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and its nominees), respectively, at the close of business on February 28, 1913, to subscribe on or before March 21, 1913, for such stock of the Southern Pacific Company in the proportion of one share of Southern Pacific stock for each four shares of Union Pacific stock, preferred or common, and of one share of Southern Pacific stock for each three shares of Southern Pacific stock held by others than the Oregon Short Line Railroad Company and its nominees.

The price of subscription is $100 for each share of $100 par value (equivalent as of the date of subscription to 98.67 per cent. and accrued dividend) payable either in full on March 21, 1913, or in four instalments of $25 each on March 21, July 1 and October 1, 1913, and January 2, 1914.

A check for the dividend payable on April 1, 1913, will be mailed by the depositary hereinafter mentioned, as and when received by it, to registered subscribers, having paid either in full or the first instalment. Interest will be charged from March 21, 1913, on deferred payments at the accruing rate of dividends. Dividends payable after April 1, 1913, when received by the Depositary, will be so far as needed applied in payment of such interest and a check for the balance will upon payment of the instalments be mailed to holders of part-paid receipts. Holders of part-paid receipts may anticipate payment at any time by paying interest as above stated to the date of full payment. Until and except to the extent that stock is paid for in full by the subscribers and certificates therefor delivered to them, the shares subscribed for are to be transferred of record to the National City Bank of New York, as Depositary, or its nominee, which is to vote the same in accordance with the written directions of the registered subscription receipt-holders and hold the same for them as owners, but subject to the payment of the unpaid portion of the subscription price.

Warrants signed by the Treasurer or an Assistant Treasurer of the Union Pacific Railroad Company will be issued to each stockholder (the Southern Pacific to furnish the Union Pacific Railroad Company a list of its stockholders for the purpose) as soon as possible after the closing of the books on February 28, 1913, specifying the amount of stock for which the stockholder is entitled to subscribe. Warrants will be mailed to stockholders at addresses to which their dividends are sent. If dividends are collected by bankers or others on powers of attorney, or other authority, warrants will be sent to such authorized parties, unless other instructions are received. Warrants not so provided for may be obtained at this office not later than March 18, 1913. "Subscription Warrants" entitling the holder to subscribe will be isued for "amounts of $100, or multiples thereof,

ers.

and "Fractional Warrants" for fractions of $100. "Fractional Warrants", will not entitle the holder to subscribe, but will be exchangeable in amounts aggregating at least $100 on or before March 18, 1913, for "Subscription Warrants," and if the surrendered "Fractional Warrants" include a fraction in excess of $100 a new "Fractional Warrant" will be issued for such fraction. "Fractional Warrants" desired by stockholders to complete full shares or "Fractional Warrants" which the stockholders desire to dispose of must be bought or sold in the market, as the Company will not sell or purchase such fractions. After March 18, 1913, all "Fractional Warrants" will be void and of no effect. On the back of the warrants will be two forms. In case it is desired to subscribe, the first form is to be filled out and signed by the stockholders or by their assignees, but in case it is desired to dispose of the subscription privilege, the second form, which is an assignment, is to be filled out and signed by the stockholdWhere a warrant authorizes a subscription to two or more shares, stockholders who may wish to subscribe for a portion of the shares covered by the warrant and dispose of the balance, or who may wish to dispose of a portion of the shares covered by the warrant to one person and the balance to another, should return the warrants to this office on or before March 18, 1913, to be exchanged for other warrants, specifying in writing the number of warrants desired in exchange and the number of shares to be covered by each. In no case, however, on such exchange will a fractional warrant be issued. The subscription warrants must be surrendered at the office of the National City Bank of New York, or at the office of Baring Brothers & Co. Ltd., 8 Bishopsgate Within, London, E. C., England, by the stockholders or by the persons to whom assigned, on or before March 21, 1913, accompanied by the payment of the first instalment or the full amount payable, and all warrants not so surrendered with such payment on or before said date shall be void and of no value. Failure to pay any instalment when and as payable will operate as a forfeiture of all rights in respect of the subscription and the instalments previously paid. Said Bank, directly or through said Baring Brothers & Co, Ltd., as its agents in London, will, on surrender of the warrants and on payment of the first instalment, or full payment, as the case may be, issue receipts which shall be transferable by assignment, and which must, unless previously paid in full, be returned on or before July 1, and on or before October 1, 1913, and on or before January 2, 1914, accompanied by the payment of the second, third and final instalments, respectively, or, at the option of the holder, accompanied by the payment of the full amount remaining payable, for endorsement thereon, as the case may be, of the payment of the said instalments or full payment. Certificates of stock registered

in the name of or as directed by receipt-holders will be delivered in exchange for full-paid receipts. No subscription or assignment of this privilege will be recognized unless made on the forms approved by the Union Pacific Railroad Company. No holder of the stock of either the Union Pacific Railroad Company or the Southern Pacific Company shall be entitled to any of the above mentioned shares unless the terms of subscription herein specified are fully complied with. The subscription and respective instalment payments must be made at the dates and in accordance with the provisions stated above. Checks or drafts in payment of subscriptions must be drawn in favor of the National City Bank of New York in New York funds or in favor of Baring Brothers & Co., Ltd., in London funds, as the case may be, and for the exact amounts covering the respective instalments.

The plan and the agreements embodying the same will not become effective unless and until approved by the District Court of the United States for the District of Utah in the suit of the United States of America vs Union Pacific Railroad Company et al., now pending therein, upon the mandate of the Supreme Court of the United States, nor unless and until the Railroad Commission of the State of California shall approve the provisions of said plan in respect of which in the opinion of the Company's counsel the approval of said Commission may be necessary or advisable to give the same validity.

By order of the Board of Directors.

FREDERIC V. S. CROSBY, Treasurer,

Union Pacific Railroad Company,

165 Broadway, New York.

New York, February 10, 1913.

$10,000,000 1

SEVEN PER CENT. CUMULATIVE PREFERRED STOCK

(Preferred as to Both Dividends and Principal)

of

UNITED DRY GOODS COMPANIES

Dividends Payable Quarterly at the Rate of Seven Per Cent. Per Annum from June 1st, 1909. Shares $100 each.

Office of J. P. Morgan & Co.,

23 Wall St., New York,

May 27th, 1909.

UNITED DRY GOODS COMPANIES

(A Corporation Under the Laws of Delaware.)

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Having sold a large portion of the above Preferred Stock, we offer, subject to prior sale and change in price, the balance of the $10,000,000 Seven Per Cent. Cumulative Preferred Stock of the United Dry Goods Companies at $110 per share.

Attention is called to the letter received from John Claflin, Esq., printed below; and also to the report of Messrs. Haskins & Sells, Certified Public Accountants.

Provision has been made either in the certificate of incorporation or in the by-laws to the following effect:

(1) That from time to time by vote of the Board of Directors additional authorized Common Stock to the amount of $25,000,000 may be issued and disposed of for the following purposes:

(a) To be sold for cash at not less than par.

(b) To be exchanged for the various classes of stock of The Associated Merchants Company on equitable terms.

(2) That from time to time by vote of the Directors additional authorized Preferred Stock to the amount of $6,000,000 may be issued and disposed of for the following purposes:

1 Three-quarter page advertisement in Wall Street Journal of May 28, 1909.

(a) To be sold for cash at not less than 120, excepting that $1,000,000 thereof (reserved for the exclusive benefit of the employees of the Companies) may be allotted from time to time by the Directors of the United Dry Goods Companies at a price not less than par on such terms and conditions as shall encourage and enable the employees to participate in the profits of the business.

(b) To be exchanged for the Preferred Stocks of The Associated Merchants Company on equitable terms.

No stock other than that above mentioned can be authorized without consent of stockholders, as provided in the certificate of incorporation or by-laws, and no bonds can be issued except upon the written consent of three-fourths of the holders of each class of the company's stock, or by a vote of the stockholders holding at least three-fourths of the amount of each class of the capital stock of the corporation represented at a meeting specially called for that purpose or an annual meeting.

Temporary certificates will be issued pending the delivery of the definitive stock.

Application will be made to list the stock on the New York Stock Exchange.

We offer and recommend this Preferred Stock as a mercantile investment of the highest class.

J. P. MORGAN & Co.

224 Church Street,

MESSRS. J. P. MORGAN & Co.:

NEW YORK, N. Y., May 25, 1909.

Dear Sirs—The United Dry Goods Companies, incorporated under the laws of the State of Delaware, has issued at par $20,000,000 Capital Stock, divided into $10,000,000 Common Stock and $10,000,000 Seven per cent. cumulative Preferred Stock, having a preference as to both principal and dividends. It has acquired from me in exchange for $8,650,000 of its Common Stock $8,650,000 of the Capital Stock of The Associated Merchants Company out of a total issued Capital Stock of $17,250,000. This gives the United Dry Goods Companies control of The Associated Merchants Company, which has control of the following companies:

Wholesale: The H. B. Claflin Company.

Retail:

James McCreery & Company, 34th Street, New York.
James McCreery & Company, 23d Street, New York.
O'Neill-Adams Company, two blocks on Sixth Avenue,
20th to 22d Streets, New York.

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