Page:Federal Reporter, 1st Series, Volume 9.djvu/755

 740 FEDERAL REPORTER. �pany; that a new corporation should be organized, under the laws of the State of Illinois, to own, operate, and control such railroad fran- chises and property, which should bear the name of the Toledo, Peoria & Western Eailroad Company ; that the holders of the bonds, indebted- ness, and stock of the old company should deliver the same to the Far- mers' Loan & Trust Company of New York, subject to the order of the committee ; that the committee should convey the title to the railroad, its franchises, and appurtenances, so purchased by them, to the new corporation, and the new corporation should make a mortgage on the same to secure 4,500 bonds of $1,000 each. Alsoa second mortgage to secure $3,900,000,— $2,900,000 of which should be called "firstpre- ferred income bonds," to be issued in sums of $1,000 each ; $1,000,000 of said bonds to be called "second preferred income bonds, " to be issued in sums of $1,000 each; and that the new corporation should also issue 30,000 shares of stock, of the par value of $100 per share, mak- ing a total of $3,000,000 stock; that the holders of the mortgage bonds of the old company should recoive in place of their old securities the new bonds, secured by the first and second mortgages, at certain rates fixedby the agreement ; that the holders of the floating debt of the old company (which means, we assume, the unsecured indebtedness of this company, including this complainant) should receive, on sur- render of their evidences of indebtedness, "second preferred income bonds" of the new company at par, to the full amount of their respect- ive debts and interest; that the holders of the first preferred stock of the old company should receive, on the surrender of the stock certifi- cates to the committee, stock of the new company to the amount of 50 per cent, of their old stock. Holders of the second preferred stock should receive stock of the new company to the amount of 30 per cent. of the old stock, and holders of the common stock of the old company should receive 25 per cent, in stock of the new company. �In his original bill, complainant stated the substance of this agree- ment in a very meager and imperfect manner, because, as he charged, the agreement was in the hands of defendants, and he was unable to procure a copy. He has since obtained a copy of the agreement, and filed an amendment to his bill, with a copy of said agreement, so that the agreement itself is now before the court for construction. The bill charges that this scheme or plan of reorganization is fraud- aient as against the creditors of the old company, and seeks to have the stock of the new company, provided in the agreement to be issued to the stockholders of the old company, placed in the hands of a re- ceiver and sold, and the proceeds applied to the payment of complain- ��� �