- \ ) — SCHOLEFIELD, J.B. SCHOLEFIELD, C.PA.A.C.A. SEYMOUR WELLS, C.P. A. LYNN CERTIFIED E. BAXTER,C.PA. 1219 FIRST DONALD A. MILLER,C.P.A. WELLS ACCOUNTANTS SECURITY BANK OGDEN, M. A. J. Mc. & M. S. Ogden, Mr. Browning Company, as department out its of the of the J. corporation is presently sidered position the S. Browning of the in the Browning event that tion relative to the other and > pay the then the in- of 1927, which operations, we have con- possibly be by Mr. Thomas should claim its there would assumed to be a appear to be no weigh the you might a stand were taken, we status of the he assumed that in Mr. he buying Thomas the are S&S. stockholder to grounds question furnishing of a stockholder have participate, an interest any contributions to capital share of share of hand, would be entitled to receive in final liquidation of the in informa- would in for Browning. position his the of December on he trans- Company, in thet stockholders, have Browning Company of Browning S. order assumption also the M. in If the of continuance might that analysis Company. such to our the carrying event Arms with Arms which assumption, the A AGENCIES and & Browning While an M. CITY, et Maer es See ee WASHINGTON,D.C. incorporation dissolution the paid LAKE Company, connection of other BUILDING UTAH In corporation is — SALT UTAH SAN FRANCISCO —~LOS ANGELES Fra HNN GCOLIE. Utah. arising Arms it bEriees BOISE,IDAHO Browning: actions a & BAXTER PUBLIC the a along with corporation, would corporation and, dividends would be on entitled to receive his For that he pany. accounts owned His 8% account and also of share, the the represented purposes of outstanding at the present upon balances by argument stock time, due, stockholdings. is of we will assume the Browning excluding interest as stock Company Total amount due Mr. Thomas eer S. ss ern ee upon 800.00 Pro rata share of contributions to capital of Arms Com- follows: Amount due on origina subscription of : Browning Arms 215,150.06 from Browning 15,950.86 Pro rata share of dividends paid by Browning Arms Company unincorporated and Browning Arms Company incorporated for 1923 to 1941 the period inclusive 22,640.00 Net Credit due Mr. ete hae aR eed Se ee 6,689.14 1S S. Browning Pro rata share of proceeds of liquidation, based upon balance sheet of Browning Arms Company as at March 31, 1942 at book value Total 16,048.19 ‘ Credit due Mr. Thomas S. Browning Amounts actually Mr. Thomas for the 1941 S. paid to 1923 to 22,737.33 Browning period inclusive 28,000.00 Overpayment It Company wer receive the is extremely é full doubtful he present value per share SCHOLEFIELD, WELLS book CERTIFIED PUBLIC & 5, 262.67 BAXTER ACCOUNTANTS time as the if the that Browning stockholders proceeds of Arms would liquida- tion, below 3 as the realization book on values a liquidation : basis would , possiblyw shrink use Very truly yours, Pht SCHOLEFIELD,WELLS CERTIFIED PUBLIC & BAXTER ACCOUNTANTS fur teste ieee Se SCHOLEFIELD, J.B. SCHOLEFIELD, C.PA.A.C.A. SEYMOUR WELLS CERTIFIED ,C.P.A. LYNN E. BAXTER,C.P.A. FIRST WELLS PUBLIC SECURITY & BAXTER OFFICES BOISE,IDAHO ACCOUNTANTS BANK OGDEN, — SALT LAKE CITY, AND BUILDING UTAH NEW | OAKLAND, AGENCIES YORK CITY CALIF. — CHICAGO WASHINGTON,D.C. June 16, 1942 M. A. Browning, M. S. Ogden, Dear Mr. Vice-President, Browning Browning: have analyzed the Browning of the pany, and accordance transactions Automatic business Company 31, Company, Utah. in as have from also the a Arms your out of Company, department amalyzed date with arising of the its its of the instructions, the incorporation dissolution, J. M. operations incorporation we of continuance & M. S. of the Browning Arms including March to and Browning Com- 19ke. The corporated on 250,000.00, July the 1, Browning 1903 original with Automatic. an John M. Arms authorized incorporators being Company was in- capitalization of as follows: Browning 950 Matthew S$. Browning George E. Browning Jonathan Thomas S. ih#. Browning 200 A oleae, Total The 2,200 shares of the norte stock 200 2,500 RE ee corporation capital ete accepted in full payment subscribed by the incorporators exclusive right to purchase from the the Browning Automatic Shotgun during the life for for purpose sale throughout the United of shares anette the the shares 950 200 Browning ew UTAH SAN FRANCISCO —LOS ANGELES manufacturers of the for thereof patents States of there- America, (2) the territories cash and price the this and and #. Browning S. as owners trust of and for this $30,000.00 in cash was sum of by said incorporators stated, the capital of the Second County of for the the Browning This Automatic day of handed Arms on April of the State of Utah license tax, as evidenced for by a failure to ae the a certificate State. On the 23rd day and entered Automatic Arms Company made Remington Arms Company whereby the SCHOLEFIELD,WELLS PUBLIC & of BAXTER of Utah and in and directors directors. of Browning dissolution was Automatic annual of the signed 1903 into contract Automatic the 22nd Arms Governor corporation file, a 1909. the proclamation on of On December Browning ACCOUNTANTS State Browning 1911 of CERTIFIED or 6, by District the Court. was the of District Company pay- in stockholders declaration the sub- December and of also of decree charter corporation. day officers The the to full. in 2lst were Second of the patents, and as officers who the Secretary the M. the corporation. all down Crockett, by John with the the $220,000.00 together deemed of fair from said which, by a of and District Company 1910 right dissolution Arms Company, on for filed signed revoked of was January by taken stock Judicial Weber was was petition Automatic petition in The A be the trustee such to Browning, previously Court considered The of rights entire was Columbia. grant and of right of a scribed ment in District procured Matthew paid the exclusive incorporators Browning George of thereof by state H. BE. Browning with Arms the Company gave and granted privileges ing the to unto manufacture, inventions states, Remington of Arms Company and use sell, the following certain automatic letters and shotguns patent of the embody- United to-wit: 659,507, for dated recoil 689,283, dated October 9, operated December 730,870, for The the Browning in the Automatic dated June recoil operated Remington Arms Arms Company 1900, firearm. for automatic firearm. 710,094, dated September for magazine gun. 16, 17, 1901, 30, 1902, 1903, firearm. Company certain agreed to royalties pay to specified contract. The Browning 1911, assigned unto J. to and under the the said its dissolution in pany all right of Remington was rights not its Arms in, Company, evidenced by any On Automatic Arms Company, including all of tract the to royalties royalty J. were its M. & paid statements by the J. M. E. Browning, S. George the in 5th day through its Arms Company, M. M. & said patents, instrument of stockholders, S. contract 1922 the Browning Trustees and Officers, patents and the writing. April, President, assigned the the purpose of testing for the period from 1903 to find that these royalties SCHOLEFIELD, CERTIFIED 76% and & con- Company. of Company WELLS PUBLIC the assignment For Browning Com- the Browning E. of to but S. Browning prior Browning M. and & M. and Automatic and 8% Thomas S. BAXTER ACCOUNTANTS the manner 1923, each by we in which have analyzed were received Messrs. Jonathan Browning. In the month (4) of February 1923 and as a It was decided ing automatic the result patents royalty by the active competition Company and upon M. S. 1923 it receive any further of this fact, to pay 1923 would it was decided operated as to a 1927 income made the by United from to royalty rights cease at that time. J. & S. the use M. various enter into Arms ceased also M. Brown- States. would the time. Remington income Browning These the being &. Browning Browning Regardless Company sums over the & M. S. them continued period from the the J. M. from Belgium and sell name "Browning Arms Company", which of J. M. Browning Company for on years 1923 the the operations M. & were Browning to time department purpose. in purpose that import Thomas guns to shotguns to of inclusive. import the Company expired at right to to ceased guns the S. decided these that Thomas 1941 shotguns appear however, At this as automatic Browning Belgium, manufacturers during year M. similar Inasmuch Mr. & from with other payments J. shotguns covering S. carried in for Company the the United States was inclusive. In December Company was incorporated on. We have analyzed operated as a 1923 and the department to the this of the years of the Browning Arms December of to and including We have also J. inclusive Company 1927 the Browning Arms corporation is presently carrying PUBLIC of the & M. S. Browning Company have also verified the M. and from the & “Browning date of its December 31, 1941. payments made verified SCHOLEFIELD,WELLS CERTIFIED year operations the 1927 1927 of BAXTER ACCOUNTANTS Arms Company", income incorporation to Mr. for in Thomas (5) S. Browning follows as over the compared same with period. A 8% earnings: of net summary is presented Net results of operations for the period 1923 to December 31, 1941 in- 8% clusive of earnings period Amounts S. paid Browning during to Mr. 394,349.49 the 31,547.96 Thomas ; 28 ,000.00 Difference Due of the Browning thoughit ing will firearms Arms be for and impossible for that corporation it to sport- war. It seems Company will be forced to consider event it is extremely of the capital Very truly which amount originally CERTIFIED PUBLIC & BAXTER ACCOUNTANTS the officers liquidation that invested they by will the yours, br r>mtfoctl SCHOLEFIELD,WELLS that doubtful merchandise purchase the in te EEO as of company EE appears duration the I. all the of company. conflict "frozen" Arms parent world been Browning full present A has the the the > 3,547.96 Company of realize to as boo a, ee 2A ND UM January telephoned which he Referring to the T.S. Broming Uncle George and asked him if did. Jl reviewed the whole mtter proposed he would with 19, 1943. settlement. call at the him Il office, as it had de- hereto. I also veloped this past year Since nie Sam had taken up the matter with me. Jt also reviewed the history of affairs and gave him a copy of the Memorandum dated January 12, 1943 him of we had our experience with given his father in Fra nk in building but effect appreciate attached did not wish to risk any trouble or feelings families. Uncle George did not seem to know in expressed said After tae he could discussing feelings fair in the matter and yam for signature, at by that that he felt Uncle Sam would two copies of the Agreement, gardless Wells and subject he would our that at he from Uncle Sam's two anything about this, viewpoint... some felt length, that we review it with discusses the matter puele were Unele Baxter told him a angle firm of the thought which Uncle that we had in order to George entirely Sam and also think it was all right. He took which he expects to present to Uncle time he with it might be mentioned that I told Uncle George of the question of legal rights, we had had the records with more than 8% so ae a the the stating told connection with the assistance a rifle and told him that we certified public of arriving at an Sam probably felt accountants, amount he was him. that reScholefield, check the that would be entitled to. had Roy D. Thatcher check the matter determine whether or not Sam had any I from legal rights, and that Mr. Thatcher could not find where he did have. Because of this, I explained that we could not get an Income Tax Deduction and that the money would therefore have to be paid to Uncle pam as a gift, which would not be taxable to Uncle Sam. 3efore leaving, Uncle George and I had a pleasant visit on the matter of things in general, together with the pleasant relations that existed amongst the Browning brothers all their lives. ma a PRL BAS 2 This INDENTURE made this 19% day of January, (1943, between T. SAMUEL BROWNING of Ogden, Utah, of the one part, jand J. M. & M. ‘corporations S. of BROWNING Ogden, At | stockholder of COMPANY and BROWNING ARMS Utah, of the other part, Wel: TN ES. 8 BP es the said T. Samuel Automatic Arms Company, one Browning time COMPANY, Utah | Browning a Utah was a } } corporation, ‘of Ogden, Utah, which was dissolved by decree of the District \Court of Weber County, discovered among ‘by named the last ‘cancellation. jecompany, he On existing ‘The time of the dissolution his not the agreed to should undersigned pay other interest sole the \& M. money S. lundersigned, ‘the of the Arms upon Company the manufacture the patents on said the his share of all the ssid and from time to time, to the corporation considered consideration stockholders of that : desires company to make THATCHER bore to the a & further YOUNG UTAH and arms year to of then 1923. J. sundry sums of gifts to affection undersigned. : gift sale said and love which the be the was royalties. to of LAWYERS OGDEN, undersigned company. company, under received said said dissolved in in now the asset made “ | corporation of expired the | assets the patents paid that predecessors Said Company of for its expire. Browning which surrendered or royalties Thereafter issued Company, in until was in transfering Remington shotguns he stockholders Browning the with automatic cnet about contract latter ‘Browning or of if which been S. principal, certificate not & M. ‘The Recently had Mt. all stock 1910. which J. interest, the year corporation all in ithe his with the royalty papers joined [to a said his in or about the M. the which Said undersigned, | in | cter of above payments “royalty the = gifts and to Company | thereof, is mentioned were made of said payments & M. S. the J. M. Company, a Arms indebted to him to all neither Browning in undersigned, the that the in any manner, the possession of either NOW, THEREFORE, the since made to establish to nor or | pelonging payments acknowledge | Browning | possession prior willing is undersigned ‘end the of and payment such chara- the establish to desire they therewith, connection | but or of subsidiary have in them any consideration of their property him. | in the payment ‘of _FOUR THOUSAND & NO/100- - - ---------------‘Dollars (% 4,000.00 ) himself, his Browning Company, | the undersigned, for | tors, hereby remises, and |and each of them, ; all, and all manner | actions, suits, forever Company and the action debts and and sums or now has against said companiesor | reason of any or thing upon tort, and hereby corporations have not, nor has property or thing | possession any d in_the of: & YOUNG LAWYERS OGDEN, UTAH or causes of claims, and of demands same be the whether them, that in the their belonging to ! upon| said or | had ever by ~Titheen THATCHER from of them, J presence and either whatsoever | undersigned. of has ecknowledges wither | sid undersigned against whatsoever, or contract the which equity, in law & Company, Arms cause dues, M. eapaet administrathe discharges actions, J. ee acknowledged and successors, of money, the hereby Browning respective their is by executors and of, cause whereof heirs, | whatsoever, lor undersigned releases Browning S. & M. the receipt S. M. to the i'M. lz. made * its the Y Wpacsneiog |STATE OF UTAH i | COUNTY ) OF WEBER) : Ss On “appeared | going | the before instrument, me the gS day of January, 1943, personally T. SAMUEL BROWNING, the signer of who duly acknowledged to me he that the fore- executed same. G : NOTARY PUBLIC Residing at Ogden, Utah |My Commission Yoeg Expires: eer EEL. THATCHER & YOUNG LAWYERS OGDEN, UTAH os J Anis. i x Oo a UGsed Ly ee d ae a i Cc © fi ©3 inet o f\ ak ry 2 1S tie nee, ‘ © © “¥Tt ct 4 oo A Le mo ~ “ cton W tx i ao. 8 we 4.3 * Luc eft -? hee i ° 2 of Brow z os ce = = + oy od Bae of *wy ny os Coen ws OT Ppa F Ss , ee - @ “4, +}. OL LODUteEG. 04 wy F : aay oe on 7 i" UR ee W se, t-. iV ae ee & PB a 3 Olt <r as ~ f? A s wh * hehe Y\ 1 & e: p> 42 eroo oh n. % 1 i mas Trby a e 3¥Y 4 4 Hey ' SF che GOr edits appt < eK 5 ES dedi ‘7S iSRa2 ¢ sets Peeve PSI iris LdRL 52 JUS i } shwr &Y S are di, bs t Ne > 7 i} TL & tate, ; re WG as Bo 3 ey ae * Vv cx aX “we ‘ “ ant uULy a pany, in t. Gi gS a hia cS oe a a Var Te ~., wy om a ?Dae ede Lk, ~ * Lic 7% 8 "%% 4 Nagi edn om op ne sate corme ae fr, te V¥ & in pe VilS a Poe Eni oe oo > } nw baad + t Se) ¢ 3 ns ny L & Da yy, Aes nCecec pm 2 ? COS LOL a a oe, z eee | os Bey List =oe ti - 3 -~" and © < SCHOLEFIELD, J.B. SCHOLEFIELD, C.PA.A.C.A. SEYMOUR WELLS,C.P.A. LYNN E. BAXTER,C.P.A. DONALD A. MILLER,C.P.A. CERTIFIED WELLS PUBLIC & BAXTER ACCOUNTANTS June My. Browning, Vice-President, J. M. & M. &. Browning Ogden, Utah. Mr. arising Arms Company, as department out its of the of the J. of the corporation is presently sidered position the S. Browning of the in Browning M. Browning the event an the event tion relative such to the continuance M. &. Browning Arms Company might he of trans- Browning Automatic of business Company, to the other paid and pay operations, we have con- possibly be by Mr. Thomas should claim its there would assumed to be a appear to be no weigh the you might a stand were taken, we status of the he Mr. assumed Thomas the are &. stockholder that in he buying of to grounds question furnishing of a stockholder eee have participate, an interest any contributions to capital share of share hand, would be entitled to receive in final liquidation of the in informea- would in for Browning. position his the in- which that stockholders, have the 1927, order assumption also then of Sy the the December on in in if other — CHICAGO Company. assumption, that of the & that While such analysis and carrying which Arms with our incorporation dissolution corporation is CITY WASHINGTON,D.Cc. Browning: actions it cGENciEe YORK Company, In connection a OAKLAND, 192 A. the a along with corporation, would corporation CITY, UTAH CALIF. NEW M. - Dear LAKE — LOS ANGELES AND UTAH 17, — SALT SAN FRANCISCO 1219 FIRST SECURITY BANK BUILDING OGDEN, OFFIGES BOISE,IDAHO and, dividends would be on entitled to receive his For that he pany. owned His accounts share, the represented purposes 8Z of the outstanding account at the present upon balances and also Amount due of stock due, stockholdings. argument time, on by is we will of the Browning excluding interest as of stock Mr. Com- upon follows: capital | 800.00 Pro rata share of contributions to capital of Total Arms original subscription Browning assume Arms Company amount due Thomas §. 15,150.86 from Browning 15,950.86 Pro rata share of dividends paid by Browning Arms Company unincorporated and Browning Arms Company incorporated 1923 to for 1941 the period inclusive Net Credit due Mr. rata share of proceeds 22,640.00 ThomasS. Browning Pro 6,689.14 of liquidation, based upon balance sheet of Browning Arms Company as at March 31, 1942 at book value 16,048.19 Total Credit due Mr. Thomas S. Browning 22,737.33 Amounts actually paid to Mr. Thomas 8. Browning for the period 1923 to 1941 inclusive 28,000.00 Overpayment It Company were receive-the is liquidated full book extremely at the value per SCHOLEFIELD,WELLS CERTIFIED PUBLIC doubtful present share & $5, 262.67 BAXTER ACCOUNTANTS time as the if the that Browning stockholders proceeds of Arms would liquida- (3) tion, as realization on below the book used. values a liquidation Very truly SCHOLEFIELD,WELLS CERTIFIED PUBLIC basis yours, & BAXTER ACCOUNTANTS would possibly shrink SCHOLEFIELD, J.B. SCHOLEFIELD, SEYMOUR C.PA.A.C.A. CERTIFIED WELLS,C.P.A. LYNN E. BAXTER,C.P.A. FIRST WELLS PUBLIC & BAXTER ACCOUNTANTS SECURITY BANK OGDEN, Grpichs BOISE,IDAHO | — SALT SAN FRANCISCO AND BUILDING LAKE CITY, CALIF. AGENCIES NEW UTAH YORK CITY — CHICAGO WASHINGTON,D.Cc. June 16, 1942 Dear ir. Browning, Vice-President, é& M. &. Browning Ogden, Utah. Company, Browning: in accordance with your out of have analyzed transactions arising the Browning Automatic Company, of the pany, business and Company gL, as have from a department also the Arms am date lyzed of of the ite ite the instructions, the we incorporation of diesolution, continuance M. Browning J. operations incorporation & &@. §&. of the Browning Arms including serch to and Com- ADE. the corporated on »250,000,00, July the 1, Browning 19035 original with Automatic an Aris authorized incorporators John M. Vatthew Browning &. Browning Thomas S. being Company was in- capitalization of as follows: 950 shares 900 shares George =. Browning Es J sonathan £. Browning Browning Total The 2,200 shares of the corporation capital stock accepted in full payment for subscribed by the incorporators the exclusive right to purchase from the manufacturers thereof the Browning Automatic Shotgun during the life patents for for purpose sale throughout the United the of of the States of UTAH —LOS ANGELES OAKLAND, thereAmerica, (2) the territories cash price and the Browning George &. of thereof this and exclusive procured and &. Matthew Browning paid as capital A the the This for this ¢30,000.00 in cash was the Second County of taken stock petition Judicial 4M. patents, to corporation. aiso sub- with the and full pay- deemed as the corporation. dissolution John together and of for said which, $220,000.00 in in the District District of the State of Utah the officers and directors of 190%. was filed Browning Automatic Arms Company on the day of December petition was by all of the stockholders of the who were officers and declaration District Court. of handed Arms signed Company, January 1910 a decree down the Second by of on April 6, 1911 by a failure to pay the of the State of Utah license tax, as evidenced Secretary or charter was for by a the 21st The Company Crockett, revoked by in and Weber Automatic day and incorporators fair from of said entire right trust in by the be of of ment to owners in was such The the sum stated, for of The previously Columbia. considered a grant trustee rights of of was Browning, and Court District right incorporators scribed of the State. On the 23rd day and entered Automatic arms Company made Remington Arms Company whereby SCHOLEFIELD, CERTIFIED the WELLS PUBLIC & of BAXTER On the dissolution was Automatic proclamation annual on file, into contract 4 of the signed 1903 Automatic the 22nd arms corporation December Browning ACCOUNTANTS of Browning certificate of directors. Browning by Governor state H. Browning with Arms the Company &. (3) gave and granted privileges ing the to unto manufacture, inventions States, Remington of Arms Company and use sell, the following certain automatic letters rights and shotguns patent of the embodyUnited to-wit: 659,507, dated October 9, 710,094, dated September 1900, for recoil operated firearm. 689,283, dated December 17, 1901, for automatic firearm. 30, for magazine gun. 730,870, dated June 16, 1903, for recoil operated firearm. The the Browning in the Automatic Arms arms Company Company certain agreed to royaities pay to specified contract. The Browning Automatic arms Company, 1911, assigned unto J. M. UW. to and under the the said ite dissolution in pany all right of Remington was Remington 1902, not ite Arms in, Company, evidenced by any On Automatic Arms Company, including all of tract the to royalties royalty J. were ite M. statements by the J. M. &. Browning, & 8. George 5th day through its in of April, assigned Browning Company. For the purpose of testing for the period from 1903 find that &. SCHOLEFIELD,WELLS CERTIFIED PUBLIC and & of the assignment 1922 the Browning Trustees and Officers, patents and the the to manner 1923, we which analyzed were received Yessrs. Jonathan and 8% each Thomas &. by in ¢on- have royalties BAXTER ACCOUNTANTS contract of these Company Browning Com- the the &. Browning Browning but President, 76Z &. to writing. M. and M. the said patents, instrument stockholders, & paid and & prior Browning. in the month (4) of February and 48 @ result royalty it was decided by ing automatic 1923 the patents competition Company and with 1923 it receive any further import Brown- enter into Remington Arms being made the to States. ceased rights royalty from time. purpose United the in that to Company by at the right of Thomas $. income would also cease at that time. Regardless continued Company Browning &. M. & M. J. the to Browning that however, fact, this ceased guns expired appear would during these shotguns income as shotguns the Belgium, manufacturers other automatic Browning &. similar Inasmuch of upon M. & M. from shotguns active payments J. the covering to pay Mr. Thomas S. Browning various sums over the period from the year inelusive. 1923 to 1941 At decided to it was decided operated as this to import time the J. M. guns from Belgium to use the a department purpose. 1927 the These M. &. and sell them name "Browning Arms Company”, which was of J. M. Browning Company for years 1923 the M. operations were December the & @ &. carried Browning on in for Company the the United States inclusive. in Company was incorporated on. e have analyzed operated as the years of the a to Browning December of and the 1927 1927 Arms this year 1927 the Browning Arms corporation is presently carrying operations department 1923 of of the and including We have also CERTIFIED & M. S&S. Browning Company and have also verified the the date of its incorporation December 31, 1941. payments made from to SCHOLEFIELD, the J. inclusive Company of verified WELLS PUBLIC M. & BAXTER ACCOUNTANTS "Browning Arms to mM. Company”, for income in Thomas S. Browning over the same period. follows is presented as earnings: of net 8% with as compared A summary Net results of operations for the period 1923 to December 31, 1941 in- 8% Glusive of earnings period Amounts S$. paid during to Browning Mr. 394, DA9.K9 the 31,547.96 Thomas 28,000.00 Difference Due of the though ing Browning Arms it be will firearms for and impossible for that corporation it to as purchase sport- of the war. It seeme Company will be forced to consider event 1% is extremely of the capital Very truly company in which amount originally CERTIFIED PUBLIC & officers liquidation that they by will the yours, BAXTER ACCOUNTANTS the invested br trtpisd,, SCHOLEFIELD,WELLS that doubtful merchandise appears duration the 47.96 all the of company. conflict “frozen” Arms parent world been Browning full present has the the the Company of realize to ‘ Werte ew ees wee SCHOLEFIELD, J. B. SCHOLEFIELD, C.PA.A.C.A. CERTIFIED SEYMOUR WELLS,C.P.A. LYNN E. BAXTER,C.P.A. DONALD A. MILLER,C.P.A. 2 i219 FIRST WELLS ACCOUNTANTS SECURITY BANK January M. Dear Mr. A. Ogden, BAXTER PUBLIC OGDEN, Vr. & Spetews BOISE,IDAHO BUILDING UTAH 6, — SALT LAKE CITY, UTAH SAN FRANCISCO —LOS ANGELES AND OAKLAND, CALIF. AGENCIES COWL ei uineconaer - 1943 Browning, Utah. Browning: Mr. Roy D. Thatcher holds the opinion, in which we concur, that in the event a decision were reached by you and the officers of the J. M. & M. S. Browning Company to make an additional payment to Mr. Thomas S. Browning it should be considered solely in the light of a gift. It is not felt that he has a claim upon any other basis. For that reason we have not included in our report to you a computation based upon the operations of the Browning Arms Company. For your own information, and possibly as a means of assisting you in arriving at some decision, we have prepared a computation based upon the net operating results covering the importation and sale of automatic shotguns for the years 1923 to 1942 inclusive. The computation is as follows: Net results of operations years 1923 to 1941 Add-estimated income the year 19l42, Federal income less taxes for | 30,000.00 Total Less Net Results Operations Total 8% Wei, 3uU9-49 of "Over gun Under” Earnings of earnings Amounts Thomas paid S. to 394, 349.49 29, 388. 32 $394,961.17 31,596.89 Mr. Browning 28,000.00 Difference $3,596.89 Mr. Thatcher is preparing a mutual release of all claims which should be signed by Mr. Thomas S. Browning and when you have reached a decision as to the amount you wish to offer him it can be inserted in the release. Very truly yours, WA ha Ine 8, fe SCHOLEFIELD, J. B. SCHOLEFIELD, C.P-A.A.C.A. SEYMOUR LYNN CERTIFIED WELLS,C.P.A. E.BAXTER,C.PA. DONALD 1219 FIRST A. MILLER,C.P.A. WELLS ACCOUNTANTS BANK January M. A. Browning, Ogden, Utah. Dear Mr. BAXTER SECURITY OGDEN, Mr. & PUBLIC OFFICES BOISE,IDAHO — SALT LAKE CITY, UTAH SAN FRANCISCO —LOS ANGELES Epa BUILDING NEW UTAH 6, seule “aed eee AGENCIES YORK — CHICAGO CITY WASHINGTON,D.Cc. 1943 Browning: Ne have prepared, in collaboration with the firm of Thatcher & Young, information relative to the formation and operation of the Browning Automatic Arms Company and the Browning Arms Company from the date of the original incorporation, or July 1, 1903, down to the present time. Attached hereto are memoranda as follows: History of Browning Automatic Arms Company. Memorandum re: Interest Mr. Thomas S. Browning in Browning Automatic Arms Company and Browning Arms Company. Memorandum re: Interests of George EB. Browning and Jonathan &. Browning. tion in be glad time. support of to discuss We have in our files detailed informathe data given next above and we shall this matter with you further at any Very truly yours, SOE SO rt > ihn HISTORY 1, 1903 The Browning with an incorporators OF BROWNING Automatic authorized being as John M. Arms AUTOMATIC Company capitalization ARMS was of incorporated $250,000.00, Browning 950 right to shotgun corporation stock during throughout Wgcriet was considered to of such right ércin of said patents, the corporation. the full payment of not was actually sum of be December 1909, the The M. $30,000.00 2,200 shares incorporators, the exclusive H. therefor for the purpose of territories thereof and right exclusive and the incorporators procured in to determine and in to the of dissolution Matthew was was cash stock Browning, for subscribed and together taken and as of corporation. not the the Arms Company signed by BAXTER all deemed amount by & owners also filed ACCOUNTANTS the and cash. SCHOLEFIELD,WELLS grant of or was a sale trust the in in Automatic PUBLIC 8. trustee corporation being of as whether CERTIFIED automatic this capital petition Browning price the entire the cash Browning of thereof fair mentioned, this for the eb inine of Browning payment America, $220,000.00 George petition of patents of to paid directors the States John the previously available A of by full manufacturers Columbia. rights are life United the with the the the The from in for ° 2,500 accepted subscribed purchase original 200 200 Total capital the July Shares 950 200 Jonathan &. Browning Thomas S. Browning the on follows: Matthew 8. Browning George &. Browning The COMPANY of and in Records $30,000.00 officers and on the 21st day of the stockholders of (2) of the Browning officers or Automatic directors. Arms 22nd panned dissolution was Prior to dissolutionof the which were Arms Company this paid in at the to the J. M. assignment was not in stockholders the Browning This assignment the previous in writing Company or of the in the said Signed by all of Arms Company, the the by Second corporation the it S. Browning M. of all in the assets of J. the not at hands either M. M. & that original time Browning signing was S. by as the Company. inasmuch any This Arms assignment Browning trustees as instrument Automatic Browning of both Browning necessary Company. incorporators individuals M. evidenced said the of S. & contracts Automatic 1922 to of Browning April interests and contracts of their M. Court. day all the District possibly On Company 5th and although writing. of the being decree all the Company, also a assigned & was J. 1910 incorporation patents now down January of inne assignment day stockholders time assigned Automatic of the of pee such On declaration the Company, was Automatic and in their own right. On February a addressed Company 18, letter, ena been assigned to cover this assignment, signed by the S. as Browning In guns expired ihe Browning Arms-Union M. that a contract for the M. & M. a from S. Browning legal point Metallic manufacture of arms had in order to should be and that view, the request Automatic Arms Company. that time on were was This all paid to evidently the to reply Company of Cartridge in Browning, S. M. & J. from royalties Remington Messrs. J. the the to letter their inasmuch 1915 M. J. done, & M. Company. the month and as a of February result 1923 royalty SCHOLEFIELD, CERTIFIED WELLS PUBLIC patents payments & BAXTER ACCOUNTANTS covering upon these automatic guns shot- ceased at that time. The import ing Mc. Browning into & M. S. Automatic active Company were J. Browning Company Shotguns from Belgium with similar guns competition and other manufacturers On June 30, received 1923 the in last from the Remington royalties received for the and find that ing automatic Thomas it any further fact, S. would however, clusive. Thomas income from appear that the enter- Remington Arms upon the automatic shotgun checked all October 20, 1905 to 30, all the royalties cover- during year received 8% royalty rights ceased Thomas 8. right of cease J. & M. 8. Browning the M. of at that Browning time. June 1923 Thomas year to 19h1, in- the appears that the only reason for making At the time J. import guns from decided to use department the for M. M. for the years 1927 the poration is presently shotguns which S. Browning 1923 to M. & Browning were Arms carrying on Browning S. hand on have upon now SCHOLEFIELD,WELLS CERTIFIED PUBLIC was a been &% of J. M. A decided to States, it was was operated which In incorporated and A as operations These inclusive. sold. the to Joyihexr restricted BAXTER ACCOUNTANTS payments officers Company. 1927, Company these United the 1923 Company Company", J. year M. i a Arms the the uncle. "Browning of on their in name carried the them the were & affection sell and Belgium and this pay from love of to period the receive continued the was to Company over Browning the Regardless sums had a the of have also Company S. M. purpose to We would Browning & by various It S. as income Browning the decision Company. from Browning a States. royalties period for made United Arms at shotguns. Inasmuch 1923, S. the arrived December this of cor- basis. All of the skeleton organiza- (4) tion ae is maintained shoteuna: at The St. Louis, Missouri to of the company are officers take care the problem will of necessity to liquidate the corporation, which have to carry at a loss for the duration the the shop machinery and the key men to which was have operated for the years of the Browning ember S. of 1923 1927 Browning varying analyzed the amounts the the J. M. and have a to 1927 inclusive Company from the have also up-to-date. during of as Arms We of this same period. the period 1923 for of war, or possibly of bring Ogden. operations department servicing with whether We the faced deciding on of date "Browning & its incorporation total 1941 firm of Browning verified verified to S. Company" also of The M. Arms the Company income in Dec- payments made to payments made to him based on inclusive Thomas in aggregate $28,000.00. the It is records and exists If a either payment deductible and S. the of statements for is opinion the made by the conversely it J. the exhibited to or payments past future it would be M. & S. Browning would M. not Thatcher be them, CERTIFIED PUBLIC & legal gift and Company upon their tax income by as taxable T. S. liability a as BAXTER ACCOUNTANTS no Mr. Browning. SCHOLEFIELD,WELLS Young, to considered considered that & Browning. would not be return Thomas MEMORANDUM RE; INTEREST MR. THOMAS S. BROWNING IN BROWNING AUTOMATIC ARMS COMPANY AND BROWNING ARMS COMPANY: shotguns Mr. Thomas for the 1923 ing the year 192h no payments except its his share shotgun received period 1903, date when royalty were made $9,600.00, the year purpose of importing United States. in he not Browning Company not As did to 1941 Company as gifts represent any a matter of when heavy losses had been Mr. and tion returns it was being the the Browning the & earnings Arms M. S. Browning Company, contract, though organized with other S. J. were arbitrarily made profits the to These payments proportion payments times were of of were the made and net to where Mr. the M. & M. considered by that and did of Browning were incurred the advised by Mr. Steckel that Mr. Browning that amounts paid tax would not to sent in to the State amounts were not SCHOLEFIELD, WELLS organized various which all by was was amounts, him. At for manufacturers Browning various paid payments business. Company corporation. 1927, These was Arms and and Company Browning that 1926 shotgun the in 1923 the the stock 1925, each year. competition time includ- years In of and the Remington $3,200.00 to automatic Im into Thomas fixed M. conducted. to receive Mr. J. under upon incorporation, ceased. the being royalties shotguns At fact, were Thomas gifts as 1927 of of capital business. during of 8. the some Arms years Company impaired. We to then relationship in the by royalties In 1923 him was fixed from to was paid 8% payments business bore 1927 the the he the Browning of however, no S. S. that income were not considered the CERTIFIED PUBLIC have & B. to him were in the be paid upon them. of Utah, or deductible. BAXTER ACCOUNTANTS L. Farr the had explained nature of Informa- Government, MEMORANDUM RE: AND INTERESTS OF GHORGE E. JONATHAN E&. BROWNING: Messrs. Browning Arms each Company George owned at the E. of the time it 14, 1916 Mr. George land by the J. & M. his interest years 1903 in paid incorporated in On E. Browning Browning the stopped September his interest of and to accrue had interests expired of is in the from in This the 1923, royalties payment for For the was paid of all Arms 8% Company, HE. Browning in M. & the J. release and but out. Jonathan written other M. 8. showing arms, it was accrued was signed after royalty Remington Arms Company as the con- all of after received WELLS PUBLIC full in release and SCHOLEFIELD, CERTIFIED a Mr. shotguns thereafter. ceased bought 1924 all his was $10,000.00 Company. Automatic 18, for and he 1903. paid in Arms Browning Browning when was Company by there share was received Company 8% Automatic BE. Browning had Browning George for tract of the stock Mr. $17,318.93 payments &. 1916 On was Jonathan Automatic payments the S. and Browning to royalties these M. Browning 8% January BROWNING & he under BAXTER ACCOUNTANTS had been that paid contract. his MEMORANDUM RE: AND INTERESTS OF GEORGEE. JONATHAN E. BROWNING: Messrs. Browning Arms each Company George owned at the &. of the time it 14, 1916 Mr. George land by the J. & M. his interest years 1903 incorporated in On H. Browning Browning by the stopped September his interest of and to accrue had interests is in thereafter. ceased expired of the from in bought 1924 all his was the in payment for For the of all full Company. was paid Arms 8% Company, &. Browning in M. & the J. release and but out. Jonathan written other M. &. showing arms, it was accrued was signed after royalty Remington Arms Company as the con- all of after received WELLS PUBLIC $10,000.00 release and SCHOLEFIELD, CERTIFIED \m. shotguns This 1923, royalties a in Automatic 18, for and he 1903. paid Arms Browning Browning when was Company received there share was &. Company 8% Automatic George Browning had Browning Mr. for tract of the stock 1916 $17,318.93 payments &. Automatic On paid Jonathan Browning payments was &. and in the to royalties these M. Browning 8% January BROWNING & he under BAXTER ACCOUNTANTS had been that paid contract. his MEMORANDUM RE: INTEREST MR. THOMAS S. BROWNING IN BROWNING AUTOMATIC ARMS COMPANY AND BROWNING ARMS COMPANY: shotguns Mr. Thomas for the 1923 ing the year 192k no payments except its his share shotgun received period 1903, date when royalty were made of the paid the year purpose of importing the United States. in 1927 he not Company not As did to 1941 Company as gifts represent any a matter of when heavy losses had been Mr. Thomas and tion returns it was the J. M. the & being the earnings the Browning of Arms M. S. Browning Company, contract, though S. year. organized with other Browning was paid At by was times J. M. &@ M. considered by that and did all of which to These payments were arbitrarily made net profits the proportion payments of were the made were incurred and advised by Mr. Steckel Browning that tax sent to where Mr. of Browning the organized various amounts, fixed for manufacturers various him. were the payments business. Company corporation. 1927, These was Arms and and Company Browning Thomas 1926 shotgun the that 1923 the the in 1925, each competition stock includ- years into time and the In $3,200.00 automatic In Remington conducted. to receive Mr. to shotguns At fact, were gifts as 1927 incorporation, ceased. under being upon business. during capital of that Mr. Farr amounts paid would not to in to the State amounts were not SCHOLEFIELD, WELLS &. the some Arms years Company impaired. We to then relationship in by royalties In Browning him $9,600.00, fixed 1923 to 8% of royalties of payments was bore from the was he the Browning business however, no S. S. that income were not considered the CERTIFIED PUBLIC have & B. to him were in the be paid upon them. of Utah, or deductible. BAXTER ACCOUNTANTS L. the had explained nature of Informa- Government, HISTORY 1, 1903 The Browning with an authorized incorporators being OF BROWNING Automatic as John M. Matthew Arms AUTOMATIC Company capitalization ARMS was of incorporated $250,000.00, 950 950 Jonathan HE. Browning Thomas 8. Browning 200 200 Ek. Browning capital right to shotgun corporation stock during throughout District was considered to of such right from of said patents, the corporation. of The the full payment was actually A of sum December 1909, by the payment for 2,200 shares incorporators, the exclusive patents of The Browning therefor for the purpose of territories thereof and cash price this exclusive right and the incorporators procured a grant and of Matthew S. of $30,000.00 in cash was was mentioned, capital determine in to the of dissolution this corporation petition being SCHOLEFIELD, CERTIFIED taken and as the amount by the Arms Company signed by & BAXTER ACCOUNTANTS all deemed corporation. filed WELLS PUBLIC for and cash. Automatic and subscribed in was owners also the in the of not or Browning, trust of stock whether to Browning sale fair trustee entire automatic the Browning George the America, $220,000.00 M. of thereof as the the full Browning petition of in £. paid directors the previously of for States John to available not life be original 2,500 manufacturers Columbia. rights are the United the with from the the accepted subscribed purchase the July Shares . 200 Total the on follows: Browning S. Browning George The COMPANY of together and in Records $30,000.00 officers and on the 2lst day of the stockholders of (2) of the Browning officers or Automatic Arms directors. Company, such of January 1910 down by the Second On the 22nd jeetaretion of dissolution was handed Prior to dissolution which were Arms Company this the of paid in at the to the J. M. assignment was not former stockholders the Browning This assignment the previous the & S. Browning M. patents not at that was now in the hands either Company the mite M. S. Signed Arms by all of Company, the x: the all in the assets of & M. original time & was of the said Browning Company. signing S. as Browning anedanar's by Browning of both M. evidenced incorporators individuals M. contracts Automatic 1922 J. the Browning April to of contracts of interests and Court. day their the District possibly all Company 5th and although On of the being decree all the Company, writing. in writing or of also a assigned incorporation Arms assignment it of assigned of corporation time in Automatic day stockholders the inasmuch any Arms assignment Browning as instrument Automatic This trustees Company. was Automatic and in their own right. On Company February addressed 18, a 1915 the Remington Arms-Union letter to sures d. M. & stating that a contract for the to J. & M. their letter, been assigned cover this assignment, from signed by the Automatic Arms Company. from time on inasmuch S. as Browning guns the Browning royalties M. a &. Browning legal point that M. of in reply arms had Company and that view, the request of all Cartridge Browning, manufacture were Company. S. Metallic in to order to should be This was evidently done, paid to the & J. M. M. | In the month of expired and as result a February 1923 royalty SCHOLEFIELD, CERTIFIED WELLS PUBLIC patents payments & BAXTER ACCOUNTANTS covering upon these automatic guns shot- ceased at (3) that time. The import ing M. & Browning into Company were d. M. 5. Automatic active 30, from 1923 the the automatic Thomas it would further &. income from appear that the the purpose of enter- Remington Arms the the automatic shotgun We have from October 20, 1905 to June received 8% of all royalty rights the right of Thomas alse cease J. & M. &. Browning M. ceased at that S. checked all 30, 1923 royalties cover- during year Browning time. pay Thomas year to 1941, in- appears that the only reason for making love Browning Company had At time the I, Belgium and the to use department carried for M. S. Browning sell them in the “Browning Arms Company", M. of the J. M. on for the years poration is shotguns which were & &M. Browning presently 8. hand Browning 1923 Arms to on have apon now SCHOLEFIELD,WELLS CERTIFIED PUBLIC Was & been & officers Company United saymewts of was These it J. M. to was as operations In cebersivaied and A to operated cast anies’ sold. the decided States, which restricted BAXTER ACCOUNTANTS 1923 these Company. 1927, Company net on the uncle. name the affection their the 1927 and this to the the of continued from was to receive Company period Browning the Regardless the decided year upon over from the to by sums guns were a decision Company. would the import a at States. royalties period Browning made United Arms for various It 5. last as income however, clusive. S. the arrived saw hniin. inasmuch Browning in Remington ing M. guns June that & similar with On find Thomas Belgium manufacturers and S. from other received for the fact, Shotguns competition royalties any Company and received 1923, Browning December this of cor- basis. All of the skeleton organiza- > (4) tion of is maintained shotguns. at The St. Louis, Missouri to take of the company are officers care of the servicing faced with the problem will of necessity deciding whether to liquidate the corporation, which have to carry at a loss for the duration the the shop machinery and the key men to the operations We which was on have operated for the years of the Browning ember 5. of 1923 1927 Browning varying analyzed during amounts the the J. M. and have to 1927 inclusive Company from the have also We of this same period. the period 1923 for of a up-to-date. war, or possibly bring Ogden. as Arms department of of date of "Browning & to Browning verified ite incorporation total 1941 S&S. Company" also verified The M. Arms Company the income in Dec- payments made to payments made to him based on inclusive Thomas in aggregate $28,000.00. the it is records and exists if a either payment deductible the statements for is opinion the made by the and conversely it S. Browning. J. past of the firm of Thatcher exhibited to or payments future them, to it would be ii. & 5S. Browning Company be considered as would UM. not considered that as & Young, no legal Mr. T. a gift and upon taxable u SCHOLEFIELD, CERTIFIED WELLS PUBLIC & BAXTER ACCOUNTANTS S. liability Browning. would not be their tax return income by Thomas ne ig We E4 4 * % 4 “ t AO 4. BF pei é = O74 Cis %S wk evi Fe a” tAS . U 3‘ 4 _ hie OG B 26 Avon, ‘ co) 4 *% fA om iS «e Ve rs ” wot & ae nr oOpo ‘. would ik e os = *s fen? Net % 44 3 P Fa orn] a nele ng < whi dl P32 rm tele D i 10oned G og 65 ELE Gi & oa - Z Tb Lg * é + a ot em sata pad WY ce ah = eet, bEiSNuta4 Sa & ald be3%, a a& iE i . Vv €> en 4) Bim oO; 5} ~ BaG ey ee & ae 7 SST) ett = a rf Wl a iC q fa"4 $ we 3 1 wider :LSO = fim a ae os A) ee ® ate a GA TE £ my TAS yey. FE a ¢ oa a : ee . t$ ~ oL = a | a o%, VG. * cen Ra he shan v4 2 if Hatha > r a — abeabeota 4 du Gui oe i} seCLI She tos en ol a8 <u Cea - tel er co o> ‘ + an Ne” * t eeee ad wide ¥ sé could 7 ee q3 <fpteyef $a.” co & a | ses o£ 53 iaheeyde NAL. TE, Se "5 ‘na Nees 03 —: Be $73 VP newts s ra a wt a F fy PY oh beLs Dooast bs 21e URS & {*, ts >wig ww 783 ae. ” ooaf 3 tia woes 2 a> %os ene £3 ~, PS UF Rh eM, on ey —2 » * 4s Y YAR rt toLd Ey ro 4.80 een G %zuP bee j *<. & of Copy eiLso an, PS i 2 eee 3 ~ S CR oh. g not “ee on we Unel ok \ G3 ? . te > , Ja. 4 ¢°* re es te G41 37" eore fe< be &. 3 oe Sk . irely EMORANDUM & Automtic Srowning Later automatic Automatic a contract shoteun by Arms Co., Incorporated Arms Coe, Dissolved was Rent neton siened Arms for the COs, On a July 1, 1903. January 22, 1910. manufacture of the roraite basis. Patents expired February, 1923. The Automtic Gnoteun became publie property and Kemineton Arms Co. discontinued the paynent of royalties. All royalties received from Remington were distri buted. | dslle & MeSe Browning Company automatic shotecuns from Belgium, this syaes with Fabriatque Netionale for the Jhoteuns | Imported were which ie of Browning Arms Company, Srowning Company. this arranged for importation of Company already hevine a cone manufacture of automatic shote sold in this was financed country undex the name solely by J.M. & M.S. in the year 1927, Browning Arms Company was incorporated and Company sold Overunder shotcuns Slone with eutometic shotecuns. savace Arma Company commenced manufacture of the automatic shoteun about “the tine of the depression and the Rrowniad Arms Core pany, unable to meet the sompetition was forced to leave the jobbers in favor of the dealers. Because of the combined effect of this chance over and the depression the Arms Company lost larce sums and the dels & LeSe in Shotguns was cut Ofte in the first were the made order Browning Company to keep in May, 1940 with supply and the the Germans time part of Arms renainine poe again foreed to refinance invaded Belcium and business Some Hemingston the Company was later, Company. 1942 stock the of alive. the the supply of arrangements to purchase a Production : Seard qut been sold. off Yar guns has sines ne SCHOLEFIELD, J. B. SCHOLEFIELD, C.PA.A.C.A. SEYMOUR WELLS, CERTIFIED C.P.A. LYNN E. BAXTER,C.P.A. DONALD 1219 PUBLIC FIRST A. MILLER,C.P.A. WELLS Mr. SECURITY BANK Jd. M. & Browning &s arising Company, Company, in connection of the out ite @ department of the Browning J. the corporation is presently sidered position the S. Browning of the in the Browning MW. event an the event tion relative such to of the continuance M. &. Browning Arms might he Browning Automatic of business the Company, then the in- in December of 1927, which on operations, we have con- possibly be by Mr. Thomas should claim its cnovend to be there would be neo grounds appear to weigh order that you might a stockholder a stand were taken, we status of the he Mr. assumed Thomas the are $. the assumption stockholders, that in of a would have buying an interest any contributions to share of in the to pay his share the other hand, would be entitled to receive paid and in the final liquidation of the a _ =n OE A COLE A pA ES LOPLI LDS kas participate, have inform- stockholder hanno ice 2 nae Cai he &iso in Browning. position to for question furnishing Nn Other trane- Company in if the of Company. assumption, that analysis the & that While such our and carrying which Armes with incorporation dissolution of is CITY — CHICAGO Utah. corporation it YORK WASHINGTON,D.c. Browning: actions Arms CITY, CALIF. 1942 Vice-President, My. LAKE OAKLAND, AGENCIES NEW Browning, 8. AND BUILDING A. Ogden, Dear 17, — SALT UTAH SAN FRANCISCO —LOS ANGELES UTAH @. MW. OFFICES BOISE,IDAHO ACCOUNTANTS OGDEN, June & BAXTER IIS PATO SIO along with corporation, would capital corporation of and, dividends would be on si Darin entitled to receive his For that he pany. accounts owned His 8% account and also of share, the the represented purposes outstanding at the upon balances present Amount due stock rata butions stock due, on to Total Mr. is of we will the Browning Arms excluding interest upon as of capital of contri- capital Company amount due Thomas $00.00 15,150.86 from 5. Browning 15,950.& Pro rata share of dividends paid by Browning arms Conpany unincorporated and Browning arms Company incorporated for the period 1923 to 1941 inclusive 22,640.00 Pro Net Credit rata share due $. i. | Browning of 6,689.14 proceeds of liquidation, based upon balance sheet of Browning Arme Company as at March 31, 1942 book value 16,048.19 Total Credit due Mr. Thomas &. Browning 22,737.33 Amounts Me. for 1941 at actually paid to Thomas $S. Browning the period 1923 to inclusive 28,000.60 Overpayment it were receive the is liquidated full Com- follows: of Arms Thomas Company assume original share Browning stockholdings. argument time, subscription Pro of by book extremely doubtful at the present value per share SCHOLEFIELD,WELLS CERTIFIED PUBLIC & $5, 262.6 BAXTER ACCOUNTANTS time as the if the that Growning Arms stockholders proceeds of would liquida- tion, 48 realization on below the beok used. values a liquidation Very truly basis | SCHOLEFIELD,WELLS PUBLIC possibly shrink ) ha, fe yours, / CERTIFIED would & BAXTER ACCOUNTANTS Os ee SCHOLEFIELD, J.B. SCHOLEFIELD, C.P.A.,A.C.A. CERTIFIED SEYMOUR WELLS,C.P.A. LYNN E. BAXTER,C.P.A. FIRST WELLS PUBLIC BANK OGDEN, Mr. Dear 16, Vice-President, J. M. & M. S. Browning CITY, OAKLAND, CALIF. AGENCIES YORK CITY — CHICAGO WASHINGTON,D.C. Ogden, Utah. Company, Browning: accordance with your out of analyzed transactions arising the Browning Automatic Company, business and Company 31, LAKE 1942 have pany, AND NEW Browning, the — SALT as have from also the a Arms department amalyzed date of the its its of the instructions, the we incorporation of dissolution, continuance M. Browning J. operations incorporation & M. S&S. of the Browning Arms including March to and Com- 1942. The corporated on »250,000.00, duly the 1, Browning 1903 original John with Automatic an M. Arms authorized incorporators being was in- capitalization of as 950 shares $. Browning 950 " Thomas 8. Browning 200 200 200 Total shares of the follows: Browning George E. Browning Jonathan £. Browning 2,200 Company Matthew The 2,500 shares accepted in full payment subscribed by the incorporators corporation capital stock for the exclusive right to purchase from the manufacturers thereof the Browning Automatic Shotgun during the life patents for for purpose sale the of throughout UTAH SAN FRANCISCO —LOS ANGELES UTAH A. In of orrichs BOISE,IDAHO BUILDING M. Mr. BAXTER ACCOUNTANTS SECURLIY June & the of United the States of there- America, the territories cash price and the thereof of this and the exclusive right incorporators procured Browning and &. George Browning E. Matthew Browning, the owners trust of trustee day of handed corporation. incorporators which, together with the and full pay- County of was stock Judicial Automatic for deemed as the corporation. dissolution in in the District of the State of Utah was filed the officers and directors Arms Company signed by on 21st of December stockholders of the of who were officers decree and declaration District Court. a down the Second The charter Company was revoked on April of the State of Utah for license tax, as evidenced of the ‘i & failure to pay the a certificate State. On the 23rd day and entered Automatic Arms Company made Remington Arms Company whereby the SCHOLEFIELD,WELLS PUBLIC & of BAXTER of the dissolution was Automatic proclamation annual on of into contract a the signed 1903 Automatic the 1909. 22nd Arms Governor corporation file, of Browning On December Browning ACCOUNTANTS directors. Browning 1911 of CERTIFIED or 6, by in and day all 1910 the the by Company, Secretary of and Diatriet Weber was taken petition January Crockett, this said Second by for to in by the Arms patents, sub- A Automatic M. also capital petition and said John was entire This of from in cash the Browning right $220,000.00 of $30,000.00 ment the to be fair sum stated, the in such The The previously for considered of rights of Columbia. grant and Court was of a scribed of paid as District by state H. Browning with Arms the Company &. (3) gave and granted privileges ing the to unto manufacture, inventions States, Remington of Arms Company and use sell, the following certain automatic letters for dated recoil 689,283, October 9, operated dated 730,870, for The the Browning in the Automatic of the embody- United December dated June recoil operated Remington Arms Arms Company 16, 1900, firearm. 17, 1901, 30, 1902, 1903, firearm. Company certain agreed to royalties pay to specified contract. The Browning Automatic Arms Company, 1911, assigned unto J. M. M. to and under the the said its dissolution in pany al11 right of Remington not its Arms in, Company, evidenced by Automatic Arms Company, including all of tract the to royalties royalty J. were its M. statements J. M. Browning, S. George 5th day through its said in of April, assigned For the purpose of testing for the period from 1903 find that SCHOLEFIELD,WELLS CERTIFIED PUBLIC 76% and & Com- contract of the assignment 1922 the Browning Trustees and Officers, patents and the con- Company. the to manner 1923, we were received Messrs. Jonathan and 8Z each by Thomas &. Browning. BAXTER which analyzed royalties ACCOUNTANTS in have of these Company Browning Browning the the Browning E. to but President, &. Browning &. prior writing. M. and & M. the & patents, instrument stockholders, & paid and any On hi. shotguns patent for automatic firearm. 710,094, dated September for magazine gun. by the and to-wit: 659,507, was rights In the month (4) of February 1923 and 48 @ It was decided ing automatic the result patents royalty by the active competition Company and upon M. &. during 1923 it receive any further of this fact, to pay Mr. 1923 would it was decided operated as this to a income United from cease J. & &. M. Browning the guns use that time. import to Brown- enter into Remington Arms” rights of Thomas at that Browning ceased &. Browning time. Regardless Company continued sums over time the J. M. & M. &. from Belgium and sell them name "Browning Arms Company", which of J. M. Browning Company for on years 1923 the M. operations were December the & 8. carried the to various the These M. at States. royalty also department purpose. 1927 to the the by expired to made would inclusive. import in Company being income the guns purpose right to to the the $&. decided ceased that Thomas At these appear however, 1941 shotguns shotguns manufacturers as automatic Browning Belgium, similar Inasmuch year & M. from with other payments J. shotguns covering period Browning in for the Company the the from United States was inclusive. in Company was incorporated on. We have analyzed operated as the years of the a 1923 Browning December of and the 1927 1927 Arms this year 1927 the Browning Arms corporation is presently carrying operations department to of of the and including We have also M. &. Browning Company and have also verified the the date of its December 31, 1941. payments made M. verified SCHOLEFIELD,WELLS PUBLIC & from to CERTIFIED the J. inclusive Company of & BAXTER ACCOUNTANTS “Browning Arms Company", income incorporation to Mr. for in Thomas Ss. Browning follows over the as compared same period. A with 8% earnings: of net summary is presented Net results of operations for the period 1923 to December 31, 1941 in- 8% clusive of earnings period Amounts S$. paid during to Browning Mr. 394, 349.49 the 31,547.96 Thomas 28 ,000.00 Difference Due of the though ing Browning it will firearms Arms be for and impossible for that corporation it to as purchase sport- of the war. It seems Company will be forced to consider event it is extremely of the capital Very truly company in which amount CERTIFIED WELLS PUBLIC & BAXTER ACCOUNTANTS originally the officers liquidation that invested they by will the yours, ham SCHOLEFIELD, that doubtful merchandise appears duration the 3,547.96 all the of company. conflict “frozen” Arms parent world been Browning full present has the the the $ Company of realize to as pad teres t on bo oy Mee ey COTPOPrR Had Ot 1% * ' bes te ¥ £3 ag Oh ORE! peot money unders?ien +oF ia, Sa COTrDGOL not the ets £400 ah ee th ie ¢ RS Be ‘y Boy OE | eR eee ‘ Bh ee a Gale ay Le we Gee ek. ee if a: isahiy a <P eh Sige aie t at ples * zt * * as me em, cud 4 Sa wll ; of pow 3 “ap tg: rr ie FOUR THOUSAND & NO/100- HRB CORY a Pet BS nk A lg ale ae 8 tap RR RC Ce om 4,000.00 % ft oe > oe Bad Mh a8, Sertd Nea RE and exeh of % an of ment Re aE oe Sea ot RM ee ee Florence oe ry" & y