The New York herald., 1922-06-30
rENN sEABoaKD STEEL coRrosxIIc.

- cs.e 80 .Hoi~cts oh fehh Seaooafo o'oes
Please take notice that a special meeting
OF the stockholders p the PENN sEABoARp
and will be held on tho seventh day Of July.
is22, at $3.50 o'clock A. NJ. daylight saw
Ing timel. at the principal office of the
Corporation. at No. . Rector Street. Bor-
ough OF Manhattan. City OF New York. for
the foilow:ig purposes. TO wit
(a) For the purpose OF classifying the
capital stock OF the Corporation (provde1
the same shall have been Increased so as 10
consist Of 100000 shares OF tho capital
stock without nominal or par value) so that
the capital stock OF the Corporation shall h.
and shall hereafter be divided Into two
classes. & as as follows. TO wit:
without nominal o. par value TO %
designated Glass Common Stock" and
the 100000 shares OF said capital stock
withou. nominal or par value heretofor.
authorized. to be designated as Common
Stock.
Tie distinguishing preferences. rights.
privileges and restrictions OF the Class A
Common Stock and Common Stock shall,
unless otherwise determined at said special
follows:
The holders of Glass A Common Stock
shall be entitled to receive, when and as de-
clared fr I'm the surplus profits arising from
the business Of the Corporation. dividends =.
the rate OF So 90 per share per annum. be-
fore any dividends shall be paid TO fhs
holders of the Common Stock. and such
dividends upon the Glass A Common Stock
may be payable annually. semi annually OF
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 divi-
dends as 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 OF
such dividerds.
After paying or providing for the pay
Common Stock. the board of directors
may make such further distribution as divi'
dends as they may determine out OF saia
surplus piofits, and such distribution sha'
be made rataby to the holders of Class A
Common Stock and Common Stock. irrespe;.
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
ling up of the Corporation the assets OF tie
Corporation distributable to stockholders
shall be Gictributed ratably TO the holders Oh
Class Common Stock and Common Stock
irrespective of class, share and share aliKc,
according to the number OF shares held ~
each such holder.
No dividends sh Ill be payable In stock
of the Corporation unless the same are ex
pressly made payable and such stock Is
issued ratably 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 each suca
holder.
The directors may from time to tins
without action by the stockholders offer for
subscription or otherwise issue or sell, Tor
any consideration as 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 thae
may hereafter be ithorized. without Offer
ing to the stockholders then OF record, OF
! any class, any thereof. on the same terms
or on any terms. irrespective of whethee
such TX or any of II Is to be issued Tor
property or services or cash or otherwise
and no stockhoder OF any class snail mere mere
to subscribe for any tart of any such STOCK
of any class now or hereafter authorizedSto
be issued. taam J5r1r.
| (b) To consent to and to authorize tho
| creation and issue Of $1,000 900. principal
amount of bonds OF the Corporation TO bear
interest Ct the rate OF 79o per anilum. ana
to authorize the creation and execution OF
mortgage or deed of trust upon all tho
property c. the Corporation which It now
owns ami or may hereafter acquire to secure
the payment of said bonds. said bonds and
the said mortgage 10 be in such form and 70
tions, including provisions for a sink;ps
fund and for redemption of said bonds p 10.
to maturity at price or prices IN e>eess
of the face amount Of said bonds as may
be determined and approved by the boari of
directors of the CORPORATION:
| (cl To approve tho purchase and or ac-
quisition of all the property ana assets
and or all Of the carital stock OF The Ca. :
penter Steel Company, corporation organ
State Stat a5,' OF New Jersey. subject to and upon
the ASSUMPTION of Its liabilities;
(d) To authorize tie issue OF $50 900
shares Of Class Common Stock OF the c'i-
poration, ir part payment for said property
and or aid capital stock of The Carpenter
Steel Conn any;
(e) TO authorize the issuance and sale tt
all or any TART of the above mentioned bonds
for the corporate purposes OF the Corpora
tion including payment providing inhcs
to pay in part for the property and or tre
said capital stock OF said The Carp"n'er
Steel Company, and the of so much cf
the proceeos of the sale OF said bonds as
may be Lecessary to redeem $i.6ooooo,
principal amount Of the Three Year .
Sinking Fund Convertible Gold Notes of the
Penn Seaboard Steel Corporation.
90 To authorize the directors to mako
appropriate provision for the issuance OF
stock certificates ;or the respective classes
of stock cf the Corporation upon the iore-
going amendments becoming effective, to the
| end that II outstanding certificates tor tie
stock of the Corporation. properly shall set
| forth the terms and conditions upon whlc ,
the respective classes are issued;
(g) To authorize the execution, filing,
verifying, acknowledging and recording OF
any and all instruments. consents certificates
OF amendment of the Certificate of Incorpo-
ration or otherwise, nJtices and other doct"
| ments which may be necessary to accompiis5
| inabove enumerated IN this notice, and - 10
any and oil busine which may be proper
! and which may be incident or necessary 10
| the matters aforesaid and to facilitate the
| ca IRVING ir to effect the action taken at sa:f
meeting al d to amend the Certificate of In.
| corporation accordingly
| Dated New York. June 22nd, 1922.
Ey order of the Board of Directors.
j. q. WARREN. President.
! c.. +. .EMISON, Secretary.
|