Evening journal., 1917-12-14
REORGANIZATION OF
An. GRIPH0PROtE
Delaware Corporation is
Formed TO Take Over
Present Company
ASK STOCKHOLDERS
TO EXCHANGE SHARES

stockholders Of the American
Granhophone Company 0f whom there
arc scores in Wilmington. in circular
signed hy Francis = Whiitan. NJ this
city. president 9ro asked to glvf their
assent 90 "a plan Of reorganization 90
be effected through an exchange of
stock. Tho plan provides for The in-
corporation in Delaware OF now c0n-
Germ to he called The Columbia Granh0-
(phonc Manufacturing Company. with
an authorized capital of 10000 shares
OF g per cent cumulative preferred
stock of sioO par value each and i5o-
uoO shares of common stock with mo-
par value.
The offer isl made 20 exchange the
shares of the new company for those
Of the American Graphophono Com
pany. West Virginia corporation. on
the following basis:
For one share of preferred stock of
the West Virginia Company Oh nly
either: option 10 one share of pre-
ferred stock and onc-fourih of share
of common stock of the Delaware Com
plny, or option b one and one-ierih
of "a share of common stock of he
Delaware Company.
For one share OF common stock Of
the West Virginia Company ;o pa,
either: option .cl one share prefcrrcG
stock and one-nrh share of common
stock Of the Delaware Company. or
option 3D. one and 0ne-twenticth of a
Share Of common stock of lhc Delaware
Company.
Fractional shares. the circular states.
Will not be- issued but in lieu thereof
script for fractional shares VIII be de-
lNered 90 the stakeholder which viii
be convertible into shares of stock
by the Delaware Company when arcu-
mulated 60 equal fun shares. or which
vii be received by the Delaware Com
pany as pro rata consideration for tho
purchase of fun shares. The scripi so
issued will not bear dividends until con-
Ncrted into stock. Tho West Virginia
Company agrees 10 pay an the eXpen-
ses or reorganization including ihc is
suanre and exchange Of stock
stockholders asserting 20 the plan are
requested 90 deposit their holdings with
the New York Trust Company.
The American Graphophone Com
palV will De- dissolved when the prop
crty and assets have been taken over.
but the present management will take
charge OF the affairs Of the new COM
pany. The entire stock Of the Colum-
bia Graphophone Company owned hy
the American Graphophone Company
will be absorbed by the new concern.
Reasons FOR the change as stated m
the rirrular are "that for several years
the board Of directors of-the American
Graphophone Company has considered
its status under the laws Of West Nir-
sinia and has regretted Che rcslric-
lions and complications arising out of
its organization under The West Nirg,nl
statute. II has also been deemed most
desirable that lhc financial as well as
The operating end Of the business should
have the benefit Of the trade name of
Columbia ihe value Of which has
been secured by the expenditure Of large
sums or money. BY reorranizing the
business or the company under the cor
poraion laws OF Delaware there will
result substantial savings in State TAXA
gon.'
The authorized capital stock Of Tie
American Graphophone Company is
g, 100000 Of 7 per cent participating
preferred and s7,5ooo0O OF common.