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168 Corporation Finance 12

certified, papers, listing, stock, copies and securities

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168 CORPORATION FINANCE 12. Map of property and contemplated exten sions.

13. Specimens of all securities to be listed.

For bonds: 14. All papers required for listing stocks and also seven copies of the mortgage or indenture, one copy (a) certified to by trustee, (b) with copies of all certificates of proper recording.

15. Trustees' certificate.

16. If bonds are convertible into stock, certi fied copies of (a) action of stockholders, and (b) of directors, authorizing issue and reservation of stock specifically for conversion.

17. Certificate of disposition of securities re deemed or refunded.

18. Certificate as to collateral deposited.

19. Certified copy of release or satisfaction of underlying mortgages.

For securities of reorganized corporations: 1. All papers required above for listing stocks or bonds, as the case may be.' 2. Certified order of court confirming sale on foreclosure or other authority for reorganization.

3. Certified copy of plan of reorganization.

4. Income account; balance-sheet at close of receivership, if available.

5. Balance-sheet at date of organization.

For additional amounts: 1. Nos. 4, 5, 6, 7, 9, 10 of 'wipers required for original listings.

2. Nos. 1, 2, 3, 8, and 11 of said papers for stock, if any changes have occurred therein since last listing.

3. Nos. 14, 15, 16, 17, 18, and 19, of said papers for bonds, if any changes have occurred therein since last listing.

4. Certified copy of proper public authority for increase.

For certificates of deposit, voting trust, etc.: 1. Papers required above for listing stocks or bonds.

2. Certified copies of any legal proceedings and court orders.

3. Seven copies of deposit or trust agreement, one certified to by proper authority.

4. Seven copies of circulars, issued by trustees or committee, one certified to by proper author ity.

5. Amounts deposited.

6. Detailed distribution.

Besides filing the specific papers just de tailed, the petitioner for listing must in his application convey the following informa tion: A. Title of corporation.

B. (1) Date of organization; (2) name of State authorizing incorporation.

C. (1) Duration of charter; (2) and of charters of constituent, subsidiary, owned, or controlled companies.

D. (1) History of corporation; (2) if a consoli dation, merger, or reorganization, history of predecessor, and constituent, subsidiary, owned, or controlled companies, or firms, showing (a) names, location, and stock issues; (b) conditions leading to new organization.

E. (1) Charter rights; (2) nature of business, character and amount of annual output, number of employees; (3) special rights or privileges granted directors by charter or by-laws.

F. (1) Whether capital stock is full paid; (2) non-assessable; and (3) if personal liability at taches to shareholders.

G. (1) Issues, dividend rate, and par value; (2) total amount of each, authorized and issued; (3) increases and authority therefor, including (a) action by stockholders, (b) by directors, and (c) by public authorities, etc.; (4) amount un issued, (a) options or contracts on same, (b) spe cific reservation for conversion.

H. If preferred stock; (1) whether cumulative or non-cumulative; (2) preferences, including (a) voting power; (b) dividends; (c) distribution of assets on dissolution or merger; (d) redemption.

I. Voting power of obligations of debt.

J. (1) Dividends heretofore paid; (2) by pred ecessor, or constituent, subsidiary, owned, or controlled companies; (3) earnings for preceding five years, if available.

K. Description of property (1) owned in fee; (2) controlled; (3) leases; (4) franchises; (5) lo cation, nature, and acreage; (6) railroads, mile age completed, operated, and contemplated, and trackage rights; (7) traffic agreements; (8) equip ment; (9) character of buildings and construc tion; (10) timber, fuel or mining lands, water rights (see paragraphs T to Z, below).

L. (1) Purpose of issue; (2) application of pro ceeds; (3) amount of issue for securities, con tracts, property, description and disposition of securities acquired; additional property acquired or to be acquired, with particulars, as required by paragraph K.

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