The Hawaiian gazette., 1918-07-23

"IthouI u hlbSentlng vote out with
the stock Of Georg Rodiek unvotod,
the stockholders of II. Hackfeld &
Company, Limited, yesterday passed
resolutions providing for sale of the
going business and assets of the com
pany to be formed and which will be
known as American Factors, Limited.
Thus was put into effect the first stage
of the plan of the custodian of enemy
property for the settlement of the af.
fairs of the big German owned con
Germ before an adjournment was taken
until two O'Clock Monday afternoon.
Immediately after the meeting the
directors met and took n further step
in determining upon the officers Of
the proposed new company and the
incOrpOratOrs, who are the same as the
five directors. II is expected that the
articles of Incorporation will be filed
this morning, or certainly 10y Monday.
No Real Opposition
While no direct opposition to the
plans of the custodian developed at
the meeting, suggestions of changes in
the text of the resolution were made
by f. W. Milverton, representing
as attorney GeOrg Rodick, +. w. Kle.
balm and Herman Schultz, the purpose
being to limit the amount Of Liberty
Bonds to be taken in payment for trust
certificates of stock in the new con
Germ and to expedite the time in which
the affairs of H. Hackfeld & Company
shall be closed up 80 that it will not
require the sale of all of the trust
certificates before dissolution of the
present concern is brought about. The
plan of Mr.. MilvertOn was accepted
III part. His suggestion that not moro
than two thirds of payments for trust
certificates shall he in Liberty Bonds
was changed to eighty percent and his
suggestion for a speedy dissolution and
distribution Of proceeds of sale was
considered good and adopted,
Objects to Bonds
1t appeared TO he the purpose of Mr..
Milverton, representing Rodick, Kle
balm and Schultze to have it so ar
ranged that payments in Liberty Bonds
might be sufficient to pay the custo
dian the share of the proceeds of the
sale of the business which the stock
he holds for en6my aliens may be en-
titled to but that there be no moro
bonds taken and that the minority
stockholders receive all cash instead
Of Liberty Bonds, in part, a contin
gency which might arise.
The resolution as presented provided
for a sale Of all of the trust certificates
Of the American Factors, Limited, be
fore the dissolution of II. Huckfpld 4
Company be started. The custodian had
previously said that if the entire stock
of the new corporation was not sold
he would purchase the unsold part and
this made possible the carrying out of
Mr.. MilVCrtOn \ suggestion.
Amendment Accepted
The amendment that was adopted
was rs follows:
THAT the board of directors of H.
lackfcld & Company, Limited, will
then proceed to sell the said trust Ger
tlfcatPS at price of one hundred and
fifty dollars ($l5O.0O) for each share
represented; and II. ITarkfcld & Com
pany, Limited, shall be diSincorpOrat
ed, and the net proceeds of sale Of
sand trust certificates divided pro rata
among all Of its stockholders in pro
portion to the number of shares held
by them rCSI"ctiN ely, and according to
their several classes and prOpOrtIOnate
rights, az II final diatI hutton of its
assets; provided, that such dissolution
proceedings may In the discretion Of
the dirrctoGs hr instituted before the
sale Of all of said trust certificates in
anticipation Of the same being sold
prior TO the taking effect of the dc
cree Of dissolution; and provided fur
thcr that the directors may at any
time in their discretion distribute in
the way of diNidcndS any funds avail
able up to the full amount Of sur
plus and undiNiIrd profits; and that
the board Of directors of ii. Hackfrld
4 Company, Limited, may in their dis
CTrtIOn receive in payment or part
payment for any of said trust cCrtif
cntcs not to exceed in the aggregate
eighty percent (SOH of the whole
amount receivable for said trust Ger
tihratrS, or sale thereof, in United
States Liberty Bonds computed ut par
and the balance in cash.
Resolutions Pass
With this amendment the resolution
passed 10y IL vote of -, 500 shares in
its favor. Mr.. Milrcrlou voted thu"
shares Of KIcbHhn and Schultne in tho
Affirmative and explained that he hal
not tn" authority to vote the two hun
drcd shares held by Rodick. lie was
to- cable ROdlck yesterday afternoon,
recommending his acceptance of tn"
plan and authorization of the attorney
to sign the minutes for him, ROdirk,
and an Affirmative answer is expected
to-day.
when the meeting was called to or
der shortly after ten O'Clock yrstcr
day morning, Richard II. Trent, rep
rrsrntntiNr of the enemy property Gus
todian and II director Of II. lIackfcld