share per annum, and same shall be declared by the board of directors and paid by the company when surplus profits have been earned in the year for which such dividends have been declared, sufficient to cover such dividends; and no dividends shall be declared or paid on Class A, or any other stock of the company, for any year, until or unless the maximum dividend of eight dollars ($8.00) per share be declared and paid on the Class B common stock for that year, provided, however, that the stipulated maximum dividend of eight dollars ($8.00) per share on the Class B common stock shall be noncumulative. 4. Noncumulative dividend. The corporation shall not be obligated to declare and pay any dividend (whether the maximum dividend of eight dollars [$8.00] per share or less) on the Class B common stock for any year, unless surplus profits have been earned in any year sufficient to pay such dividend for that year. Retirement. 5. The Class B common stock shall be subject to retirement at the option of the company, either in whole or in part, at any time after 19, at the price of one hundred fifteen dollars ($115.00) per share. The method by which such Class B common stock or any part thereof shall be so retired at said time, shall be determined from time to time by the board of directors of the corporation. Subscription and purchase rights denied. 6. The holders of the Class B common stock shall have no right, nor shall they be entitled, to share or participate in any privilege or privileges, by law or otherwise, of subscribing for or purchasing any unissued or future issues of stock of the company, said right or rights, if any there be, being hereby waived by the holders of the said Class B common stock. Dissolution-Distribution of assets. 7. In the event of dissolution of the corporation, whether voluntary or involuntary, and the final distribution of its assets, Class A and Class B stock shall participate in such final distribution with the same force and effect as if the stock of both classes were of one and the same class, so that no stock of one class shall, as such, have any rights of priority in distribution over any stock of the other class. Basis of stock exchange on reorganization. And Whereas, we and each of us desire to so reorganize the said The Container Company under the laws of the state of Ohio now or hereafter in force and effect, and Whereas, we did on the day of - , in special stockholders' meeting, adopt the following resolution, to wit: "Whereas, the holders of the preferred stock now outstanding hold the entirety of said issue of preferred stock, consisting of two hundred (200) shares, and also hold fifty (50) shares of the common stock of the company, the holders of said stock shall surrender the same to the corporation and accept therefor one hundred fifty (150) shares of the Class B common stock of the reorganized company for said two hundred (200) shares of the preferred stock and said fifty (50) shares of the common stock of the company so owned and held by them; and the holders of the remaining common stock of the company (viz., 170 shares of common) shall surrender the same to the corporation and accept one hundred seventy (170) shares of the Class A common stock of the reorganized company for said one hundred seventy (170) shares of the common stock of the corporation so owned and held by them." Appointment of proxy, attorney and substitute-Powers. Now, therefore, it is hereby stipulated and agreed that the said shall be, and is by these presents, duly constituted and appointed our attorney, substitute and proxy, for us and in our name, place and stead to fully execute and deliver all such instruments or other documents as may be expedient and/or proper in the consummation of the reorganization of the said The Container Company as outlined above; and we further constitute and appoint said our true and lawful attorney, substitute and proxy, for us and in our name, place and stead, to vote at any regular or annual or special meetings of the stockholders of said The Container Company that may be called or held to effect the said reorganization of said The Container Company. Exchange of stock certificates. We further stipulate and agree that all certificates of stock now held by us shall be indorsed in blank and the said shall surrender the same to the corporation for cancelation and accept therefor our distributive share of the stock of the reorganized company as hereinabove provided, and the said stock shall not be sold or in any manner disposed of by the said except as herein provided. Authority to execute and file appropriate certificates. We further stipulate and agree that the president and secretary of said company be and are by these presents, fully empowered and authorized to execute proper certificates of reorganization, or other documents whether herein specifically described or not, or amendments of the articles of incorporation, of said The Container Company and file the same with the secretary of state of Ohio in accordance with the statutes in such case made and provided, so as to carry said reorganization into effect or as an incident thereto. Authority to attorney to vote for reorganization. We further stipulate and agree that the said, attorney, be and is by these presents fully empowered, authorized and directed to vote the deposited stock in our name, place and stead in favor of said reorganization at any and all meetings; also to sign waivers of notice of any such meetings and to exercise all rights of ownership over and to do all things in connection with said stock that the undersigned could do in order to accomplish said reorganization and to render it effectual and/or complete. This agreement shall be binding upon ourselves, our heirsat-law and next of kin, executors and administrators. In Witness Whereof, we have hereunto set our hands this day of Names. -Number of Shares Common. Preferred. (Furnished by MILLER, BRADY AND YAGER. attorneys, Toledo, Ohio.) Form 3542. Plan of Reorganization Under Bondholders' AgreementInterurban Railways. To the holders of the Twenty-Year Five Per Cent. First Mortgage Gold Bonds dated, 19-, issued by the Winona Interurban Railway Company, who have deposited their bonds under the Bondholders' Agreement of, 19, as also those who have not deposited their bonds under said bondholders' agreement, a copy of which is hereto attached and for all purposes made a part hereof: New company-Stock issued for property. The bondholders' committee, for the purposes in said agreement expressed, and for the purpose of the reorganization of the Goshen Division property of the Winona Interurban Railway Company and of the organization of a new company to acquire said Goshen Division property as hereinafter set forth, does hereby adopt and create the said bondholders' agreement of, 19—, as and for the reorganization agreement of the bondholders of the Goshen Division, and for the purposes of such reorganization adopts each and all the terms, conditions and provisions of said bondholders' agreement of 19-, as and for the terms, conditions and provisions of the reorganization agreement of the bondholders of the Goshen Division property of the Winona Interurban Railway Company. In accordance with the provisions of subdivision numbered (h) of article IV of the above mentioned bondholders' agreement (a copy of which is hereto attached), the committee thereunder appointed has adopted the following plan of reorganization, namely: The committee will acquire, or cause to be acquired, and to be conveyed to a new corporation, the Goshen Division property, and will receive in exchange therefor the capital stock of the new company, less such part thereof as the committee may determine to allow to remain unissued. Distribution of stock to bondholders. The stock received by the committee to be distributed among the depositing bondholders, pro rata, according to the principal amount of bonds by them respectively deposited. Purchasing property-Raising funds. The moneys required to pay the expenses in connection with acquiring the title to the property and the organization of the new company and of the reorganization under said bondholders' agreement, will be provided either out of funds in the hands of the receiver or raised on the credit of the new company. Stock and mortgage bond issue. The amount of the authorized bonds and capital stock of the new company will be determined by the committee. Subject to the right of the committee to vary the same, it is proposed to make the total authorized capital stock seven hundred and fifty thousand dollars ($750,000.00), consisting of seventy-five hundred (7500) shares of the par value of one hundred dollars ($100.00) each, and also to issue presently First Mortgage Six Per Cent. Bonds of the face value of one hundred eighty-seven thousand five hundred dollars ($187,500.00), of such denominations as the committee may determine, and to be secured by a mortgage or trust deed which shall be a first mortgage and lien upon the entire property of the new company. Of the securities so to be authorized, there shall be issued to the holders of the first mortgage bonds of the Goshen Division, first mortgage bonds of the new company in the amount of one hundred eighty-seven thousand five hundred dollars ($187,500.00) face value, and fifty-six hundred twenty-five (5625) shares of the authorized capital stock of the par value of one hundred dollars ($100.00) each, aggregating five hundred sixty-two thousand five hundred dollars ($562,500.00). Issues to old bondholders. Each holder of one thousand dollars ($1,000.00) outstanding bonds of the Goshen Division of the Winona Interurban Railway Company shall receive of such first mortgage bonds to be issued an amount equal to twenty-five per cent. of his holdings of said Winona Goshen Division Bonds and shares of the stock of the new company in an amount equal to seventy-five per cent. of his said Winona Goshen Division Bonds, or a total of one thousand dollars ($1,000.00) par value of said new bonds and new shares of stock for one thousand dollars ($1,000.00) of his Winona Goshen Division Bonds. Holders of larger and smaller amounts shall participate pro rata, in accordance with the terms and methods which the committee may hereafter prescribe. The proposed first mortgage bonds of the new company and capital stock of the new company shall be distributed as follows: (Here set out distribution of bonds and stock.) Working capital. The cash balance in the hands of the receiver, together with materials, supplies and other portable property making up the inventory of the Winona Interurban Railway Company, assignable to the Goshen Division, to be used for working capital, to pay the expenses of the acquisition of the property of the Goshen Division, the organization of the new company, and the reorganization under said bondholders' agreement of 19-. |