[HM89AAM], Agreement, Edison General Electric Co, Edward Hibberd Johnson, Samuel Insull, April 1889


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[HM89AAM], Agreement, Edison General Electric Co, Edward Hibberd Johnson, Samuel Insull, April 1889

Editor's Notes

Summary: This is an agreement regarding the acquisition of all of the property and assets of the Edison Electric Light Company by the Edison General Electric Company. Since the unanimous consent of all shareholders is required for this acquisition, an agreement with Mr. Johnson and Mr. Insull is laid out. 1) Johnson and Insull agree to acquire all of the stock of the Light Co. as fast as possible. 2) Arrangements are made for the price of the sale, the deposit of the stock, the division of the capital of the Light Co., how much is to be paid to Johnson and Insull per share of stock, etc. 3) The dividends for the Light Co. are to be contributed to the General Co. until the earnings of the General Company reach 8 percent of its capital stock, and this amount is to be deposited with the Farmers’ Loan and Trust Company. The agreement regarding this deposit between the Trust Company, Johnson and Insull, and Eaton is called Exhibit A and is annexed to this document. 4) All of this stock, including that held in Trust Certificates previously mentioned are subsequently to be deposited with Drexel, Morgan & Co., without passing through the hands or custody of Johnson and Insull. The provisions of this agreement are contained in a memorandum annexed here as “Exhibit B,” and the consent of the depositories is annexed here as “exhibit C.” 5) If Johnson and Insull fail to acquire all the stock of the Light Co. as rapidly as required, the General Co. can stop purchasing the stock. All the stock in the custody of Johnson, Insull, and Drexel Morgan and Co. is to be voted upon by the General Co. board of Trustees. The General Co. is not bound by the agreement until Johnson and Insull have secured one half of the stock of the Light co. The General Co. will not sell any of this stock without the consent of Johnson and Insull and 2/3 of the Board of trustees. 6) Johnson and Insull will receive all of the shares of the Light Co. that they have deposited once the General Co. has acquired all of the property (patents, stocks, equity, etc.) of the Light Co. 7) All parties are liable for their own fraud and misconduct, none are liable for the fraud and misconduct of anyone else. Exhibits A, B, and IV are then attached. Text: Typed in the original.




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Thomas A. Edison Papers, School of Arts and Sciences, Rutgers University
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