格雷厄姆-纽曼公司——致股东的信函及1950财年年度报告

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GRAHAM-NEWMAN CORPORATION

120 WALL STREET

NEW YORK 5, N. Y.

February 27, 1950

To the Stockholders of Graham-Newman Corporation:

Submitted berewith are the financial statements of the Corporation, covering the fiscal year ended January 31, 1950.

The appended balance sheet indicates a net asset value of $106.57 per share on January 31, 1950, compared with $97.56 on January 31, 1949.

During the fiscal year total dividends of $10 per share mere paid, of which $7.63 has been designated as Capital Peronu cosa, 6026 yar share rogro and a patum or capta, Revenue Code; $0.28 per share represents a return of capital, and the balance of $2.09 per share represents ordinary Income.

The over-all gain for the year, including the net increase in unrealized appreciation, amounted to $19.01 per share. Net realized profits for the year, without reflecting the increase in unreaiized appreciation, amounted to $9.12 per share.

The attached financial statements have been reviewed by Messrs. Stern, Porter, Kingston & Coleman, Independent publie accountants, whose certificate is set forth herein.

During the Joar, the Corporation moved its offlees to larger quarters at 120 Wall Street. This enablad us to effect a much needed increase in our personnel by the addition of Messrs. Edward E. Laufer and Howard A. Newman to the staff. During the year, also, a limited partnership was formed, known as Newman & Graham, with a present capital Of $2,570,000, to operate on a basis similar to that of Graham-Newman Corporation. Operating expenses are being shared between the two businesses in proportion to capital. As a result, me have been able to expand our organization without increase in the Corporation's overhead.

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= 2 =

With deep regret we report the untimely death in December, 1949, of Seymour I. Cohn, our good friend and the Secretary of the Corporation since its inception. At a subsequent meeting of the Board of Directors, Mr. Laufer was elected Secretary to succeed Mr. Cohn and Mr. Howard A. Newman was elected Assistant Treasurer and Assistant Secretary.

The annual meeting of stockholders is scheduled to be held on Monday, April 10, 1950 at 2:00 P•M. Formal notice thereof, together with a proxy statement and request for proxles, will be sent to stockholders on or about March 31, 1950.

By Order of the Board of Directors,

Beni. Graham,

President

Jerome A. Newman,

Vice-President & Treasurer

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STERN, PORTER, KINGSTON & COLEMAN

CERTIFIED PUBLIC ACCOUNTANTS

551 File-Suenue, New Honk 17. N. 41.

MURRAY HILL 2-B075 To the Board of Directors and Stockholders

of Graham-Newman Corporation:

We have examined the Balance Sheet of Graham-Newman Corporation as at January 31, 1950 and the related statements of Profft and loss and Changes of Net Assets for the f1scal year ended January 31, 1950, have revlered the system of internal control and the accounting procedures of the company and, without making & detalled audit of the transactions, have examined or tested accounting records of the company and other supporting evidence by methods and to the extent we deemed appropriate and in accordance with generally accepted standards applicable in the circumstances.

Pursuant to regulations of the Securities and Exchange Compis- Bion applicable to regulated investment compantes, the Balance Sheet herein gives effect to the evaluation of investments in securities at their quoted market values as at the date thereot.

In our opinion, the accompanying Balance Sheet and related statements of Profit and loss and Changes of Net Assets, subject however to the notes appended thereto, present fairly the position of Graham- Newman Corporation as at January 31, 1950 and the results of Its operations Ior the fiscal year then ended, upon the basls of the accounting principles set forth hereinabove and applied, except for the change noted in lote D to the Financial Statements, which change we approve, on a basis consistent

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with that of the preceding yea

Stem -Coleman

Puter Kurpta"

STERN, PORTER KLOSTON . COLEMAN

Certified Pubile Accountants

New York, N. I.

February 21, 1950

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OBAHAM-NEWMAN

NEW

BALANCE

JANUARY 31,

(ON BASIS OF QUOTED

E T S

CASH IN BANKS

DEPOSITS WITH BROKERS

INVESTENIS IN SCURITES (See Note A)

(Cost $4,777,929.56)

OTHER ASSETS

Dividends Receivable

Interest Accrued on Bondi

Deposits and Sundry Receivables

PURNITURE AND PIXTURES

STERN, PORTER, KINORTON & COLEMAN

$21,275.10

220.00

963,59

$ 53,867.42

121, 850,24

5,568,145.00

22,458.69

5,005.86

$5,772,327.21

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CORTORATION

YORK

BHEET

1950

MARKET VALUE OF SECURITIES)

LIABILIFIES AND CAPITAL

NOTE PAYABLE - BANK (secured) $100,000.00

SECURITIES SHORT (Bee Note A

Net proceeds of sales $120,580.65

DUE TO BROKERS - for securities purchased

ACCOUNTS PAYABLE AND ACCRUALS

Benjamin Graham-

Additional compensation (Bee Note B) $ 31,972.55

Jerome A. Newman-

Additional compensation (see Note B) 31,972.55

Other 6,508.07

PROVISION FOR ADDITIONAL CONTINGENT

COMPENSATION OR OFFICERS

(on increase in unrealized appreciation o1

investments subsequent to January 31, 1948

(see Note B)

NET ASSETS APPLICABLE TO OUTSTANDING CAPITAL STOCK 5,328; 654.50

Capital Stock:

Authorized, Issued and outstanding:

• 50,000 shares of no par value

at stated value of $50,00 per share 2,500, 000.00

Capital Surpius 2,180,500.31

Earned Surplus

Total Capital Stock and Surplus 4, 680,500,51

Unrealized Appreciation of Investments

(arter deducting provision for related

of order contingent compensation

of officers) 648,154,19

Total, as above $5,328, 654.50

Equivalent to $106.57 per share

$5.771,327.21

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GRAHAM-NEWMAN CORPORATION

PROFIT AND LOSS STATEMENT

FOR THE PISCAL YEAR ENDED JANUARY 31, 1950

STATEMENT OF INCOME AND EXPENSES

(excluding gain or loss on investments)

Income

Dividends (see Note D)

$199,574.50

Interest on Investments

Total

ixpenses

Salaries of Officers:

$ 25,000.00

13,598.05

213,172.55

Benjamin Grabam (see Note B

Jerome A. Newman

Other

Other:

Office salaries

25, 000.00

10,499.99

18,820.57

Executive committee feea

Directors' feet

Rent and light

5,550.00

1,075.00

3, $59.5

,700.4'

Telephone and telegraph

Insurance

2,427.50

Taxes (other than Pederal income tax)

Legal and accounting

Custodian fees

General expense

Depreciation

6,536.23

:, 436.8:

,268.8

359.05

3,500.00

Payment to widow of deceased officer

Total

Interest Paid

110,598.20

1,927.22

total Expenses (exclusive o

additional compensation of officers

112,525.42

beFore deduct dadatonal meat tents-

officers ánd provision for Federal Income tax

100,647.13

ida-Expenditures Ior office fixtures, etc.

xitten off in prior year-capitalize

1,643.15 $102, 290.28

NET REALIZED GAIN ON SALES OF INVESTMENTS

Amount realized

Cost

BE INCON

2,301,654.90

1,884,219.65

417,435.25

NET INCOME, bet of derand pation or Pederal income tax

519, 725.53

Deduct-Additional compensation of officers (see Note B):

Benjamin Graham

31,972.55

Jerome A. Newman

63,945.10

Provolon or Pederal income tax (see N3te972.55

NET INCOME FOR YEAR

ADD-

63,945.10

455, 780.43

Increase In Unrealized Appreciation (see Note A)

618,274.91

Unrealized Appreclation-at January 31,1949 186,103.18

-at January 31,1950 804, 378.09

Deduct-Provision for additional contingent

compensation of officers (see Note B)

123,654,98

494,619.93

NET INCOME FOR YEAR - Including Increase

in unrealized

appreciation of investments 1e Notes A and B

$950,400.36

Equivalent (on 50,000 shares outstanding during year) to $19.01 per share.

SITAN, PORTER, KINGBION & COLEMAN

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GRAHAM-NEWMAN CORPORATION

STATEMENT OF CHANGES IN NET ASSETS

FOR THE FISCAL YEAR ENDED JANUARY 31, 1950

PER

SHARE*

$4,878,254.14 $ 97.56

KIT ASSETS AT JANUARY 31, 1949

ARD-NET INCOME FOR YEAR

Net Income, excluding gain or loss

on investments

$102, 290.28

(before deducting additional compensation

Of Officers)

417,435.25

Not Realized Gain on Sales Of Investments

Total

519,725.53

Doduct-Additional Compensation of Officers

Net Income for year

Increase In Unrealized Appreciation

of Investments

63,945.10

618, 274.91

455, 780.43

9.12

Deduct-Provision for related additional

123, 654.98

494, 619,93

9.89

contingent compensation of officers

Total

5,828, 654.50

116.57

Deduct-Dividends Paid (on 50,000 shares)

Apr'11 25,1949

July 20,1949

October 21 ,1949

January 31,1950

Total

per ex rare

1.25

1.25

6.25

$10.00

62,500.00

62,500.00

62,500.00

312,500.00

500,000.00

10.00

$5,328, 654.50 $106.57

NET ASSETS AT JANUARY 31,1950

ANALYSIS OF CHANGES IN NET ASSEIS

Unrealized

Capital

Capital

Earned

Appreciation(x)

Total

Surplus

Surplus

Stock

Net Assets At

$153,584.26

Add-Net Income

for year 455, 780.43

Increase in un-

realized appre-

clation less

provision for

related addi-

tional contin-

gent compensa-

tion of

officers 494,619.93

2,224, 719.88

455, 780.43

455,780.43

494,619.93

648, 154.19

2,500,000.

Total 5,828, 654.50

Deduct-Dividends

Paid 500,000.00

Net Assets at

44,219.57

455,780.43

$648,154.19

January 31,1950 $5,328,654.50 $2,500,000. $3,180,500.31 $

• Capital Stock - 50,000 shares of no par value-stated value $50, per share

(x) Unrelated additionat cont tene tempensatIon dedifides provision cor

related additional contingent

STERN, PORTER, KIN

ITON & COLEMAN

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GRAHAM-NEWMAN CORPORATION

NEW YORK

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 1950

NOTE A - VALUE OF INVESTMENTS-UNREALIZED APPRECIATION OP INVESTMENTS

Investments have been evaluated at their quoted market values as at

January 31, taon note) or 503,752.6 for 10h no mattertain was botan 1e apa-

which has been included at cost, being the fair value thereof as determined

by the management.

The unrealized appreciation of Investments at January 31,1950 1s

represented as follows:

value at

Cost January 31,1950

Investments In securities $4, 111,929.56 $5,568,145.

Securities short 120,580.65 106,418.

Net Securities position $4,657,348.91 $5,461,727.

Ine unrealized appreclation at January 31, 1949 was

and the increase in unrealized appreciation for the year was

The investment in Atlantic Gulf & West Indies Steamship Lines

(AGWI) common stock has been valued at its quoted market value on the

York Stock Exchange as at January 31, 1950, and upon this basis shows an

unrealized appreciation at that date of $507,934.50 of which $341,595. rep.

resents appreciation during the year. Unrealized appreciation is therefore

represented as follows:

Increase in Total

Unrealized Appreciation

during year at January 31e 1950

AGWI Common Stock $341,593.00 $507, 934.50

Other Securities 276,681.91 296.443,59

Total $618,274.91 $804,378.09

Effective control of AGWI was acquired by Jerome A. Newman, by virtue oi

the control by him or power to influence a majority of the outstanding

stock of that company, Including the holdings of Graham-Newman Corporation.

There have recently been only occasional transactions in AGWI common stock

on the New York Stock Exchange.

Current values of investments at January 31, 1950 are based upon

market quotations, except as noted above, and are not intended as represen-

tations of the amounts which may actually be realizable upon sale of these

securities.

NOTE B - COMPENSATION OF OFFICERS

pursuant to resolution d the board of directors at March 24, 1949

the President and Treasurer of the company each receive & salary at the

rate of $25,000, per annum and additional compensation, computed upon an

annual basis, of 10% of the excess of net realized Income (iess the net

unrealized depreciation 1f any in value of investments) over an amount

equivalent to $1.00 per share per quarter, - such additional compensation

as to each being limited to 12%% of the excess of dividends actually paid

over an amount equal to $1.00 per share per quarter. The additional com-

pensation 1s cumulative from February 1, 1948 and is payable in five equal

annual installments within 60 days of the close of the respective years.

*TI

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NOTES TO FINANCIAL STATIMENTS

JANUARY 31, 1950

(CONTINUED)

NOTE B - COMPENSATION OF OFFICERS (continued)

In the event of death of either officer or the termination of his tenure of stato, an an emount gang a to l he thorpse a monied spreciation estate, In an amount equal to 10% of the increase in unrealized appreciatior subsequent to January u, quarter, to the extent that lanted ope only enter consideration in computing additional compensation.

NOTE C - TAX STATUS

The company 1s a "regulated investment company" under the Internal Revenue code, and as such 1s subject to federal Income tax at 25% of the excess of 1ta net long term capital gain (lesa its net short term capital

If any) over the amount distributed as dividends which are designated "capital gain dividends" net income over the amount of dividend distributions therefrom. and at 38% of the excess of Its other have been paid during the year in an amount in excess of net income, and no • Dividends provision

for Federal Income tax for the year 1s theretore requirea. company 11kewise intends in the future to distribute its entire realized wild not under the present Federal Internal Revenue Code be ilable to income and if this practice is followed, It tax on the presently unrealized appreciation, as and when realized.

NOTE D. - INCOME FROM DIVIDENDS

Income from dividends includes both (a) dividends receved during the year on stocks which were selling ex-dividend at the close of the prior year In the amount of $18,100.01 (which had not been set up a an asset in F1, 102,30 mich had bon touted an he dazilion or timoniet in $11,182.50 which had been included in the evaluation of investments) anc ¿b) dividends In the amount of $21,275.10 on stocks which were setting ex-dividend at the close of the year, an asset in the balance sheet herein. which latter amount has been set up as

NOTE E - SUPPLEMENTARY INFORMATION

The aggregate dollar amounts of purchases and sales of Investment securities, other than United States Government securities, made during the year were as follows:

Cost of securities purchased

Proceeds of sales of securities $1,712,875.80

2,417,537.96

STERN. PORTER. KINGSTON & COLEMAN

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GRAHAM-NEWMAN CORPORATION

NEW YORK

INVESTMENTS IN SECURITIES

JANUARY 31, 1950

SUMMARY

QUOTED

MARKET VALUE

AI JANUARY 31, 1950

INVESTMENT COMPANIES

Preferred Stocks

Common Stocks

HOLDING COMPANIES

Preferred Stocks

Common Stocks

OTHER SECURITIES

Bonds and Hotes

RaiIroads

Utilities

Industrials

Preferred Stocke

ütilities

Industrials

Common Stocke

RalIroads

Utilities

Banks

• 27,16!

94,91

100,087

221,945

162, 889

43,753

190,000

176, 263

2 49.

Insurance Companies

Industr1a1s

TOTAL

ETERN, PORTER, KINGSTON & COLKHAN

3,120,857

$5,568,145

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GRAHAM-NEWMAN CORPORATION

NEW YORK

INVESTMENTS IN SECURITIES

JANUARY 31, 1950

писать

NO. OF

SHARES QUOTED

DESCRIPTION OF SECURITIES

MARKET VALUE AT

JANUARY 31,1950

INVESTMENT COMPANIES

Preferred Stocks

525 Rallway & Light Securities Co. 4%

Cumulative Convertible Preferred $ 27,169.

Common Stocks

American Research & Development

Corporation

2,200

14,500

$ 94,922.

HOLDING COMPANIES

Preferred Stocks

American & Foreign Power Co.

$6.00 Cumulative Preferred

12,400 Electric Bond & Share Co

$6.00 Preferred (stubs)

3,405 Engineers Public Service Company

ex distributions (stubs)

987 Pederal Light & Iraction Co.

$6.00 Cumulative Preferred (stubs'

400 Queens Borough Gas & Electric Co.

6%6 Cumulative Preferred

$192,067.

Common Stocke

1,000 Amerex Holding Corporation

5,000 leneral Tin Investments, Ltd

merican Certificate for Ordinar

capital

155 Georgla Railroad & Banking Company

2,000 Marine Midland Corporation

10,000 Middle West Corporation

500 MisBion corporation

400 Mission Development Company

1,000 Transamerica Corporation

$148,965.

OTHER SECURITIES - BONDS

Pace

Amount

$6,000.

$96,000. Chicago, Terre Haute & Southeasterr

Rallway Co. Income Mortgage

2-3/4% 1/1/1994

Forward

$185,340

STERN, PORTER, XINGETON & COLEMAN

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INVESTMENTS IN SECURITIES

JANUARY 31, 1950

FACE DESCRIPTION OF SECURITIES MARKET VALUE AT

AMOUNT JANUARY 31,1950

OTHER SECURITIES - BONDS (Continued)

Railroads (continued)

Forward

$50,000. The New York, New Haven & Hartford

R.R.Co General Mortgage Series

"A" Income 44% 7/1/2022

63,000. R1o Grande & Western Railway Co.

First Consolidated Mortgage

Series A 4% 4/1/1949 (stubs)

Utilities

$100,000. Chicago City Railway Company

First Mortgage 5% 2/1/1927

(C/D) (Stubs)

400,000. Chicago Rapid Iransit Company:

First and Refunding Mortgage

Series "A" 6% 1/1/1953 stubs))

First and Relunding Mortgage

67% 11/1941 (stubs)

1,131,000. Metropolitan West Side Elevated

Rallway Co. (Chicago):

axtension Mortgage 4% 7/1/1938

Extension Mortgage 4% T/1/1938 |

(вЕцов) (C/D)

145,000. Northwestern Elevated Railway

Company:

first Mortgage 5% 9/1/4.

(stubs) (CD)

65,000. Southern Traction Company:

First & Collateral 5% 10/-/1950

rirst a Collateral 5% 10/1/1950

Stamped

126,000. Union Elevated Railroad Company

First Mortgage 5% 10/1/1945

(stuba)

5,000. Washington & Cannonsburg Railway Co.

First Mortgage

P4 42 A55e staged registered)

Industrials

American Maracaibo Company

50% Participation in Note for

$109,381.49

STERN. PORTER, KINGSTON & COLKHAN

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INVESTMENTS IN SECURITIES

JANUARY 31, 1950

NO. OF

SHARES DESCRIPTION OF SECURITIRS MARKET VALUE AI

JANUARY 31, 1950

OTHER SECURITIES-PREPERRED STOCKS

Utilities

10,000 Market Street Railway Company

Cumulative Prior Preferred 6%

Industrials

Autocar Company:

609 Cumalative Convertible Preferred,

Series A - 5%

100 Cumulative Convertible Preferred

Series C - 5%

291 convertible preferred Series B)

5%

1,200

Preferred

300 Cluett Peabody & Co. 4% Cumulative

Convertible 2nd Preferred

800 at wood Industrie:

ada te convertible Preterre

nonvertible End Pret Creative

100 Manafield Tire & Rubber Company

$1.20 Cunulative Convertible

Preferred

Mura Curutaoie Orere or o

700 I111ys-Overland Motors Incorporate

4.50 Cumulative Convertibl

Preferred Series A

OTHER SECURITIES - COMMON STOCKS

Ra1lroads

4,000 Montgomery & Erle Railway Company

529° (Guaranteed by Brie

Railroad Company)

13,500 Northern Pacific Railway Company

200 Visa loSe Conta Raren Ral lway

Company)

x)

6TERN. РоRтLR. KINGSTON & COLEMAN

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INVESTMENTS IN SECURITIES

JANUARY 31, 1950

NO. OF QUOTED

SHARES MARKET VALUE AT

DESCRIPTION OF SECURTTIES

JANUARY 31,1950

OTHER SECURITIES - COMMON STOCKS (Continued)

Utilities

5,653 Boston Elevated Rallway Company

$82,675.

3,000 Pederal Water & Gas Corporatior

(stubs)

300 International Ocean Telegraph

Company

1,230 lonongahela Street Railway Company

Pittsburgh & Birmingham Traction Co,

106 pittsburgh Incline Plane Company*

1,000 Portland General Electric Company

155 Suburban Rapid Transit Street.

400 United Public tItles Corporation

Banks $238,483.

5,000 Continental Bank & Trust Company

$ 33,750.

Insurance Companies

American Surety Company

Employers Group Associates

Standard Accident Insurance Company

Universal Insurance Company

$123,857.

Industrials

4, 600 D. P. Company

500 A. I. P. Incorporated

500 Allied K1d Company

3,550 American Arch Company Delaware

3,550 American Arch Company, Inc. New York)

5,000 American Hawallan Steamship

Company

500 merican Laundry Machinery Co

23,763 tlantic Gulf & West Indie

Steamship Lynes* 1,636,677.

1,200 Baldwin Locomotive Works

200 Bates Manufacturing Company

12,600 Brewster Aeronautical Corporation

4,000 Buda Company

1,500 Bunte Brothers

100 Burd Piston Ring Company

500 Colts Manuracturing

5,000 ongolidated Liquidatin

Corporation

557 Cramp shipbullding Company

1,000 Crowley Milner & Company

Forward $2,099,380.

STERN, PORTER, KINGSTON & COLEMAN

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INVESTMENTS IN SECURITIES

JANUARY 31, 1950

QUOTED

NO. OF MARKET VALUE AI

SHARES DESCRIPTION OF SECURITIES JANUARY 31,1950

Amount

OTHER SECURITIES - COMMON STOCKS (Continued)

Industrial (continued)

Porward $3, 287,900.

1,500 Rice St1x Inc.

321-6/10 Shuron Optical Company, Inc.

3,000 Stewart-Warner Corporation

600 Todd Shipyards Corporation

250 Iyer Rubber Company

4,595 Ut1ca Knitting Company*

1,000 c. to Go a Company, Ino.

$3,610,604.

(x) Evaluation by management.

STERN, PORTER, KINGSTON & COLEMAN

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NO. OF

GRAHAM-NEWMAN CORPORATION

NEW YORK

SECURITIES SHORT

JANUARY 31, 1950

DESCRIPTION

COVER VALUE

JANUARY 31,1950

SHARES

OF SECURITIES

Amount

PREPERRED STOCKS-RAILROADS

New York, New Haven i

tartford R.R. Co

5% Series A

$ 15,875.

HOLDING COMPANIES-PREFERRED STOCKS

American & Foreign

3,200

Power Co. Preferred

Series A ($7.) Cumula.

tive

56,800.

COMMON STOCKS - INDUSTRIALS

Avco Manufacturing

2,800

Corporation

19,600.

9,750.

Gar wood Industries, Inc.

2,000

4, 393

Utan Fuel Co

400-70/100

hen Issue

STERN, PORTEM. KINOSTON & COLEMAN

$206,418.

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