#### In the Matter of Guaranty Trust Company of New York, as Trustee of Petroleum Research Fund Created by Shell Oil Company Incorporated and Others.

Supreme Court, Special Term, New York County,

June 13, 1958.

*Davis, Polk, Wardwell, Sunderland S Kiendl*for petitioner.

*Louis J. Lefkowitz, Attorney-General,*for State of New York, respondent.

*Elisha Hanson, Arthur B. Hanson,*and *Brown, Gross <& Hamilton for*American Chemical Society, respondent.

*Lowenstein, Pitcher, Spence, Hotchkiss, Amann & Parr*for Quaker State Oil Refining Corp. and others, interveners.

*Simpson, Thacher •$ Bartlett*for proposed underwriting managers.

*Edwin Jason Dryer*for Frontier Refining Co. and others.

*Winthrop, Stimson, Putnam & Roberts*for South Penn Oil Co.

Jacob Markowitz, J.

The court heretofore conditionally authorized the sale of Universal Oil Products securities and re-referred the proceedings to the Referee, Louis M. Loeb, Esq., to hear and report on the methods, procedures, etc. as to such sale.

*283On June 2,1958, the Referee filed his first supplemental report recommending the designation by this court of advisory experts at this time. Theodore Kiendl, Esq., a member of the firm of attorneys representing the petitioner, by a verified affidavit, dated June 9, 1958, approved the Referee’s recommendations but in some minor details implemented same. The petitioner, The Guaranty Trust Company of New York, seeks to confirm the Referee’s first supplemental report, as implemented by the affidavit of Theodore Kiendl, Esq. The motion is granted.

The First Boston Corporation, of 15 Broad Street, New York City, is hereby appointed (a) to advise the Referee and this court with respect to the procedures to effect the sale of Universal securities or assets under arrangements designed to secure to the extent possible the maximum price with the widest possible distribution of securities, and in that connection to suggest such other terms and conditions as may be deemed appropriate, and (b) to advise the Referee and this court with respect to such other issues concerning the sale as may arise from time to time from the date of the appointment of such independent expert, up to and including the date of the consummation of the sale, which is subject to the approval of this court, all to the end that the sale, and the distribution of Universal securities, will satisfy the requirements of the order of this court of May 15,1958.

The Ebasco Company of 2 Rector Street, New York City, is hereby appointed to appraise the value of Universal Oil Products Company on one or more appropriate bases, as the court or the Referee may direct, for the purpose of aiding the Referee and this court in determining such issues as whether or not the final sale should be approved.

The petitioner, The Guaranty Trust Company of New York, shall make available to The First Boston Corporation and Ebasco Company such information and records relating to Universal Oil Products Company and its securities as from time to time The First Boston Corporation and Ebasco Company shall reasonably request.

Appropriate compensation to the afore-mentioned and all necessary and reasonable expenses incurred by each of them shall be paid from the assets of the trust created under the trust agreement, dated October 26, 1944, and described as the Petroleum Research Fund by Shell Oil Company, Inc., *et al.,*subject to the court’s approval.

Appropriate orders have been signed.