No. 377.Circuit Court of Appeals, Second Circuit.
May 4, 1931.
Appeal from the District Court of the United States for the Western District of New York.
Action by the American Steamship Company against the Wickwire Spencer Steel
Page 767
Company, suit by Guaranty Trust Company of New York, as trustee, against the Wickwire Spencer Steel Company and others, and suit by the Chase National Bank of the City of New York, as trustee, against Wickwire Spencer Steel Company and others. From the decree confirming a report of the Special Master [42 F.2d 886], who recommended that a final decree of foreclosure and sale of corporate property be had to satisfy mortgage liens, Alexander Guttman and others, as a committee of stockholders under Wickwire Spencer Steel Company common stock voting trust certificate deposit agreement, dated December 20, 1928, intervening defendants, who opposed the sale, appeal.
Affirmed.
Before MANTON, AUGUSTUS N. HAND, and CHASE, Circuit Judges.
Joseph Zeamans, of New York City (Edmund G. Joseph, of New York City, of counsel), for intervening defendants-appellants Alexander Guttman and others as a stockholders’ committee.
Davis, Polk, Wardwell, Gardiner Reed, of New York City, for appellee Guaranty Trust Co. of New York, as trustee of the first mortgage of Wickwire Spencer Steel Corporation.
Rushmore, Bisbee Stern, of New York City (William C. Cannon, Bertram F. Shipman, Leighton H. Coleman, and Theodore W. Morris, Jr., all of New York City, of counsel), for appellee Chase Nat. Bank of New York, as trustee of the prior lien mortgage of Wickwire Spencer Steel Co.
Larkin, Rathbone Perry, of New York City (Henry V. Poor and Henry E. Kelley, both of New York City, of counsel), for Reorganization Committee.
Ernst, Gale Bernays, of New York City (Murray C. Bernays, of New York City, and Abraham Friedman, of counsel), for Irving Trust Co. as trustee in bankruptcy of Walter Furniture Co., Inc., bankrupt, amicus curiæ.
PER CURIAM.
The special master’s report fully considered the numerous objections now urged on this appeal. The learned District Judge, in a carefully considered opinion, confirmed in all respects the conclusions reached by the special master. We have examined the many objections urged against the decree of foreclosure and sale entered below, but find them satisfactorily answered in the opinion below.
As the valuation of the properties of the Wickwire Spencer Steel Company arrived at by appraisal amounts to less than the liens and indebtedness which have priority over the claims of the stockholders who are appellants here, the court below properly held that the appellants have no interest, and therefore should have no voice, in the plan of reorganization which will be considered by the court below.
Decree affirmed.