The Telegraph-courier. [volume] (Kenosha, Wis.) 1888-1946, 1919-07-10


STATEMENT OF REDUCTION
and
CERTIFICATE DECREASING CAPITAL
STOCK.
SIMMONS COMPANY. a corporation Of
the State OF Delaware. by its President
aud Its Secretary. aud a majority of its
Directors, does hereby certify:
Il That the princIpai Office of the COM
pany is located at Nos. 925-92T Market
Street in the City of Wilmington. County
of Newcastle and State of Delaware and
that the agent therein and in charge there
Of upon whom process against the corpora
zion may be served is Corporation Charters
Company.
. That on the 31st day of May, A. D.
1919, pursuant to call of the President
and upon notice given to each stoekhold-
or as provided In the Bylaws and by
law, a special meeting of the stockholders
of the company was held, at which meeting
%, SS3 shares, being more than two thirds
of the capital stock of the company issued
and outstanding and entitled to vote,
were present or represented, and voted in
favor Of the resolution as follows:
WHEREAS, the amount of the total
authorized capital stock of this corporation
is thirteen million as 900, 100000 dollars,
divided into one hundred and thirty thou
sand t1S0.000l shares Of the par value of
one hundred 100000 dollars each; and
Of said authorized capital stock thirty
three million $1,000, 0O000l dollars is Pre-
ferred Stock. and one hundred thousand
tlu00tWl shares amounting to ten million
1OOOO. o00.00l dollars fis Common Stock
and
WHEREAS, of said thirty thousand
(30000l shares amounting to three mil
lion 100000 COO dollars of Preferred
Stock, twenty three thousand four hun
ing to two million three hundred forty
three thousand and six hundred (2.343,
$4,000 dollars is issued and outstanding
and six thousand FIVE hundred and sixty
four (6,56S) shares amounting to six hun
dred ffty-six thousand four hundred
t656,400.00l dollars is unisSued and
WHEREAS, it is deemed advisable that
the capital stock of this corporation be
reduced to ten million (10,000,00000) dol
lars Gall Common Stock, and that the
decrease be effected by retiring thirty thou
sand 100000 shares. being all of the Pre-
ferred Stock, amounting to three million
IS. 900. 000.00l dollars and
WHEREAS, ell Of the debts of said cor
poration have been paid and discharged,
except those which are otherwise fully
secured,
NOW. THEREFORE,. BE IT, AND IT
HEREBY IS, RESOLVED, that the capital
million (1o0e0,000OO) dollars divided into
one hundred thousand (100,000) shares of
Common Stock of the par value of one
hundred 100000 dollars each, and no
Preferred Stock, by retiring OH August /,
1919, (being * dividend date not less than
forty (40) days after this meeting) thirty
thousand 100000 shares of Preferred
Stock amounting to three million t3000,-
Stock authorized by the Certificate of In
corporation as amended, at thR price 0l
one hundred and ten 110OO) dollars per
share for ali of the Preferred Stock issued
and outstanding, plus accumulated and
unpaid dividends thereon. and
RI TT. AND 1T I1ERERY ETRTH-
FIR RESOLVED. that a statement of the
reduction be signed and acknowledged by
the President and majority of the Direc
tors, before an officer authorized by the
ments of deeds to be the act and deed of
the signers, respectively, and that the facts
therein stated are truly set forth, which
statement shall be filed in the office of the
Secretary of State of Delaware and a GER
tined copy thereof recorded in the Office of
the Recorder Of the County of Newcastle,
Delaware where the principal office of the
said Company in Delaware is located, and
BE 1T, AND IT HEREBY is, FURTHER
RESOLVED, that the certificate decreasing
the capital stock as aforesaid, be published
for three 90 weeks successfully. at least
once in each week, in a newspaper pub
llshed in the county of Newcastle, Della
ware and in q newspaper published in Ke-
nosha county, Wisconsin, the first pub
lication to be made within fifteen (15) days
after the fling of said certificate as afore-
said /"
g. That at said meeting Of the stock
holders the foregoing resolution was as.
sented to in writing by the stockholders
of said company present or represented at
said meeting as aforesaid, which said writ
ten assent is hereto appended
A. That 1924 shares of the Preferred
Stock, which. with the Common Stock
asserting thereto, is more than two thirds
of all of the Stock issued and outstanding
filed with the Secretary of the company at
.n46 ESr4r 4l,>Sr H.
retirement Of the Preferred Stock of the
company and to the REDUCTION of the cap
ftal stock of the company, copy of the
form OF which consent. together with the
list Of Preferred Stockholders and the
amounts of preferred stock held by each
is hereto appended.
g. That 1926 shares of the Common
Capital Stock of said corporation are is
sued aud outstanding and entitled to vote
8. That 23,436 shares of the Preferred
Stock of said company are issued and out
standing.
T. That the Board of Directors is CON-
posed Of eighteen Llsl members.
SIMMONS COMPANY has caused this
Statement of Reduction ard Certificate
Decreasing Capital Stock to be signel by
its President and Secretary, and its cor
porate seal to be hereunto affixed, this 31st
- 80 " SIMMONS COMPANY.
By r. G. Simmons,
President.
Attest o. Banl d'Aoust,
corporate Seal) Secretary.
DIRECTORS:
Y. z. Award; J. c. Ferris; John F.
Gail; q 6. Simmons; G. H. Milne; A. Fl.
Lance; 0. Ban'l. d'Aoust; Alfred Terrell !;
Chester D. Barnes and C. H Schweppe.
STATE OF WISCONSIN,
COUNTY OF KENosHA. -
Be it remembered that on this 31st day
Of May, A. D. 1919, before me the under
signed Notary Public, in and for the
State Of Wisconsin. personally came q. G.
SIMMONS, President and O. b. d'AOUST.
Secretary of SIMMONS COMPANY, to
me personally known and to me known to
be such officers of said company, and per-
sonally came before me
A. H. Lance
G. H. Milne
Alfred Terrell
Y. L. Award
J. G. Ferris
G. Fl. Schweppe
John f. Gail
o. B. d'AOust, and
Chester d. Barnes
to me personally known and to me known
to be directors of said Simmons Company.
and to be the same persons who executed
r