the value of said leased properties, and properties of controlled companies; but that the expenditures required for that purpose have exceeded the resources of the defendant; that the defendant has recently entered into contracts for electrification, which are now in course of performance; that the ultimate liability of the defendant under such contracts is upwards of Four million dollars; that the defendant is and will be unable to meet such liability, and that notwithstanding large amounts have been expended in the purchase of materials and otherwise in connection with such electrification, such work must be suspended, thereby causing heavy loss to the defendant and subjecting the defendant to heavy liabilities; that the defendant has been required and will be required to make large expenditures for the maintenance and repair of its system and among other things has entered into contracts for new equipment to replace equipment destroyed, or otherwise requisite for the operation of its system; that said equipment will shortly be deliverable and that the defendant will be unable to pay therefor, although immediately necessary for the operation of its lines; that in the course of the operation of its lines, numerous accidents have occurred, in respect of which suits have been brought and are now pending, and that said suits to the number of several thousand are now upon the calendars of the courts awaiting trial, and that the defendants will be without means to meet judgments recovered in said suits.

NINTH.-That your orators are informed by the officers of the defendant and believe that the defendant has outstanding floating indebtedness for materials, equipment, taxes and supplies furnished, to the amount of upwards of Two million dollars; that said floating indebtedness is now overdue; that the defendant is unable to pay the same, and that the holders thereof are pressing for payment thereof, that the defendant also has outstanding obligations to the amount of several million dollars, the payment of which is secured by obligations of various companies controlled by the defendant or owning leased lines embraced in the defendant's system; that said obligations are payable on demand and that the defendant is without means to pay such obligations, or under existing financial conditions to effect new loans against such collateral and is without other collateral available for such purpose. Your orators are informed and believe that the defendant has no means at hand with which to meet its immediate pressing needs in operating its system; that many of the creditors to whom the defendant is liable are pressing the defendant for immediate payment, and that some of said creditors may bring suits in respect of their said claims, and may levy execution on the lines of railroad owned by the defendant and on the material supplies and other property of the defendant on hand and kept by the defendant for necessary use in operating said railway system, and your orators allege that there is grave danger that the lines of the defendant may no longer be operated in a single system, but the various lines which are now owned or controlled or leased by the defendant may be broken up and be separately operated; that there is likewise grave danger that suits may be instituted against the defendant in respect to the claims above stated;

and that it is essential to the interest of the defendant and to the interest of the public and to your orators that the property of the defendant should not be sacrificed; that the position of the defendant is the more acute by reason of the depressing financial situation; that the gross income of the system decreased during the last fiscal year and about Six hundred thousand dollars, while the expenses of operation and maintenance increased about the same amount, an aggregate difference of about One million two hundred thousand dollars; that the claims for special franchise taxes which are now in litigation, amount to over Three million dollars, and the Comptroller of the City of New York is pressing for the payment of these taxes, and that the defendant has not sufficient credit to obtain the funds required for the operation of its properties.

TENTH. And your orators allege, on information and belief, that the only means whereby the defendant can meet its obligations under said lease from said Metropolitan Street Railway Company and pay its float ing indebtedness and discharge its current obligations, is by the con tinued maintenance and operation of said system as a whole by an un interrupted use thereof; that any suits upon or process against its properties or its revenues would seriously embarrass and cripple it, and diminish, if not destroy, its power successfully to operate said system, in the exercise of its franchises; that said system, together with all its appurtenances, rolling stock and other property connected therewith are now in reasonably good state and condition; that the railroads operated by the defendants are so numerous and extensive as to constitute practically the entire street surface railroad system in the County of New York; that during the last year the lines owned by or leased by the defendant carried about four hundred million passengers, and the average number of persons employed by the defendant and its various controlled and allied corporations will exceed six thousand; that it is of vital importance to the people of said County of New York that said system shall continue to be operated as a whole, and to this end it is of like importance that said system shall be preserved; that notwithstanding the fact that every effort has been made to provide funds for the payment of the indebtedness of the defendant, or for the extension of the time of payment thereof, such efforts have proved unsuccessful; that unless some definite action is taken on behalf of all the creditors so that the operation of defendant's system may be kept intact, great and severe loss will be inflicted on all creditors; that the credit of the defendant has been seriously impaired; that it has not money to pay the debts which have matured, and has no reasonable hope of finding assistance from any quarter to enable it to do so, and that the defendant is insolvent.

Your orators believe unless the Court, in view of the facts above set forth, shall take said system of the defendant into judicial custody for the protection of every interest therein, that immediately upon default, individual creditors will assert their rights and remedies in different Courts; that the result will be a multiplicity of suits and a race of diligence; that attempts will be made to secure judgments and priorities; that levies will be made upon cars, rolling stock, material and supplies

indispensable to the operation of the system, which will greatly interfere with, and ultimately prevent defendant from, the proper performance of its duties as a common carrier, and of its mail and express contracts, and will seriously diminish its earnings; that it will be impossible to operate the system as a whole, and the system of transfers among the lines in said system will be broken up, to the serious inconvenience of the public, and a most important and valuable property dismembered, which might be preserved by adequate judicial protection in this Court.

And your orators allege that an attempt by your orators to enforce at law their claims as general creditors would precipitate similar action on the part of other creditors, and this in turn would lead to wasteful strife and controversy, which your orators believe can be avoided, and the property preserved for equitable distribution among those entitled thereto, only by the intervention of a Court of equity and the granting of equitable relief, including the appointment of a Receiver.

ELEVENTH.-That under these circumstances the interference of a Court of equity for the protection of your orators' rights, is imperatively required, and especially for the timely appointment of a Receiver to take charge of and preserve the property of the defendant, continue the operation of its system for the accommodation of the public, and collect and receive and properly appropriate the income thereof until the final decree of the Court in the premises.

TWELFTH.-That this is a civil suit in nature of a claim in equity, and the matter in dispute exceeds, exclusive of interest, and costs, the sum of Five thousand dollars.

THIRTEENTH.—Inasmuch, therefore, as your orators have no adequate remedy at law for their aforesaid grievances, and can have relief only in equity, your orators file this bill of complaint in behalf of themselves and other creditors of the defendant, who may come in and contribute to the expense thereof, and pray for equitable relief, as follows:

1. That the rights of your orators and all the other creditors of the defendant may be ascertained and decreed, and that the Court will fully administer the fund in which your orators are interested, constituting the entire railroad system and other assets of the defendant, and will for such purpose marshal all the assets of the defendant and ascertain the several and respective liens and priorities existing thereon, and enforce and decree the rights, liens and equities of the creditors of the defendant, as the same may be finally ascertained and decreed by the Court upon respective interventions or applications of each and every such creditor or lienor in and to each and every portion of the assets and property of the defendant.

2. That for the purpose of preserving the unity of the system of the defendant as it has been maintained and operated, a Receiver may be appointed for the defendant and of all the property of the defendant, real, personal and mixed, of whatsoever kind and description and wheresoever situated, including all railroads owned, leased or operated, tracks and terminal facilities, rolling stock, franchises, leases, rights and prop.

erties with full power to sue for, collect, receive and take into his possession, goods, chattels, rights, credits, moneys, effects, lands, tenements, books, papers and property of every description of the defend ant, and with all the incidental powers ordinarily vested in Receivers in like cases, and with full power and authority to run and operate such railroads, estates and property, and to collect and receive all rents. issues, profits and income thereof, and to apply the said income and receipts thereof under the orders or decrees of the Court, for such period as the Court shall order, to protect and preserve the corporate franchises, privileges and property, and to preserve the corporate existence of the defendant and to protect and preserve the said railroads, estates and property, real and personal, from being sacrificed under any proceedings which can or may be taken, liable to prejudice or sacrifice the same and to do any and all acts which may be necessary to preserve valuable rights and franchises of the defendant, or otherwise requisite or proper.

3. That temporarily and pending this suit, an injunction may issue against the defendant and all persons claiming and acting by, through or under it, and all other persons, to restrain them from interfering with said Receiver taking possession of said property, and that your orators may have such further relief in the premises as the nature of the case may require and as may be agreeable to equity.

4. That the defendants be required to answer all and singular the matters above stated.

5. That a writ of subpoena may be granted to your orators to be directed to the defendant, thereby requiring the defendant personally to appear on a certain day before the Court and then and there full, true, direct and perfect answer make to all and singular the premises (but not under oath, which is hereby expressly waived), and further to perform and abide by such further order, direction or decree therefor, as to the Court shall seem meet.

6. That your orators have such further and other relief as the Court may deem proper and equitable.

And your orators will ever pray, etc.

(Sgd.) BYRNE & CUTCHEON, Solicitors for Complainants.

(Sgd.) JAMES BYRNE,

Of Counsel.

STATE OF NEW YORK,

County of New York,

Southern District of New York. J

JOHN V. W. REYNDERS, being duly sworn, deposes and says that he is the Vice-President of The Pennsylvania Steel Company, one of the com plainants above named; that he had read the foregoing bill of complaint and knows the contents thereof and that the same is true of his own

knowledge except as to the matters therein stated to be alleged on information and belief and as to those matters he believes it to be true. (Sgd.) JOHN V. W. REYNDERS.

NATHANIEL J. HAYWOOD, being duly sworn, deposes and says that he is the Secretary of Degnon Contracting Company, one of the complainants above named; that he has read the foregoing bill of complaint and knows the contents thereof and that the same is true of his own knowledge except as to the matters therein stated to be alleged on information and belief and as to those matters he believes it to be true.

FORM XX.-BILL IN EQUITY FOR THE APPOINTMENT OF ANCILLARY RECEIVER.

[190 Fed. 794 in which the author has counsel.]

To the Honorable Judges of the [District] Court of the United States for the Southern District of New York:

Ridgeway Bowker, of Camden, in the State of New Jersey, who is a citizen of said State of New Jersey, brings this his bill against Haight & Freese Company, which is a corporation incorporated under the laws of the State of New York, and which is a citizen of and resident and doing business in the City, County and State of New York, and having its principal place of business at No. 53 Broadway, Borough of Manhattan, County and City of New York, and against the Seaboard National bank organized under the laws of the United States, and having its principal place of business in the City, County and State of New York, and against the Consolidated National Bank, which is a national bank organized under the laws of the United States, and having its principal place of business in the City, County and State of New York, and the