Document dD925e0OKz0X2LozvjrpvY27q

IPLAINTIFKSs MOODY'S MANUAL OF INVESTMENTS 711 _ _v*rall Mfg. Co. In 1936, Multibestof Co. (Texas) was llqui- Capital Stock: L Dewey & Almy Chemical jfKS# (toeki par *20: dated. Co. *5 cumulative convertible preferred; no utslondlng. 12,- Subsidiaries: Controls Dewey & Almy Co., __ Mass, (formerly Multibestos Co., a sales com- AUTHORIZED--22.500 shares; issued. 22,494 PREFERENCES--Hai preference as to assets nd cumulative dividends. In liquidation, en titled to *20 per share and dividends. CALLABLE--In whole or In part on any divi dend date on 00 days' notice at *20 per share, prior preferred stock may be retired before dividends can be paid on participating pre ferred or common. VOTING RIGHTS--Has one-flfth vote per tliare. OTHER PROVISIONS--Consent of at least 75% of prior preferred is necessary to create n prior or equal preferred stock; to mortgage property; to issue indebtedness maturing later {pan one year; to guarantee Indebtedness; to sell assets or merge with another company. : company may, without such consent, ac- pany organized in 1934); Dewey & Almy Chemical Co. of Canada. Ltd.; Dewey & Almy Chemical Co. (111.) and Dewey Sc Almy Pro prietary. Ltd. (Australia). Canadian subsidiary controls Dewey & Almy. Ltd. (Eng.). Business: Manufactures sealing composi tions for tin cans, machines for applying and drying sealing compositions, soldering fluxes, labeling adhesives, shoe soles and heels, soda lime, meteorological balloons, and other rubber specialties, sold under the trade names Dewalco, Gold Seal and Darex. English subsidiary of Canadian company imports goods from Canada for sale in Eng land. Property: Plants located at Cambridge. Mass.; Oakland. Calif.: Chicago, 111.; and shares; converted Into common stock, 440 shares; outstanding, Dec. 31.1939.22,054 shares; no par. PREFERENCES--Has preference as to assets and cumulative dividends. LIQUIDATION RIGHTS--In liquidation, en titled to *100 per share plus accrued and un paid dividends. CALLABLE--As a whole or in part at any time on 20 days' notice at *105 per share, pre ferred stock may also be purchased or called for the retirement fund (which see). VOTING RIGHTS--Entitled to elect two di rectors in the event a preferred dividend Is in default for more than six months. RETI_R__E_M, ENT FUND--Beginning in__1_945. a auire property up to 60% of fair value thereof, Naples. Italy. Subsidiaries' plants located at nf.fi subject to mortgage or refund any such mort La Salle. Quebec and Melbourne, Australia.. or a cum susjcient to purchase or redeem 2% gage. Off'eers: Bradley Dewey, Pres.; Charles nf preferred stock outstanding on April 15, DIVIDENDS--Payable quarterly, Mar. I, etc. Almy, Vice-Pres.: H-S. Ferguson. Treas.:H. L. whichever sum. is lower, must be set aside (first dividend payable Sept. 1, 1933). Gilbert, Jr., Sec. and Clerk, Cambridge, Mass. and used in each year for redemption or re No dividends paid. Directors: Bradley Dewey, Charles Almy. purchase and cancellation of preferred stock. ISSUED--Under plan dated June 26. 1933, to S. H. Lawton, Cambridge, Mass.: Merrill Gris- CONVERTIBLE--Each preferred share is con- gether with participating preferred stock (see wold. A. L. Putnam, W. T. Snow Boston, vertible into four common shares at any time No. 2 below), to holders of old 8% cumulative Mass.; H. S. Ferguson, C. H. Egan, Belmont, prior to Jan. 1, 1942 and into three common preferred stock, in ratio of one new prior preferred share and one new participating preferred share for share of old 8% preferred. Mass.; P. L. Reed, Westwood, Mass.; A. Besse, New York; F. G. Allen. O. K. Anderson. Rich mond Mayo-Smith, J, A. Lunn, T. T. Miller. shares thereafter and prior to Jan. 1, 1943. Provision for adjustment of the number of shares obtainable on conversion is made in 2. Crown Overall Mfg. Co. 6% participating Annual Meeting: Second Monday in March. case common or class B common stock Is is non-cumuiative preferred stock; par *100: AUTHORIZED--12.740 shares; outstanding, 12, 740 Shares; par $100. PREFERENCES--Has preference over com mon as to assets and non-cumulative divi dends and, after common has received divi dends at rate of $5 per share for that year, No. of Employees: Dec. 31, 1938, 550. Office: North Cambridge, Mass. Consolidated tm Dec. 31: Gross sales Costs Sc exp. Deprec. Sc obsol.. Account, years ended 1939 1938 $5,082,627 $3,793273 4.088.403 3,314.889 147,783 147,138 sued in addition to the number of shares of such stock now authorized. OTHER PROVISIONS--Vote Of two-thirds of preferred is necessary to create a stock having priority or on a parity with preferred stock. PREEMPTIVE RIGHTS--Has no preemptive rights. participates equally with common, share for Operating profit. 846.436 331346 PURPOSE--Issued in Dec., 1938 in exchange share, in further dividends. In liquidation, Margin of profit- 16.65% 8.73% for prior preference stock and class B pre entitled to 110. Other income___ 34.059 42267 ferred stock (see Capital Changes, below). CALLABLE--In whole or in part at 110 on 60 Total income___ days' notice on any dividend date after all Misc. charges___ pnor preferred has been retired. Fed. taxes, etc... CONVERSION RIGHTS--On redemption of participating preferred stock, in whole or in part, the shares to be redeemed shall be con vertible. share for share, into common stock within 60 days after notice of call. Net income ____ Pr. pref. divs____ Preferred divs. -- Common divs. ... Surplus for year.. Earn, surp., 1-1.. 880.495 43.754 212200 624.539 111.938 192,640 319.961 474.460 373.613 21.650 81.900 270.063 DIVIDENDS PAYABLE--Quarterly, Mar. 15, etc., to stock of record about Mar. 1, etc. (cumulative from Dec. 16, 1938). 57,491 Initial dividend of $1.25 per share paid Mar. 99.9S1 54310 IS, 1939. Regular thereafter. dividends paid quarterly 58.281 2. Dewey & Almy Chemical Co. common; 441.420 no pan VOTING RIGHTS--Has equal voting power per share with common. OTHER PROVISIONS--Consent of at least 75% of participating preferred is necessary to create a prior or equal preferred stock, etc., as described under prior preferred stock above. Without consent of 75% of participating preferred, company may not issue any more than 12,000 common shares, except for con version of participating preferred into com mon nor amend articles of incorporation as provided. Adjustments ___ Earn, surp., 12-31Eam., pfd. shares Earn., com. shares No. of pfd. shs... No. of com. shares 100,000 694.420 $28.32 2.65 22.054 193235 25242 474.460 $12.01 010.82 22.494 191.775 EAfter dividend requirements on $5 pre ferred stock. Sales and Earnings: Net Year Sales 1937............... S4.335.544 1936................ 3,647.401 Net Income *402.482 341.557 Earn, on Com. ESI 35 S3.04 AUTHORIZED--350,000 shares (increased from 37.600 shares to 40.156 shares in Apr., 1930, to 50.000 shares in 1930, to 65.000 shares in Dec., 1331. and to 350,000 in Sept., 1937); outstanding, 186,335 shares; reserved for conversion of pre ferred, 88,216 shares; no par. In Sept., 1937 the formerly outstanding class A common shares were exchanged for shares of this issue on the basis of 3 common for one class A share. VOTING RIGHTS--Has no voting power. DIVIDENDS PAID-- Company may not purchase participating preferred while prior preferred is outstanding nor purchase common while prior preferred or participating preferred are outstanding. DIVIDENDS--Payable quarterly, Mar. 1, etc. - No dividends can be paid hereon until all prior preferred has been retired or purchased on the open market. 1935 ................ 3.918.713 345.671 1934........... 3 393202 236,189 ICoramon and class B common. ECommon and class A common. E3.09 0)1.28 Consolidated Balance Sheet, as of Dec. 31: Assets: 1939 1938 Cash ....................... *148,820 *127.988 Class A common: 1925. - $1.00 1928-- 6.00 1931-34 nil 1937... 2.00 1926__ $3.00 1929... El.00 1935___ 025 Common: 1937__ $0.15 1938... $0.30 1927__ $4.00 1930__ 030 1936__ 1.00 1939__ $1.00 No dividends paid. U. S. securities.. ISSUED--Together with 6% stock, to holders of old 8% (see No. l, above). prior preferred preferred stock Notes receivable. Accts. rec.. net.. Ins., cash val.... ERaw mat., etc.. 1. Crown Overall Mfg. Co. common; no par: ffiFin. goods, etc. ________ 1,659 449.419 93.776 714.137 439,082 100.031 EAlso paid 900% stock dividend. 2.894 292.679 84 332 3. Dewey & Almy common; no pars Chemical Co. class B 431358 AUTHORIZED--7.200 shares; outstanding, 7, 345.814 200 shares; no par. AUTHORIZED--12.000 shares; outstanding. 12,- In Sept., 1937 the formerly outstanding com oo shares; no par. DIVIDEND RESTRICTIONS -- No dividend be paid on common until all prior pre- xerred has been retired and/or purchased ana until has been paid on participating Total current fflLd.. bldgs., etc. Formulae, etc. ,, Prepayments ... $1,846,833 1,114.604 1 18.928 $1385596 950.066 1 mon shares were exchanged for shares of this issue on the basis of 3 class B common for one common share. 26.925 VOTING RIGHTS--Has sole voting power, subject to preferred restrictions (see No. 1. preferred; thereafter dividends on common jay be paid up to $5 per share. Participates Total ________ 52.980,426 above). $2,362,588 DIVIDENDS PAID--Same as common (No. 2, F1 further dividends with participating pre Liabilities: wired equally per share. Accts. payable__ No dividends paid. Tax reserve_____ ISSUED--Under plan dated June 26, 1933, to S?Ade/s $100 par common, one new no Res. for losses ... Accruals $319,787 212.200 39,506 65.435 *175.657 81.900 12.679 76.133 above). Transfer Agent: Stocks transferred and registered at company's office. Capital Change*: Company retired class A preferred and *7 cumulative preferred at 105 share for each old $100 par share. m Sept., 1937. Transfer Agent: Central Trust Co., Cin Total current. cinnati. Ohio. Price decline res. 0*BUtrar: First National Bank. Cincinnati. Cont. redemp. res. Deferred income. TS5 pfd. stock__ dewey & almy chemical co. [TCommon stock. Capital surplus -- History; Incorporated under Massachusetts Earned surplus -- $636,928 100.000 4.576 14.306 1.110.556 240.440 179.200 694.420 $346,369 On Dec. 6, 1938, stockholders approved a 4.005 7.559 1.132.713 218.283 179200 474.459 proposal providing for exchange of $7 prior preference and *7 class B preferred stocks for a new issue of $5 convertible preferred stock, plus cash or common slock. Holders of $7 prior preference stock received a share for snare exchange for the new convertible preferred, and received additionally either % aws :n 1918. Total ............... 52,980.426 In 1933, company sold its entire 45%% in-Mrensyt. in Dartex. A. G,, Frankfurt A. M., G er- Net curr. assets.. $1,209,965 CCLower of cost or market. $2.362 388 $1.039337 share of common, or $10 in cash while holders of class B preferred received for each share one share of new convertible preferred and % share of common. Walpole Factories, Inc. (formerly Multi- EAfter depreciation and obsolescence; 1938, Subscription Rights: All stockholders of v?<}\OS Co.. Walpole, Mass., acquired in May. j-v) was liquidated in Dec.. 1935, after sale land and buildings. Prior to this, in practically all of its assets, other than $1,344,327; 1939. $1,453,010. TNo par shares: 1939, 22.054: 1938. 22.494. ^Common and class B common no par shares: 1929, 193.535: 1938, 191.775. record April 10, 1930, had right to subscribe to blocks of two shares of class A preferred (since retired) and one share of class A com mon (now "common") at $204.50 per block I'd and buildings, were sold to Dewey & Accounts certified by Lybrand. Ross Bros. Sc (includes $200 and $3.50 accrued dividends to IT>y Chemical Co. (Mass.). Montgomery. June 1, 1930. for both shares of preferred. i.i iii .f. iu 1r !'S K 4H