Miami Herald 1939 (JSK_BE2_F24)

              THE MIAMI HERALD
Miami, Florida*
At Pittsfield, Mass*,
August 23, 1937*
Mr* C* Blake McDowell,
e/o ®rouse, Englebeck, McDowell, May & Bieree,
2200 First Central Tower,
Akron, Ohio*
Dear Mr* MoDowell:
Your nice letter of the 20th instant, enclosing draft of our
proposed agreement is received* Your felicitations are reciprocated
by Mrs* Shutts and the other members of my family*
May I make the foil wring suggestions in regard to the agree¬
ment?
Faragmph (o) on Page 2 must be modified in several particu¬
lars before I can state that Schedule A attached is a true and correct
Balance Sheet as of July 31, 1937* This Balance Sheet was prepared
for my own use and for comparative purposes only, and not in contemplation
of its being made a part of the contract* When Mr* Davis asked me for a copy
of it when he was first in Pittsfield, I did not understand the sale was to be
based upon this report* For the purposes of the contract, it should have been
set up in the form of the Montgomery audit report shown in our Prospectus as of
March 31, 1937*
There should be some provision in the contract that all of the
amounts due from the Miami Housing Company and the Herald Holding Company will
be charged off prior to the closing date as worthless and uncollectible debts;
that the purchaser will treat those accounts in the same way in the future, and
that they will not become a charge against the Housing Company* Or the Holding
Company*
Also provision should be made for the transfer to me of the
shares of stock owned by the Publishing Company in the Holding Company*
On the liability side of the Balance Sheet, as shown by said
Schedule A, the amount of |23,000, due for bond expense, should be included;
also, declared an<^/or accrued dividends on the Preferred Stock up to October 1st*
I recognize the fact tlmt your Pro Forma Balance Sheet (Schedule J) as of October
10, 1937, does not include these assets as due from the Miami Housing Company and
the Herald Holding Company, and does make reference to the $23,000 bond expense*
We are agreed on these items, but I do not wish to certify to the correctness of the
said Schedule A without having some reference made to these matters therein*
Page 4, last part of Paragraph 8 should be amended to except the
installments due September 15th and December 15th on federal income taxes for the
year 1936, amounting to $8,160*45, as shown by Schedule A*