3984 during the year 1902 were in a more or less chaotic condition; and that he had made every effort in his power to produce the books and papers of said DeForest Company; but was unable to do so. DeForest said that he could not state that there was any written transfer The said Lee of the patents, property and assets of the said DeForest Company to the said American DeForest Company. He said that he had seen a copy of a resolution agreeing to transfer such rights to the said American DeForest Company; but that he was unable to produce a copy of such resolution. He further stated: That in the Charter of the said DeForest Company, no provision was made for more than one class of stock; that after the transfer by the said DeForest Company to the said American DeForest Company, a number of stockholders in the said DeForest Company exchanged their stock for stock in the American DeForest Company; that a block of stock of the said American DeForest Company of the par value of $1,500,000 or more, was issued to said DeForest Company, in exchange for its American rights; that later, an amount of such stock, the amount of which said witness did not specify, was transferred by said American DeForest Company to said DeForest Company in exchange for its foreign rights; and other property not provided for in the original transfer; that the stock thus issued by said American DeForest Company to said DeForest Company was pledged to secure a heavy indebtedness by said DeForest Company; that said DeForest Company held the control of the American DeForest Company until the American DeForest Company took over the property and assets of the former; and that the American DeForest Company still exercises control over what is left of the DeForest Company. Said Lee DeForest subsequently, in said proceedings, presented affidavits by said White and Butler to the effect that they had made careful search in St. Louis, where the principal office of the said American DeForest Company was said by him to be located, for records of the said DeForest Company, without success; and that he was unable to produce said resolution, which was the only document he had ever been able to find relating to said transfer. been informed and believes, his information being derived from a letter Your orator has to your orator, by J. F. Thompson, who has since died, which letter was dated April 27th, 1905; that one John Firth, who was said DeForest Company in 1904, told said Thompson that the terms of a director of the contract between the said DeForest Company and the American DeForest Company, concerning said transfer, was a lease of the patent rights in return for an agreement by the said American DeForest Company to pay the said DeForest Company $500 a year. XI. The defendant the Atlantic DeForest Wireless Company was incorporated on or about November 21st, 1904, under color of the laws of the State of Maine, for the purpose of operating a system of wireless telegraphy. The said Atlantic DeForest Wireless Telegraph Company is in the possession of the said wireless telegraph stations at 42 Broadway, in the City of New York, and at Manhattan Beach, in the City of New York; and of all other wireless telegraph stations formerly owned by the DeForest Wireless Telegraph Company and by the said American DeForest Wireless Telegraph Company on the Atlantic coast, claiming the same under some instrument or agreement, the nature of which is to your arator unknown; and the said Atlantic DeForest Wireless Company has paid no consideration for the said stations. In his said testimony, the said Lee DeForest testified concerning the said Atlantic Company substantially as follows: The wireless telegraph station at 42 Broadway and the wireless telegraph station at Manhattan Beach have passed into the hands of the Atlantic DeForest Wireless Company, which directs their operation as it does of all stations on the Atlantic or Gulf coast. The station at 42 Broadway passed into the ownership of the Atlantic Company during the latter part of the year 1904. The station at Manhattan Beach passed into the possession and ownership of the said Atlantic Company sometime during September or October, 1905. He further testified: That he believed that the Secretary of the Atlantic DeForest Wireless Telegraph Company was the said Francis X. Butler, who is also the Secretary of the said American DeForest Wireless Telegraph Company. The said Abraham Schwartz or White is the president of, and is in control of the said Atlantic DeForest Wireless Company. He organized the same for the purpose of defrauding the creditors and stockholders of the said DeForest Wireless Telegraph Company, and for the purpose of defrauding the creditors and stockholders of the said American DeForest Wireless Telegraph Company. He has been in control of the same ever since its incorporation. Upon information and belief: That none of the stock of said Atlantic DeForest Wireless Company was issued for any valuable consideration; and that the original subscribers to said stock paid no value and no adequate value for the same. XII. By the use of the said patents and other property of the said DeForest Company, said defendants, the American DeForest Company and the Atlantic DeForest Wireless Company, have unlawfully made large profits. The consequence of said transfer by said DeForest Company to said American DeForest Company, and of the said acts of said defendants, has been to destroy the market value of the capital stock of the said DeForest Company and of the shares thereof, both those held by your orator and of other shares of the same. XIII. The said American DeForest Wireless Telegraph Company is now printing and issuing a series of negotiable bonds, which it proposes and threatens to sell to different persons throughout the United States, and a few of which it has already sold. Said bonds purport to be secured by a lien upon the said patent rights and other property, which the said American DeForest Company has acquired from the said DeForest Company as aforesaid. The issue and sale of said bonds, if allowed and not restrained, will cause damage to many persons, who purchase the same in good faith, and will create a cloud on the title of the said DeForest Wireless Telegraph Company to the said wireless telegraph patents. XIV. Amongst other assets of the said DeForest Company which need immediate protection by the appointment of a Receiver, are the following: The patents of said DeForest Wireless Telegraph Company, some of which are hereinbefore described; a number of wireless telegraph stations on the Atlantic seaboard amongst others, a wireless station at 42 Broadway, in the Borough of Manhattan, City, County and State of New York, and a wireless station at Manhattan Beach in the City and State of New York, the ownership to which is claimed by the defendant, the Atlantic DeForest Wireless Telegraph Company, which claims to be in possession of the same; a laboratory and manufactory in the State of New Jersey; a number of causes of action to recover sums of money amounting to more than a million of dollars, which said DeForest Wireless Telegraph Company has a right to recover against the Greater New York Security Company, the said Abraham Schwartz or White, the said Francis X. Butler, and other persons and corporations, who have despoiled said DeForest Company, and who have appropriated the assets of the same by the means hereinbefore described; and by other means. Inasmuch as your orator can have no adequate relief, except in this Court; and to the end, therefore, that the defendants may, if they can, show why your orator should not have the relief hereby prayed, and may make a full disclosure and discovery of all the matters aforesaid; and according to the best and utmost of their knowledge, remembrance, information and belief, full, true, direct and perfect answer make, to the matters hereinbefore stated and charged; but not under oath, an answer under oath being expressly waived. Your orator prays: That the said DeForest Wireless Telegraph Company and the said American DeForest Wireless Telegraph Company, and each of them, and the officers of each of them, be directed to answer the following questions and to produce and make discovery of the following documents: (1.) State the consideration and date of all transfers made by the DeForest Wireless Telegraph Company to the American DeForest Wireless Telegraph Company of any property. (2.) Produce and make discovery of all documents executed by either of said corporations which relate to such transfer; and produce copies of all resolutions of the Boards of Directors; and of all resolutions of the stockholders of each of said corporations, which refer to said transfer. (3.) Give the numbers of all patents, the use of which, and of all patents, the title to which, was transferred by said DeForest Wireless Telegraph Company to the said American DeForest Wireless Telegraph Company, at any time; and also specify all other property, the title to which, and all, the possession of which, was transferred by said former corporation to said latter corporation at any time. (4.) State the amount of the indebtedness of the DeForest Wireless Telegraph Company on January 4, 1904, with the names of the persons to whom said indebtedness was due, and the consideration of said indebtedness. (5.) Produce all books and documents that mention such indebtedness. And that the said defendants, the American DeForest Wireless Telegraph Company and the said Atlantic DeForest Wireless Company, and each of them, and the officers of each of them, be further directed to answer the following questions and produce and make discovery of the following documents: (6.) Produce all documents, which relate to any transfer by the American DeForest Wireless Telegraph Company to the Atlantic DeForest Wireless Company, of the title, and all, which relate to, the transfer by the former to the latter of the possession of any property. (7.) State the date and consideration of all transfers by the American DeForest Wireless Telegraph Company to the Atlantic DeForest Wireless Company of any property. (8.) Specify all property, the title to which, and specify all property, the possession of which, and specify all patents, the use of which, was transferred or granted by said American DeForest Wireless Telegraph Company to said Atlantic DeForest Wireless Company at any time. (9.) Produce the books showing the consideration paid for the original issue of all stock of the American DeForest Wireless Telegraph Company and of the Atlantic DeForest Wireless Company at all times. And (10.) That the defendants, the American DeForest Wireless Telegraph Company and the Atlantic DeForest Wireless Company may be decreed to account for and pay over the income or profits unlawfully derived from the violation of your orator's rights and the rights of the said DeForest Wireless Telegraph Company as is herein before set forth. And that your honors may grant a writ of injunction, both preliminary or interlocutory, and final, issuing out of and under the seal of this honorable Court, perpetually (11.) Enjoining and restraining the said defendants, the American DeForest Wireless Telegraph Company and the Atlantic DeForest Wireless Company, their officers, clerks, attorneys, agents, servants and workmen, from any further use of the inventions covered by the said patents, to which the said DeForest Wireless Telegraph Company formerly had a title as alleged in this bill, including amongst others, the 58 claims for letters patent, serial number 67,136 and patent applications numbers 43,096; 67,138; 50,078; and the letters patent numbers 716,000 and 716,334; and all patents connected with wireless telegraphy; and all patents, which were issued to, and which were claimed by Lee DeForest. (12.) Enjoining and restraining the said defendants, the American DeForest Wireless Telegraph Company and the Atlantic DeForest Wireless Company, from transferring, from mortgaging and encumbering, from exercising any authority, from using in any way, and from retaining possession of any of the property, which formerly belonged to the DeForest Wireless Telegraph Company. (13.) Enjoining and restraining the said American DeForest Wireless Telegraph Company from issuing and from selling any bonds of any sort. (14.) Enjoining and restraining the said Atlantic DeForest Wireless Company from issuing any bonds. (15.) Enjoining and restraining both said companies from issuing and from selling, any shares of stock, whether the same be in the treasury or not. (16.) That a Receiver of the said DeForest Wireless Telegraph Company, and of all the property and assets of the same, and of the said American DeForest Wireless Telegraph Company, and of all the property and assets of the same, and of the said Atlantic DeForest Wireless Company, and of all the property and assets of the same, be appointed in the final decree, and also by an interlocutory order herein, with power to sue to recover assets. (17.) That the said Amer ican DeForest Wireless Telegraph Company and the said Atlantic DeForest Wireless Company be directed to account to your orator, and to said Receiver, and to said DeForest Wireless Telegraph Company, for all profits which they have made, and for all money they have received, directly or indirectly, through the use of the assets of the said DeForest Wireless Telegraph Company. (18.) That your orator may have such other and further relief in the premises as may be just, including the costs of this suit. (19.) That provisional and preliminary injunctions issue in accordance with said prayer for final injunction. And (20.) For such other and further relief in the premises as may be just. May it please your honors to grant unto your orator not only the writ of injunction, both preliminary and final, and receiverships interlocutory and perpetual in conformity with the prayer of this bill; but also a writ of subpoena of the United States of America directed to the said DeForest Wireless Telegraph Company, the American DeForest Wireless Telegraph Company and the Atlantic DeForest Wireless Company, commanding them and the officers thereof on a day certain to appear and answer unto this bill of complaint, but not under oath, an answer under oath being waived; and to abide and perform such order and decree in the premises as to this Court shall seem proper, and required by the principles of equity and good conscience. ROGER FOSTER, HENRY B. SNYDER, Solicitor for Complainant, JAMES A. ALLEN, Of Counsel. FORM VIII.—STOCKHOLDERS' BILL TO REGULATE DISTRIBU TION OF STOCK IN OTHER COMPANIES HELD AS ASSETS. [197 U. S. 244.] [District] Court of the United States, District of New Jersey. EDWARD H. HARRIMAN, WINSLOW S. PIERCE, OREGON SHORT LINE RAILROAD COMPANY and THE EQUITABLE TRUST COMPANY OF To the Honorable the Judges of the [District] Court of the United States for the District of New Jersey: Edward H. Harriman and Winslow S. Pierce, residents and citizens of the state of New York; Oregon Short Line Railroad Company, a |