OCR Text |
Show SPECIAL STOCKHOLDERS' MEETING. Notice Is hereby given that a special H meeting of the stockholders of the Keith-O'Brien company, a corporation. H cv'lll be had and held at the office of said company, at its place of business, State Jtreet and Broadway, Salt Lake City, ! Utah, on Tuesday, the 26th day of ugust, 1013. at the hour of three y clock p. m. of said day. 1 Said meeting v.'lll be had and held for the purpose of considering the ad-disability ad-disability of amending the articles of incorporation, and, If deemed advisable, to amend the said articles of incorpora- H Lion in the following respects: H To amend Article VI of said articles 3f Incorporation, so as to read as fol- H "Article VI. The amount of the capi- H tal stock of this company shall be $950,-000.00, $950,-000.00, divided into 0500 shares of the H face or par value of $100.00 each. The H Kild capital stock shall consist of three classes as follows: 4500 shares thereof H shall be known and designated as Class A preferred stock; 2500 shares thereof H as Class B preferred stock, and 2500 l shares thereof as common stock. The holders of Class A preferred stock shall be entitled to receive, when and. as declared from the surplus or net earnings of the corporation, yearly divi-dends divi-dends at the rate of 8 per cent per annum, payable semi-annually, on the dates to be fixed by tho by-laws, or by H resolution of the board of directors. IH The dividends on Class A preferred stock shall be cumulative and shall be payable before any dividends on Class B preferred stock, or the common 3tock. shall be paid or set apart, so that, if, for any year, dividends amounting to 8 per cent shall not have been paid there- H on, the deficiency shall be payable be- H foro any dividends shall be paid upon. or eet apart, on tho Class B preferred or the common stock. "Whenever cumulative dividends on the Class A preferred stock for all previous years shall have bean declared and shall have become payable and the accrued semi-annual installments for the current year shall have been declared and the company shall have paid ouch declared cumulative dividends for previous years, and such accrued 3eml-annual install-ment install-ment upon Class A preferred stock, and shall have set aside from its surplus or net profits a sum sufficient for the pay- ment thereof, the holders of Class B pre- H ferred stock shall bo entitled to receive, jH when and as declared from the remain-ing remain-ing surplus or net profits of th cor- H poratlon, after tho payment of the cumu-latlve cumu-latlve dividends and the accrued semi-annual semi-annual Installment upon Class A pre-ferred pre-ferred stock, as aforesaid, yearly divi-dends divi-dends at the rate of 6 per cent per an-num, an-num, and no more,' payable semi-annual- H The dividends on the Class B preferred stock shall also be cumulative and shall 'H be payable before any dividends on the common stock shall be paid or set apart, so that, If, for any year, dividends amounting to 6 per cent shall not have J been paid on said Class B preferred stock, the deficiency shall be payablo before any dividends shall be paid up-on up-on or set apart for the common stock. ,H Whenever all cumulative dividends on :H the preferred stock, both Class A and H Class B, for all previous years, shall H have been declared, and shall have be-come be-come payable, and tho accrued semi-annual semi-annual Installments for all the preferred stock for the current years shall have been declared, and the company shall have paid such cumulative dividends for previous years upon both classes of pre-ferred pre-ferred stock, in the order aforesaid, and also such semi-annual installments thereon, as aforesaid, or shall havo set aside from its surplus or net profits a sum sufficient for the payment thereof. as aforesaid, the board of directors may declare dividends out of the net profits and earnings of said corporation, pay-able pay-able at such time as may be by reso-lution reso-lution of the board of directors provided to the holders of Class A preferred stock and common stock of the company equally; that Is to say, Class A pre-ferred pre-ferred stock shall share equally with the common stock in the distribution of any such d hi dends. In case of any liquidation, dissolution. or winding up. whether voluntary or in-voluntary, in-voluntary, after the payment to the hold-ors hold-ors of Class A preferred stock shall be paid the par amount of such preferred shares, together with accumulated divi- jH dends thereon, before any amount shall be payable to the holders of Class B preferred stock, or common stock, and shall likewise be paid such par amount of such preferred shares before the pay-ment pay-ment of any Indebtedness of the com-pany. com-pany. created or contracted subsequent to the Issuance of such Class A pre-ferred pre-ferred stock. In case of any liquidation, dissolution, or winding up. whether voluntary or In-voluntary, In-voluntary, after th payment to the hold-ers hold-ers of Class A preferred stock, at the par amount of such preferred shares, to-gether to-gether with accumulated dividends there-on, there-on, as above provided, the holders of Class B preferred stock shall be paid. the par amount of such Class B 'pre- 6 ferred shares, together with accumulated dividends thereon, prior to the dlstribu-tion dlstribu-tion of any of the assets or funds of tho corporation among the holders of the common stock. Class A preferred Btock. and aie pres-ent pres-ent outstanding preferred stock, which tM shall be known hereafter as Class B. preferred stock, shall have no right to vote at, or participate in, the proceed-ings proceed-ings of any meeting of the stockholders of the company, either general or spe- jH cial; but the holders and owners of the common stock of the company Bhall have JM the sole rlght to participate in any such stockholders' meeting, either ffeneral or special, and vote the shares of the com-mon com-mon capital stock of the company, for the election of directors and far the transaction of all other business of tho company." H And also, If the said articles shall he amended in the foregoing partloulars, to authorize and direct the board of dlrec-tors dlrec-tors of Bald company to cause the nee- jH essary documents evidencing such amendment to be filed with the proper countv and state officials of the state of Utaii. , , tJ Said meeting will also be had ana nela IH for the purpose of transacting such oth-er oth-er business as shall lawfully come before IH This meeting is called pursuant to a resolution of the board of directors of Keith-O'Brien company. , . H JENNIE) B. SrORGAN, Secretary. |