New-York tribune., 1902-08-09
3lnnrr1al.
CIRCULAR OFFER.
New-York. Angnst 6 1c

Ne"-fork, August 6, 1902.
To the Stockholders Of George A. Fuller Conn
pany:
The United States Realty and Construction
0onpany oorf thereafter designated the new cor
Poi auOiil mas been organized under the Laws
OF the State Of New-Jersey for the nrTnose
among others, of acquiring the whole or part
ot the capital stocks of the New York Realty
corporation, George a. Fuller COMPANY and
SI such other corporations as its Directors may
decide 10 be advisable and proper
Inc undersigned have made contract with
sid said United States Realty and Construction
company, by which the latter is to issue and
Stool 70 rs -, SIX per cent cumulative preferred
@ SICK 10 the amount Of Thirty million dollars
ana It's common stock to the amount of Thirty
sA Hllinon dollars, in consideration Of the entire
NaPitdi STOCK OF the New York Realty Corpora
1lon, the entire issued capital stock both COM
Hiuh ana preferred, of the George a. Fuller
Company, and the entire capital stock of the
:Alltance Realty Company and the real estate
interests and certain stock now belonging to
1he central Realty Bond and Trust Company
ana Eleven million dollars in cash: said contract
containing provision for the reservation Of
the capital stock, both preferred and common,
OF said new corporation. representing the esti-
mated proporuonate value of such stocks and
properties as may not be acquired by it under
the terms Of said contract.
II is our opinion that the ownership of these
stocks and properties by such corporation will
greatly benefit the several companies whose
stocks are acquired and increase their earning
capacity.
The new corporation by the ownership Of the
whole or the greater part Of the capital stocks
OF the subsidiary companies VIII be able 10
Iurther their interests and supply them with the
capital which will be necessary for the trans
action Of an increased amount OF business
A number Of the larger stockholders of these
companies concur with US in opinion and
have expressed their Willingness to transfer
their shares in exchange for the shares Of the
new corporation the terms proposed
Subject to the provisions Of this circular, We
offer 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 or the George a. Fuller Company, tortE-
five one-hundredths OF a share Of the preferred
and three-fourthS Of a share of The common
stock Of the new corporation: script certificates
for fractional shares, not carrying dividends
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 1st day of September, 1907, unless
the undersigned, and such stock shall remain on
deposit with said Trust Company until the
exchange for the stock Of the said new cor
poration, but not later than the nrst day OF
November. 1902: and ii is understood that
deposit Of stock with said Trust Company shah
be deemed acceptance Of this offer, subject
to all OF its terms and conditions.
If before the first day Of November, 1917,
shall deliver 10 said Trust Company the
stocks of the new corporation called for by this
offer, said Trust Company is to deliver to said
new corporation the stocks deposited, but said
deposited stocks shall not be delivered unless
two OF the officers OF the new corporation shaH
certify that 1t Will, on their delivery own shares
Of the stock of the New York Realty Corpora
ton, the George 4. Fuller Company, the AL
lance Realty Company, the real estate interests
and equities Of and certain stock belonging 10
the Central Realty Bond and Trust Company,
in the amounts required by the terms or
the contract between the undersigned ana
such new corporation; and shall have IN lts
treasury Eleven million dollars cash capital,
and shall also have reserved in its treasury
upon the basis Of the exchange offered by US TO
the stockholders Of the George A. Fuller Com
pany the New York Realty Corporation and the
Alliance Realty Company, sufficient OF its own
stock to represent the shares OF the said several
corporations. which shall not have been ac-
ouired bv it through deposit with the said
Trust Company or otherwise; and also that It
shall have in its treasury sufficient OF its stock
Of the real estate interests Of and certain stock
belonging to the Central Realty Bond and Trust
Company not acquired as provided by said con-
tract. as such value shall be estimated py the
undersigned
The stock when deposited with the said Trust
Company is to be endorsed in blank so that the
same may be transferred TO it Trustee.
The said Trust Company will upon receipt or
the shares issue a certificate of deposit, stat
ing that il holds them pursuant to the terms
Of this circular. Application will be made for
the listing Of these certificates on the New York
Stock Exchange. Dividends the preferred
stock Of the George A Fuller Company declared
during the term of deposits will be paid to the
Central Trust Company and by II paid to the
holders Of record of the certificates Of deposit.
We are to pay TO the Central Trust Company
on receiving the stock, sum Of money equal
to seven per cent Interest on the preferred stock
deposited from the date the last dividend was
paid up to the date Of the delivery Of the stock
OF the new corporation 70 said Trust Company,
and the same will be divided by the said Trust
Company among the then holders Of record
of its certificates for preferred stock the intent
being that a depositor shall not lose his pro-
portionate share Of the dividends on the pre-
ferred stock while deposited. Said Trust
Company is to make rules governing the trans
fer and registration Of the certificates and for
closing the transfer books thereof, subject to the
approval of the undersigned
II is understood that the Central Trust Com
pany is 10 rely upon the certificate Of two Of
the officers Of the new corporation in regard to
its incorpora ton, the issuance Of its capital
stock. the ACQUISITION of the stocks Of the sew
eral companies and the real estate interests and
stocks from the Central Realty Bond and Trust
Company and payment Of the Eleven million
dollars cash capital, and any other facts con-
nected herewith and shall be protected in any
act which it may do relying upon the truth Of
such certificate.
The Central Trust Company will on receiving
the stock of the new corporation and surrender
Of its certificates Of deposit. deliver to each GER
cate entities him. If, however. the undersigned
Do not. for reason, before the first day
Of November 1902. become entitled to have the
stock so deposited delivered to the new corpora
tion the Central Trust Company shall. upon
surrender of its certificates return TO the
holders thereof the number OF shares or
deposited stock represented by its certihcates
and this offer and any acceptance tncreol small
he deemed cancelled and terminated
It is further understood and agreed that any
stock retained in the treasury of the new cor
ora ton, under the terms Of its contract win
the undersigned, may be used py II elther TOT
the ACQUISITION of the stock or property interests
for which they We're reserved, or for any other
purpose.
The forms of the certificates Of the stock or
the new corporation the other details OF the
transaction and the method of its consumma-
ton not inconsistent with the terms of this
circular. shall be determined by US