corporation at the price of $25.00 per share to the extent of the dividends payable to them on, 19-. The Equitable Trust Company of New York, transfer agent, will deliver to each of the holders of common stock, class A, entitled to the dividend payable, 19-, common stock, class A, or scrip certificates therefor, equivalent in amount, taken at $25.00 per share, to the number of dollars of dividends to which each such stockholder would be entitled, unless advised by such stockholder on or before, 19, that such stockholder does not exercise the right of subscription to which he is entitled and requests the payment of the dividend in cash.

(Involved in Bodell v. General Gas & Electric Corporation (Del. Ch.), 132 Atl. 442.)

Whereas, this company has expended moneys of its earnings of the company equal in amount to eighty per cent. of the capital stock, for the purpose of constructing and equipping its railroad, and in the purchase of real estate and other properties, with a view to increase its traffic; and whereas in order that the stockholders may have evidence of such expenditure and be entitled to reimbursement of the same at some convenient future period,

It Is Therefore Resolved, That a certificate signed by the president and treasurer of the company be issued to the stockholders severally, declaring that such stockholder is entitled to eighty per cent. of the amount of the capital stock held by him, payable ratably with the other certificates issued under this resolution, at the option of the company, out of its future earnings, with dividends thereon at the same rates and times as dividends shall be paid on the capital stock of the company, and that such certificates may be, at the option of the company, converted into stock whenever the company shall be authorized to increase its capital stock to an amount sufficient for such conversion.

(Construed in Bailey v. New York Central &c. R. Co., 22 Wall. (U. S.) 604, 22 L. ed. 840.)

Form 3123.

Declaring Dividends-Scrip Dividends-Another Form. Resolved, That for the purpose of dividing among the common stockholders of the company the amount standing upon its

books to the credit of profit and loss, the amount has been heretofore earned by the company and expended in permanent additions to and improvements of the company's property, instead of being used in the payment of dividends, the board of directors be, and they hereby are, authorized in their discretion, to issue dividend obligations or certificates in amounts of $100.00 or multiples of that amount, bearing, in lieu of interest on each $100.00, of the certificates, the dividends payable on each share of the common stock of the company at the several dates when such dividends shall be payable, and entitled in any division of the assets of the company to share in a corresponding proportion of the same.

Fractional part.

For the fractional part of $100.00, to which any stockholder may be entitled, there shall be issued to him a certificate of dividend scrip, which certificates may be converted at the option of the holder into dividend obligations when presented in sums of $100.00, but which shall not be entitled to interest or a share of the dividends until so converted.

(Boyer's Appeal, 224 Pa. St. 144, 73 Atl. 320.)

No.

Form 3124.

Scrip Dividend Certificate.

E. P. Gleason Manufacturing Company.

This certifies that is entitled to nine hundred thirty-five dollars and twenty-nine cents, Scrip Dividend, representing the undivided earnings on Certificate No. of the E. P. Gleason

Manufacturing Company for the year 19—.

This dividend is payable at the pleasure of the company, and in case of surrender of certificate of stock on which it is issued, this certificate is to be surrendered with it.

President.

Secretary.

(Billingham v. E. P. Gleason Mfg. Co., 91 N. Y. S. 1046.)

Form 3125.

Declaring Dividend Out of Surplus Arising from Increase

of Value.

Whereas, Pursuant to the action of this board a complete inventory and appraisal of the property, plant, equipment, fixtures, stock, material and all other assets of the company has been made as of, 19, showing a net surplus of $56,541.72, and

Whereas, The company has unissued common capital stock of the aggregate par value of $88,200.00; which this Board has the right to issue and dispose of;

And Whereas, Upon consideration of said inventory and appraisal, a copy of which has been laid before this meeting, and the balance sheet of which is now hereby ordered to be spread upon the minutes of this meeting, and upon consideration of all other relevant facts and circumstances, this board does now hereby find and determine that the figures set forth in said inventory and appraisal are true and correct in respect of each item therein; that said inventory and appraisal is complete and no item has been omitted therefrom which might in any wise affect the result shown thereby; that this company has assets in the amount of $683,342.01, liabilities in the sum of $365,000.29, and a net surplus in the amount of $56,541.72 (which three amounts so mentioned are the figures therefor in said inventory and appraisal), and that said amounts are the fair and reasonable value of said assets and of said net surplus; it is

Therefore Resolved, That a dividend payable in the unissued common capital stock of the company be and the same hereby is declared in the sum of $50,830.00 par value of said common capital stock (being twenty-four per cent. of the par value of the outstanding common capital stock) to be so paid to the stockholders of record on, 19-, and that the shares of stock so ordered to be issued shall be paid for in full by transferring from the surplus account of the company to the capital account of the company, the said sum of $50,830.00.

Resolved Further, That the president and secretary of the company are directed to issue certificates for said shares to the stockholders aforesaid, or the assignees or nominees of any of them, and the books and accounts of the company are directed and required to be adjusted and set up in accordance with the finding and determination and direction of this resolution, being

the balance sheet aforesaid which shows the conditions after the objects of this resolution shall have been accomplished.

Form 3126.

Declaring Dividends-Residue of Profits to Working Capital.

Resolved, That a dividend of one hundred fifty per cent. on the capital stock of this company be declared, out of the earnings of the year 19-, payable as follows: Thirty-seven and one-half per cent. on, 19; thirty-seven and one-half per cent. on -, 19-; thirty-seven and one-half per cent. on, 19—; thirty-seven and one-half per cent. on- 19, to stockholders of record at the close of business on the day preceding each. of the aforesaid dates, respectively, and that the residue of the accumulated profits of the company be reserved as working cap

ital.

(Construed in Beattie v. Gedney (Del. Ch.), 132 Atl. 652.)

Form 3127.

Declaring Dividends-Certificates Indorsed.

Resolved, That the sum of $100.00 per share be distributed to the stockholders of this company, as they appear of record upon its books, upon production of the certificate therefor to Drexel & Co., in order that the amount of said payment may be indorsed thereon.

Resolved, That all such payments be made by check marked as, On account of liquidation of this company.

Resolved, That Drexel & Co. be requested, upon presentation of the certificates for that purpose, to stamp upon each certificate an indorsement showing the amount paid per share and date of such payment.

Resolved, That the president and treasurer of this company be authorized, upon receipt of the remaining payment stipulated for in the agreement with the Railway Steel Spring Company, and of the other amounts due this company, to make from time to time further distributions to the stockholders of this company in liquidation of its assets in the same manner as provided in the foregoing resolutions.

Resolved, That we approve of the sending to the stockholders the letter prepared by the president announcing the liquidation together with the form of letter to Drexel & Co., and of the receipt by them for the certificates, as follows: (Here insert.) (From Ferry v. Latrobe Steel Co., 155 Fed. 161.)

Form 3128.

Declaring Dividends Payable in Instalments.

Whereas, this corporation now has a surplus of more than three hundred and fifty thousand dollars ($350,000.00) over and above its liabilities, and it is proper, right and equitable to distribute a portion of said surplus among the present stockholders of this corporation, but it would be unwise to do so in such manner as to injure the credit of this corporation.

Declaring dividends payable in instalments.

It is therefore resolved that a dividend be declared from the surplus of this corporation in words following, that is to The Burgess Mills, a corporation organized under the laws of the state of Rhode Island, doing business in Pawtucket, in the county of Providence in said state, this

say:

day of

A. D. 19—, hereby declares a dividend of fifty per cent. on the present outstanding capital stock of the corporation, payable to the shareholders of said corporation of record this date in manner following: Five per cent. on said outstanding capital stock on 19-; five per cent. on said outstanding cap

ital stock on capital stock on capital stock on capital stock on capital stock on capital stock on capital stock on capital stock on

capital stock on

Payments postponed and are anticipated.

Provided, however, that the board of directors of said Burgess Mills shall have the power, if they deem it necessary for the financial integrity of said corporation, to postpone the due date of any instalment or instalments of said dividend to any