STATEMENT.

FIRST. This is a bill in chancery, brought by the complainant as a share and bondholder, in behalf of himself and all others, who may be similarly situated with himself, who choose to come in and contribute to the expense of the suit, against the Chicago and North Western Railway Company and its directors, and the Galena and Chicago Union Railroad Company and its directors, charging them with conspiring together to get control of the Galena and Chicago Union Railroad Company, and then taking and appropriating it to the use of the Chicago and North Western Railway Company.

SECOND. The bill shows that the Galena and Chicago Union Railroad Company was organized in 1836-to exist for sixty years— with the right to construct, and during its continuance, to main"tain and continue a railroad, with a single or double track," from the town of Galena, in Joe Daviess county, to Chicago. That by a subsequent act, it had a right to terminate its road at any point this side of Galena, and intersect and connect with the Illinois. Central Railroad; that deeming it impracticable to build its road through to the Mississippi river, it did terminate its road at Freeport, and connect with the Illinois Central; that it had also built some branch roads, etc., to Fulton City and Beloit, which are particularly mentioned in the bill.

THIRD. That said road was one of the very first roads built in the State of Illinois, and was one of the most prosperous and remunerative in the United States, and had always been so managed as to earn large amounts of money for its stockholders, and that it owed no floating debt; that it had provided a sinking fund, which would have paid the entire amount of the bonded indebtedness long before it became due; and that its stock and bonds were at a

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great premium in the market, and were held as a permanent investment by a large number of persons, in Europe and this country,

FOURTH. That the annual meeting for directors took place at Chicago, on the first of June, 1864, and that at that time, owing to the civil war, and the distracted state of the country, and owing to the fact, that no one suspected any, revolution in the affairs of the company, and owing to the further fact, that no notice whatever, of any character or kind, was given that the Galena and Chicago Union Railroad Company was to be sold out; that over two millions of stock were in no way represented, but that a number of persons in the interest of the Chicago and North Western Railway Company, in accordance with a previous understanding, attended, and by fraud and conspiracy, got control of the stockholders' meeting, and elected a board of directors in the interest of the Chicago and North Western Railway Company.

FIFTH. The bill further shows, that the persons who were thus elected directors of the Galena and Chicago Union Railroad Company, were elected by persons in the immediate interest of the Chicago and North Western Railway Company, and by means of proxies, which had been obtained principally from brokers in New York city, and from others who were unacquainted with the designs and intentions of said persons; that the directors were elected at about 12 o'clock at noon on said first day of June, and consisted of the following persons, to wit:

1. John B. Turner; 2. William H. Ferry; 3. James D. Fish ; 4. Thomas D. Robertson; 5. William B. Scott; .6. William R. Sands; 7. James W. Elwell, Alexander C. Coventry, Mahlon D. Ogden, Edwin H. Sheldon, Francis B. Peabody, Ira Y. Munn.

That all of these persons were connected with the Chicago and North Western Railway Company-and several, near relatives of William B. Ogden, the President of the Chicago and North Western Railway Company.

SIXTH. It further appears, that as soon as these persons had been elected directors, that the stock and proxy holders took a recess from 12 until 6 o'clock on the evening of that day, and that the persons who had been elected directors, met at three o'clock, and organized by electing John B. Turner, President, and A. C. Coventry, Vice-President; that as soon as this had been accomplished that said Coventry presented to the board, articles of agreement and consolidation of the Galena and Chicago Union Railroad Company with the Chicago and North Western Railway Company, but which articles were nothing more or less than a bill of sale of the Galena and Chicago Union Railroad Company, and moved that they, the directors, sell out the entire railroad and all of its property, real and personal, and mixed, together with its rights, privileges and franchises, to the Chicago and North Western Railway Company, which was without any delay whatever immediately adopted; and John B. Turner directed to present said bill of sale to the stock and proxy holders who should be present at 6 o'clock, and ask their concurrence therein. That, in accordance with this request, the said Turner did meet with said stock and proxy holders at 6 o'clock, and request them to concur in what the directors had done.

SEVENTH. That the number of stock and proxy holders who were thus assembled, were about sixteen in number; that in order to preserve the record of so important a transaction, tellers were appointed, which tellers were James R. Young, the Secretary of the Chicago and North Western Railway Company; James Redfield, auditor, or chief examiner of accounts, of said Chicago and North Western Railway Company, and Thomas D. Robertson, who was immediately after elected a director of the Chicago and North Western Railway Company.

EIGHTH. That after these preliminaries had taken place, that a viva voce vote was ordered, on authorizing the directors to execute the bill of sale, which was carried, and the proceedings, together with the bill of sale, duly certified to in the following words and figures, to-wit: