ISTo In tlie United States Circuit Court for tlie Eastern District of Missouri. SUPPLEMENTAL DECREE. 7 J 1 In the United States Circuit Court for the Eastern District of Missouri.. United States vs, No. —. Supplemen- Standard Oil Company of tal decree. New Jersey and others. Whereas final decree was entered in the above entitled cause in this court on the twentieth day of November, 1909, in the following words, viz: In the Circuit Court of the United States for the Eastern Division of the Eastern Judicial District of Missouri. In Equity. No. 5371. United States of America, petitioner. ^ vs. Standard Oil Company of New Jersey and others, defendants. Decree. j The case Avas argued on behalf of the United States by Mr. Frank B. Kellogg and Mr. Charles B. Morrison. The Attorney General, Mr. Cordenio A. -" Severance, and Mr. J. Harwood Graves were on the 15071—11 tl 2 brief. It was argued for the defendants by Mr. John G. Milburn, Mr. D. T. Watson, Mr. Moritz Rosenthal, and Mr. John G. Johnson. Mr. Prank L. Crawford, Mr. Chauncey W. Martyn, Mr. Doug¬ las Campbell, Mr. Walter P. Taylor, Mr. M. P. Elliott, Mr. Martin Carey, Mr. John M. Preeman, Mr. Ernest C. Irwin, and Mr. W. I. Lewis were on the briefs. After deliberation, it is ordered, adjudged, and decreed: Section 1. That in and prior to the year 1899 there were twenty corporations organized, respec¬ tively, under the laws of various States engaged in commerce in petroleum and its products, either among the States, or in the Territories, or with for¬ eign nations, and these corporations held a ma¬ jority of the stock and controlled the business and operations of many other corporations engaged in that commerce; that one of these corporations was the Standard Oil Company of New Jersey, here¬ after called the Standard Company, which had a capital stock of $10,000,000.00; that since the year 1890 the defendants named in section two of this decree have entered into and are carr 3 dng out a combination or conspiracy in pursuance whereof about the year 1899 they caused the capital stock of the Standard Company to be increased to $100,000,000.00, caused a majority of the stock of the nineteen companies, and the power to control them, and to manage their trade, and the power to control the corporations which they controlled and 3 to manage their trade, to be vested in and held by the Standard Company in exchange for its stock which was issued to the former holders of the stock of the nineteen companies, and caused the Standard Company ever since to control all these corpora¬ tions, hereafter called the subsidiary corporations, and to manage their trade without competition among themselves as the trade and business of a single person; that this combination or conspiracy is a combination or conspiracy in restraint of trade and commerce in petroleum and its products among the several States, in the Territories, and with for¬ eign nations, such as an act of Congress approved July 2, 1890, 26 Stat., 209, c. 647 (U. S. Comp. Stat., 1901, page 3200), entitled ^^An act to protect trade and commerce against unlawful restraints and monopolies,” declares to be illegal. Section 2. That the defendants, John D. Rocke¬ feller, William Rockefeller, Henry H. Rogers, Henry M. Flagler, John D. Archbold, Oliver H. Payne, and Charles M. Pratt, hereafter called the seven individual defendants, united with the Stand¬ ard Company and other defendants to form and effectuate this combination, and since its formation have been and still are engaged in carrying it into effect and continuing it; that the defendants, Anglo- American Oil Company (Limited), Atlantic Refin¬ ing Company, Buckeye Pipe Line Company, Borne-Scrymser Company, Chesebrough Manufac¬ turing Company (Consolidated), Cumberland Pipe X Line Company, Colonial Oil Company, Continental 4 Oil Company, Crescent Pipe Line Company, Henry C. Folger, jr., and Calvin N. Payne, a copartner¬ ship doing business under the firm name and style of Corsicana Refining Company, Eureka Pipe Line Company, Galena Signal Oil Company, Indiana Pipe Line Company, Manhattan Oil Company, Na¬ tional Transit Company, New York Transit Com¬ pany, Northern Pipe Line Company, Ohio Oil Com¬ pany, Prairie Oil and Gas Company, Security Oil Company, Solar Refining Company, Southern Pipe Line Company, South Penn Oil Company, South¬ west Pennsylvania Pipe Lines Company, Standard Oil Company of California, Standard Oil Company of Indiana, Standard Oil Company of Iowa, Stand¬ ard Oil Company of Kansas, Standard Oil Com¬ pany of Kentucky, Standard Oil Company of Nebraska, Standard Oil Company of New York, Standard Oil Company of Ohio, Swan and Finch Company, Union Tank Line Company, Vacuum Oil Company, Washington Oil Company, Waters- Pierce Oil Company, have entered into and became parties to this combination and are either actively operating or aiding in the operation of it; that by means of this combination the defendants named in this section have combined and conspired to monopolize, have monopolized, and are continuing to monopolize a substantial part of the commerce among the States, in the Territories, and vdth for¬ eign nations, in violation of section 2 of the anti¬ trust act. 5 Section 3. That the defendants Argand Refining Company, American Lubricating Oil Company, Acme Oil Company, Baltimore United Oil Com¬ pany, Buffalo IsTatural Oas Fuel Company, Bush and Denslow Manufacturing Company, Camden Consolidated Oil Company, Commercial Natural Gas Company, Connecting Gas Company, Eastern Ohio Oil and Gas Company, Eclipse Lubricating Oil Company, Florence Oil and Refining Company* Franklin Pipe Company (Limited), Lawrence Natural Gas Company, Mahoning Gas Fuel Com- ♦ pany. Mountain State Gas Company, National Fuel Gas Company, Northwestern Ohio Natural Gas Company, Oil City Fuel Supply Company, Oswego Manufacturing Company, Pennsylvania Gas Com¬ pany, Pennsylvania Oil Company, People’s Natu¬ ral Gas Company, Pittsburg Natural Gas Com¬ pany, Platt and Washburn Refining Company, Re¬ public Oil Company, Salamanca Gas Company, Standard Oil Company of Minnesota, Taylorstown Natural Gas Company, Tide Water Oil Company, Tide Water Pipe Company (Limited), United Natural Gas Compan}^, United Oil Company, have not been proved to be engaged in the operation or carrying out of the combination, and the bill is dis¬ missed as against each of them. Section 4. That in the formation and execution of the combination or conspiracy the Standard Company has issued its stock to the amoTint of more than $90,000,000.00 in exchange for the stocks of 6 other corporations which it holds, and it now owns and controls all of the capital stock of many corpo¬ rations, a majority of the stock or controlling in¬ terest in some corporations, and stock in other corporations as follows: Name of company. Total capital stock. Owned by Standard Oil Com¬ pany. Anglo-American Oil Company (Limited). £1,000,000 £999,740 Atlantic Refining Company. 85,000,000 $5,000,000 Borne-Scrymser Company. 200,000 199,700 Buckeye Pipe Line Company. 10,000, COO 9,999, 700 Chesebrough Manufacturing Company (Consolidated). 500,000 277, 700 Colonial Oil Company. 250,000 249,300 Continental Oil Company. 300,000 300,000 Crescent Pipe Line Company. 3,000,000 3,000,000 Eureka Pipe Line Company. 5,000,000 4,999,400 Galena-Signal Oil Company. 10,000,000 7,079,500 Indiana Pipe Line Company. 1,000,000 999,700 Lawrence Natural Gas Company. 450,000 450,000 Mahoning Gas Fuel Company. 150,000 149,900 Mountain State Gas Company. 500,000 500,000 National Transit Company. 25,455,200 25,451,650 New York Transit Company. 5,000,000 5,000,000 Northern Pipe Line Company. 4,000,000 4,000,000 Northwestern Ohio Natural Gas Company. 2,775,250 1,649, 450 Ohio Oil Company. 10,000,000 9,999,850 People’s Natural Gas Company. 1,000,000 1,000,000 Pittsburg Natural Gas Company. 310,000 310,000 Solar Refining Company. 500,000 499,400 Southern Pipe Line Company. 10,000,000 10,000,000 South Penn Oil Company. 2,500,000 2,500,000 Southwest Pennsylyania Pipe Lines. 3,500,000 3,500, 000 Standard Oil Company (of California). 17,000,000 16,999,500 Standard Oil Company (of Indiana). 1,000,000 999,000 Standard Oil Company (of Iowa). 1,000,000 1,000,000 Standard Oil Company (of Kansas). 1,000,000 999,300 Standard Oil Company (of Kentucky). 1,000,000 997,200 Standard Oil Company (of Nebraska). . 600,000 599, 500 Standard Oil Company (of New York). 15,000,000 15,000,000 Standard Oil Company (of Ohio). 3,500,000 ! 3,499,400 Swan and Finch Company. 100,000 100,000 Union Tank Line Company. 3 500,000 3,499,400 Vacuum Oil Company. 2,500,000 1 2,500,000 Washington Oil Company. 100,000 71,480 Waters-Pierce Oil Company. 400,000 1 274,700 7 That the defendant National Transit Company, which is owned and controlled by the Standard Oil Company as aforesaid, owns and controls the amounts of the capital stocks of the following- named corporations and limited partnerships stated opposite each, respectively, as follows: Name of company. Total capital stock. Owned by National Transit Company. rionneeting G-as Dorn pa,ny . 8825,000 1,000,000 6,000,000 50,000 10,000,000 8412,000 998,500 5.999.500 19,500 9.999.500 Cumberland Pipe Line Company. East Ohio Gas Company. Franklin Pipe Company, Limited. Prairie Oil & Gas Company. That the Standard Company has also acquired the control by the ownership of its stock or other¬ wise of the Security Oil Company, a corporation created under the laws of Texas, which owns a re¬ finery at Beaumont in that State, and the Man¬ hattan Oil Company, a corporation which owns a pipe line situated in the States of Indiana and Ohio; that the Standard Company and the corpora¬ tions and partnerships named in section 2 are en¬ gaged in the various branches of the business of producing, purchasing, and transporting petroleum in the principal oil-producing districts of the United States in New York, Penns 3 dvania, West Virginia, Tennessee, Kentucky, Ohio, Indiana, Illinois, Kansas, Oklahoma, Louisiana, Texas, Colo¬ rado, and California in shipping and transporting the oil through pipe lines owned or controlled 8 by these companies from the various oil-producing districts into and through other States, in refining the petrolevim and manufacturing it into various products, in shipping the petroleum and the prod¬ ucts thereof into the States and Territories of the United States, the District of Columbia, and to foreign nations, in shipping the petroleum and its products in tank cars owned or controlled by the subsidiary companies into various States and Ter¬ ritories of the United States and into the District of Columbia, and in selling the petroleum and its products in various places in the States and Terri¬ tories of the United States, in the District of Co¬ lumbia, and in foreign countries; that the Stand¬ ard Company controls the subsidiary companies and directs the management thereof so that none of the subsidiary companies competes with any other of those companies or with the Standard Company, but their trade is all managed as that of a single person. Section 5. That the stocks of the various corpo¬ rations which are named in section 2 and described in section 4 of this decree held by the Standard Company were acquired and are held by it by virtue of the illegal combination; that the Standard Com¬ pany, its directors, officers, agents, servants, and employees are enjoined and prohibited from vot¬ ing any of the stock in any of the subsidiary com¬ panies named in section 2 of this decree, and from exercising or attempting to exercise any control, 9 direction, supervision, or influence over the acts of these subsidiary companies by virtue of its holding of their stock. And these subsidiary companies, their offlcers, directors, agents, servants, and employees are, and each of them is, enjoined and prohibited from de¬ claring or paying any dividends to the Standard Company on account of any of the stock of these subsidiary companies held by the Standard Com¬ pany, and from permitting the latter company to vote any stock in, or to direct the policy of, any of said companies, or to exercise any control whatso¬ ever over the corporate acts of any of said com¬ panies by virtue of such stock, or by virtue of the power over such subsidiary corporation acquired by means of the illegal combination. But the de¬ fendants are not prohibited by this decree from distributing ratably to the shareholders of the principal company the shares to which they are equitably entitled in the stocks of the defendant corporations that are parties to the combination. Section 6 . That the defendants named in section 2 of this decree, their officers, directors, agents, servants, and employees are enjoined and prohib¬ ited from continuing or carrying into further effect the combination adjudged illegal hereby, and from entering or performing any like combination or conspiracy, the effect of which is, or will be, to restrain commerce in petroleum or its products among the States, or in the Territories, or with 10 foreign nations, or to prolong the unlawful monop¬ oly of such commerce obtained and possessed .by defendants as before stated, in violation of the act of July 2,1890, either (1) by the use of liquidating certificates, or other written evidences, of a stock interest in two or more potentially competitive parties to the illegal combination, by causing the conveyance of the physical property and business of any of said parties to a potentially competitive party to this combination, by causing the convey¬ ance of the property and business of two or more of the potentially competitive parties to this combina¬ tion to any party thereto, by placing the control of any of said corporations in a trustee, or group of trustees, by causing its stock or property to be held by others than its equitable owners, or by any similar device; or (2) by making any express or implied agreement or arrangement together, or one with’another, like that adjudged illegal hereby, relative to the control or management of any of said corporations, or the price or terms of pur¬ chase, or of sale, or the rates of transportation of petroleum or its products in interstate or interna¬ tional commerce, or relative to the quantities thereof purchased, sold, transported, or manufac¬ tured by any of said corporations which will have a like effect in restraint of commerce among the States, in the Territories, and with foreign nations to that of the combination the operation of which is hereby enjoined. 11 Section 7. The defendants named in section two of this decree are enjoined and prohibited, until the discontinuance of the operation of the illegal com¬ bination, from engaging or continuing in commerce among the States or in the Territories of the United States. Section 8. The United States shall recover its costs herein, to be taxed by the clerk of the court, and shall have execution therefor. Section 9. This decree shall take effect thirty (30) days after its entry in case no appeal is taken from it. If an appeal is taken from this decree by the defendants, or by any of them, and a bond in the amount of fifty thousand dollars ($50,000.00), conditioned to operate as a supersedeas, approved ' by one of the circuit judges, is given within thirty (30) days after the entry of this decree, then this decree, unless reversed or modified, shall take effect thirty (30) days after the final decision of this case by the Supreme Court upon the appeal. St. Louis, November 20, 1909. Walter H. Sanborn, Willis Van Devanter, William C. Hook, Elmer B. Adams, United States Circuit Judges. And whereas certain of the defendants appealed from said decree to the Supreme Court of the United States, which court, after duly considering the same, did, on the fifteenth day of May, 1911, 12 order, adjudge, and decree that the decree of the said Circuit Court in this cause be modified as indi¬ cated in the opinion of the said Supreme Court, and as so modified, affirmed, the said Circuit Court to retain jurisdiction to the extent necessary to com¬ pel compliance in every respect with its decree. And whereas the modification indicated in the opinion of the Supreme Court was in the following language, viz: We think that in view of the magnitude of the interests involved and their complexity that the delay of thirty days allowed for exe¬ cuting the decree was too short and should be extended so as to embrace a period of at least six months. So, also, in view of the possible serious injury to result to the public from an absolute cessation of interstate com¬ merce in petroleum and its products by such vast agencies as are embraced in the combi¬ nation, a result which might arise from that , poi'tion of the decree which enjoined car¬ rying on of interstate commerce not onh^ by the New Jersey corporation, but by all the subsidiary companies, until the dissolution of the combination by the transfer of the stocks in accordance with the decree should not have been awarded. Our conclusion is that the decree below Avas right and should be affirmed, except as to the minor matters concerning AAdiich Ave have indicated the decree should be modified. And AAdiereas the mandate of the Supreme Court having been duly issued and filed in the office of 13 the clerk of this court affirming said judgment, now, therefore, on motion of the United States it is ordered, adjudged, and decreed: (1) Subdivision 9 of the original decree in this cause is hereby modified .in accordance with the opinion of the Supreme Court of the United States so as to extend the ^period of thirty days therein prescribed to six months after the date of filing the mandate in this cause, to wit, six^months from the 21st day of June, 1911, or to such later date as this court may hereafter prescribe on application made therefor. (2) That subdivision 7 of the original decree in this cause, wherein the defendants named in sec¬ tion 2 of the decree were enjoined and prohibited until the discontinuance of the operation of the illegal combination from engaging or continuing in commerce among the States or in the Territories of the United States, is hereby amended in accord¬ ance with the opinion of the Supreme Court of the United States, and the said defendant corporations are not enjoined pending the six months provided hereby, or any additional time allowed by the court, for the dissolution of the combination from so en¬ gaging or continuing in commerce among the States or in the Territories of the United States. (3) That in all other respects the said original decree and all parts thereof remain in full force and elfect, and this court hereby retains jurisdic¬ tion of said cause to the extent necessary to compel a compliance with the same in every respect. 14 Any party to this cause may apply on the foot of this decree for further directions. Waltek H. Sanborn, William C. Hook, Elmer B. Adams, United States Circuit Judges. Willis Van Devanter, Circuit Justice. Dated St. Louis, June —, 1911. O I'iled and recordad July 29, 1911 -5 I •i A