New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1900-02-04
STEEL, AND WIRE CHANGES.
IMPORTANT PROPOSITIONS TO COME
BEFORE THE STOCKHOLDERS
ANNUAL MEETING

ANNUAL MEEl14NN'
--ba stockholders Of the American steer ana
-. ,,-,.a--- ~ Nev-Jersey al their annual
-,se+ing on February 20 are TO pass upon GER
,s5r rronosittons vitality Affecting the future u
-. ,c,rno-s+ion ss appears from the 1ouo"ihs
c;-c,,la~ v-nicr has beer sent to stochioiuets ~
the secretary Of the COMPANY
IT,. A,o-,sr steel and swire Company OF r5 New
Jersey once OF the secretAie' AO00s''
ing. Chicago, IL January q. 1906
To the stockholders Of the rs A1le'i''''
wire Cof1p-. as-s1r 81 the stockholders OF the
American Steel and WIRE oP fRe company No 50
va p NEG the cy q Jersey CITY n 3e s 81
CT New-JeTses ~, ~ The purpose of electng nve oi-
r-a-e 70 succeed those whose .e as NAV he
expired ss sor tse action q the stockholders
You further not 1I fa~ their action certain
,--oooee5 amendments 70 the "a ~ IN
corioIsiio s5trg of the stockholders so to be held
IN Febr1Iarv % 1890. al II o CLOCK q. M 49, rlbS
% - s,:ione6 has been directed by the Board
- 1,-e-fors OF this company 10 be heid. also as
special meeting to eonsiossf ei RosTd of Directors
y TrssoIlITion have declared 10 be advisable and
aTe = sneSi6caIy comforting upon this company in
go certificate Of Incorporation power, =, .-.-
= tr.-ess ri b11ving acquiring selling, operat-
i,g and using mines and mining products OF every
ksa o ana engage in and carry the business
OF constructing, buying seIing- @ t;1ira6 bI,st
ing railroads. wharves, piers ana AIHuHeo Dusi-
resses and enterprises, - oo,,5,,,+ 80
business Ct buying. selling leasns az psor,a
steamships and other methods OF HaLei 4
cor ard any and al business incident 10 ana con-
Fys-r5 TO guarantee the payment of and as
sumo The obligations OF olher coz l'o- 1N-'9' psS
sne .IIiS 5aer retire or otherwise acquire and
cancel me preferred stock Of THIS company as Dy
ire laws Of the state Of New-Jersey provided ana
p9 e+5To have the Board of Directors fix the
1-i-r Genital of this company in conformity with
ne prS so have the Board Of Directors elect an
Executive Committee possessing the powers OF the
Board in conformity with the present bylaws OF
Eighfh~To have the Board Of Directors enabled
70 declare and pay dividends on the common stock
Of the company quarterly out OF the surplus or net
earnings Of the current dividend year during such
current dividend years
BY order Of the Board OF Directors.
c. 6 ROBERTS, Secretary.
From these suggested amendments it would
appear that the Steel and Wire Company is
planning TO broaden its field Of operations By
the first three amendments giving it power to
engage in mining and TO operate railways and
steamships it puts itself in line with the Fed
eral Steel Company, the National Steel Com
pany and the American Tin Plate Company.
The fourth amendment seems TO look to a pos
sible consolidation Of the Steel and Wire Com
pauy with some other corporation Amendment
No 6, relating 10 the working capital apparent
~ has been suggested by the similar provision
OF the Federal Steel Company's charter. and the
seventh and eighth amendments bear re-
ssm5lanee 10 features Of the Tin Plate Com
panys charter.
By amendment passed last year to the
Corporations act Of New-Jersey, errors omis-
sions IN the certificate of organization Of cor
poraron may be corrected by q two-thrds vote
OF al the stockholders. at a meeting called by
the Board Of Directors. so that most OF the pro-
posed changes may be effected by the action Of
the stockholders on February 20. But it is
doubted whether the fifth amendment propos-
ng 10 redeem, retire or otherwise TO acquire and
,ancel the preferred stock Of the company can
aWfully be made operative BY the certificate
4 Incorporation Of the Steel and Wire Company
Is preferred stock is entitled TO a per cent
cumulative dividend. The retirement of the pre-
erred stock would necessarily involve the cut
ing of entirely OF the dividend heretofore pay
ble upon that class OF stock, and there is good
authority for Ehe opinion that the preferred
stock Of the company cannot be redeemed with
BUT the unanimous assent of the holders of
such stock 4 recent case bearing upon this
point is found in Y Atlantic Reporter, de-
csded in February 1893, when Vice-ChanceIlor
Emery, in granting the application for an in
junction In the action OF Pronik against the
Spirits Distilling Company. said:
In NY judgment these general powers of amend
relation between the stockholders inter sese do not
OF the COMPANY itself with the stoekboIdere s 20
me rare OF dividend paying which was created by
which was required by the statute 10 express this
rate OF dividend, and which reserved no power in
ne company 10 change Such alteration would i'm
pair the obligation OF The contract created by the
STOCK certificate issued under the companys charter
TIE American Steel and Wire Company of
EeW-Jersey was incorporated at Trenton on
January IL, 1879, with q capital of S40O00,0O0
: Der cent cumulative preferred stock and $50
vSEVo common stock II succeeded the Aueri-
lean Steel and Wire Company an Illinois cor
poration, the capital OF which was sd 000 600
equally divided between preferred and common
SICK On the organization Of the New-Jersey
corporation. with its $50 100000 capital a syn
oleSte which had furnished S2SOo0O0O cash TO
Ire new company received S2S0000g0 of The
new preferred stock, and also, IL is said large
amount OF the new common stock. The recent
declaration OF per cent dividend on the COM
mon was taken by Wall Street to mean thar the
se4gfrans Of this city, who took a leading part
y the financing OF the American Steel and wire
Conpeny OF New-Jersey, and who last June I'M
e1ccSseIauy urged the declaration of q dividend
On me common stock, are now in control of the
SolApahy which has heretofore been dominated
Dy John ". Gates and his Western assocIatee