right to determine whether or not either group has an interest which is affected by the plan.
I therefore shall direct the trustees, by subsequent order, to send out to the creditors who have proven their claims pursuant to notice heretofore given, and to all the preferred and common stockholders of record January 15, 1936, the debtor's plan of reorganization for its acceptance or rejection by them, provided it be modified in the following particulars:
(a) That the authorized issue of First preferred stock be in the amount of $2,150,000 ($5 par) instead of $1,500,000, as stated in the debtor's plan now on file.
(b) That in the notice sending out this plan there shall be an option given, which may be referred to as "Option No. 1," to each holder of a share of preferred stock to subscribe for five shares of new First preferred stock, and to each holder of a share of common stock to subscribe for one share of new First preferred stock. It shall be stated in the notice that if the subscriptions thereto exceed $2,150,000, the allotments will be prorated in proportion to the respective stockholdings of the subscribers; the holder of a share of preferred stock to be considered in such prorating as entitled to ten times as many new shares as the holder of a share of common stock.
(c) If the subscriptions so received from the shareholders equal $1,750,000, and the requisite number of consents to the plan are obtained, Option No. 1 shall be deemed to have been accepted and the plan will come on for final confirmation, to be put into effect out of the funds so subscribed by existing stockholders, without any subscription on the part of the General American Transportation Company or any underwriters.
(d) In the event the debtor's plan receives the requisite consents, but the total subscriptions so made by existing stockholders for new First preferred stock shall not equal $1,750,000, then the General American Transportation Company and the underwriters of the debtor's plan shall purchase $1,750,000 of the new First preferred stock and the remaining $400,000 thereof shall be offered to the existing stockholders of the company; this option to be known as "Option No. 2."
(e) The $400,000 par value First preferred stock shall be offered to the existing stockholders, $300,000 thereof to the preferred stockholders and $100,000 to the common stockholders, each stockholder to be entitled to buy only his proportion of the amount of stock allotted to his class of stockholders; the General American Transportation Company and the underwriters to have the right to take up any stock not taken up by stockholders, as provided in Option No. 2.
(f) Existing stockholders, in subscribing for shares of First preferred stock under either option, shall be required to deposit with the trustee 25 per cent. of the amount of their subscriptions, but in voting to accept both options, only one deposit need be made, which is to be the amount of the larger deposit required under either option.
If the debtor corporation, the General American Transportation Company, and the underwriters of the debtor's plan shall, within ten days, file their written acceptance of these conditions, the trustees will be directed to send out the debtor's plan with these amendments, or to send out a new plan if filed by the debtor, embodying these conditions and amendments.
If such acceptances are not filed within ten days from the filing of this memorandum, further consideration will be given by the court to the joint committee plan on file.
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