The New York herald., 1922-12-26
ELECTIONS AND MEETINGS.
NOTICE OF STOCKHOLDERS MEETING.
THE FOUNDATION COMPANY,
12n I.Iharfu
20 Liberty Street.


New York City
TO the Stockholders Of The Foundation Com
NOTICE is HEREBY GIVEN, that spe-
cial Meeting of the stockholders of The
Foundation Company Is hereby called and
VIII be held at the principal office OF said
Of Manhattan. City OF New York. on the 2sth
day of December. 1922. at IL o'clock A. NJ.
OF said day. for the transaction of the fol-
lowing business. to wit
!. To authorize amendments to the GER
tificate OF incorporation of the Company
tconsisting OF a certificate Of reorganization
and certificates OF amendments thereto) au-
thorized by the Board of Directors so as to
Increase the number of shares which the said
Company may issue from 10000 shares of
common stock. without nominal or par value,
To $4,000 shares Of which $4,000 shares shall
be common stock, without nominal par
value, and 10000 shares shall be preferred
stock. without nominal or par value; and so
as to increase the stated capital with VIII th
the Company will carry OH business, SO that
the same shall be not less than 81 200. 900.
consisting of the aggregate of the amounts
received by II as consideration for the issu-
ahce of Its shares with no nominal or par
value, and such additional amounts as from
time to time may, by resolution of the board
OF directors OF the Company, be transferred
thereto.
said 10000 shares of preferred stock, with
out nominal or par value. TO authorize and
prescribe the distinguishing rights. privi-
leees and preferences OF said preferred stock
and of said 1900 shares Of common stock
(including the 10000 shares Of common stock
now outstandlng) set forth In the amend
ments to the certificate of Incorporation au-
thorized by the board of directors, which
said rights. privileges and preferences (as
will appear from said amendments to be pre-
seited to said meeting of stockholders), are
In substance as follows, to wIt
The holders of the preferred stock shall
be entitled to receive when. as and II de-
clared by the board of directors, cumula-
tive dividends at the rate of ~ per share
per anIfum and no more, payable quarterly
on the 18th day of March. the 10th day of
June, the 18th day OF September and the
18th day OF December In each year: such
dividends to be cumulative from tho 18th
day Of December. 1872. except In the case
of preferred stock issued after March IL,
1928, In which case the dividends shall be
cumulative from the first day of the quar-
terly dividend period in which the stock Is
issued; the first dividend payment date
shall be- March 10, 1923. In the event OF
dissolution or liquidation, the holders OF
the preferred stock shall receive 500 per
share and all unpaid cumulative dividends
at the rate aforesaid, before any payment
shall be made to the holders OF the common
stock, and, except as aforesaid, the hold
ers OF the preferred stock shall. on dissolu-
tion or liquidation. have no further share
In the assets OF the Company, but all the
assets remaining after sucn payment TO the
holders of preferred stock shall be divided
among or paid to the holders OF the com
mon stock.
The preferred stock may be redeemed in
whole or in part at the option Of the Com
pany ON any dividend date at the price OF
$il5 per share, plus all unpaid cumulative
dividends thereon. such redemption TO be
made sixty days notice and otherwise
In such manner as the directors may deter
mine.
purchase or redemption of the preferred
stock, and payments to said sinking fund
shall be made quarterly and shall consist
Of u sum equivalent TO ten per cent. OF the
cash dividends then paid upon the common
stock.
The money paid to the sinking fund shall
ha 0rd ntrR n EAnA
stock In such manner as the board OF
directors may determine. and at prices
deemed advantageous to said board. but In
no event at price In excess OF the re-
dempton price above set forth.
The preferred stock may at the option OF
the holder thereof upon five days notice.
at any time OH or before December 10. 1927,
be converted into common stock OF the
Company on the following terms and sub
ject to the following adjustments.
The preferred stock for the purpose OF
such coRNersion Is to be taken at value
Of 500 per share and at said value may
be converted into common stock as follows I:
Up to and INCLUDING December 10, 1925. |
each share of preferred stock may be con-
verted into common stock without nominal
or par value at n price or rate Of $50 per
share for such common stock. After De
cembcr Is, 1925, and UP TO and including
December 10. 1927. each share OF preferred
stocl may be converted into common stock
at price or rate of $50 per share for
common stock. In the event OF the calling |
Of any preferred stock for redemption the
fixed for redemption at the rate at which |
the stock may be converted as Aforesaid at
the time the notice Of redemption IL given. /
Every conversion shall be made without |
any adjustment of dividends and auffl- |
Client amount of common stock shall be ut |
all times reserved and authorized to be /
issued for the purposes Of complying with |
the foregoing provisions OF conversion.
In the event Of the Issue and sale Of COM |
mon stock, without nominal par value, In |
excess OF $4,000 shares tother than the Is |
suance of common stock on conversion OF /
preferred stock. .he price at which the |
common stock shall be taken In conversion |
shall be adjusted. taking into account the |
price at which the additional common stock |
Ia issued the value of the property re- |
ceived as a consideration for the Issuance |
thereof.
The preferred stock shat be entitled to |
no vote. except follows:
The holders OF preferred stock shall be |
entitled TO elect at each annual election |
two directors. hut In the default OF pay |
ment In full OF eight quarterly dividends on !
the preferred stock the holders Of the pre- /
ferred stock shall have the right immedi- /
atey TO elect a majority Of the board, and \
TO continue such majority IN office until 4
aud as long no similar defaults again
occur and continue, the entire voting power /
for the election OF directors, with the ex- /
ception Of the election of two directors. |
shall vest In the common stock.
The written consent or the vote OF the |
holders Of at least three -fourths OF the
outstanding preferred stock shall be neces- |
sage or mortgages other liens upon the /
property of the Company texcept purchase \
money mortgages and mortgages given to !
refund and extend mortgages existing upon /