million in tax loss carryforwards, to the extent they are otherwise available, to offset gain on the valuation recovery. Since the Trustee does not even seek a valuation recovery of more than $ 35 million over the book value of the transferred assets, the concern raised by the stockholders is too speculative to require accommodation.
5. The stockholders object to the settlement of the Newark Bay Bridge controversy. But they did not object to the settlement when it was recently before the Court for approval on a separate petition. The settlement has already been approved and is not subject to challenge in the plan hearings. In any event, it is not necessary that every disputed claim be litigated. Freeman v. Mulcahy, 250 F.2d 463, 475 (1st Cir. 1958); In re Penn Central Transportation Co., 458 F. Supp. 1234 (E.D.Pa.1978); In re Boston & Providence, supra, at 421. Here, compromise is clearly in everyone's interest since a decision adverse to CNJ would result in a potential cash drain that could jeopardize all reorganization prospects.
6. The stockholders further object that secured creditors may receive more than 100% Of their claim a contention based on double counting of the real estate subject to the Port Authority leases, an expectation that the upper limit of the valuation of the retained assets will be realized, a wholly conjectural valuation of $ 12.5 million on tax losses available to the Reorganized Company, a wholly conjectural estimate of an additional $ 13 million recovery in the State condemnation cases and a wholly conjectural estimate of a valuation recovery that would pay the bondholders in full. These conjectures, if cognizable, ignore the reality of the modest earnings projected for the Reorganized Company which leads to greater concern that the shareholders of that company will have received too little rather than too much for their claims.
7. Finally, as to the objections, the largest shareholder, Reading Company, objects to control of the valuation case by the Reorganized Company, suggesting it might seek to settle cheaply once its own interests have been satisfied. The Trustee has pointed out the Reading's active opposition in the Special Court proceedings to central contentions of the CNJ. Under the Amended Plan, this Court shall retain jurisdiction over any proposal to settle the valuation case; and all parties will have adequate opportunity to be heard on any settlement. At such time Reading can voice such objections as it has and they can be addressed in light of any negative impact the Reading's opposition in the Special Court may actually have on the CNJ's claim.
8. Section 77, to the extent here relevant, requires that before the Court approve a plan that the Court find that the plan is feasible (I. e., provides adequate coverage of fixed charges and adequate means for its execution), is fair and equitable and does not discriminate unfairly in favor of any class of creditors or stockholders, fully discloses all fees and expenses to be paid incident to the reorganization, and provides for the payment of all costs of administration and other allowances made by the Court.
Based upon the evidence presented, the Court finds that:
(a) the plan is feasible in that adequate resources are available to make the cash payments required by the plan, including such allowances as the Court may hereafter make and to meet the fixed charges of the Reorganized Company as payment thereof becomes due;
(b) the plan does not discriminate unfairly in favor of any class of creditors or stockholders and is fair and equitable in that due recognition has been given to the priority of the various classes of claims in light of the compromises agreed to by certain of such claimants and the legal questions regarding various priority issues;
(c) all fees and expenses to be paid incident to the reorganization are subject to the approval of the Court and fully disclosed in applications now pending;
(d) provision has been made for the payment of all costs of administration and other allowances; and
(e) the plan complies with all other requirements of law.
9. The preceding conclusions have not been accompanied by extensive discussion of the possible outcome of the numerous legal questions that exist with regard to many aspects of the claims of various creditors and which the plan has sought to moot through the compromises agreed upon by the principal claimants. Many of these issues were considered at length in the recent opinion of Judge Fullam approving the Penn Central Reorganization Plan; In re Penn Central Transportation Co., supra ; and little point would be served in covering such ground anew, particularly in the circumstances present here where the parties with the principal stake in the outcome of such disputes have agreed to the plan's provisions. Such parties, who in a liquidation could have taken all of the present assets of the estate, have not sought or been granted more than the fair equivalent of their rights under the plan; and, in fact, by permitting junior claimants with no presently ascertainable interest to participate, have insisted on less than they might. The Amended Plan accords reasonable priority positions to the tax and six-month claims in light of the questions concerning the proper priorities of such claims and properly vests control of the Reorganized Company with those having actual ownership of its assets under any appropriate analysis; See Ecker v. Western Pacific R. Corp., supra.
The Amended Plan as filed on May 31, 1979, including the classifications of creditors contained therein, is approved.