The New York herald., 1922-12-21
COFFEE.
RAW SUGAR FUTURES.
ELECTIONS AND MEETINGS.
NOTICE OF STOCKHOLDERS MEETING
THE FOUNDATION COMPANY.
12O Liberty Street.
Menu York CITY

New York City
To the Stockholders OF The Foundation Com
NOTICE. Is HEREBY GIVEN. that spe-
cial Meeting Of the stockholders of Tho
Foundation Company - hereby called and
Company. 100 Liberty Street. in the Borough
of Manhattan. City OF New York. on the 2sth
day Of December. 1922. at II o'clock A. "a.
of said day. for the transaction OF the fol-
lowing business. to wit:
]. To authorize amendments to the GER
tificate of Incorporation OF the Company
consisting OF a certificate of reorganization
and certificates of amendments thereto) au-
thorized by the Board of Directors so as TO
increase the number OF shares which the said
Company may Issue from 10000 shares Of
common stock. without nominal or par value,
ito $1,000 shares of which 10000 shares shall
value. and 10000 shares shall be preferred
stock. without nominal or par value: and so
as to increase the stated capital with which
the same shall be not less than 81 10000
consisting OF the aggregate OF the amounts
received by It as consideration for the issu-
auce OF Its shares with no nominal or par
value, and 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
pre- prescribe A the 81 aistnsuissins Dist % Fights. privi-
leees and preferences OF said preferred stock
and of said 5000 shares of common stock
UnCluulnE the 4U,uUU SnaTeS OF common Stoch
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 tas
will appear from said amendments n be pre-
sented to said meeting of stockhotders), are
In substance as follows. to wit:
The holders OF the preferred stock shall
be entitled to receive when, as and IL de-
clared by the board Of directors, cumula-
tive dividends at the rate Of g per share
on the 18th day OF March, the 10th day of
June. the 18th day OF September and the
18th day of December in each year: such
dividends to be cumulative from the 10Th
day Of December, 1922, except In the case
of preferred stock issued after March IA.
1923, In wh1Dh case the dividends shall be
cumulative from the first day OF the quar-
terly dividend period in which the stock is
issued; the first dividend payment date
shall be March 10. 1928. In tho event OF
dissolution or liquidation. the holders Of
the preferred stock shall receive 500 per
share and all 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
ers of the preferred stock shall. on dissolu-
In the assets of the Company. but all the
assets remaining after such payment to tho
holders OF preferred stock shall be divided
among or paid 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 all unpaid cumulative
dividends thereon, such redemption to be
made sixty days notice and otherwise
In such manner as 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 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 price In excess. of tho re-
dernption 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 10. 1927,
be converted into common stock OF the
Company on the following terms and SUD-
ject to the following adjustments:
The preferred stock for the purpose or
such conversion In to be taken at value
of 500 per share and Mt said value may
be converted into common stock as follows !:
Up to and including December 10, lp2os
each share of preferred stock may be con-
verted into common stock without nominal
or par value at a price or rate OF $50 per
share for such common stock After De
cembcr 10. 1925. and up to and including
December 10, 1927, each share Of preferred
stocl may be converted Into common stock
at n price or rate OF 500 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 convertcd as aforesaid at
the time the notice OF redemption In given.
Every conversion shall be made without
any Adjustment Of dividends and n suffi-
cicnt amount Of common stock shall be at