view raw text
Scent Scent Meets Meets Ten Ten Rivals Rivals in in Dftii®; Dftii®; Commonwealth Commonwealth Tops Tops Field Field foSeleet foSeleet : Greater N.Y. Assn. Takes Major Step Submits Proposed Certificate Of Incorporation to Racing Commission for Approval By BOB HORWOOD Staff Correspondent NEW YORK, N. Y., June 14.— Another major step has been taken toward the creation of the great new race track which is to rehabilitate New York thoroughbred racing with the submission to the New York State Racing Commission today of a proposed certificate of incorporation of the Greater New York Association, Inc., along with a petition for its approval by that body, which is headed by chairman Ashley T. Cole. A public hearing at which this petition for incorporation will be considered is to be held in the offices of the state racing commission at 745 Fifth r Avenue, New York City, at 10:00 a.m., June 21. Approval of the commission is essential before the certificate of incorporation can be filed with the office of the Secretary of State. To Purchase Stock, Assets of Four Tracks In its petition to the state racing commission, the Greater New York Association outlines its immediate purpose, which is to acquire by purchase the stock and assets of the four existing race tracks, Belmont Park, Aqueduct, Jamaica and Saratoga and to "prepare a plan for improvement and construction at one or more of the racing plants it acquires." It is known that two major plans are under serious consideration by the membership of The Jockey Club, which, through the special committee composed of John W. Hanes, Christopher T. Chenery, Harry F. Guggenheim and George D. Widener, ex-officio, originally proposed the formation of the non-profit association with the announced aim of re-building Belmont Park and improving Saratoga. One plan calls for a new Belmont Park to be constructed as soon as possible, the other for Continued on Page Six , » Greater N.Y. Assn. Takes Major Step Submits Proposed Certificate Of Incorporation to Racing Commission for Approval Continued from Page One a new track at the site of Aqueduct and improvement of Belmont. It is known that a majority of the members of The Jockey Club, which, incidentally, is not named in either the petition or certificate of incorporation, favor retaining the mile and one-half track at Belmont Park, a view in which they are joined by many of the trainers of the more powerful stables. The petition, signed by Hanes, Chenery, Guggenheim, Widener and John Hay Whitney and James Cox Brady, who are all members of The Jockey Club, as are the 20 directors or trustees of the corporation, estimates the maximum aggregate cost of acquiring the stock or assets of the four existing racing associations 3,500,000. It is stated, however, that as a result of "inter-company holdings in Metropolitan Jockey Club Jamaica and the Saratoga Association and the cash and assets equivalent to cash presently in the existing associations which the corporation expects to j - i j , j i estimated to be approximately 2,000,000." Outlining the proposed financing, the petition goes on to state that: "The undersigned have received assurances from the Guaranty Trust Company of New York, as head of a group of banks, that it is prepared to lend to the corporation 3,000,000 repayable over a period of 10 years." It will be noted that, after purchase of the four tracks, and due deduction for assets and inter-company holdings, this leaves a, balance of 1,000,000 for construction. It has been estimated at various times that a track of the type desired, one which would restore New York racing to its premier position, would cost 5 to 0 million, possibly more. The signers of the petition add, however, that active negotiations are now being carried on for the borrowing of an additional 2,000,000 "or more." Terms of Loan Not Settled The terms under which this additional sum is to be borrowed have not yet been settled, the petition states, as they are directly linked with the proposed loan in the process of being arranged with Guaranty Trust and also the development of improvements and construction plans and their probable cost. While the 20 directors of the Greater New York Association, six of whom mentioned above signed the petition and the certificate of incorporation and are de- , scribed as "subscribers" each holding five | shares of stock, are members of The Jockey ninh sprifinn 10 of the certificate of incor poration prepared by the legal firm of Ca-hill, Gordon, Reindel and Ohl, specifies as follows : Sections 12 and 13 detail the non-profit nature of the association, declaring that "no assets of this corporation shall be paid or distributed on its capital stock by way of dividend or otherwise or be used for the retirement of its capital stock," and "all of the assets of this corporation after payment of or provision for its liabilities will be assigned . . . among one or more exempt organizations. . . as may be designated by the governor of the state of New York then in office upon termination of the existence or earlier liquidation of this corporation." Though dealing in many millions, the Greater New York Association is to be capitalized only to the extent of ,000, consisting of 100 shares of common stock with a par value of 0.00. No capital stock can be issued or transferred to any person not a trustee of the corporation. The 14 directors, in addition to the six who have been most active in the further-Continued on Page Ten First Major Step Taken Toward Greater N.Y. Track Continued from Page Six ance of the Greater New York Association and who signed the petition and certificate of incorporation are listed as G. H. Bost-wick, -John C. Clark, Walter D. Fletcher, G. M. Humphrey, Howell E; Jackson, Walter M. Jeffords, Robert J. Kleberg, Ogden Phipps, John M. Schiff, Whitney Stone, Harold E. Talbott, Alfred G. Vanderbiit. F. S. von Stade and William Woodward, Jr. It is specified in Section 7 of the certificate of incorporation that the directors, also referred to as trustees, who shall each be a stockholder having at least five shares of stock, shall not be less than five or more than 20, while it is provided that at least one fourth of the number of trustees shall be elected annually. Persons nominated to fill vacancies must be approved by the state racing commission, with the proviso that this approval will not be unreasonably withheld. Under the law recently signed by Gov. Averell Harriman, the racing commission also has the power to order the board of trustees to dismiss any trustee or executive officer of the corporation for "inefficiency; neglect of duty, misconduct or mal-, feasance in office or waste or action not considered to be in the best interests of racing generally." This portion of the law; is included in the certificate of incorporation, i
