[D0230AAB], Agreement, Thomas Alva Edison, National Phonograph Co, Edison United Phonograph Co, February 13th, 1902
https://edisondigital.rutgers.edu/document/D0230AAB
Transcription
Feb 13, 1902 [J. M. Whiting?] As a basis of settlement between the interests represented by the Edison United Phonograph Company and the various companies controlled by it, and the interests represented by Mr Thomas A. Edison and the National Phonograph Company and the other companies and interests controlled by them, (1) The Edison United Phonograph Company shall be wound up. (2) A new company shall be formed, to be entitled the "Edison International Phonograph Company," with a capital stock of $1,000,000. To this company shall be transferred all of the interests contracts and property now owned or controlled by the Edison United Phonograph Company, including the money in its treasury or held for its account, or in the treasury of the International Graphophone Company (the same being about $40,000), and also $4,000,000 of the stock of the International Graphophone Company which carries with it the ownership of $144,000 of the stock of the Edison Phonograph Works. (3) A mortgage to secure bonds for $400,00 shall be made by this company, secured upon all of its property. These bonds shall be used to take up in exchange for the present issue of $350,000 of notes of the Edison United Phonograph Company. (4) This company shall offer to transfer to Mr Edison or to the National Phonograph Company all the rights owned by it under way of its contracts for the manufacture of phonographs for sale in any part of the world, and shall transfer to Mr Edison or to his nominee, one-quarter of its capital stock, to wit, $250,000 of the said stock, on condition that one-quarter of the capital stock of the National Phonograph Company shall be assigned by him or the present owners thereof, to the proposed new company. (5) The balance of the capital stock of this company, to wit, $750,000, shall be distributed, as respects $300,000, pro rata to the stockholders of the International Graphophone Company, in retirement of the present capital stock of that company. The remaining $450,000 shall be issued to Cary & Whitridge, for distribution by them in the manner agreed upon by them, or as they may see fit. (6) The board of directors and the officers of the new company shall be nominated by Messrs Gary & Whitridge. (7) The undersigned agree for themselves and the various interests represented by them, to do everything in their power to carry out the proposed settlement herein outlined, and for that purpose agree to place their resignations in the hands of Messrs Cary & Whitridge and hold all the stocks of any of the above mentioned companies in their possession or under their control, subject to the order of Messrs Cary & Whitridge, for the purpose of carrying out the proposed settlement.