New-York tribune., 1902-08-10

To the
paHy
-,o limited States Realty and Construction
rnnanv thereafter designated as the new cor
oorafion) has been organized under the Laws
I've % others Of acquiring the whole or part
e ne capital stocks Of the New YORK Realty
Sornoration, George A. Fuller Company. and
- s1ch other corporations as It's directors may
s.ciSe 10 be advisable and proper. 80
rbe undersigned have made a contract with
.i5 United States Realty and Constructor
sn,env bv which the latter is to issue and
Ssljver its six per cent. cumulative preferred
tock 10 the amount Of Thirty million dollars
80 t+s common stock 10 the amount OF Thirty
million dollars in consideration Of the entire
e,iral stock of the New York Realty Corpora
tion. The entire issued capital stock, both com
nan and preferred, Of the George a fuller
Sononany and the entire capital stock or me
sIiiance Realty Company and the real estate
;,terests and certain stock now belonging TO
~ Central Realty Bond and Trust Company
end Eleven million dollars in cash; said contract
containing a provision for the reservation OF
the eapital stock, both preferred and common
- sai5 new CORPORATION, representing the esu-
mated proportionate value CT such STOCKS ana
properties as may not be acquired by it under
+ is onr opinion that the ownership of these
stocks and properties by such corporation VIII
greatly benefit the several companies whose
Stocks are acquired and increase their earning
The new corporation by the ownership OF the
whole or the greater part Of the capital stocks
of the subsidiary companies Will be able TO
further their interests and supply them with the
eaDifal which VIII De necessary luS bId4lS-
scfion Of an increased amount of business
a number Of the larger stockholders Of these
companies concur with US in our opinion ana
have expressed their Willingness 10 transfer
their shares in exchange for the shares of the
new corporation on the terms proposed
Subject to the provisions of this circular we
ofer TO YOU for each share of the preferred
stock Of the George A. Fuller Company, one
and one-tenth shares Of the preferred and one
half share of the common stock Of the new
corporation. and for each share Of the common
stock Of the George A Fuller Company, forty
five one-hundredths of a share OF the preferred
and three-fourIhs OF snare OF the coliiiiIo1I nI
stock Of the new corporation; script ceruncateS
for fractional shares, not carrying dlVldenus
until converted, Will be delivered.
Stockholders desiring to take advantage OF
this offer must deposit their stock with the
Central Trust Company OF New YORK on or
before the lst day of September, 1SuZ, unless
the tine for such deposit shall be extended ey
the undersigned, and such stock shall remain on
deposit with said Trust Company untl me
exchange for the stock OF the said new cor
roration but not later than the nTst Gay OF
November 1902: and il is understood Ihat q
deposit of stock with said Trust Company I snau
be deemed an acceptance OF this offer subject
10 all of its terms and conditions ooo
If before the first day of November, 1S0-
We shall deliver 10 said Trust company tIie
stacks Of the new corporation called for by TINS
offer said Trust Company is 10 deliver TO sa!9
new corporation the stocks deposlted, puI solo
deposited stocks shall not be 0ehVerea uhieSS
two Of the officers of the new corporation sIalI
certify that il Will, their delivery. own silaTes
of the stock Of the New York Realty Corpo.@a-
+ion rhe George a Fuller Company, the Al
1;noa pas1+1r Son,nar7z The real estate interests
and equities Of and certain stock beIohslirs 10
the Central Realty Bond and Trust COMPANY =
in the amounts required by the terms o.
the contract between the ul0efslSileu anu
such new corporation; ano shaH IidN r;.ai ~ 81
treasury Eleven million doildTS cash N0t-.--'
and shall also have reserved IN IT'S treaeui tr :! :
upon the basis Of the exchange o1ered py u 10
the stockholders Of the George A + uler I'm
r,snv the New York Realty Cooperation ana lile
Alliance Realty Company. sufficient OF lis ON u
c+ocl Ia represent the shares Of the said several
airla hall
ouired hv IT through deposit with the S24a
Trust COMPANY or otherwise; and aISo liiat II
shall have in its treasury sufficient OF ITS STOCK
II rerresent the estimated prOportlonate Value
of the real estate interests Of and certain slcch
belonging TO the Central Realty BONO ana I rus l
Company not acquired, as proNldTd py sdIu .
tract as such value shall be estimated by lhe
undersigned
The stock when deposited with the said Trust
Company is to be endorsed in blank SO that the
same may be transferred 10 II as trustee:
The said Trust Company will upon recelpL u
the shares issue a certificate OF deposit, stat
ing that II holds them pursuant TO the terms H
Of this circular. Application viii be mace TOT
the listing OF these certificates on the New 1otf h
Stock Exchange. Dividends on the pfeIeFIto
stock Of the George A. Fuller Company decldi 20
during the term Of deposits VIII ne paia 70 +t tt,e
Central Trust Company ana Dy II palu 70 .4 e..s
holders Of record Of the certinc2tes OF ~ ~oePosIt,
We are 10 pay 10 the Central Trust CorIlpany pan,
on receiving the stock sum OF hloney y, elui, i,
Ia seven per cent interest on the preferred stoeh
deposited from the date the last diVideno was
paid up 10 the date Of the delivery OF Ins @ seoG4
% the new CORPORATION TO said Trust Company.
and the same Will be divided by the sald IrusS
Company among the then holders OF F~ecoTa ~
OF its certificates for preferred stock, the Intent
heing that a depositor shall not lose MS pro-
portionate share Of the dividends on the pre-
ferred stock while so deposited; ssso ,l r9ust
Company is TO ma Ike rules governing Lle lLd s
fer and registration Of the ceTtlhcates ana LOT
closing the transfer books thereof subject 10 the
approval Of the undersigned
II is understood that the Central trust CoIl-
nanv IS 10 rely upon the certificate Of two OF
the officers Of the new corporation IN reeaIa -
~Ea ice
stock the ACQUISITION of the stocks Of the sew
eral companies and the real estate interests @ d-Iu
stocks from the Central Realty BOND ana iIual u
Company and payment OF the tleNeI iii4llIoii
dollars cash capital. and any other facts CON
nected herewith, and shall be protected IN any
act which II may do relying upon the truth oi
such certificate.
The Central Trust Company will on receiving
the stock Of the new corporation ana sur Iehuei
Of its certificates Of deposit deliver 10 each ceI
tiheate holder the shares to which his certih-
cate entities him If. however, the undersleneo @
do ret, for any reason pelor+ sie "a ~ -
of November. 1902, become enUtIed 10 nave ui0
stock SO deposited delivered to the new corpora
ton the Central Trust Company shalI. upon
surrender Of its certificates, return 10 ue
hoIders thereof the number of shares OF
deposited stock represented by its ceruncates Iy
and this offer and any acceptance theIeoI silaii
be deemed cancelled and terminated -
II is further understood and agreed that any
stock retained in the treasury OF the new cor cor
reration under the terms ol its 81 ~ ether fer
the acquisition Of the stock or properly
for which they were reserved or Tor any o'He'
The forms Of the certificates Of the stock OF
the new corporation. the other detaiis ,,, OF Ine
transaction and the method OF its f 4Lt
tion. not inconsistent with Ile TERMS VI inns
circular. shall oe determined py Us z,
We reserve the right at any time IN our uis.
erection 10 wholly abandon me III enoees hv
10 withdraw this offer as to an o1poslCo9 - -
publication OF notice Of such WIsn1L Sl a" -, u ~
tEo daily newspapers in the CITY OF New 1pth; 1;
and in that event all the deposited shares slaL.
h ~e41 eI IzE-irh