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THE INDIA RUBBER WORLD 



[April 1, 1912. 



THE RUBBER TRADE IN AKRON. 



By a Resident Correspondent. 



OX March 16 the Board of Directors of the B. F. Goodrich 

 Co. sent a notice to each of their stockholders calling a 

 special meeting of the stockholders to be held March 27, 

 1912, which notice was as follows : 

 To the Stockholders of The B. F. Goodrich Co. 



Notice is hereby given that a special meeting of the stock- 

 holders of Tlie B. F. Goodrich Co. will be held at the office of 

 the Company in Akron, Ohio, on Wednesday, March 27, 1912, at 

 eleven o'clock a. m. 



Said meeting is called for the purpose of considering and de- 

 termining whether to adopt a certain agreement authorized by 

 the Board of Directors of said company, at a meeting thereof 

 held March 16, 1912, subject to the adoption thereof by the stock- 

 holders at the meeting thereof hereby called, providing for the 

 sale and transfer, to a new corporation to be organized under 

 the laws of the State of New York, or of such other State as 

 counsel for this company may agree to, of the entire property, 

 assets, business and good-will of said The B. F. Goodrich Co., 

 as of April I, 1912 (except only certain sums in said agreement 

 provided to be retained by this company), subject to all the 

 liabilities of said The B. F. Goodrich Co. as of April 1, 1912, 

 which are to be assumed by the purchasing company; said new 

 corporation to have an authorized capital stock of $45,000,000, 

 divided into 450,000 shares of the par value of $100 each, of 

 which 150,000 shares, of the aggregate par value of $15,000,000, 

 will be seven per cent, cumulative preferred stock with dividends 

 cumulative from April 1, 1912, and 300,000 shares, of the ag- 

 gregate par value of $30,000,000, will be common stock, at least 

 three per cent, of the preferred stock to be retired in each year 

 after July 1, 1913, from the net surplus profits of the new com- 

 pany before dividends may be paid on the common stock. Said 

 agreement provides for the sale to the bankers therein mentioned 

 of 78,000 shares of said new preferred stock and 30,000 shares 

 of said new common stock for the sum of $7,800,000, together 

 with an amount equal to the accrued dividends from April 1, 

 1912, on 78,000 shares of preferred stock; and said bankers 

 further agree if required so to do by this company, to purchase 

 all or such part of an additional 66,667 shares of said new com- 

 mon stock at $67.50 per share, as this company may elect to sell 

 as provided in said agreement. Said agreement also reserves to 

 certain stockholders of this company the right to purchase from 

 said bankers at par and accrued dividends, all of such part, as 

 said stockholders may elect to purchase as provided in said agree- 

 ment of 28,000 shares of such new preferred stock so sold to said 

 bankers. 



Said agreement further provides that none of the stock of the 

 new company received by this company or its stockholders shall 

 be sold, distributed or otherwise disposed of during six months 

 from the time of delivery of stock to the bankers, except with 

 the consent of the bankers. The charter of the new company will 

 provide substantially that, until the holders of two-thirds in 

 interest of each class of stock shall otherwise direct, the new 

 company shall pay such amount of corporate, franchise and 

 property taxes in the State of Ohio, as may be required by the 

 laws of Ohio to render its stock exempt from taxes in Ohio. A 

 copy of said agreement, to which is attached a copy of the 

 proposed certificate of incorporation of new company, is on file 

 and may be examined by the stockholders at the office of this 

 company. 



If the said agreement is adopted, 72,000 shares of the preferred 

 stock of the new company, or the proceeds of all or such part 

 thereof as may be sold to the bankers, as above stated, will be 

 distributed pro rata among the holders of preferred stock of 

 this company. 

 Whether you expect to be present or not, please sign and 



return the enclosed proxy to the secretary in the enclosed 

 envelope, in order to make certain that your stock will be 

 represented. If you are personally present, however, your proxy 

 will not be used. 

 By order of the Board of Directors. 



B. G. Work, President. 



C. B. R.WMOND, Secretary. 



The stock transfer books will remain closed until further order 

 of the Board. 



March 16, 1912. 



This notice was accompanied by a communication from the 

 directors as below : 



Akron, Ohio, March 16, 1912. 

 To the Stockholders of The B. F. Goodrich Co. 



Referring to the notice this day sent you, calling a special 

 meeting of stockholders of The B. F. Goodrich Co. to be held 

 at the office of the company on March 27, 1912, the undersigned 

 members of the Board of Directors desire to make the following 

 statements : 



1. We are all in favor of the execution and carrying out of 

 said agreement and the plan therein set forth, and we intend 

 at said meeting to vote in favor of the adoption of said agree- 

 ment, and other large stockholders have expressed a like 

 intention. 



2. The moneys referred to in said notice as being retained by 

 The B. F. Goodrich Co. are intended for the payment of the 

 necessary expenses, and also the dividend on the present pre- 

 ferred stock for the quarter ending March 31, 1912, and dividend 

 on the common stock. 



3. The adoption of the agreement involves the distribution or 

 payment to tlie holders of preferred stock of 1.2 shares of new 

 preferred stock or $120 per share in cash, at their option, and 

 to the holders of common stock of substantially 2.7 shares of 

 new common stock and $78 in cash for each share of the present 

 common stock. 



4. The holders of a controlling interest in the present stock 

 will become the holders of a controlling interest in the new- 

 stock, and the agreement also provides for the continuation of 

 the business under the present management. 



5. The propos'ed sale involves no commission or compensation 

 of any kind to any of the officers or directors of the company 

 and no officer or director of the company has any other than the 

 same financial interest that every other stockholder has in said 

 agreement and the sale therein provided for. 



6. The three stockholders, parties to the agreement, have 

 reserved, on behalf of all holders of the present common stock 

 desiring to join therein, the right to purchase from the bankers, 

 as stated in said notice, all or any part of 28,000 shares of the 

 new preferred stock at the par value thereof and accrued divi- 

 dends thereon from April 1, 1912. 



7. The legality of the plan outlined in the agreement has been 

 approved by counsel and said plan unanimously approved by the 

 undersigned, being all the members of the Board of Directors 

 except only C. C. Goodrich, who is abroad, but who has cabled 

 his concurrence therein. 



Upon the adoption of said agreement by the stockholders at 

 their meeting on March 27, 1912, all the stockholders will be 

 notified thereof, and proper forms will be sent them for the 

 purpose of indicating their election as to sale or conversion of 

 their preferred stock, and purchase of the 28,000 shares of new 

 preferred stock and for covering their other rights reserved in 

 said agreement. 



B. G. Work. C. B. Raymond. W. A. Means. 



F. H. Mason. H. E. Raymond. E. C. Shaw. 

 * * * 



Immediately upon the issue of these two notices a violent 

 movement took place in the market quotations for the stock. 

 The common stock, which had been selling at 257, went to 300 

 and then to 350. It then fell to 275 on the offering of large blocks 



