June 1, 1912.] 



THE INDIA RUBBER WORLD 



433 



we have no racing types. The Maxwell that won the light car 

 race at Santa Monica used Ajax tires and got through with 

 a minimum of tire trouble. Ajax shoes were on the Maxwell 

 cars that took the main prizes in the most recent Glidden tour 

 and on a perfect score Columbia, too." 



THE RUBBER TRADE IN AKRON. 



By a Resident Correspondent. 

 MERGER OF GOODRICH AND DI.AMOXD RUBBER COMPANIE.S. 



THE officers of The B. F. Goodrich Co. and The Diamond 

 Rubber Co. have completed an arrangement whereby these 

 two companies are to be consolidated as one plant under the 

 name of The B. F. Goodrich Co., with a capitalization of $90,- 

 000,000. This is done for the purpose of economizing the cost 

 and sales expenses and to give additional financial prestige. 



The following is the notice sent to the stockholders of The 

 B. F. Goodrich Co. : 



Akron, Ohio, May 18, 1912. 

 To THE Stockholders of The B. F. Goodrich Co., .\n Ohio 



CoRPOR.iiTION : 



You are hereby notiiied that the contract unanimously adopted 

 by the stockholders of The B. F. Goodrich Co., an Ohio corpo- 

 ration, at their meeting held on Monday, March 27, 1912, has 

 been fully performed, and all of the property and assets of every 

 nature and description of the Ohio corporation have been con- 

 veyed and transferred in accordance with said contract to The 

 B. F. Goodrich Co., a New York corporation, and the agreed 

 amounts of stock of the latter company, both preferred and 

 common, have been issued to The B. F. Goodrich Co., an Ohio 

 corporation, and (except such amount of said stock as has 

 been sold to the Bankers pursuant to the terms of said agree- 

 ment) will be held by it for the period mentioned in said contract 

 before being distributed to its stockholders. 



In the meantime, the board of directors of the said New York 

 corporation, on which board are all the officials and a majority 

 of the directors of the Ohio company, have unanimously author- 

 ized (subject to the approval of the stockholders of the New- 

 York corporation) a contract dated May 8, 1912, providing for 

 the purchase by the New York corporation of all the property, 

 assets and good will of the Diamond Rubber Co., of Akron. 

 Ohio (save certain reserved moneys), in consideration of the 

 issuing by the New York corporation, in full payment therefor, 

 of $15,000,000 of its increase preferred stock,- and $30,000,000 

 of its increase common stock, and a certain other contract dated 

 the same day between the said New York corporation and The 

 Diamond Rubber Co., Goldman, Sachs & Co., Lehman Brothers, 

 Kleinwort Sons & Co. and L. A. Hardy, and certain notes, let- 

 ters, memoranda and other papers supplemental to said contracts 

 have been delivered. These contracts and other papers sup- 

 plemental thereto, copies of which are on file and may be seen 

 at the New York and Akron offices of the New York corpora- 

 tion, will be submitted to the stockholders of the New York 

 corporation at a meeting thereof duly called and to be held on 

 June 3, 1912, at the New York office of the company, at which 

 meeting resolutions will be offered authorizing and providing 

 for the increase of the capital stock (both preferred and com- 

 mon) of the New York corporation to the amounts required to 

 perform said contract of purchase. The officers and directors 

 of the Ohio company heartily approve and recommend said 

 contract. 



All present issued preferred and common shares of the New 

 York corporation (saving only that issued to the bankers and 

 their nominees under contract bearing date March 16, 1912, and 

 twenty shares subscribed and paid for by the incorporators of 

 s?id corporation) stand of record in the name of The B. F. 

 Goodrich Co., an Ohio corporation, and will be voted at said 

 n-eeting by said company. But before voting said shares of 

 stock of the New York company in favor of said contract for 

 the purchase of the property and assets of said The Diamond 

 Rubber Co., and for the increase of the capital stock of the New 

 York corporation The B. F. Goodrich Co. (of Ohio) and its 

 officers desire the approval of their action by the company's stock- 

 holders of record at the time of tlie closing of its books on April 

 6, 1912, for the reason that the shares of said preferred and 

 common stock held by the company are at the expiration of the 

 time limited in the agreement of March 16. 1912. to be distrib- 

 uted among the stockholders of the Ohio corporation. 



You are, therefore, requested to execute and mail to C. B. 

 Raymond, secretary of The B. F. Goodrich Co., an Ohio cor- 



poration, at Akron, Ohio, the enclosed consent, in the enclosed 

 stamped envelope. 



As time is of the essence of the contract with The Diamond 

 Co., it is extremeiy important that the enclosed consent should 

 be signed and returned immediately and, therefore, your prompt 

 attention to this request is desired. 



Very truly yours, 

 7 he Ji. F. Goodrich Co., An Ohio Corporation. 



B. G. Work, President. 



C. B. Raymond, Secretary. 



The following is the notice sent to the stockholders of The 



Diamond Rubber Co. : 



May 16, 1912. 

 To THE Stockholders of The Diamond Rubber Co. : 



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

 holders of The Diamond Rubber Co. will be held at the office 

 of the company, in Akron. Ohio, on Tuesday. May 27. 1912, at 

 twelve o'clock noon. Said meeting is called for the purpose of 

 (1) taking into consideration and determining whether to adopt 

 a certain agreement, dated as of May 8, 1912, authorized by the 

 board of directors subject to the action of the stockholders of 

 the company, providing for the sale and transfer to The B. F. 

 Goodrich Co. (a corporation of the State of New York) of the 

 entire property, assets, rights, busines ; and good-will of The 

 Diamond Rubber Co. (except only certa'n sums of money which, 

 pursuant to said agreement, are to be oi may be retained by this 

 company) subject, however, to all of 'he liabilities and other 

 obligations of The Diamond Rubber Co. existing at the time of 

 such transfer all whereof are to be assun.cd by The B. F. Good- 

 rich Co. and the payment by The B. 1 Goodrich Co. to this 

 company, in consideration of such transfer, of one hundred and 

 fifty thousand (150.000) shares, of the aggregate par value of 

 fifteen million dollars ($15,000,000) of its seven per cent, 

 cumulative preferred stock, and three hundred thousand (300,- 

 000) shares, of the aggregate par value of thirty million dollars 

 ($30,000,000) of its common stock; said agreement providing, 

 also, that The B. F. Goodrich Co., at the time of such transfer 

 and delivery of stock, shall be the owner of all of its present 

 property and assets (except such as may be alienated in the 

 usual course of business) and shall not have outstanding in ex- 

 cess of one hundred and fifty thousand (150.000) shares ($15,- 

 (X)0.(X)0 par value) of preferred stock and three hundred thousand 

 (300,000) shares ($30,000,000 par value) of common stock, in 

 addition to the stock to be delivered to this company; (2) taking 

 into consideration and determining whether to adopt another 

 certain agreement, likewise dated as of May 8, 1912, and author- 

 ized by the board of directors subject to the action of the stock- 

 holders of the company, providing for the purchase from this 

 company by Goldman, Sachs & Co., Lehman Brothers and Klein- 

 wort Sons & Co. (herein called the "Bankers"), of seventy-five 

 thousand (75.000) shares of the preferred stock of The B. F. 

 Goodrich Co. and thirty thousand (30.000) shares of the com- 

 mon stock of said company, if received by this company under 

 said agreement with The B. F. Goodrich Co.. for the sum of 

 seven million five hundred thousand dollars ($7,500,000) in cash, 

 and the amount of accrued dividends, at the rate of 7 per cent, 

 per annum, upon such 75,000 shares of preferred stock, and, in 

 case of the consummation of said purchase by the bankers, secur- 

 ing to F. A. Hardy an option to repurchase at par and accrued 

 dividends, at the rate of 7 per cent, per annum, all or any part 

 of twenty-five thousand (25,(X)0) shares of said preferred stock 

 .".nd also a certain contingent interest in a portion of the profits, 

 if any. realized by a syndicate to be organized by said Bankers ; 

 (3) taking into consideration and determining whether to ap- 

 prove and adopt certain notices, letters, memoranda and other 

 papers supplemental to said above-mentioned agreements, relat- 

 ing to proceedings thereunder or with respect thereto and pro- 

 viding, among other things, that from and after May 15, 1912, 

 said agreements shall be unconditional and absolute agreements, 

 subject only to action thereon by the stockholders of said com- 

 panies respectively and to the rights to terminate the same 

 reserved to the parties thereto respectively; and (4), if said 

 agreements above mentioned shall be adopted at said Stock- 

 holders' Meeting, taking any further action that may be neces- 

 sary or appropriate to efYect the intent and purposes of said 

 agreements. Said agreement between this company and said 

 Bankers provides, ar.iong other things, that none of the stock 

 of The B. F. Goodrich Co., received by this company or by its 

 stockholders, shall be sold, distributed or otherwise disposed of, 

 except with the consent of the Bankers, so long as the disposition 

 of a like portion of the existing stock of The B. F. Goodrich Co. 

 is restrained by a similar agreement heretofore entered into 

 between the same Bankers and the B. F. Goodrich Co. (of Ohio). 

 The maximum period during which this limitation can be op- 

 erative is six months from Mav 11. 1912. 



