Kaiser-Frazer Corp. sold its 200,000 shares to a group of investors, the identity of which is not available to us. As of February 28, 1949, Portsmouth Steel Corp. owned 234,014 shares of common stock (10.3 percent) of the Cleveland-Cliffs Iron Co. On November 16, 1949, the stockholders of Portsmouth Steel Corp. approved an agreement which provided that the Detroit Steel Corp. would acquire (1) the steel plant of Portsmouth in exchange for 260,000 shares of Detroit's common stock, (2) the inventories and supplies of Portsmouth for about $6,000,000 cash, and (3) the coal subsidiary of Portsmouth for $220,000 cash, plus 30,000 shares of Detroit common stock. As a result of the Detroit sale, Portsmouth owned about 290,000 shares of Detroit Steel Corp. common stock, as well as its interests in the Cleveland-Cliffs Iron Co., and certain other assets. In December 1949 certain stockholders filed a stock-appraisal suit against the Portsmouth Steel Corp., and certain other stockholders filed another suit to prevent the sale or to require liquidation by the corporation. In March 1950 14 appraisal suits representing 69 shareholders were consolidated into one suit. The capitalization including long-term debt of Portsmouth Steel Corp. as of December 31, 1948, was as follows: The Alan Wood Steel Co. was incorporated in 1929 to take over a steel company whose establishment and operations dated back to 1792. The Koppers Co. owned 55 percent of Alan Wood's common stock until January 1946, when the stock was sold to interests identified with the management. The only public financings which Alan Wood has done were offered through Drexel & Co. In 1924 the company's predecessor, the Alan Wood Iron & Steel Co., issued $3,500,000 of 6-percent bonds through Drexel & Co., and the proceeds were used to retire the 6-percent notes and for working capital. In 1948, $6,300,000 of 5-percent bonds were offered by Drexel & Co. The capitalization, including long-term debt of Alan Wood Steel Co. as of August 31, 1949, was as follows: Long-term debt____ $6,300,000 Preferred stock, 5 percent cumulative, $100 par (70,397 shares) 7,040,000 Common stock and surplus: Only since 1946 has the Newport Steel Corp. been in the steel business. The company and its predecessors have gone through several different changes of business, through consolidation and otherwise and has had several changes of name. Its predecessors date back to 1902. In December 1940, the Foster Machine Co. of Indiana (incorporated in 1902) bought the assets of the International Machine Tool Co. (incorporated in 1922 to succeed a partnership established in 1908), and in 1941 assumed the name of the International Machine Tool Corp. In 1941 114,998 shares of International common stock were offered on behalf of the corporation and 56,713 shares of common stock were offered secondarily in two blocks on behalf of certain stockholders, both at $10.80 (gross to the corporation, $1,241,978), through a group headed by Reynolds & Co, and E. H. Rollins & Co. International Machine Tool merged in 1943 with the Detrola Corp. of Detroit (incorporated in 1931 as Detrola Radio Corp.), changed its name to the International Detrola Corp., and entered into the radio and record-changer business. Prior to the merger, Detrola had in 1936 offered 25,000 shares of its common stock at $3.50 to Michigan residents only through D. M. Woodruff & Co. The merger between Detrola and International Machine Tool was accomplished by the issuance of 152,000 shares of International common stock in exchange for the outstanding stock of Detrola. That same year the newly merged company purchased the assets of the Commercial Welding Co. In 1945 International Detrola acquired virtually the entire stock of the Rohr Aircraft Corp. (incorporated in 1940) through the issuance of 273,592 shares of International Detrola common stock. Rohr Aircraft manufactured aircraft parts, including power plant assemblies. Originally Rohr Aircraft had issued 150,000 shares of its common stock at $1, for $111,500 cash and $38,500 promotional and legal services. In addition Rohr Aircraft Corp. had offered 135,000 shares of its common stock at $4.40 per share in 1941 through a syndicate headed by Lester & Co. At the same time the syndicate offered 65,000 shares of Rohr Aircraft common stock on behalf of the Consolidated Aircaft Corp. The assets of Rohr amounted to $32,651,934 as of July 31, 1944, and its funded debt amounted to a $10,000,000 regulation V loan. International Detrola acquired the stock of Utah Radio Products Co. in 1945 and merged Utah with itself. The acquisition and merger was accomplished through the issuance by International Detrola to Utah stockholders of 197.670 shares of its common stock. Prior to the merger, Utah's stock had first appeared in the market in 1928, when 62,500 shares of its common stock were offered at $17.50 for the account of certain stockholders through Trumbull, Wardell & Co. In 1937 Utah offered rights to 98,190 shares of its common stock at $2.25 (gross proceeds $220,927), underwritten by Fuller, Cruttenden & Co.. and the proceeds were used to pay off six bank loans. In 1944 rights to $1,175,000 of 4-percent convertible bonds were offered by Cruttenden & Co. At the time of the merger with International Detrola in 1945, the remaining $658,000 of outstanding 41⁄2-percent bonds issued by Utah in 1944 were converted into 48.656 shares of International common stock (except for a small amount which was redeemed in 1945). At the same time in 1945, International Detrola acquired the assets of the Universal Cooler Corp. (incorporated in 1924), and merged Universal with itself. The Universal Cooler Corp. manufactured and sold refrigerator systems. Its acquisition was accomplished through the issuance of 177,674 shares of International common stock to Universal stockholders. Universal stock had first appeared in the Detroit market in 1926. No evidence appears of any other direct public offering of securities of Universal. Its war business was financed by a regulation V loan through notes to banks. International Detrola in 1946 acquired the Andrews Steel Co. and its subsidiaries, the Newport Rolling Mill Co., the Globe Iron Roofing & Corrugating Co., the Newport Culvert Co., and the Hardy-Burlingham Mining Co. The following year International Detrola purchased blast furnace property of Wheeling Steel Corp. in Ohio, and sold the mines of the Hardy-Burlingham Co. The financing and method of acquisition of these purchases do not appear to be reported. In 1948 the company suspended its radio and phonograph manufacturing business but remained as one of the country's largest producers of console cabinets. The following year International Detrola changed its name to the Newport Steel Corp. and in 1950 the Newport Steel Corp. sold its aircraft tool division. International Detrola in 1947 privately sold $5,000,000 of its 32-percent, bonds to the Equitable Life Assurance Society of the United States through Birth & Co. The following year the company issued a $592,695 purchase money mortgage in connection with its acquisition of the steel producing facilities. The formation and growth of the Newport Steel Corp. is comparatively barren of public offerings of bonds but has involved numerous primary and secondary offerings and exchanges of common stock. The capitalization including long-term debt of the Newport Steel Corp. as of October 31, 1949, was as follows: EXHIBIT S-189 Public and private financing by 16 steel producers having blast-furnace facilities [Securities are bonds unless otherwise designated] Issue Principal under- 1924 $3,500,000 6's of 1944.. Drexel & Co.. Offerings and placements by or for account of the companies named 1 Alan Wood Iron & Alan Wood Steel Co.. Date of issue 1948 1915 Do...... Do.... Do... $6,300,000 5's of 1963. 1923 $7,000,000 6's, 1938... 1923 $7,000,000 7 percent preferred 1928 $25,000,000 5's of 1948. do. A. G. Becker & Co., Field, Richards & Co., W. E. Hutton & Co., W. E. Hutton & Co... W. E. Hutton & Co.. Ward & Co. Harris, Forbes & Co.. Kidder, Peabody & Field, Glore & Co... Not underwritten.. Disposition of private placements and loans Purchased by 2 in surance com. panies. $5,000,000 series A 3's of 1950. $10,000,000 series L 3%'s of 1943 $10,000,000 series M 3's $12,000,000 14 percent serial Do. Do. Do. Purchased pri- ety. Do. 1948 $35,000,000 series B 3's of 1968 Bethlehem Steel Corp.. 1912 $15,200,000 5's of 1942...... See footnotes at end of table, p. 369. Hallgarten & Co. Do. Public and private financing by 16 steel producers having blast-furnace facilities-Continued [Securities are bonds unless otherwise designated] Principal under- Clark, Dodge & Co.... J. & W. Seligman & Guaranty Trust Co... Bankers Trust Co... Lee, Higginson & Co.. Guaranty Co... Lee, Higginson & Co.. .do. Do... 1929 ers.' Kuhn, Loeb & Co..... Kuhn, Loeb & Co..... 1940 $30,000,000 series G 3's of 1960. Kuhn, Loeb & Co..... 1940 $40,000,000 series H 34's of 1940 $35,000,000 serial debentures Smith, Barney & Co.. Kuhn, Loeb & Co...... Kuhn, Loeb & Co..... Kuhn, Loeb & Co. Smith, Barney & Co.. 627,960 common at $32.50.... Kuhn, Loeb & Co.... Smith, Barney & Co.. See footnotes at end of table, p. 869. Disposition of private placements and loans Sold privately to 12 banks and insur ance companies. |