Document Ne2NwwB791yXe8YDoMwb12VJb

//V* Th e Gl id d e n Co mp a n y CUtVCLAMO. OHIO April 11, 1936 TO THE COMMON SHAREHOLDERS OP THE GLIDDEN COMPANY: Ron the enclosed notice of a Special Shareholder*' Meeting to be held on April 24,1936, yon trill cote that it is proposed to amendthe Company's Article* in certain particular*, including the creation of an authorised laaoe of200,000 ahare* of Convertible Referred Stock of the par value of $30.00 per ahare, entitling the holder* thereof to coatolatite dividend* at the rate of per annua*, to be convertible into cocamoo stock on a basis to be determined at anch meeting (bat not to exceed oae share of Convertible Preferred Stock for one ahare of common stock), to be subject to redemption and to have inch other terms and provision* ot modification* of the foregoing as may he determined at said meeting. You will also note that it Is proposed to offer such stock to the Company's common shareholder* pro rata at the price of $52.30 per ahare, and as to any of inch stock not taken by the common shareholders, the bolder* of the Company`a Prior Preference Stock will be offered the privilege ofexchanging their Prior Preference Stock pro rau at the rate of two share* of Convertible Preferred Stock for one ahare of Prior Preference Stock. As stated in tbe en closed notice, such purchase and exchange right* with respect to the Convertible Preferred Stock have been under written by the firm* of HoroUowet & Week* and Hayden, Miller A Company. From the i**uance of och 200,000share* ofConvertible Preferred Stock the company will realise in ca*b or through the exchange of its Prior Preference Stock, dm sum of $10,300,000, or It* equivalent, before deduction* of underwriting feet and other expense* incidental to the ttatunce of the stock. The company propose* to use tbe proceed* so realised for the following purposes: (a) The redemption and retirement of the Prior Preference Stock, $6,623,000 (indative of the premium thereon); and (b) The retirement of $3462,000 of the Five Year SH% Gold Notes duejune 1,1939 (ot any bank loan* which tbe Company may incur to retire such Gold Notes) and $64,200 of Bonds of sub sidiary companies, which, togetherwith the premiums thereon, amounts to a total of$3,360,104. It will be noted that the proposed change* in the Company** capital structure, including the substitution of a $10,000,000 issue of 4)$% Convertible Preferred Stock for the $6,300,000 of 7% Prior Preference Stock outstanding and the retirement of the Company** $1,326,200 funded debt, will place the Company in a stronger financial condition and should result in a larger return to the common shareholders. The annual dividend requirements on the $10,000,000 of Convertible Preferred Stock will be $430,OGO in comparison with the present total of $638,262 re quired currently to meet tbe interest on tbe Five Year 5^% Gold Note*, certain bonds of subsidiary companies now outstanding and the dividend* on the Prior Preference Stock. Thu*, by this plan, the Company will effect an annual saving in preferred dividend* and intercat of $188,262. The Director* of the Company believe that the proposed amendment* to the Article* of Incorporation are advaatageou* to the shareholder* of the Company and recommend their adoption. By order of the Board of Directors. ADRIAN D. JOYCE, tmidtmt. , GL00 22038