The Pacific commercial advertiser. [volume] (Honolulu, Hawaiian Islands) 1885-1921, 1889-03-27

several corporations 70 be transferred to
/ the board az herein provided shall be
[ transferred TO the names OF the mem bers
Of the board as trustees, to be held by
them and by their successors as mem
/ bers Of the board strictly as joint tenants.
BY the death, resignation or removal
/ Of any member Of the board the whole
I title shall remain in the others. All
members Ceasing 70 be such shall exc
/ cute such instruments as may be neces-
/ sary, if any, 10 keep the title vested in
/ the persons who from time to time shall
( be members OF the board
The board shall hold the stock trans
ferred to it with all the rights and powers
/ incident 20 stockholders in the several
| corporations, and subject only to the
purposes set forth in this deed.
DIVISION OF INTEREST.
The several corporations shall be en-
/ titled 10 the shares in the following pro-
/ portions OF the fifty millions OF dollars,
| viz.
Here follow the names Of the several
/ corporations.
Each refinery and the corporation TO
which it belongs shall be freed from liza
I bility and Indebtedness by the parties
interested in it or such parties, if the
/ board shall approve, may provide in
cash for such Indebtedness or liability,
leaving the same to stand at the pleasure
of the board except that the employees
contracts shown in the schedules hereto
annexed, and the contracts with Have
meyer and Elder, the F. .. Matthiessen
and Weichers Sugar Refining Co and
the Bay State Sugar Refinery pending
for improvements and engagements,
shall continue as liabilities.
ApnpSpt hereto ara Spba111laS ~, crau-
eral terms OF the properties of the several
rehneries. The properties are guaran-
teed to correspond with the schedules by
the parties interested therein, who are to
make good any deficiency. On the com
plete execution Of this agreement each Of
the parties shall make a full inventory
of the property not embraced in such
schedules and useful for the conduct of
the business, on hand or contracted for,
including raw and refined sugars, mo-
Iasses, sugars in process, syrups, bone
black, fuel barrels, packages, charcoal
and other supplies, and such inventory
is to be examined and the articles APP
praised at their present cash value lex
cept as TO sugar and molasses to arrive,
which are to be appraised at their market
value on arrival) by a committee of five
persons, as follows: Theodore A. Have
meyer, +. O. Matthiessen, julius A.
StursOerg, John +. Searles, Jr., and
Joseph 3. Thomas.
The value of such property as affixed
by fOur-tifths of the appraisers shall be
paid for in cash by the said board to the
treasurer of each corporation.
Bone black may at the option of the
board be paid for in cash or in the bonds
hereinafter provided for, or in certif-
Gates at rate for bonds or certificates to
h.. H.
members of the entire board.
The property shall remain with the re-
tinery where it is, to be used by it, ex-
cept as such refinery shall make differ
ent disposition of it.
In consideration OF the transfer of their
stock to the board, the said board shall
also pay to HaVemeyers & Elder the sum
of ......, to the f. 0. Matthiessen &
Weichers Sugar Refining Company the
sum OF ......, and to the Bay State Re-
timing Company the sum of -..., on
oCGOuHL Of pay IHSuto already mace on
pending contracts for improvements and
engagements.
Additional shares to the amount of
$500, 900, less fifteen per cent, to be left
with the board as hereinafter provided,
shall be received by MOller, Sierck e Co,
Tor improvements and engagements of
capacity of their refinery now in pro-
gre5s, when said improvements are com
pleted, and the increased capacity dem
onstrated.
The shares assigned to the several re-
fineTies shall be distributed by them to
and among the parties interested therein
Each holder OF stock in = refinery COM
pany shall be entitled to so many of the
shares allotted to such refinery as shall
be in proportion OF his stock to the capt.
n
Shares for stockholders of anv refinery
company who shall not surrender their
stock, may, under the direction of the
board, be deposited for their account with
the right to receive the same upon the
surrender of their stock.
OF the shares allotted to the several
retneres they shall leave fifteen per recent
with the board, and those shares and anv
shares not allotted of the fifty millions of
dollars, except as herein otherwise pro-
vided, shall be subject to be disposed of
by the board, either for the acquisition
of other retineries to become parties 10
this deed, payment for additional capa
city, or 10y appropriations to the several
retineries.
But in no case shall any appropriation
be made to or any action be taken bv
any corporation without the approval of
It's board OF directors, and no action shall |
be taken by the board which shall create !
liability by it or by its members.
PROFITS.
The profits arising from the business
of each corporation shall be paid over by |
it to the board hereby created, and the !
aggregate of said profits, or such amount |
as may be designated for dividends shall |
be propOrtiOnally distributed by said |
board, at such times as it may determine,
to the holders of the certificates issued |
by said board for capital stock as herein
before provided.
FISCAL ARRANGEMENTS
The funds necessary to enable the said
board to make the payments herein pro-
vided to be made by it, may be raised
by mortgage to be made by the corpora
tons or either, any or all of them on
their property, and by such other means
as shall be satisfactory to such board.
In case any mortgage shall be laid on
the property OF any corporation by its
directors or stockholders the holders of
certificates shall, within a time to be
fixed by said board, have the right at
such uniform rates as said board shall
arrange, to have the bonds, certificates or
other evidence of debts or interest in
TO their respective holdings.
Any parts which shall not be thus taken
may be disposed OF by said board.
CHANGES.