Evening journal., 1920-08-02
NOTICES

NiNnINllnN TOT Nht Nntu Current NNlfn~ ]
dar year. it. at the time any installment !
, cs cumulative dividends rcrulnr or
extra. upon the Prior Stock shall be In J
arrears. or II therc be any pending de-
FAULT ia tho setting aside or creditinr
90 the shaking fund of the fuu quar-
.erly inetd smeni In each quarter.
20 No dividends shall he declared or
paid upon nr set apart Tor the CONNIE "a
Stock N the declaration setting apart
OF payment Of such dividends would re-
duce the net tangible asscts Of the cor
poation 20 an amount less than Three
Hundred Dollars (s3O0) for each share OF
Prior Stock then outstanding.
The term met tangible assets, as
used In this paragraph %, shau be
deemed 70 be the sum OF the property
account, Investment account sinking
fund, quick assets and all other assets
Excluding good WILL patents trade
names( trade marks, copyrights, de-
I fewed CHARGES and other Items OF
similar charactcrl, less the sum OF
funded Indebtedness OF the corporation,
purchase money obligations. quick lia-
hilltics, depreciation and other reserves
, aud tho interest OF minority stockholuers
IN an corporations, majority OF whose
capital stock Is owned by this corpora
tion, and including IN each case, tho
assets and liabilities Of corpOratinos, a
majority Of whose stock Is owned by
this corporation and whose assets and
liabilities are consolidated in, the bali
; anco sheet Provided, that for the pur-
pose OF 80 determining net tangible as
. srts the stock interest OF the corporation
, ga The Milwaukee Coke & Gas Company
20 The extent Of It's holding thcrcln as
Of July 1, 1920 shall be calculated at It's
par value.
(g) The bonds which the corporation
Is presently entitled 10 have Issued 10 II,
amounting TO one Million Five Hundred
Thousand Dollars Isl 5o0W0l under the
existing mortgage, dated september i,
1919, from The Newport Company TO
Z The First Trust and Savings Company,
may be Issued at any time; but neither
E the said bonds nor the proceeds thereof
e shall be used for any purpose other than
the acquisition by the corporation OF ad-
r dltlonul property, as hereinafter de-
fined, but not including corporate stocks.
: No part OF the expenditures made out of
the proceeds Of such bonds or OF Prior
\ Stock shall so long as any Of the Prior
Stock Is outstanding, be used as the
s basis for an increase TO the funded debt
1 OF the corporation as OF July I, 1870.
. lhl Bonds may. at any time, be Is
4 sued by the corporation, TO refund the
a bonds now outstanding under said ex-
"a lsting mortgage or any bonds which
s may hereafter he issued by the corpora
n tion In conformity with the provisions
= and restrictions herein contained, and
4 may at any time Issue addltion2l ,,,
j. bonds or secured notes, or create addi-
e tioual funded Indebtedness, or authorize %
e ne Issued an Issue or issues or preferred
u stock other than Prior Stock. In such
n amount or amounts and upon Huch
r terms and with such privileges prefer
n ences or prioriues as II may determine,
le provided only that the aggregate par
Is and or face amount Of such additional
, bonds. secured notes, funded debt, and
J. preferred stock which shall hereafter be
4, Issued while any OF the Prior Stock shall
,r be outstanding, shall not exceed two,
l. thirds (2-3l OF the cost Of additional
~ property hereafter acquired, exclusive Of
d. such additional property as may be &C.
IA Quirrd with the proceeds OF the Prior
e, Stock, or OF the One Million Five Hun
et dred THOUSAND Dollars lSi,oOOOoOl fac'
Dr amount Of bonds which the corporation
r, Is entitled TO have issued under the pro
e. visions contained in subdivision 90 o
r this Article, or any investment OF suci
"a proceeds. or any part thereof.
J. Additional property as the term 4
OF used In this Article, Is defined 20 meal
y. all real estate or any interest therein
l,5s all permanent additions TO the plant o
l' the corporation, all permanent better
r ments. including replacement Of oll
u. buildings. fixtures or plant equipment q
ct the extent OF the excess Of the cost o
such replacement over the original cos
NJ Of property replaced, and the acquisi
e. tiOn Of not less than majority Il
ne amount OF the capital stock OF any othe
n corporation engaged In the same or
similar line OF business as this corpora
IA tion, provided the same be acquired o
ck constructed subsequent to July !, 1922
VI Additional property as above defined
aii acquired by any corporation. NOR ina
nt whose stock Is owned by this corporation
on for the purposes Of this provision. sha
ot be deemed 10 be the property OF thl
'et corporation 20 the extent OF lts propoi
n tionate ownership OF the stock Of sue
~ corporation.
en shall az any time or from time 70 tint
en- fail for a period Of four (4) succcssiv
or quarters. 10 declare and pay the quar-
y' terly installments OF the regular cigt
l,[o per cent IS per cent? dividend on a
~ outstanding Prior Stock. or ehall fail {
set apart and credit to the sinking fun
~ Thirty-seven thousand Five Hundre
on Dollars tS37,50Ol, and such failure shn
~ have continued for period or 81
us months and not been cured by subse
OF Quent payment, or shall be In default 1
~ respect OF any other provision or N
y strictlon herein contained for the bene
a.. ut or protection Of the holders Of N
"a 1 Prior Stock and any such last -mentlone
nu default shall have continued for 81
~ months, after written notice thereof,
= the corporation, by or In behalf Of an
er holder OF the Prior Stock, then and I
VI OF Prior Stock shall be entitled 90 vot
- for the purpose only OF electing one
as third Of the directors Of the corporation
or which right shall be exercised In the man
ci- ner following, to-wit:
A special meeting OF the stockhoider
ny Of the corporation, including the req
me forthwith be called In the manner an
OF thorized for the calling Of special mcetin
M Of stockholders. for the purpose OF a
Der lowing the holders Of Prior Stock
he as aforesaid. In case the officers or n
Ice corporation shall not call such specl,
by meeting OF the stockholders, said NEE
OF ing may be called by the registered hol,
as ers Of 1ve per cent. % per cent?
OF amount Of the Prior Stock then outstnn,
ior ing. At the date Of such meeting
on, any adjournment thereof, when the san
nee shall actually be convened with a quoru
the present the Offices OF all Of the directOl
an OF the corporation who shall then be
TOR Office shall therupon become vacan
en- and the election OF a new board Of dire
zee, such election and at any subsequei
en- election Of directors, the holders
ish Prior Stock shall be entitled to nom
OF nate and elect one-thlrd OF the directO
ing Of the corporation by their exclusi
ate votes, and the holders Of the Commt
on, Stock shall be entitled to nominate an
the elect the other two-thirds OF the dire
Tor tors. The directors elected by holde
All Of the Prior Stock shall however. col
ase tinue in Office only so long as the defau
as OF defaults which gave rise to the
ept election shall continue, and thereaft
ion the Offices Of such directors or Of SUI
md Of them as may then be In 0flco shi
forthwith become vacant, and such v
iall cancies may be filed IN the regular ma
on ner provided by law, or by the bylaw
art Except as the right to vote Is abO
out expressly granted to the holders
or Prior Stock. the entire and exclusi
ter voting power Of the stock Of the corpOr
on ton Is reserved to and conferred upon {
ent Common Stock, and the acquisition
red acceptance OF any OF the Prior Sto
nts shall be deemed 10 be waiver Of
yer. right whatsoever of such owner or hold
one OF any Of said stock TO vote al any me,
md ing OF the corporation, or 10 participa
un- I'm the management or conduct Of Its
D.. fairs, except as above expressly grants
set whether such right, except for su
l.-or frn - NV af1 ofh