New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1917-12-14
Reorganization of
Am. Graphophone
Concern Proposed
Stockholders Asked to Ex-
change Shares for Those
of New Company

Stockholders Of the American
Graphophonc Company, in a circular
signed by Francis II. Written, presi-
dent. arc asked 70 give their assent 10
a plan Of reorganization to be effected
through an exchange Of stock. The
plan provides for the incorporation in
Delaware of a new concern 70 be
called the Columbia Graphophone
Manufacturing Company, with an au-
;horized capital Of 10000 shares OF I
per cent cumulative preferred stock
Of 500 par value each and 100000
shares Of common stock with no par
value.
The offer is made to exchange the
shares of the new company for those
Of the American Graphophone Com
pany, a West Virginia corporation Oh
the following basis:
For one share Of preferred stock OF
the West Virginia Company 10 pay
either: option ta) one share OF pre-
ferred stock and one-fourth OF snare
% common stock Of the Delaware
Company, or option tb) one ana one.
tenth OF a share Of common stock OF
the Delaware Company. =,
For one share of common stock OF
the West Virginia Company 70 pay
either: option (c) one share preferred
stock and one-ffth share OF common
stock OF the Delaware Company, or
ontion (d) one and one-twentieth OF
share OF common stock Of the Della
ware Company.
FRACTIONAL shares, the circular
states. will not be issued, but in lieu
thereof script for fractional shares
will be delivered to the stakeholder
which will be convertible into shares
Of stock By the Delaware Company,
when accumulated TO equal full shares,
or which will be received by the Della
ware Company as pro rata considera-
ton for the purchase of full shares.
The script so issued viii not bear
dividends until converted into stock.
The West Virginia Company agrees
to pay all the expenses of reorgan!-
cation. including the issuance and eX-
change OF stock.
Stockholders asserting 10 the plan
are requested TO deposit their hold
ings with the New York Trust Com
pany.
The American Graphophone COM
pany will be dissolved when the prop
orty and assets have been taken over,
but the present management will take
charge Of the affairs of the new CON-
pany. The entire stock Of the Colum-
bia Graphophone Company owned by
the American Graphophone Company
will be absorbed by the new concern.
Reasons for the change as stated in
tho circular are that for several
years the board Of directors Of the
American Graphophone Company has
considered its status under the laws
of West Virginia and has regretted
the restrictions and complications
arising out Of its organization under
the West Virginia statute. II has also
been deemed most desirable that the
financial as well as the operating end
of the business should have the bene
fit Of the trade name of Columbia
the value of VII. \ has been secured
By the expenditure of large sums Of
money. By recognizing the business
of the company under the corporation
laws of Delaware there will result
substantial savings in state taxation y
The authorized capital stock OF the
American Graphophone Company is
$1,000, 900 OF ! per cent participating
preferred and S7.5O0.O00 of common.
Last June all Of the preferred and
S5.191. $50 Of the common was out
standing.