Meeting Minutes: 1914-12-14 Board
Dec 14/14 Special meeting of the Board of Directors of the
J. Wiss & Sons Co. held this fourteenth day of December
Nineteen hundred and fourteen to consider and enter into
an agreement of consolidation with the R. Heinisch's
Sons Co. on lines negotiated between our President and
certain stockholders of the Heinisch Co.
Meeting called to order by President Wiss at
9:30 A.M. President were Fanny B. Wiss, J. Robert Wiss
and F.C.J. Wiss.
A motion was made by Fanny B. Wiss and seconded
by J. Robert Wiss that we enter into the agreement.
Motion was carried and in conformity therewith the
agreement was signed in duplicate by the President
and Directors and the corporate seal affixed and
attested by the Secretary.
There being no further business a motion to
adjourn was carried.
Fanny B. Wiss Sec.
AGREEMENT, made and entered into this
Fourteenth day of December, One Thousand nine hundred
and fourteen, by and between J. WISS &
SONS CO., a corporation of the State of New Jersey,
by its Directors and R. HEINISCH'S SONS CO., a
corporation of said State of New Jersey, by its
Directors:
WHEREAS the principal and registered office of
J. Wiss & Sons Co. in the State of New Jersey is at
No. 33 Littleton Avenue, in the City of Newark, County
of Essex, and Frederick C.J. Wiss is the agent therein,
in charge thereof, and upon whom process against said
corporation may be served; and
WHEREAS the principal and registered office of
said R. Heinisch's Sons Co. in the State of New Jersey
is at No. 109 Bruce Street in the City of Newark,
County of Essex, and Rush E. Heinisch is the agent
therein, in charge thereof, and upon whom process
against said corporation may be served; and
WHEREAS the said J. Wiss & Sons Co. was organized
pursuant to the provisions of an act of the Legislature
of the State of New Jersey, entitled "An Act Concerning
Corporations (Revision of 1896), for the purpose of
carrying on business of the manufacture and sale of
shears, scissors and cutlery and the products thereof
and other like articles, and the said R. Heinisch's
Sons Co. was organized pursuant to the provisions of an
WHEREAS the said J. Wiss & Sons Co. was organized
pursuant to the provisions of an act of the Legislature
of the State of New Jersey, entitled "An Act Concerning
Corporations (Revision of 1896). for the purpose of
carrying on business of the manufacture and sale of
shears, scissors and cutlery and the products thereof
and other like articles, and the said R. Heinisch's
Sons Co. was organized pursuant to the provisions of an
Act of the Legislature of the State of New Jersey,
entitled "An Act Corning Corporations, approved
April 7, 1875, and the several acts supplemental thereto
and amendatory thereof, for the purpose of carrying on
business of the same or a similar nature, namely, the
manufacture or sale of cutlery and other similar
articles of manufacture; and
WHEREAS the respective Boards of Directors of the
said corporations deem it advisable, for the purpose of
greater efficiency and economy in management, and in
order to obtain a more extended market for the products
of the said corporations, as well as for the general
welfare of the said corporations, to merge and
consolidate them under and pursuant to the provisions
of an Act entitled "An Act Concerning Corporations
(Revision of 1896)";
NOW, THEREFORE, in consideration of the premises
end of the mutual agreements, covenants, provisions
and grants herein contained, IT IS HEREBY AGREED,
by and between the said parties hereto as follows:
ARTICLE I.
The Said J. Wiss & Sons Co. and the said
R. Heinisch's Sons Co. are hereby consolidated into a
single corporation under the name of J. Wiss & Sons Co.,
and the said R. Heinisch's Sons Co. does hereby agree to
merge into and consolidate with itself said J. Wiss. &
Sons Co., hereinafter called "The Consolidated Corporation."
ARTICLE II.
The corporate name, franchises, rights, immunities
and organization of the said J. Wigs & Sons Co. shall
remain intact: the corporate name and organization of the
said corporation of R. Heinisch's Sons Co., except so
far as are continued by statute, shall cease upon the
filing of this agreement in the office of the Secretary
of State of the State of New Jersey.
ARTICLE III.
The said consolidated corporation, in addition to
the powers conferred by statute, shall have the powers
granted by and shall be subject to and be governed by
the amended certificate of incorporation of the said
J. Wiss & Sons Co., to be hereafter filed in the office
of the Secretary of State of the State of New Jersey.
ARTICLE IV.
The by-laws of the said consolidated corporation
shall be the by-laws of the present J. Wiss & Sons Co.
until changed or amended as provided therein.
ARTICLE V.
The Board of Directors of the said consolidated
corporation shall be three in number, and the names and
places of residence of the first Directors thereof,
who shall hold office until their successors are chosen
as provided by the by-laws of the said corporation,
are as follows:
NAMES OF DIRECTORS RESIDENCE
Frederick C.J. Wiss, 171 Fairmount Ave.,
Newark, N. J.
Fanny B. Wiss, 83 Johnson Ave.,
Newark, N. J.
J. Robert Wiss, 261 South 8th St.,
Newark, N. J.
The first officers of the said consolidated corporation
shall be a President, a Secretary and a Treasurer, and
their names and places of residence are as fallows:
OFFICE NAME RESIDENCE
President, Frederick C.J. Wiss, 171 Fairmount Ave.,
Newark, N.J.
Secretary, Fanny B. Wiss, 83 Johnson Ave.,
Newark, N.J.
Treasurer, Frederick C.J. Wiss, 171 Fairmount Ave.,
Newark, N.J.
ARTICLE VI.
The capital stock of the consolidated corporation
if Four Hundred Thousand ($400,000.) dollars, divided
into four thousand shares of the par value of One hundred
($100.) dollars each, consisting of three thousand shares
of common stock and one thousand shares of six per cent
cumulative preferred stock. The rights of the holders
of the said common stock and the preferred stock,
respectively, shall be set forth in Said amended
certificate of incorporation of the said J. Wiss & Sons Co.,
a copy of the proposed amendments marked Exhibit F"
being hereto annexed and made a part hereof.
ARTICLE VII.
The said corporations are merged and consolidated
upon the understanding and agreement that the present
indebtedness of each of the said corporations shall be
assumed in full by the consolidated corporation.
ARTICLE VIII.
All property, real, personal and mixed, of the
said corporations parties hereto, shall vest in the said
consolidated corporation immediately upon the adoption
of this agreement by the stockholders of the said
corporations, and the said R. Heinisch's Sons Co. shall
execute and do all assignments, assurances in the law
and things necessary to vest the title to such property
in the said consolidated corporation, and otherwise to
carry out the purpose of this agreement.
ARTICLE IX.
The manner of converting the capital stock of the
corporations parties hereto into the capital stock of
the consolidated corporation shall be as follows:
All present holders of stock of J. Wiss & Sons Co.
shall continue to hold the same certificates of stock
which they now hold, and such certificates shall
represent a like number of shares of the common stock of
the consolidated corporation.
The present value of the stock of the R. Heinisch's
Sons Co. shall be determined as follows:
(a) Real Estate (factory plot 230' x 110', with
buildings thereon), machinery, tools, fixtures,
&c., are to be valued at.............. $65,000.
(b) Merchandise, materials, supplies, &c., are to
be inventoried at the same rates as applied
to the July, 1914, inventory of J. Wiss & Sons
Co; as to merchandise finished or unfinished,
an allowance of 30% shall be added to said
inventoried values of said items; all
goods not inventoried by J. Wiss & Sons Co.
shall be valued at figures mutually agreed
upon.
(c) Cash on hand and in bank at the true
amount of same at the date of transfer.
(d) Accounts Receivable and Bills Receivable.
mutually agreed to be good, to be
inventoried at their face value.
(e) Patents, good-will and all other assets
to be included in the above without
further consideration.
From the total of the above gross assets
shall be deducted the following items :
Real Estate Mortgage, covering the
factory premises.................$12,000.
Bills and Accounts Payable to the
amount actually owing at the date
of transfer, together with any
and all other liabilities of
obligations.
The net assets as determined by the above base figures
to be divided by 1196, this being the number of shares
of stock outstanding of the R. Heinisch's Sons Co.,
and the quotient thus obtained shall determine the
value of each share of stock of said Company.
Each of the Stockholders of the said R. Heinisch's
Sons Co. shall be entitled to one share of six per cent
cumulative preferred stock of the said consolidated
corporation for each $100.00 represented by his stock
in the said R. Heinisch's Sons Co. at its present value
figured upon the basis as above set forth. That is to
say, each holder of the stock in the R. Heinisch's Sons
Co. shall receive in exchange for said stock an amount
of cumulative preferred stock at per value equal in
amount to the value in dollars as above determined
of each share of said R. Heinisch's Song Co.'s stock
multiplied by the number of shares held by him in said
R. Heinisch's Sons Co.
ARTICLE X.
Any stockholder of the said R. Heinisch's Sons Co.,
upon presenting his certificate of stock and surrendering
the same to be cancelled at the registered office in
of this state of the consolidated company, shall be
entitled to receive a certificate for the proper number of
shares of the capital stock of the said consolidated
corporation, pursuant to Article IX in this agreement,
and to be registered as a stockholder in said
consolidated corporation.
ARTICLE XI.
The consolidated corporation shall pay all
expenses of merger and consolidation, including legal
expenses.
ARTICLE XII.
The principal office of said consolidated
corporation in the State of New Jersey is at No. 33 Littleton
Avenue, in the City of Newark, County of Essex, and
Frederick C.J. Wiss is the agent therein, in charge
thereof, upon whom process against the company may
be served.
ARTICLE XIII.
This agreement shall be submitted to the
stockholders of each of the corporations parties hereto
and as provided by law, and shall take effect and
be deemed and taken to be the agreement and act of
merger and consolidation of the said corporations
upon the adoption thereof by the votes of the holders
of two-thirds of all the shares of the capital stock
of each of said corporations, and upon the doing of
such other acts and things as shall be required by
said "Act Concerning Corporations, Revision of 1896"
and the several supplements thereto and Acts amendatory
thereof.
This agreement is subject to the approval in writing
of the Board of Public Utility Commissioners of the
State of New Jersey.
IN WITNESS WHEREOF the said parties
to this agreement have, in pursuance of a resolution
passed by the Board of Directors of each of the said
corporations at meetings thereof, duly and regularly
held held, at which a quorum was present, caused the
respective seals of said corporations to be hereto
affixed and these presents to be signed by their
respective Presidents and attested by their respective
Secretaries, all thereunto duly authorized, the day
and year first above written.
For J. Wiss & Sons Co.
Frederick C.J. Wiss
President.
For J. Wiss & Sons Co.
Attest:
Frederick C.J. Wiss
Fanny B. Wiss President.
Secretary.
) Frederick C.J. Wiss
)
Directors ) Fanny B. Wiss
)
) J. Robert Wiss
FOR R. HEINISCH'S SONS CO.
R.E. Heinisch
President.
Attest:
E.A. Heinisch
Secretary.
) Florence L. Heinisch
)
) E.A. Heinisch
)
) D.W. Van Tine
Directors )
) R.E. Heinisch
)
) C. Hauf, Jr.
)
) Jos. D. Gallagher