Evening journal., 1920-08-16


entitled An Act Providing General
Corporation Law approved March 10,
1899, aud the acts amendatory thereof
and supplemental thereto, the Certificate
Of Incorporation OF which was hled In
the Office Of the Secretary Of state Of
Delaware. on the 18th day of July, A. D.
1919, and recorded In the office Of the
Recorder Of Deeds for New Castle county,
July, A. u. 1919. in Certificate OF ineor
poration, Record A, Volume II, Page i22.
etc.
DOES HEREBY CERTIFY
First That az a meeting Of the d.
rectors Of The Newport Company, duly
called and held on the 2Sth day Of July,
lv2O, resolution was duly adopted, de-
claring that Il was advisable that the
poration be amended as follows; BY
striking out all Of the paragraph num-
bered Fourth and by inserting, In lieu
thereof, tn following:
| FOURTH la The total authorized
capital stock Of this corporation IL
Thirty Thousand (S0,OOOl shares Of Prior
/ Common Stock OF the par value OF One
Hundred Dollars (Si00) per share,
"n 5oars h the sSS5ssc,e @ soa 9 raSes oee
Million n.000O00 shares Of Common
| Stock Of the par valueof One Dollar
| lSlo0) per share, amounting In the ag'
gregate to One Million Dollars
ID The holders Of Prior Common
Stock thereafter called Prior Stock
shall be entitled 10 receive when and as
declared from the surplus or net prohts OF
u) regular dividends at the rate Of
eight per cent. Is per cent? per annum
on the par value thereof payable In
quarterly lnstallments, on the 18th days
of January, April, July and october IN
each year. The regular dividends afore-
said shall be cumulative.
(2l In addition thereto, an extra diyi-
dend Of one per cent. Il per cent? on the
par value thereof shall be payable on IN,
Prior Stock on each Of the 10th days Of
January, April, July aud October In each
year out Of the net earnings OF the Cor
pOmuOn for the quarter year ending On
the last day Of the month preceding the
date on which such extra dividend II
payable, N such net earnings, after de
ducting thertfrom the quarterly install
ment Of the regular dividend aforesaid
and interest and proper charges 10
maintenance and depreciation, are sum
cient therefor, provided that II In anl
quarter the net earnings as aforesaid
shall not suffice for the payment OF suci
extra dividend on the next dividend date
. the same shall be payable out OF such ne
earnings for any previous quarter o.
quarters Of the current calendar year
and II such net earnings for such pre-
viOus quarter OF quarters shall not SUI
flee for such payment. then the said eNtri
dividend shall cumulate during said cal
nndar year and shall be payable out o
such net earnings for any suosequen
quarter or quarters Of the then curren
calendar year said extra dividend shal
not be cumulative beyond the then cur
rent calendar year, except as any install
ment thereof Is not paid when the ne
| earnings from which the same Is pay
able as above provided are suhcien
therefor and the same could have been dc
| clared. and to that extent the sam
shall he cumulative beyond the then eui
'eIe ~ no event man any dividend be pai
y upon or set apart for the Common Stoc
- out Of earnings Of the corporation accr1
ing subsequent 10 July /, 1870, until q
. accumulated regular dividends ana a
u regular dividends for the then currel
5 calendar year shall have been paid upe
e. or set apart for the Prior stock, n'
y shall any dividend be paid upon or :
., | npart for the Common stock out or earl
= ings OF the then current calendar yei
u until the full amount Of the extra OF
per cent. quarterly dividend for the the
current calendar year shah nave ne
e paid upon or set apart tog the nri' nri'
= Stock may In the discretion OF the 90
10 poration be issued as Of July 4, W.
and the certificates therefor so dated.
r. In the event Of any liquidation, diss'
n lution or winding up Of the cOrporatio
! or any distribution Of its assets, oth'
j., than by way OF DIVIDENDS from sufpt
D.. and profits. the holders OF the frl'
4 stock shall be entitled, before any a
II sets Of the corporation shall be dl
!, fributed among or paid over to the hol,
a ers Of the Common stock, TO be paid
u fuli the par value OF their shares, an
" n such liquidation, dissolution Wlnl
g. ing up or distribution be voluntary.
n further amount equal to twenty-five p'
q cent (25 per cent? Of such par Nalu
N plus in either case, all accumulated div
& EScept as above provided, no dividen,
fshaU be declared or paid on the Pri'
] stock and Il shall not otherwise partic
j. pate I'm the profits of the corporation.
n fc) The Corporation may on an
u dividend date, redeem ALL but not le
"a than ALL Of the Prior Stock at any TIN
t. outstanding, by paying 10 the holder
1t holders thereof. the sum Of One Hu
c / dred Twenty-Five Dollars lSl2o) y
n share. together with the amount OF
n | dividends accumulated thereon up 70 q
= date fixed for such redemption. Noti
OF such redemption shall be given
IT mailing a COPY thereof 70 each holder
~ record of such stock at his address
m the same shall appear on the books
In the corporation at least sixty days pri
"a to the date fixed for such redemptio
!" and also by publishing such notice on
10 "A week for four successive weeks, q
u first publication 20 be not less TN
Id sixty DAYS prior TO the date fixed I
.s such redemption, in newspaper Of ge
oral circulation. printed In the Engh
y Language and published In Miwauk,
~ Wisconsin, and I'M newspaper Of &c
r eral circulation, printd in the Engh
ly language and published i9 the city
M been duly given, from and after the da
- | fixed therein as the date OF redemptiC
~ unless default shall be made by
IN | corporation in providing moneys I
= the pavment Of the redemption price
dividends on the Prior Stock shall cea
and all rights OF the holders thereof
stockholders Of the corporation, exec
the right TO receive the rcdempti
price without interest, shall cease a
tdj So long as any Prior Stock sh
he outstanding the corporation shall,
or before each dividend date, set ap'
for and credit 20 the sinking fund, q
Of any earnings or profits OF the g
poration tif and as there he any af
I payment Of the cumulative dividends
the Prior Stock a quarterly installmt
I Of Thirty-seven Thousand Five Hundi
shall be cumulative, provided, howev
that the aggregate amount az any 4
time to the credit Of the sinking IN
shall not exceed the sum OF One HI
As each quarterly installment is
apart for and credited TO the sinki
fund, II shall be applied to the purchl
Of such Prior Stock as may be offered
acquire at a price not exceeding
Hundred and Five Dollars (SlO5.OOl
share and accumulated dividends, q
each such quarterly amount shall
held. subject to such application, for
period Of twelve months. ANY such on
shall I've accepted by the cOrpo
ton in the order OF prior
In which the same are made and only
the extent that there are at the time
the offer, funds in such sinking ~
sufficient to pay for such stock az
10 exceed the price aforesaid. All 81
offers accepted by the corporation sh
he applied against the quarterly
stafment then longest in the sink
fund.
In so far as any quarterly installm
& shall not be exhausted by the appli
-l - ah..naL 10 The mn rnha.n of Cd