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THE INDIA RUBBER WORLD 



[June 1, 1912. 



A copy of the certificate of incorporation of The B. F. Good- 

 rich Co. (of New York), which contains provisions defining 

 the rights and priorities of the preferred stock of that company, 

 and copies of all of said above-mentioned agreements and other 

 papers may be examined by the stockholders at the office of 

 this company at any appropriate time before or during the 

 progress of the stockholders' meeting. 



The stock transfer books of the company have been closed by 

 order of the board of directors and will remain closed imtil 

 after the adjournment of the stockholders' meeting hereby called 

 when they will be reopened on a day to be fixed by the board 

 of directors. If the above-mentioned agreements shall be adopted 

 by the stockholders, the stock transfer books when reopened will 

 remain open for a period to be fixed by the board of directors, 

 and after the expiration of said period will again be closed, 

 probably permanently. Stockholders of record will be notified 

 of the action taken at the stockholders' meeting and of the date 

 for the opening and (if the same are again to be closed) the 

 date for the closing of said books. By order of the board of 

 directors, F. A. Hardy, President. 



W. B. Miller, Secretary. 



May 16, 1912. 

 To THE Stockholders of The Di.\mond Rubber Co.: 



In explanation of the accompanying notice of a special meeting 

 of the stockholders of The Diamond Rubber Co., to be held at 

 the office of the company, in Akron, at 12 o'clock noon, on May 

 27, 1912 (to which your attention is earnestly directed), the 

 members of the board of directors desire to communicate the 

 following information to the stockholders of the company: 



The notice of the stockholders' meeting refers particularly to 

 two agreements, viz.: (1) an agreement between this company 

 and The B. F. Goodrich Co. for the sale to the latter of the 

 property and good-will of this company (except certain reserved 

 moneys), in consideration of $15,000,000 par value, of the seven 

 per cent, cumulative preferred stock and $30,000,000. par value, 

 of the common stock of said company and (2) another agree- 

 ment between this company and the bankers named in said 

 notice (Goldman. Sachs & Co., Lehman Brothers and Klein- 

 wort Sons & Co.) for the sale to the Bankers of 75,000 shares 

 of the preferred stock and 30.000 shares of the common stock 

 of The B. F. Goodrich Co., if acquired by this company under 

 said first-mentioned agreement for $7,500,0(X) in cash and the 

 amount of the dividends accrued upon said 75,000 shares of 

 preferred stock. The complete performance of the two agree- 

 ments mentioned should leave in the hands of this company for 

 ultimate distribution to stockholders at least $8,000,000 of cash; 

 $7,500,000, par value, of the seven per cent, cumulative pre- 

 ferred stock of The B. F. Goodrich Co. (of New York) and 

 $27,000,000 par value of the common stock of the last-mentioned 

 company. This preferred stock will be entitled to cumulative 

 dividends at the rate of seven per cent, per annum from April 

 1, 1912, unless the transfer to the Goodrich Company is post- 

 poned beyond July 1, 1912. in which case the board of directors 

 of this company will declare the usual dividend of three and 

 one-half per cent, upon the existing stock of this company, pay- 

 able as of July 1, 1912, and the preferred stock of the Goodrich 

 company to be received by the stockholders of this company will 

 be entitled to dividends only from the last-mentioned date. The 

 preferred stock will be subject to call and redemption at 125 and 

 accumulated dividends, and, in any case of liquidation, to priority 

 in the distribution of the company's assets to the same extent. 

 The certificate of incorporation of The B. F. Goodrich Co. con- 

 tains various provisions designed to safeguard the interests of 

 holders of preferred stock. It also provides in substance that 

 until the holders of two-thirds in interest of each class of stock 

 shall otherwise direct, said company shall pay such amount of 

 corporate, franchise and property taxes in the State of Ohio as 

 may be required by the laws of that State, in order to render 

 the stock of the company exempt from taxes in Ohio. 



Previously to the negotiation of the two above-mentioned 

 agreements to which this company is a party, which are in sub- 

 stance parts of a single transaction, the bankers had purchased 

 for $7,800,000 cash, 78,000 shares of the preferred stock and 30,- 

 (X)0 shares of the common stock of The B. F. Goodrich Co., 

 which are part of the already issued stock of that company, and 

 the agreement between the bankers and The B. F. Goodrich Co. 

 (of Ohio) by which that purchase was made provided against 

 the sale or other disposition of any of the remaining shares 

 of the outstanding stock of The Goodrich Co., without the 

 consent of the bankers, during a certain period (which ex- 

 pires on November 11. 1912) or prior to an earlier date 90 

 days subsequent to the termination of a syndicate organized by 

 the bankers to purchase from them a portion of said stock. In 

 order to maintain the integrity of the agreement last referred 

 to, the bankers insisted that a corresponding provision should be 



inserted in the agreement between them and this company. It 

 is anticipated that the bankers will consent to the actual dis- 

 tribution of the stock of The B. F. Goodrich Co. to be received 

 by this company well in advance of the expiration of the period 

 covered by the agreement with them. 



By said agreement with the bankers, F. A. Hardy, the president 

 of this company, has secured, for the pro rata benefit of all 

 holders of the present stock of this company desiring to join 

 therein, the right to purchase from the bankers, referred to in the 

 notice, at par and accrued dividends at the rate of seven per 

 cent, per annum, all or any part of 25,000 shares of the preferred 

 stock of The E. F. Goodrich Co. Upon adoption of said agree- 

 ments by the stockholders of the company at their meeting to 

 be held May 27, 1912, if the same be adopted, all of the stock- 

 holders will be notified of the fact and proper forms will be 

 sent them to be used in subscribing for their respective shares 

 of these 25,000 shares of said preferred stock. By the same 

 agreement, Mr. Hardy also secures a certain, comparatively 

 small, contingent interest in a portion of the profits of a syndi- 

 cate to be organized by the bankers. Any benefit thus derived 

 is to be turned over to, or devoted to the use of this company 

 or otherwise for the advantage of the company or its stock- 

 holders, as the board of directors may determine. 



Neither the proposed sale of the company's property and 

 business nor the proposed resale to the bankers of a portion of 

 the preferred stock of The B. F. Goodrich Co. involves any 

 commission or compensation of any kind to any of the officers 

 or directors of the company personally, and no officer or director 

 of this Company has any interest in said transaction, other than 

 the same interest which every other stockholder has in his 

 proper proportion. 



The adoption by the stockholders of the agreements men- 

 tioned in the notice should result in the distribution or payment 

 to the holders of the present stock of this company of $80 per 

 share in cash, $75 per share in the seven per cent cumulative 

 preferred stock of The B. F. Goodrich Co., and $270 per share 

 in the common stock of said company. It is expected that,^ 

 almost immediately after the transfer of this company's prop- 

 erty, such cash payment will be made and assignable, but non- 

 negotiable certificates of interest (evidencing the stockholders' 

 right, when the agreement with the bankers shall cease to re- 

 strain the same, to receive the above-mentioned preferred and 

 common stock) will be delivered, upon surrender, by the stock- 

 holders, respectively, of the stock certificates evidencing their 

 several holdings of stock in this company. 



If the agreements be adopted and are carried out. the princi- 

 pal executive officers of this company will become officers of The 

 B. F. Goodrich Co. and will be elected to its board of di- 

 rectors, upon which the stockholders of this company will also 

 have such further representation as their holdings of stock may 

 equitably entitle them to enjoy. 



The legality of the transactions provided for in the agreement 

 and of the plan outlined in this letter has been approved by 

 counsel, and said agreements and plan are unanimously approved 

 bv the undersigned, who are all of the directors of the company. 

 F. A. Hardy, A. H. Marks, W. B. Miller, A. H. 

 NoAH, R. C. Lake, G. E. Norwood, O. C. Barber. 

 TROPOSED OFFICERS OF THE NEW GOODRICH COMPANY. 

 The proposed officers of the new Goodrich company are as 

 follows : F. A. Hardy, of Chicago, foriner president of The 

 Diamond Rubber Co., will be chairman of the board of directors ; 

 F. H. Mason, now vice-president of the Goodrich company, will 

 be vice-chairman of the board of directors ; B. G. Work, presi- 

 dent of the Goodrich company, will be president of the combined 

 companies ; A. H. Marks, vice-president and general manager 

 of the Diamond company, will hold the same position with the 

 new companj' ; E. C. Shaw, general manager of the works of 

 the Goodrich company, will be second vice-president and manager 

 of the works ; H. E. Raymond, secretary and sales manager of 

 the present Goodrich company, will hold the same position with 

 the new company ; W. B. Miller, secretary of The Diamond 

 Rubber Co., will be second vice-president and assistant sales 

 manager; C. B. Raymond, secretary of the Goodrich company, 

 will hold the same position with the new company. W. A. 

 Means, treasurer of the Goodrich company will hold the same 

 position with the new company. 



This latter position was offered to A. H. Noah, of The Dia- 

 mond Rubber Co., but he declined the offer and gave as his 

 reason that he desired to retire from active work of the com- 

 pany, but was prevailed upon to serve in an advisory capacity 

 for at least one year. These men, together with O. C. Barber 

 and C. C. Goodrich, will form the board of directors of the new 

 company. It is claimed that those who have held official posi- 

 tions with each company and who are not provided for in the 

 new list of officers and directors, will be taken care of and given 



