The New York herald., 1922-07-07
Second Meeting

PENN sEABoARD STEEL CORPORATi0N
10 the Stockholders of Penn seaooard steel
Please take notice that . special meeting
STEEL fhs q the PENN S.SsS1 es.a
1922. at $3.50 o'clock A. NJ. daylight saw
rn,, ing tims,. at Tire principal office OF the
s o at n1 CITY EstGS o S.w YORK.
"a? For the purpose of classifying the
the same shall have been Increased &C, as to
consist Of 100000 shares OF the capital
stock without nominal or par value) SO that
and shall hereafter be divided into two
classes, as follows. to wit:
100000 shares of said capital stock
without nominal o. par value TO bo
designated Glass A Common Stock" and
the 100000 shares of said capital stock
authorised. to be designated as Common
Stock.
the distinguishing preferences. rights.
privileses and restrictions Of tho Class 4
Common Stock and Common Stock shall,
unless otherwise determined at said special
meeting of stockholders. be substantially a.
The holders Of Glass A Common Stock
shall be entitled TO receive. when and as de-
the business Of the Corporation. dividends st
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. semi-annualiy OF
laws or by the board of directors. said
dividends shall be paid upon the Common
dends as aforesaid for such calendar year
shall have been paid or provided for on All
the Class Common Stock issued ana out
standing AT the time Of the declaration Of
such divideEds. n
After paying or providing for the pay.
ment of dividends as aforesaid on the Class
A directors
may make such further distribution as divt-
dends they may determine out of saia
be made ratably 10 the holders of Class A
Common Siock and Common Stock. irreGpes-
tive OF class. share and share alike. accord
Ing to the number of shares held by each
such holder.
Upon any dissolution, liquidation or wind
Corporation distributable TO Stockholders
shall be attributed ratably to the holders OF
Class A Common Stock and Common Stock.
irrespective of class. share and share alike.
according to the number OF shares held by
each such holder.
OF the Corporation unless the same are ex-
pressly made payable and such stock u
issued rataoly to the holders Of Glass Com
mon Stock and Common Stock, irrespective
OF class, share and share alike. according
to the number OF shares held by each suca
holder.
The directors may from time to time
without action by the stockholders Offer for
subscription or otherwise issue or sell, Tor
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 aIthorized, without offer.
ing TO the stockholders then OF record, OF
any cla's. any thereof. on the same terms
or on ANY terms. irrespective OF whethee
such stosS or any of II IL to be Issued Tor
property OF services or cash or otherwise.
after M havs any right, preemptive or other.
to subscribe for any rart OF any such stock
Of any class now or hereafter authorized to
(b) To consent TO and to authorize the
creation and issue If $1,000 900. principal
amount OF bonds OF the Corporation TO bear
to authorize the creation and execution OF
mortgage or deed OF trust upon all tho
property c. the Corporation which It no~
owns and r may hereafter acquire to secure
the payment of said bonds; said bonds and
the said mortgage 20 be in such form and 20
contain such terms. provisions and Sondi-
fund and for redemption OF said bonds Tor
to maturity at price or prices bond. IN ~ sxsoss sy
be determir ed and approved by the poari "t
directors os the Corooration:
quisition Of all the property and assets
and or all OF the carital stock of The Ca.-
penter Steel Compa y. corporation orgshn. gh.
State OF New Jersey. subject to and upon
the assumption Of IT'S liabilities:
shares u P oinss nua0 COMMON @ Stock Of tile 5sp.
poration. ir part payment for said property
and or aid capital stock Of The Carpenter
Steel Com any;
(e) To authorize the issuance and sale tf
all or any art OF TIE above mentioned bouds
for the corporate purposes of the Co-posaJ
tion, including payment or providing funds
TO pay in part for the property and or tho
said capital stock OF said The Caro'r'er
Steel Company, and the use OF so much of
the procseos of the sale OF said bonds a.
may be Lecessary 10 redeem 81 800. 900,
principal amount OF tho Three Year IL
Sinking Fund Convertible Gold Notes OF tho
Penn Seaboard Steel Corporation.
tD To authorize the directors to mako
appropriate provision for the issuance Of
stock certificates Tor the respective classes
OF stock OF the Corporation upon the lore-
going amendments becoming effective, to the
end that III outstanding certificates Cor the
stock of the Corporation. properly shall sss
forth the terms and conditions upon w5c1
the respective classes are issued:
verifying. acknowledging and recording OF
OF amendment OF the Certificate Of Incorpo-
ments which may be necessary to accompii.,
the carrying into effect of the matters ncic.
lnabove enumerated pm this notice. and =, 10
any and oil bushels which may be proper
and which may be incident or necessary TO
the matters aforesaid and 10 facilitate the
carrying irto effect the action taken at SAID
meeting ard to amend the Certificate Of lu.
corporatior accordingly.
Dated New York, June 22nd 1922
By order of the Board OF Directors
J. p. WARREN, Presidsnt.