[HX88034B], Agreement, Thomas Alva Edison, Jesse H Lippincott, North American Phonograph Co, October 30th, 1888


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[HX88034B], Agreement, Thomas Alva Edison, Jesse H Lippincott, North American Phonograph Co, October 30th, 1888

Editor's Notes

Summary: This is an agreement between Lippincott and Edison. Lippincott is indebted to Edison for $175,000 and wishes for an extension. Edison agrees, but on the following terms: First, Edison is no longer obligated to acquire the Hemenway stock, worth $22,500, and in exchange Lippincott's debt is reduced by that much, from $175,000 to $152,000 Second: Edison agrees to extend the payment of the $152,000 as follows: $43,750 to be paid Jan. 5, 1889, $43,750 to be paid February 1 1889, and $65,000 to be paid Mar. 1 1889. Edison is to receive promissory notes for each of these amounts, bearing 6 percent per annum interest upon the execution of this agreement, though Lippincott has the right to pay these notes before maturity if he so desires. Third: Edison acknowledges that Lippincott delievered to him 11,850 shares of stock in the Edison Phonograph Company as security for the three promissory notes. Edison is to have full voting powers on this stock. In the event of default on any of the three promissory notes, Edison shall have the right to sell this stock, after deducting from the the proceeds the amount of Mr. Lippincott's indebtedness to him, and turn over any surplus to Lippincott. Fourth: Lippincott agrees that upon the execution of this instrument by Edison, he will hand over a certificate of fully paid North American Phonograph Company stock, for 6,100 shares at $610,000 par value. Edison acknowledges the receipt of the certificate. Fifth: Edison receives the aforesaid stock on the following conditions: a) Lippincott intends to publicly offer enough of the stock in this company to realize $1,000,000 cash before May 1 1889 b) It is assumed for the purpose of the agreement that the stock will not sell for less than $25 per share. C) If the stock is not offered to the public in the ordinary manner prior to May 1 1889, or if prior to that date the stock is offered to the public for less than $25 per share, or if not enough of the stock is sold by that date to realize 1 million dollars, then Edison acquires absolute ownership of the said 6,100 shares of stock. And if the stock sells for less than $25 per share, Lippincott will give Edison an additional amount of stock so that Edison's shares shall aggregate $152,000. d) However, if Lippincott succeeds in selling the stock for more than $25 per share and enough is sold to aggregate at least $1 million then Edison will return to Lippincott a certain portion of the 6,100 shares to be determined as follows: The sum of $152,000 shall be divided by the average price at which the stock is offered to the public, and the quotient resulting from the division is the number of shares which Edison will be allowed to retain, the balance being returned to Lippincott. E) "phono quantities" While the stock remains in his possession Edison has full voting power on this stock. However, if Lippincott prefers to sell the stock at private sale, he will have the right to do so without be subject to the conditions imposed herein as regards public sale. Signed and selaed by Lippincott, and his secretary, as well as by Edison and his secretary.





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