The New York herald., 1922-06-23
Second Meeting

PENN SEABOARD STEEL COKPORATIONsf q
10 me Stockholders Of Penn Seapoard steer
Please take notice that special meeting
STEEL VIiS1isSS CoRPoRATIoN IN IS W hereby it called
and VIII be held on the seventh day of July.
1922, at $3.50 o'clock A. M. daylight saw
Corporation, at No. Rector Street. Bor-
ough OF Manhattan, City OF New York. fors
the following purposes, TO wit:
(a) For the purpose OF classifying the
capital stock of the Corporation (provided
the same snail have been increased so as 10
consist Of 100000 shares of the capitaI
stock without nominal or par value) so that
the capital stock Of the Corporation shall be-
and shall hereafter be divided into two I.
classes, ) follows, 70 wit
100000 shares Of said capital stoe';.
designa. ed Glass Common Stock" and
the 100000 shares Of said capital stock
withou- nominal or par value heretofore
Stock.
The distinguishing preferences, rights
privileges and restrictions of the Glass A
Common Stock and Common Stock shall;
unless Otherwise determined at said special.
meeting Of stockholders, be substantially as
The holders OF Glass Common Stock
shall be entitled to receive, when and as de- !
clared from the surplus profits arising from
the business Of the Corporation. dividends az.
the rate of $500 per share per annun, be-
fore any dividends shall be paid to tho,
holders of the Common Stock and such
dividends upon the Glass a Common Stock
may be payable annually. seml-annually ofs
laws or by the board of directors. said
dividends shall be non-cumulative, and no
dividends shall be paid upon the Common
Stock in any calendar year until full diyl-i 4
dends aforesaid for such calendar year =
shall have been paid or provided for on all &
the Glass A Common Stock issued and out
standing at the time OF the declaration ot
such dividerds.
After paying or providing for the pay
ment OF dividends as aforesaid on the Class
Common Stock. the board of directors
may make such further distribution as divi
1aftAu e1,.N mas fNatg gF.frffa nf Gni
surplus pl ofits, and such distribution shah
be made ratably to the holders Of Class
Common Stock and Common Stock, irrespel-
tive of class. share and share alike, accord
ing TO The number OF shares held by each
such holder.
ing up of fhe Corporation, the assets OF the
Corporation distributable TO stockholders
shall be distributed ratably to the holders OF
Class A Common Stock and Common Stock,
irrespective, OF class, share and share alike.
according 70 the number of shares held by
No dividends shall be payable in stock
OF the Corporation unless the same are ex'
pressly made payable and such stock Is
issued rataoly to the holders of Class A Com
mon Stock and Common Stock, irrespective
of class, share and share alike according
to the number OF shares held by eacn suc.i
holder.
The directors may from time to time
without action by the stockholders offer for
\ subscription otherwise issue or sell, for
any consideration they may determine.
and as may be permitted by law, any or all
| of the authorized stock of the Corporation
| OF any class not then issued and any or
all OF any increased stock OF any class that
may hereafter be Authorized, without offer
| ing TO the stockholders then OF record, OF
any class, any thereof. on the same terms
such stosX or any OF II Is to be issued for
property or services cash or otherwise.
and no stockholder Of any class shall here here
TO subscribe for any rart OF any such stock
Of any class now or hereafter authorized 70
(b) TO consent TO and 10 authorize the
4 creation and issue Of $5,OO0.OOO. principal
| amount OF bonds OF the Corporation 10 bear
interest TT the rate Of 80 per annum, and
! to authorize the creation and execution or =
mortgage or deed OF trust upon an tho
property &C the Corporation which It now
! owns and or may hereafter acquire to secure
the payment OF said bonds; said bonds ana
/ the said mortgage 70 be in such form and 10
contain such terms. provisions and eondi-
tions including provisions for sinking
fund and for redemption OF said bonds p.ior
to maturity at n price or prices IN excess
| Of the face amount of said bonds may
be determined and approved by the ooari OK.
directors Us the CORPORATION:
Cc) To approve the purchase and or ac-
quisltion of all the property and assets
and or all Of the carital stock OF The Ca =
| penter Steel Compa ", a corporation organ
lied and existing under the laws Of the
State of New Jersey, subject TO and upon
the ASSUMPTION of Its liabilittes;
| (d) To atehorize the issue OF 100000
shares Of Glass Common Stock Of the cai-
poration. II part payment .i i9r ia SAD pronefy
Steel Conn any;
| (e) To authorize the issuance and sale q
all or any art Of the above mentioned bonds
| for the corporate purposes Of the CofpOfa-
tion. including payrent or providing furcs
\ 10 pay in part for the property and or the
| said capital stock OF said The CarOfn-er
! Steel Company, and the use OF so much cf
| the proceeds OF the sale Of said bonds As
may be necessary to redeem 81 900 600.
| principal amount Of the Three Year 70
/ Sinking Fund Convertible Gold Notes OF tie
Penn Seaboard Steel Corporation.
| 90 To authorize the directors 70 mako
| appropriate provision for the Issuance OF
| stock certificates Cor the respective 'iassts
| of stock Of the Corporation upon the fore
| going amendments becoming effective. TO the
end that II outstanding certificates tor the
stock Of the Corporation. properly shall BET
| forth the terms and conditions upon whic D
| the respective classes are Issued:
! tg) To authorize the execution, FLINT,
verifying, acknowledging and recording OF
any and all Instruments, consents, certificates
OF amendments OF the Certificate of incoG.t1
ration or otherwise. ncriccs and other docr~
ments which may be necessary to accomplish .
| the carving into effect of the matters mere.
! inabove enumerated IN this notice, and - 10
I any and oil business which may be proper
and which may be incident or necessary tos
/ the matters aforesaid and 10 facilitate tie
carrying irto effect the action taken az SAD
meeting ard TO amend the Certificate Of In
corporation accordingly
| Dated, New York, June 22nd, 1922.
BY order OF the Board of Directors.
1 II. WARREN. prpsfdf1A