Evening journal., 1920-08-16
NOTICES

(el No additions. extensions, improve
mcnts or hettcrmcnts Of the plant or
property OF the corporation shan l-v paid
TO- or financed out OF the earnings OF the
corporation for the then current calen.
dar year H., az the time any instahment
ot cumulative dividends, regular or
extra. upon the Prior Stock shall be In
arrears, or II there be any pending de-
tault In the setting aside or crcditlnr
20 the shaking fund Of the full quar-
.erly insti she,t IN each Quartc-
W No dividends shall be declared or
paid upon pr sct apart for the Common
Stock N the declaration setting apart
or payment Of such dividends would re-
+ duce the net tangible assets OF the cor
, pomtion TO an amount less than Three
Hundred Dollars (S3oOl for each share OF
Prior Stock then outstanding
The term "nct tangible assets" as
used In thie paragraph 90. shall he
deemed to De 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-
ferred charges and other items OF
similar characterl, less the sum OF
funded indebtedness Of the corporation,
purchase money obligations. quick ha-
hiiities depreciation and other reserves
and the Interest Of minority stockholders
In All corporations, majority OF whose
capital stock Is owned by this corpora
tion, and including In each case, the
assets and liabilities OF corporaunos, a
this corporation and WHOSE assets and
liabilities are consolidated 10 the bal
ance sheet Provided, that for the pur-
pose Of so determining net tangible as
sets the stock interest OF the corporation
In The Milwaukee Coke a Gas Company
to the extent Of its holding therein as
Of July 1, 1920. shall be calculated at its
par value.
(g) The bonds which the corporation
Is presently entitled 20 have issued 10 II,
amounting TO One Million Five Hundred
Thousand Dollars (Si 500 O00l under the
existing mortgage dated September l,
1919, from The Newport Company 10
The First Trust and Savings Company,
may be issued at any time hut neither
the said bonds nor the proceeds thereof
! shall be used for any purpose other than
/ the acquisition by the corporation OF ad-
+ diuonal property, as hereinafter de'
fined, but not including corporate stocks.
No part Of the expenditures made out oi
the proceeds Of such bonds or OF Prior
\ Stock Is outstanding, be used A. IN,
hasis for an increase TO the funded debt
Z Of the corporation as Of July !. iNN.
th) Bonds may, az any time, be y.
. sued by the corporation. TO refund the
4 bonds now outstanding under said ex'
n listing mortgage or any bonds which
4 may hereafter he Issued by the corpora
n tion In conformity with the provisions
7 and restrictions herein contained, ant
u may at an ,ime issue additional
!. bonds or seci1tN notes or create add
% tional funded Ind tedncss, or authorize {,
. ne Issued an issue or Issues of preferred
n rtOck other than Prior stock In sucl
Il amount OF amounts and upon sucl
: terms and with such privileges, prefer
n rnces or priorities as II may determine
u provided only that the aggregate pa
y and or face amount of such additiona
I, bonds secured notes. funded debt, nnl
preferred stock which shall hereafter III
4 issued while any OF the Prior Stock shall
NJ be outstanding, shall not exceed two
4 thirds (2-3) of the cost OK additlona
~ property hereafter acquired, exclusive %
4 such additional property as may be &c
h quired with the proceeds Of the Prio
stock or OF the one Million Five Hun
u dred IT, iG-l Doil . (Si.50' 0'9N FAC
~ amount Of s,asS which the = p1ratio
r \ entitled 20 La issued under sae pro
p visions contained In sub division go q
r this Article. or any investment OF sue
"a proceeds. or any .art thereof.
Of used in this Article is defined to riea
nj an real estate or any interest thcreii
Mt all permanent additions 10 the plant
N the corporation. all permanent bettel
r ments. including replacement OF oil
H. buildings, fixtures or plant equipment
ct the extent OF the excess of the cost
y such replacement over the original col
mt of property replaced and the acquis
e. tion ~ not less than majority
ne amount of the capital stock of any oth'
IT. corporation engaged In the same or
"a tion. provided the same be acquired
ck constructed subsequent to July !, l92
u. Additional property rs above define
al acquired by any corporation. more thi
all scventy-hve per cent. 60 per cent?
mt whose stock Is owned by this corporatio
on for the purposes Of this provision, sh,
Ior he deemed 10 be the property or th
set corporation 10 the extent of It's propo
n tionate ownership Of the stock Of su
ar corporation.
ne "a In the event that the crporati,
en- shall, at any time or from time 70 tim
en- fail for a period Of four tfl successi
or quarters to declare and pay the qua
or tcrly installments Of the regular Gig
lr- per cent Is per cent? dividend on
70, outstanding Prior Stock. or shall fail
set apart and credit 10 the sinking fur
TO- Thirty seven Thousand Five Hundr
on Dollars 1887 500, and such failure shf
ler have continued for period OF a
us months and not been cured by subs
or quent payment or shall be IN default
IS respect Of any other provision or r
Is striction herein contained for the ben
ID M or protection Of the holders N Il
in Prior Stock and any such last mention,
nd default shall have continued for s
ID months, after written notice thereof,
a the corporation, by or in behalf OF an
'er holder W the Prior Stock. then and
ne, every such event the registered holde
Vi of Prior Stock shall be entitled 10 vo
for the purpose only OF clecting on
ds third Of the directors OF the corpOratio
or which right shall be exercised in the ma
ci- ner following, to-wit;
A special meeting Of the stockholde
ny of the corporation, including the re
sss istered holders Of Prior Stock, shi
me forthwith be called In the manner a
or thorized for the calling Of special meetii
IN OF stockholders, for the purpose Of
per lowing the holders Of Prior Stock
all exercise their right Of electing dirccto
The as aforesaid. In case the officers OF Z
ice corporation shall not call such specl
by meeting OF the stockholders said mcs
Of ing may be called by the registered hol
as ers Of five per cent. % per cent?
OF amount Of the Prior Stock then Outstan
i0r ing. At the date OF such meeting
on any adjournment thereof when tho sar
nee shall actually be convened with quoru
the present. the Offices Of all Of the directo
ian OF the corporation who shall then be
for | Office shall thereupOn become vacal
en- and the election Of n new board Of dire
ish tors shall be held nt such meeting.
zee, such election and az any subscQue
en- election Of directors, the holders
ieh | Prior Stock shall be entitled to- non
Of nate and elect onc-third Of the directc
Ing OF the corporation by their exclusl
ate votes, and the holders Of the Comm
on, Stock shall be entitled 10 nominate a
the elect the other two-thirds OF the dir
for tors The directors elected by holdl
All Of the Prior Stock shall, however co
ase tinue In onlce only so long as the defa
as or defaults which gave rise to tn
ept election shall continue, and thereaf
ion the Offices OF such directors or Of su
and Of them as may then be in Office sh
forthwith become vacant, and such
nall cancies may be filled In the regular ma
Oh ner provided by law. or by the by-lal
art Except as the right 10 vote IL alb,
ont expressly granted TO the holders
or Prior Stock, the entire and excius
fter voting power OF the stock Of the cOrpO
on ton Is reserved 20 and conferred upon
ent Common Stock. and the acquisition
red acceptance Of any Of the Prior ST
,nts shall be deemed TO he a waiver Of
YER, right whatsoever Of such owner or hol
one Of any Of said stock 10 vote at any me
a I nf the rOrnnrufIun nurfIriu n