Evening journal., 1922-05-01

We. the undersigned. Eugene D.
Stocker, President Of UNITED STATES
! HOFFMAN MACHINERY CORPORA
! TON, and II. NJ Talbot. Eugene D:
Stocker. B. A. Brennan and Charles II.
Hampton, being a majority OF the di-
lrectors of said corporation. and UNITED
/ STATES HOFFMAN MACHINERY
CORPORATION, do hereby make. sign,
acknowledge. file and record this GER
tifcate and statement Of the reduction
and decrease Of the authorized capital
stock OF said corporation, and amend :
ing the certificate of Incorporation OF
said corporation so as to provide for
such reduction and decrease in the au-
thorized capital stock Of the corpora
tion, and DO HEREBY CERTIFY as
follows:
FIRST:-That United States Hofr-
man Machinery Corporation was or
ganlzed under and by virtue OF the pro-
visions Of an Act OF the General As
titled IAN Act TO Provide a General
Corporation Law, approved March 10,
! 1899" and the acts amendatory
thereof and supplemental thereto. by a
certificate Of Incorporation. which was
/ filed in the office OF the Secretary OF
state, of the State Of Delaware, on the
18th day Of January 1922. and filed for
record in the office Of the Recorder Of
! Deeds for New Castle county, State Of
! Delaware. on the goth day Of January.
!
Hoffman Machinery Corpora ton. the
United States Hoffman Machinery Com
pany, consolidated and merged under
Agreement of Consolidation and Mer-
ger between the United states Hoff-
man Machinery Company and United
States Hoffman Machinery Corporation.
dated January 27. 1922. and filed in the
office OF the Secretary OF State OF the
State OF Delaware. on the 2Sth day OF
January, 1922. and recorded in the
a.. n H., -rT de- N.s- NTn~ar
Castle county. State OF Delaware. on
the 2sth day OF January, 1922. In Ger
tihcate of Incorporation Record V,
Qolume Is, Page 119. etc, II being pro-
vided in said Agreement Of Consolida-
ton and Merger that said Certificate
of Incorporation shall continue to be
the Certificate OF Incorporation OF
United States Hoffman Machinery Cor
SECOND: That at meeting OF the
states Hoffman Machinery Corporation,
duly held and convened, resolutions
were duly adopted. setting forth certain
amendments proposed to the certificate
OF incorporation Of said corporation, as
follows:
That the certificate Of Incorporation |
shall be amended by reducing and de- |
creasing the authorized capital stock |
to 10000 shares, all Of which shall |
consist OF common stock without any /
or par value, and such reduc-
tiOn and decrease shall be accomplished |
by purchasing for retirement, at not /
above par to wit: At the price Of $50 /
per share on or before April 25, 1922,
/ 2. 500 shares OF the Ten Per Cent. Cum
ulative Preferred Stock. and all ac-
crued and accumulated dividends
thereon. such purchase 10 be made and
payment TO be made for and in cash as
and when said preferred stock shall be
presented by the holders thereof, for
purchase and retirement.
And declaring said amendments ad-
visable. and calling a meeting OF the
stockholders OF the said corporation for
thereof.
THIRD: That thereafter, pursuant to
he aforesaid resolution Of the board OF
stockholders OF said United States
Hoffman Machinery Corporation was
iuly called and held in accordance with
aw and the bylaws OF said corporation
It the office OF the corporation. In the
Borough OF Manhattan, City Of New
York. on the 18th day Of April, 1922, at
90 O'Clock in the forenoon OF said
Law, at which the persons or bodies cor
,orate holding more than two thirds OF
he issued and outstanding capital stock
Il the corporation, to wit: All the is
ned and outstanding capital stock OF
he corporation. were present in person
r. by proxy; that at said meeting a
-ote Of the stockholders by ballot in
,erson or by proxy, was taken Tor or
painst said proposed amendments
ybich vote was conducted by Messrs. {
,ibert X Newman and Sidney S. Les {
or. two judges appointed for that pur
ose by said meeting, and that at said ?
Meeting, by vote conducted as afore- 7
aid, said amendments were adopted. 1
he persons or bodies corporate holding ]
nore than two-thirds OF the issued and
outstanding capital stock OF said cor S
oration, and more than two-thirds N !
he issued and outstanding capital stock ! {
( said corporation of each class. pre- Q
erred and common, voting for said c
mendments. 70 wit: 112,500 shares OF 5
he capital stock Of the corporation s