and debentures pro rata to the stockholders at such time or times and in such manner as the said board of directors, in its sole discretion, deems expedient; and,

Whereas, the board of directors deems it expedient to issue second mortgage five per cent. Serial Gold Bonds to be dated as of, 19, in the aggregate principal amount of

dollars, to be secured by a trust mortgage on property situated in the city of, State of Michigan, commonly known as the subject and inferior only to the first trust mortgage dated 19-, for the sum of dollars given by and —, his wife, as mortgagors, to the Guaranty Trust Company of Detroit, a corporation organized and existing under the laws of the State of Michigan, and, of Detroit, Michigan, as trustees, which mortgage was recorded on the day of, 19-, in Liber County Records;

of Mortgages, page

Now, therefore, by virtue of the

authority vested in the board of directors by article eleven of the articles of association and in pursuance of the resolution of the stockholders hereinbefore mentioned.

Bonds distributed to stockholders.

It Is Resolved, That a bonded indebtedness of this company in the amount of - dollars be created for the purpose of creating bonds to distribute to the stockholders, and that the vicepresident and secretary be authorized to execute and issue in the name of this company and under its seal its Second Mortgage Five Per Cent. Serial Gold Bonds, to be dated as of -——————, 19—, payable six years from date hereof, in denominations, maturities, terms and tenor approved by them, and that they be further authorized to make, execute and deliver in the name of this company and under its seal, a trust mortgage to the trustee, for the purpose of securing the payment of the principal and interest of said second mortgage bonds and of even date therewith covering the land, premises and property situated in the city of, State of Michigan, described as follows:

(Here describe premises.)

as

together with the apartment building situated thereon, and all the hereditaments and appurtenances thereunto belonging or in anywise appertaining and the rents, profits and issues thereof and other goods, chattels and personal property situated and placed in said apartment building, subject however, to a certain. first trust mortgage dated lars given by and

19-, for the sum of dolhis wife, as mortgagors, to the

Guaranty Trust Company of Detroit, a corporation organized and existing under the laws of the State of Michigan, and of Detroit, Michigan, as trustee, which mortgage was recorded on — in Liber of Mortgages, in page

Coun

ty Records, said trust mortgage to be in such form and language and contain such terms as shall be approved by them and the said Trustee.

(Form from JOHN P. NEUDORFER, Detroit, Mich.)

Form 3256.

Increase of Bonded Indebtedness.

Whereas, in the opinion of the holders of more than twothirds of the subscribed and issued capital stock of this corporation, it is for the best interests of this corporation and the stockholders thereof, to so increase (if the same shall constitute an increase) the bonded indebtedness of this corporation in the amount set forth in this resolution, viz.:

Stockholders resolution creating bonded indebtedness.

Now Therefore Be It Resolved, That such bonded indebtedness of this corporation is hereby created in an aggregate principal amount of three hundred thousand dollars ($300,000.00) thereby increasing (if the same shall constitute an increase) the bonded indebtedness of this corporation from the amount of one hundred thousand dollars ($100,000.00) heretofore authorized and now outstanding, to the amount of four hundred thousand dollars ($400,000.00) for the purpose of effecting the retirement, refund, cancelation and payment of said present existing bonded indebtedness of this corporation, and for such other uses and purposes of this corporation authorized by its articles of incorporation as the board of directors of this corporation shall determine; and as evidencing such bonded indebtedness, that there shall be issued in the name and under the seal of this corporation, the First Mortgage Seven Per Cent. Sinking Fund Gold Bonds of this corporation in the amount of three hundred thousand dollars ($300,000.00), said bonds to be three hundred thirty (330) in number, whereof two hundred seventy (270) of said bonds, to be numbered consecutively from M-1 to M-270 both inclusive, shall be of the denomination of one thousand dollars ($1,000.00) each, and sixty (60) of said bonds, numbered consecutively from D-1 to D-60, both inclusive, shall be of the

denomination of five hundred dollars, ($500.00) each; that said bonds bear date as of the day of, 19-; that the principal of each of said bonds be payable to the bearer or to the registered holder thereof, if the same be registered, at PacificSouthwest Trust & Savings Bank, in the city of Los Angeles, State of California, and that the interest thereon be made payable to the bearer at said Pacific-Southwest Trust & Savings Bank, in the city of Los Angeles, State of California, or at Bankers Trust Company in the city of New York, State of New York at the option of the holder of said bonds; that said bonds shall be payable in gold coin of the United States of America of or equal to the standard of weight and fineness existing on the day of 19 (or in other lawful money of the United States equal in value to such gold coin); that each of said bonds shall bear interest at the rate of seven per cent. per annum, payable in like gold coin, semi-annually, on the first day of March and the first day of September in each year; that all of said bonds shall be due and payable on the day of 19; that each of said bonds shall have indorsed thereon a certificate to be signed by the trustee and a form for the registration thereof; that said bonds and the coupons, trustee's certificate, and indorsement for registration thereon respectively, shall be drawn and issued in such form and terms as shall be determined by the board of directors of this corporation; that all of said bonds and the interest coupons attached thereto shall be secured by a mortgage or deed of trust to Pacific-Southwest Trust & Savings Bank of Los Angeles, California, or to such other trustee and in the form and covering such property of this corporation as may be determined by the board of directors of this corporation; and that any further acts or things to be done or performed by this corporation with respect to any of said bonds or any of the coupons attached thereto, or said mortgage or deed of trust, or the terms or form of any thereof, or otherwise, shall be done in the manner and form designated or determined by the board of directors of this corporation.

Form 3257.

Stockholder's Protest Against Bond Issue.

The stockholders and debenture mortgage bondholders of the Wabash Railroad Company, in special meeting assembled at Toledo, Ohio, 19-, pursuant to a call signed by the presi

dent and secretary of said company, dated New York,

Take notice:

19

The undersigned, the holder of one thousand shares of the common capital stock of the Wabash Railroad Company, hereby protests against any action being taken at this meeting, or any adjournment thereof, by the stockholders or debenture mortgage bondholders of that company, which attempts or purports to authorize, in any manner or to any extent, the carrying out of the plan to issue new four per cent. fifty-year mortgage bonds and preferred and common stock of the company in exchange for the debenture mortgage bonds as set forth in the call for this meeting, and the explanatory circular issued by the president and secretary of said company under date of, 19—, for the following reasons, among others:

Part of issue void.

1. In the circular issued by the said company under date. of, 19, it is proposed to issue to the holders of $30,000,000.00 mortgage debenture bonds, upon which interest is payable only if earned, and upon $26,500,000.00 of which no interest has ever been paid, $21,262,500.00 of the proposed new four per cent. fifty-year mortgage bonds, $15,210,000.00 of preferred stock and $15,210,000.00 of common stock, or new bonds and stock to the amount of $51,682,500.00 to retire the $30,000,000.00 of debenture bonds, and to the extent of $21,682,500.00 the new stock will be fictitious, without consideration and void.

Constitutional and statutory provisions.

2. The constitution of the state of Missouri provides that capital stock can only be issued for money paid, labor done or property actually received, and that all fictitious increase of stock is void, and the laws of the other states wherein said company is incorporated, to wit: Ohio, Indiana, Illinois, Michigan and Iowa provide that capital stock can only be issued at par for money or property at its fair value.

Altering stockholder's position.

3. The said proposition alters the position of the present stockholders in the following respects, among others:

(a) The changing of a noncumulative, nonpaying bond, the principal of which does not become due until 19-, into a bond with a fixed interest charge, which, if not paid, will subject the property to foreclosure and the capital stock to extinguishment. (b) It places ahead of the present common stock $15,210,

000.00 of preferred stock, upon which dividends of seven per cent. must be paid before the common stock may receive anything, and to the extent of $6,472,500.00 the proposed issue of preferred stock will be without any consideration, thus diluting that class of stock and depreciating the value of both the preferred and common stock.

Stockholder's injury.

(c) It is proposed to issue $15,210,000.00 of common stock without consideration, thereby diluting and making less valuable the present common stock.

4. The debenture mortgage bondholders are disqualified to vote upon this proposition, which contemplates their advantage and enrichment to the injury of the present stockholders, and changing the position of the mortgage bonds from a noncumulative, nonpaying security to that of a foreclosable mortgage bond with a definite fixed charge.

I respectfully request that the foregoing protest be entered in full upon the minutes of this meeting, and it is herewith handed to the secretary for that purpose.

Toledo, Ohio,, 19.

By his Proxy and Attorney,

(Construed in Pollitz v. Wabash R. Co., 167 Fed. 145.)

Form 3258.

Subscription for Bonds.

I, the undersigned, hereby subscribe for $

worth of eight per cent. participating ten year Gold Bonds of the Republic Finance Corporation, dated 19-.

And I tender herewith the sum of $- receipt of which is hereby acknowledged, and agree to pay the balance in seven equal monthly instalments of $ each, payable on the day of each month, same to be paid promptly when due. Plus accrued interest.

It is understood that if the above instalments are paid promptly by me on dates due, I am to be credited with eight per cent. on all cash paid by me.

I understand and agree that said bonds are to be delivered to me only when the last instalment is paid, and that title to said