steel and copper wire and wire products and related business activities. On December 31, 1952, its corporate name was changed from John A. Roebling's Sons Company to The Roebling Securities Corporation.
2. On December 8, 1952, plaintiff entered into two agreements: one with the Colorado Fuel & Iron Corporation, (hereafter referred to as CF&I), and the other with the latter's subsidiary, the Colorado Steel Corporation, (hereafter referred to as Steel).
3. The agreement with Steel was for the sale of plaintiff's operating assets for $ 23,000,000, subject to certain adjustments
and the assumption of certain of plaintiff's liabilities.
4. In the agreement with CF&I, plaintiff agreed to purchase from it 200,000 shares of 5 1/2% cumulative preferred stock, which constituted the entire Series B issue, for $ 10,000,000.
5. Each agreement was expressly conditioned upon the simultaneous consummation of the other and each provided that if, for any reason, the other was not consummated the obligations of each party therein would cease and determine without liability on the part of either party to the other.
6. These agreements were consummated simultaneously at a closing held on December 31, 1952, which occurred in the following steps:
(a) Steel paid plaintiff $ 10,000,000.
(b) Plaintiff paid $ 10,000,000 to CF&I for the issuance to it of the 200,000 shares of Series B preferred stock.
(c) CF&I paid to Steel $ 14,999,000.
(d) Steel paid plaintiff $ 13,000,000 of the $ 14,999,000 it had received from CF&I.
7. As of December 31, 1952 CF&I had issued and outstanding 2,478,684.25 shares of common stock of no par value; 47,521 shares of 5% preferred stock, Series A, of the par value of $ 50 a share; and 200,000 shares of 5 1/2% preferred stock, Series B, of the par value of $ 50 a share, which entire issue was conveyed to the plaintiff on the date as stated above.
8. At the time of the closing, the 5% preferred stock, Series A, of CF&I was not listed on any stock exchange but was traded in the Over-the-Counter Market. At the end of December, 1952, CF&I Series A preferred stock was quoted at $ 40 bid and $ 43 asked. At the end of each of the last four months of 1952 and the first four months of 1953 this same issue was quoted as follows:
September, 1952 42 44
October, 1952 41 43
November, 1952 41 43
December, 1952 40 43
January, 1953 40 42
February, 1953 38 41
March, 1953 38 42
April, 1953 38 41
© 1992-2004 VersusLaw Inc.