if deprived of the protection and support

CONCLUSIONS AS TO CONCENTBATION OF CONTKOL, ETC.

161

against competition referred to, or they may be disintegrated as
unlawful.
The men who established our great industries have added to the
prosperity of the country during the period of the upbuilding of these
industries; but they none the less violated the law when they reversed
the processes under which the country had grown and prospered by
combining to throttle the competition upon which they had thrived.
Whilst they were struggling against one another for supremacy they
were a valuable asset to the country; since they have pursued the
opposite policy they have become a menace.
The gentlemen constituting this inner circle have, however, violated
no law in what the}* have done, so far as we are able to gather; but
that is rather because of the loose, intangible character of this recently
developed community of interest and because the law has not yet
properly safeguarded the community against this form of control.
The acts of this inner group, as here described, have nevertheless
been more destructive of competition than anything accomplished
by the trusts, for they strike at the very vitals of potential competition in every industry that is under their protection, a condition which,
if permitted to continue, will render impossible all attempts to restore
normal competitive conditions in the industrial world.
It accordingly behooves us to see to it that the bankers who require
and are bidding for the money held by our banks, trust companies,
and life insurance companies to use in their ventures are not permitted
to control and utilize these funds as though they were their own.
If the arteries of credit now clogged well-nigh to choking by the
obstructions created through the control of these groups are opened
so that they may be permitted freelv to play their important part in
the financial system, competition in large enterprises will become possible and business can be conducted on its merits instead of being subject to the tribute and the good will of this handful of self-constituted
trustees of the national prosperity.
80519—H. Rept. 1593,62-3

CHAPTER FOURTH.—SUMMARY OF RECOMMENDATIONS.

Summed up, the recommendations of your committee for enactment into law are:
SECTION 1.

AS REGARDS CLEARING-HOUSE ASSOCIATIONS.

A. Incorporation and regulation.—-National banks should not be
permitted to be members of clearing-house associations which are not
bodies corporate of the States in which they are respectively located,
and every solvent and properlv managed bank or trust company
should have the right, enforceable at law, to become and remain a
member: Provided, That no clearing association should be required
to admit a member having a capital stock not less than that required
of a national bank in the same locality.
B. Examination of members.-—Periodical examinations of members
by a committee of the association should be prohibited, and instead
all such examinations should be conducted by public authorities.
0. Issuance of clearing-house certificates.—Until other measures of
relief are provided by Congress such associations should be permitted
to issue certificates on the security of their members' assets for circulation amongst members to pay balances owing to each other at
the clearing house, but only on condition that both the issuance and
retirement of such certificates shall be under governmental control.
D. Regulation of rates for collecting out-of-town checks.—The practice
now so general amongst such associations of compelling members,
under pain of expulsion, to charge prescribed rates for collecting outof-town checks should be prohibited.
E. Regulation of rates of discount and of interest on deposits, etc.—
Such associations should be further prohibited from prescribing rates
of interest or discount, rates of interest allowed on deposits, rates of
exchange, or any other regulation not appropriate to its function of
instrumentality for the collection of checks by banks of the same
community one from another, that interferes with competition.
SECTION 2.—AS REGARDS THE NEW YORK STOCK EXCHANGE.

A. Conditions precedent to use of mails, telegraph, and telephone.—
That Congress prohibit the transmission by the mails or by telegraph
or telephone from one State to another of orders to buy or sell or
162

SUMMARY OF RECOMMENDATIONS.

163

quotations or other information concerning transactions on any stock
exchange, unless such exchange shall—
1. Be a body corporate of the State or Territory in which it is
located.
2. Require corporations whose securities it lists to make a complete disclosure of their affairs, in particular any commissions paid
to promoters, middlemen, or bankers out of any such security issue
or the proceeds thereof.
3. Require a margin of not less than 20 per cent on all purchases
of stock.
4. Prohibit as far as possible the execution of simultaneous or
substantially simultaneous orders proceeding from the same person
or persons to buy and sell the same security for the purpose of creating an appearance of activity therein and any orders the purpose
of which is to inflate or depress the price of any security.
5. Prohibit members from pledging securities purchased and carried for a customer for an amount greater than the unpaid portion
of the purchase price, whether with or without the consent of such
customer.
6. Prohibit members from lending to other members securities
carried by the former for customers, whether with or without such
customers' consent.
7. State in its charter the condition on which issues of securities
shall be admitted or removed from the trading list, and provide for
a judicial review of its action in this regard.
8. Keep books of account, showing the actual names and transactions of customers, and give access thereto to the Postmaster
General.
SECTION 3.—AS EEGAEDS CONCENTRATION OF CONTROL OF MONET
AND CREDIT.

A. Consolidations of tanks.—Two or more banks should not be permitted to consolidate unless such consolidation shall have been
approved by the Comptroller of the Currency as in the public interest.
He should have plenary power to forbid it where it threatens to result
in undue concentration of control.
B. Interlocking bank directorates.—No person should be permitted
to be a director in more than one national bank serving the same community or locality, nor should any person who is a director of any
State bank or trust company, or is a partner or associate of any private
banker or banking firm, be eligible as a director of any national bank
serving the same community or locality, except that a director in
a national bank may have one partner who is a director in a trust
company.
C. Interlocking stockholdings amongst hanks.—No part of the stock
of any national bank should be permitted to be owned or held directly
or indirectly by any other bank or by any trust company or holding
company; and no national bank should be permitted to own or hold
any part of the stock of any other bank or trust company.
D. Voting trusts in banks.—The transfer of any part of the stock of
national banks to trustees solely or primarily in order that they may

164

STJMMABY OF RECOMMENDATIONS.

vote the same at annual elections and other stockholders' meetings—
"voting trusts," as they are generally known—should be expressly
prohibited.
E. Cumulative voting.—Minority representation in the directorates
of national banks should be secured by adopting the system of cumulative voting, i. e., by providing that at elections for directors each
stockholder shall have as many votes as are equal to the number of
his shares, multiplied bv the number of directors to be elected, which
votes may be cast solidly for one director or distributed among
several, as the shareholder shall see fit. And no national bank should
be permitted to purchase the obligations or lend upon the obligations
or snares of any corporation whose directors are not chosen at elections
conducted under the cumulative system of voting.
F. Security-holding companies as adjuncts to banks.—The stockholders of a national bank should be expressly prohibited from becoming associated as stockholders in any other corporation under agreements or arrangements assuring that the stock of such other corporation shall always be owned by the same persons or substantially the
same persons who own the stock of the bank or that the managements
shall be substantially the same.
6. Fiscal agency agreements.—Interstate corporations should not
be permitted to enter into any agreements or other arrangements
constituting any bank, banker, or trust company their sole fiscal
agent to dispose of their security issues.
H. Private bankers as depositaries.—Interstate corporations should
not be permitted to deposit their funds with unsupervised, unregulated, private bankers who do not disclose their resources or liabilities, who keep no reserve, and are free to invest their depositors'
money as they see fit.
I. Banks not to engage in underwritings.—National banks should
be prohibited from directly or indirectly engaging in any promotion,
guaranty, or underwriting, involving the purchase, sale, public offering, or issue, or other disposition of the securities of any corporation.
J. Investments of banks in bonds.—National banks should be
expressly authorized to invest 25 per cent of their capital and surplus in the obligations of States, cities, counties, or other municipal
subdivisions and in mortgage bonds of corporations on which interest
has been regularly paid for five years or in case of new issues when
the earnings of the corporation within the period were sufficient to
have paid such interest.
K. Reform of railroad reorganization.—The method of reorganizing
insolvent railroads should be reformed by adopting in substance the
system provided by the companies' act of Great liritain, whereby,
briefly stated, the plan and procedure on reorganization are placed
under the direction and control of the courts, the receiver is elected
by the votes of those interested in the property, no sale is involved,
a single shareholder can defeat an unjust plan.
L. Railroad reorganizations under supervision of Interstate Commerce Commission.—The Interstate Commerce Commission should be
empowered, subject to review by the courts, to supervise and review
plans for the reorganization of interstate railroads and the issue of
securities thereunder.
M. Interstate railroad security issues under supervision of Interstate
Commerce Commission.—The security issues generally of interstate

SUMMABY OP -RECOMMENDATIONS.

165

railroads should be placed under the supervision and control of the
Interstate Commerce Commission.
N. Competitive bidding for interstate security issues.—It should also
be required that in the disposition of such issues competitive bids,
public or private, be invited.
0. Borrowings by officers from their ovm banks.—Borrowings, directly
or indirectly, by an officer of a national bank from the bank of which
he is such officer, and all other transactions between them of a financial character, should be rigidly prohibited.
P. Borrowings by directors from their own banks.—Borrowings,
directly or indirectly, by a director of a national bank or by any firm of
which he is a member or any corporation of the stock of which ne holds
upward of 10 per cent, from the bank of which he is such director,
should only be permitted on condition that notice shall have been
given to his codirectors and that a full statement of the transaction
shall be entered upon the minutes of the meeting at which such
loan was authorized.
Q. Financial transactions of bank officers to be in their ovm names.—
Loans or other transactions with a national bank in the interest of or
for the eventual benefit of an officer or director of a national bank,
either alone or with others, should be required to be made or done in
the name of such officer or director.
B. Participations by bank officers and directors in underwritings.—
Officers and directors of national banks should be prohibited from
participating in syndicates, promotions, or underwritings of securities in which their banks are or may become interested as underwriters or owners or as lenders thereon.
S. Accepting'and offering rewards for bank loans.—It should be
made a crime for officers or directors of national banks to accept any
compensation, commission, or other form of reward whatsoever, for
making, directing, voting for, or otherwise promoting any loan of
the bank's funds; and it should also be made a crime to offer any such
inducement.
T. Limitation of number of directors of bank.—The number of directors of national banks should be limited to not less than five nor
more than thirteen.
U. Publicity for assets and stockholders of banks.—National banks
should be required to open to public inspection schedules of their
assets other than the names of borrowers, and to make lists of their
stockholders public.

CHAPTER FIFTH.—Bnxs.

To cany out in part the foregoing recommendations, two bills have
been drafted and accompany this report, namely:
First. A bill to amend the national banking laws, consisting of
19 sections, as follows:
A BILL To amend the National banking laws.
Be it enacted by the Senate and House of Representatives of the United States of America
in Congress assembled,

SECTION 1. That no national bank may be, become or remain a member of, or otherwise affiliated or connected with, any voluntary or unincorporated organization performing any of the functions of a clearing house or clearing-house association; nor shall
such bank be, become, or remain a member of or otherwise affiliated or connected with
any incorporated clearing-house association or with any agency or organization performing similar functions except under the following conditions:
First. Such association must have been created a body corporate by the State or
Territory in which such national bank is located and doing business or by an adjoining
State or Territory.
Second. The membership of such association must be limited to incorporated banks
and trust companies by the charter or articles of incorporation of such association or
the law under which it exists, which must further provide that any solvent bank or
trust company doing business within the prescribed territorial boundaries of the association, whether organized under Federal or State law, having a capital stock not less
than that required of a national bank in thesame locality, upon payment or tender of the
fees fixed by the association and upon compliance with any other conditions prescribed
by the association and which must be reasonably necessary to the performance of the
legitimate functions of membership in such association as hereinafter stated, shall be
entitled to become and remain a member and freely to enjoy its facilities and may
enforce such right by summary process in any court of competent jurisdiction; that no
member shall be suspended or expelled or deprived of the enjoyment of the equal
facilities of such association without the approval in writing first obtained by the association from the superintendent of banks or like official of the State or Territory in
which the member so affected is incorporated if there be such official, or of the Comptroller of the Currency if the member in question is a national bank: Provided, That
the association shall by its charter prescribe its territorial boundaries and may thereafter upon application for membership determine in the first instance whether the applicant is solvent, which determination shall however be subject to review and revision
by the Comptroller of the Currency if the applicant is a national bank or of the corresponding State official if the appiicant is a State bank or trust company: And provided further, That such determinations shall thereafter be subject to further review
and revision by any court of competent jurisdiction by summary process at the instance
of such association or of such applicant.
Third. The charter or articles of incorporation of such association, or the law under
which it exists, may authorize the association in its discretion or that of its constituted
authority to issue certificates on the security of members' assets to the extent that it shall
determine that it and its members are adequately secured against loss, for use solely
amongst members and which shall not be otherwise transferable, to pay debit balances
owing by members to each other at the clearing house of such association, on condition
that such certificates shall be the joint and several obligations of the several members of
the association and that the same shall not be required to be redeemed by any member
to whom issued except after due notice and upon the approval of the Comptroller of the
Currency, if the member shall be a national bank, or of the Superintendent of Banks
or corresponding official of the State or Territory in which the member shall have
been incorporated, if such member be a State bank or trust company: Provided,
That the members to which or for the account of which such certificates are issued
shall be primarily liable to the holders thereof and to the association for the payment
thereof, and that as between the several members of said association, other than the
166

BILLS.

167

member to which such certificates are issued, each member shall be liable and shall
be required to contribute to the discharge of such defaulted obligations as shall remain
unpaid by the members to which such certificates are issued, only in the proportion
that its capital, surplus, and undivided profits, as shown by its ofLcial report next
preceding such default, bears to the aggregate capital, surplus, and undivided profits
of all the remaining members.
Fourth. The charter or articles of incorporation of such association or the law under
which it exists must further expressly provide for the voluntary resignation or withdrawal of any member subject to the discharge of its obligations to the association and
the members thereof and that all the acts of said association shall be subject to judicial
review at the suit of any member or applicant for membership.
Fifth. The said charter or articles of association or the law under which said association is organized must prohibit it and its officers and managers from exercising or
attempting to exercise, directly or indirectly, any control or influence over its members
or over the conduct of their business except as expressly authorized by its charter and
from making or attempting to make or enforce any rule, regulation, arrangement, or
understanding in respect of any of the following prescribed subjects:
(a) The restriction or regulation of competition between the members of the association or any of them in any matter or thing connected with the business conducted
by such members or authorized to be done by them under their respective charters;
(b) The fees, commissions, or other compensation chargeable by or payable to or to
be charged by or paid to any member by its customers or otherwise for the collection
by or through such member or its agent or correspondent of checks, drafts, notes, or
bills of exchange drawn upon banks, bankers, trust companies, or others that are not
members of such association or that are outside its boundaries;
(c) The rates of interest or discount chargeable or to be charged by or payable or to be
paid to members on loans or discounts to or for customers or others;
(d) The rates of interest to be allowed by members on deposits; and
(e) The rates of exchange.
Sixth. No such clearing-house association shall make, undertake, or attempt any examination of the books of account, business, or transactions of any national bank except
through the Comptroller of the Currency as herein provided and the official examiners
authorized to be employed by him under this act. Any such association may, however, by requisition upon the Comptroller of the Currency, procure the appointment
by said comptroller of such number of examiners to be nominated by the association
and approved by the comptroller in addition to his usual staff of examiners as in the
judgment of the association will be necessary or proper to secure the thorough performance of the work of the examination of the national banks members of such association at such stated intervals as the association may require in addition to the
examinations prescribed by existing law: Provided, That there shall be paid monthly
by said association to the comptroller the entire cost, charges, and expenses incurred
by the comptroller in such further examinations.
Such examiners may be employed by the comptroller either for specified and
successive terms not exceeding one year each or under such other arrangement as may
be made with the association. All particulars gathered by the comptroller through
such examiners or otherwise in the course of such examination or otherwise with
respect to the names of borrowers, the amounts owing by them, respectively, and the
collateral, if any, for such loans shall be retained in the custody of the comptroller
and shall not be divulged to the association or to any of the members thereof other
than to the member directly affected thereby, except that the comptroller may, in
his discretion, impart such particulars to the association or to any authorized committee thereof whenever and only when in his judgment it shall be necessary to assure
such association against the impending insolvency of any such member, and then only
to the officials of the association intrusted with the power to receive such particulars.
All data other than that concerning the names of borrowers, the amounts owing by
them, and the collateral for such loans shall be at all times available to the association and to all members thereof and to every stockholder and depositor in such national
bank and to all others who, in the judgment of the comptroller, shall request the same
for proper purposes.
SEC. 2. No national bank shall be or become a party to any agreement, understanding, or arrangement, or shall be or become a member of or otherwise associated or
connected with any corporation, association, exchange, agency, or other body, whether
incorporated or unincorporated, having for its purpose or which shall engage in any
of the prohibited acts specified in section 1 of this act: Provided, That nothing herein
contained shall be construed to prohibit any national bank from establishing jointly
with other banks or trust companies, or both, doing business in the same city, town,
or village or within a radius of 50 miles, an agency for the collection of checks,

168

BILLS.

drafts, notes, and bills of exchange drawn only upon banks outside the locality
in which such agency is conducted: Provided further, That the sole purpose of such
agency be to save collection expense to the members in making such collections and
that neither such agency nor any of the members thereof shall engage in any of the
prohibited acts specified in this or in the next preceding sections.
SEC. 3. That no national bank shall act as clearing agent for any other national bank
or for any other bank or for any trust company that is eligible to membership in said
association in the same city, town, or other place in which such national bank is located
in the collection of checks, drafts, notes, or bills of exchange drawn on any other bank
or on any trust company in such city, town, or place, and no national bank shall
clear through or collect through any other bank or any trust company in the same
city, town; or other place in which such national bank is located any checks, drafts,
notes, or bills of exchange drawn on any other bank or on any trust company in such
city, town, or place.
SEC. 4. That no national bank shall make or enter into any agreement, arrangement,
or understanding with any other bank or with any trust company having the purpose
or effect of regulating its charges for collecting checks, drafts, notes, or bills of exchange
for its customers or of fixing or regulating rates of interest or discount on such loans to
customers or to others, or the rates of interest allowed by it to such customers on
deposits, or rates of exchange.
SEC. 5. That no national bank shail knowingly enter into any agreement or arrangement with or lend money or credit to or on account of any person or corporation for
use in connection with or to aid in participating in any combination, conspiracy,
trust, agreement, contract, or understanding intended to or which shall have the
effect to control, regulate, or affect the price or supply of any commodity or article of
commerce in, or that is to be imported into, any part of the United States or subject
territory; nor shall any such bank knowingly lend or advance any money or credit
upon any securities issued pursuant to such combination, conspiracy, trust, agreement, contract, or understanding or in furtherance thereof or in connection therewith.
SEC. 6. Section fifty-one hundred and forty-four of the Revised Statutes is hereby
amended so as to read as follows:
"SEC. 5144. ELECTION OF DIRECTORS—CUMULATIVE VOTING.—At all elections of

shareholders for directors each shareholder shall be entitled to as many votes as are
equal to the number of his shares of stock multiplied by the number of directors to
be elected. He may cast all of such votes for a single director or may distribute
them among the number to be voted for, or among any two or more of them, as he may
see fit. In deciding all other questions at a meeting of shareholders, each shareholder
shall be entitled to one vote on each share of stock held by him. Shareholders may
vote by proxies, but no officer, clerk, teller, or bookkeeper of such association shall
act as proxy and no shareholder whose liability is past due and unpaid shall be allowed
to vote. Every shareholder of a national bank heretofore formed shall hereafter exercise his right of voting according to the provisions of this act. No national bank shall
accept or hold as security or collateral for any loan, discount, or advance made or
negotiated by or with it or otherwise shares of stock or voting trust or other certificates representing any beneficial interest in any corporation unless there shall have
been secured and reserved to the stockholders of such corporation the right of representation by cumulative voting as hereby defined."
SEC. 7. There shall be added to the national banking act, immediately following
section fifty-one hundred and forty-four of the Revised Statutes, as hereby amended,
a section to be known as section fifty-one hundred and forty-four-a, which shall read
as follows:
"SEC. 5144-a. Every person voting at any meeting of shareholders for the election
of directors, previous to casting his vote, whether such vote be cast in person or by
proxy, shall file with the inspectors of election a statement in the following form
(the blanks being properly filled in):
I reside in
. I am the owner of record upon the books of
Bank of
shares of the stock of said bank, and have been the registered and beneficial
owneT in my own name and right for upward of ninety days next preceding the date
hereof of the aforesaid number of shares of stock, for which I desire to cast my vote at
the election for directors to be held on
, or on any adjourned day of said meeting. I do not hold said stock in trust for or for the benefit of any person other than
as appears on the face of the certificate of stock held by me and as registered on the
books of the association, and no person or corporation other than as appears upon the
face of said certificate and upon said books has any beneficial interest ia any of said
shares or in the proceeds thereof. I have not been paid or promised any money,
compensation, inducement, or reward for my vote or proxy or as an inducement to
me to cast such vote or give such proxy.

BILLS.

169

SEC. 8. Section 5145 of the Revised Statutes is hereby amended so as to read as
follows:
"SEC. 5145. The affairs of each association shall be managed by not less than five
nor more than thirteen directors, who shall be elected by the shareholders at a meeting to be held at any time before the association is authorized by the Comptroller
of the Currency to commence the business of banking, and afterwards at meetings
to be held at such time in January of each year as is specified therefor in the articles
of association. The directors shall hold office for one year and until their successors
are elected and have qualified."
SEC. 9. Section 5146 of the Revised Statutes is hereby amended so as to read as
follows:
"SEC. 5146. Every director must during his whole term of service be a citizen
of the United States, and at least three-fourths of the directors must have resided in
the State, Territory, or District in which the association is located for at least one
year immediately preceding their election, and must be residents therein during
their continuance in office; and for not less than three months next preceding the
date of his election each director must be and he must remain during his entire term
of office the registered and sole beneficial owner and holder, in his own name and
right, and free from debt or claim, of at least one per centum of the then outstanding
capital stock of the association of which he is a director: Provided, however, That if
the capital of the bank shall not exceed one hundred thousand dollars he must own
in his own beneficial right and interest not less than ten shares of such capital stock.
The directors may be voted and paid such fees, salaries, or compensation, for their
services as shall from time to time be prescribed by the stockholders."
SEC. 10. No officer or director of a national bank shall receive or be beneficiary
either directly or indirectly, of any fee, brokerage, commission, gratuity or other consideration or inducement other than the salary or other compensation that shall have
been voted him by the stockholders, for or on account of any loan, purchase, sale,
payment, exchange, or transaction made by or on behalf of a national bank of which
he is such officer or director.
SEC. 11. No officer or director of a national bank shall be an officer or director of any
other bank or of any trust company or other financial or other corporation or institution,
whether organized under State or Federal law, that is authorized to receive moneys
on deposit or that is engaged in the business of loaning money on collateral or in buying
and selling securities except as in this section provided; and no person shall be an
officer or director of any national bank who is a private banker or a member of a firm
or partnership of bankers that is engaged in the business of receiving deposits: Provided,
That such bank, trust company, financial institution, banker, or firm of bankers is
located at or engaged in business at or in the same city, town, or village as that in
which such national bank is located or engaged in business: Provided further, That a
director of a national bank or a partner of such director may be an officer or director
of not more than one trust company organized by the laws of the State in which
such national bank is engaged in business and doing business at the same place.
SEC. 12. No national bank shall lend or advance money or credit or purchase or
discount any promissory note, draft, bill of exchange or other evidence of debt bearing
the signature or indorsement of any of its officers or of any partnership of which such
officer is a member, directly or indirectly, or of any corporation in which such officer
owns or has a beneficial interest of upward of ten per centum of the capital stock, or
lend or advance money or credit to, for or on behalf of any such officer or of any such
partnership or corporation, or purchase any security from any such officer or of or
from any partnership or corporation of which such officer is a member or in which he
is financially interested as herein specified or of any corporation of which any of its
officers is an officer at the time of such transaction.
SEC. 13. No national bank shall lend or advance money or credit or purchase or
discount any promissory note, draft, bill of exchange, or other evidence of debt bearing
the signature or indorsement of any director or for his benefit, or purchase any bond,
note, debenture, or other security or obligation, or make or enter into any contract or
agreement involving a profit or the payment of money or other valuable consideration
to any director or to any firm of which such director is a partner or in which he is
interested or of any corporation of which such director owns or controls, directly or
indirectly, upward of ten per centum of the share capital, unless and until previous
written notice of such intended transaction shall have been given to all the directors,
nor unless action thereon shall first have been taken at a meeting of the board of directors duly called for the purpose and all the facts and details of the transaction have
been first recorded on the minutes of such meeting.
SEC. 14. No officer or director of any national bank, and no firm or partnership of
which any such officer or director is a member, shall be directly or indirectly beneficially interested or concerned in any guaranty, underwriting, syndicate, or other

170

BILLS.

agreement or arrangement or understanding involving the purchase or sale of any
securities which shall be purchased, sold or dealt in by such bank and no such bank
and no officer or director thereof shall knowingly purchase or sell or assent to the
purchase or sale of any such securities.
SEC. 15. No national bank shall engage in or be or or become directly or indirectly
interested in or connected with any promotion, guaranty, or underwriting involving
the purchase, sale, or disposition of the securities of any corporation, or make any
agreement with respect thereto, or shall either alone or jointly with others offer any
securities for sale by public advertisement or otherwise, or make or cause to be made
or issued any statement or representation with respect to any such security: Provided,
however, That nothing herein contained shall be construed to interfere with the disposition by such bank at public or private sale of securities or interests therein that
may have been acquired by it as security for loans of money made by such bank or to
which it may have derived title in the current conduct of its business of loaning
money on collateral.
SEC. 16. No shares of stock of any national bank shall be held by any other bank or
by any trust company or other financial institution or corporation or in trust for any
such bank, trust company, or other financial institution or corporation that is authorized to receive deposits of money or to engage in the general business of banking
or to buy and sell securities.
SEC. 17. It shall be unlawful for any officer or director of a national bank to be an officer
or director of any other bank or other financial corporation that has a substantially
identical management, officers, or directors as such bank or other financial corporation or of any corporation the shares of which can be bought or sold only in
conjunction with the shares of such national bank or that is so related to the bank or
its officers by identity or similarity of interest or management as to amount in effect
to a control by either of such corporations or of the operations or management thereof
by the other or by the interests that control, operate, or manage the other.
SEC. 18. That any national bank and any officer or director or other person violating
any of the provisions pi this act and any officer or director thereof assenting to such
violation, shall be guilty of a misdemeanor, and upon conviction shall be fined not
exceeding $5,000; and any such officer, director, or other person may also be imprisoned
not exceeding two years.
SEC. 19. That this act shall take effect six months from and after its passage.

Second. A bill to prevent the use of the mails and of the telegraph
and telephone in furtherance of fraudulent and harmful transactions
on stock exchanges, consisting of 6 sections, as follows:
A BILL To prevent the use of the mails and of the telegraph and telephone in furtherance of fraudulent
and harmful transactions on stock exchanges.

Be it enacted by the Senate and House of Representatives of the United States of America
in Congress assembled,

SECTION 1. No letter, package, circular, pamphlet, post card, newspaper, or other
form of printed or written statement, or partly printed and partly written, and no
quotation of any prices or any other advices, report, information, or representation
concerning transactions in securities sold or offered for sale, or executed or to be executed, or that are listed or quoted on any stock exchange, and no statement, account,
or memorandum of purchase or sale or other information, notice, or demand regarding
any purchase or sale upon or on any stock exchange of any security shall be delivered
or deposited or carried in the mail or at or through any post office or branch thereof or
by any letter carrier, unless such exchange has been incorporated under the laws of
the State or Territory at which its business is conducted, or unless the charter and
by-laws of such exchange or the law under which it is organized shall contain regulations and prohibitions satisfactory to the Postmaster General safeguarding the transactions of such exchange, the character of the securities dealt in thereon, the genuineness of the quotations thereof, and all other information concerning such transactions
that is to be carried through the maib and by telegraph and telephone beyond the
limits of the State of the organization of said exchange against fraud and deceit in the
following particulars:
(a) Requiring that before the securities of any corporation shall be listed, quoted, or
dealt in upon any such exchange there shall be filed with the secretary of the exchange
a statement formally approved by resolution of the board of directors of such corporation and verified by the oath of an officer thereof, before a person authorized to
administer oaths at the place where the same is taken, Betting torth, separately and
in detail—
(1) The nature, amount, and value of the tangible and other property, assets, and
effects of such corporation, its actual and contingent liabilities and obligations, the

BILLS.

171

volume of its business and net earnings year by year for at least three years next preceding the filing of such statement or for such lesser time as the corporation shall have
been engaged in business; and a like statement with respect to every subsidiary or
controlled corporation in which it is interested; and
(2) A copy of every contract or agreement in writing and a full statement and
description of the terms of every contract, agreement, or understanding in parol cqnlected with or affecting the authorization, issue, sale, or disposition of the securities
admitted or sought to be admitted to the official list of said exchange and quoted and
dealt in thereon, accompanied by a full disclosure and recital of all fees, profits,
charges, commissions, or compensation paid or agreed to be paid or reserved to bankers,
brokers, middlemen, or others in connection with the authorization, issue, sale, or
disposition or intended sale or disposition of such securities and of the net amount
realized or to be realized by such corporation therefor.
(b) Requiring that every such corporation shall, so long as any of its securities are
listed on said exchange, file at least once in each year, and as much oftener as the
regulations of such exchange may require, with the secretary of said exchange and
with the Postmaster General for public inspection and use, a detailed statement of its
gross receipts and expenses, its net earnings, and a particular statement of any and
all agreements and transactions made or entered into, directly or indirectly,
between the corporation and any of its officers or directors, or with any partnership,
joint association, or corporation in which any such officer or director is interested
and of the profits, emoluments, salaries, commissions, or other compensation or benefits
derived, assured, or agreed to be paid to said officers or directors or to any such
partnership, joint association, or corporation in which such officer or director is
interested.
(c) That no outstanding securities having been so listed, quoted, and dealt in on
said exchange shall be removed or stricken from the list or denied quotation thereon
so long as any part of the issue of such securities originally admitted to such list ia
outstanding, except after due notice to all security holders affected by the proposed
action, to be given in such manner as the charter and by-laws of the exchange, as
approved by the Postmaster General, shall provide, subject to review by any court of
competent jurisdiction.
(d) That the manipulation of securities and of the prices and transactions therein
and all fictitious purchases and sales of securities and what are known as "matched
orders" and "wash sales" thereof and all other dealings or transactions that are
intended or the effect of which is to deceive or mislead the public shall be prohibited
by regulations that shall be approved by the Postmaster General.
(e) That the members of such exchange shall be forbidden under penalty of expulsion and under such other penalties as may be prescribed by the law incorporating
said exchange or the regulations thereof from hypothecating any security belonging
to their customers or others for any amount in excess of the sum at the time owing
such members thereon or from entering into any arrangement or agreement with such
customer or others for such use of then- securities.
(f) That the regulations of said exchange shall forbid its members, under penalty of
expulsion and such other penalties as may be prescribed by the articles incorporating
the exchange or otherwise, from lending securities pledged with them or from making
any agreement with their customers with respect thereto.
(g) That the members of such exchange shall be required to keep full and accurate
books of account of all transactions conducted by them upon such exchange, which
shall contain the actual names and transactions of all their customers and the serial
numbers of all securities or of the certificates representing the same that have been
purchased or sold by them; that such books and all the records of the members of
such exchange shall be at all times open to the inspection of the officers of the said
exchange or of such examiners or other persons as they may designate for that purpose and to the Postmaster General and such persons as he may from time to time
designate to make such examinations.
(h) That no orders, direction, or offer to purchase the securities of any corporation or
joint-stock company shall be accepted or executed by any member of such exchange
unless the broker shall at the time of such order or previously thereto have received
from the customer a partial payment in cash of not less than twenty per cent of the
market price of such stock on the day of purchase;
(i) That no securities of any corporation shall be listed, quoted, or dealt in on said
exchange unless the charter or by-laws thereof contains express prohibition against
the sale by any officer or director of any security of which he is not the owner at the
time of such sale or the purchase or sale directly or indirectly of any security of any
such corporation or any interest therein, either alone or jointly with others, unless
or until previous written notice of such intended action shall have been given to the
directors and entered upon the minutes of the meeting, nor unless all such transactions

172

BILLS.

shall be reported in writing to the secretary within five days after the same are made
and entered upon the minutes of the next succeeding meeting of the board of directors.
SEC. 2. The Postmaster General may, upon evidence satisfactory to him that any
letter, package, circular, pamphlet, post card, newspaper, or other form of printed or
written statement, or partly printed or partly written, contains an order or statement
or any quotation of prices or any other advices, report, or information concerning transactions in securities sold or offered for sale or executed or to be executed on any stock
exchange which shall not conform to the requirements specified in section 1 hereof or
that have failed to enforce such requirements shall make a written finding to that
effect and shall thereupon instruct the postmaster not to receive for transmission in
the mails any such letter, package, circular, pamphlet, postcard, newspaper, or other
of printed or written statement, or partly printed or partly written, and at the same
time shall transmit a copy of such rinding to the principal office of every telegraph and
telephone company and every national bank doing business in the United States or any
Territory thereof or any of its possessions. Nothing in this section contained shall
be so construed as to authorize any postmaster or other person to open any letter,
package, circular pamphlet, post card, newspaper, or other form of printed or written
statement, or partly printed or partly written, not addressed to himself.
SEC. 3. Any person who shall knowingly deposit or cause to be deposited in the mails,
or who shall knowingly send or cause to be sent by mail any letter, package, circular,
pamphlet, post card, newspaper, or other form of printed or written statement, or
partly printed or partly written, concerning transactions in securities sold or offered
for sale, or executed or to be executed, on any stock exchange, which shall not conform to the requirements of section one hereof, or who shall knowingly deliver for transmission or send or transmit by telegraph or telephone in any State or Territory of the
United States or from the District of Columbia to any other State or Territory of the
United States or to the District of Columbia any order or statement or any quotation
of prices or any other advices, report, or information concerning transactions in
securities sold or offered for sale or executed or to be executed on any stock exchange
which shall not conform to the requirements specified in section one hereof shall be
deemed guilty of a misdemeanor; and, on conviction, shall befinednot more than $1,000
or imprisoned not more than two years or both for the first offense; and for any subsequent offense shall be imprisoned not more than five years.
SEC. 4. Any telegraph or telephone company which shall knowingly send or transmit
or furnish facilities for sending and transmitting any order or statement or any quotation of priceB or any other advice, report, or information concerning transactions in
securities sold or offered for sale or executed or to be executed on any stock exchange
which shall not conform to the requirements specified in section one hereof or that shall
fail to conform to any order issued by the Postmaster General pursuant to section two
of this act shall be deemed guilty of a misdemeanor; and, upon conviction, shall be
fined $1,000 for the first offense and for any subsequent offense shall be fined $2,500;
and any officer or director who shall knowingly permit or suffer such order or statement or any quotation of prices or any other advices, report, or information concerning transactions in securities sold or offered for sale or executed or to be executed on
any stock exchange which shall not conform to the requirements specified in section
one hereof or that shall have been proceeded against as provided by section two hereof
to be sent or transmitted or facilities therefor to be furnished shall be deemed guilty
of a misdemeanor; and, upon conviction, shall be fined $1,000 or imprisoned not more
than two years or both for the first offense, and for any subsequent offense shall be
fined $2,500 or imprisoned not more than five years or both.
Sec. 5. Definitions.
1. Within the meaning of this act a "stock exchange " is a market or meeting place
controlled by rules, on which only members are permitted to deal with one another
on their own behalf or for their customers, and at which securities of corporations are
bought and sold or offered for purchase and sale.
2. The term "security" or "securities" as used in this act shall include every
bond, note, debenture, and other obligation and every share of stock or receipt or
certificate therefor, and every certificate or beneficial interest or right of participation
in the bonds, notes, debentures, or other obligations, or in the shares of stock or property of any corporation.
3. "Manipulation of securities" is hereby defined as the act or acts of any person,
partnership, joint association, or corporation, either alone or by agreement, arrangement, or understanding, or in combination or participation with others or with another,
directly or indirectly, in—
(a) Aiding, abetting, promoting, or engaging in or becoming pecuniarily interested
in the actual or pretended purchase or sale, or both, or in executing or assisting in
executing an order or orders for the actual or pretended purchase or sale, or both, of
any security of any corporation that is listed or dealt in on any stock exchange or with

BILLS.

173

a series or succession of actual or pretended purchases and sales, or both, either for
the purpose of giving to such transactions or to the market in such securities, or to the
public, a false or misleading appearance of activity, or to artificially depress, inflate,
or otherwise influence the market price thereof in order to sell or purchase or procure
the sale or purchase of any of such securities of such issue, or to attract public attention to such securities to induce the purchase or sale thereof by others.
(b) Giving or causing to be given or in knowingly executing or causing to be executed upon any such exchange, directly or indirectly, or by or through any member
thereof, any order, commission, or direction for the simultaneous or substantially
simultaneous purchase and sale of any such security by or for or on behalf of the
same persons or interests, whether accomplished by means of genuine or fictitious
purchases or sales, or both.
4. A "matched order" and a "wash sale" are hereby separately defined as a sale
or offer for sale or the pretended sale or offering for sale, directly or indirectly, of any
security accompanied by or in conjunction with the purchase or pretended purchase
or offer to purchase, directly or indirectly, the same security; or the pretended sale
or purchase or attempt to sell or purchase any security with the purpose or intent of
recording or procuring the recording of a price or q uotation theretor.
SEC. 6. This act shall take effect six months after its passage.

These bills embody all the foregoing recommendations in relation
to clearing houses and stock exchanges and such of the recommendations in relation to the concentration of control of money and credit
as concern or may be carried into effect through the national banks.
There was not time to frame bills to carry into effect the remaining
recommendations.
A. P. PUJO, Chairman.

WM. G. BROWN.
R . L. DOUGHTON.
H. D. STEPHENS.
J. A. DAUGHERTY.
JAMES F. BYRNES.
GEO. A. NEELET.

APPENDIX A.
[H. Res. 429, Sixty-second Congress, second session.]

IN THE HOUSE OF REPRESENTATIVES,

February 24, 1912.

Mr. Henry of Texas, from r,he Committee on Rules, reported the
following resolution; which was agreed to:
Resolved, That in order to obtain full and complete information of the banking and
currency conditions of the United States for tht> purpose of determining what legis-'
lation is needed, the Committee on Banking and Currency is authorized and directed
to make a full investigation thereof, including all matters touched upon in House
Resolution Numbered Four hundred and rive within the jurisdiction of said committee; and the said committee is authorized, as a whole or by subcommittee, to sit
during sessions of the House and the recess of Congress, to compel the attendance of
witnesses, to send tor persons and papers, to administer oaths to witnesses, and to
employ experts, counsel, accountants, and clerical and other assistants.
The Speaker shall have authority to sign and the Clerk to attest subpoenas during
the sessions or recess of Congress.
APPENDIX B.
[H. Res. 504, Sixty-second Congress, second session.]

IN THE HOUSE OF REPKKSENTATIVES,

April 22, 1912.
Mr. Pujo submitted the following resolution; which was referred
to the Committee on Rules and ordered to be printed:
Whereas H. Res. 429 was heretofore passed for the purpose of directing the conduct
of an investigation into certain of the matters covered by this resolution, and it has
since been ascertained that said H. Res. 429 is insufficient in the delegation of its
powers to permit of the scope of inquiry which is believed to be necessary as a basis
for remedial legislation on the subjects covered by this resolution:
Resolved, That H. Res. 429 is hereby amended so that the same shall read as follows:
"Whereas legislation is now pending involving important changes in our national
currency and monetary system and vitally affecting our national banks and other
financial institutions, and various bills have also been introduced, and are now under
consideration by Congress having for their purpose the amendment and supplementing
of the Act approved July second, eighteen hundred and ninety, entitled 'An Act to
protect trade and commerce against unlawful restraints and monopolies,' generally
known as the Federal antitrust law; and
"Whereas bills are also pending or under consideration to regulate industrial corporations engaged in interstate commerce through Federal incorporation, supervision,
and otherwise, and legislation is believed to be necessary to further control the incorporation, management, and financial operations of railroad corporations that are now
subject to the jurisdiction of the Interstate Commerce Commission, including,among
other things, the regulation of the issue and sale of their securities and the protection
of minority stockholders; and
"Whereas it has been charged, and there is reason to believe, that the management
of the finances of many of the great industrial and railroad corporations of the country
engaged in interstate commerce is rapidly concentrating in the hands of a few groups
of financiers in the city of New York and their associates in New York and other cities,
175

176

APPENDICES.

and that these groups, by reason of their control over the funds of such corporations
and the power to dictate the depositories of such funds, and by reason of their relations
with the great life insurance companies with headquarters in New York City, and
by other means, have secured domination over many of the leading national banks and
other moneyed institutions and life insurance companies in the city of New York
and in other cities to which they direct such patronage and over the vast deposits of
money and of the.other assets of such institutions, thus enabling them and their associates to direct the operations of the latter in the use of the money belonging to their
depositors and the stockholders and in the purchase and sale of securities and loans
of money by such banks and other moneyed institutions and life insurance companies,
and that these institutions and their funds are being used to further the enterprises
and increase the profits of these groups of individuals from such transactions and to
augment their power over the finances of the country and to control the money, exchange, security, and commodity markets, and prevent competition with the enterprises in which they are interested, to the detriment of interstate commerce and of the
general public; and
"Whereas it has been further charged and is generally believed that these same
groups of financiers have so intrenched themselves in their control of the aforesaid
financial and other institutions and otherwise in the direction of the finances of the
country that they are thereby enabled to use the funds and property of the great
national banks and other moneyed corporations in the leading money centers to control
the security and commodity markets; to regulate the interest rates for money; to
create, avert, and compose panics; to dominate the New York Stock Exchange and
the various clearing-house associations throughout the country, and through such
associations and by reason of their aforesaid control over the aforesaid railroads, industrial corporations, and moneyed institutions, and others, and in other ways resulting
therefrom, have wielded a power over the business, commerce, credits, and finances
of the country that is despotic and perilous and is daily becoming more perilous to the
public welfare; and
"Whereas the national banks and other moneyed institutions controlled as aforesaid
are charged to have been, and to be, engaged in the promotion, underwriting, and
exploitation of speculative enterprises and in the purchase and sale of securities of
such enterprises, and in acquiring, directly or indirectly, stocks of other banking
institutions and absorbing competitors and in using their corporate funds and credit
for such purposes, either alone or in conjunction with those by whom they are controlled; and
"Whereas it is deemed advisable to gather the facts bearing on the aforesaid conditions and charges or in any way relating thereto or to any of the subjects above mentioned as a basis for remedial and other legislative purposes: Therefore be it
"Resolved, That the Members now or hereafter constituting the Committee on
Banking and Currency, bv a subcommittee consisting of the eleven members thereof
already appointed under H. Res. 429 and by such substituted members as may be
from time to time selected from the members of the said committee to fill vacancies
in the subcommittee, is authorized and directed—
"First. To fully investigate and inquire into each and all of the above-recited
matters and into all matters and subjects connected with or appurtenant to or bearing
upon the same.
"Second. To fully inquire into and investigate among other things whether and to
what extent—
'' (a) Individuals,firms,national banks, and other moneyed corporations are engaged
in or connected with the management of financial affairs of interstate railroad or industrial corporations, or life insurance companies, and what potential or other power they
have or exercise over such corporations, and how and to what uses the bankable funds
of such interstate railroad or industrial or other corporations are applied.
" (b) The marketing of the securities that have been from time to time issued by
interstate railroad and industrial corporations has been by competitive bidding or
otherwise.
"(c) Changes have been procured in the general laws of any of the States under
which such interstate corporations are organized in the interest or upon the procurement of such corporations, and for what reason and by what methods and influences
such changes were accomplished.
"(d) Individuals, films, national banks, and other moneyed corporations interested
in or in anywise connected with such interstate corporations are enabled by reason of
their relations or connection with other interstate corporations or with other individuals, firms, national banks, moneyed corporations, or life insurance companies, or otherwise to prevent or suppress competition in the interest of such interstate corporations,
or to protect or assist the latter in preventing or suppressing competition.

APPENDICES.

177

"(e) Such interstate corporations and the individuals, firms, national banks, and
moneyed corporations are mutually benefited and protected against competition and
otherwise by the relations existing betweea them.
"(f) National banks and other moneyed and other institutions are directly or indirectly owned, dominated, or controlled through their directors or through stock
ownership, official management, patronage, or otherwise by the same persons, interests, groups of individuals, or corporations that are also directly or indirectly interested in other national banks or moneyed or other corporations located in the same
city and in interstate corporations that are customers of said national banks and other
moneyed corporations.
"(g) The same individuals are officers or directors of, or were or are directly or
indirectly interested in or dominate or control, or heretofore dominated or controlled,
in any way, more than one national bank or other moneyed corporation.
"(h) The funds or credit of national banks and other moneyed corporations or life
insurance companies are or have been used or employed other than in making current
loans to merchants or on commercial paper, by who?e influence or direction such funds
or credits were so used or employed, and particularly whether and to what extent
such funds are or have been employed: First, in the purchase of securities from
bankers or others in any way interested in or connected with such corporations;
second, in the guaranty or underwriting of securities or syndicate transactions, either
alone or in conjunction with others; third, in loans on notes secured by bonds, stocks,
or other collateral; fourth, in loans on or purchases of stocks of other banks or of any
trust or investment company or financial or moneyed corporation; and, fifth, in any
form of investment alone or in joint account with others.
" (i) Any national bank or other moneyed corporation, whether directly or indirectly
or whether through or by means of another corporation having substantially the same
officers, management, control, or stockholders, or with stock paid for by the dividends
of a parent or affiliated company, and, whether alone or with others, has acted as an
issuing house or in offering securities to the public or to investors by prospectus, advertisement, solicitation, or otherwise, or has speculated or is speculating in stocks, and
if so, the nature of all such transactions and the profits and all other details thereof.
"(j) The management and operations of the New York Stock Exchange and the
New York Clearing House Association are, or may be. directly or indirectly, dominated, controlled, or otherwise affected by any individuals or groups of individuals
who control or are influential in directing the use or deposit of the funds of national
banks in the city of New York, or of interstate railway or industrial corporations, or
life insurance companies, and the relations that the New York Stock Exchange and
the New York Clearing House bear to such individuals and groups of individuals and
to their financial transactions and to our commercial and financial systems and to
interstate and foreign commerce.
"(k) Any individual, firm, or corporation, or any one or more groups of such individuals, firms, or corporations, may or can affect the security markets of the country
through the New York Stock Exchange, or can create, avert, or compose panics by
the control of the use and disposition of moneys in the banks and other moneyed or
other corporations that are controlled by such individual, firm, or corporation, or by
other means.
"'(1) There is any connection between the relations of bankers, banking firms, and
their associates to the railroad and industrial corporations engaged in interstate commerce, and the relations of such bankers, banking firms, and their associates to the
national banks and other moneyed or other corporations, and the relations of any of
these interests to any of the others that operate to protect such interstate corporations
against competition or are or may be used for that purpose.
"Third. To investigate, find, and report the facts bearing upon the payment of
political contributions to national campaign funds by or in the interest of national
banks and interstate railroad and industrial corporations, and by all persons who are
officers or directors thereof, anf by other persons who are directly or indirectly in
control of or connected with such corporations, together with the amounts of such
contributions and the circumstances attending the same.
•'Fourth. To investigate the methods of financing the cash requirement of interstate corporations and of marketing their securities, and the relations of national banks
and others to such transactions.
"Fifth. Said committee as a whole or by subcommittee is authorized to sit during
the sessions of the House and during the recess of Congress. Its hearings shall be
open to the public. The committee as a whole or by subcommittee is authorized to
hold its meetings both during the sessions of Congress and throughout the recesses
and adjournment thereof and in such cities and places in the United States as it may
80519—H. Rept 3593,62-3
12

178

APPENDICES.

from time to time designate; to employ counsel, experts, accountants, bookkeeper,
clerical and other assistants; may summon and compel the attendance of witnesses;
may send for persons and papers; and administer oaths to witnesses. The Comptroller
of the Currency, the Secretary of the Treasury, and the Commissioner of the Bureau
of Corporations, and their respective js.-istants and subordinates, are hereby respectively directed to comply with all directions of the commiitee for assistance in its
labors, to place ai the -ervice of the committee all the data and records of their respective departments, to procure for the committee from time to time such information
as is subject to their control or inspection, and to allow the use of their assistants for
the making of such investigations with respect to corporations under their respective
jurisdictions as the committee or any subcommittee may from time to time request.
"No person shall be excused from giving testimony or from answering any question
or from otherwise disclosing any fact within his knowledge as an individual or as an
officer or director of a corporation, or otherwise, or I'rom producing any book, paper,
or document on the ground that the giving of such testimony or the production of
such book, paper, or document would tend to incriminate him. or for any other reason;
but every person so testifying shall be granted immunity from prosecution with respect
to any matter or thing concerning which he may be interrogated and as to which he
shall truthfully make answer under oath upon such investigation. The Speaker shall
have authority to sign and the Clerk to attest subpoenas during the recess of Congress."

APPENDIX C.
COMMITTEE ON BANKING AND CURRENCY,
HOUSE OP REPRESENTATIVES,

Washington, D. C.
GENTLEMEN: In pursuance of the provisions of resolutions H. R. 405 and 429, relating to pending legislation affecting the national currency and monetary system,
and in order to obtain full and complete information for the purpose of determining
what legislation is needed, the Committee on Banking and Currency as a whole or
by subcommittee is authorized and directed to make full investigation thereof, to
sit during the sessions of the House and the recess of Congress, to compel the attendance of witnesses, to send for persons and papers, administer oaths to witnesses, and
to employ experts, counsel, accountants, and clerical and other assistants.
In furtherance of this investigation you are respectfully requested to compile from
the records of your bank as appears therein at the close of business on April 30, 1912,
and promptly transmit to the Committee on Banking and Currency on the inclosures,
the statistical and general information indicated.
The importance and value of the information requested make it necessary that the
reports submitted by the banks be complete, accurate, for a uniform date, and
promptly submitted. If the blanks do not contain sufficient space for the listing
of all items, additional sheets of the same size should be used and attached to the
proper schedules. The report should be signed and acknowledged by the president,
cashier, or treasurer, and attested by the signature of three directors.
An addressed postage-free envelope is inclosed for the transmission of your report.
Respectfully,

A. P. PTJJO,
Chairman Committee on Banking and Currency.

179

APPENDICES.
COMMITTEE ON BANKING AND CURRENCY,

Bouse of Representatives.

NAME OF BANK.

Location.
SCHEDULE

"A."

Stocks, bonds, and other securities ovmed, as at the close of business April SO, 191t.
[Enter separately all stocks, bonds, and otber securities owned by the bank, including bonds of the
Federal, State, municipal, and county Governments, and the stocks and bonds of other banking institutions, railroad, coal, industrial, and steamship compani s, and public-service corporations.]
[The total of the items listed hereunder should agree with Item No. 3 on the balance sheet.]

Far value.

D e s c r i p t i o n (and
Price paid
method by which ' Date
(see opposite if
acquired—i f n o t acquired. not
purchased).
purchased).

Value carried
on books.

Market value.

•

COMMITTEE ON BANKING AND CURRENCY,

House of Representatives.

NAME OT BANE

Location
SCHEDULE

"B."

Securities purchased from officers, etc., as at the close of business April 30, 191t.
[Securities now owned by the bank purchased or otherwise acquired from any officer, stockholder, individual, firm, or corporation interested in or connected with this bank.]
[The items listed hereunder should also be included in Schedule A.]
Description of
securities.

From whom acDate
quired and
acquired.
how.

Price paid (see
opposite if not
purchased).

Value carried on
books.

Market value.

180

APPENDICES.

COMMITTEE ON BANKING AND CUREENCY,

Buut of Ecpramtatms.

NAME OF BANK

Location
SCHEDULE " C . "
Loans to financial institutions and to individuals secured in whole or in part by stocks of
financial institutions as at the close of business April 30, 191$.
[Loans made to any national. State, savings, or private bank, trust company or investment company, or
individual, secured by stock in financial institutions.]
Date of
loan.

Name of institution.

Amount of loan.

Market value of stock.

Nnmber of
shares hold as
collateral.

i
COMMITTEE OH BANKJNO AHD CDBBENCY,

House of Representatives.
NAME of BANE .

Location .
SCHEDULE " D . "
Syndicate or underwriting

operations.

[Enter under this schedule a list of all so-called syndicate or underwriting operations in which your
bank has takes part during the last five (5) years with a brief description of the securities; total amount
of the issue; the price which the syndicate or underwriters paid for the securities; the price at which they
were marketed and the net profit to the bank. It any stock, either common or preferred, was given to
the underwriting syndicate as a bonus or otherwise, state in detail such fact.)
Description ol
securities.

Total amount
of issue.

Paid by syndicate or underwriter.

Price at which
publicly
marketed.

Net proBt to
the bank.

Further
details.

181

APPENDICES.
COMMITTEE ON BANKING AND COTBENCT,

House of Representatives.

NAME OF BANK

Location
SCHEDULE

"E."

Due to andfrom banks as at the close of business Apr. SO, 1911.
DUE TO BANKS.
[The total of the items listed hereunder should agree with item No. H on the balance sheet.]
Amount.

Name of bank.

Amount.

i
....
i

1
DUE FROM BANKS.
[The total of the items listed hereunder should agree with item No. 6 on the balance sheet.]
Name of bank.

Amount.

Name of bank.

Amount.

182

APPENDICES.

COMMITTEE ON BANKING AND CUEKENCY

NAME O» BANK

Houat of Representative*

Location
SCHEDULE " F . "

Miscellaneous resources and liabilities as at the close of business April SO, 191?.
MISCELLANEOUS RESOURCES.
[The total of the items listed hereunder should agree with item No. 8 on the balance sheet.]
Title of account.

Amount.

Title of account.

Amount.

MISCELLANEOUS LIABILITIES.
[The total of the items listed hereunder should agree with item No. 15 on the balance sheet.]
Title of account.

Amount.

Title of account.

Amount.

COMMITTEE ON BANKING AND CURRENCY,

NAME nr BANK.

House 0/ Hepresenlatives.

Location

SCHEDULE "G."
Officers, directors, and stockholders—Their stock holdings and loans.

Loans to officers, directors, and stockholders, and overdrafts.
Post-oflice address.

Officers, directors, and stockholders.

hares owned.
Amou H.

Title in bank and family name.

Initials.

City or town.

State.

Nuniber.

Dale purchased.

Date.
As maker.

As indorser.

Description of seeurllii's held,
or remarks.

President

%
SI

i
!

00
CO

184

APPENDICES.

COMMITTEE OH BANKING AND CURRENCY,

Bouse of Representatives.

NAME OP BANK

Location
SCHEDULE

"H."

A. JOINT OCCUPANCY:

If another banking institution occupies the same office—
1. Title of joint occupant
2. Is it controlled by or does it control this bank?
3. State manner and extent oi control
4. Has it practically the same officers and clerks?
B. AFFIMATED FINANCIAL INSTITUTIONS:

1. What institutions are affiliated with this bank?
2. Is stock of affiliated institutions owned by stockholders of this bank?
a. If as a corporation, to what extent?
b. If as individuals, to what extent?
3. Does transfer of one stock convey ownership of the other?
4. Is stock held in trust for benefit of stockholders of this bank?
C. How many banks have been merged in your present organization, either directly
or indirectly, by the dissolution of other banks and the purchase of their business and assets? Give the names of these absorbed banks, their capital
stocks, and the dates they were taken over

, of the above-named bank, do solemnly swear
(Cashier, Treasurer, or President.)

that the above statement is true, and that the schedules attached fully and correctly
represent the true state of the several matters therein contained, to the best of my
knowledge and belief.
. . . . . . . . . . . . • • . . . _ . . . . . . . . . . . . . . . . . ,

Cashier.

Correct—Attest:
[Directors.
STATE OP

Us:
County of.

Sworn to and subscribed before me this
day of
and I certify that I am not an officer or a director of this bank.

[SEAi.]

,1912,

,
Notary Public.

185

APPENDICES.
COMMITTEE ON BANKING AND CXTBEENCT,

House of Rtpreseniatwts.

Name of bank..
Location.
O - T o indicate the character of your bank put check mark (V) opposite the appropriate ciass below:
National bank.
State bank.
Mutual Savings Bank.
Stock savings bank.
Private bank.
Loan and trust company.

Balance sheet as at the close of business Apr, SO, 191$.
Resources.

Liabilities.
9. Capital stock paid in

1. Loans and discounts:
(a) Secured by real estate..

10. Surplus and undivided profits

(b) Secured by other col-

11. Due to banks (Schedule E ) . . .

14. Rediscounts

3. Securities owned (Schedule A).
4. Banking house, furniture, and
5. Other real estate owned
6. Due from banks (Schedule E ) . .
7. Cash actually in bank
8. Miscellaneousresources(ScheduleF)
'
Total resources

j
I

15. Miscellaneous l i a b i l i t i e s
(Scheduler)

—

Total liabilities

i
CAPITAL.

[Show all increases and reductions in capital by dates and amounts.]
Dates.

Present capital
Total

Original and increase.

Decrease and present.

186

APPENDICES.
INSTRUCTIONS.

1. Loans and discounts: (a) Secured by real estate. This item should include
mortgages owned.
3. Securities owned: This item should include premiums.
5. Other real estate owned: Under this item should be made to appear ground renti
owned.
7. Cash actually in bank: Entries opposite hereto include:
Gold coin,
Gold certificates,
Silver dollars,
Silver certificates,
Subsidiary and minor coins,
Legal tender notes,
National bank notes,
Other actual cash or currency.
8. Miscellaneous resources: All items appearing in the general accounts of resources
of this bank and not otherwise provided for should be included in this item and the
same listed as indicated in Schedule " F . " Some of the items which may appear
are as follows:
Checks and other cash items,
Exchange for clearing house,
Transit and suspense accounts.
10. Surplus and undivided profits: The amount set opposite hereto should include
accrued interest and any other amount set aside for specific purposes, less current
expenses, interest, and taxes paid. In such States where provisions are made for
guaranty funds similar to those for national bank surplus, such funds should appear
here under.
12. All deposits, except deposits of the Federal Government, be they time, demand,
checking, or saving accounts, should be included hereunder.
15. Miscellaneous liabilities: All items appearing in the general accounts of liabilities of this bank and not otherwise provided for should be included in this item and
same listed as indicated in Schedule " F . " Some of the items which may appear
are aa follows:
Certified checks,
Cashier's checks,
Money borrowed, etc.
And in general: When a general account standing on the books of this bank differs
merely in terminology from those set up in the above balance sheet, the amount ot
such account should be carried to its proper place, if the accounts can be positively
identified with the items on which report is specifically requested.

APPENDIX

Table showing ihara of common stock of the Reading Co. told on New York Stock Exchange, shares transferred on company's books, mid shares listed
on exdmnge each month 1906 to 1912, and also range of prices each month.
March.

April.

May.

June.

July.

August.

Septem-

October.

November.

3,127,710 2,177,320
604,734
162,247
1 400 000
1341
134}
144J
164

2,582,640
165,112

2,712,160
166,813

4,356,350
265,295

3,398,480
282,747

1,958,900
463,307

3,060,900
148,063

6,533,220
206,514

4,287,250
265,222

4,453,630
162,813

125
137

120
140

112
142}

116}
132

129j
144|

1361
1563

138
1561

138}
150}

3,911,615
154,682

5,835,090
228,382

3,529,230
203,978

3,835,800
209,521

2,437,660
182,096

2,131,400
401,230

2,727,720
167,414

2,143,550
149,562

2,494,720
157,799

1,475,Ml
136,560

91
126}

103
114

961
115}

97
1071

1004
lOSj

85i
103}

90}
981

1,882,860
233,688

2,111,690
432,410

3,204,080
138,688

3,655,175
197,720

il2j
122)

121}
130|

120}
137J

January.

February.

December.

Total.

1906.
Shares transferred
Shafts listed 1

5,116,280 43,764,840
267,906 3,150,773
129
152}

1907.
Shares transferred

4,570,475
547,349
119}
13'Jl

3,048,780 38,141,371
195,725 2,734,298

97}

1908.
Shares listed l

3,132,878
177,591

4,055,000
518,608
1,400 000
94J
111

2,448,544
163,646

3,464,250
179,320

2,311,000
162,953

3,983,416
197,382

103|

9«
107J

102}
112

107}
119J

1,897,430
541,S07
1,400,000
13H
144?

1,595,600
92,293

2,251,573
134,086

3,321,850
166,742

2,974,232
243,572

2,460,820
208,019

1,472,590
499,004

3,251,860
184,727

3,423,780
196,952

2,036,390
129,476

2,640,490
153,303

118
134|

121J
136f

134}
148}

143|
159}

147}
158|

153j
162f

155}
166

156J
173}

158
170}

160J
172}

2,838,110
536,933
1 400 000
154
1714

2,918,650
220,311

2,454,000
186,027

2,027,204
162,067

2,219,035
171,271

2,967,510
210,226

2,549,920
477,562

2,225,450
153,885

1,898,700
129,751

2,023,800
123,469

1,911,620
127,867

155)
1721

162|
171}

1561
168!

1321
147}

136*
147{

146
156|

147}
156

2,3:16,900
158,278

131!
141}

2,67'J,7fiO 3S,iW,5.W
20*,t35 2,76X,919
13Ajj
143}

1909.
Shares sold
Shares listed *

2,015,800 29,342,415
331,214 2,881,795
167}
172}

1910.

Shares transferred
Shares listed !
High price

140]
i53ij
158|
166J
Bee footnote on page 188.

2,242,850 28,276,149
173,258 2,672,627
1424

1511
00
-3

Table showing shares of common stock of Reading Co. sold on New York Stock Exchange, shares transferred on company's books, and shares listed
on exchange each month, 1906 to 1912, and also range of prices each month—Continued.
January

February.

March.

1911.
Shares sold
Shares transferred
Shares listed'
Low price
High price

2,502,490
387,680
1,400,000
150}
1588

2,181,940
129,980

1,128,320
107,764

152}
161}

1912.
Shares sold
Shams transferred
Sharon listed'
Low price.
High price

2,252,950
369, !W6
1,400,000
148}
159}

August.

September.

October.

November.

797,950
269,470

2,475,110
165,041

2,888,715
144,122

1,840,400
128,095

2,690,850
161,361

157J
161j

155j
160f

134
144i

lit!

139|

159

2,385,500
142,467

1,245,700
140,443

1,025,225
300,454

1,273,440
105,202

1,546,800
84,695

2,680,690
411,103

1,523,950
70,387

1651

1631
172J

160}
168}

165J
173}

May.

June.

899,700
88,535

1,848,900
158,643

1,443,050
164,054

153|
158]

1491
157

154J
161J

1,599,400
114,275

1,983,590
132,534

2,536,800
427,330

152}
159}

llll

1621
179}

April.

July.

154J

December.

Total.

1,403,500 21,900,525
180,247 2,084,992
146}
154}
20,054,049
2,298,886

168}
178}

1 Of this number the Baltimore & Ohio Railroad Co. and the Lake Shore & Michigan Southern Railway Co. have held 400,000 shares during the period covered by this table,
leaving only 1,000,000 shares actually subject to sale on the New York Stock Exchange.
Ratio of shares transferred to shares sold:
1906
1907..
1U0S..
1909..
1910..
1911
1912
Whole period
Total shares sold for period, 216,644,898.
Total shares transferred for period, 18,592,290.

Ratio of shares sold to shares listed:
0.072
.072
.078
.098
.094
.095
.114

1906
1907
1908
1909
1910
1911
1912
Whole period (yearly average)

31.26
27.24
25.11
20. IMS
20.18
15.64
14.32
22.10

I-"
OO
OO

Ratio of shares sold to shares actually subject to sale
(1,000,000):
1906
1907
1908
1909
1910
1911
1912
Whole period (yearly average)

43 86
38.14
35.17
29.34
28.28
21.90
20.05
30.95

o
S
H
to

• *td « • , 6 ( 55J,Z!0...

CHART SHOWING MONTHLY SALES OF COMMON STOCK OF READINQ COMPANY OH MEW
YORK STOCK

EXCHANGE AS

COMPARED W I T H

NUM8FR

OF SHARES TRANSFERRED

ON COMPANY S BOOKS AND ALSO MONTHLY RANGE OF PRICES FROM 190*

1913.

5
B
!z|
O

o
s
CO

00
CD

190

APPENDICES.

Shares of common stock of Reading Co. sold each day of the IS most active months from
1906 to 1912, inclusive.
Day of month.
1
2
3
4
5
6
7
8...
9..
10
11
12
13
14
15
16
17
18
19
20
21
22
23 . .
24
25
26
27
28
29
30
31 .

January,
1906.

235,800
208,300
106,800
55,000
23,700
90,000
58,200
47,000
47,400
70,100
28,400
37,200
136,400
160,400
186,400
200,100
108,500
220,200
178,800
91,500
167,600
154,700
69,200
151,700
171,200
98,700

May,
1906.
158,300
362,200
174,800
280,400
191,500
324,300
193,200
206,900
87,400
176,900
30,300
143,500
145,900
64,000
244,200
129,500
36,800
52,500
135,800
142,400
248,200
334,700
83,700
158,000
168,100

""""nlioo'

June,
190a.
76,600
24,600
169,900
131,100
80,800
126,300
94,600
73,700
116,300
91,500
83,000
325,900
255,200
103,700
171,500
158,100
16,800
127,900
115,000
55,100
144,000
183,400
181,000
164,000
113,000
64,300

September, 1906.

Oetober,
1906.

November, 1906.

33,100

466,700
347,600
237,500
176,500
180,500
107,500

165,300
366,100
152,800

179,800
157,200
259,200
215,700
80,200
108,700
145,000
128,400
91,100
548,800
332,600
419,900
598,700
559,100
398,200
231,800
89,900
377,100
325,000
300,500
381,100
362,000
247,500

102,200
72,500
91,100
132,400
151,800
72,900
163,100
72,900
96,000
64,100..
255,500
147,800
265,000?
167,400
78,300
162,000
306,200
84,800

176,100
288,400
130,600
208,500
90,700
251,000
174,300
158,600
227,300
857,900
117,900
243,100
172,300
183,200
195,100
122,700
114,900
126,700
163,800
114,600

December, 1906.
14,400
124,100
118,700
223,500
172,600
147,500
39,700
238,600
296,900
155,000
280,400
204,000
102,600
239,100
444,700
521,300
166,200
209,900
226,508
273,100
175,100
218,500
187,600
150,200

125,800
29,600
115,800

87,100

6,533,220 4,287,250
265,222
206,514

4,453,630
162,813

8,118,280
2(7,906

138
1551

1381
150|

129
152)

187,300

MONTHLY SUMMARY.

Shares transferred
Shares listed'
High price

3,127,710
604,734
1,400,000
1341
164

4,356,350
265,295

3,398,480
282,747

iii

120}
146}

142J

136}
15tj

i Of this number the Baltimore & Ohio Railroad Co. and the Lake Shore A Michigan Southern Hallway
Co. hare held 400,000 shares during the period covered by this table, leaving only 1,000,000 shares actually
•abject to sale on t h e ' N e v York Stock Exchange.

191

APPENDICES.

Sharet of common stock of Reading Co. sold each day of the IS most active months from
1906 to 1912, inclusive—Continued.
January,
1907.

Day of month.
1
2
3
4
5
g
7
8
9
jO
U
12
13
14
IS
18
17
18
19
20
21
23
23
24
25
28
27
28
29
30
31

134,700
131,200
152,000
142,100

.
.

160,300
174,900
109,600
193,100
211,600
73,800
i53,500
95,300
191,100
118,800
268,100
223,900

...
. . .
...
. .
.

400,000
172,800
141,500
103,400
139,800
95,000
176,200
272,900
293,600
214,300

February,
1907.

March,
1907.

April,
1907.

268,900
88,100

443,500
140,700

137,800
106,000
136,880
237,520
169,400
86,150

354,900
345,150
700,900
211,000
313,050
81,100

140 200
131,900
183 600
219 500?
228,600
88 800

142,900

240,700
140,200
33,500
324,500
192,500
121,700

138,150
173,440
131,300
59,250
166,100
235,900
106,450
171,980

257,000?
256,200
459,000
371,100

166,500
236,700
182,600
117,100
112,100
107,800
157,600?
142,000
232,700
226,000
113,700

130,700
191,500
142,500
135,100
157,300
123,000

160,566
92,800
143 000
57,800
75,000
17,100
191,300
157,100
245 850
1,258?
93,000
27,100
94,100
176,300

January,
1908.

150,560
114 700
68,600
141 100
147,800
98,200
275,500
302,000
77,400
172,600
163,600
189,100
255,300
216 700
124,300
180,000
312,400
235,800?
147,300
160,900
71,800
164,000
172,200
204,500
116,550?
111,850

May,
1908.
117 300
66,900
92 900
76,600
93 900
156,500
340,900
110,700
153,300
171,900
87,000
262 900
258,300
104,860
165,500
187,100
225 758
183,800?
227,100
136,900
159,300
148,100
179,400
165 800
65,300

MONTHLY SUMMARY.
Shares transferred
Shares listed
High price

4,570,475 3,911,615
547,349
154,682
1.400,000
112}
1191
126|
139J

5,835,090
228,382

3,529,230
203,978

4,055,000
518,608

3,983,416
197,382

103
114

1071
119}

126J

Table showing shares of common stock oj Erie Railroad Co. sold on New York Stock Exchange, shares transferred on company's books, and shares listed
on excftanye each month, 1906 to 1912, and also range of prices each month.
January.

February.

696,885
112,844
1,123,789
461

293,770
57,842

March.

September.

October.

November.

672,750
178,122

611,950
114,834

332,510
82,334

186,765
46,486

171,560
42,396

38*
43$

421

45
49|

43
49

•a

27,860
45,869

68,085
60,348

53,290
72,765

33,086
39,648

12}
IS*

1?!

557,100
138,312

375,790
79,874

April.

May.

June.

July.

291,850
55,357

579,145
95,250

379,270
68,549

279,125
68,757

39J

•8

40
46}

August.

December.

Total.

1906.

Shares listed
High price

252,540
113,262

so|

434,045
87,444
1,123,789

280,110
48,199

674,795
128,049

221,750
98,845

83,580
56,391

52,970
54,437

167,860
60,774

128,750
66,739

321

37}

til

22}

20
26i

20t

18
24

33,950
24,696

79,500
38,549

121,445
58,089

167,000
62,245

114,585
39,225

151,810
52,230

125,510
48,303

832,530
43,692

12
17*

171
23}

17f
23!

19
25J

22$
25

23}
31}

186,550
64,211

139,525
97,873

255,060
64,608

275,280
75,824

347,360
98,994

167,780
37,941

389,035
76,241

283,535
15,272

153,100
54,014

72,300
34,387

90,685
45,920

22|
30

28i
32

31
351

34
39

34
38|

318

31i
35

32i
34J

61,430
{2,044

89,200
52,755

44,770
25,304

29,220
32,260

80,785
51,212

47,665
56,625

46,950
45,119

40,980
4,140

139,530
66,934

45,460
36,000

38,675
31,133

25J
30t

27
31*

26J

231

19*
28}

27*
30{

26J
28}

45}

4,748,090
1,036,033

1907.
Shares sold
Shares listed

2,106,181
808,878

1908.
Shares sold
Shares listed

44,045
35,132
1,123,789

595,550
135,191

1909.
Shares transferred...
Shares listed
High price

361,010
102,479
1,123,789

3,198,915
755,536

si
2,701,220
767,761

1910.
115,820
fit, 533
1,123,789
271
High price

ail

780,385
499,059

Ml.
Shares transferred
Shares listed..
. .
High price

54,510
117,332

34,850
32,894
1,123,789
27J
29*

252,910
81,983

149,035
' 118,461

281
32}

93,616
41,625
1,123,789

87,300
33,240

730,288
133,353

422,750
112,294

193,800
61,987

30}
32

31
38

361
39j

33|
36?

217,850
110,687

245,800
101,169

243,935
21,630

38j

271
36}

97,550
29,455

94,750
3fi,48S)

192.550
68,458

174,435
15,633

160,700
64,135

33|
36

33J
36J

35J
38|

35
38}

33J
38

30i

1912.
Shares sold
Shares trans/erred
High price
Ratio of shares sold to shares listed:
1906
1907
1908
1909
1910
1911
1912
Whole period

4.23
1.88
2.84
2.41
70
1.96
2.08
2.28

130,305
53,957

142,700
73,513

400,436
145,204

Ratio of shares transferred to shares sold:
1906
1907
1908
1909
1910
1911
1912
Wool* period

0.218
384
236
284
664
436
270
303

231,060
66,342

96,850
35,907

31
34J

30
33}

70.592
30,526

Total shares sold for period
Total shares transferred for period..

2,200,241
959,079

2 321). 1 !1
1,27, IU5

18,0.)5,lia
£,44!)..") II

CO
CHART SHOWING MONTHLY SALES OF COMMON STOCK OF ERIE RAILROAD COUP*NY
01* NEW YORK STOCK EXCI;HANGE AS COMPARED WITH NUMBER OF SHARES TRMiSFERRED ON COMPANY'S BOOKS AND ALSO MONTHLY RANGE OF PRICES FROM
1906 TO 1912

• . i————••—

LiM«^Uin»r-SalM w Eich#ng.
Linw—Lsw*i—Stock Tnntfor*
Lina* -Hlali and Lo* PilcM.

2
tr.
y,

a
o
w
en

195

APPENDICES.

Shares of common stock of Erie Railroad Co. sold each day of the IS most active months
from 1906 to 1912, inclusive.
January, May, 1906.
1906.

Day ol month.
1
2
A
4
5
6
7
8
9
10
11
12
13
14
15
13
17
18
19
20.
21
22
2)
24
23 .
^6
27
2S
29
3(1
31

34.400
27.500
20.700
10,200
15,100
29,800
13.200
12.600
8.500
107,300
12,000

. . .

. . . .

58,400
31,700
19.000
18,900
41,800
9,300
17,600
19.300
27.600
20,500
36.300
8,700
22.400
36.000
15,900

15,300
21 600
13,400
11,800
26,000
22,100
31,100
15,600
22,500
29,300
3,700
17,000
11,600
5,000
43,200
10,600
2,500
6,000
28,100
25,700
51.6C1
74,000
12.700
30,900
19,000?
13,200?

August,
1906.
46,000
26 000
25.600
7,100
6.800
12,400
8,000
14,100
6,800
2,500?
4 800
12,100
15,700
7,000
32,200
31,600
62,100
58.200
20,700
22.900
19 800
50.100
42,100
30,700?
25,900
19,200
13,900

September, 1906.

March,
1907.

September, 1908.

2,700

11,600
2 000

15.000?
28,000
33,300
13,700
53,800

26.700
26,600
33,700
39,500
34,800
9,400

35,400
33 000
11,400
14,700

58,700
38,900
25,200
19,900
38,400
23,000
22,100
53,200
32,200
24,100
8,400
3,600

16.700
7,700
30 800
19.000
14,800?
9,900
14,100
11 100
4.SO0
11,000?
55,750
12,500

11,400
13,000
5,600
16,300
21.600
6,200

33,320
22,000
73,700
15,200
14,800

52,600
91,050
85,400
42.750
14,500
24,310
36,000
31,600
34,050
57,400
38 900
47,800
44.000
39,630
33 100
25,800
5,680

October,
1908.
2.800
10 500
9,000
71,700
50,600
47.400
63,400
56,700
9,200
27,150
14 000
20,200
23,700
8,050
5,300
7 100
9.300
IS, 650
25 250
3 700
4 500

9,900
11,100
6,200

8,700
11,200
8 400
5,950
10,700
5,000

MONTHLY Sr/MMABT.

696,885
112,844
1,123,789

579,145
95,250

672,750
178,122

611,950
114,834

574,798
128,049

832,530
43,692

595,550
135,191

46f

381

42|
474

45
49}

ill

23j

196

APPENDICES.

Shares of common stock of Erie Railroad Co. sold each day of the IS most active months
from 1906 to 1912, inclusive—Continued.
Say of month.
1.. .
2

7,410

3.
4
5
6
7.. ..
8 ,

9
10
11
12
13.
14
15
16
17
18.
19.
20
21
22
23.
24
25
26
27
28
29
30
31

10,400
40,500
47,300
19,200
42,100
43,200
99,300
26,100
21,000
5,000

. .

22,100
10,050
11,300
16,670
19,920
5,900

.
.

November, 1908.

17,400
16,975
23,800
. .

9,020
3,000
5,900

December, 1908.
5,250
5,700
4.600
20,100
7 600
24.700
26,200
15,300
8,700
15,300
7,900
39,100
16,400
9,420
14,150
16,100
7,000
26,000
11 200
20,400
4,900

15,900
16 500
4,600
3,600

August.
1909.

36,800
12,710
17,200
5,600
10,500
7,100
12,100
8,150
14.400
21,700
14,300
9,000?
7,400
8,700
10,700
18,700
10,000
5,600
9,700
36,725
22,300
15,900
32,300
4.200
9,400
5,300

June,
1811.
10,200
19,400
25,500
27,250
14,200
30,000
17.900
30.300
10,800
23,200
16.500
9,100
12,400
5,800
4,400
7,950
7,100
4,000
4,700
6,100
12,200
13,700
25,700
20,000
8,200
25,900

March,
1912.
3,300
15,600
22,100
35,800
26,900
32,900
11,550
4,100
11,800
2,250
15,400
65,800
97,800
49,000
59.000
30 800
29 600
18,100
22 400
5,300
28,000
16,000
16,600
22,400
38 300
10,600?

April,
1912.
10,000
9,850
13,600
9,400

15,300
30,900
65 600
76 800
39 000
7 600
15
17
17
12
4
1

800
000
400
900
700
400

8 900
17 300
7 300
6.100
13 950
2 500
11 300
3,600

MONTHLY STTMMAET.

Shares sold
Highprice

557,100
138,312
1,123,789

•a

375,790
79,874

389,035
76,241

400,436
145,204

730,288
133,353

422.710
112.294

31
38

36J
39J

197

APPENDICES.

Shares of common stock of United States Steel Corporation sold each day of the IS most
active months from 1906 to 1912, inclusive.
Day of month.
1
2
3
4
5
i
7
i. .
}
10
11
12
13
14
15
16
17
18
19
20
21
22
21
24 . .
25
20
27
28
29 .
30
31

August,
1906.
150,600
75,000
77,800
34,600
96,300
84,900
34,400
42,600
27 100
15,200

March,
1907.
52,070
21,100
123,100
140,000
227,750
155,400
316,000
128,600
179,000
116,075
285,400
324,700
152,100
97,500

70,900
69,800
21,700
42,100
225,200
150,200 ""'i65,"770'
131,300
82,100
205,700
53,700
135,700
79,800
402,600
87,000
289,400
154 400
209 500
92 400
143 9O0
118,700
141,100
147,600
61,700
91,400
149 600
87,200
54,800

August,
1909.

76,350
106,400
84,000
76,000
93,200
90,500

129,6o6?
73,750
103,400
127,500
176,500
127,400
i39,450
180,760
181,800
189,200
257,200
89,000
137,900?
143,400
208 950
197 200
266,800
113,400
150,700
113,700

September, 1909.

October,
1909.

94,400
138,000
202,765

246,000
125,600

157,183
177,300
167,200
310,700
86,000
126,300
101,800
206,430
259,700
178,500
60,260
130,800
210,000
23S,30O
162,700
119,400
191,300
227,500
258,200
155,502

244,100
427,600
626,100
305,400
309,100
139,600
300,300
262,550
351,000
419,700
165,200
260,500
228,300
292,800
311,640
279,100
173,200
259,650
289,800
277,900
238,900
212,500
50,400

January, February,
1910.
1910.

193,200
274,700
243,800
206,600
246,900
102,700
116,600
160,200?
187,700
320,200
270,900
208,200
289,400
380,100
322,600?
239,800
305,600
267,100
349,400
449,000
239 100
283,900?
196,100
101,900

164,000
209,500
454,600
278,800
100,500
333,200
309,300
220,600
188,700
154,700
143, TOO
127,2(10
98,500
139,800
130,700
85,700
106,200
79,500
81 200
137 300
41 600
104,100

115,400

MONTHLY SUMMARY.

Shares sold
Shares transferred
Shares listed
Low price
High price

3,136,598
1,431,228
5,084,952
39i
471

3,564,805 3,777,615
890,878
858,192

3,848,690
874,439

75J
90J

6,722,779 6,078,415
752,045
879,203

3,680,260
963,693

8l'j
91

75
82J

198

APPENDICES.

Shares of common stock of United States Steel Corporation sold each day of the IS most
active months from 1906 to 1911, inclusive.
March,
1910.

Day of month.
1
2

4
5

!!!!!!""!"!!"!..*!.""]!

. .

7
g
9
10
U
12
13
14
15
16

is"!!!!

I..!!"!!!!!!!!!

19
20
21
S2
23
24
25
26
27
28
29
30
31

134,800
217,300
190,100
114,300
52,100

April,
1910.
56,900
24,000

""ii',m

125,700
1,440
78,300
283,000
181,700
224,000
83,400
212,300?
165,700
241,700 "'239,"356'
50,500
200,900
239,800
158,000
125,825
118,600
157,500
47,500
179,500
132,300
132,800
iei.'soo
55,500
163,200
256,100
92,800
145,000
70,900
225,100
125,700
49,400
63,500
155,900
198,000
285,100
324,900
139,000
183,000
163,400
102,400
170,000
136,000

June,
1910.

September, 1911.

273,800
171,000
334,300
161,200
234,000
244,600
207,410
109,800
115,600
52,300 "
80,700
59,300
68,800
83,000
32,300
27,200
43,600
54,300
90,400
58,700
108,600
35,500
269,300
158,900
215,800
322,300

October,
1911.

53,300

71,000
56,500
56,500
118,950
65,500
165,400
101,830
144,300?
230,800
121,000
70,720
i,"372"
119,900
249,650
572,100
717,800
165,150
401,200
442,200
721,800
590,650
356 400
84,600

164,800
178,400
194,800
130,000
159,700
117,600
113,750
69,500
56,800
73,450
62,800
133,600
116,400
162,700
210,900?
288,800
80,100
118,600
37,200
65,200
135,800
690,300
146,100

November, 1911.
335,000
230,500
140,000
57,300
165,550
183,700
408,900
360,900
125,900
2(1,200
190,800
182,900
169,900
250,800
69,300
163,300?
88,700
76,800
82,200
137,000
35,900
166,700
141,050
144 800

263,700
139,800

MONTHLY SUMMABT.

Shares sold
Shares transferred
Shares listed
Low price
Hif^i price

3,618,885
1,198,321
5,084,952
81*
89|

4,043,560
463,270
791
8s|

3,522,913 5,793,850
475,755
882,510
68)
79|

3,893,935
464,413

4,164,050
867,537

50
62|

I I L I SAIES w

COMMON STOCK or u

EjtohAMat AS cottfAato

STEEL

CORPORATION

WITH NUMBEA O F SHARES Tfams-

BOOKS AND M.GO MONTHLYflANOEOF PH1C($ FHOU
1M«

1*12

Table showing shares of common stock of United States Steel Corporation sold on New York Stock Exchange, shares transferred on company's books, and
shares listed on exchange each month, 190G to 1912, and also range of prices each month.
January. February.

March.

April.

May.

June.

July.

August.

September.

Oelulicr.

November.

1,480,245
340,080

1,435,705
209,514

l,5Xi,58O
251,188

3,130,598
1,431,228

2,001,900
783,573

2,772,01,0
050,277

1,230,074
018,747

December.

o
o

Total.

[<J(Ki.

2,509,500 2,159,94!) l,499,7t.l 2,302,750
251,428
3311,037
478,987
187,190
5,084,952
5,084,952
39
381
42
40!
40}
4I.J
*H

3(ij
42

3'ii
42

1,495,275 1,132,201)
355,002
418,225
5,084,952
31g
31J
35 J
38J
39 jj
443

(i87,int>
445,833

1907.
2,200,785
551,%7
6, 084,952

1,227,028
400, 050
422
41)1

3,5O4,M)5
858,192

1908.
1,221,851)
307,448
5,084,952
25|
31}
1909.
.-hares listed

1910.

074,021
207,198

•M

1,053,412
531,039
28}
30}

1,205,354
313,942

32J
37

1,018,748
479,449

35J
39|

S3
840,205
525,544
%}

3!)f

29J
1,705,150 2,007,939 2,150,227 2,921,730
1,394,218
794,20!) 1,051,900
322,502
947,521
522,374
4l7,21(i
5,084,952
5,084,1152 1,738,71)1
54j
42g
i\\
04
48!
511
64|
55*
49}
53 j
65j

321
40*

39}
47j

Uigh price

1,973,740
844,574
70j
82}

1,312,920
•602,875
74f
791

1,087,880
252,233
72f
78|

2,350,939
709,571
74}

811

1,755,485
411,077
75}
80

45!
50J

454
49J

3»I

1,739,1130
444,805

1,809,322
409,000
44
48

1,404,220
571,141
48}

1,218,901
417,737
45
48|

3,114,041
915,050
47*
583

4(,|!
4'J1
820,001, 17,594,523
475,171 5,007,043
243
28}

828,327
220,222

774
804

1,950,1,7') lS4fi'),!l52
957,3111 1), 249, (,78
51}
50}

2
w

2,158,740 3,777,015 3,848,090 0,722,7?) 2,980,340 2,009,577 34,135,772
890,878
943,815 1,222,300 9,458,019
879,203
874,439
591,500
5,084,952
5,084,952
85 j
763
Mi
07}
73)
81,?
934
945
92?
UOJ
744
781

2,220.7(tS
314,827
5,084,952

47J

1,201), 575 1,420,485 1,172,96X 1,030,100 1,021,024
505,521
321,287
498,553
404,570
312,000
5,084,952
5,084,952
20,'
29}
22}
35}
21?
39
22i
27!
331

0,078,415 3,080,200 3,018,585 4,043,500 2,390,935 3,522,913 3,191,005 2,295,220
4')4,2O1
897,778
903, ()93 1,198,321
882,510
4(.3,270
798,1*2
752,045
5,084,952
5,084,952
5,084,952
79}
75J
81}
08}
81}
75
01}
72?
793
88|
80
82J
91
S!)|

1911

43J

1,300,220 23,478,33')
717,892 0,310,747

3,750,778
857,898

3,310,120 3,110,700 2,503,1,81 39,413,384
375,702 1,039,920
381,585 8,497,194
5,084,952
75J
08!
70
00}
81|
80}
755
70}

1,592,990
249,501

5,793,850
475,755

3,893,935
404,413
50
(i2|

4,164,050
867,537

2,120,439 31,2n5,108
350,228 0,277,810
00}
69|

1912.
Shares sold
Shares transferred.
Shares listed
Low price
High price

2,08fi,650 1,838.428 2,900,275 2,824,050 2,784,407 1,110,780 1,403,300 1,255,809
684,499
810,039
190,223
227,923
000,752
211,152
298,880
30fi,772
5,084,952
71
60
58J
60
071
I>4J
591
75
72
71J
731
72}
(>U
70J

Ratio of shares sold to shares listed:
1000
1007
1908

1909
1910
1911
1912
Whole period

Ralio of shares transferred to shares sold:
1900
4.(,1
1907
3.4li
1008
3. (.3
1909
0.71
1910
7.74
1911
6.14
1912
4.34
Whole period
S.19

0. 209
.319
.348
.277
.215
.201
.211
.251

1,718,250
180,010
71*
801

2,405,149
438,547

1,1)95,000
727,001

22,08S,704
4,077,454

73|

Shares sold for period
Shares transferred for period

184,744,182
46,350,304

A
O

o
m
V

Table showing shares of common stock of Amalgamated Copper Co. sold on New York Stock Exchange, shares transferred on company's books, and
shares listed on exchange each month, 1900 to 191%, and also range of prices each v\pnlh.
January.

February.

April.

March.

May.

June.

July.

August.

September.

October.

1900.
Shares sold
.
Shares transferred
Shares listed '

1901.
Shares listed *

293,398

165,114

w
1902.

94}
1 485,402
1,021,967
678
78

1903.
Shares sold

Bigh price

1,869,647

681,280

587,705

363,039

363,995

1,728,734

103}

99J
128}

90
125

118}
130

109
124^

iib

88}
120

1,058,969

811.436
1

781,134

588,227

263,590

361,751

122J

391,070

62
68}

167,360
66
68}

631

709,650

6
701

63}
68J

65
71J

591,660

960,650

1,434,612

634,735

667,870

835,495

936,926

993,507

1,538,880
62i

664

60
67}

51
S8J

35|
56}

37
521

378
50

507,152

475,480

218,298

624,790

629,324

a a

48|
60i

491
541

51
68i

67}

75j

64|
761

1,142,685

864,612

633,920

1904.
Shares listed i

626,024

750,000

1 538 880
47}
62

1,420,790

Novemlier.

135,382

351,753

93}
99}

89i
961

1,170,332

11
289,815

December.

Total.

487,135

%
084,357

008,902
53j
M ,

1,548,351

575,870

1,522,847

331

42f

35|
3»|

38
62{

602,265

1,320,634

2,032,645

sst

68
81}

62
67i

2,554,980 11,826,038

63
65}

7lJ

7,01h,678

....
11,412.173

2,713,540 11,705.345
68}

S2I

2n
M

1905.
Shares sold

1,363,860

Shares listed >
Low Dries
H itfh Drice

1,538,880
70
771

1906.
Shares soM
Sbanss trffii'sferrod
Shares listed'
Low prict)
Hteli urice

4,212,405
873,1(56
1,538,880
103]
115}

1907.
Shares sold
Shares transferred
Shares listed l
Low prico
TTiVh nripA
1908.
Shares sold
Shares transferred
Shares listed'
Low prico
High price
1909.
Shares sold
Shares transferred
Shares listed
Low price
High price

788,676

1,553,640

2,562,869

76
811

72j,100

1,437,710

922,585

76
84j

77}
841
2,076,145
195,352

1,761,560
556,386

2,865,600
121,008

110}

1)2}
lOlf

103|
111}

794,945
145,360

1,239,486
379,152

80}
871

85|
94

C5
86}

74*}

41?
60f

JOO.709
734 680
44}
62

946 715
138,892

648 028
104,025

477 757
249.500

833 970
109,384

72
80|

1 065,843
325,931

2,450,255
203,353

1,073,610

800,515

1,634,357

814
86}

2,611,795
213,584

2,091,275
648,773

1,175,9(5
101,805

108|
115}

109}
117}

iosj

826,940

82|

ma
1,437,450 30.289,126
198,060 4.165,388

2,832,620
134,383

2,584,201
259,623

3,445,300
783,972

3,194,810
79,270

107
118J

100
109}

100|
115}

2 601 990 1 205 182 3 103,878
104,752
248,641
608,361
1 538 880
108*
1101
115}
121?

1 912,120
555,456
89
99J

51,450
1,261,340
83f
98}

925 645
94,291

1,182 465
157,245

590,300
206,364

1,101,540
86,293

428,195
142,295

678,680
247,193

'si

45}
52?

59}
69J

64J
68}

06*
77|

83?

611 800
284,058

834,613
82,062

806,535
114,965

527,855
222,645

572,296
133,589

619,885
163,413

384,435
253,169

608 844
95,753

73
84|

65
77j

66}
75|

73J
78}

77}
88j

79
85

82}
89}

99S 230
410,531
* 1,550 000

807,175
108,910

854 000
118,961

860,600
276,708

826,810
71,823

1,158,610
160,170

1,045,860
241,280

452,685
74,078

296,695
37,592

485,625
172,370

223,350
45,959

370,220
00,003

60
68

60i
64J

64
7H

ill!

1 177 360
281,283
1 538 879

57J
68$

66}
78}

110J
1)5}

114J
1 661 660 1 683 566 1 701 685
188,738
373,168
191,826

68J

033,525
127,081
77
85

1910.

Shares sold
Shares transferred
Shares listed
Low price
TTieli nrioA

3,867,973 17,543,734

77f
87?

1,079 235 18,979,767
137,243 3,205,946
42
52J
711 775 9,702,430
105,248 1,922,013

•a
ft

75J

7(18. (>50 7 914.4ir.
163.274 2,169,21)3

a
a
ft

91J
8.476. liOO
1.778.3S5

1911.

Shares sold
Shares transferred
Shares listed
Low prico
High price

325,280
108,850
592,375
295,355
382,495
233,490
62,090 3.574,411
288.180
133,445
275,755
404,496
182,600
847,435
13,982
57,456
54,884
52,744
39,180
119,681
56,033
137,462
49,989
101,404
40,370
124,300
1,550 000
C6J
65}
61
44
56}
61|
62J
58|
59|
70J
65
67|
078
59f
641
67*
05»
711
1
Represents stock outstanding. Stock was not on official list of Stock Exchange until Feb. 14,1910.
* Up to Feb. 14, 1910, capital stock was on the unlisted department ol the New York Stock Exchange (1,53K,879 shares), but on said date was listed on the New York Stcjck
Kxchange official list.

Table showing shares of common stock of Amalgamated Copper Co. sold on New York Stock Exchange, sJiares transferred on company's books, and
shares listed on exchange each month, 1900 to 1912, and also range of prices each month—Continued.
January.

May.

June.

July.

1,115,490
378,263

765,320
56,886

510,430
96,544

490,810
229,940

80i
85

79}

81}
88

79|
86j

March.

April.

330,080
41,866

1,244,875
159,794

60
68

67j

February.

1912.
240,605
141,670
1,550,000
61

Shares transferred
Shares listed

67J

R a t i o of shares transferred to slures sold:
1906
1907
1908
1909
1910
1911
1912

Total shares sold, 1906-1912.

811
0.137
1B8
198
274
209
237
231

Ratio of shares sold to s h a r e listed:
1901
1902
11)03
1904
1905
1906
1907

85,628,700.

September.

October.

570,850
78,131

515,310
70,705

90S,100
290,894

82
88?

S4J
9?j

August.

10.58
4.05
7.42
7.B4
11.40
19.65
12.31

November.

December.

to
o

Total.

6,691,870
1,550.693

92j

Ratio of shares sold to shares listed—Continued.
190S
1909
1910
1911
1912
Whole period

Total shares transferred

6.30
5.14
5.60
2.30
4.32
8.05

15,639, 13.

o
M

CHART SHOWING MONTHLY SALES OP COMMON STOCK OF AMALGAMATED COPPER COMPANY
ON NEW YORK STOCK EXCHANGE AS COMPARED WITH NUMBER OF SHARES
TRANSFERRED ON COMPANY'S BOOKS ANO ALSO MONTHLY RANGE OF
PRICES FROM 1900 TO t9t3

•' <

Lln«— Upper—Sala* on Eichf
Line*-Lowor~Slock

Tttntleri

Lmei-High and Low P"ces

a
M

o
03

206

APPENDICtri.

Shares of common stock of Amalgamated Copper Co. sold each day of the IS most active
months from 1906 to 1912, inclusive.
Day of month.
i
2
3
4
o
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31

January,
1908.

157,000
150.100
202 100
219,700
90,600
81,100
92, WO
200,400
136,000
229.300
91,400

159,666
158,400
258,600
263,000
129,100
70,900
73,500
213,100
109,600
119,100
124,100
96,700

February,
1906.
282,000
372,300
116,100
163,000
110,900
98,900
98,900
54,100
74,300

"i96,666
170,800
113,900
127,900
87,300
110,500
85,600
111,300
46,500
17,200
67,600
61,900
.158,400

183,000
195,700
293,000

March,
1906.

April,
1906.

101,600
156,900 ""is3,'ioo'
98,800
140,300
100,800
272,000
96,200
180,900
151,100
109,600
35,500
88,000
165.600
9V00
65,700
170,200
169,200
97,700
75,600
91,100
124,400
91,400
76,600
52,900
30,000
148,300
190
132,700
245,000
150,500
217,200
95,300
146,700
116,100
52,600
72,400
49,700
165,600
16,000
156,100
104,500
160,900
84,500
249,700
132,100
118,600
66.200
69,6OOZ
"i32,'666
52,000
26,000

Mav,
1906

June,
1906.

191,200
303,900
2l>9,700
326,1)00
97,200

26,300
11,300

165,400
141.700
125,100
115.200
133, Sf>0
75,400
188,000
173,400
172,700
144,000
71,400
11,300
2fi,600
30,000
111,400
88,800
89,400
22,400
43,100
21,200

68,300
40,300
82,700
50,300
33,600
47,100
41,200
42,700
125,300
100,600
45,700
77,700
6,100?
44,000
74.500
73,600
60,800
178,000
178,500
178,0007
160,700
124,100
52,700

32,000

August,
1906.
89,800
89,600
128,600
36,700
59,300
42,300
43,100
79,200
3fi,000
41,500
49,100
48,900
57,600
118,700
119,700
107,200

225,9o6
178,700
106,800
172,100
138,100?
70,300
165,400
150,600
151,600
142,800
57,300

MONTHLY SUMMARY.

Shares sold
Shares transferred
Shares listed
High price

4,212,405
873,166

2,832,620
134,383

2,584,201
259,623

3,445,300
783,972

103}

107
118i

100
1094

100}
115}

116}

3,194,810 2,076,145
195,352
79,270
96

iio|

2,865,600
121,008

io3J
111*

207

APPENDICES.

Shares of common slock of Amalgamated Copper Co. sold each day of the IS most active
months from 1906 to Wit, inclusive.
Day of month.
1 . ...
2

42,300

3
6...
7 .
8
9
in

78,100?
157,200
233,000?
119,900
46,200

ii
12

13 .
14
15
16

17
18
19
20

21
22 . . .
23
. .
24
21
26
27
28
29
30
31

September, 1906.

106,000
91,200
77,800
140,800
113,100
43,200
216,400
125,600
141,100
58,000
106,500
30,600
107,100
169,900
160,400
164,900
143,700
45,000

October,
1906.

December, 1906.

72,000
84,000
31,700
45,700
88,500
52,600

18,000

100,700
70,900
80,100
61,200
44,000
28,400
43,400
69,400
130,600
208,600
177,100
90,200

136,666
100,200
55,200
113,800
S6,700
20,000
28,500
16,400
26,000

78,300
60,200
64,500
48,500
38,100
13,500
53,100
90,100
78,500
81,100
96,000
33,500
61,600
86,600
116,000
48,600
40,700
30,200
59,600
54,100?
66,200
45,700
23,300

January,
1907.

38,900
99,700
143,800
156,000
138,200
124,700
61,100
63,200
87,500
50,800
87,500
62,900
184,700
173,800
206,700
92,900
132,100
92,700
56,200
50,100
74,700
73,100

40,600

95,000
85,200
104,100
87,000

March,
1907.
88,250
20,400
96,700
154,882
199,950
90,300
145,200
70,100
84,150
60,020
216,760
260,825
2,147,005
103,700
125,260
192,700
111,170
60,050
79,200
72,221
192,500
161,700
117,100
70,700
88,600

April,
1907.
136,320
121,900
38,010
101,700
117,000
80,300
101,400
103,550
114,100
90,700
84,300
54,100
89,950
70,060
77,800
24,650
22,450
12,100
66,610
67,610
54,000
30,100
24,420
15,150
34,825
54,200

MONTHLY SUMMARY.

Shares sold
Shares listed

2,611,795
213,584

2,091,275
848,773

1,437,450
198,068

2,601,990
669,361

1081
115*

100J
117J

1101
115}

HCf
I21J

3,103,878
248,641

1,912,120
555,456
89
99J

208

APPENDICES.

Shares of common stock of Union Pacific Railroad Co., sold each day of the 13 most
active months from 1906 to 1912, inclusive.
Day of month.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31

January,
1906.

129,500
115,000
209,000
243,700
205,700
141,000
168,000
133,800
294,200
214,300
69,000
...
141,700
103,700
266,700
109,700
156,700
57,500
120,100
199,300
384,700
224,100
112,500
42,600

. .

February,
1906.

March,
1906.

226,000
262,400
145,500

127,300
142,900
88,000

146,500
118,600
123,100
150,700
142,300
50,300

157,700
101,400
69,500
96,200
117,500
51,600

107,800
177,000
155,800
156,000
119,000

71,100
59,100
58,300
34,600
31,100
8,800

113,600
107,800
121,700
128,300
87,200

i6O,666

144,300
236,600

184,200
243,500
184,900

51,200
42,000
50,600
48,800
76,100
20,400
50,100
57,900
73,900
101,400
126,600
82,600

116,800
135,600
149,200
104,700
154,000
58,400
135,000
199,500
175,000
113,700
52,700
58,200
84,700
104,300
194,200
238,000
158,000
55,200
153,200
193,400
142,700
205,700
274,500
148,800

May,
1906.
209,100
298,000
163,700
164,900
162,200
118,800
156,400
178,000
154,800
167,700
37,600
116,000
172,000
90,600
71,900
62,100
11,000
30,400
30,500
68,700
56,000
81,200
17,400
26,500
22,900

"so,'666"

August,
1906.
156,400
245,000
138,300
37,400
100,400
64,200
74,200
100,100
84,300
38,000
88,800
60,100
217,100
291,900
582,200
252,100
290,100
166,100
182,700
118,500
233,100
149,300
166,000
245,400
241,800
354,100?
180,700?

March,
1907.
98,360?
36,700
146,225
187,700
227,300
213,400
301,200
105,600
135,600
123,300
439,500
369,250
225,700
96,000
157,700
208,850
150,900
500?
106,600
105,100
15,500?
126,200
159,450
121,900
119,200

161,900

MONTHLY SUMMARY.

Shares transferred
Shares listed

April,
1906.

4,560,365
1,886,209
148
160}

3,238,631

iisj
158j

2,613,840

2,019,451
1491
157J

3,579,954
144J
159|

138J
151|

4,881,650 4,203,735
153
191}

i, 954,791
120}
171}

'209

APPENDICES.

Shares of common stock of Union Pacific Railroad Co., sold each day of the 13 most acliic
months from 1906 to 1912, inclusive.
Day of month.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
2S
29
30
31

. . . .
. .

April,
1907.

May,
1907.

May,
1908.

143,000
125,200
124.900
155,250
184,100
635?

123,400
25,770
181,900
73,800

121,700
71,900

i67,420
148,425
79,050
276,100
194,870
26,500

124,300
196,500
138,100
188,900
171 SOO
138,000

. . .

. ...

...

. ...
. ..
. ...

132,900?
127,250
186,400
83,000
90,400
36,900

191,750
106,200
166,000
58,700
37,100
26,400

148,700
211,000
180,800
100,875?
117,000
31,300

132,860
207,770
198,350
137,800
119,900
44,700

150,050
118,900
112,500

188,740
216,010

115,690
70,800
130,900
101,500
159,000
62,000
123,200
111,920
132,100
127,500
170,700
84,200
186,550
227,400
243,437
216,500
221,750
187,100
200,200
184,700
178,100
121,735
74,320

57,600
73,200
71,000
28,400
35,500
63,200
82,600
61,250
90,400
21,200
215,300
91,300
181,450
174,600
189,500
189,600
218,300
63,200

"i3i,655
107,800
200,700
243,900
238,800
122,400
184,400
68,100

81,150

. . . .

August,
1909.

August,
1911.
21,950
"4,950
71,200
112,800
90,900
93,300
140,000
125,900
190,900
163,100
158,600
i64,400
100,500
217,300
20,800
96,900
42,500
144,860
155,700
75,260
148,450
122,500
49,600
95,400
84,282
91,100
53,600

September, 1911.
38,950

50,800
77,900
105,200
144,050
74,800
161,400
96,300?
143,525
171,900
99,300
58,500
100,500
71,880
123,250
151,700
148,300
57,800
277,466
179,200
279,500
242,400
125,100
43,400

MONTHLY SUMMARY.

Shares transferred
Shares listed

3,660,950

8051&—H. Kept. 1093, 62-3

3,508,127

1,954,799
132}
1485

3,661,844

1,954,899
i3i§"
1344
1511
1501

3,418,282

3,088,520 3,068,53

iswj'

iwj'

iMj"

219

189J

170J

liable showing shares of common stock of Union Pacific Railroad Co. sold on New York Stock Exchange, shares transferred on company's books, and
listed on exchange each month, 1906 to 1919, and also range of prices each month.
January. February.

March.

April.

May.

June.

July.

August.

September.

2,019,451

3,579,954

2,613,840

1,974,795

1,789,759

4,881,650

2,930,950

October.

November.

December.

Total.

1906.
4,560, 365
1,880,20!)
14S
11.01
1907.

3,23S, 631

iisj

149}
157}

144J
159|

158f
4,203,7J5

2,58'J, 315
1,954 7'.ll
183

2,055,370
1684
177i

iaij

17U

3,660,950
1,954,71)9
1323

14»f

138*
151}
3,508,127
131|
IJOI

1414
153
1,971,095
12SJ
139}

13M
152|
2,660,080

issj

148

153
1913
3,066,520
i20S
144J

2,851,760

1,954,791
181*
180i
195|
191}
2,465,985

2,871,975

1,954,899
125S
100
134J
12'J]

2,896,175
1791
1902
1,494,438
lOhJ
1101

2,643,600 35,98O,»,iO
177}
188}
1,652,599 32,200,189
113}
120J

190S.
1,865 40S
1 954 899
116J
128|

1,530,318
1101
123J

2,983,630

iioi
129

2,135,560
1238
13SJ

3,661,844
134!
151}

2,568,770
1411
150

2,401,105
145
155J

2,691,195
1541
164}

2,340,310
1493
1681

2,957,SS8
1584
173J

3,218,786
172*
I Ml

2,567,540 31,422,384
174}
184j

1909.
1,747,950

M wires sold

2 101 045
1758
184}

1,274,060
172}
181}

1,570,486
173*
185}

1,982,720
184|
189j

1,487,470
186
190|

1,963,670
1871
195

1,320,125
193
201J

3,418,282
194 i
219

2,358,185
193J
2101

2,244,475
197
2093

1,138,025
199}
203

900,650 21,406,0'IS
197f
204}

1910.
Shares sold

High price

2,231,105
1831
204]

1,688,120
178}

188)

1,540,902

isij
193}

1,431,285
1774
189|

1,258,970
1758
186

1,997,600

i.wj
178J

2,210,900
152J
163i

1,728,910
157J
171J

1,066,825
162}
ltiTj

1,653,610
lttlij)
177

625,022
172
179

1,337,300 18,768,459
165J
172

a
a
O

1911.
1,078,075
Shares listed

1912.
Shares sold
Shares transferred
Shares listed
Low price
High price

2,165,797
169}
178i
1,648,025
120,4m
2,166,452
161J
174i

Katio of shares sold to shares listed:
1906
1907
1908
1909
1910
1911
1912
Whole period

912,050

742,370

i74J

1811

934,680
226,321

489,010

2,165,797
173J
iroj
177}
178i
1,076,812
169,491
163!
172}

160
Hit}}

18.91
16.47
16.07
10.13
8.93
6.86
4.22
11.45

986,344
100,799
170J
175}

2,166,298

irei

183|
190}

186
864,975
286,254
166J
173}

795,770

983,900

1,180,625

issj

1921

1893

398,420
78,218

583,lilO
71,521

166i
171|

IMS
170J

Ratio of shares transferred to shares sold:
1912

3,088,520

647,100
91,122
1 li'jj
1741

3,068,530

1,451,450

2 166,4J2
153J
IMi
1044
17OJ
624,195
96,261
167
176J

767,925
89,407

2,O«5,670
1B4J
178|

171,954

1,020,210 14,876,180
KiUj
175!
9,160,150
1,470,839

1675
175j

Total shares sold for period

163,814,396

0.180

I
s

to
I—"
to

CHAMT SHOWNO MONTHLY SALES OP COMMON STOCK OP UNION PACIFIC RAILROAD CO.
TOOK STOCK EJtCIUNOE AS COMPARED #11H NUMBER OP SHARES TRANSFERRED
ON COMPANY'S BOOKS AND ALSO MONTHLY RANOE OF PRICES FROM 1906 TO 1913
LlMa-Umr-Srim f t
UA«t-LB.M'SI<K, TianfHi
Uim—Hleh and Low Prl

>
IS

o
w

213

APPENDICES.

Table showing shares of common and preferred stock (voting trust certificates) of California
Petroleum Co. sold on New York Stock Exchange, shares transferred on company's
books, and shares listed on exchange for the month of October, 1912, and also range of
prices each month.
COMMON.

Shares sold
Shares transferred—
Shares listed
Low price
High price

362,270
92, 275
105,729
r
H
72j
PREFERRED.

Shares sold
Shares transferred
Shares listed
Low price
High price

38,875
69,334
101,000
90$
95J

Table showing shares of common stock of Mexican Petroleum Co. sold on New York Stock
Exchange, shares transferred on company's books, and shares listed on exchange each
month from April to October, 1912, and also range of prices each month.

Shares listed
High price

April.

May.

205,550
152,729
121,849

207,480
41,094

62J
72

June.
41,400
16,318
69|

July.
24,600
68,669
121,849
67
70|

August.

119,370
13,713

67J'
78|

September
202,400
28,889
77"
84}

October.

253,516
41,607
121,849
821

90J

214

APPENDICES.

Shares of common stock of Columbus & Hocking Coal & Iron Co. sold each day of the IS
most active months from 1906 to 1912, inclusive.
Day of m o n t h
1
2
3
4
5
0
7
8
9
10
11
12
13
14
15
16
17
IS
19
20
21
22
23
24
2.5
26
27
2S
30
31

January,
1906."

400
100
700
200
100
1,000
700
100
300
600
. . .

13,700
1,900
2 900
13,000
4,000
1,300
1,500
1,600
1,500
700
13,600
60,000

11,600
2 700
1 600

3," 656'
1 500
3,000
300
100
800
600
700
1,600
1,300
400
2,400
1,700
2,200
200
300
900
400
400

16,200
5,300
9,200

...
MONTHLY

February,
1906.

April,

woe.
2 200
19 800
9,700
1 000

l'goo

600
700
1,400
700
1,400
200
100
1,000
1 000
400
700
1,500
600
1,400
900
200
2,600
700
800
1,100

November, 1906.

December, 1906.

200
100
200

1,200

ISOO
100
1 000
100
800
200
600
400
200
600
9,900
5,500
12,300
4,800
35,900
8,000
i7,300
5,800
1,800
3,300

1 900
3,000
1 500
1 700
3,600
1 000
1.000
2 000
2,900
2 400
bOO
200

3,000
1,000?
4,500
1,800
400
1,000
SOO
700
300
400
200

March
1908.

900
1,000
3,670
700
1 600
400
5,210
1,200
1,700
200
900
300
2,100
3,200
3,400
2,600
1,300
1 210
700
600

100

600
100

37,085
7,755

32,340
7,369

SUMMARY.

110,525
11,459
69,256
17*
26J

41,125
8,161
191

2<sf

58,035
40,134
18J
26

107,430
14,810
19J
30J

25J
29}

l*i
21

215

APPENDICES.

Shares of common stock of Columbus & Hocking Coal & Iron Co. sold each day of the IS
moat active months from 1906 to 1912, inclusive—Continued.
December,

Day of month.

1908.
1
2
3
4
5
t>
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
2(5
27
28

5 bOO
6 30U
j,200
11,400
3,900

. .

2 000
'o00
5,2oO
2,900
2,500
2 000

. . .

1
1
1
1
1

. .

30
31

300
600
900
500
500
910

600"'
3 000
700
200

March,
1909.

370
820
0,400
2,425
2,300
3,000
9,700
3,030
6,000
9,600
12,250
4,500
9 650
8 250
3,500
8,400
3,100
1,900
4 700'
7 200
9,700
6,585
4,100
3 000

1 000
3O0
500
350

3 600
3,500
5 500

62,375
12,623
69,256
241
27J

143,490
28,046
«9,304
24
451

Jane,
1909.

May,
1909.

April,
1909.

1,325
1,700
1,000
5,400
6,700
2,100
5,800?

2,400
2,000
5 800
2 500
3 230
1,600
2,800
4,900
1 500
1 000
2 S00
4,700
3,500
1 300
6,450
3 850
2,100

bbO
900
700
2,300
1,100
1,700
700
1,100
300
200?
200
2,400
500
2,100
9,000
900
1,400
1,450
1,000
2,736
800
1,400
400
400

August,
1909.

500
900
200
500
100
800
400
400
8,550?
3,700
400
2,300
800
2,000
1,800
1,400
700
1,100
300
200
300
3O0?
300
200
300
400

1 300
200
1,200
2,200?
3,400
2,200
4,500
300
2O0
900
900?
600
100
1,200
900
400
500
300

January,
1910.

300?
1,100
800
300
200
300
200
300
100
1,100
1,600
•100
800
3,100
30,715?
19,400
6,900
1,100

100
600
300
900
600
400

2,600
1,200
4,300
1,180
200

1,900
1,700

550

MONTHLY SUMMARY.

Shares transferred

75,345
27,Ot56
43J
64!

35,546
8,454
625
65j

29,785
4,401
62
671

30,200
4,075
64
731

92,500
21,591
69,896

Table showing shares of common stock of Columbus & Hocking Coal & Iron Co. sold on New York Stock Exchange, shares transferred on company's
books, and shares listed on exchange each month, 1906 to 1912, and also range of prices each month.

to
I—'

1906

Shares transforrod

41,125
8,161

9,050

58,035
40,134

18,600
3,923

19|
26|

19
21

181
26

17
21i

12, 4M)
4,505
69,250

7,005
6,525

23,462
6,231

18,170
3,462

6,460
1,646

22
25

20
25j

25
28|

211
27?

7,5(10
1,155
69,258
18*
17}

1,100
1,689

32,340
7,369

9,720
2,245

1909

20,325
10,151
69,304
24}
28

8,650
4,611

1910
Shares transferred

92 500
21,591
69,896

l/ow price

'21
92*

15,580
2,623

8,200
2,060

October.

12,691
997

5,600
1,635

19,020
3,580

18*

17}

19?

17|
21{

August.

November.

107 430
14,810

1 Vcembcr.

37 0S5
7,755

3,710
800

3,040
570

5,160
5X5

3,730
980

6,850
900

2,120
1,8SK)

8,915
3,020

24}
25$

191
24}

20j
24i

15}
22

15
19

14
19

29,390
3,549

4,410
765

U,600
1,297

16,320
5,351

600
1,705

6,320
1,064

27 380
3,000

62 375
12,023

17J
19*

17}
24

20
23

204
23 j

19
20}

19}
25

241
27*

143,400
28,046

75,345
27,066

35,546
8,464

29,785
4,401

11,700
3,065

30,2(K)
4,675

25,875
5,313

9,635
3,136

20 9N0
4,14a

2 5 .'{6.1}

21}
25i

24
45J

«1|

62}
651

62
67i

62f
66|

64
731

72
81

78}
81

7»i

881

yij

8 650
9,300

3 960
3,550

2,455
3,735

2 225
3,264

820
2,360

800
944

1 950
1,328

2 150
1,264

9 830
3,954

200
80

104

7
13*

61
10

1908

High price

July.

June.

May.

110,525
11,459

a>8

Hhuros listed

April.

February.

<>!), 260
I7J

1907
{Shares s o l d . .

March.

January.

September.

15
16*

13}

2lj

Total.

442 S41
97,137

25}
21)|

17,217

4
S

101,082
30,874

208 955
41,881

436 8(H
120,277

51,474

3
O
t—t
o
w

1911
Shares sold..
Shares transferred.
Shares listed
Low p r i c e . . . . . . . . .
High price

100
200
69,908

600
20

1,000

2
2

;JUI

Ratio of shares sold to shares listed:

Ratio of shares transferred to shares sold:
190G
1907
>!*»
1909
1910
1911
1912
Whole period

i (.mi

0218
305
200
27i
409
187

1906
1007
1908
1909
1B10
lflll

Whole period

6.39
1.46
3.00
6.29
1.80

Total shares sold for period
Total shares transferred for period

1,317,014
341,043

3.78

269

t—»
oo

CHART SHOWING MONTHLY SALES OF COMM6N STOCK OF COLUMBUS d HOCKINO COAL A IRON CO
ON NEW YORK S I OCX EXCHANGE AS COMPAHEO W I T H NUMBER OF

SHARES TRANSFERRED

ON COMPANY & BOOKS AND ALSO MONTHLY HANQE OF PRICES FROM

, .,.,,-

U M » — U E P M - 6 » ' « or. dctikng*

w
a
c
w

Table showing shares of common stock of Brooklyn Rapid Transit Co. sold on New York Stock Exchange, shares transferred on company's books, and
shares listed on exchange each month, 1906 to 1912, and also range of prices each month.
January.

1906.
Shares sold
Shares transferred
Shares listed
TJOW price
iJich nriee

February.

1908.
Shares sold
Shares transferred
Shares listed
IJOW price
J flirt) Drice
1909.
Shares sold
Shares (T&n&forrcd
Shares listed
Low priro
High price
1910.
Shares sold
Shares transferred
Shares listed
X*ow price
High price

438,200
39,129

266,377
36,579

343,270
48,463

335,315
29, MS

741
81

75
82J

761
80f

761
811

177,980
21,378

228,344
41,198

141,164
14,914

330,290
46,466

129,213
44,318

272,083
40,901

554

37t
57J

421

eoj

29
481

321
41j

June.

July.

783,325
56,761

988,105
65,072

629,415
40,032

652,170
32,377

412,219
45,200

72J
89j

72
84J

71
78|

August.

689,862
611,510

848,795
24,157

97,030
30,341

327.838
78,073

354,645
48,117

102,350
37,919

131,130
31,144

711
83J

69
75j

45J
70j

53
631

48
621

48
56J

363,677
34,250
450, OIK)
38|
47J

240,500
57,353
450,000
37J
46J

331,468
51,710

186,930
40,752

384,560
40,945

92,080
23,799

159.870
33,957

291,960
39,098

139,555
35,568

77,000
16,158

100
27,823

SOI,715
68,04»

44»
48?

451
54

44?
50J

474
53}

44
55J

46*
50|

481
5»i

541
69J

515 630
4.5, OK)

412,530
227,516

324,885
211,859

285,470
98,153

141,193
103,537

163,300
107,807

55,580
17,619

168,905
46,267

173,675
88,973

96,215
35,115

92 257
56,986

188,490
14i,.)42

07
72i

671
72J

70
76J

75
79j

78
81|

75J
81|

74
81i

744
79

77s!

146 512
15,851
450 000

119,022
68,493

176,520
118,055

313,390
57,801

290.489
88,557

206,340
113,302

158.555
38,028

80,450
47,234

71.664
63,742

126,570
30,964

69,120
40,624

45,950
62,112

74*
82

71
80J

70J
78|

73
77j

73
774

761
79J

75
78J

76j

54,375
72,407

30,573
16,607

116,590
52,865

109,141
76,899

136,412
36,692

69,050
45,638

48,600
60,014

24,640
19,722

78,870
25,990

20.595
45,061

78t
Bll

79|
83

SO
84|

74J
blS

72
77

73i
75i

745
791

75i
77J

December.

November.

May.

421,345
93,172
450,000
781
88j

1911.
Rhftrp.n sold
Shares transferred
Shares listed
Low twice
High price

September.

October.

AprU.

855,OSS
21,236
450,000
85j
84j

1907.
KVmrpq sold
Shares transferred
Shtirob listed
I-*ow price
High price

March.

83,961
15,513
450 000

87,675
50,741

75j
791

Total.

6,814,748
5S3, )4ci

Kt
3,140,81)2
458,923

2,829.415
469,4I>1

o
o
w
2,618,1)0
1,182.807

l,804,.')K2
745,303

860,482
518,149

1—'
CO

Table ihowing shares of common stock of Brooklyn Rapid Transit Co. sold on New York Stock Exchange, shares transferred on company's books, and to
shares listed on exchange each month, 1906 to 191%, and also range of prices each month—Continued.
to
January.

February.

March.

May.

June.

July.

68,685
25,641

177,020
42,481

118,425
78,685

146,755
31,236

82}
84$

815
90J

86J
901

91
94*

April.

September.

October.

November.

50,675
25,249

42,4«5
59,545

35,875
18,428

50,420
19,097

91}
938

88*
92

89
92J

August.

o
December.

Total.

1912.
Khares transferred

73,065
16,036
450,000

12,885
14,453

Ratio of snares sold to shares listed:
H«H5
1!K)7
1S108
1009
1910
1(11
1(12
WhoUptriod

110,165
67,751

15.14
6.99
6.29
5.82
4.01
1-90
1.94
«.O1

Ratio of shares transferred to shares sold:
1906

0.085

1907

146

1908
1909
1(10
1911
1912
Wbol« period

165
4*1
413
602
443
229

Total shares sold for period
Total shares transferred for period

876.435
338,002

18,944,634
4,346,501

CHART SHOWING MONTHLY SALES OF COMMON STOCK OF BROOKLYN RAPID TftAr^SIT COMPANY
ON NEW YORK STOCK EXCHANGE AS COMPARED WITH NUMBER OF SHARES
TRANSFERRED ON COMPANY S BOOKS AND ALSO MONTHLY RANQE OF
PRICES FROM 19OS TO 19'?

to
10

222

APPENDICES.

Shot es of common stock of Brooklyn Rapid Transit Co. sold each day of the 13 most activt
months from 1906 to 1912, inclusive.
Day of month.
1
2
3
4

January,
1906.

10,010
11 tibo
9.t)00
6 600
4.400

6
S
9

i8.700
14.900
10.900
16.400
17.500
7.900

10
11

12
13
14
15
16
17
IS

20
21
52
23
24
25
26.
27
28 .
29
30
31

74.500
36,000
14.400
9 700
39.200
10,400
16 500
50,100
69, liOO
105.000
51.200
32,700
69,400
43,t.00
19,900

March,
1906.
19,500
21,000
5,300
28.000
18.200

n.oon

10.100
57,100
20,000
41,000
55,500
47,300
35,700
17.800
3,900

32,500
15,700
17,500
6 000
7.100
4.200
14,800
26.000
45,700
18,000
59.200
17,100

April,
l'JOG.

19,000
41,700
21.400
22,400
29, fiOO
10,200
27,900
25.400
34.200
29,100
33.200
10,000
17,200
13,200
46,400
38.500
30,100
6,100
38,400
48.700
2b. 800
39.S00
54,400
23,000

May,
1H0O.

June,
1906.

TS.tiOO
80, MJO
34 000
55,000
33.300
5li 100
>4 MO
5Y4O0
44. BOO
49. tiOO

19,100
fO 200
40.700
52.0U0
40 700
27.100
5,300
11,600
23 300
58.100
21.200
24,900
6,300
13.700
13,500

40,100

6.400
6,200
35,800
29,400
13.SO0
35.100
11.300
5,400
9,800
15.000
45.200
29 800
28 200
11,000
26,700
33,000
17,(00
27,700
19 000
26,400
30.800
31.400
34.bOO
30 000
27,700
S.bOO

14,700

July,
1906.

26,000
31 100
28 100
34.200
9,400
23,400
15.900
12.400
32,000
20 900
9 100
21.900
9 SOO
30.300
11,500
27.300
19,100
4S.700
55.300
34 000
23 000
39 000
8 200

"i9,'366"

August,
1907.
6 035
510
1 100
4,500
10 200
14.000
12,800
5,900
6,000
9 490
15 185
11 1-50
H> 830
10.365
6 700
15.010
21.629
6,320
8 425
2,650
1 950
2 100
600
4 310
8 600
18,170

MONTHLY SUMMABY.

Shares listed
High price

855,085
21.236
450,000
854

94j

089.862
69,510

783,325
56,761

988.105
65,072

629,415
46,032

652,170
32,377

228,344
41,198

72}
89j

73}
85J

37J
57J

223

APPENDICES.

Shares of common stock of Brooklyn Rapid Transit Co. sold each day of the IS most active
months from 1906 to 1912, inclusive—Continued.
Day of month.
1

January,
1908.

2
3
4
5
6

8.205
IB.720
6,570
9.0S0
5,020
0.625
26.030
22,000
9.400

8
9
10.
11.
12.
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
2S
29
30
31

12 31.0
14 025
20.700
17 955
23,4S5
14,900
.

...

19.125
17 015
14,0*5
5,827
2.820
1,100
10.570
24.905
25,220
13 610
8.625

May,
1908
2.025
1.770
2.460
6,900
4,000
6.830
14.90O
6,200
44.350
30.925
<t 720
24 060
12.120
9,700
16.075
39,750
23.860
15 650
12,925
9,000
17,510
10,050
27,900
8.780
4,800

December,
1908.
20,800
5,800
3,900
5,400
5.SO0
11,630
2,300
21,300
31 6S0
24.600
11.200
11 450
8.600
9,650
11,650
21.200
19 (>00
34 500
49,250
77,800
70,560

"29,900
23,570
19 545
9,640

January,
1909.

22,700
50,800
24,200
32,950
15,900
21,420
22,700
18,900
40.600
23 725
24 050
10,850
25,050
37,750
12,000
12,700
7,800
3,900
2.600
5.650
4,800
12,700
34,075
21.045
14 600

February,
1909.
9,050
28,510
7 "HO
7,300
65,350
8,300

March,
1909.
20,790
34,750
22 300
17,275
10,800
2,800

15,691
3,200
4,000
7,500

4.800
7,030
9.S50
6,000
7,600
1 850

37,800
16,040
8 025
18,075
7,140
8.700

2,600
3 980
8 900
11.250
2,770
2,150

40.270
23,625
31,400
3.150
11,900

3,300
6,950
5 fOO
2 100
2,500
7,200
38,800
48 835
37 750

MONTHLY SUMMARY.

Shares listed
Low price
High price

363,677
34,250
460,000
388
471

384 560
40,945

561 715
68,048

515,630
45,683

54J
69}

72i

412 530
227,516

324 885
211,859

72i

70
761

Table showing shares of common stock of Rock Island Co. sold on New York Stock Exchange, shares transferred on company's books, and shares listed on to
to
exchange each month, 1906 to 1912, and also range of prices each month.

1906.

1907-

Hich Drice
1908.

January.

February.

193,631
46,800
894,275

220,690

241
28}

212,430
32,771
896,735

116,918
34,554

30}

231
27J

28,700
10,943

\n
1909.

182,490
35,194
898 2H2

234
28§

1910.

Shares listed
High price

1011.

Shares listed
High p. ice

47,903

712,727
204,800
900,859
38|

57J

March.

108,260
29,503

April.

116,120
31,354

July.

August.

September.

October.

November.

67,960
26,231

80,780
26,746

68,650
25,605

273,834
42,717

89,300
31,967

363,350
45,103

512,150
48,600

166,698
78,902

2BJ

234

23*
26|

224
25]

251
29}

261
281

26f
30}

27J
32j

28}

69,480
44,350
896,024

46,915
22,592

92,115
22,408

59,885
29,372

29,600
12,719

31,156
33,310

90,757
49,011
896,024
124
19

38,850
45,330

18]
22?

53,475
19,750
896,024

20,203
20,872

55,200
25,979
897,337

159,946
28,346

153,415
37,412

24?

22
251

469,325
72,549
899,648

265,330
49,211

1,103,955
303,946

'31

IS!

39,490
16,115
897,337
15J
18

119,920
41,578

61,460
28,750

14i
19

17
20

605,625
96,622
899 214

513,956
125,453

249,975
77,758

37
42|

36
404

354

381

394

39]

41!

41$

99,850
37,089

233,750
33,668
907,421

178,999
27,709

89,151
25,576

45,840
29,509

37,323
14,158

64,440
40,628

10}
13]

11
15J

13}
16}

15i

63,410
27,835

77,765
28,191

452,995
64,002

568,180
161,802

499,375
124,126

22
25i

24{
29J

28J
34

29
34}

321

347,570
106,305

270,085
34,968
906,183
4U
49]

223,630
55,898

269,400
42,382

35'J, 550
58,083
907,421
22!
33|

251,371
82,391

56,820
24,065
908,742
30}
331

176,100
67,445

57,450
30,124

36,925
20,673
908,742

241
31*

22]

533,106
99.297
39
50{

1«I

111

30J
41J

274"
34

32J

46
132,900
20,491
907,421
29f
331

96,880
23,963

29J"

331

40,175
27,313
28§"
30}

29,400
8,940
908,189
27}
29}

28,260
132,910
29"
33J

164,800
48,821
32"
341

25i

Total.

2,261,421
481,491

32J

171
2l|

39,800
18,928

December.

28}

241

211,685
81,722

June.

May.

1,053,266
427,889

825,797
313,218

a
S

4,052,381
1,167,289

3,569,139
808,172

28f"
31

72,525
15,522

42,230
15,851

2.54
28|

26}

221

1,039,115
331, 473

1912.

37.010
10,536

High price

R a t i o of shares sold to shares listed:
1900
l'IO7"
1008
1IXI9
1010
lMl
1912
Whole period

23J
25J

12,100
19,914
908 742
22i

137,000
33,017

2UJ

2 33
1.17
.!I2
4.50
3 %
1.14
.98
2.17

249,950
36,480

ioi

116,955
23,641

33,505
14,096
90S 882
23*
26}

Ratio of shares transferred to shares sold:
1900
1907
1908
1909
1910
1911
1912
Whole period

10,850
7,877

32,350
10,512

124,060
20,761

248
27}

25
29|

o OSS
.40t>
.379
.288
.223
.319
.aa
.275

100,755
43, 7H9
908 882
24J
29i

Shares sold for period
Shares transferred for period

31,630
13,833

892,1115
234,456

13,693.336
3,763,988

OS
01

to
to

to
CHART SHOWINd MONTHLV SALE8 OF COMMON StOuK OF IMC ROC K
TRANSFERRED UN COMPANY S BOOKS AND ALitU MONTHLY R
PRICES FROM IBM, TO 1912

e
Is

227

APPENDICES.

Shares of common stock of Rock Island Co. sold each day of the IS most active months from
1906 to 1912, inclusive.
Day of month.
1
2
3
4
5
6
7
8
g
10...
11
12
13
14
IS
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31

October,
1906.
21,200
81,600
90,400
18,000
9,300
3,800
31,100
9,600
4,900
5,300
3,100
6,000

. .

10 900
3 900
6,200
6.500
9,600
8,700
7,200
4,200
1,000
1 600
1,700
100

November, 1906.

April.
1909.

3,000
11,300
3, SOU

4,500
1,900
1,300

10,400

800
27,250
tj.200
9,200

9,900
7,200
4,200
800
2,500
13,400
6,900
92,500
46,500
11,200

15,500
I), 700
4,200
7,200
21,900
lb,825

17,100
41,400
61,000
29,800
19,400
12,500

55,200
34,200
32,900
31,000
28, S00
2b, 850

8,900
10,200
36,500

41,200
25,300
25,500
13.250
5,600

900
3,100
3,100

26,000

363,350

512,150

Mav,
1909.
2,300
.
8,500
13,900
10,500
11,000
17,500
25,700
44,100
23,200
106,800
8?, 400
55,800
9,900
16,300
16,000
19,800
11,700
5,800
2,700
8,400
12,500
18,200
9,400
16,700

June,
1909.

July,
1909.

15,200
7,100
46,300
36,000
15,200
54,300
27,600
18,800
9,100
6,800
2,SO0
7,700
14,400
18,700
44,000?
14,600
3,000
17,600
9,900
11,100
9,400
6,900
7,700
9,300
45,000
19,400

14,400
11,300

11,700
41,400
22,600
10,900
2,050
4,000
12,300
6,800
3,000?
34 goo
17,700
36,500
65,300
43,200
25,550
44,600
26,700
28,200
22,600
35,700
12,300
23,200
13 800

August,
1909.

11,800
11,700
6,900
12 100
20,900
19,600
31,400
36,500
22,100
30,100
21 500
10,700
18,350
26,500
13,800
43,450
22,300
9,800
18,500
11,700
21 550
31,100
19,100
8,100
12,900
10 921

MONTHLY SUMMARY.

shares listed

452,995
64,602

568,180
161,802

499,375
124,126

28J
34

34i

894,275
27i
328

605,625
96,622
899,214
32J
39|

513,956
125,453
37

228

APPENDICES.

Shares of common, stock of Rock Island LV>. sold euch day of the IS most active months from
1906 to 1912, inclusive—Continued.
Day of month

2
3
4
5

7
8
9
10
11

.
,.

13
H
15
16

. . . .

59,000
5,200

25,000
11,000
S700
7.100
18,500
3.300
3,200
23,200
28,400
39,100

12,000

92,300
2(', S)0
28,000
21, tOO
In,500
24,800

9.000
Ui.900
73.400
45,000

25,800
52,900
26,300
14,500
17,900
7,200

20
21
23

December, 1909.

>J, 200
7,4' 10
11,600
tJ.SOO
12.200
3,460

October,
1909.

. . .

24
25

38,900
27.500
40,200
145.600
5,300

12, SflO

VOO

12,200
5,100
20,300
32,450

•

217, i«3
97,700
25.S00
35,400
6t.,000

J<iniiar\,
1910.'

J9, 5(1(1
24,300
230,100
1J 7,900
TO, !UO
11,300
14,600
21,000
19, WO
15,200
2.">, 900
13,000
23,600
25,500
34,800?
59,100
19,300
3,400
16,0!>0
IK. 1011
7,200
10,500
6.400
2,400

February,
1910. "

March,
191.1.

4,200
5,300
18, W)0
17,300
35,800

5,700
4,300
11,300
4,300
2,800

40,600
23.400
23,100
40,S00
47,500

24,900
15,500
23,800
35,100
lb,800
7,400

37,000
17,700
L'7,700
52,300
39,200
l»,600

6,100
18,100
13,500
15,800
15,300
3,000

16,300?

5.600
3,000
12,600
7 200

18,800
7,200
3,^10
2,500
10,300

9,700
12,400
16,1<H>
12,300

•533.100
99,297

347,570
106,305

39'

iff

8,800

Juiv,
1910.
59,100

16,700
19,100
22,100?
13,900
4,150
15,100
8,200
7,400
6,900
3,900
1,300
12,800
2,200
6,550
7,800
4,400
2,300
12 800
39,000
30,500
23,400
27 000
3,800

MONTHLY SUMMARY.

Shares listed
H i g h price

. . .

469,325
72,549
SS«, 048

1,103,955
303.946

39J'

712,727
204, SOI)
900,J59
3SJ
57i

359,550
58,083
907,421
22!
33!

Table showing shares of com mori stock of Colorado Fni I & Iron Co. sold on New Fork Stock Exchange, shares transferred on company''s hooks, and shares
listed on exchange each month, l'MH to 1<J1H, and also range of prices each month.
March.

January.

February.

23,532
9,988
239,311)

11,750
4,817

30,300
9,28!)

82*

73
76J

15,786

April.

1903.
Shares sold

May.

Augllat

June.

July.

128,570
8,116

62,540
90,504
239,310
40
65}

15,675
2,340

83,020
9,235

M
72J

125,770
13,850
239,310
64
66J

8,550
7,842

8,850
1,908

21,195
8,235

5,800
2,301

3,330
1,730

34,998
7,200

'W|
31}

30
33J

25J
31

28J
33|

28
32j

28}
31

150,828
19,873
301 320
43

304,675
27,515

571,138
112,762

398,176
319,208

206,002
111,671

46
54

151
59

42}
57|

1,160,746
69,050
301,320
55J
83|

686,175
44,603

648,860
46,314

268,875
31,020
342,355
46}

121,165
21,174

17,110
16,081
342 355
19
22J

Beijlember.

Oi'toliisr.

November.

Dccvillbi;r

13,1.52
8,3li6

18,710

40
61|

18,475
4, dhl)
239 3'0
25
41

24
32}

24}
33

17,320
6,585

102,105
47,748

299 205
57,702

532 520
72,236

353 570
35,041

30J
38}

31}
44

343
44J

37
58

90,170
28,967

120,987
18,324

86,280
16,514

112,610
57,110

141,254
18,743

147,116
14,040

552,3X0
38,0%

38
47}

391
15§

43j
48|

41
461

431
48f

370,840
207,138
301,320
45|
67?

388,130
40,465

577,750
41,b37

399,100
27,9<>5
301,330
44}
55|

539,970
52,388

199,710
20,150

177,915
15,587
301,330

231,450
49,476

96,216
22,794

58,226
18,918

31,5«5
12,680

39,255
14,091

59,300
22,750

42
50J

29
4U

331
38

271
37

28
32}

30
33}

22
31

21,785
16,147

95,080
17,741

1,200
23,161

189,715
39,182

26,645
20,910

112,315
30,246

168,745
36,738

101,065
39,961

161
20

16
241

24
31}

25}
2»|

33?

26|

32
381

30|
371

59
093

40*
Mi

128,855
6,<>S5

Total.

GOO,849
167,879

1904.
Shares transferred

190&
SI lares transferred
Shares listed

1906.
Shares listed

Ml"
78i

57'
67J

Li'

sij'
611

52'
591

>
2,875,116
782,743

44J
68}
179,538
24,318

300,220
63,351

49}'
57!

Hi'

24,310
30,692

215,170
24,449

14
17}

17
22

104,945
14,964

131,395
32,402

163,300
27,310

ill

fit

1 403 229
244,694

s
O

5,528,953
022,816

58}

1907.

Shares sold
Shares transferred

Sll

29,700
12,232

46,760
26,994

1,212,040
287,175

1908.
Shares transferred
High price

1,303,230
316,186

to
CO

Table showing shares of'common slock of Colorado Fuel & Iron Co. sold on New York titoeh Exdiunye, shares transferred on company's books, and shares
listed on exchange tuclt month, 1906 to 11)12, and also range of prices each month —Continued.
January.

February.

225,885
34,340
342 355
38J
45*

72,980
20,80]

111,384
22,9.r)!i
342 355
30
50

March.

April.

May.

June.

July.

August.

8eptem-

October.

November.

December.

67,450
12,948

266,565
30,774

112,075
22,192

1,505,650
336,993

11,091)
6,uU>

342,429
131,432

Total.

1909.
Shares / ransferred

56,900
27,009

99,185
21,651

114,100
23,794

177,516
33,380

128,900
23,677

103,460
27,909

80,635
52,512

38}
42

401
45j

411
47J

46,220
22,053

31,110
11,158

22,700
7,003

17,125
10,574

17,990
7,568

17,190
11,068

16,820
14,957

4,950
5,290

22,500
5,734

23,350
7,404

373
43|

351
391

30
36}

22*
33

25J
32}

29}
32

31?
36}

30f
36]

18,875
8,154
342 365
31
36

17,520
8,685

8,800
3,t>59

400,120
3,543

18,100
5,205

9,120
4,036

7,950
3,255

11,400
5,612

5,300
5,418

2,700
2,81 Hi

4,9(10
6,285

4,900
3,374

33
301

31
33j

30
35

33J
351

33
SG

27J
33i

25
28j

25}
28

26
29

251
29

2,100
6,131
342 355
26

5,750
2,425

14,500
5,904

9,350
5,502

33,900
5,385

7,135
14,285

20,800
6,015

111,125
6fl,672

56,090
5,003

13,40(1
5,676

23}
26}

24J

27
301

27
33}

28?
32}

30}
34

32i
43?

34*
43|

29
40J

47
52|

1910.
Shares transferred

11
t

1911.
Hharos transferred

11)12.
Klmres lisled

271

Hulio of shares sold to shares listed:
1903
1904
1905
1906
1007
1908
1909
1910
1911
1912
Whole period

2.77
5,86
9.54
18.35
3.54
3.98
4.40
1.00
1.48
98
5.02

64,280
4,732

Ratio of shares transferred to shares sold:
1903
1904
...
1006
1906
1907
1908
1909
1910
1911
1912
Whole period

252
174
272
112
236
232
224
383
118
380
195

ToUil shares sold for period
Total shares transferred for period

509, (i»S
59,032

w
a

338,430
128,390

]5,73y,f,ll
3,076, r>40

231

APPENDICES.

Shares of common stock of Colorado Fuel & Iron Co. sold each day of the IS most active
months from 1906 to 1912, inclusive—Continued.
October,
1904.

Day of month.
1
2

760

2,885

950
700
700
250

7
8
9
10
11
12
13

5,400
2,620
3,120
1,900
4,760
5,600

14
15
16
17
18
19

- --

20
21

8,525
5,200
16,975
18,550
22,600
8,200
23.600
47,485
27 150
14,310
10,200
32,200

24
25
27

28
29

Decem- February,
Novem1905.
ber, 1904. ber, 1904.
16,800
18,000
33,700
36,500
6,900
14,500
16,800
18,900
28,500
10,300
22,900
10,900
13,400
26,700
14,500
3,300
8,900
45,200
19,600
40,000
20,600

15,600
11,500
3,400
13,200
14,900
38,000
49,800
18,300
6,300
32,300
16,100
13,300
8,800
10,200
7,800
8,000
1,600
7,000
4,300
2,700

8,700
3,700
1,900
3,300
4,200

9,300
10,400
6,000
2,600

36,000
13,800
3,000
20,000
50,700

4,800
2,800
5,400
6,600
20,300
7,900

32,200
16,300
10,400
11,800
5,500

34,600
17,700
27,100
23,800
16,600
6,100

14,400
19,700
42,600
7,500
3,100

14,400
30,800
25,500.
112,300
70,400
7,600

DecemApril,1906. ber,
1905.
6,000
17,700
25,700
5,500
7 300
4,900
3,600
6,600
10,300
19,100
13,900
13,900
2,300
19,300
51,300
21,800
29,600
32,200
12,200
8 100
14,300
27,400
9,800

5,100
1 900
4 300
9 200
7 100
5,200
4,300
1,700
7 200
72 500
66 000
20,200
14,500
21 700
60 700
55 000
19 900
15 300
23,500
3 500
31 100
16'700
19,600
10,000

73,200
49,200
15,300

2,000
20,500
13,000
13,000

10,400
17,200

19,500
18,500
11,700
13,700
17,600

532,520
72,236

353,570
35,041

304,675
27,515

571,138
112,752

392,176
319,208

552 380
38,096

40J
58|

37
58

46
54

15}
59

42J
57}

44!
&8J

22,306

March,
1905.

MONTHLY SUMMARY.

Shares transferred
High price

299,205
57,702
239 320

441

232

APPENDICES.

Shares of common stock of Colorado Fuel & Iron Co. sold each day of the IS most active
months from 1906 to 1912, inclusive—Continued.
January,
1906.

Day of month.

1
2
3
4
S.
6
7
8
9
10
11
12
13
14.
15.
16
17
18
19
20
21
22
23
24
25
26.
27.
28
29
30

6,700
3,300
18,300
11,700
5,700

30,200
21.300
9.400
13.300
34,300
10,400

. .
. . .

...
.
. . . .

52,700
61.800
104,100
70.600
17,200
15,000
i3,400
122.800
76.300
57,700
48,400
26,800

.
.

February,
1906.

March,
1906.

61,400
34.300
34,000

26,000
10.700
9,700

26,700
24,100
10,500
27,000
11,200
3,700

35,000
21,300
3S.U00
60,700
34,800
14,200

9,200
11,600
33,000?
37,700
20,800
29,500
30,500
29,200?
15.600
3,900
8.400
41,700
4,200

46,100
59,900
58,000

13,100
15,500
10.500
6.500
10 800
900
18.400
13.200
24,900
17 200
28,100
2,900
13,000
30,800
60,300
56,600
23.400
8 S00

J u n e , 1906. July, 1908.

23,100
17,400
33,700
37,400
26,800
18,700
19,000
14,200
17,100
16,000
8,100
26,000
20,200
5,700
17,300
13,500
12,100
32 600
20 500
10,100
32,900
31,400
24,400
21,000
18,000
4,200

22,600
9,200
15 800
23,500
14,700
16.200
6.500
35,500
24,800
9.800
4,400
12 500
6 600
6,400
5.900
12,100
4 900
13,000
12,100
o 500
36 200
32,500
11,500
19,800

August,
1U06.
25,700
14,100
11,200
12,700
9,600
14,400
9,300
12,100
4,200
2,600
15 700
13 300
10 400
9 500
21 100
13,000
316,200
86 500
51 200
27 800
13 100
2 700
16,000
28,300
16.900
13,100
3,800

MONTHLY SUMMARY.

Shares listed

1,160,745
69,050
301,320

586,175
44,603
30
78f

648,860
46,314

577,750
41,637

57
671

44J
641

399,100
27,965
301.330

539,970
52,388

Table showing shares oj common stock of American Smelling & Hejinvng Co. sold on New York Mock Exchange, shares transjirrui on company's books,
and shares listed on exchange each month l'M6 to 1912, and also range of prices each month.
January. February.
1906.
Sharps sold
Low price
1907.
Sharps sold

1909.
Shares listed

April.

May.

11 toil nrlep
1911.
Shares listed

July.

August.

Septem-

Gr.

October.

November.

785, 825
203, (XX)

740,975
51,000

1,187,5(0
84, (XX)

679,560
212,000

619,(0)
37, (XX)

744,550
46, (XX)

540,200
203,000

699,860
60, (XX)

365,200
54,000

313,100
102,000

1532
169

1STIJ
1025

1443
l()3j

13Ki
157J

140|
159J

141
153}

151
165}

150
158}

152|
Kill

151J
157}

M7
1555

358, ISO

398, 152
43,000

1,130,170
141), 000

1,211,440
71,000

827,850
67,000

426,960
150,000

751,610
44, (XX)

861,210
203,000

1,187,905
84,000

726,575
85,O(X)

708,210
195,000

138J
146|

104}
140}

119}
138i

l36f

1125

122}

90
113|

845
103|

61}
S9J

58}
73

6(>|
795

730,000
47,000

1,418,150
96,000

939,810
279,000

512,140
64,000

621,680
69, (XX)

76
90}

79
99}

83J
94}

98!

76}
94J

723,850
81,000

321,545
241,000

529,945
70,000

372,280
310,000

95J
105j

105

310,710
fi(i, 000

lllij

Total.

8,299.440
1,139, (XX)

8,899,102
1,248,000

1201
1,387,390 10,567,524
283,000 1,699,000

779,390
90,000

862,158
244,000

595,695
69,000

1,024,110
96,000

555
68}

58
748

66
72}

774, 925
73,(100

420,435
52,000

386,410
192,000

301,675
54,000

324,095
188,000

H)|
891,

77}
88i

80}
89

476,425
50,000
'500, (XX)
8fi

875

893
95J

300,185
37,000
500,000
918

97J

98?

96}
104{

94}
101J

312,600
42,000
500,000
935
101J

5d3,295
74,000
500 000
88f
104

551,055
110 OOO

610,130
204,000

541,495
66,000

453,155
54,000

319,650
141,000

321,620
49,000

338,080
59, (XX)

! lift, 270
101,000

491,865
81,000

342,490
63,000

281,415
141,000

78J
90

68
78|

61f
7l|

TO]

64
68J

67
821

70J
76|

201,500
48,000
500 000

158,134
44,000

88,950
48,000

60,650
71,000

235,675
118,000

75,330
23,000

245,995
55,000

536,285
143,000

326,285
45,000

421,800
34,000

128,350
45,000

1,368,421
172,01)0
500, (XX)

159,500
38,000

190,000
328,280
73
77}

61 i
59}
561
78|
«7}
74
781
75}
79J
74|
67J
831
80}
71}
81|
H i g h price
811
1
l.u>Uid on N e w York Stock E x c h a n g e official list F e b . 10,1909, prior t o which date stock was traded on the unlisted d e p a r t m e n t of the same exchange.
were 500,000 d u r i n g this period.

Dfcernbor.

826,510
bl.OOO

1910.
Shares listed

June.

797, UK)
27,000
500, (KM)
loii
17-1

500,000
1418
If).')
1908.

March.

ss
o

o
w
u.
5,244,370
1,390,000

4,880,520
1,149,000

2,638,014
710,000

68J
75J
Shares outstanding

to
OS
Oi

Table showing shares of common slack of American Smelting & Refining Co. sold on New York Stock Exchange, shares transferred on
books, and listed on exchange each month, 1906 to 1912, and also range of prices each month—Continued.

January.

February.

1912.
Shares transferred
Shares listed

97,065
13,000
500,000

esf

74i

March.

11107
1UOS
1900
11)10
1911
1912
Whole period

May.

Juno.

July.

121,660
44,000

101,900
23,000

93,425
48,000

448,060
41,000

275,650
39,000

313,410
114,000

721
89f

838
88}

81J
88}

Ratio of shares sold to shares listed*
1 WWi

April.

16.60

17. 78
21.14
10.49
9.77
5.28
4.17
12.18

Ratio of shares transferred to shares sold:
1906
1907
190S
1909
1910
1911
1912
Whole period

August.

September.

October.

November.

129,700
96,000

179,850
17,000

140,250
110,000

83f
91

182,640
36,000
WO, 000
81
sot

. . . 0.137
.140
.10(1
.2(i5
. .
. 2M
269
279
186

Total shares sold fur period
Total shares transferred for period

December.

company's

to
OS

Total.

2,083,610
581,000

42,612,5S0
7,916,000
>
t

S
r

235

APPENDICES.

Shares of common stock of American Smelting &• h'ejinmg Co. sold each day of the IS most
active months from 1901 to li'li, inclusive.
Day of month.
1
2...
3

4
5
6

10..
11 .
12..
13..
1'
15
16
17

1«
ii.
20..
21
22
23.
24.
25
26
27
2S
29
30

January,
1908.

9,900
14,000
28,000
20,300
10,300
lif UUO
9,500
10,91)0
10,800
1..200
9,300
56,800
35.U0O
89.000
52,300
43,800
9,300

F e b r u a i y , May, 19u6
1906.
61,600
10,900
17,200
18,200
8.500
13,B00
44 300
21,300
2,100
32,800
41, t*0
43,800
88,000
83,400?

"ii.'soo""
20, W
91,200

36 700
21,100
28.S0O
29,81)0

27,700
7,700

8,300

15,7110
25,500
103 700

la.eoo

26,500
70,000
38,400

(5-1,000
U;ui00
77,500
55 S00
20,7iX)
"50,000

S3 ono
IOC.70O
49,71)0
33,300
15,600
82J400
91,600
60,1'OO
36, 200
25,000
3, iO0
12,200
' 5 SI!)
i4,400
16,500
17,700
3,20(1
7 '100
9,800?

Mardi.
1007.
60,100
9 200
52,400
54,650
60,100
21,300
33 1)00
16,400
19,200
9,900
58, ci«0
66.900
34,SCO
13,4(10
32,400
54,245
81,100
59,700
71 120
IS, 000
7S.400
60,300
42,300
31 ISO
5ti,000

April,
1907.
61,100
58,900
31,700
40,400
43.600
51,400
63!700?
9S.650
64,600
96,100
47,250
31,300
86,000
54,700
70,100
•^7, oflO
26,000
9,100
73 500
53,000
35,800
26,1:10
15,000
7,500
IF.100
39,510

2,400

Septem-

May, 1907. ber, 1907.
54,800
20,100
34,800
8,800
""9;7O0"
39,250
15,000
27,200
21,900
25,170
?2,900
14,900
21,000
12,200
8 100
9,400
40,200
101, CM
79. *X)?
37,MO
31. ' W
7,500
4S0()O
47 100
24,200

37,000
41,600
41,200
34,400
11,800
16,600

tf,100

44,200
SS,50u
80,400
29,200
54,fOO
42,850
36,150
66,100
44,900
7,700
42,200
28,700
18,550
26,900
67,400
24,300
41,500

19,300

MONTHLY 3XJMMABY.

Shares sold
Shares listed . .
F*gh prto

797,100
27,000
500,000
161}
174

826,510
61.000
1MJ
119

1,187,560
S4.000

Jit

1,130,170
149,000
104J
140t

1,211,440
71,000
U9J
138i

827,850
67,000
111*
136|

861,210
203,000
84{
103|

236

APPENDICES.

Shares of common stoci ofAmerican Smelting & Refining Co. sold each day of the IS mott
active months from 1906 to 1912, inclusive—Continued.
Ootobw,
1907.

P a y of month.

2
3.
4.
5
6.
7
g
9
10
11
12
13
14
15
16
17
18
19
20
21.
22
23
24
25
26
27
28
29
30
31

38,200
36,300
45,310
16,000
7,800

. . . .

29.300
24,625
43.901)
45,600
97,000
42,100

67,666
...
..
..
...

45.100
106,9110
71,100
106,000
30,300

.
,.

76,050
75,150
34.200
36,450
13,600
8,100
17,100
20,800
9,500
19,200

January,
1908.

18,300
13,900
7,400
26,050
34,750
22,400
37.850
68,150
22,032
58,025
79,525
S2.550
530.000
60,000
57,100
138,900
115.000
42,860
51,900
38,700
21,900
61,450
47,100
17,125
20,600
19,600

Decembar,1908.

May, 1908.

August,
1908

September, 1908.

31,100
14,400

13,000

23,000
42,500
89,600
44,400

24,100
29,91)0
24,800
16,850
41,300

31,800
29,400
23,400
28,400
15,100

57,400
21,400
24,300
18,000
40,400
61,400

31,700
28,800
55,470
66.440
53.200
26 700

89,100
89,900
44 300
91,000
181,170
57 loo

70,900
61,780
30,400
38,000
28 100
16 700

76,450
90,000
69,300
27,400

25,400
17,855
16,400

34,800
40,700
44, WX)
20 500

939,810
279,000

1,387,390
283,000

"31,250
21,900
47.S00
37,950
21,500
10,300
'37,900
36,440
26,700
38,500
36.100
28,900
31,000
26,300
134.500
104,300
57,700
26,800
29,450
25,010
57,800
48,400
15,770

19,810
31,160
46,550
63,000
;28,52S
34,650
60,400
57,200
52,200
32,100
69,300
50,000
66,000
89,300
45,300
50,300
64.000
167,700
"33.'600'
87 800
21 630
23 500
41,000
8,300
25,820

MONTHLY SUMMABY.

Shares sold .
Shares listed

1,187,965 1,368,421 1,024,110 1,418,150
172,000
84,000
96,000
96,000
500,000
62i
61i
88!
79i
89J
107
7»i

oJi

79
99i

Table showing shares of common stock of Consolidated Gas Co., sold on New York Stork Excliange, shares transferred on company's books, and shares
listed on exchange each month, 1906 to 1912, and also range of prices each month.
Si'pteni!>er

54,175
8, so I

4S.841
47,912

10,025
6,0(k>

24,100
12,722

«,44.">
27,327

I«,.12J
a,(H3

137
147J

1324
141

135
HL'i

135*
14l|

137}
143}

137
140}

I.i7}
141

35,355
33,175

8,600
7,545

6,808
6,!M3

19,802
23,447

12,195
7,877

38,050
23,745

11,555
30,408

14,010
13,01)0

123*
134}

111
137J

113*.
121

1161
1221

99}
119

uoi

74
102}

80}
96

90
•J81

47,998
33,528
800 000

70,931
53,475

15,995
8,271

91,560
44,165

335,413
38,532

257,757
28, (ill'J

119
129

1211
126

134
1472

136
154}

108,(W7
30,218
828 500
1 :i!)
14SJ

.'!,«, 562
100,541

102,960
17,050
805,825
124
14U

142*
1671

1S73
107

48,875
2,"»,S17
996 390
136
139J

121,375
90,777

«4,645
20,5B8

177,110
83,750

78,750
20,457

265, 71 ti
42,1011

J, 434, ill V
6J4,O7S

137}

141
149}

142}
148}

47,600
18, 477
997 T.i-1
137
146}

185,806
87,564

136}
148}

26,650
I!l,6fi4
997 010
139
143

77,750
31,372
998,090

97.820
83,617

202,053
40,681

89,163
96,303

76,980
13,361

B7.6.W
19,710

1,585,7711
658,440

129
14IJ

123
13.JJ

128
134|

156,130
34,BH6
998,160
132J
138J

44,525
75,622

130t
142J

180,360
40,664
998,090
122}
136

131
138

130
137J

46,314
81,151

52 400
27,687

58,726
54,033

30,290
16,898

15,131
14,107

144|
1484

132}
145}

128}
136

31,125
12,764
998,165
134
139}

114,977
65, .528

143]

12,830
10,276
998,165
144|
147

138
1441

136J
139}

May.

June.

363,870
78,989

420,506
56,355

72,7S2
1211,523

100,550
10,779

156
181

142i
1571

I3O|
145

1.121
141

13,534
19,000

44,152
16,770

21.68J
13,720

133
140

no
140J

1.5,5x0
10,113
800 000
96
1053

6,676
19,916

40,216
8,069

97
103

96
117J

339,219
6.1,'i<W
994 7%
1171
185}

89,830
137,440

8,540
33,795

114}
127}

120J
140

324 880
44,821
997,810
140J
160|

120,255
153,031
139
147J

140}
149]

197 608
48,349
998 160
136}
1432

89 202
86,434

35 048
16,399

i:J8j

139{
146}

February.

57,348
21, KIM
«X),(IOO
It8t
LSI J

202,975
46,133

8,1 50

1906.

Mardi

1907.

it,mn
800 1)00
139
1908.
thun's sold

1909.
Msaros sold

1451

1910.
Hhares bold

79 213
24,628

Itai m-

Midlist.

April.

January.

July.

107

Oftobor

November.

l.er

1 utai.

I,.116,944
402,140

M l , 984
211,688

>
1,4:11,741
401,487

V.
a
o
H

142}
151}

1911.

High price

14S|

29,750
13,380
998,160

H6J

713,401
444, S06

to
CO
-3

Table showing tharet of common stock of Consolidated Qas Co., sold on New York Stock Exchange, shares transferred on company's books, and shares
listed on exchange each month, 1906 to 191S, and also range of prices each month—Continued.

January. February.

1912.
61,109
20,668
Shares listed

138}
143}

Hish iirico
Ratio of shares sold to shares listed:
1906

April.

May.

June.

July.

August.

September.

October.

95,435
23,906

42,600
22,389

49,884

EQ 1 CO

17,597
11,382

86,200
IB,497

69,300
61,765

32,235
10,022

48,275
13,223 '

1391
146

142!
145}

139$
145J

139}
142}

142
l«i

144
149}

1438
147?

" 142
148} '

1.72
1.77
1.54
1.60
.72
.51
1.18

Ratio of shares transferred to shares sold:
1906
1908.
1909. .
1910
1911
1912
Whole peri Dd

0 32K

.
.

.280
.420
. .416
.023
.B38
.420

November.

i s 4nn
43,693

'Potal shares sold for period
'olal shares transferred for p e r i o d . .

December.

Total.

512 385
325,788

7,388,254
3,138,413
>•
h i

IT3

IB
DICES.

1908
i<mo
1010
urn . . .
1912
.. .
Whole period

14,350
43,071
997,384
138J
140}

March.

to
w

239

APPENDICES.

Shares of common stock of Consolidated Gas O>. sold each day of the IS most active month*
from 1906 to 1912, inclusive.
Day of month.

March,
1906.

\ . ...
2
3

13.100
19.600
1,900

14.500
8,100
5,600
9 5O0
5.300
9,100

?::::::::::::::::::::::
9
810

11
12
13
14
15
16
17
18
19
20
21
22
>3
24
25
26
27
28
29
30
31

.
. .

. . .
. .

23,700
17,300
19.100
38.300
35.100
8,500
24,500
14,500
13,200
4.200
6.900
1.800
11.200
6,200
1.700
20,700
6 SO0
6 700

April.
1906.

November, December, January,
1908.
190S.
1909.

5.645

35,700
54.600
28.000
11.900
6.900
5,500

3.SO0
9,752
4,265
500

2,700
6,400
6,300
18,800
18,400
4,800

3.880
2,700
1.700
1.S50
18,700
11.300

4,400
23,100
10,400
13.100
10,800
1,900

15.850
7.500
6,100
21,900
33,510
4,300

4,300
4,100
28,100
51,000
18,300
4.500

16,025
28.350
17.320
41,100
34,750

13 000

25,200

30.600
19,000
8. 700
13,800
3.500
14,970
3 375
7,000
3,600
12.400
13,100
6.750
6,171
4,300
13,000
8,875
10.250
26,100
8,350
4,300
4,600

9.840
3,800
4,000
10,760

3.100
52.575
93.780
57.900
12.250
9 200
3,200
7.670
4.600
1.500
2.900
300
1,100
2,600
860
1,300
450
1,200
3,089
46 850
14,295
9,975
2.600
1,900

December, January.
1910.
1909.
8,000
8.000
18,100
17,700
5,275
7,500
2 000
6,700
9.300
500

4.'i66"
1,500
600
12,100
3,300
14,100
38,150
34.135
13,600
8,900
3,600
9.700
5,300
11,000
9,100
22,300

6,500
6.700
8,000
6.800
11,200
2 900
6.300
5,300
10,300
10.450
19,900
9,300
17,350
17,600
23,800
10,400
15,000
8,000
14,800
24.900
11,600
15,900
6,400
6,300
12 450

MONTHLY STTMMART.

High price

353,875
78,989
800,000
152}
157J

420,506
56,355

iioj'
145

338,562
100,541
828,500
142}
167J

257,757
28,609

iwj"
167

339,219
63,663
994,795
"7J
165}

265,718
42,106

tin
162

324,880
44,821
997,810
140J

160J

240

APPENDICES.

Shares of common stock of Consolidated Gas Co. sold each day of the IS most active months
from 1906 to 1912, inclusive—Continued.
February,
1910.

Day of month.
1 ..
2
3 .
4 „
5
6
7

g
10
U
12
13
14
15
16
17
18
19
20
21

. . . .
.

....
.

4.800
3,320
11.200
7.100
3.700

11.550
5.500
14,900
5,200

14,200
11,500
6,400
5,300
4.200

16,300
11,700
7.800
4.700
4.700
2,72o

4,700
5.100
11 600
7,750
4.800
3 100
3,400

1 100
1,550
700
1,300

24
25

26
27

28
29
30
31

June,
1910.

2,200

3.400
8.400
4.700
3 300
1.900
3,100
5,770
14,650
11,030
19 000
15,350
8,400
20.600
12.400
15.500
23,300

Julv,
1910.

October,
1910.

11,100

2,300

s.ioo

4.500
2.800
3.800
800
2.800
S00

9.000
6.200
8.400
3,700

6,'266'
4,200
3.800
11,600
7.300
4.100
10.100
2.900
1,700
8,200
5.050
3,000
12.010
25.500
7.S.3O
11.280
6,300
3,200

400
3,500
13.600
8.900
3,500
1.900
20.900
11,400
6.400
7,300
2,100
4.9U0
3.900
7,900
22.200
8.200
700

January, February,
1906.
1911.'

5.400
9,400
29.525
6.400
11,500
8.380
13,000
12,400
7 300
5.300
2.700
2 400
9.900
8,000
5,030
11.100
2,200
14 100
2,800
o,900
1.200
5.600
900

2,700

6,300
4,700

165.130
34,636
998,160
1821
138}

197,608
46,349
998,160
135}
143j

ioo
400
100
100
100
100
100
4,700
6O0
100
1 200
900
400
600
300
9,200
30,200
81,500
35,400
21,400

MONTHLY SUMMARY.

120,255
153.031
997,810
139
147J

262.053
40.981
998,090
129
1411

ISO, 360
40.664
122J
136

202,975
46,133
800,000
156
181

Table showing shares vj common stock of American Can Co. sold on New York Stock Exchange, shares transferred on company's books, and shares listed
on Exchange each month, 1906 to 1912, and also range of prices each month.

8
en

January.

February.

2,010
412,333

7,874

March.

April.

June.

May.

1907.

1908.
10,500
8,775
412,333

2,300
15,438

4
5

14,480
7,308
412,333

13,950
22,2%

1909.

October.

7 510
(i, 223

10 492
12,283

4 215
3,3U0

3 037
3,246

33 640
1,610

2 185
4,120

2 185
2,443

6 200
5,558

54
7J

til

5J
5}

5i
53

7,470
7.4U5

2,700
4,978

1,200
5,202

12,600
6,775

10,100
5,8>8

2,650
3,490

21,585
9,088

4!
5}

4i
5

4!
61

3,150
7,31b

•A

Njveinber.

2 000
7,250

l\
53,805
37,301

December.

5 750
7,915

7
10J

94,000
37,942

164,480
83,363

49,255
26,059

15,920
12,561

58,652
19,017

37,950
14,431

35,355
19,404

179,750
52,259

8
8}

10
144

iii

ii
121

12J
133

12
138

i2
154

13
14?

18,850
31,914

19,550
12,574

17,710
11,996

7,625
14,300

22,470
9,543

25,325
24,617

IS,350
14,306

6,810
5,808

25,230
12,055

34,250
13,970

11,090
8,930

10
Hi

•a

9|
10}

7
8j

7f
8}

10?

io|

12,465
6,077
412,333
81
10*

12,778
10,285

16,640
9,71)1

32,556
5,479

86,085
32,523

11,915
13,040

13,020
5,850

18,000
8.899

18,370
7,828

19,850
10,476

67,260
23,834

39,985
13,521

9
10

9}
10i

10J
121

io|

ici

10
12*

81.125
5..W7
412 333
11J
121

9,410
26,217

423,185
60,332

797,920
89,315

577,530
57,472

243,510
38,451

148,500
23,038

255,450
31,022

305,770
18,127

388,875
36,564

196,360
25,214

11}
23J

20!

321
38|

33i

40.050
4,916
412 333
10j

1911.

1912.

12i

39J

37J

1
8

38}
45|

Total.

77,214
63,902

l\
11,910
12,692

7,400
4,981

131

September.

43,530
22,507

11
1910.

August.

July.

139,970
124,348

714,722
322,128

244,310
164,929

n
348,924
147,603

3,427,636
411,319

Stock listed Feb. 8, 1907.
Ratio of snares sold to shares listed:
1907
1908
1909
1910
1911
1912
Whole period

0.19
.34
1.73
.59
.86
8.31
2.01

Ratio of shares transferred to shares sold:
1907
1908
1909
1910
1911
1912
Whole period

0.827
888
460
67S
423
120
249

Shares sold for period
Shares transferred for period.

4,962,775
, 1,234,229

"•0

2
1=3
Cf.

CHART SHOWING MONTHLr SALES OF COMMON STOCK OF AMERICAN CAN COMPANY
OH NEW YOPK STOCK EKCHANGE AS COMPARED WITH HUMBER Of SHARES
TRANSFERRED ON COMPANY S BOOKS AND ALSO MONTHLY RANOE OF
PRICES FROM 1907 TO I9t2

Lin«»—Upper ~S*l*l P' Eiclung
Liflll-Lowpr-Slpck T'iniltrt
Linpi-Hiflh ind U * P'iMl

"15
*0

S
O
B
DO

244

APPENDICES.

Shares of common stock of American ("an Co sold each day of the 13 most ncthc months
from, 1906 to 1912, inclusive.
April,
1909.

Day of month.
1

1,700
1,200

2
3
4
5
B
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27

1,200
500
700

2,800
400
1,600
4,100
3,000
400
. . .
700
7,900
11,650
21,200
12,450
3,200
8,700
3,800
2,250
1,000
3,200

28
29
30
31

May,
1909.

November, 1909.

May,
1911.

January,
1912.

600

200

1,600
1,100
600
2,000
8,600
4,100

300
4,900
2,300
300

2,530
1,500
2,700
1,300
600
500

11,600
6,350
15 500
9,000
500

9,500
21,100
8,900
35,900
12,900
2,700

28,050
14,600
2,100
2,400
1,31)0
100

300
3,450
225
100
800
100

5,100
4,700
1,400
31,200
9,800
4,600

900
3,100
6,4<X>
1,325
1,000
300

200
1,000
1,700
400
2,000
9,900

7,500
1,400
1,100

9,800
3,200
1,400
200
1,400
200

3,800
9,800
1,150
400
1,000
900

500

500
200
3,600

25,500
24,600
27,510
10,350
9.685
2. fiOO
1,750
5,410
6,670
11,800
2,400
2,100
1,900
2,350
5,995
1,250
1,700

2,200
1,000
1,100
3,200

March,
1912.
200
3,000
1,000
8,100
3,400
1,800
2,000
16,100
16,690
5,300
10,000
20,600
19,500
5,500
24,300
13,000
26,500
20,100
14,865
16,800
74,800
46,525
15,750
22,000
2,280
5,800

April,
1912.
7,800
17,000
19,500
27,500

52,515
53,800
23,200
40,900
62,400
30,300
102,600
60,400
22,400
9,600
8,400
14,400
30,000
13,900
37,150
66,200
24,200
0,000
12,610
12,600

MONTHLY SUMMARY.

Shares transferred
Shares listed
High price

94,000
37,942
412,333

164,480
83,363

179,750
52,259

10
144

12
15J

86,085
32,523

81,125
5,567
412,333
11*

423,185
60,332

797,920
89,315

11}
23}

201
39|

245

APPENDICES.

Shares of common stock of American Can Co. sold each day of the IS most active months
from 1906 to 1912, inclusive—Continued.
May,
1912.

Day of tuonlh.

28 500
46.000
33.800
13,800

2
3
4
:

40,200
41,000
23,600
15,550
28,300
24,400

8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31

12,100
15,400
26,100
5(i,800
16,700
4,600

....
. .
. .

5 600
4,300
12,900
42,900
12,900
300
.. .
. . .
. .

5,900
4,800
11,000

June
1912.

8,415
13.000
16,200
18,050
4,400
4,600
4,800
21,200
7,800
2,800
7,750
7,600
7,800
2,900
12,700
33 S00
16,300
2,200
13,500
8,100
11,800
8,100
2.900
10,300

33 900

Jnly,
1812.

August,
1912.

10,400
5 800
2,300

13 200
36,300
8,800

2,800
1,700

26,766

6,500
8,800
8,000
15,400
18,500
3 300
6,300
8,300
5,500
2,200
5,700
2 400
2,200
700
3,500
3,000
2,800
100
2,300
1,800
14,300

12,700
9,100
16,700
5,600
7,000
21,700
15,600
6,700
7,800
4,600
7,100
20,200
5 71K)
2,300
14,500
2,400?
700
2.2D0
2,100
2,200
1,800
1,700

September, 1912.

4,100
3,500
2,000
1,050
800

6,466
7,600
7,700
5,100
4,600
1,300
20,000
22,600
13,800
63,100
42 100
8,000
16,400
8,900
19,100
13,500
4 200
6,800

October
1912
13 200
27 700
7,100
13,900
7,800
20,520
8,200
12,500
36,700
53,000
22,900
10,000
4,100
2,500
4 700
900
10,300
6,900
27 200
22,000
13,000
3,800

13,600

3,610
11,400
21,925
9,200

305,770
18,127

383,875
36,564

38}

38}
47)

MONTHLY SUMMARY.

High price

577,530
57,472
412,333
'34*
43

243,510
38,451

148,500
23,038
331
37|

255,450
31,022

VIEWS OF THE MINORITY.
The undersigned members of the committee appointed under House
resolutions No. 429 and No. 504, having as carefully considered the
testimony taken in the investigation as the time and circumstances
would permit, are of the opinion that the testimony has not disclosed
the existence of any so-called Money Trust in this country. It has,
however, disclosed a dangerous concentration of credit in New York
City and to some extent in Boston and Chicago. Even many of those
connected with this concentration of credit who came before the committee expressed the conviction that this concentration had gone far
enough and should be checked. Mr. Reynolds, of the Continental
and Commercial National Bank of Chicago, stated that in his opinion
this concentration, having gone as far as it has, is a menace. Another
witness, Mr. Baker, of the First National Bank of New York City,
stated in effect that in the hands of bad men it would be dangerous
and disastrous to the business interests of the country, and that, in
his opinion, the present concentration has gone far enough.
Many abuses are disclosed by the evidence produced before the
committee, a number of which are well known to the public and
recognized by everybody at all familiar with the business conditions in this country. Abuses on the stock exchange, of quite long
standing, were disclosed before the committee, as were also abuses
existing in clearing-house associations, especially hi New York City.
Evils existing in both stock exchanges and clearing-house associations could be corrected by the exchanges and associations
themselves, if they were so inclined. They having failed and neglected to remedy the abuses existing in their conduct and operation,
in our opinion it is the duty of each State in which these exchanges
or associations are located to compel their incorporation and to
regulate their management by appropriate legislation. Should the
exchanges and the associations, as well as the various States, neglect
this plain and imperative duty, then we believe that it is the duty
of Congress to exercise any jurisdiction or power conferred upon
the Federal Government by the Constitution to pass such restrictive
and regulative legislation as may be necessary. This duty arises
from the fact that these evils are not such as affect only the local
communities hi which they exist, but their results are as broad as
the business interests of the country, and affect in their most intimate and important business relations all the people thereof.
While agreeing substantially with the majority upon many of the
abuses to he corrected in the financial system, the stock exchanges
and the clearing-house associations, the undersigned have doubts as
to the wisdom of some of the remedies proposed by the majority to
correct these abuses.
The evidence produced was quite voluminous and the hearings
were not finally closed until very recently, and we have not had opportunity to carefully weigh this evidence and to consider what reme-

247

248

VIEWS OF THE MINORITY.

dies are necessary on the part of the Federal Government to correct
the conditions which were shown 10 exist, and therefore we do not
feel that we are prepared to fully approve the bills proposed by the
majority of the committee. It has been demonstrated by past
experience that regulation of the business and financial affairs of the
country should be attempted with great care, and should be carried
only far enough to remedy known existing evils, and not so far
as to become destructive of any of the business interests of the
country. We feel that before definitely recommending any remedial legislation, testimony should be taken covering more fully the
effect of the various changes in the law that have been suggested.
As it is manifestly impossible that any of the proposed legislation
can be considered by this Congress, it seems to us wise to leave the
matter of recommending complete remedial legislation to those who
will be charged with the responsibility of formulating and reporting
such legislation to the Sixty-third Congress.

EVERIS A. HATES.
FEANK E. GUERNSEY.
WILLIAM H. HEALD.

VIEWS OF MR. McMORRAN.
I regret that I have not been able to agree with my colleagues as
to the report; my ideas being at wide variance with theirs upon the
construction of the evidence and upon the necessary remedies. I
also recognize that the method of the investigation has been of an
unusual character, entirely different from anything that I have ever
witnessed during my experience in Congress. I refer to the agreement under which no member of the committee has been permitted
to interrogate witnesses upon subjects material to the investigation.
I have given the testimony in the case careful consideration and
have tried to draw my conclusions from an unbiased standpoint, and
my conviction is that my conclusions, as embodied in the following
report, are correct and for the best interests of the American people.
While I believe that attention lias been called in the course of this
investigation to grave deficiencies in our financial laws, I also believe
that a sinister light has been thrown over many banking practices
which was not justified by the facts, that no effort has been made to
show the reasonable and commendable explanation of these practices,
and that in many cases an impression has been given to the country
as to the character and motives of leading bankers which is altogether unfair. A sentiment has been created throughout the country
against Wall Street, and many of our good citizens do not realize
what it means that New York City has become one of the world's
leading money markets, and that the banks of New York and their
associates are now able to handle large transactions which they were
unable to handle only a few years since, when our people were forced
to look to foreign markets for assistance in developing the various
industries and commercial undertakings of the country.
I feel that every American citizen should be proud of the fact that
we have a city like New York, where there is sufficient capital to
handle these enterprises, and should take pride also in the character
and integrity of the men who are at the nead of its large financial
institutions.
THE CLEARING HOUSES.

As regards the clearing houses, under the present organization of
our banking these associations of necessity exercise many important
functions and bear many responsibilities which would not be forced
upon them under a properly organized banking and currency system.
I believe that it is fortunate, in view of the deficiencies in our banking law, that the community has been able to depend upon these
associations to maintain proper standards of banking in normal times
and to afford relief in times of emergency. I believe that the man-

249

250

VIEWS OF THE MINOBITY.

agement and conduct of these associations have been generally characterized by broadmindedness and public spirit rather than by a
selfish desire for personal profit, as the questioning of witnesses frequently implied, and that these associations have rendered inestimable service to the country not only in normal times in providing
means for the exchange and collection of checks but particularly in
periods of stress in arranging for the mutualization of reserves among
the banks, in providing temporary markets for the rediscount of
commercial paper and other banking assets, and in otherwise supplying necessary agencies which our banking system at present lacks.
The intimation in some of the questions to witnesses and in certain
parts of the report that the members of the clearing-house committees
have exercised these powers for the suppression of competing banks
is, I believe, unjust and without foundation in fact In tne testimony
relating to the Oriental Bank and the Mechanics & Traders Bank
I regret very much that the full facts relative to the action of the
clearing house toward these institutions was not spread upon the
record, and I am inclined to think that had the facts been fully
presented a different impression would have been given as to the
action taken by the clearing-house committee.
THE STOCK EXCHANGES.

I believe that it should also be recognized that the New York
Stock Exchange has contributed much to the development of the
transportation, industrial, and commercial activities of the country,
and that its affaire have been conducted by men of repute and standing in the community, and that judged by the magnitude of its transactions, in the light of the tendency of all men at times to err, it is
remarkable that the rules governing its transactions have been so
faithfully observed and enforced.
THE CONCENTRATION AND CONTBOL OF MONEY AND CREDIT.

I believe that much of the evidence in regard to the concentration
and control of money and credit submitted to the subcommittee, both
statistical evidence and the testimony adduced through the questioning of witnesses, has been seriously incomplete and misleading, and
that no such harmony of motive and action has been shown to exist
between the dozen or 18 large banks in different cities which have
been repeatedly named as would justify the description of these banks
as a ''group" or as an "inner group,"' or as would in any way justify
the assertion contained in the majority report that "the acts of this
inner group, as here described, have been more destructive to competition than anything accomplished by the trusts."
In my opinion the method of argument or inference used in connection with the elaborate charts and tables presented to the committee is wholly mistaken. It is not reasonable to select a list of the
largest financial institutions in the leading citie3 and then to assume
that because some of these institutions are associated from time to
time in occasional transactions that the whole number constitutes a
group following a concerted policy with a united purpose, nor is it

VIEWS OF THE MINOBITY.

251

fair to assume that because few transactions of $10,000,000 or more
can be named which have not been handled by one or another of these
large institutions (whose names have been selected for this purpose
because of their size) that this so-called "group" has suppressed
competition.
As to the claim of centralization of the money power in the city of
New York, the fact that within the past 10 years the number of
banks in the United States has increased from 10,000 to 25,000 certainly demonstrates that competition in banking facilities has increased throughout the country, and the fact that the resources of
the New York banks amounted to 23.2 per cent of the country's
resources in 1900 and to only 18.9 per cent in 1912 shows that banking growth has been more rapid elsewhere than in New York.
PBOPOSED LEGISLATION.

In regard to most of the proposals for legislation which have been
brought to the attention of the committee, I feel bound to affirm my
apprehension that their adoption would sound the knell of the
national banking system. I believe that the establishment of a
Federal system of banking, with uniform laws and regulations throughout the country, marked a distinct and important milestone in our
financial history, and I regard the possibility of its discontinuance as a
very grave and serious objection to the general character of the legislation proposed.
I believe that there are fundamental defects in our banking laws
which require remedy at the earliest possible date, and that many of
the banking practices which have aroused apprehension, and to which
criticism has been directed in this investigation, are the result of those
defects and are likely to disappear when a proper banking and currency system has been established.
I would respectfully submit that the immediate_ need of the country
is for banking legislation upon a general scientific plan, and I sincerely hope that the attention of Congress will not be diverted from
these important and fundamental needs by any prior attempt at fragmentary enactments.
RECOMMENDATIONS OF THE COMMITTEE.

With respect to the specific recommendations of the majority, I
desire to submit the following special considerations:
SECTION 1, AS REGARDS CLEARING-HOUSE ASSOCIATIONS.

Under the present organization of our banking the associations
connected with the clearing houses must perform many functions
and exercise great responsibilities which would not be necessary
under a proper banking and currency system. With the existing
very deficient banking law the community has to depend upon these
associations for the protection and maintenance of standards of
banking and for financial relief and assistance in emergencies. On
this account great care must be exercised in framing any restrictive

252

VIEWS OF THE MINORITY.

legislation in order not to hamper the clearing houses in exercising
these functions.
A. Incorporation and regulation.—It would be dangerous to give
Government officials the ultimate power of decision in all clearinghouse questions, first, because immediate action is often necessary
in such matters (at the time of the failure of the Walsh banks hi
Chicago it was only by the concerted action of the clearing-house
committee, taken at midnight, upon an hour's notice, that a frightful banking cataclysm in Chicago was avoided); second, because
these questions often concern the extension of credit to banks by
other bank9, and such questions could not be appropriately decided
by Government officials. The incorporation of clearing houses in
so far as it involved such interference on the part of Government officials would be most harmful. In cases where a decision must be
made within a few hours as to the further extension of credit to a
bank or as to its exclusion from clearing-house privileges the necessity of delaying until the consent of Government officials could be
obtained might work great injury to the other banks connected with
the clearing house and to other creditors as well. Moreover, the lack
of freedom of action on the part of the dearing-house officials would
make it impossible for those who were responsible for the protection
of the banking situation in a community to take such action as was
immediately necessary.
B. Admission of aU hanks.—The minimum capital qualification for
membership in certain clearing houses does not exclude small banks
from the facilities of the clearing house, but it is intended as a protection for the other banks by preventing the easy acquisition of
membership in a clearing house by dishonest institutions. As
already stated, under our present system the clearing-house organizations bear unusual responsibility in maintaining proper standards
of banking in their communities and in arranging for mutual assistance among the banks in periods of stress. It is essential, because
of those responsibilities, that the association should keep its membership clear of the representatives of questionable and unscrupulous interests. On that account the organization must have the
right to prescribe certain qualifications for membership.
C. Examination o£ members.—Unquestionably the employment of
clearing-house examiners, which began in Chicago a decade ago and
which has been adopted in Kansas City, St. Louis, San Francisco,
and a number of other cities, including more recently New York,
marked a step in the right direction and has kept the banking situation clearer and stronger in those communities than it ever was
before. The criticism which has been raised that these examinations allow certain banks inside information in regard to other banks
is invalid in most cities where, under the regulations governing the
examination, the members of the clearing-house committee receive
no detailed information from the examiner as to the business of
particular banks except when those banks are discovered to be in a
dangerous condition. It should be borne in mind that in the clearing-house associations each bank has only one vote, regardless of
its size, and a bank with .31,000,000 capital has no less influence
than a bank twenty-five or more times its size. If anv member has
grounds of complaint he can easily submit them to tne association,
where the majority of banks, which means the smaller banks, have

VIEWS OF THE MINORITY.

253

the power to decide. In the Associated Banks of New York there
are 64 members, and it takes a majority of 33 distinct institutions
to control the association.
D. Issuance of clearing-house certificates.—Here again we have to
do with a function which the clearing houses assume only because
of the grave defects in our banking law. If our banks had available
any reserves of cash or credit to which they could appeal in times of
trouble or any market in which they could transmute into cash
their solvent assets it would be unnecessaiy for the clearing-house
associations to resort to the makeshift of loan certificates, but m
default of such agencies the clearing-house associations have rendered inestimable service during the panics of the last half century
or more in preventing the utter collapse of all business. At such
times they have organized, through their committees, temporary
rediscount markets and have virtually pooled their reserves, and
until some other agency for rediscounting^ and for mutualizing reserves has been provided we shall probably have to resort to these
associations in times of financial trouble. As, however, the issuance
and acceptance of loan certificates means nothing else than the extension of credit by certain institutions to other institutions, their
issue and acceptance and retirement can only be decided upon by
the banks themselves and are not within the province of the Government.
E. Regulation of rates for collecting out-ofrtown checks.—The real
reason for the establishment of uniform collection charges was never
brought out in the evidence. Before the establishment of such
charges, when out-of-town checks and drafts were subject to no discount, millions and millions of such paper were sent back and forth
from one place to another throughout the country wherever a balance was owing from one bank to another. This caused much needless expense of bookkeeping and kept in ostensible life a vast amount
of credit which had no real reason for existence. The establishment
of collection charges, by creating a slight discount on such checks,
has resulted in the immediate return of checks to the bank upon
which they were drawn for payment, and has vastly curtailed the
amount of fictitious credit which formerly resulted from their continued and repeated remittance.
In the testimony it was asserted that the charges for the collection
of checks by the clearing-house banks of New York City were of an
arbitrary character, amounting to 70 cents per thousand. I am not in
a position to say that the charge was unreasonable, but it is a matter
which should receive the serious consideration of the clearing house.
I believe, of course, that the banks are entitled to fair compensation
for the collection of out-of-town checks.
F. The regulation of rates of discount and of interest on deposits, etc.—
The instances where clearing houses have attempted to regulate these
rates are extremely rare. Such regulations are not germane to the
functions of clearing houses, and I see no reason why they should
not be prohibited.

254

VIEWS OF THE MINORITY.
SECTION 2, AS KEGAKDS THE NEW YOKK STOCK EXCHANGE.

So far as further regulation of the exchanges is required, 1 believe
that such regulation should be exercised by the legislatures of the
several States and not by Congress. As measures are now pending
before the Legislature of the State of New York covering practically
every phase of the existing situation, including the incorporation of
exchanges, manipulation, the rehypothecation of securities, etc., the
intervention of Congress would seem unwarranted.
The recommendation of the majority that the use of the mails,
telegraph, and telephone by the Stock Exchange of New York should
be prohibited unless it is incorporated or reorganized in other ways,
is, in my opinion, a very drastic and unwarranted recommendation
and would tend to create a sentiment throughout the country that
the members of the New York Stock Exchange are a group of unscrupulous men. In view of the character of the majority of the
men who are charged with the control of the exchange, I believe that
they will be able to correct any evils that have been developed, and
in my judgment the discipline which can be enforced under the
present organization is better and more effective than could be brought
about under incorporation.
SECTION 3, AS REGARDS CONCENTRATION OF CONTKOL, OF MONEY AND
CREDIT

A. Consolidation of bariks.—It is at least open to question whether
the Comptroller of the Currency has not now the authority to prevent the consolidation of national banks, but there is no serious objection to a definite attribution to him ot such power.
B. Interlocking bank directorates.—No real evil has been shown to
result from the existence of such directorates. The adoption of this
provision, although it would involve no serious consequence, would
deprive certain banks of real advantages which they now enjoy. A
man who has broad experience, who knows the standing of all the
individuals and firms in a community, may render real service on
the boards of various financial institutions, and it is altogether unlikely that he would be retained on such boards if he used his influence
to suppress competition or for the advancement of his own selfish
interests.
C. Voting trusts in banks.—No real evils are shown to have resulted from such voting trusts. No evidence was submitted of
such trusts ever having existed in national banks. There is no
objection, however, to this legislation.
D. Cumulative voting.—This proposition is fraught with great
danger. Cumulative voting would give dishonest interests an opportunity to appoint a director in order, perhaps, to accredit themselves by membership on the board of an institution of first-class
standing. As a result a reputable bank might find itself with a man
upon its board of such character as to discredit the whole institution.
Dishonest interests might also use such power to secure information
regarding the affairs of a corporation which would be of advantage
to its competitors, or in order to make trouble in other directions.
No evidence was presented to show that the minority stockholders
of any banks suffer from lack of control over the banks.

VIEWS OF THE MINOBITY.

255

If there wore any way to allow a minority stockholder representation without incurring this very great danger, such a plan would be
indorsed.
E. Security-holding companies as adjuncts to hanJcs.—Great care

must be exercised in framing legislation not to so hamper or restrict
the national banks as to stimulate their reorganization under State
charter. The banking laws of niost States allow the State banks and
trust companies to perform kinds of business which the national banking law does not allow. On that account State banks and trust companies have developed very rapidly in the course of the last 15 years
as compared with Federal institutions. There are scarcely no advantages to a bank to-day from the possession of a Federal charter.
The privilege of holding Government deposits, the tenuous prestige
of a Federal charter, the very small profit accruing from note issue
are the only advantages, and against these must be set many limitations and disadvantages of other sorts. The organization of subsidiary State banks, trust companies, and security companies, with indissoluble stock ownership between the national banks and the subsidiary company, is a method which has been devised of allowing the
stockholders in a national bank to secure some of the profits from the
kinds of business allowed to State banks and trust companies without
trespassing either upon the letter or the spirit of the law. The assets
and liabilities of each institution are distinct from those of the other,
and the liabilities of one can not be jeopardized by any impairment
of the assets of the other. It would seem, therefore, that this is a
legitimate and safe method of extending the functions of national
banks without any risk to the creditors.
Since their offices and officers are closely related, or identical, there
are certain obvious dangers in the possibility of exchanging loans
and assets between the two institutions, and provision shoulcf therefore be made for the simultaneous examination of both institutions
by Federal and State examiners. This is now the practice in the
case of national banks and trust companies that are owned by the
same stockholders, but it is not necessarily the case with the so-called
security companies which have State charters and which are not
subject to State banking supervision. We would recommend the
adoption of a requirement for simultaneous examination by the
national and State bank examiners in the case of all State chartered
institutions owned by the same persons or substantially the same
persons who own the stock of a national bank.
G. Fiscal agency agreements.—This seems an unnecessary and
unjustified interference with the business of large corporations which
like smaller corporations and individuals, must rely upon banks o
banking houses for financial advice and assistance. An individu
business man generally finds it an advantage to deal continuous
with the same bank. If he is a regular customer of the bank in .go
times as well as in bad times, and if his affairs are thoroughly v
known to the banker over a long period of time, ho can depend u'
the banker much more confidently for assistance, even in period
general unsettlement, than he could without such permanent relat'
With large corporations it is very much the same. It is as
policy for them as for individuals to deal regularly with part'
banks which become thoroughly conversant with the details of

256

VIEWS OF THE MINORITY.

business and which are morally, if not technically, bound to see them
through every contingency.
It is of course possible to prohibit fiscal agency agreements, but
this would not prevent a corporation from dealing with the banks or
bankers that serve him best.
H. Private hankers as depositaries.—I see no reason for prohibiting
interstate corporations from depositing their funds with private
bankers. No evidence has been adduced to show that such corporations have suffered loss by depositing in private banks, nor are they
apt to suffer loss in this way, since their deposits are protected not
merely by the assets and working capital of those firms, but also by
the entire property of all of the partners. If there is any risk in such
deposits, it is not clear why the large interstate corporations which
may be assumed to be well able to look after their affairs should be
singled put for protection rather than the smaller State corporations
and individuals.
I. Banks not to engage in underwritings.—This seems an unreasonable restriction. Industrial companies and railroads are important
factors in our economic life, and they are developed by means of the
issue of securities. It would be a mistake to taKe any such step as
would curtail their development.
J. Investments of banks in bonds.—I see no reason why national
banks should be prohibited from investing more than 25 per cent of
their capital and surplus in bonds. The character of thoroughly
legitimate and useful banking differs among banks in different localities; it differs from one institution to another, and from time to time
in the same institution. Some banks all of the time, and many banks
some of the time, find their most useful and profitable sen-ice in lending for longer periods of time by means of bonds, and there is no reason
why this form of banking should be interfered with. Communities
in many cases are more effectively served by investments in bonds
than by investments in commercial paper. On this point the committee entirely overlooks the fact that it may be of greater ultimate
advantage to a merchant to have the transportation facilities of his
city increased than to have a little readier market for his own notes.
It might perhaps be of advantage to limit the amount of bonds of a
particular corporation which may be held by a bank to a certain proportion of the capital and surplus, but legislation is scarcely necessary
for this purpose. If bank examinations are properly conducted,
excessive holdings of particular securities would oe prevented.
K. Reform of railroad organisation.—Any plan by which the
holder of ft single share can defeat an undertaking is" open to the
serious objection that it gives a power which may be easily abused
to dishonest persons who make a practice of blackmail. Several
notable instances have been cited in the testimony of individuals who
make a practice of purchasing single shares of stock merely to make
trouble for the majority stockholders.
L. Railroad reorganization under supervision of Interstate Commerce Commission.—I see no objection to this proposal beyond the
obvious fact that the commission is already overburdened with
duties.
M. Interstate railroad security issues under supervision of Interstate Commerce Commission.—The objection just mentioned applies
even more pertinently here. The Interstate Commerce Commission

VIEWS OF THE MINOKITY.

257

already has enough to do without passing upon thesq matters. Such
issues often have to be made quickly, and the delay incident to their
reference to this commission might be very harmful.
N. Competitive bidding for interstate security issues.—-This plan
would probably work satisfactorily in times of easy money when
banking houses were searching for business, but in periods of tight
money and unsettlement large corporations might find themselves
in very serious straits, and either quite unable to obtain necessary
financial aid, or able only to obtain it at tremendous loss. As already
said, a corporation in its relation with a bank is like an individual
customer in that if it deals continually with the same bank it is sure
of accommodation in periods of general stress as well as in time of
prosperity, and is certainly in a position to secure better advice and
fairer terms on the average than a corporation that is only an occasional customer.
O. Borrowings by officers from their ownbanks.—This prohibition of
such borrowing is wise and to be commended.
P. Borrowings by directors from their own banks.—A provision that
borrowings by directors should only be permitted on condition that
notice shall have been given to the codirectors is not objectionable,
but the suggestion that the Comptroller of the Currency should give
full publicity in his annual report to every such loan is thoroughly
objectionable. The directors of most banks are the best customers
of those banks. I t would be unjustified and unwise to restrict them
in this way or to prevent them from doing business with their banks.
Q. Borrowing by officers of another bank.—I see no reason for prohibiting such borrowing. I t would interfere with the quite legitimate
practice by which bank officers to-day acquire interests in their banks
by means of loans from other banks, a practice to be encouraged, as
it increases the interest of the officers in the bank.
R. Financial transactions of bank officers to be in their own names.—I
see no objection to this proposal.
S. Participation by bank officers and directors in underwritings.—
This provision seems wise in so far as officers of banks are concerned,
but not as regards directors. The directors of most banks are the
best customers of those banks, and as the directors have very little
or nothing to do with the determination of the daily business of banks,
there seems no sufficient reason for preventing them in this way from
engaging in transactions in which the bank is interested.
T.' Accepting and offering rewards for bank loans.—This seems an
altogether proper regulation.
U. Limitation of number of directors of banks.—A provision of this
sort would probably make the directors more active and more
responsible. On the other hand, it doubtless would work injury to
certain banks whose directors at present bring business to the institutions. I do not feel that this provision is of great importance, but,
on the whole, am inclined to recommend it.
V. Publicity for assets and stockholders of banks.—It is doubtful
whether anything would be gained by requiring the publication of
the stockholders of banks. Depositors can not know much about
the actual property holdings of the shareholders. The names of the
directors are published, and, in general, include the largest stockholders. Their standing is known, and the character of the bank is
80519—H. Kept. 1593, 62-3 17

258

VIEWS OF THE MINORITY.

determined by it. The publication of the stockholders of banks would
probably be offensive to many individuals who do not like to have
their private affairs made public, and to that extent the publication
would tend to depress the value of bank stocks. In case of the failure
of a bank, the publicity of the names of stockholders might possibly
result in apprehension with regard to their solvency because of their
double liability, and it might thereby entail far-reaching unsettlement. One result of such a provision would be the insertion of many
fictitious names on the stockholders' list, which, in view of the double
liability of stockholders, would be unfortunate. On the whole, we are
not inclined to recommend this proposal.
As regards the publication in detail of security holdings, it would
be objectionable and it might be dangerous to enforce such requirement. If, for instance, a bank happened to hold the securities of a
corporation which failed, and the public was aware of those investments, a run upon the bank might result, even though the loss did
not in the least jeopardize the deposits or other liabilities pf the bank.
The public, in other words, must be protected from itself. The one
and only justification for secrecy in banking matters is that a little
knowledge is apt to be a very dangerous thing. It is unquestionably
dangerous for those who do not know all about a bank's condition to
know too much. It is sufficient that the bank examiners and the
directors are familiar with those details. The depositor and the
individual stockholder must put their trust in the directors and
officers and examiners. If the Comptroller of the Currency and his
examiners can not safeguard the public in this matter, the comptroller's office might as well be abolished.
Respectfully submitted.

HENET MCMORRAN.

Full text of Report of the Committee Appointed Pursuant to House Resolutions 429 and 504 to Investigate the Concentration of Control of Money and Credit

FRASER