Christian Dancel, being duly sworn, deposes and says:-I reside in the City of Brooklyn, County of Kings, State of New York, and I am one of the petitioners and orators mentioned in the annexed petition and bill of complaint. Said petition and bill is true to my own knowledge, except as to the matters therein stated to be alleged upon information and belief; and as to those matters I believe the same to be true.

Christian Dancel, being duly sworn, deposes and says:-I reside in the City of Brooklyn, County of Kings and State of New York, and I am one of the petitioners and orators mentioned in the annexed petition and bill of complaint. Said petition and bill is true to my own knowledge, except as to the matters therein stated to be alleged upon information and belief; and as to those matters, I believe the same to be true. I hereby incorporate the said petition and bill hereto annexed into this my affidavit with the same effect as if the same were therein repeated and set forth specifically and at length. In the suit in equity described in said petition, one Elmer P. Howe, who is the Vice President of said defendant, and who is a director of the United Shoe Machinery Company of New Jersey, testified; That he held such office and directorship; that in September 1, 1900, the United Shoe Machinery Company of New Jersey acquired the legal title to certain machines, the property of defendant at Sing Sing, in the State of New York, at or near the Kings County Prison in Brooklyn of said State;

at Burt & Co. 's, at Lattimer's at Wickert and Gardner's and at other factories in New York City meaning by said phrase, the Borough of Manhattan, in said City, and in other factories in other parts of the State of New York; that said machines were immediately prior to September 1, 1900, owned by said defendant Maine corporation; that prior to March 9, 1893, said machines were the property of the Goodyear Shoe Machinery Company of Hartford, Conn.; that at least a year and a half before September 1, 1900, said New Jersey corporation acquired a majority interest in and a controlling interest in the stock of said Maine corporation; that certain letters patent were still owned by defendant Maine corporation; and that said New Jersey corporation had since September 1, 1900, used said patents without paying any Royalties to said defendant Maine corporation for said use, and without any written license by said defendant authorizing said New Jersey corporation to use the said patents; that he did not remember whether the said New Jersey corporation paid the said defendant Maine corporation any consideration for the property of said Maine corporation which said New Jersey corporation received. I have also seen a circular issued by said defendant Maine corporation of which the following is a copy, viz:

"Office of

GOODYEAR SHOE MACHINERY CO.,

208 Lincoln Street.

"Boston, Mass., Aug. 31, 1900.

"TO THE LESSEES OF THE GOODYEAR SHOE MACHINERY COM"PANY:

"On September 4th the accounts of the Goodyear Shoe Machinery Com"pany will be transferred to the books of the United Shoe Machinery Com"pany, and thereafter all bills will be rendered by the United Shoe Ma"chinery Company 'Goodyear Department,' and statements will be from the "United Shoe Machinery Company, direct, to whom all remittances should "be made.

"All orders for machines and spare parts should be addressed to the "United Shoe Machinery Company, direct, to whom all remittances should "usual to the local office of the district in which the factory of our lessee "is located. Compliance with this request will oblige,

"Yours very respectfully,

"GOODYEAR SHOE MACHINERY COMPANY.
"By Fred 'k G. King, Mgr."

The said defendant and its officers throughout the litigation described in said petition hereto annexed, which began October 15, 1900, have concealed and suppressed evidence of their liability, and have not hesitated to use false testimony for that purpose. The president of defendant, Sidney W. Winslow, when his deposition was taken in behalf of the complainants in Boston, Massachusetts, April 25th, 1904, made a number of false statements under oath. Amongst other false statements then made by him were the following: He testified that he did not know the name of the Treasurer

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of the said defendant Maine corporation; that he did not know the position in the defendant's employ held by another witness who was present, and who a short time before he had said was the Secretary of said defendant; that he did not know who was the Treasurer of said defendant; that he did not know the names of any of the officers of said defendant elected at its last previous meeting, although he presumed that he attended the same; that he could not remember the name of any one who had ever been the Treasurer of said defendant nor of anyone who had ever been a bookkeeper of said defendant; that he did not know whether the names of the bookkeepers and other employees of defendant appeared in any book of the defendant; that he did not know whether certain books which he produced under a subpœna duce tecum directing him to produce certain books of account of defendant were the books of account of defendant. The said defendant through its officers and agents have also destroyed or concealed certain books of the Goodyear Shoe Machinery Company of Hartford, Conn., which were in its possession and which its officers were directed by a subpœna duce tecum to produce, and which it failed to produce at the time designated in said subpoena. Amongst other books thus destroyed or concealed by said defendants officers were the records of the meetings of the directors and stockholders of said Goodyear Shoe Machinery Company of Hartford, Connecticut.

CHRISTIAN DANCEL.

FORM XXII.-BILL OF FORECLOSURE OF RAILWAY MORTGAGE. [District] Court of the United States for the Southern District of New

York.

ADRIAN H. JOLINE and DOUGLAS ROBIN-
SON as Receivers of New York City Rail
way Company, ADRIAN H. JOLINE and
DOUGLAS ROBINSON as Receivers of Met-
ropolitan Street Railway Company, THE
PENNSYLVANIA STEEL COMPANY and THE
DEGNON CONTRACTING COMPANY, Defend-
ants.

In Equity.

Bill of
Foreclosure.

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

Morton Trust Company, a corporation organized and existing under the laws of the State of New York and a citizen of said State, brings this its

bill against Metropolitan Street Railway Company, a corporation organized and existing under and by virtue of the laws of the State of New York and a citizen of said State, New York City Railway Company, a corporation organized and existing under and by virtue of the laws of the State of New York and a citizen of said State, Adrian H. Joline and Douglas Robinson, both citizens of the State of New York, as receivers of said New York City Railway Company, said Adrian H. Joline and Douglas Robinson as Receivers of said Metropolitan Street Railway Company, The Pennsyl vania Steel Company, a corporation organized and existing under the laws of the State of Pennsylvania and a citizen of said State, and the Degnon Contracting Company, a corporation organized and existing under the laws of the State of New Jersey and a citizen of said State; and thereupon your orator complains and says as follows:

I. Your orator is a corporation duly organized and existing under and by virtue of the laws of the State of New York and a citizen of said State.

II. On information and belief, the defendant Metropolitan Street Railway Company (hereinafter in this bill called the Metropolitan Company) is a corporation organized and existing under the laws of the State of New York and a citizen of said State, having been organized by a merger and consolidation at divers times of Houston, West Street & Pavonia Ferry Railroad Company, Broadway Railway Company, South Ferry Railroad Company, The Metropolitan Crosstown Railway Company, The Lexington Avenue & Pavonia Ferry Railroad Company and The Columbus and Ninth Avenue Railroad Company, all of said companies having been street surface railroad companies organized and existing under the laws of the State of New York.

On information and belief, the defendant New York City Railway Company (hereinafter in this bill called the New York Company) is a corporation organized and existing under the laws of the State of New York and a citizen of said State. Said defendant was so organized under the name and style of "Interurban Street Railway Company" and subsequently and pursuant to proceedings duly had, changed its name to "New York City Railway Company."

On information and belief, the defendant The Pennsylvania Steel Company is a corporation duly organized and existing under the laws of the State of Pennsylvania, and a citizen of said state, and the defendant The Degnon Contracting Company is a corporation duly organized and existing under the laws of the state of New Jersey and a citizen of said state.

III. Heretofore and prior to March 21, 1902, the defendant Metropolitan Company in the exercise of its powers under the laws of the State of New York, and in accordance with resolutions duly passed by its board of directors and by its stockholders at respective meetings thereof duly called and held, duly authorized the issue of a series of bonds to be executed under its corporate seal and attested by the signatures of its president or one of its vice-presidents, and attested by its secretary or an assistant secretary, and to be issued to an amount not exceeding in the aggregate the principal sum of sixty-five million dollars ($65,000,000) at any one

time outstanding; said bonds to be either coupon or registered, the coupon bonds bearing date April 1, 1902, and the registered bonds bearing date at the time of their respective issue; by the terms of which bonds the Metropolitan Company promised to pay, in the case of coupon bonds, to the bearer thereof, and, in the case of registered bonds, to the registered owner thereof or his assigns, at the office or agency of the Metropolitan Company in the city of New York on the first day of April in the year 2002, the sum of one thousand dollars ($1,000) in the case of coupon bonds and the sum of one thousand dollars ($1,000) or multiples thereof in the case of registered bonds, gold coin of the United States of America, of or equal to the then standard of weight and fineness, and to pay interest thereon, in the case of coupon bonds, from April 1, 1902, and, in the case of the registered bonds, from the first day of April or October, as the case might be, next preceding the date thereof, payable at its said office in like gold coin, semi-annually on the first days of April and October in each year, in the case of coupon bonds, upon presentation and surrender, as they might severally mature, of the interest coupons thereto annexed, and. in the case of registered bonds, to the registered owner thereof or his assigns. The form and tenor of said bonds are set forth at large in the mortgage hereinafter referred to.

IV. On or about March 21, 1902, the Metropolitan Company being thereunto duly authorized by the action of its board of directors and with the consent of stockholders owning at least two-thirds of the entire capital stock of the Metropolitan Company, such stock having been represented and voted upon in person or by proxy at a special meeting of the stockholders duly called for that purpose, in pursuance to the statute in such case made and provided, and with the consent of the board of railroad commissioners of the state of New York, the consent of said stockholders evidenced by a sworn certificate of the vote of said meeting and the consent of said board, both in due form, having been contemporaneously filed and recorded in accordance with law in the office of the register of the county of New York in which county the Metropolitan Company had its principal place of business and wherein its property was situated, duly made, executed and delivered to your orator, as trustee, its certain mortgage or deed of trust dated on that day, wherein and whereby in order to secure the payment of the principal and interest of all such bonds at any time issued and outstanding and to secure the performance and observance of all the covenants and conditions in said mortgage contained, it granted, bargained, sold, released, conveyed, assigned, transferred and set over unto your orator, as trustee, its successors and assigns forever, all and singular, the railroads, railroad routes, estates, leaseholds, properties, rights, privileges and franchises described as follows, to wit:

I.

STREET SURFACE RAILROADS IN THE COUNTY OF NEW YORK, CITY OF NEW YORK, AND STATE OF NEW YORK, OWNED BY THE METROPOLITAN RAILWAY COMPANY, DESCRIBED AS FOLLOWS:

[Next followed description of same.]