The Thomas A. Edison Papers Digital Edition

Transcription

EATON & LEWIS									Jan. 28, 1892. 
S.B. EATON 
EUGENE H. LEWIS 
Edison Phonograph Works, 
O. Tate, Esq., Secretary. 
Dear Sir: 
Replying to Mr. Ware’s letter of the 20th inst., asking for the date and location of the Board meeting when the Capital Stock was increased from $600,000 to $1, 200, 000, I beg to say that the meeting took place at Orange October 8th, 1890, at the Labora-tory, and that you will find a full account of it on page 83 of the Minute Book of the Company, the said Minutes having been prepared by me with care. 
Referring to your letter of the 21st inst. Asking if there is any reason why the Certificates of Increased Capital from $600,000 to $1,200,000 should not be issued, I beg to say that the Board at its meeting held on October 8th, 1890, authorized Mr. Edison’s part of this stock to be issued to him, and authorized the old agreement with him dated May 12th, 1888, to be amended as voluntarily suggested by him dated May 12th, 1888, to be amended as voluntarily suggested by him, so that none of his trust stock from first to last should be entitled to participate in dividends unless the earnings amount to over One hundred per centum on the entire capital exclusive of the Edison Trust Stock, provided however, that Mr. Edison’s said share (which is fifty-two per centum, $312,000) be delivered only as and when the remaining forty eight per centum $288,000 may be issued. You will find this fully set forth in the Minutes of said meeting. See page 83 book of Minutes. The said Book of Minutes is in my custody. My impression is that out of regard to Mr. Seligman, a promise was made to him by Mr. Insull that this increased capital should not be issued without first letting him know about it, so far as issues to Mr. Edison under his contract are concerned, notwithstanding the fact that it was fully authorized. As regards the issuing of the remaining $288,000, I think no action by the Board has been taken. 
What I now suggest is the following: 
(1) Let Mr. Seligman be notified that the Edison Trust Stock touching the last increase will be issued to Mr. Edison, just as fast as, and whenever, the forty two per centum of said increase is issued. (2) Let the Board meet and authorize the issuing of the forty-two per centum or any part thereof, on terms to be laid down by the Board. The Edison Trust Stock can then be issued promptly. 
(3) Let me be instructed to draw an amendment to the agreement of May 12, 1888, providing for the Trust Stock, so as to include what is set forth in the said Minutes of October 8th, 1890, touching Mr. Edison’s waiver of dividend as above mentioned. 
(4) I should state that Mr. Grinell, representing the Seligman and International Graphophone Co. interest, did not con-set at the said Board meeting of October 8th, 190, that the above mentioned things should be done, but had an entry made on the Min-utes that he did not vote either way. 
Awaiting your further instructions, I remain,	 
Very truly yours,  
B.S. Eaton