The Eastern Shipbuilding Company, New London, The Harlan & Hollingsworth Co., Wilmington, The Canada Manufacturing Company, Carteret, Statement as to bond issues. For $9,000,000.00 series A first mortgage, five per cent. sinking fund, gold bonds, due 19-, part of an authorized issue of $16,000,000.00, bonds of $1,000.00 each, $5,500,000.00 being withdrawn from public issue for disposal under the vendor's and subscribers' contracts, and $1,500,000.00 being reserved in the treasury of the company. Additional bonds may be issued only for the purpose of acquiring additional plants and equipment and for improvements and betterments, upon such terms and conditions as shall be approved by the holders of a majority of the bonds under the present issue outstanding at the time of such approval. Parties subscription-Terms. We, the undersigned, each for himself, with the Mercantile Trust Company for itself and for the United States Shipbuilding Company, and to and with each other, agree to subscribe to, receive and pay for the amount of five per cent. first mortgage, sinking fund gold bonds of the United States Shipbuilding Company of one thousand dollars each, set opposite our respective signatures hereto, at the price of $900.00 for each bond, twenty-five per cent. to be paid upon allotment and the balance upon the demand of The Mercantile Trust Company. We further agree to receive and pay for any smaller amount than that subscribed for which may be allotted to us respectively. The conditions of this underwriting agreement are as follows: Amount of bonds to be underwritten. (1) That this agreement shall not be binding upon the undersigned unless the entire amount of $9,000,000.00 of bonds shall have been underwritten. Public offer of sale. (2) That within such reasonable time as shall be fixed by The Mercantile Trust Company the said $9,000,000.00 of bonds, less any amount withdrawn by the underwriters, as hereinafter set forth, will be offered to the public, through such banker or bankers as shall be designated by The Mercantile Trust Company, for subscription at not less than ninety-five per cent. Combining with or subscription for trust company. (3) With the consent of The Mercantile Trust Company, any other concern may be included in this combination, or others substituted therefor, provided the working efficiency or values are not lessened or impaired. Effect of full public sale. (4) That, if the amount of bonds subscribed and paid for upon such public issues shall be at least equal to the amount of bonds so offered to the public, then all liability under this agreement shall cease. Effect of short sale to public. (5) That, in case the amount of bonds subscribed for upon such public offering shall be less than the total amount of bonds so offered to the public, or in case the bonds subscribed for upon such public issue shall not be paid for to an amount equal, at the rate of ninety-five per cent., to the total of such public offering, then such deficiency in subscriptions and payments will, upon the demand of The Mercantile Trust Company, be made good by the subscribers hereto in the manner aforesaid, pro rata in the proportion their subscriptions for bonds not withdrawn by them from public issue bear to the total amount of bonds so offered to the public. Bonus in preferred and common stock. (6) That each underwriter shall receive in preferred and common stock of the United States Shipbuilding Company twenty-five per cent. of the par value of the bonds hereby underwritten in each kind of stock, and also that all the proceeds, not to exceed five per cent. realized from the sale of the bonds. at public issue in excess of ninety per cent., after deducting issue expenses, shall belong to the underwriters. Withdrawal from public issue. (7) That any underwriter shall have the option of withdrawing from the public issue any of the bonds hereby underwritten by him, provided that he notify The Mercantile Trust Company five days prior to the date fixed for the public issue, that he elects to purchase said bonds, provided that, in the pro portion of the bonds so purchased, he waives his said right to participate in the cash proceeds realized from the public issue. Underwriters sale of bonds or stock. (8) That no underwriter shall sell or offer for sale the bonds so purchased, nor any of the bonus shares he receives until twelve months after the date of payment, without the consent of The Mercantile Trust Company. New York, 19-. Addresses. Bonds Underwritten. Form 3161. Subscription Agreement of Underwriters' Syndicate of Corporate Bonds With Stock Bonus. Memorandum of agreement entered into by and between the Eastern Tube Company, a corporation of the state of West Virginia, hereinafter designated as the "tube company," the Waterworks Construction Company, a corporation of the state of New Jersey, hereinafter called the "construction company," -, of the borough of Manhattan in the city of New York, hereinafter called "fiscal agent," and the several personal signers hereof, hereinafter called "subscribers." Preamble-Existing conditions and purpose. Whereas, the Tube Company had heretofore created a mortgage to secure the issue of $1,000,000.00 six per cent. 25 year sinking fund gold bonds, of which there had been issued to the construction company for constructing the plant of the tube company, leaving in the treasury of the tube company $250,000.00 of said bonds, which it is proposed to issue, pursuant to the terms of said mortgage, "for the purpose of supplying said company with additional working capital," and, Subscription and terms. Whereas, the undersigned subscribers do hereby (each for himself, and not for any of the others) agree with each other, and separately with the tube company and the construction company to subscribe for such bonds to the extent set opposite their respective signatures hereto, and each agree to purchase the same, and to pay therefor, at par and accrued interest, at the time, and in the manner, and under the conditions hereinafter set forth. When binding. This subscription shall become binding only when bonds equaling $250,000.00 par value shall have been subscribed for. Payment. of Payment for the said bonds shall be made on the 19-. Stock bonus to subscribers. day The construction company, being a considerable holder of the securities of the tube company, and largely interested in its success, does agree, in consideration of said subscriptions, to deliver to each of the subscribers, upon payment being made, an amount of the seven per cent. cumulative preferred stock of the said tube company equaling twenty-five per cent. and an amount of the common stock of the said tube company equaling seventy-five per cent. of the par of such subscription. Private sale of bonds. The fiscal agent shall have the right, subject to the provision of paragraph 6 hereof, and is hereby authorized, at any time prior to 90 days before the date named for such payment, to sell at private sale any or all of said bonds at par, for account of the subscribers, accompanied by stock in an amount not to exceed of preferred stock twelve and one-half per cent. and of common stock thirty-seven and one-half per cent. of the par value of the bonds so sold; and the remainder of the stock, provided by paragraph 3 to accompany said bonds, shall be divided among the subscribers proportionately to the amount of their underwritings. Public offer and sale-Consideration. 19 Should the said bonds, or all of them, not have been sold by said fiscal agent prior to the - day of there shall be issued, without expense to the subscribers hereto, in good form and manner, by publication or otherwise, a prospectus, dated New York,. offering for public subscription the said bonds (or so many of them as shall not have been previously sold), accompanied by not to exceed twelve and onehalf per cent. in preferred stock and thirty seven and one-half per cent., in common stock of the par value of bonds so offered. Said prospectus to be published at least three successive days, unless subscription should be sooner filled, in at least two daily newspapers in each of the cities of Philadelphia, New York, and Pittsburg. If all the bonds offered by such prospectus shall be taken by outside subscriptions, and paid for, or subscribed for by responsible parties satisfactory to the fiscal agent, within 10 days after the first publication of said prospectus, the subscribers shall not be required to take up any of the said bonds by us underwritten. If any of the bonds offered as aforesaid are not taken and paid for, or subscribed for by responsible outside parties satisfactory to the fiscal agent, within 10 days after the first publication of prospectus, the subscribers will, on the day of, 19-, take and pay for at par such proportion of such remaining bonds as the amount of bonds underwritten by us bears to the total amount of bonds offered by the prospectus. Subscribers' withdrawal-Conditions. The right is reserved to any subscriber hereto, at any time prior to the public offering above referred to, to withdraw his bonds from such offering by written notice to the fiscal agent, and payment therefor, at par and accrued interest; and in case of such withdrawal and payment the subscriber shall receive his bonds and the accompanying stock, and shall agree not to offer the same for sale prior to 19-. Assignment of contract as collateral for loan. The subscribers' consent to the assignment of this contract by the tube company to any financial institution or institutions as collateral security for a loan of money, not exceeding the amount of the par value of said bonds, at any time before the day of, 19-, and in the event of such assignment, such financial institution shall be subrogated to all the rights of the tube company under and pursuant to this agreement. Delivery and payment. Deliveries and payments at the office of the tube company, Room 304 Standard Oil Building, New York City. In Witness Whereof, the corporations, by their respective presidents, attested by their secretaries respectively who have hereunto affixed their respective corporate seals. Eastern Tube Company, By President. (Corporate Seal) |