Order Appealed From 31 or appeared in any of the actions consolidated herein; and it is further ORDERED that the defendants who have appeared or answered in any of the actions hereby consolidated shall have twenty days after the service of the aforesaid second consolidated amended complaint upon them or their respective attorneys within which to move or answer with respect thereto; and it is further 32 ORDERED that all further proceedings, including pleadings, examinations before trial, discovery proceedings and the trial of the consolidated action shall be conducted, in the first instance, by the aforesaid general counsel, provided that the attorneys for the several plaintiffs shall be duly apprised thereof and subject to the right of participation in such proceedings to such extent as may be permitted by the Court; and it is further ORDERED that each of the plaintiffs herein shall pay his proportionate share of the expenses and disbursements hereafter incurred in the prosecu- 33 tion of the consolidated action; and it is further ORDERED that until the final determination of the consolidated action, all stockholders of The Bon Ami Company who have not heretofore brought a derivative action on its behalf, be stayed from instituting such actions seeking to recover on the transactions complained of in the complaints in the above entitled actions. 34 Order to Show Cause New YORK COUNTY [SAME TITLES) On the annexed affidavit of James L. Adler, Jr., sworn to July 8, 1958, the Consolidated Amended 35 Complaint in Action No.1, the Complaint in Action No. 2, and the pleadings and proceedings heretofore had therein and on the Order of Consolidation of this Court entered June 3, 1958, all annexed hereto, Let Meyer Holstein, Plaintiff in Action No. 2 and Plaintiffs in Action No. 1 show cause before this Court at a Special Term, Part I thereof, to be held in and for the County of New York, at the County Court House, Pearl and Centre Streets, Borough of Manhattan, New York City, on July 36 14, 1958, at 10 A. M., why an order should not be made: 1. Consolidating Action No. 2 with Action No. 1 under the General Counsel appointed therein under terms and conditions substantially similar to those set forth in the aforesaid Order of Consolidation. 2. In the alternative, staying any further steps in the prosecution of Action No. 2 pending final determination of Action No. 1. Order to Show Cause 37 3. Extending the time of the various defendants in Action No. 2 to answer or move in regard to the complaint therein to 20 days after the determination of this motion or if this motion be granted, to 20 days after the service of a further Consolidated Amended Complaint in Action No. 1. 4. For such other and further relief as may be proper. ORDERED that service of a copy of this order to show cause and the papers annexed thereto shall 38 be sufficient if made on the General Counsel for Plaintiffs in Action No. 1, the attorneys for such defendants who have appeared in Action No. 1, and on the Attorney for Plaintiff in Action No. 2, on or before July 10, 1958. 40 Affidavit of James L. Adler, Jr., Read in Support of Motion SUPREME COURT [SAME TITLES] CITY, COUNTY AND STATE OF NEW YORK, ss.: 41 JAMES L. ADLER, JR., being duly sworn, says: 1. I am an attorney associated with the firm of Moss, Wels & Marcus, attorneys for Alexander L. Guterma and Robert J. Eveleigh, defendants in the above entitled actions and fully familiar with the facts set forth herein. 2. I make this affidavit in support of the motion of said defendants to consolidate Action No. 2 with Action No. 1 above, or in the alternative to stay further steps in the prosecution of Action No. 2 pending final determination of Action No. 1. 42 Copies of the complaints in said actions are annexed hereto as Exhibits A and B. 3. Said actions are stockholders derivative suits instituted on behalf of the Bon Ami Company. 4. Initially, separate actions were commenced this court by the plaintiffs in Action No. 1. However by order of Mr. Justice Nathan entered June 3, 1958, a copy of which is annexed hereto as Exhibit C, they were consolidated under one general counsel (Milton Paulson, Esq., 122 East 42nd Street, New York City), and all stockholders Affidavit of James L. Adler, Jr. 43 who had not commenced an action prior to said order were stayed from instituting such actions to recover on the transactions complained of in the complaints therein. Action No. 1 was thereafter commenced by service therein of a consolidated amended complaint (Exhibit B) incorporating all the causes of action in the individual actions and adding one more, the so-called “Icythian Package” transaction. 5. Thereafter Action No. 2 was commenced. An analysis of the complaint therein reveals four 44 causes of action of which three are covered by the complaint in Action No. 1: A. The “Icythian Package” transaction, involving the purchase of various films by Bon Ami Company from Icythian Associates, S. A., is covered by the Sixth Cause of Action in Action No. 1. B. Purchases from Guild Films Co. Inc. by Bon Ami Company of television “Spot Time” for sums allegedly in excess of market value, with a demand that Guild Films Co. Inc. be held to be constructive trustee for such excess. Save for 45 this latter feature, this cause of action is covered by the Seventh Cause of Action in Action No. 1. C. The Scranton Factors transaction which is not covered by the aforesaid complaints. D. Allegedly excessive salaries paid to certain officers and directors of Bon Ami Company is covered by the Third Cause of Action in Action No. 1. 6. A further analysis reveals that the defendants in Action No. 2 are substantially identical with the defendants in Action No. 1 save for the addition of Guild Films Co. Inc. (although the Guild Films transaction was previously set forth |