Evening journal., 1920-08-02
NOTICES.
TrHE NEWPORT COMPANY.
Il CERTIFICATE OF AMENDMEN
OF CERTIFICATE or INCORpORl

Legislature Of the state Of Delaware, Z
entitled An. Act Providing q General ,
Corporation Law" approved March 10. /
1888, and the acts amendatory thereof
and supplemental thercto, the Certificate
OF Incorporation OF which was fled in
the Office Of the Secretary Of state Of
Delaware. on the 18th day Of July. A. ID. 4
1919, and recorded In the Office Of the
Recorder Of Deeds for New Castle county, /
state Of Delaware, on the lith day OF
July, A. ID. 1919, In Certificate Of lncor-
poration, Record A, Volume IL, Page i22. |
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, !
1920, a resolution was duly adopted, de-
claring that IL was advisable that the
Certificate OF Incorporation Of said cor
poration be amended as follows: BY
striking out all Of the paragraph num-
bered Fourth and by inserting, In lieu
thereof, ia, following.
FOURTH;- la The total authorized
capital stock Of this corporation Is
Thirty Thousand l30,OO0) shares Of Prior
Common Stock Of the par value Of one
amounting In the aggregate to Three
Million Dollars lS3OOO.OOOl, and one
Million Q,OOO,OOOl shares Of Common
stock Of the par valueof One Dollar
(&lOO) per share, amounting Ia the az
gregate to One Million Dollars
10 The holders OF Prior Common
Stock thereafter called Prior Stock
shall be entitled to receive when aud as
declared from the surplus or net profits OF
the corporation.
% Regular dividends at the rate OF
eight per cent. Is per cent? per annum
quarterly installments, 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 divi-
dend Of one per cent. u per centl 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
porauon for the quarter year ending on
the last day Of the month preceding the
/ date on which such extra dividend is
! payable, II such net earnings, after de-
ductinE therefrom the quarterly install
ment OF the regular dividend aforesaid.
and interest and proper charges for
maintenance and depreciation, are sufii-
cient therefor, provided that II In any
quarter, the net earnings as aforesaid,
shall not suffice for the payment OF such
extra dividend on the next dividend date,
the same shall be payable out OF such net
/ earnings for any previous quarter or
quarters Of the current calendar year.
and II such net earnings for such pre-
yious quarter or quarters shall not euf-
| flee for such payment, then the said extra
| dividend shall cumulate during said cal
endar year and shall be payable out OF
such net earnings for any subsequent
quarter or quarters OF the then current
calendar year. said extra dividend shall
not be cumulative beyond the then cur
rent calendar year, except as any Install.
ment thereof Is not paid when the net
earnings from which the same Is pay
able as above provided, are sufficient
therefor and the same could have been de-
clared; and to that extent the same
shall be cumulative beyond the then cur
calendar
In no event shall any dividend be paid
upon or set apart for the Common Stocl
out OF earnings Of the corporation accru
ing subsequent TO July i, la-O, until al
regular dividends for the then curren
, calendar year shall have been paid upoi
or set apart for the Prior Stock, no
, shall any dividend be paid upon or Sc
= apart for the Common Stock out Of earn
ings Of the then current calendar yea
! until the full amount OF the extra on
, per cent quarterly dividend for the thei
current calendar year shall have beei
I paid upon or set apart for the priol
Stock All or any Of the Priol
Stock may In the discretion OF the Cor
| poration be issued as Of July 1, 1890
{ and the certificates therefor so dated.
| In the event Of any liquidation, diss0
, luton or winding up OF the corporation
, or any distribution OF Its assets, 0thel
than BY way Of dividends from surplus
and profits the holders Of the priol
Stock shall be entitled, before any as
sets OF the corporation shall be dis
tributed among or paid over to the hold
, ers Of the Common Stock, TO be paid II
full the par value OF their shares, ant
IL such iiauidation, dissolution, wind
= ing up or distribution be voluntary.
, further amount equal 10 twenty i've pei
cent l25 per cent? OF such par value
/ plus in either case, all accumulated divi
Except as above provided, no dividend
shall be declared or paid on the Prio
! Stock and Il shall not otherwise partici
! pate In the prohts or the corporation.
(c) The Corporation may, on an.
! dividend date, redeem all, but not les
, than all Of the Prior Stock at any tim
1 outstanding, by paying to the holder o
holders thereof, the sum Of One Hun
dred twenty-five Dollars (Si2J) pc
share together with the amount Of al
dividends accumulated thereon up to tn
Il date fixed for such redemption. Notic
- Of such redemption shall be given b
[, mailing a COPY thereof to each holder O
record Of such stock at his address a
the same shall appear on the books o
D the corporation at least sixty days prio
c 70 the date fixed for such redemption
/ la week for four successive weeks. th
I first publication to. be not less tha
a sixty days prior to the date liked 70
= such redemption, In newspaper OF gen
y eral circulation, printed IN the hngns
Q language and published In Milwauke'
wisconsin, and in a newspaper Of gen
eral circulation. printd in the Englis
language and published In the city
J. New York, n. Y. such notice hayin
been duly given, from and after the dat
: fixed therein As the date Of redemption
), unless default shall be made by th
2 4 ti,rporatiOn IN providing moneys 70
h the payment Of the redemption price,
dividends on the Prior Stock shall ceat
and all rights Of the holders thereof q
stockholders Of the corporation, exceT
:, the right to receive the redemptio
8 price without interest, SHAH cease nm
d tdl So long as any Prior Stock sha
n he outstanding the corporation shall, o
or before each dividend date, set apa
for and credit to the sinking fund, o.
poration III and as there he any(aft'
d payment OF the cumulative dividends q
s. the Prior Stock n quarterly installmei
Il OF Thirty seven Thousand Five Hundrs
Dollars tS37,500). Such installmen
b. shaI be cumulative, provided, howeve
p that the aggregate amount at any OI
y time to the credit Of the sinking fun
D shall not exceed the sum OF One HUI
" dred Fifty Thousand Dollars (Sl5O.O0Ol
As each quarterly installment Is q
~ apart for and credited to the sinkir
/ fund, Il shall be applied 10 the purcha
y; Of such Prior stock as may be offered
ID the corporation, or as II may be able
acquire, at a price not exceeding OF
Hundred and Five Dollars (S105O0) p
share and accumulated dividends, al
k each such quarterly amount shall
held. subject 10 such application. for
=. period Of twelve months A" acn offe
y shall te accepted BY the corpor
lg tion IN the order OF priorl
" In which the same are made and only
the extent that there are at the time
or tho offer, funds in such sinking fur
4 l sufficient TO pay for such stock at n
= 10 exceed the price aforesaid All SUI
~ offers accepted by the corporation sh.
" be applied against the quarterly !
u stallment then longest In the sinkil