Current Social and Economic Issues
GA 332b — 24 March 1924, Dornach
From the Extraordinary General Meeting of Futurum AG in Liquidation
Before Dr. Steiner's address, it was announced that the resolution passed at the Annual General Meeting of ["Futurum"] on 4 April 1923 to liquidate ["Futurum AG"] by merging it with ["Internationale Laboratorien und Klinisch-Therapeutisches Institut Arlesheim AG/ILAG"] klinisch-therapeutisches Institut Arlesheim AG /ILAG] cannot be implemented in the planned manner, namely to acquire the Futurum share capital of 2 million francs at the written-down value of 1 million francs. On the contrary, as a result of the general deterioration of the European economic situation, the assets of Futurum AG have to be reduced even further, to 450,000 francs. In order to raise this amount, however, the International Laboratories A.G. is obliged to increase its share capital from 500,000 francs to 950,000 francs.
Rudolf Steiner: I would like to return to the point that was just mentioned by the chairman and which refers to the fact that, as a result of the recent write-down from 1 million francs to 450,000 francs in assets of ” Futurum AG in liquidation, those shareholders who cannot bear a further write-down due to their financial circumstances should not suffer any more damage than they already have as a result of the fact that a write-down of 2 to 1 million has taken place. So the write-down that has taken place today means that those shareholders who cannot bear a further write-down will not suffer. This could be made possible in the following way: We tried to persuade those shareholders who are willing to make a sacrifice to transfer their shares to the Goetheanum as a gift. As a result of shareholders donating their shares to the value of around 550,000 francs to the Goetheanum, there is no longer any need to pay a dividend for these 550,000 francs. This means that the dividend that 1 ILAG share receives can be paid for 2 “Futurum” shares. This can be achieved in the following way:
You have to bear in mind that the number of shares is not reduced as a result; ILAG has to pay the dividend on all the shares that exist. Of these shares, 550,000 francs in capital is owned by the Goetheanum. The Goetheanum waives the dividend on these shares. As a result, the dividend share corresponding to these gifted shares is allocated to the shareholders who own the 450,000 francs of remaining shares. They do not lose anything because the dividend is increased by the gifted shares. The purpose of this action is to ensure that those shareholders who cannot bear further write-downs can rest assured that they will receive 1 ILAG share and its yield for every 2 “Futurum” shares. This could only be achieved by those who can do without donating their shares to the Goetheanum, which in turn compensates the shareholders who cannot do without. I believe that this has now become clear to everyone. There is thus no possibility of any formality. Legally, everything has been taken care of and this whole action would fall through if further promises were attached to it. They would have made no sense if the shareholders who can no longer lose out could not be supported. This is a private matter that can be taken care of alongside the formalities, and I would ask you to include it in the discussion.
Question: Would the shareholders like to have something tangible as security, perhaps the shares that have actually been made available?
Rudolf Steiner: The demand for a guarantee is something that frankly I do not like very much. I think it is sufficient that this guarantee is provided by the shares themselves, and I do not think that a formal declaration would make the matter any more secure. I would like to take this opportunity to thank the donors most sincerely for their wonderful willingness to make sacrifices in the public interest. Emil Leinhas: It should be noted that the explanation that Dr. Steiner has just given has real content. He was able to make it because of the donations that were made available to him. It is thanks to his drive alone that the action has become possible.
Rudolf Steiner: We want to base the matter on reality. The matter will be arranged for ILAG in such a way that the future board of directors will have the auditors, who would otherwise only be present as cash auditors, as a real entity alongside them. We will propose that in the future the ILAG will have Dr. Wegman and me as auditors. We will ensure that this is done in the future by holding shares worth 550,000 francs. I believe it is better to base the matter on this personal relationship, which is just as real as a written declaration.
Once the proposed solution has been adopted by the General Meeting, the task of the liquidation committee is essentially complete, so that its members, Mr. Leinhas, Mr. Padrutt and Mr. Day, resign. It is considered sufficient that Futurum AG in liquidation is represented by the non-resigning member of the liquidation, Mr. Edgar Dürler, with sole signing authority, since Mr. Dürler is also being considered for the ILAG Board of Directors, “which is why, even in the current situation, he is the person who can properly supervise the separate administration.” At the end of the meeting, those present are invited to attend tomorrow's ILAG general assembly as guests.