Evening journal., 1922-04-17

CERTIFICATE AND STATEMENT /
AA osPa2 ,o cER GT OF IN;
HOFFMAN MACHINERY CORPORA
ZION, BY DECREASING AND RE
DUCING THE AUTHORIZED CAPI-
TAI STOCK OF SAID CORPORATION.
We, the undersigned. Eugene d.
Stoeker, President OF UNITED STATES /
HOFFMAN MACHINERY CORPORA
TON, and II. NJ. Talbot Eugene ID. |
Stocker, b. A. Brennan and Charles II. |
| hampton, being a majority Of the di- !
rectors Of said corporation, and UNITED !
STATES HOFFMAN MACHINERY q
CORPORATION. do hereby make. sign.
acknowledge. file and record this GER +
tihcate and statement Of the reduction
and decrease of the authorized capital
stock OF said corporation. and amend
! ing the certificate of Incorporation of
I SAID corporation so as to provide for
such reduction and decrease in the au-
thorized capital stock of the corpora
ton, and DO HEREBY CERTIFY as
follows:
FIRST:-That United States Hoff-
man Machinery Corporation was or
ganized under and by virtue Of the pro-
visions OF an Act Of the General AS
| sembly OF the State Of Delaware. en-.
I 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,
1922 and with said United States
Hoffman Machinery Corporation, 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 p. 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
office OF the Recorder of Deeds for New
the 2Sth day OF January 1922, in Ger
tfcate OF Incorporation Record V,
| Volume Is. Page 49, etc. II being pro-
vided In said Agreement Of Consolda-
ton and Merger that said Certificate
of Incorporation shall continue to be
the Certificate Of Incorporation OF
United States Hoffman Machinery Cor
poration.
SECOND: That at meeting Of the
board OF directors OF the said United
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-
icreasing the authorized capital stock
to 100000 shares, all OF which shall
consist OF common stock without any
nominal or par value and such reduc-
ton and decrease shall be accomplished
lby purchasing for retirement, at not
above par 10 wit: At the price OF $40
b. per share on or before April 20, 1872,
IL 500 shares OF the Ter Per Cent. Cum
I..f.
crued and accumulated dividends
thereon, such purchase 20 be made and
payment TO be made for and In cash as
and when said preferred stock snail pe
{ presented by the holders thereof TOT
purchase and retirement
4. And declaring said amendments "a
visable and calling a meeting or the
Y stockholders Of the said corporation LOT
I consideration thereof
Il THIRD: That thereafter. pursuant to
the aforesaid resolution Of the board OF
D directors. a special meeting OF the
{ stockholders OF said United states
Hoffman Machinery Corporation Mas
duly called and held I'm accordance with
law and the bylaws OF said corporation,
Y at the office OF the corporation. in the
n Borough OF Manhattan, city OF New
. York. on the 18th day Of April 1922. at
II 1000 o'clock IN the forenoon OF sara
r day. at which the persons or bodies cor
porate holding more than two-thlrds OF
the issued. and outstanding capital STOCK
- OF the corporation, 10 VII. Al Ni, ~
\ sued and outstanding capital STOCK OF
a the corporation were present in person
or by proxy: that at said meeting 9
e vote Of the stockholders by ballot 10
IS person or by proxy, was taken Tor ol
d against said proposed amendments
a which vote was conducted by Messrs
Albert X Newman and Sidney ). Les
ser, two Judges appointed Tor that pur'
n pose by said meeting. ana that al sal'
u meeting, by vote conducted as afore'
. said said amendments were adopted
the persons or bodies corporate holding
e more than two-t thirds Of the Issued ant
outstanding capital stock OF said cor
poratiOn and more than tWo-thlrds o.
Inc issued and outstanding capital stool
Of said corporation OF each class. pre-
II ferred and common, voting lot sal'
a amendments TO wit. ll2,5uO shareH o
the capital stock Of the corporation
e (which Included IL. 500 shares OF pre-
~ ferred stock and 100 600 shares OF com
b. mon stock We're voted for said pro
n posed amendments tthe said lz'oV
- shares OF preferred stock being NOR
Is than two-thirds of the issued and out
standing preferred stock Of the corpora
tlon. to-wit. All Of the preferred STOCK
and said 100000 shares OF common
stock being more than tWo-tnlrus
N the issued and outstanding common
,r stock OF the corporation, to-wit; al
a OF the common stock) and no share
OF either class were voted against san
~ amendments. all as appears by the du
ia Ulcatp certNcait Ulhuf Ue 0tAitl I.'nN'
n one OF which IS hereto attached an.
- marked "A" and made a part hereof
Jul FOURTH, That the name OF IN
President OF said corporation Is Eugen
d. Stocker. 49,
N FIFTH. That tho number OF dlrec
tors OF the corporation Is seven. and tn
le names OF all the directors OF said cor
IN poratlon are as follows:
IN WILLIAM NJ. TALBOTT
q" EUGENE d. STOCKER,
n CHARLES II. HAMPTON.
In WILLIAM II. NORTH
n MICHAEL ]. WHITE,
B. A. BRENNAN.
HENRY w. WILLIAMS
SIXTH: That all the debts Of tn
= corporation not otherwise fully Sc
cured have been paid and discharge
IN WITNESS WHEREOF. The sal
UNITED STATES HOFFMAN MA
i CHINERY CORPORATION has cause
its corporate seal to be hereunto ar
Id fixed. and this certificate 20 be signe
10 by Eugene D. Stocker, It's president
u.s. ana Henry W Williams Its secretary
= and we, the said Eugene d. Stockei
president and II. NJ Talbot. Eugen
d. Stocker b. A. Brennan and Charlie
~ ri HAMPTON directors. have hereunt
Y set our respective hands and seals, thi
v. 18th day Of April, 1922.
UNITED STATES HOFFMAN,
7 MACHINERY CORPORATION.
Nv EUGENE d. STOCKER. Presiden
a Henry w WILLIAMS. Secretar,
=, UNIFIED STATES HOFFMAN
MACHINERY CORPORATION.
Incorporated 1922
- Delaware
Attest: HENRY WILLIAMS,
I ..r,.-r, - crOcty1rp ~ c