DEAR MR. DAY: This will confirm our understanding of the option given to you on Voting Trust Certificates for Common Stock of American Water Works & Electric Company, Inc., namely, all or part of 3,000 shares at 12 called 3,000 shares at 13 called 3,000 shares at 14 called 6,000 shares at 15 2700 called 3,000 shares at 16 3,000 shares at 17 DEAR SIRS: We hereby offer to sell to you all or any part of 25,000 shares Julius Kayser & Co. Common Stock, in amounts and at prices as follows: It is understood that the above prices are to be net to us. This offer shall run for a period of ninety (90) days, or until the close of business on Tuesday, January 5, 1932, except that we shall have the right to cancel this offer at any time upon ten day's previous notice to you in writing. It is also understood that, after deducting expenses, any amount received by you through the sale of any of these shares, in excess of the above net prices, shall be divided 25% to us and 75% to yourselves. It is further understood that we shall be privileged to sell in the market any additional shares owned by us, but if we decide to sell such shares enblock, we will do so through you. During the life of this offer, certificates for the above shares will be delivered to you or your nominee, upon one day's previous notice, and upon payment of the aforesaid prices therefor, at our Office, 44 Wall Street, New York City. Kindly acknowledge and confirm that the foregoing is in accordance with your understanding by signing and returning to us copy of this letter enclosed herewith. DEAR SIRS: We, the undersigned, Harris, Small & Co., hereby represent that we either own or control not less than Twenty-five Thousand (25,000) Shares of the Class B No Par Value Stock of Houdaille-Hershey Corporation, a Michigan Corporation. In consideration of Five Dollars ($5) and other valuable considerations, the receipt of which is hereby acknowledged by us, we hereby give Redmond & Co. of New York, N.Y., an option to purchase at any time on or before the first day of October, 1931, not to exceed Twenty-five Thousand (25,000) Shares of the Class B No Par Value Stock of Houdaille-Hershey Corporation, in the following amounts and at the following respective prices, namely: 6,250 Shares at Seven Dollars ($7.00) per Share, The foregoing option may be exercised by you only in blocks of Six Thousand Two Hundred Fifty (6,250) Shares each, but may be so exercised in blocks of Six Thousand Two Hundred Fifty (6,250) Shares each at any time prior to October 1, 1931, as to all of said Twenty-five Thousand (25,000) Shares or part thereof, and the exercising of said option as to part shall in no way be construed as an election on your part to purchase the balance of said stock. Very truly yours, HARRIS, SMALL & Co. THIS AGREEMENT, made as of this 8th day of March, 1933, by and between WM. DEWEY LOUCKS, of New York City, N.Y., (hereinafter termed the Manager), and the undersigned, hereinafter separately termed the Participants) the Manager and the Participants together forming the Syndicate: WITNESSETH:-to wit: The Participants hereby form a Syndicate and constitute the said Loucks Manager thereof, to trade in the Common stock of Barnsdall Corporation, upon the New York Stock Exchange, upon the understanding that the commitment of the Syndicate shall not at any one time exceed 25,000 shares for long or short account, except that the Syndicate may be short additional stock when covered by options. All transactions for account of the Syndicate shall be in accordance with and subject to the rules and regulations of the New York Stock Exchange. Subject only to the limitations aforesaid, the Manager in the trading account, upon books of account entitled "Barnsdall Corporation Syndicate Account", shall have full power and authority hereby granted, in his uncontrolled discretion and judgment, during the life and for account of the Syndicate, to buy, sell and generally trade in the said shares of stock, either long or short, and at either public or private sale, and to deliver and receive any puts and calls thereon. The profits and losses of the Syndicate shall be divided among and borne by the Participants in the proportion which their respective participations, in dollars, bear to the total aggregate of the dollars of all of the Participants. The Participants shall be deemed to participate in each transaction in proportion to their several interests in the Syndicate. Any loss resulting from the failure of any Participant to carry out his obligation hereunder shall not be charged as a loss to the Syndicate, but in respect of any such loss incurred or threatened, resulting from such failure, the Manager shall have full power and authority hereby granted to take such action, by sale or otherwise, and with or without notice, as in the Manager's uncontrolled discretion is necessary to protect the Manager against loss. The Syndicate will expire at the close of business on the first day of December, 1933, unless sooner terminated by the Manager, and may be extended at the discretion of the Manager for an additional period of four months, or any part thereof. The Manager, from time to time, upon two days notice, may call and the Participants shall thereupon pay in cash, such amounts on account of the Syndicate liability, whether for purchase price, margin, or otherwise, as the Manager may deem proper. The Manager shall receive no compensation for his services as Manager, but may, in his uncontrolled discretion, pay to such assistants as he has and deems proper so to pay, at the close of the Syndicate, not exceeding 10% of the Syndicate profits, if any, in kind, for the services of such assistants, or any assistant, provided that not more than 10% of the said net Syndicate profits shall be so paid, and the same shall only be paid upon the termination of the Syndicate. The Manager's determination in that regard shall be final and binding upon all Participants. The Manager shall not be responsible, as such, unless the Manager shall be a Participant, and then only as a Participant, for any losses chargeable to the Participants in the event that the result of the Syndicate shall be a loss rather than a profit. All expenses incidental to the operation of the Syndicate, including legal expenses, advertising, printing, postage, and all clearance charges, floor charges, and commissions payable by the Manager to brokers or otherwise, shall be a charge upon and be paid by the Syndicate. The Manager agrees to arrange with Redmond & Co., members of the New York Stock Exchange, to carry the account of the Syndicate and to endeavor to arrange with such Stock Exchange house to carry the stock traded in upon a margin basis maintained at fifty per cent. (50%), but in the event of the Manager's inability to make such arrangements, there shall be no liability upon him therefor. The Manager shall have full discretionary power and authority hereby granted to borrow money, or to cause the same to be borrowed, by any firm which is a member of the New York Stock Exchange and which firm shall then be carrying assets of the Syndicate against margin paid in by the Participants for account of the Syndicate, for any of the purposes covered by this agreement, and to pledge as security therefor any of the Syndicate assets in the general loans of such Stock Exchange firm, without regard to the Syndicate indebtedness of the Participants to the Manager; and also to pledge as security therefore this agreement and the several obligations of the Participants hereunder; except that where a Participant has taken up his proportion of the long stock and paid any other requirements of the Syndicate Manager under the Syndicate, and signified his intention of continuing to carry his proportionate share of the long stock, the participation of such Participant shall not be pledged. The Manager may in his sole discretion release any participant for any cause and/or substitute another satisfactory to the Manager, provided that such substitute assumes the obligations of the released Participant. In case of any default upon the part of any Participant, his interest in the Syndicate, or any shares which he may be required to take up, may be sold at public or private sale, with or without notice, and the Manager or any Participant or Participants may be the purchaser or purchasers thereof, notwithstanding which, every such defaulting Participant shall be responsible to the full extent of his full liability therefor. The Manager may, in his sole discretion, make any such adjustment with any Participant as the Manager deems proper. No Participant shall in any manner be relieved of his obligations hereunder, by the default of any other Participant, nor shall his obligations be in any manner increased thereby. Any Participant, with the consent of the Manager, may take up and carry his ratable share of Syndicate stock at the then cost thereof, provided such Participant shall agree with the Manager that the stock so taken up shall not be sold during the life of the Syndicate without the consent of the Manager in writing first obtained, and that the same shall be held during the life of the Syndicate, subject to the call of the Manager. Upon the termination of the Syndicate, the Manager shall account to the Participants upon the assets remaining in the Syndicate account, distributing to the Participants against payment their respective proportions of any shares of stock then in the hands of the Manager, for account of the Syndicate, together with their respective proportions of any cash on hand, and in the event of a loss, a statement of their respective proportions thereof, which the Participants shall forthwith pay to the Manager. Apportionment and distribution by the Manager of the profits, losses, and expenses shall be conclusive upon the Syndicate and upon the Participants, as shall also be the written statement of the Manager of the result of the 175541-34-PT 149 Syndicate operations. The Manager shall not be liable under any of the provisions of this agreement, or from any matter connected therewith, or for the exercise of his judgment and discretion in the management of the Syndicate, except for want of good faith. No Participant shall be liable under any circumstances in excess of the dollars the Participant has committed himself for by his signature to this agreement. Nothing herein contained shall constitute the Participants partners with the Manager, or with one another, or render them liable for more than their proportionate shares, respectively, of the entire Syndicate liability. Nothing contained in this agreement shall be construed as creating any trust or obligation in favor of any person or corporation, other than the parties hereto, nor any obligation in their favor otherwise than as herein expressly provided. This agreement shall extend to and bind the successors and personal representatives of the respective parties. This agreement is entered into and is to be performed in the State of New York, and shall be construed in accordance with the laws of said State. Any notice from the Manager to any Participant shall be deemed to have been duly given if mailed or telegraphed to such Participant at the address furnished to the Manager by such Participant. In witness whereof, the Manager has accepted the responsibilities herein contained by his execution of this agreement, and the Participants have become parties hereto by the execution of this instrument and have affixed their respective addresses together with the amount of their dollar commitment, all as of the day and year first above written. WM. DEWEY LOUCKS, Dollar Commitment. Utility Trading and Security Corp., by Wm. Dewey Loucks, 120 B'way- $20,000 40, 000 20, 000 5, 000 5, 000 COMMITTEE EXHIBIT 78-K MARCH 7, 1932. Messrs. REDMOND & Co., 48 Wall Street, New York, N.Y. GENTLEMEN: For a valuable consideration, I hereby grant you an option to purchase all or any part of thirty thousand (30,000) shares of the common stock of the Zonite Products Corporation, at the following prices: 10,000 shares @ $9.00 per share, 10,000 shares @ 11.00 per share. Should the stock sell ex-dividend during the period of this option, or any extension thereto, you are not to receive the dividend on any stock not called by you as of the day the stock sells ex-dividend. The expiration date of this option is April 21, 1932. It is further agreed that I will loan you, upon your request, for the period of this option, through a New York Stock Exchange firm, up to fifteen thousand (15,000) shares at the prevailing market price, so long as at least 15,000 shares remain uncalled under this option. Your very truly, Accepted: ELLEY W. MANN. REDMOND & Co. By REDMOND & Co., NEW YORK, June 15, 1932. 48 Wall Street, New York, N.Y. GENTLEMEN: For a valuable consideration, I hereby grant you an option to purchase all or any part of twenty thousand (20,000) shares of Zonite Products Corporation common stock at the following prices: Exercised 8/9/32, 5,000 shares @ 5. Exercised 8/11/32, 5,000 shares @ 52. 2,500 exercised 8/15/32, 5,000 shares @ 6. 5,000 shares @ 61⁄2. The expiration date of this option is August 15, 1932. I agree to allow you to exercise a put on five thousand (5,000) shares during the life of the agreement at five dollars ($5.00) per share. Yours very truly, Accepted: ELLERY W. MANN. COMMITTEE EXHIBIT 78-L NEW YORK, September 8, 1932. REDMOND & Co., 48 Wall Street, New York City. Gentlemen: This will confirm arrangements made with your Mr. Day, giving you an option for 60 days from this date, on 16,000 shares (16,000) of the common stock of the Warren Foundry & Pipe Corporation at the following prices: Harris, Upham & Co. will deliver to you the above number of shares at the prices stated, upon call. It is understood and agreed that the option given you under date of September 1, 1932, is hereby cancelled, excepting as applied to such stock as had already been delivered and paid for. Please confirm the above described option by signing and returning to us the attached duplicate of this letter. Yours very truly, J. LEONARD REPLOGLE. COMMITTEE EXHIBIT 78-M AUGUST 21, 1931. Messrs. REDMOND & CO., 48 Wall Street, New York, N.Y. GENTLEMEN: On August 19, 1931, you gave us an order to sell fifty thousand (50,000) shares of the Capital Stock of the Petroleum Corporation of America at certain prices, which prices have been corrected by you under today's date. It is hereby agreed between us that you may, with our consent, give an order to Messrs. M. J. Meehan & Co. to sell all or any part of fifteen thousand (15,000) shares of the above mentioned stock, in amounts and prices as follows: 2,500 shares at 94 2,500 shares at 91⁄2 2,500 shares at 104 Messrs. M. J. Meehan & Co. will agree to pay you forty percent (40%) of any profits which they make in connection with these sales, if any, and will agree that Redmond & Co. shall not be responsible for any loss which may occur through such sales. It is understood that you will forward to us one-half of any profits you may receive from Messrs. M. J. Meehan & Co.'s sales. Yours very truly, WRIGHT & SEXTON. |