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UNITED STATES RADIOM CORPORATION 535 Poarl Street, New York May 2nd, 1929. Board of Directors, United States Radium Corporation. Gentlemen: During the past year a Committee composed of D.W. Ladd, J.F.B.Mitehell, Joseph W. Burden and C. B. Lee, representing holders of a large majority of both classes of stock of United States Radium Corporation has been attempting to formulate a plan to readjust the capital structure of the Corporation with the hope of making possible the payment of current dividends out of current earnings on the pro- ferred stock and improving and protecting the equities of the stock- holders of both classes. As the first step in such plan a special meeting of stockholders was held on February 28th, 1089, and adjourned to March 1, ,1929, at which time the capital of the Corporation was re- duced, the preferred stock reclassified into a new class denominated $7 Cunulative Prior Preference Stock, the Class B stock reclassified into Class A stock and the Certificate of Incorporation of the Corpor- ation so amended as to carry out these purposes. The most important step in the proposed resdjustment has been the elimination of the amount of unearned, unpaid accumulated dividends on the 4,000 shares of outstanding preferred stock of this Corporation. These dividends constitute a constantly growing obstacle to the payment of any future dividends out of earnings, and also prejudice the general credit position of the Corporation. The plen proposed by this Committee and herewith presented to your consideration contemplates the creation of a new $7 Cumulative First Preferred Stock ranking prior to the present preferred stock, to be issued share for share in exchange for shares of the present preferred stock which may be voluntarily surrendered by the holders for such purpose accompanied by a release and surrender of all rights to unpaid accumulated dividends. The plan also contemplates that there will be issued to the holders of all such shares of the present preferred stock as are so exchanged, a stock dividend consisting of one share of Class A stock for each share of preferred stock exchanged. In the opinion of this Committee this plan for the readjust- ment of the capital structure of your Corporation is advisable from the standpoint of both the preferred and Class A stockholders and we strongly advise its approval by the Board of Directors and its pros- entation to and acceptance by the holders of all the stock of this Corporation presently outstanding. Very truly yours, Chairman of Stockholders Committee.