Evening journal., 1920-08-09
NOTICES

CERTIFICATE OF AMENDMENT J
OF CERTIFICATE OF lNCoRPoRA-
The Newport Company. a corporation
organized and existing under and by vir- 7
tue of the provisions Of an Act of the .
Legislature Of the State Of Delaware i
entitled An Act Providing General I
Corporation Law approved March 10. /.
lS9n, and the acts amendatory thereof
and supplemental thereto. the Certificate /
OF Incorporation Of which was filed in /
the office OF the Secretary OF State Of i
Delaware. on the iith day Of July. A. ID. /
1919. and recorded 10 the ofice Of the
Recorder OF Deeds for New Castle county.
state of Delaware, on the ifth day of
poration, Record A, Volume IL, Page 10,
DOES HEREBY CERTIFY:
First. That at meeting Of the d.
called and held on the 18th day Of July.
1920, resolution was duly adopted. de.
claring that Il was advisable that the
Certificate OF Incorporation Of said cor
poration be amended a. follows. BY
striking out all Of the paragraph num-
bered Fourth and by inserting, In lieu
thereof. IN following:
FOURTH Ia The total authorized
capital stock OF this corporation is
Common Stock Of the par value OF One
Hundred Dollars lsiOOl per share.
amounting In the aggregate TO Three
Million Dollars lS3,Ooooo0l. and one
Million u,o00.OO0l shares Of Common
stock OF the par valueof One Dollar
/ lSiO0l per share. amounting IN the ng-
gregate to One Million Dollars
as rho holders Of Prior Common
Stock thereafter called Prior Stock
ehall be entitled TO receive when and as
declared from the surplus or net PROFITS OF
the corporation.
u) Regular dividends at the rate OF
] nIrhf
/ on the par value thereof. payable In
I quarterly instailmcnts, on the 10Th days
Of January, April, July and October In
each year The regular dividends afore-
said shall be cumulative.
(2l In addition thereto. an extra divi-
dend Of one per cent a per cent? on the
par value thereof shall be payable on the
Prior Stock on each Of the 18th days Of
January, April. July and October In each
year out Of the net earnings Of the Cor
poration for the quarter year ending on
| the last day Of the month preceding the
date on which such extra dividend Is
I payable, II such net earnings, after de-
ducting therCfrom the quarterly install
ment Of tho regular dividend Aforesaid,
[ and Interest and proper charges for
maintenance and depreciation, are sum
| Client therefor. provided that II In any
| quarter, the net earnings as aforesaid
I shall not suffice for the payment Of such
I extra dividend on the next dividend date
the same shall be payable out OF such net
] earnings ANN any lNNNANMn quarter Wl
quarters Of the current calendar year
and n such net earnings for such pre-
4 vious quarter or quarters shall not SUI
lice for such payment, then the said extra
dividend shall cumulate during said cal
endar year and shall be payable out q
such net earnings for any subsequent
! quarter or quarters Of the then current
calendar year said extra dividend sbal
not be cumulative beyond the then cur
rent calendar year. except as any install.
ment thereof Is not paid when the mel
earnings from which the same Is pay
able as above provided, are suihclen
therefor and the same could have been de
| clared; ana 10 that extent the SAINT
shall he cumulative beyond the then cur
rent calendar year.
In no event shall any dividend be pail
upon or set apart for the Common stool
out Of earnings Of the corporation .accru
ing subsequent TO July /, 1920, until al
accumulated regular dividends and al
regular dividends FOR the then curren
calendar year shall have been paid upo
or set apart for the Prior stock. no
shall any dividend be paid upon or 50
apart for the Common Stock out Of earn
incs Of the then current calendar yea
until the full amount Of the extra on
per cent. quarterly dividend Tor the the
! current calendar year shall have bee
paid upon OF set apart for the irio
Stock. All or any OF the PRO
Stock may In the discretion Of the Cor
porauon be issued as ot July i, W.
aud the certificates therefor 10 dated.
In the event of any liquidation. disso
luton or winding up Of the corporato
or any distribution Of It's assets, othe
than by way Of dividends from surplu
and profits. the holders of the Prio
Stock shall be entitled, before any az
sets Of the corporation shall be DIS
tributcd among or paid over 70 the hold
ers OF the Common stock, TO be paid 1
fun the par value Of their shares, an
m such liquidation, dissolution, wind
Ing up or distribution be voluntary.
further amount equal 10 twenty -fve pc
cent (25 per cent? OF such par valu,
: plus In either case, all accumulated divl
. deuds thereon.
Except as above provided, no dividend
4 shall be declared or paid on the Prio
u Stock and Il shall not otherwise partic
= pate I'm the prohts Of the corporation.
Z (c) The Corporation may, on an
Z dividend date, redeem all, but not lei
Z than all, Of the Prior Stock at any tim
4 outstanding. by paying to the holder 2
Il holders thereof. the sum Of one HUI
Il dred Twenty-Five Dollars ($l1J) ps
n share, together with the amount Of q
II dividends accumulated thereon up 10 n
: date fixed for such redemption. Notis
u Of such redemption shall be given b
u mailing a copy thereof 10 each holder Z
u record Of such stock at his address O
u the same shall appear on the books
u the corporation at least sixty days pri'
y 10 the date fixed for such redemption
u and also by publishing such notice onl
" week for four successive weeks. a
= FIRST publication TO be not less tina
sixty days prior TO the date fixed Il
y such redemption, in newspaper of gel
II eral circulation. printed In the Englii
r language and published in milwaukee
X Wisconsin. and In a newspaper OF gel
n erai circulation, nrintd in the Engi'
b language and published In the city
III been duly given, from and after the da
mi Fixed therein as the date Of redemptio
II unless default shall be made by q
u corporation IN providing moneys
Ill dividends on the Prior Stock shall cea
u and all rights Of the holders thereof
Q stockholders Of the corporation, exec
the right TO receive the redempt
~ price without interest," shau cease M
~ tdl So long as any Prior Stock shi
u be outstanding the corporation shall,
III or before each dividend date. set apa
- for and credit to the sinking fund, o
~ OF any earnings or profits OF the GO
= poration az and as there te any at
= payment Of the cumulative dividends
= the Prior Stock a quarterly installme
= Of Thirty-seven Thousand Five Hundr
= Dollars (S37.5O0). Such installmeI
= shal be cumulative, provided. howev
q that the aggregate amount az any o
y time 10 the credit OF the sinking IN
= shall not exceed the sum Of one Hu
y dred Fifty Thousand Dollars (Si50O00
= As each quarterly installment is
y apart for and credited to the sinkl
z fund. 10 shall be applied 20 the purchi
z OF such Prior Stock as may be offered
= the corporation, or as it may be able
z acquire, at q price not exceeding q
z Hundred and Five Dollars lSlulOO) !
2 share and accumulated dividends. a
= each such quarterly amount shall
z held subject TO such application. for
z period OF twelve months. Any such M
= shall Re accepted by the corpo
= ton in the order Of prior
= In which the same are made and only
= 81 that there M fHn time
= the offer, funds in such sinking III
= sufficient 70 pay for such stock at