The Waterbury Democrat., 1932-09-03

for one share of preferred.
 4--There should be no divi- dends paid on the preferred stock until the bank loans are completely eliminated, or at least until they are made safe ly normal bank borrowings.
 5-That the banks agree to be satisfied with a payment on their loans of 20 per cent each year until they are liquidated. Should an increase in these payments to the banks be possible, the loans will be reduced more rapidly.
 6-We recommend further that the Receivership be lift ed and that the preferred stock take entire control on the im- mediate sale of $200,0O0.00 in par amount of that stock.
 That the authorized cap- ital stock be reduced from $4,- 000,000.00 to $1,000,00O.00 by the reduction of the present par value of $100.0O per share to $25.00 per share, all com- mon stock; and subsequently, increased by $500,00O.00 of preferred stock consisting of 10000 shares of the par value of $25.00 each and by $780, 900 of common stock consist ing of 3O,O00 shares of the par value of $25.00 each, of which 10000 shares shall immediate ly be set aside for the con- version of preferred stock.
 8-That the present direc- tors of the Waterbury Clock company resign in favor of a new board to be selected by the holders of the preferred stock. That the present voting trust of the common stock be dissolved.
 In consideration of your meeting the above mentioned eight points, this client obli- gates himself to the purchase of not more than $500,000.00 of the said preferred stock of the Waterbury Clock company.
 This client who is known to your banking creditors is a man of .unquestioned financial resources, and with thorough ability to comply at once with the terms of this offer. Kindly advise at your ear- Hest convenience your readi- ness to comply with the terms, and the proposed dates on which the provisions can be made effective.
 (Signed)
 The letter of Secretary Close follows:
 Waterbury, Connecticut
 September 2, 1892 To the Stockholders of
 Waterbury Clock Company: By the direction of the Board of Directors, a special meeting of the stockholders of Water bury Clock Company will be held at the office of the com pany in Waterbury, Connecti- cut, on the 7th day of Septem- Der, 1892, at o'clock in the afternoon, Daylight Saving time, for the following pur- poses:
 l. To consider and take ac- tion upon written proposal of James K. Sheldon, addressed to the president of the com pany.
 2. To consider and take &C., ton upon a proposal to amend the Certificate of Incorporation of the company by decreasing its capitalization from the sum of Four Million Dollars ($4,- O00,000.0O, evidence by Forty Thousand (40,000) shares of the par value of One Hundred Dollars ($1OO.O0) a share, to the sum of Two Million Two Hundred Fifty Thousand Dol lars ($2,250,000.00) to be evil denced by Ninety Thousand (9O,000) shares of the par val- ue of Twenty-Five Dollars ($25.00) a share, to be divided into Seventy Thousand (70,- 000) shares of Common Stock of the par value of Twenty five Dollars ($25.00) a share and Twenty Thousand (20,- 0O0) shares of Preferred Stock of the par value of Twenty-Five Dollars ($25.00) a share, the Preferred Stock to have such preferences, and to be subject to such terms and conditions as shall be determined by the stockholders at such meeting.
 3. To authorize the issu- ance of the whole or any part of said Preferred and Common Stock.
 4. To transact such other business as may properly come before said meeting.
 GEORGE H. CLOSE.
 Secretary.