The opinion of the court was delivered by: WALKER
1. Plaintiff is a corporation duly organized and existing under the laws of the State of Delaware, is authorized to do business in the State of New Jersey, with an office in the City of Jersey City, State of New Jersey, and is a subsidiary of General Electric Company, its parent.
2. Defendant is and has been since July 11, 1938, the Collector of Internal Revenue of the United States for Fifth District of New Jersey.
3. This is a suit of a civil nature at common law, arising under the Constitution and laws of the United States for internal revenue where the matter in controversy exceeds, exclusive of interest and costs, the sum of three thousand dollars.
4. During the period from May 5, 1925, to February 158 1932, plaintiff acquired 47,301 shares of Common Stock of Middle West Utilities Company at a cost of $734,668, and on November 26, 1929, plaintiff acquired 2,000 shares of $6 Convertible Preferred Stock of Middle West Utilities Company at a cost of $209,645.54.
5. On April 14, 1932, a bill of complaint in equity was filed against said Middle West Utilities Company by Lincoln Printing Company, and on the next day an answer was filed by Middle West Utilities Company. On April 15, 1932, said court appointed receivers in equity of Middle West Utilities Company and on the same date an involuntary petition in bankruptcy was filed in the District Court of the United States for the Northern District of Illinois, Eastern Division, praying that Middle West Utilities Company be adjudicated a bankrupt. On April 16, 1932, United States District Court of Delaware named the same receivers and another as receivers for the Company's property in Delaware. The Company's receivers caused ancillary proceedings to be instituted in the jurisdictions where the Company's properties were located, and secured the appointment of ancillary receivers in twenty Federal judicial districts. Receivership was brought about as a result of the Company's inability to finance its obligations, including some $27,500,000 of bank loans, $10,000,000 of 5% notes due June 1, 1932, and interest on $30,000,000 additional of 5% notes. There was no adjudication of bankruptcy or nonbankruptcy of Middle West Utilities Company in any of the foregoing proceedings.
Central Illinois Public Service Company;
Central and South West Utilities Company;
Kentucky Securities Corporation;
Kentucky Utilities Company;
Middle West Utilities Company of Canada, Ltd.;
National Electric Power Company;
North West Utilities Company;
United Public Service Company.
It also controlled two large investment companies, viz:
Mississippi Valley Utilities Investment Company
Great Lakes Securities Company
Immediately prior to said receivership Middle West Utilities Company owned or controlled 239 operating utility subsidiaries, 24 holding companies and 13 non-utility operating subsidiaries sering over 5,300 communities in the central, southwest and eastern states and the Dominion of Canada, with electricity, gas, street railway and bus service, water and ice.
7. On July 13, 1932, an amended involuntary petition in bankruptcy was filed in the District Court of the United States for the Northern District of Illinois, Eastern Division.
8. A committee representing holders of Serial Gold Notes of Middle West Utilities Company submitted a report to the holders of such ...