The sun., 1901-03-04
STEEL PROGRAMMEOUT
Circular Addressed to Stockholders Of
United States Steel Corporation.
ITS CAPITAL $l,l54,O0O, 900.
J. p. Morgan & Co. VIII Manage Syn
dictate and Realize Profit From an
Underwriting Syndicate Form
ed to Finance the Plan.

New York, March IA circular ad-
dressed by ]. Z. Morgan & Co. to the
stockholders of the Federal Steel COM
pany, National Steel company, Nation
al Tube company, American Steel ana
Wire company, American Tin Plate
company, American Steel Hoop compa-
ny and American Sheet Steel company,
which, together with the Carnegie COM
pany, are to be merged into the United
States Steel corporation, was issued
Saturday. 1t recites the previously
known terms of exchange of securities
of the constituent companies and Is
supplemented by an address of the
boards Of directors of the various COM
panies urging acceptance of the terms
offered on the score of decreased eX-
penses and larger net earnings with
out advances in prices of manufactured
products.
In order to carry out the provisions
of the consolidation the capitalization
of the United States Steel corporation
will be 81, 154, 100000. OF this amount
1926, 100000 is per cent cumulative
preferred stock, an equal amount of
common stock and S304 100000 of .
per cent bonds. The bonds are to be
used only in acquiring the bonds and
60 per cent of the stock Of the Carne-
gle company. An underwriting syndi-
cate of S20O000,0O0 has been formed
to finance the plan.
Morgan VIII Manage Syndicate.
l II O. a xt.;n Ia.
syndicate and exchange the bonds and
stocks of the new corporation for those
of the syndicate companies and S25.
100000 in cash. The syndicate is tC
retain all stocks not required for the
acquisition of combining companies
Negotiable receipts will be issued fol
, the deposits of stock at the deposi
, taries designated.
j The right is reserved to withdraw til,
, terms of exchange to any company un
less two-thirls of its capital stock i
! deposited or to withdraw their offer II
respect to all companies If deemed ad
visable. Preferred stock dividends o
the various companies are adjusted III
to April !, but common stocks deposit
| tu luuSl udNt NV VI ilShtS "
dividends declared or payable up t,
March /. No adjustment is made 9th
erwise.
: A clause in the charter of the Unite'
I States Steel corporation restricts tn
payment of dividends on the common
stock out of the net earnings or sur
|, plus until the years quarterly div
l. idends have been paid on the preferre,
u stock. Dividends accrue on the latte
i from April l. According to statement
made by officials of the various CON
panies entering the combination, thei
aggregate net earnings for 1900 wer
sufficient to pay dividends on bot
common and preferred stocks of til
United States Steel corporation, be
= = sides allowances for sinking funds an
, maintenance. The capitalization of til
q company may be reduced if the entir
l. capitalization of the subordinate CON
panies is not acquired
j. II. Morgan < Co. announce tina
they received no compensation what
b ever for the services in perfecting til
y deal other than the profits realize
$. from the operation of the underwritin
u syndicate. Deposits of stock under til
agreement are called for up to Marc
20 without penalty.