The Indianapolis journal. [volume] (Indianapolis [Ind.]) 1867-1904, 1902-07-21
Merger of Asphalt Company of Amer
lea and National Asphalt Company
Is the Leading Feature.
CAPITAL WILL BE $31,0oo,OOO
DETAILS OF CONVERSION OF THE
FORMER SECURITIES.
Elaborate Plans Affecting Preferred
and Common Stocks and Trust Ger
tificates-The Deal in Detail.

reorganization Of the Asphalt Company Of
America and the National Asphalt Com
pany, which companies are In the hands Of
receivers. was made public tonight by the
two committees that have been examining
the condition of the companies. The plan
provides that the property of the two COM
panies shall be acquired by a new corpora
ton, which is TO have a capital of S31, 100000.
The new company is to be organized under
the laws of the State of New Jersey. or
such other State as may be decided on by
counsel which company may issue capital
stock as follows:
Five per cent. preferred stock, cumula-
tive after the expiration of two years from
the purchase of the property and the COM
mencement of business by the new COM
pany, entitled to no dividends in excess of
per cent, but TO be preferred in liquida-
ton to the amount of its par value, to-
gether with all accumulative and unpaid
dividends. to an amount not exceeding $l4,-
000, 900; common stock not exceeding ST.
Co.,
The new company can acquire the prop
erty and securities formerly belonging TO
the Asphalt Company of America and the
National Asphalt Company, but in case the
two committees shall be of the opinion that
the acquisition of any such property or Sc
curities would not be to the interest OF the
new company such property or securities
may not be acquired
The right is TO be secured to holders of
preferred stock by the charter of the new
company, supplemented by proper deed of
trust TO exchange the preferred stock for
common stock at the rate of $3.50 in COM
mon stock for each 500 of preferred stock
surrendered. OF tine common stock
amount equal 10 one-half the preferred
stock to be issued and not exceeding $1,000
OO0 will be set aside in the hands of a
trustee or depository to be used only for
the conversion of preferred stock into COM
mon stock. The common stock so held. until
its exchange for preferred stock in the
course of such conversion, is to draw no
dividends and exercise no voting rights
The preferred stock is to be subject to re-
demption or purchase at any time after
three years from the issue thereof, at the
IA tie of 10 per centdm of its par value.
The directors are not TO create or au-
thOrize any issue of bond or funded debt
secured by mortgage, pledge or other len
on any or all OF the property OF the corpora
ton, without the consent of the holders
with voting power of not less than three
fourthS of each class of capital stock and
Tile COlStII Oh the nOlutIS VI uOl ltsoS IMAM
three-fourths of each class OF voting trust
certificates outstanding. The directors can,
however, incur authorize unsecured or
floating Indebtedness up TO 10 per cent. or
the amount of the outstanding capital stock
without the consent of the shareholders.
The outstanding collateral gold certif-
Gates of the Asphalt Company of America
are to be reduced to about $27,OO0,O00 by the
exchange of certain of said certificates for
common stock trust certificates of the new
company and the remainder for preferred
Of n
$500 of preferred stock of the new COM
pany for each $1,000 of collateral gold GER
tificateS.
Shares to the amount of $450O,OO0 of COM
mon stock are to be sold for cash at 80
per cent. of their par value. This amount
has been underwritten.
Such underwriting and the exchange Of
gold certificates of the Asphalt Company
of America for stock as next hereinafter
provided will be accompanied by an adj
justment and satisfaction by the under
writer's and holders Of such certificates OF
certain claims of John NJ. Mack affecting
properties acquired by the National Com
pany in exchange for certain amounts Of
it's shares prior TO the merger with the
American Company. The properties thus
released from these adverse claims are TO
become a part of the assets of the new
company.
Stock trust certificates for common stock
to the amount of $l50,O00 are to be issued
in exchange for collateral gold certificates
of the Asphalt Company of America to the
amount in par value Of S2,500,0O0, which
certificates are not TO be exchanged for
preferred stock trust certificates of the new
company
Holders of the collateral gold certificates
of the National Asphalt Company have
the privilege of acquiring stock trust GER
ti1cates for common stock Of the new
company to an amount not exceeding 20
per centum Of the par value of the col
lateral gold certificates and on the pay
ment of 81 for each 500 of stock trust Ger
tifcates TO be acquired.
Holders of preferred stock of the Ma
tional Asphalt Company have the privilege
of acquiring stock trust certificates for
common stock Of the new company to an
amount not exceeding IL per centum at the
par value of the preferred stock and on
payment Of 81 for each 500 of stock trust
certificates to be acquired.
Holders OF common stock of the National
Asphalt Company have the privilege of
acquiring stock trust certificates for COM
mon stock Of the new company to an
amount not exceeding per cent. Of the
par value Of the common stock and on
payment of 81 for each 800 of stock trust
certificates so acquired.
Accompanying the reorganization plan
were the separate reports of the two COM
mittees TO their respective security holders.
letter OF Receivers Henry Tatnall and John
NJ. Mack in which they say the new COM
pany should have an annual income of ap-
proXimatey 900 year.
In it's conclusions the committee states
that IL has been advised by counsel that il
is neither within its province nor power to
and managers of various subcompanies
and, irrespective of that, the committee be-
lieves that the best commercial results are
to be obtained by amicable adjustment,
such as the underwriting OF the common
shares in the proposed organization. Ii is
urged that il Is essential 10 actively main
tain the business that litigation would be
uncertain. expensive and tedious; that de-
lays would cause disintegration TO the bus
mess that the business requires fresh cap
ltal and that in the opinion Of the receivers
nj
capital TO continue the business of the COM
pany on its present or a broader basis