May 



1902.] 



THE INDIA RUBBER ^VORLD 



243 



INCOMfe AND DISBURSEMENTS. 



Income from Dividends declared by allied 

 companies : 



1899 $ 644,624.83 



igoo 1,301,609.73 



igoi 1,362,824.00 $3,309,058. £6 



Interest account ; Excess of receipts over 

 payments : 



iSgg , $37,880.11 



igoo 25,561.80 



$64,441. gi 

 Excess payments over receipts, 1901... 22,556.81 41,885.10 



Total Income $3,350,943.66 



Expenses paid, i8gg $Io6,i68 66 



Do igoo 101,877.86 



Do igoi 63,404.04 ,$271,450,56 



Charged off — loss on properties that have 

 proved valueless, and on contracts and 

 guarantees 618, 835. g3 



Total expenses, etc $890,286,49 



Net Income $2,460,657.17 



Dividends paid to December 31, igOi : 



Preferred $1,445,548.25 



Common 811,067.00 2,256,61525 



Balance of Income. 



$204,041,92 



EARNINGS OF CONSTITUENT COMPANIES. 



* Gross earnings, iSgg $1,652,901.09 



Do 1900 2,083,049,75 



Do igor i,898,g64.50 $5,634,915.34 



Charged for depreciation of plants : 



l8gg I 25,842.85 



igoo '198,921.78 



1901 201,910.78 $426,675.40 



f Charged off for sinking fund : 



iSgg $45,449.05 



1900 50.737-99 



1901 50.467.99 146.655.03 573.33045 



Net earnings for three years $5,061,584.91 



From which has been appropriated for additions to plants 726,000. 77 



Leaving a balance of 84.335,584. 14 



Out of which dividends have beeft declared : 



1899 $ 769,624.83 



1900 1,434 6g3. 73 



igoi i,469,g48.oo 3,674,266.56 



Net unapplied earnings 



Less amount owned by stockholders other than 

 Rubber Goods Manufacturing Co 



661,317.58 

 47,653-97 



Net unapplied earnings belonging to the Rubber 



Goods company $613,663,61 



Of the above dividends there were paid to other stockholders other 

 than the Rubber Goods Manufacturing Co. : 



In iSgg $125,000 



In igoo 133,084 



In igoi 107,124 $365,208 



[* After deducting cost of repairs and maintenance of plants, t For bonds of 

 New York Belting and Packing Co., Limited, and Mechanical Rubber Co.] 



in any one year. Furthermore, the new by laws would vest in the board 

 of directors the power to increase the number of directors at will, so 

 that if even at the end of two years a majority of the stockholders had 

 elected two thirds of a board of directors adverse to the present man- 

 agement, that management could, by increasing the number of directors, 

 nullify the will of the stockholders and perpetuate itself in control. 

 There is further withdrawn from the stockholders all power to change 

 or amend the by laws. 



The by laws now provide that the directors cannot sell or mortgage 

 the property or assets of the company, e.xcept by consent of the holders 

 of two-thirds of the preferred stock. The directors propose to amend 

 by giving themselves the power to sell or mortgage any or all of the 

 property at their pleasure and without consulting the stockholders. 



Upon an examination of the stock lists of the company, we find 



that the directors hold very little stock, and are naturally surprised, in 

 view of this fact, that they should want to make such remarkable 

 changes in the by laws of the organization, and thereby perpetuate 

 themselves in the management of the concern. 



We have in hand certain comprehensive plans for the betterment of 

 the rubber trade generally, and the business and standing of this com- 

 pany in particular, and we feel justified in saying to you that if we are 

 successful at the annual meeting, both the preferred and common stocks 

 of the Rubber Goods company will greatly enhance and advance in 

 price. 



If you have already given a proxy to the management but would pre- 

 fer to vote with us. you can accomplish this by sending us the enclosed 

 proxy properly signed. Vours very truly, talbot J. Taylor & Co. 



30 Broad street. New York. 



The New York Times stated (April 2) that a majority of the 

 board as then constituted were themselves owners of very little 

 stock — " six out of eleven having of record an average of fewer 

 than 25 shares apiece." 



The newspapers on the following day quoted William A. 

 Towner, the secretary of the Rubber' Goods Manufacturing 

 Co., as saying : 



Taylor & Co. have been large stockholders of the company and it 

 has been intended that they should get representation on the board at 

 the annual meeting. The management has had no idea of railroading 

 anything through. The listing committee of the New York Stock 

 Exchange has gone over the whole thing and approved the proposed 

 changes. That doesn't look like any nigger in the fence, does it? 

 Everything that they object to is, I understand, usual in the charters of 

 the big industrial corporations, such as the United States Steel Corpora- 

 tion and others, which were drawn by Francis Lynde Stetson, who is 

 our counsel, and who prepared the proposed amendments. The amend- 

 ments really propose to take away from the board of directors powers 

 that they have had. The present certificate of incorporation permits the 

 directois ' to transfer or otherwise dispose of any or all of the property 

 or franchises of the corporation ' without restriction ; but under the 

 amended certificate it will be necessary to gain the consent of two-thirds 

 of the stockholders at a meeting called for the |purpose. Under the 

 present certificate it has been practically impossible to use the collateral 

 owned by the company for the purpose of raising loans, as the certificate 

 required the ' consent and approval of the holders of two-thirds of the 

 preferred shares.' Under the amended certificate the directors will be 

 permitted to borrow up to the amount of $2,000,000 by using collateral 

 of the company. This would release a lot of collateral that has been 

 tied up and could not be availed of by the company. 



Conferences are understood to have taken place between 

 the parties in interest, and at a special meeting of the stock- 

 holders, on April 10, preceding the regular annual meeting, 

 a resolution disapproving of the proposed amendments to 

 the by laws received a vote of 154,630 shares in favor to 73 

 shares against. 



At the regular meeting a resolution was unanimously adopted, 

 authorizing the directors to borrow from time to time money 

 needed in carrying on the business, not to exceed $5,000,000, 

 giving as security such assets of the company or the sub com- 

 panies as might be deemed best. 



It was also voted to amend the certificate of incorporation 

 of the company, to provide for the reduction of the capital 

 from $50,000,000 to $30,000,000 — 120,000 shares of 7 per cent, 

 cumulative preferred stock and 180,000 shares of common 

 stock, all of the par value of $100, It was further provided that 

 no common stock dividends shall be declared until all preferred 

 stock dividends have been paid, with interest at 4 per cent, per 

 annum on arrearages. The amount of stock now outstanding 

 is 80,514 shares of preferred and 169,417 of common — a total 

 of $24,993,100 par value. 



THE NEW DIRECTORATE. 



Only one ticket was presented for the board of directors 



