We are also told that the railroads are dominated by a group of bankers and that the influence of the latter, if not sinister, is at least unprogressive and monopolistic in its tendency. When we reach this question we are beyond the scope of issues in this lawsuit which had Pullman, not the railroads, as defendants. The record tells us nothing of the operations of railroad bankers nor of the war between them, if such there is. Surely we should be going far beyond proper judicial process if we played, either way, any hunches we may have, about this question.
Approval of the sale to the railroads does not imply disapproval of other bidders. We are much impressed with all of them. We do not approve Pullman's selection because it has chosen the bid that brings it what it regards as the most favorable terms. We approve it because, following our direction to sell, it now appears with a buyer. That buyer is, as said above, the most natural purchaser, because it has the legal responsibility for providing sleeping cars and comes in under terms which we are satisfied are in accordance with the judgment of this Court.
Pullman with notice to counsel for the United States and the railroad buying group may submit a form of order for approval of its sale which embodies the provisions discussed in this opinion.
This cause came on to be heard upon the application of Pullman, Inc. for approval of its executory contract of sale of stock to certain purchasing railroads, and, after testimony had been taken in court, was fully argued by counsel. Whereupon, upon consideration of the said application and of the petitions filed by several intervenors, it is upon motion by Ralph M. Shaw, Esq., Seth W. Richardson, Esq., and George Wharton Pepper, Esq., of counsel for the applicant, ordered, adjudged and decreed as follows:
1. That the said contract of sale be and the same is hereby approved upon the conditions herein specified.
2. That the said conditions of approval are the following:
(1) That no person shall be at the same time a director of Pullman, Inc. and of any vendee railroad, or of Pullman Standard and of any such railroad, or of Pullman, Inc. and of Pullman Company, or of Pullman Company and of Pullman Standard;
(2) That in the event that Pullman Company desires to acquire new sleeping cars the purchase shall be made only after competitive bidding in the same manner as provided by the regulations ordered by the Interstate Commerce Commission on October 6, 1919, to be effective for competitive bidding, as those regulations have been or may hereafter he amended from time to time by the Interstate Commerce Commission;
(3) That in the event that any vendee railroad desires to acquire new sleeping cars the purchase shall be made only after like competitive bidding;
(4) That the term 'vendee railroad' as used in the foregoing sub-paragraphs (1) and (3) of Paragraph 2, means a railroad which has purchased and at the time owns or controls any of the stock of the Pullman Company or at the time owns or controls the stock of any corporation to which any of the stock of the Pullman Company, or the assets or business of said Pullman Company or any substantial portion of the said assets of business, may be sold or transferred;
3. That after consummation of the sale hereby approved, Pullman Company and any person or corporation to whom the vendee railroads may hereafter sell Pullman Company's stock or assets shall continue to be bound until further order of the Court by all the provisions of the decree of this Court made May 8, 1944.
4. That the Pullman Company or any person or corporation to whom the vendee railroads may hereafter sell Pullman's stock or assets shall offer to enter into a contract to supply, as available, excess sleeping cars, not purchased by individual railroads, upon proper terms, to such railroads as may desire such contract.
5. That such detailed agreement as Pullman, Inc. and the vendee railroads may formulate in order to consummate the sale hereby approved shall before execution be submitted to this court for approval together with evidence that no such interlocking directorates continue to exist as are herein disapproved.
6. That the terms of the order of this Court entered March 22, 1945, are hereby declared to have been complied with by Pullman, Inc.
7. That the declarations of this order shall have the same effect as if injunction had issued to enforce them.
8. This order is made without prejudice to the rights of the employees of the Pullman Company under existing contracts and practices.
9. That jurisdiction of this cause is retained for the purpose of effectuating the provisions of this order.
JOHN BIGGS, Jr.
ALBERT B. MARIS
HERBERT F. GOODRICH