Document EvEwDevLDqwgX2pXpdK5Dm6J0
FILE NAME: TILO (TIL) DATE: 1939 Apr 25 DOC#: TIL009 DOCUMENT DESCRIPTION: Prospectus
PROSPECTUS
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Tilo Roofing Company, Inc,
60,000 ybara of $1*40 Convnrtn>l P r tf m v d Stock
(Cumulatlva, $20 par vainc)
41,000 haras of Common Stock ($1 par ralu s)
Each Ur* ai 61.49 Ceavertible Preferred
a|f ba m*irtvd ah W w D***h M 1940, h u >h m%4
'[torikUm| CiwhmSlack, tUiedher, h or kEart Pmninr 911642. lutiUnof
CemiRMi ihirtthih * or Ufara Pnonlor 9 t, 1941, tau iVreeJourtki a
Un ofCanureaStark*t wbUk6 mibaeeeeeiebprhlleya*.
TU rifli t lU 61.40 CaeverUUa Frefanai 6tk ai Cmuni Black ** a * n lUj U i r i M barfa.
TH666 BECUIUTIW HAVE NOT BEEN APPROVED OK DISAPPROVED BY THE '
SECURITIES AND EXCHANGE COMMISSION
THe Raolay CwpaaPj lac. 6 m r n ^ i r t i I t , i m r i l l o 6 Allay mvI i U lifM M N Hk tU C t a a l i i l i a 7 6 a C ia d iv k U m ) n m N m tU prarU# I / o a k tN r*f liter ad wUfc lu
IT 11 A CKIMINAL OPPEN9E TO REPRESENT THAT THE COMMISSION HAS APPROVED THESE
stcimmes or has made a n t pindnq that th e it a t e m e h t i in th is
PROSTECTUB OK IN THE REGISTRATION STATEMENT ARE CORRECT
61.46 CanrertlhW Preferred Stack 6 0 ,0 0 0 b are ..... .......................... P a r iboM...HN............................. .
C e a e a a Steak 4 1 ,0 0 0 l b o r o i ................................. P or a b a r a . . , .........
M e t ( Bvklk
5m Noto JO
$25.50
Sac Nota
U aJarm ltlai PlieaaM ar Ewanlttfein S ooH oto $ ia o ,o o o
$X0O
Sm Kola
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.
Preread* I*
Etrille*!
$1,350,000 $22.50
Non Non
Nona Non
O H #090
NOTE* Tba UmJarwHcar 6m invert the Company th t following Information wRh reap to lb* 5c/by
to ba mada to th t public of th 11.40 Convertible Prtfcrrad Stock and Common Stock*
AB to $1*40 CoavartfMa Prafarrad Slock i T ba 60,000 harm of 61.40 ConvciUMa Pitfarrad Stock >*0) ha ofTtrad to the publk at 925.50
par d a t a Tba U ndinw itai raaarvu tba right to vary tba offering prfci at any thnv dapandbig upon |in w l mwVat condition. The liyuiu In tha above table are ullm atM and the total a r t bated on the talc of 60.000 Kara of 61.40 Convertible Preferred Stock at $26*50 par abara.
TU n f U #/ tU Hi arlk raepaaf Crmjrm R n I appear aa pap* I *f |JUl
H i t Common Slock of th# Company la Ikied on tba Haw York Curb Exchan y*.
Diitributor* Group, Incorporated
63 W ell street. New York, N. Y .
T be data of tba b m o f tfela P r n p tc tM U A pril
1959.
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RMC45000200006997
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Tilo Roofing Company, Inc.
60,000 ih n w of ( 1.40 C o n w tM i Preferred Slock
(Cumulative, 630 por volve)
41,000 here, of Common Stock ((J p a r value)
n T ?a-s
THE COMPANY
Tile Roofing Company, Inc. u Incorporated under the laws of ihe Stale of Delaware on July 30. 1921, succeeding lo a business founded in 191S by Fenton R. Brydle, the prtent Chairman of the Hoard ol Directora. The principal office of the Company fa located at 347 1-ongbrook Avenue, Stratford, Connecticut,
BUSINESS AND ORGANIZATION
General C haracter of Bliilneie
The Company ia engaged in tht tale and application of roofing and exterior aide-wall malerhli. and manufactures. In fts own modem plant at Stratford, Connecticut, the aaphahie and nbtuoi-ccm eni product vied for uch purpoaei. A substantial part of the Company' aalet arc made on a time pay ment basis, and the financing of all such installment contracts ia handled through its wholly otvned aubaidiary, Stratford Acceptance Corporation. The Contpany'a business largely involves the renovation, modernisation and improvement of existing itrtKlurcs, the application el roofing and side-tull covering to new building comprising bid a small part. Order for the application ol the Company' product are secured through Its own organisation. Except for Incidental palming, carpentry or masonry, which it stiWel to local contractors, all work on contracts ia done by employees ol the Company. The Com pany presently set! some of its manufactured products to others, though not s substantia) proportion ol totsl production. This policy ol manufacturing for sate to others was begun In 1937 and in the future the Company may aefl to others substantial addition*! quantities of auch asphaltic sod abeilos-ccmrnl product! now manufactured by ll. While certain losau hart been experienced in this phase ol It butineas. the Company expect that tills relatively new undertaking trill be placed on a profitable basis and that by increasing the volume ol h i manufactured product sold to other* it will reduce the manufactur ing cost per unit of materials old and applied through Its own organisation.
T ht fausbiesa 1 conducted through the main office and factory at Stratford, Connecticut, and through branches located hr sevrn elates, namely: New York. Massachusetts, Connecticut, New Jersey, New Hampshire, Rhode Island and Maine. As o( March l r 1939, there were (ony-nne such branches, each consisting ol a warehouse ami an office. The personnel ol each of the Company's branches consists of a manager, sometimes an assistant manager', an office force, salesmen, a construction superintendent end workmen. The property usually maintained at each branch includes an inventory of materials and the necessary equipment (or properly carrying out the cnnamiriion work done by the Company.
Manufacturing
1'rtor to the year 1934 the Company waa engaged solely in the contracting business and purchased from other* all materlali used in Iti busmen. In that year the Company decided to engage in the manu facture of eaphahic roofings and sidings used In it* contracting work and for iltai purpose acquired a feetory alts and plant at Stratford, Connecticut. The principal products manufactured by die Company arc phallic and aibntoa-cemcnt shingles which art made in varloua 1res. color, design and shapes. The .phallic shingle are snide by the impregnation of a dry felt base with asphalt and the application thereto of addition! asphalt and other materials, auch as granules ol stale, nil by one continuous opera tion. The two principnl ingredients of the asbestos-cemcnt shingles are cement and asbestos fibre, which fibre acts as a Under and I well suited for such purpose because of its noneorroaive and durable ieaturea. In addition to such products tht Company manufacturas other roofing products, including rolled roofing and a relatively anvil amount of asphaltic palms and plastic*.
Although the major portion ol the machinery, equipment and accessories necessary and desirable for the manufacture of auch asphaltic products was purchased and Installed by the Company in 1934, when it commenced the manufacture of such products, it hat in the ensuing years improved ils manufacturing (eludes. Also, it has Increased (lie volume of it* production.
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Jn 19371he Company added 10 the product* manufactured by ft a line of asbestos-cement iJmigfes designed (or cow ing Idea of buildings. In order to manufacture such ibciios-cemcnt product*, il wa* necessary to enlarge the plant and purehaic machinery and equipment designed and coniiroctcd for such work. Th] wa* done and the asbestos-cement division wai placed In operation on March 31, 1937. The facilities for manufacturing asbestos-cement shingles have been Improved and the production has been increased since that time.
Raw material requirements, such as dry feh, asphalt, slate granules, cement and asbestos fibre and certain Incidental finished products necessary in h i construction work are parchased from other*.
Guarantee of W orkmanship and Materials
The Company give* a written guarantee of h i workmanship and of ail asphaltic product* of its manufacture used in each job. Such guarantee has been chanced from time to time but it hi* been aub-
suntially si at present with the exception of the reduction of the fife of the guarantee on certain clam s
of work during the period In which the Company was operating under the Roofing and Sheet Metal Code set up pursuant to the National Industrial Recovery Act. The period of guarantee varies with the type and elas* of work, the longest guarantee being ten years (or asphalt shinglei on slope roofs and side* walls and certain types of built-up roofing. Th* cost of work done pursuant to such guarani eta It not carried in a separate account but is deducted from income through various accounts, depending upon the nature of the expense. No estimate of the Company's contingent liability under such guarantees can be made with any accuracy. As a mailer of sound business policy it is likely thai such work would be done, even if no written guarantee were given, in order to retain and promote good will for the Company.
Financing Customers1 Installment Contracts
Arrangements are available to customers (or iht payment over a period of months for the contract ing work done. Upon the execution of the contract for the work the customer mikes a note for ihe contract price, which note may be payable shortly after compktfcn of the Job or In Instatlmems over a period which ordinarily docs not exceed thirty-six month*. Where tht note is payable upon completion of the Job, or shortly thereafter, the traitfactiou is considered a cash transaction. Tht face amount of nose* payable in installments contains s sura to cover finmee charges, whkii chargei arc fixed so as to comply with the roles and regulations of the Federal Housing Admin!UnitImi. Such notes are discounted by the Company with hi wholly owned subsidiary, 5tratford Acceptance Corporation, which was organised in 1934 to facilitate the collection of customers' accounts and to obtain the advantage in financing such installment notes afforded by the National Homing Act. Prior to the formation of Siimiford Acceptance Corporation all collections were made by the Company directly or through an Independent finance company.
U U eiiimatcd thaf as of December 31, 1938, there were held by Stratford Acceptance Corporation or an independent finance company in the aggregate approximately J4rPOO irofe* token by the Com pany from ita curtomen and that the avenge balance remaining to be paid on inch note* wai on that date (219.15. It Is unusual for the Company to receive In conMciion with work doife by it notes In excess oi (1,500.00 and it Is estimated that during tht year 1936 the Company received approximately fifteen note* of such size or larger for an aggregate face amount of approxlmrtdy $29,000.00.
It Is the present policy of the Company, through Stratford Acceptance Corporation, to retain and effect collection on all account* originating In the Stale of Connecticut and accounts under (100.00 with iwvturltle* of leu than one year without regard to the territory hi which such account* originate. As a rule all other customers' time payment notes are sold i Commercial Investment Trust Incorporated, which makes collections thereon. Commercial Investment Trust Incorporated at present pays to Strat ford Acceptance Corporation the unpaid face amount of the notes discounted, less a discount computed In accordance with rates set by the Federal Housing Administration, and reimburses Stratford Accep tance Corporation In the amount of (1.00 per note to cover credit Investigation and other Incidental expenses. In tht event that any notes sold io Commercial Investment Trust Incorporated become delinquent sixty days or more, Stratford Acceptance Corporation, pursuant to the agreement between the parties, repurchases such notes and makes further efforts to effect roUcctlpnj-
Tbc Company has guarameed the performance by Stratford Acceptance Corporation o! said suhsldiary'a undertakings contained In the agreement between Stratford Acceptance Corporation and Com mercial Investment Trust Incorporated. The most important o! such obligations of ihe Company arc In effect a warranty that each installment payable on paper endorsed by Stratford Acceptance Corpo ration to Commercial Investment Trust Incorporated win be paid at or before its maturity, and an agreement that Stratford Acceptance Corporation will repurchase any such paper if any default Jn pay-
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