The New York herald., 1922-12-14
ELECTIONS AND MEETINGS.
NOTICE OF STOCKHOLDERS MEETING.
THE FOUNDATION COMPANY,
120 Liberty street,

cial Meeting Of the stockholders or Tne
will be held at the principal office of said
Company, 120 Liberty Street. In the Borough
OF Manhattan, City Of New York. on the 18Th
day OF December, 1922. at IL o'clock A. M,
of said day. for the transaction Of the fol-
lowing business. to wit:A
1. To authorize amendments to the cer-
tificate OF incorporation of the Company
consisting of certificate Of reorganization
and certificates of amendments thereto) au-
thorized by the Board OF Directors 80 as 10
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 or par
value, and 10000 shares shall be preferred
stock. without nominal or par value: anu so
as to increase the stated capital with which
the same shall be not less than 81 100000.
consisting of the aggregate of the amounts
received by II as consideration for the issu-
aiice OF its shares with no nominal or par
value. ana such additional amounts as from
time to time may, by resolution Of the board
OF directors OF the Company, be transferred
thereto.
2. To authorize the creation and issue Of
said 10000 shares of preferred stock. with
out nominal or par value. To authorize and
prescribe the distinguishing rights. privt-
leees and preferences of said preferred stock
and OF said 5000 shares Of common stock
(including the 10000 shares of common stock
now outstanding) as set forth In the amend
ments TO the certificate of incorporation au-
thorized by the board OF directors. which
said rights. privileges and preferences Gas
will appear from saiu amendments to be pre-
sented to said meeting OF stockholders), are
in substance tollows..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 annuln and no more. payable quarterly
on the 18th day of March, the 10Th DAY of
June. the 10Th day OF September and the
10Th Gay OF December In each year; such
dividenos to be cumulative from the 18th
day of December, 1922 except In the case
of preferred stock Issued after March IA.
1928. in which case the dividends snail be
cumulative from the first day OF the quar-
terly dividend period In which the stock IL
shall be Marcn 10. 1923. In the event OF
dissolution or liquidation, the holders of
the preferred stock shall receive 500 per
snare and ali 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
ton or liquidation, have no further share
In the assets of the Company. but all the
assets remaining after such payment to tbs
holders OF preferred stock shall be divided
among or paiu 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
$115 per share, plus allNunpaid cumulative
dividends thereon, such redemption TO pe
made on sixty days notice and otherwise
in such manner the directors may deter
mine.
A sinking fund is to be established for the
purchase or redemption of the preferred
stock, and payments to said sinking fund
shall be made quarterly and shall consist
OF q sum equivalent to ten per cent. of the
cash dividends then paid upon the common
stock.
The money paid to the sinking fund shall
be used to purchase or redeem preferred
stock in such manner as the board OF
directors may determine. and at prices
deemed advantageous to said board, but In
no event at a price In excess OF the re-
demption price above set forth.
The preferred stock may at the option of
the holder thereof (upon five days noticed
at any time on or before December Is, 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 &c. conversion Is to be taken ken at value
be converted into common stock az follows:
Up TO and including December 15, 1925,
each share Of preferred stock may be con,
verted into common stock without nominal
of par value at price or rate of $50 per
share for such common stock. After De-
cembcr 10, 1925, and up TO aud including
December 10, 1927, each share OF preferred
stocl may be converted into common stock
atya price rate of $50 per share for
common stock. In the event Of the calling
of any preferred stock for redemption the
conversion right shall extend up to the date
fixed for redemption at the rate at which
the stock may be converted aforesaid at
Every conversion shall be made without
any adjustment of dividends and a suffiy
cient amount Of common stock shall be at
all times reserved and authorized to De
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 or par value, in
excess of $4,000 shares (other than the is
suance of common stock on conversion OF
preferred stoclO. the 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
Is issued or the value of the property re-
ceived as consideration for the issuance
thereof.
The preferred stock shall be entitled to
no vote. except as follows:
The holders of preferred stock shall be
entitled to elect at each annual election
two directors. but 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-
ately to elect majority of the board. ana
to continue such majority In office until
the defaults are made good, after which.
|and as long as 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-
sary to validate (a) the creation of mort
gage or mortgages or other liens upon the
property of the Company Except purchase
money mortgages and mortgages given TO
refund and extend mortgages existing upon
property on December 10, 1922, In an equiv
alent principal amount OF tho mortgages 30
extended and refunded, and except mort
cages subject to which property may here
after be. acquired, on which the Company
Is not obligated to an amount In excess Of
1856 OF the purchase price of the property
and except the pledge of bills receivable
and quick assets as collateral to loans
made In the usual course of business and
maturing within onc year from the date OF
the making thereoD, (b) the increase of the
authorized preferred stock to an amount
In excess of 10000 shares or the, creation
of any stock having priority over this pre-
ferred stock tc) or the creation Of any
obligations convertible into preferred stock
on parity with or having priority over
this preferred stock: (d) the sale Of all or
substantially all OF the assets and good will
of the Company and te) the consolidation
or merger OF the Company with any COM
pany other than subsidiary company.
\ No dividends may be paid upon the COM
mon stock unless all current and cumua-
tive unpaid dividends on the preferred stock
have been paid In full and unless the sink
ing fund payments on the preferred stock
shall have been made. and unless the net
quick assets after such payment shall be
equivalent to 500 for each share OF pre-
ferred stock then outstanding and the net
tangible assets shall be equivalent to 500
rer each share of preferred stock then out
standing.
In no event shall any dividend be de-
clared on the common stock at rate in
excess of $40 per annum on each share OF
common stock outstanding. unless after
paying or providing therefor the net quick
assets shall at least equal $3.50 for each
share of preferred stock then outstanding.
Subject, TO the foregoing provisions. such
dividends as may be determined by the
board of directors may be paid upon the
common stock, but only on the dates above
specified for the payment OF dividends on
the preferred stock. The outstanding COM
mon stoctf ~ the ComDanv witbouf po,n-