Document G6G6Bpr0Kwb4wRYQkjm8ZMxo4

J /P c* / y / C* # <T?////tf -J t r j? ^cr ~T7~ Yau/t /f ?=* c cr ref i c? d u' /r Date of Filing Registration No. Effective Date Form A-2 FOR CORPORATIONS SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Tilo Roofing Company, Inc. (Name of Registrant) SECURITIES REGISTERED TITLE OF ISSUE. OR ISSUES $1.40 Convertible Preferred Stock (Conversion privilege ceases December 31, 1948)................................................. Common Stock....................................................................... AMOUNT 60,000 shares 116,000 shares Amount of Filing Fee: $22270. Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this registration statement. Name and address of person authorized to receive notices and communications from the Securities and Exchange Commission: R. J. TOBIN, TILO ROOFINO COMPANY, INC., 347 Longbrook Avenue, Stratford, Connecticut. PLAINTIFFS EXHIBIT RMC-465 RMC0800280002370 Tho information rc-'iuired to ho given under the items Itereinhelow .ft forth i- more .. ,i, fined in tite "Instruction Book for Form A-2 for Corporations". Tin. [ii-truetion Bonk aUo sets forth rciiuii ements a- to Financial Statements, >iciiatnre.'. I 'nuent.> of Experts and tiie I'rixpectU'. winch aie to accompany i.tration statement or to be incorporated therein by reference. CALCULATION OF REGISTRATION FEE COL. A Title of issue, or issues. registered SI 40 Convertible Preferred Stock Common Stock...................................... Common Stock...................................... COL. B Amount registered 60.000 shares 41.000 shares 75.000 shares COL. C. COL. D COL. E Proposed maximum offering price per unit ! | | Proposed maximum aggregate offering price Amount of filing fee S25.50* I SI.530.000 00* SI 53 00 17.00* | j 697.00000* 1 69 70 Reserved tor conversion the SI 40 Con ertible Preferred Stock * The>e fieitres are estimates solely for the purpose of determining the filing fee The comersion privilege appurtenant to the SI.40 Convertible Preferred St<xk ceases December ol. P48 ORGANIZATION 1. Exact name of registrant: Tilo Roofing Company, Inc. (hereinafter sometimes referred to as the "Company"). 2. Address of principal executive offices: 347 Longbrook Avenue, Stratford, Connecticut. 3. The state or other sovereign power tinder which incorporated, and the date of incor poration: Delaware, July 30, 1924. 4. List the following and indicate the respective percentages of voting power as required by the Instructions: (a) All subsidiaries of the registrant. Stratford Acceptance Corporation. 100% of voting power. Xo other subsidiaries unless Atlantic Asphalt & Asbestos Corp. (hereinafter some times called "Atlantic") can he so considered. This corporation is not engaged in busi ness and it is not presently contemplated that it will ever engase in business hereafter. The Company owns all the issued and outstanding preferred stock of Atlantic, to wit: 2,7juO shares, winch because of default in payment of dividends is entitled to one vote per share along with 200 shares of issued and outstanding common stock. The Company holds no voting power in the absence of default and Atlantic is insolvent and has ceased to function for the purposes for which it was organized. The Company disclaims Atlantic as a subsidiary. (b) All parents of the registrant. Xone. 1 av . HISTORY AND BUSINESS 5 outline briefly the general character of the business done and intended to be done by the registrant and its subsidiaries. pi,,. i ,mi|uny i- engaged in the .'ale ami a 1 i ILe-;itnm nf roofing and exterior side- u ,11 material-, and manufacture-, in it- own mod, in plant in Stratford. ( onneet lent. tho a.plialtic and a-lic-to--cement product- u-ed tor -ueli puipo-c-. A -ub-tautiai part of the Compaur'- wnik i- paid for lie it- customer.- on a time payment ha-i- and the financing of ail -ueli in-talimeiit payment contract- i- hamll'-d through it- v. holly mined -ub-idiarv. Stiattord Acceptance Corporation. It- lm-ine-- largely invoke- the renovation, modernization and improvement of existing structuu-, the application of rooting and -idewall covering to new buildings comprising but a -mall part. Orders for the application of the Company'- product.- arc secured through it- own organization. Except for inci dental painting, carpentry or mason work, which is -ublet to local contractoi-, ail work on contract- i- done by employees of the Company. The business is conducted through the main office and factory at Stratford, Connecti cut, and through branches located in seven state.-, namely: Xew York, Ma-.-uchu-etts, Connecticut, Xew Jersey, Xew Hampshire, Rhode Island and Maine. As of March 1. l'Jd'J, there were forty-one such branches, each consisting of a warehouse and an office. The personnel of each Of the Company`s branches consists of a manager, sometimes an assistant manager or managers, an office force, salesmen, a construction superintendent and workmen. The property maintained at each branch normally comprise- an inventory of materials, the necessary equipment for properly carrying out the construction work done by the Company, automobiles, furniture and fixtures. The branch properties located at Freeport and IVoodhaven, Xew York, Hackensack and Elizabeth, Xew Jersey, Somer ville, Mas-achusetts, and the land at Hartford and Bridgeport, Connecticut, on which buildings are being constructed for occupancy as branches, are held in fee. All other branch quarters are rented. The principal products manufactured, sold and applied by the Company are shingles made of various materials, in various sizes, and in different colors, designs and shapes. The two principal types of such shingles are asphalt and asbestos-cement. The asphalt shingles are made by the impregnation of a dry felt base with asphalt and the application of additional asphalt and other materials thereto, all by one continuous operation. The two principal ingredients of the asbestos-cement shingles are cement and asbestos fibre, which fibre acts as a binder and is well suited for such purpose because of its noncorro-ive and durable features. In addition to such products the Company manufactures a relatively -mall amount of asphaltic paints and plastics. Raw material requirements, -ueli a- dry felt, asphalt, cement and asbestos fibre and certain finished products lieces-iiiy in it- construction work, such as metal ware, lumber and nails, are purchased from other-. The Company presently sells some of its manufactured products to other-, though not a substantial proportion of total production. The Company gives a written guarantee of its workmanship and of all asphalt material- of its manufacture u-od in each job. Such guarantee lias been changed from time to time but it has been substantially as at present with the exception of the reduc tion of the life of the guarantee on certain classes of work during the period in which the Company was operating under the Roofing and Sheet Metal Code set up pur-uant to the X'ational Industrial Recovery Act. The period of guarantee varies with the type and class of work, the longest guarantee being ten years for a-plialt shingles on -lope unit's and side-walls and certain types of built-up roofing. For a copy of the form of guarantee presently in use, reference is made to Exhibit S.E.I.-3. The cost of repair work done under such guarantee is not carried in a -eparute account hut is deducted from income through various accounts, depending upon the nature of the expense. Xo estimate of the Company's contingent liability under -ueli guarantees can be made with any accuracy. As a matter of -ound busine-- policy it is likely that the repair work would be dime even if no written guarantee were given in order to retain and promote the good will of the Company. 2 Yrrangemeiit.' av available to customer' tor the payment over a period of mouths lor the wmk done. I pou the execution of the contract for the work the customer makes ll0ie ioi the contract pi ice, which note may he payable shortly after eompietjon of the joli ui in installments over a period which ouiiuniily doe.' not exceed tlurty-'ix months. Where llie Hole i- payable upon completion ot tin- job or -iioitly thereafter, the tran-ae,1,01 i- ..... -idcicd a ra~h tran.-action and wheie payment' run over a humor period the tran'.icti"ii i- n-garded a- a time payment traii'iiction. The face amount of notes payable in installment.' contains a sum to cover nuance chaieo-, which chatac' ate lived '0 lie to comply with the rules and regulation- of the Federal Housing Administration. Such note' are di-counted by the < ompany with it' wholly owned 'ubsidiary, Stratfoul Acceptance Corporation. It is the policy of the Company, through Stratford Acceptance Corporation, to retain and effect collection ou all accounts originating in the State of Connecticut a well as accounts originating in other states under sRiiuki with maturities of less than one vear. As a rule all other customers' time payment notes are sold to Commercial Invest ment Trust. Incorporated, which makes collection' thereon. In the event that any note' sold to 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 collection'. Commercial Investment Trust. Incorporated at present pays to Stratford Acceptance Corporation the unpaid face amounts of the notes discounted, less a discount computed in accordance with rates set up by the Federal Housing Administration, and reimburses Stratford Accept ance Corporation in the amount of $1.00 per note to cover credit investigation and other incidental expenses. A reserve is set up by Stratford Acceptance Corporation to cover losses on notes not insured under Title I of the Xational Housing Act. Where notes insured under Title I of such Act as originally passed, which expired on March 31, 1930, or under the Act as in force from April 1, 193G, to March 31, 1937. or under -aid Act as reenacted February 3. 1938, which by its terms will expire on June 30, 1939. or such earlier date as the President may fix by proclamation, prove to be uncollectible, a claim is made under the applicable insurance policy issued pursuant to such Act. After the sale of the $1.40 Convertible Preferred Stock, Stratford Acceptance Cor poration will retain and handle notes originating in certain territories not now handled, the extent of such territories depending upon the volume of business and the facilities of Stratford Acceptance Corporation, without resorting to discount operations, to handle the financing of such additional accounts. 6. Outline briefly the general development of the business for the preceding five years. The business was founded in 1915 by Fenton R. Brydle doing business as Tilo Inlaid Rinding Company and Brydle Building Materials Company. Tilo Inlaid Roofing Com pany applied roofing materials after obtaining contracts for such work. Brydle Building Materials Company was a purchasing organization to buy materials for the branches of Tilo Inlaid Roofing Company. The business was carried on in this manner (except for the incorporation as Tilo Incorporated of the Connecticut branches, the sale of some of the stock of this corporation to employees and the changing of the name Tilo Inlaid Roof ing Company to Tilo Roofing Company) until the Company was incorporated in 1994. The Company has reported profits in every year since its organization in 1994 except in the severe depression years of 1939 and 1933. The following tabulation 'how-, among other data, the trend of the dollar volume ill net sales of services mid material' and the earnings for 1994 through lO.'i'b With the exception of the "Xot Sale-" ligun-' for the years 1934 to 19Jfi, inclusive, the results of the operations of all former wholly owned subsidiaries and of the presently wholly owned finance subsidiary, Stratford Aeeeptanee Corporation, since its organization in 1934, are rebooted in these figures. Further detailas to the Company's earnings for the three years ended December 31, 193''. will be found in the annexed consolidated and unconsolidated profit and loss 'tateinenl.-, the notethereto and in the schedule (VIII) of supplemental profit and loss informal ion. 3 of P'n.L.ii: 1 'ui.rut or Xf.t Salk s. Eir.xixns AXD Dividexds Yt i:'-4 i1 1937 PCs 193" 1931 1933 1933 1934 1933 193b 1937 193S Net Sales ' 9419 >11 1 1.1 '33.193 1.33C.993 1.363.979 3.133.333 3.811.991 1,383.133 1.4'4.: 139 1.713,7Gs 3.310.38" 3,h`<13.444 n,!K'j,7SS 4,"3u,931 Net Profit After Federal Taxes -*>4 73.'31.19 l"3.'s.3.ls llli.3<!3."3 Wohll.JS 339.737.3S 15u,93'.13 I) 133.31)3.13 D lb7.933.31 3"3,3s3.b7 433.7>3.3U 338,7' )3.U0 343.G93.29 Net earnings per Common Dividends per Share' Common Share s .33 Xone s .pl .1" ..'ii i 17'. .171 g --.1 .94 .Do D .76 I) .9" .19 1.3G 1.30 1.83 1.S7 .'2-j .33 .16 Xone Xone Xone .371 1.33 1.33 D Deficit. Baed on the number or Common shares outstanding- at the end of each \car ' t \ciu- at of Treasury shares t. after adjustment for the N*5 exchance (two and one-half .iiaro ot new Com:.ion 5tock tor each share ot old' and tiie 3uurr stock di\ idend m April. IVJi) and after alloumg f"r preferred dividends at the annual rate pa.vable on -aid -Kick. Wa-ccl on such preferred 'l ares a? were outstanding, it any. at the end of each such \car - exclusive of Treasun shares * The-c figures have been adjusted to give effect to the 19*5 exchange oi Common Stutk and the stock dividend in April, 19J6 Prior to the year 1334 the Company was engaged solely in the contracting business anil purchased from others all materials used in its business. In that year the Company decided to engage in the manufacture of asphalt roofings and sidings used in its contract ing business and for that purpose acquired a factory site and plant at Stratford, Con necticut. It purchased and installed in such plant the machinery, equipment and accesso ries necessary and desirable for the manufacture of asphalt roofings and sidings and asphaltic paints and plastics and commenced the manufacture of such products. In ensu ing years the Company has improved its manufacturing facilities and increased the vol ume of its production. In 1337 the Company added to the line of products manufactured by it asbestosiiment shingles designed for covering sides of buildings. In order to manufacture such isliestos-cemcnt products, it was necessary to enlarge the plant and purchase machinery and C|iiipment designed and constructed for such work. The enlargement was made by an addition to the plant at Stratford, which addition was designed specifically for the purpose of manufacturing such asbestos-cement products. The asbestos-cement division was plm-ed in operation on March 31, 1937. The facilities for manufacturing asbestosccmeiit shingles have been improved and the volume of the manufactured product has been increased. Thus, within the Inst five years, the Company has developed from a purely contracting business to a manufacturing and contracting business. Xot only has the Company manufactured all of its requirements for asphalt shingles mid sidings, asphaltic paints and plastics and asbestos-cement products. Imt in 1937 it commenced the sale of products of its manufacture to others. This policy of manufactur ing for sale to others was continued through the year 1938 and in the future the Companv may sell, either directly or through a subsidiary which nmy be formed, substantial addi tional quantities of such asphalt and asbestos products now manufactured by it. 'While certain losses have been experienced, the Company hopes and expects to place this rela tively new undertaking on a profitable basis and, by increasing its volume of manufac tured produets sold to others, to reduce the cost per unit of materials sold and applied through its own organization. Al'o within ,-ueli period the Company lias altered its method of handling collections and financing accounts receivable by establishing a wholly owned subsidiary for that purpose. The subsidiary, Stratford Acceptance Corporation, was incorporated under the 4 in.4 0l- t];o State oi Delaware on September IS. 1934, to facilitate the collection of co tour unt? anil for the purpose of obtaining the advantages in liium-mg :ntullUK-lit ll"1' ' .'.'fouled hv the Xatioual Housing Act. I'vinv to the formation of str.itf"ui Aceeptai an iii'lc]' I. ut liiiaiiee rornpany. With the pim-ei-ii' of the pie?.-nt fluanctiig the Coinpuny Iteml- to expand. through Stratford Acceptance <'m on ration. 111 i - branch of its busiiic-? PROPERTY 7. State briefly the general character and location of the principal plants and other important units of the registrant and its subsidiaries. If any principal plant or important unit is not held in fee, so state and describe how held. On a plot 14.60 acres in area at Stratford, Connecticut, adjoining the Bo?ton Post Road and the Xew York. Xew Haven and Hartford Railroad main line, are located the two main buildings of the Company's principal plant, the factory and warehouse. of brick, steel and concrete construction containing approximately 60,000 square feet of floor -pace, and the office building containing both executive offices and general offices and includin': approximately 9,700 square feet of floor space. A portion of the present nflico building, containing 2.000 square feet of floor space, is of recent construction and the remainder of said office building was thoroughly remodelled in 1934. There are a number of small buildings used for .storage and other purposes incidental to the business. All of the above property is held in fee by the Company. The Company operates through forty-one brandies. Eacli branch has storage facilities for materials required in its local contract ing work. The Company lias other property in these branches incidental to the carrying on of it? contracting operations, such as, but not limited to, trucks, office furniture and equipment. These branches are located in Xew Y'ork, X'cw Jersey, Maine, Massachusetts, Connecticut, Xew Hampshire and Rhode Island. The branch properties located at Free port and Woodhaven, Xew York, Hackensack and Elizabeth, Xew Jersey, Somerville, Massachusetts, and the land at Hartford and Bridgeport, Connecticut, on which buildings arc being constructed for occupancy as brandies, are held in fee. All other branch quarters arc rented. 8. Outline briefly the general effect of all material franchises and concessions held by the registrant or its subsidiaries. Xdthor the Company nor its subsidiary holds any franchises or concessions. CAPITAL SECURITIES AND SECURITIES BEING REGISTERED 9. A. For each issue of authorized Funded Debt of the registrant, furnish the following information: Xom- us of December 31, 1938, and there lias been no change in this respect subse quent to >;tid date. B. Funded Debt to be offered under this registration: None. 3