Document 15NK8Dvn7GvQjYmmXkXYmb9vo

ANNUAL MEETING OP THE SHAREHOLDERS OF THE GLIDDEN COMPANY, HELD AT THE EUCLID ROOM, STATLER-HILTON HOTEL, CLEVELAND, OHIO, ON THURSDAY, DECEMBER 10, 1959. REILENDER, DONLEY & FERRIS SHORTHAND AND STENOTYPE REPORTERS I2a UNION COMMHCI UDO.CLEVILAND 14, OHIO CNny i>sao3 JED GLD003352 2 1 INDEX 2 Page: 3 Auditors, approval of, 17 4 Cumulative voting, 4 5 Directors, fixing number of, 4 6 Directors, introduction of, 7 Directors, nomination of, 6 5 8 Inspectors of Election, appointment of, 3 9 Minutes of preceding meeting, 4 10 Notice to stockholders, 3 11 President's report, 31 12 Remarks: 13 Mr. Barnes, 14, 16 14 Mr. Duncan, 43 IS Mr. Egstrom, 23 16 Mr. Gilbert, 6, 10, 15, 18, 38, 39 17 Mr. Halvorson, 17 18 Mr. Maxey, 21, 40 19 Stock Option Incentive Plan, 9 20 Voting, results of. 38 21 22 23 24 25 Ct0003353 3 1 Euclid Room, Statler-Hilton Hotel, Cleveland, Ohio, 2 Thursday, December 10, 1959* at 10:00 a.m. 3 4 CHAIRMAN DWIGHT P. JOYCE: The meeting will 5 please come to order. 6 First I would like to say how pleased I am to see 7 the turnout today. We ordered a better day than we got 8 last year and the year before. 9 First I would like to announce that the Board 10 of Directors, at its meeting held on November 24, 1959* 11 appointed Messrs. R. K, Dutton, R. A. Augsburger, and 12 M. W. Peters as Inspectors of Election. Immediately 13 prior to the meeting, the Inspectors reported that 14 proxies had been received for 1,852,453 shares of Btock, 15 which amounts to 80.22 percent, and constitutes a quorum. 16 A final report on all shares represented in person or by 17 proxies will be made later in the meeting, after the 18 balloting. 19 All Directors of the Company are present. 20 Representatives of the Company's auditors are 21 also present. 22 The secretary will now present a copy of the 23 notice of the meeting. 24 MR. R. D. HORNER: Mr. Chairman, I wish to 25 present a copy of the notice of the meeting, proxies, * GLO03354 4 1 and proxy statement, and my affidavit that these materials 2 were mailed to shareholders entitled to notlce the 3 meeting 30 days' prior to this meeting. 4 I also want to present a certificate that as of 5 the record date there were no treasury share* and to 6 present a balance sheet, and operating statan^nt* as 7 required by Ohio law. 8 CHAIRMAN JOYCE: The secretary will now 9 read the minutes of the previous annual meeting of the 10 stockholders which was held December 11, I9h unless 11 there is a motion to dispense with the reading* 12 MR. C. E. CARNEY: Mr. Chairman, I move 13 that we dispense with the reading of the minutes. 14 MR. R. F. GROVES: Mr. Chairman, I second 15 the motion. 16 CHAIRMAN JOYCE: It has been moved and 17 seconded that we dispense with the reading the minutes. 18 All in favor signify by saying, "Aye." contrary? It 19 is so ordered. 20 In accordance with the stockholder8' request, 21 the cumulative voting method will be used pursuant to 22 Ohio law for the election of Directors. 23 Your Board of Directors recommend the fixing of 24 the number of Directors at 12, and request* that the 25 resolution of the Board be presented. GLD003355 5 1 MR, HORNER: Mr. Chairman, I wish to 2 propose the following resolution: 3 "Resolved, that the Board of Directors of this 4 Company consist of 12 members.1* 5 I move its adoption. 6 MR. STETZELBERGER: I second the motion. 7 CHAIRMAN JOYCE: It is moved and seconded 8 that the number of the Board of Directors be fixed at 12. 9 All those in favor signify by saying, "Aye." Contrary? 10 Carried. 11 The next order of business is the nomination 12 of the 12 Directors. 13 MR. R. E. DORFMEYER: Mr. Chairman, I wish - 14 to nominate the following persons for election as ^ 15 Directors of the Company: . 16 Dwight P. Joyce, 17 Alexander D. Duncan, 18 Beauford W. Maxey, 19 John H. WeekB, 20 Robert D. Horner, | 22 William G. Phillips, Willard C. Lighter, , 23 24 ! 25 Harvey L. Slaughter, George M. Halsey, W. David Stallcup, GLD003356 6 I George S, Warner, and 2 William P. Smith. 3 CHAIRMAN JOYCE: Is there a second to the 4 nominations? 5 MR. D. E. ERSKINE: ; Mr. Chairman, I second 6 the nominations. 7 CHAIRMAN JOYCE: The Chairman will 8 entertain a motion that the nominations he closed. 9 MR. J. C. COTTEE: Mr. Chairman, I move that 10 the nominations be closed, 11 MR. CARNEY: I second the motion, 12 CHAIRMAN JOYCE: The nominations are 13 closed. 14 The stockholders who have not turned in their 15 proxies may obtain ballots at the Inspectors' table at the 16 front of the room, and the Inspectors will then canvass 17 the vote. 18 MR. LEWIS E. GILBERT: Mr. Chairman, I Just 19 have one question in regard to the election of the 20 Directors. Might I ask you how many Directors * meetings 21 were held during the year? 22 CHAIRMAN JOYCE: Twelve Director meetings 23 were held during the year. 24 MR. GILBERT: Thank you. 25 CHAIRMAN JOYCE: I am now going to intro- GLD003357 7 1 duce the Directors to the stockholders present. 2 Beginning at my far right, Mr. George S. Warner 3 is one of the newer members of our Board, having been 4 elected in 1957. Mr. Warner, who has over 13 years of 5 company service, was elected Assistant Controller in 1952 6 and Controller in 1953. 7 Next is Mr. George M. Halsey, who has had 27 8 years of service with our company. In 1947 he was made 9 manager of the St. Helena titanium dioxide plant. In 10 1950 he was made Director of Manufacturing for Chemicals11 Pigments-Metals Division. He was elected vice president 12 of that division and a director of the company in 1956. 13 Next Is Mr. Harvey L. Slaughter. Mr. Slaughter 14 Jointed the Paint Division of our company 25 years ago 15 and worked up to the position of Regional Director of 16 our Eastern Region at Reading, Pennsylvania. He later 17 moved over to the Food Division and was elected vice 18 president of Durkee in 1953 and a director of the company 19 In 1954. 20 Next is Mr. Willard c. Lighter, who has been with The 21 Glidden Company for 7 years. Prior to Joining us he had 22 18 years of service with Cargill, Inc. and held the 23 position of Executive Vice President of their Falk & Co. 24 Division when he left that firm. In 1953 he was elected 25 a director and vice president of the Chemurgy Division. GLD003358 8 1 In 1956 he wa8 elected to the position of Executive 2 Vice President. 3 On his left is Mr. Alexander D. Duncan, who haB 4 had 35 years with our company. He has been a director 5 and vice president of the Paint Division since 1947. 6 He also is responsible for Glidden*8 international 7 activities. 8 To my left is Mr. Robert D. Homer, who Joined 9 Glidden 11 years ago. In 1949 he was elected assistant 10 secretary, in *51, secretary, and '53, a director. In 11 addition to his duties as secretary, Mr, Homer serves 12 as general counsel of the company, and heads up our Legal 13 Department. 14 Next is Mr. B. V. Maxey, who came with Glidden IS 19 years ago from the B. P. Goodrich Company. In 1948 16 he was elected controller. In 1950 he was elected a 17 director, and in 1953 he was elected vice president 18 finance. 19 Next is Mr. William P. Smith, who was elected a 20 director last year. He is our only outside director at 21 the present time. He has practiced law in Washington, 22 D.c. since 1928, specializing in Federal taxation, trade, 23 and commerce. The experience gained from his wide 24 associations In government and industry have permitted him 25 to make many; valuable;contributions - to>our Board. GLD003359 9 1 Next is Mr. John H. Weeks, who has been with our 2 company for 25 years. Mr. Weeks was appointed Director 3 of Personnel in 1959# elected a director of the company in 4 1952, and in 1955 he was elected vice president-personnel. 5 Next is Mr. W. 0. Phillips, who has been with the 6 company for 12 years. In 1952 he was elected assistant 7 treasurer, and in 1953# treasurer and a director. 8 Next is Dr. W. D. Stallcup, who is Just completing 9 his third year as a member of our board. He has been 10 associated with our Organic Chemical operations in Jackson 11 ville for 17 years. He became general manager of that 12 division in 1948, and a vice president in 1957. 13 As for me, I have been with the company for 38 14 years. In 1927 I was elected a director, in 1940 elected 15 vice president in charge of the Paint Division, in 1947# 16 president, and in 1954, Chairman and President. 17 The next order of business will be the vote on the 18 proposed 1959 Stock Option Incentive Plan, and I request 19 a resolution be presented for its approval. 20 MR. HORNER: Mr. Chairman, I propose 21 the following Resolution: 22 "Resolved, that the 1959 Stock Option Incentive 23 Plan adopted by the Board of Directors on June 23, 1959# 24 subject to the authorization of said plan by the share 25 holders of the Company, and subject also to the release GL0003360 10 1 from preemptive rights of 100,000 authorized and unissued 2 shares of common stock, as provided by the Ohio General 3 Corporation law, be, and It is hereby authorized, adopted, 4 and approved, and further resolved that 100,000 shares S of authorized and unissued common stock of the company be, 6 and they are, hereby released from the pre-emptive rights 7 of offering or sale or the grant of options with respect 8 thereto under said 1959 Stock Option Incentive Plan." 9 I move its adoption. AfoT/on 10 MR. STETZELBERGER: I second the ,adofrtriro?H 11 CHAIRMAN JOYCE: The motion has been 12 moved and seconded. Any stockholders who have not turned 13 in their proxies may obtain ballots at the Inspectors1 14 table at the front of the room, and the Inspectors will 15 then canvass the vote. 16 Mr. Gilbert? 17 MR. GILBERT: I arise, Mr. President, 18 to speak against the Option Plan which is before us today. 19 Very frankly, I have seen much worse option plans 20 than this one, and I do think you are to be congratulated 21 for putting in the 100 percent protection Instead of the 95 percent in the past one. I also like the age limit which you have brought in, and I am glad that you, yourself are not participating in the Option Plan. These are all fine protections for the shareholders. CLd003361 11 1 but we think that in option plans we should have two other 2 important protections, and that is we think that there 3 should be a definite restriction that the person who 4 exercises an option should be willing to hold it for a 5 very definite period of time after he has exercised it, 6 because prior to it he puts no money down. We have our 7 money down. It stays here, we take the risks. It is 8 a risk-free investment until it is exercised. He is 9 without such a restriction, perfectly free, after six 10 months after the exercise to dispose of it and take the 11 25 percent capital gains. 12 We think that The Glidden Company should follow 13 the policies of such companies as Lorillard, Twentieth 14 Century Fox, and G. W. Hamilton, which have definite two15 year holding clauses after exercised. 16 I was informed -- and I am not a stockholder in 17 Eaton, so I do not know if I am correct in this -- but I 18 am informed that the Eaton plan in Cleveland also has a 19 several years' clause after exercise. 20 In conclusion, I would like to comment, and show 21 you also why this whole question of options is such an 22 important one from the viewpoint of all shareholders, and 23 the country, too, and why we have to ask that there be 24 the maximum of protection, and why we are prepared to use 25 the proxy statement next year to request that these two GLD003362 i 12 1 kinds of protection which we advocate go into any future 2 plans which the company may have -- I read here the 3 article by Mr. J. A. Livingstone in the Washington Post 4 and in the Philadelphia Bulletin, and which occasionally 5 appears in the Cleveland Plain Dealer, I understand. It 6 is syndicated throughout the country. 7 A stockholder was protesting against an option, 8 and Mr. Livingstone said, "The stockholders' letter reopens 9 the broad question of Stock Option. Whom do they 10 fundamentally help, the stockholders who will be enriched 11 by the encouragement they impart officers, or officers 12 who will be enriched by the risk-free capital gain profit? 13 A Stock Option is a preferred type of remuneration, inured 14 against the tax collector. It is reserved to corporation 15 officers and sometimes investment bankers. The average 16 worker, schoolteacher, government official, or college 17 professor" -- and I would also add, shareholder -- "doesn't 18 get stock options. He has to pay taxes on his income 19 according to his bracket of earnings." 20 And in the New York Times of yesterday -- and I 21 am reading from the Herald, but it was the same story -22 the Dean of the Harvard Law School raised this entire 23 question before the Mills Committee at the present time, "Dr 24 Irwin N. Griswold, Dean of the Harvard Law School, called 25 today for public disclosure of the tax benefits some GLD003363 i i I i ii i i 13 1 corporation executives are getting from a tax gimmick:!that 2 permits themto play heads I win, tails youlose, on the 3 stock market. This is a one-way lottery,'which is under 4 standably attractive to those who are favored by it," 5 Dr. Griswold said. 6 And finally, on this general subject of Stock 7 Options, I call your attention to the very fine review 8 of them which appeared in the American Institute of 9 Management booklet of September 1959, called, "Stock 10 Option and Purchase Plans," and these are Mr. Martindale's 11 conclusions: 12 "The record of stock options is still harder to 13 determine. Some are more monuments to management 14 greed than examples of proper incentive compensation . 15 To be sure, option plans and rises in the price of stock 16 seem to go together, but which is cause and which effect 17 is not always apparent, but an option plan, tied as it is 18 to the overall welfare of the company, is in many ways 19 preferable to a bonus on sales. To summarize, any 20 management is well advised to study the possible applica 21 tion of these plans to his own situation. There are few 22 Inherent dangers and many potential advantages in them. 23 Used judiciously they promise to meet the end for which 24 they are intended, but they demand exceptional vigilance 25 on the part of the directorate, lest they be misused. In CLD003364 14 1 this manner the trusteeship function of the Board Is real, 2 urgent, and continuing,"and I would only add, this is . 3 also the function of the sharholders in urging these 4 changes when we improve our future option plans, 5 CHAIRMAN JOYCE: You are certainly entitled 6 to your opinion. Any other comments on the Stock Option 7 Plan? 8 Mr. Barnes? 9 MR. BARNES: Ladies and gentlemen, I 10 am a small stockholder of The Olidden Company, and as such 11 I would like to put in my two bits also on this Stock 12 Opion Plan. 13 It seems that we have an objection here from 14 Mr. Gilbert to the Stock Option Plan. He says In the 15 stock market it is a heads I win, tails you lose deal. 16 Well, I don't quite believe that. 17 Number 1, if I knew how in the stock market to 18 make a million dollars, I would do it myself, first, and 19 then I would tell everybody else how to do it, but I don't 20 think anybody knows how to do that. ThiB Is a risky 21 business. We all have risks. 22 Now, Number 2, we are stockholders of The Glidden 23 Company because we put our faith In The Glidden Company, 24 and we believe that Mr. Joyce and members of the Board, 25 and the officers and employees of this Company are doing GLD003365 15 1 a good Job for us, and we think they are going to continue 2 to do a good Job for us, but we are not locked into Glidden 3 Company for the rest of our lives. We can turn around 4 tomorrow morning and sell our stocks if we don't like it, 5 so therefore I think that Mr. Gilbert's objection to the 6 Stock Option Plan is a little bit tough. I don't think 7 it is a bonafide objection, and one that we should put 8 too much credence into. 9 I believe in our Board of Directors we have here, 10 and I think they are going to look out for our welfare. 11 We have an incentive plan for them, and when you give a 12 man an incentive plan I like the thought that he iB not 13 going to work Just from 9:00 to 5:00 in the day, he is 14 going to work in the evening, too, and he is going to be 15 out trying to get more business for The Glidden Company. 16 Now, Just look at your results this past year. 17 You have had a six percent increase in sales, but guess 18 what, you have got a fifty percent increase in net income. 19 Now, if this company can do that for the next few years, 20 boy, I sure want to stick with The Glidden Company, and I 21 urge you to vote your shares in favor of the Stock Option 22 Plan. 23 Thank you. 24 CHAIRMAN JOYCE: Thank you very much. 25 MR. GILBERT: Mr. Chairman, I have no GLD003366 16 1 desire to belabor the point. I would simply like to 2 answer a few of the points. What the previous speaker 3 has forgotten is that options dilute equity and therefore 4 are a matter of very important concern to the shareholders, 5 and the question of voting for or against proposals which 6 are made by management or by shareholders have nothing to 7 do with confidence or lack of confidence in the general 8 ability of this management, to which I yield to none, 9 in running the affairs of The Glidden Company, There 10 are not any arguments. These are isolated matters of 11 philosophy and opinions, and no one can be 100 percent 12 sure that they are right or wrong. 13 MR. BARNES: Mr. Chairman, may I Just 14 add one more thing here: I quite agree with you that 15 the Stock Option Plan does dilute equity, but I also 16 understand that the bull fellow thinks that the stock 17 market is going up, the bear thinks the Btock market is 18 going down, but the hog, he doesn't get a thing. All 19 he gets is the losses. Now, I would rather not be a hog 20 and let the Board of Directors have their Stock Option 21 Plans. Thank you. 22 CHAIRMAN JOYCE: Any stockholders who have 23 not turned in their proxies may obtain ballots at the 24 Inspectors' table at the front of the room, and the 25 Inspectors will then canvass the vote. GLD003367 1 CHAIRMAN JOYCE; 2 we are fortunate tc \' yS 3 shareholders present. \ \ 4 I beg your par 5 attention to the fact tha 6 presentation. The next oi\ 7 motion approving the action o. 8 employing Ernst & Ernst as audi\ 9 I request a resolution. 10 MR. HORNER: I j. 11 resolution, Mr. Chairman: 12 "Resolved, that the designation 13 a firm of independent certified public acc 14 by the Board of Directors of this Company, a 15 for this Company, be and lit Is hereby approved1,1 a. 16 its adoption. ft<i > 17 MR.-ER&KINE: Y'"jyT-O- ". _ 18 the Mr. Chairman, I st 19 MR. GILBERT: Mr. Chairman, I would 20 like now to ask a few questions of the auditors. 21 CHAIRMAN JOYCE: Will the auditors please 22 rise and identify themselves. 23 MR. NEWMAN HALVORSON: I am Newman Halvorson, 24 a partner of Ernst & Ernst, and I have with me Mr. . 25 Wilhelm, assistant manager of our firm, who is directly eU0336s I 18 1 in charge of the audit engagement, and has been for some 2 years past. 3 MR. GILBERT: I have three points to 4 put to the auditors, and these are some of the most 5 important things that we do at the annual meeting, is to 6 ask questions of our auditors and find out where we stand, 7 because these are our watchdogs during the year. 8 I read from today's New York Times -- I don't 9 know if you have seen the particular Item -- "'Alexander L. 10 Guterma never refused to supply information to Independent 11 auditors, but they never got all the Information they 12 wanted,' one of them testified yesterday. The witness 13 was Firman H. Hawes of Ernst & Ernst, Certified Public 14 Accountants." 15 And then further down it quotes, "'Mr. Hawes 16 testified yesterday that Mr. Guterma usually replied to 17 requests for information by saying it was not ready. 18 On other occasions he directed subordinates to make it 19 available, but did not see to it that this was done,' 20 according to the witness. 'We just didn't get it,' he 21 asserted. He said he still had not received enough 22 information to certify the Jacobs 1958 annual report as 23 accurate. According to Mr. Hawes he never received 24 access to all the Jacobs home office books and records, 25 or the financial statements of his subsidiaries." GLD0O3369 1 Might I ask you if you at any time have any 2 trouble in getting all the information you want promptly 3 and reasonably from thiB company? 4 MR. HALVORSON: We have never had any 5 denial or refusal to furnish any information requested. 6 There has never been any equivocation or delay in 7 offering us all of the assistance, all of the answers, 8 all of the information that we feel 1b required for our 9 purposes. 10 MR. GILBERT: Splendid. And the next 11 question that I would like to put to you -- and I read you 12 from the New York Evening News as of last April 16, 13 the following statement, and ask you if in your opinion 14 anything like this can happen here: "$5,000,000 error 15 told. Inventory discrepancy at the Western Electric 16 Conny plant is revealed. Western Electric Company 17 discovered a discrepancy of about $5*000,000 in its 18 inventories earlier this year. Most of the shortage was 19 at the huge Conny works. That was revealed yesterday 20 at the annual meeting of American Tel. and Tel., which 21 owns more than 99 percent of Western Electric Company's 22 stock. Stockholder Lewis Gilbert, who had raged a 23 running fight for years for changes in the policies of 24 various companies, told the A. T. & T. meeting he had 25 been apprised of the inventory troubles at Conny , . GLD003370 20 1 by an employee there. Gilbert asked Frederick R. Cappell, 2 A. T. & T. president, for.more details, Cappell 3 acknowledged there had been an inventory discrepancy of 4 about that amount, but declared it was an-'inter-department 5 affair, involving paper work, and stressed it resulted in 6 no actual loss either to Western Electric or to A. T. & T, 7 'Maybe it was bad bookkeeping or maybe bad leadership,' 8 Cappell said, 'but it has been straightened out.'" 9 It was, and it took a lot of time and effort, 10 and I am simply curious as to whether you see any dangers 11 of a substantial situation like that coming in this 12 Company. 13 MR. HALVORSON: I do not believe that any 14 discrepancy of anything of that proportion could possibly 15 occur within The Glidden Company,. Considering the controls 16 that we find it exercises over its inventories , considering 17 the audit tests that we have made every year in physical 18 observation at all major locations, and on a rotating 19 basis at minor locations, we have no concern about any 20 inventory discrepancy whatsoever. 21 MR. GILBERT: And the last question I 22 really put to you, because it is a responsibility of the 23 management, but I think that any time that whenever we ac 24 quire in the future any companies, I trust that you will 25 always consult with our Independent public accountants GLD003371 21 1 before you do this. You have all been reading about the 2 H. L. Green situation, and that Board of Directors could 3 have avoided all the trouble in the first place had they 4 stopped, looked, and listened, because this was the 5 certificate of Olden & Company, which they absorbed: 6 "Our examination waB made in accordance with generally 7 accepted auditing standards, and accordingly inoluded such 8 tests of the accounting records and such other auditing 9 procedures that we considered necessary in the circum 10 stances." Had they stopped there, there would have been 11 nothing to discuss, but they say, "Except we were not 12 present to observe procedures followed in determining 13 quantities of inventories as of January 31* 1956, or at 14 prior balance sheet dates, as to which we satisfied ourselves IS by means of other auditing tests and procedures." 16 Obviously, the check test is the intelligent 17 one, and I trust, however, that before we take any other 18 mpanies at any time we have assurance from you we will 19 get a clean certificate. 20 CHAIRMAN JOYCE: You have that assurance, 21 and I would like Mr. Maxey just to comment briefly 22 to the extent we go in that connection. 23 MR. MAXEY: I can assure Mr. Gilbert 24 that on any situation where we consider a take-over, and 25 its size justifies, we have E. & E. work with us, and we GLD003372 22 1 will have our own people go through it with a complete 2 physical inventory, with the possible subject, so I don't 3 think we need to worry about values whatsoever on that 4 score. 5 CHAIRMAN JOYCE: Any other comments about 6 the motion? 7 It has been moved and seconded, and any stock 8 holders who have not turned in their proxies may obtain 9 ballots at the Inspectors' table at the front of the 10 room, and the Inspectors will then canvass the vote. 11 12 13 14 IS 16 17 18 19 20 21 22 23 24 25 GLD003373 ' *' *' TmV;Y` 1? *' 23 We are fortunate in having two of our best-known t 2 shareholders present at the meeting today. Both of them 11 3 happen to be small shareholders, but the number of shares | they hold is irrelevent. What is Important is that they 5 take an active interest in the affairs of their company. 16 and they have assumed the responsibilities they have as 1 shareholders. 8 You have already heard from one of them, Mr. |1 Lewis Gilbert, and knowing Mr. Gilbert as I do, I imagine 1 we will hear more from him later on in the meeting. At 11 this time, however, I would like to introduce our other 11 12 distinguished shareholder. Master John Engstrom. 1 As you all know, John was featured in our 1959 14 Annual Report, which gave him an opportunity to see many 11 of the things that are going on in our company. Because this was an experience most shareholders don't have, we 1 16 have asked John to give you a brief account of his | ' 18 observations. 1 15 20 John, will you step up here and do that for us? MR. JOHN ENGSTROM; Thank you very much. 21 Mrj Joyce, fellow stockholders. J 22 Last year I was looking forward to the 1958 23 stockholders' meeting, but I happened to have a very 24 important Biology test on that day. In our school, a ! 25 fellow Just doesn't walk out on a Biology test. So I ! GLD003374 24 1 didn't get to the meeting. I had looked over the *57 and 2 '58 reports, and as any stockholder would, I had wondered 3 who all the people were and what they did, what new products 4 the company was working on, and how the company stood 5 financially. 6 Early this past summer, I was told that I would 7 have an opportunity to hear the answers to my questions 8 before the 1959 stockholders' meeting. I would have an 9 opportunity to meet some of .the Qlidden people, and to visit 10 plants and see manufacturing processes. 11 The first place we visited was in the Elmwood 12 Paint Lab, on the outskirts of Cleveland. I was intro 13 duced to various men, each of whom gave me an explanation 14 and tour of his special project. They were all very proud 15 of their projects, and enjoyed showing them off as much as 16 I enjoyed seeing them. One of the things 1 saw was a 17 "blister box". The sides of this small box are actually 18 paint test panels, which are subjected to extreme conditions 19 of heat and moisture, to test for paint blistering. 20 Some of the other projects, dealing with the 21 general wearing qualities of painted surfaces, were racks of 22 painted panels, set up outdoors, where they are exposed to 23 all sorts of weather conditions, where they are checked 24 periodically for peeling and fading. Another means of / 25 testing was the use of strips painted on the floors of busy g l d o o 3375 hallways. 25 2 1 I also got a sneak peek at some of the new paints 1 3 that are being developed in the labs. They showed me, too. some of the experiments being done on our line of tall oil 5 resins. Seeing all these experiments made me realize that | 6 the company is working very hard to keep the quality of its l products up to the highest possible level. I don't see 7 8 how any paint can pass the severe tests dreamed up by the | Elmwood Lab. | 10 I enjoyed seeing all of the activities in the 11 paint lab, and one of the most Impressive, at least to me. 1 12 was the making of plastic trays out of a new Glidden*polymer resin. A batch of the polymer is mixed, and then two 1 13 14 layers of half-inch thick fiberglass filaments in sheet ^ 15 form are placed on top of one another. The polymer is 16 daubed on and heat-pressed into the form of a tray. The 17 press that they use in the lab is the same that would be 18 used in a full-scale manufacturing plant. These trays are 19 tested for strength and other wearing qualities to show how 20 good the resin is. I was allowed to keep two of the trays ^ 21 that I helped make. They're strong, nice-looking, make | 22 wonderful flying saucers, and incidentally, they're good 23 study aids. Here's how I use mine: After I get in bed, I 24 arrange about three pillows behind my back for comfort, and 25 then place the tray in front of me, to write on, or to rest GLD003376 II 26 1 a book on while I read. 2 I asked some of the research men at the Lab where 3 their ideas came from. They told me that they surveyed 4 the needs in certain fields where Glidden was well-equipped 5 to solve the problems and manufacture the resulting new 6 products. Then, too, they told me, there are ideas that 7 can be traced to a certain kind of creative genius, but 8 this, they said, only comes after long years of work in the 9 field. Another research worker told me that to be suc 10 cessful, a research man has to have the .wisdota of..`a prophet, 11 the courage of an underfed wart-hog, and the oratory of a 12 Cicero. 13 Prom the Elmwood Lab, we went to the Cleveland 14 paint plant. I was fascinated there by the ingenious as 15 sembly line, where paint is poured in the cans, the lids 16 are pressed on, the labels are glued on, the shipping boxes 17 are glued together, the cans are put In the boxes, and the I 18 boxes are sealed, all done in one continuous automatic I 19 operation. 20 We spent the better part of a day at the Adrian I 21 Joyce works, where titanium dioxide is made. After donning I 22 white protective coats and helmets, we followed the whole I 23 process, step-by-step -- attack tanks, treating furnaces, 24 vats where the fluid is concentrated, and dryers of the , I 25 finished white powder. The plant covers acres and acres of GLD003377 27 1 ground. JuBt to give you an idea of the size of the plant, 2 our tour took the whole morning and half of the afternoon, 3 and we still didnt get to see all of the by-product and re 4 covery processes. 5 The plant is like a huge chemistry set, with an 6 enormous beaker of black liquid here, a hugh Bunsen burner 7 there, and all on a gigantic scale. . I don1t begin to 8 understand the chemical process in making titanium dioxide, 9 but I did have a lot of interesting experiences while I was 10 being Bhown the plant, such as riding on a man-lift, seeing 11 the chemical reaction going on in sane of the big tanks, and 12 climbing way, way up on a tower, where the view was terrific. 13 I learned that titanium dioxide is important in 14 the paper industry as well as in the paint industry. For 15 example, a ton of ordinary paperboard contains about five 16 pounds of titanium dioxide. And all of this is added to 17 only the small portion of paper pulp that makes up the 18 outside layer of the paperboard. It would, of course, be 19 very wasteful to add the titanium dioxide to the entire 20 paperboard, as no one prints on the inside anyhow. 21 Next morning we saw the Durkee plant at Bethlehem, 22 Pennsylvania, where coconut and spices are processed. The 23 main attraction was the RAMAC, an IBM electronic computer, 24 which can record Invoices and shipment data at a capacity of 25 way up in the millions. It is hard to calculate the GL0003378 28 1 savings contributed by the RAMAC, but the savings are sub-. 2 stantial, and there are other advantages, too, such as 3 eliminating delays In getting out sales data and cpst : 4 figures, and getting more accurate figures. 5 Next we toured the Durkee factory itself. Up6 stairs, 1 saw the huge bins where spices are stored until 7 ready to process. Each bin has a chute leading to the 8 apparatus that does whatever is to be done to the spice -- 9 removing extraneous materials, cleaning, toasting, or 10 grinding. The prepared spices are then fed into packaging 11 machines. I also saw the mills and ovens where coconut is 11 prepared. 1 This plant has a country kitchen atmosphere, with 14 clean machinery, enthusiastic apron-clad women operators. 11 and, throughout, the fresh smell of warm coconut. I hadn*t .6 realized before what extreme care must be taken to Insure 17 the most sanitary conditions it; possible for the preparation 18 of spices. The spices were carefully washed and cleaned. 1 19 and the handling was mostly done by shiny, bright machinery i. 20 which is absolutely germ-free. This was the nicest smellin s ^ 21 part of my trip. 22 A week later we went to the Thunderbird- 23 Lincoln-Continental plant to see a new development.in our 24 water-reducible primer. As We walked down the assembly 25 line t*o the dipping tank, we picked out the car we saw GLD0013/V 29 1 along the line that we'd most like to own. I chose a pink 2 Thunderbird convertible, and I did ask, but they weren't 3 giving out free samples that day. The dipping tank was 4 about as big as a small swimming pool, and was filled with 5 brown Glidden primer. The car bodies were Immersed in this 6 primer to a depth of about 8 to 10 Inches. This coating 7 gives rust protection to the dead ends and Inside passages 8 of the body. 9 In Cleveland, here, we visited the Stouffer 10 experimental kitchen. There I saw the handsome stainless 11 steel kitchen equipment, and watched some demonstrations 12 using Fluid-Flex, our new liquid shortening. I don't know 13 much about shortening, but from what I heard and saw in 14 this kitchen, this stuff is easy to handle and mix. It 15 certainly should be a fine addition to Glidden'8 products. 16 Next, we look at a display of products that con 17 tain menthol. I was surprised at the number and variety 18 of these products -- cosmetics, toothpastes, shaving creams, 19 cigarettes, drug items -- dozens and dozens of different 20 preparations. This new Glidden synthetic menthol will 21 have a wide and interesting field in products that we use 22 every day. 23 Next I went to Mr. Joyce's office, and after the 24 first few friendly words from him, he made me feel perfectly 25 at ease. Ve had a pleasant chat, discussing his duties. CLD003380 30 1 and admiring the beautiful view of Lake Erie from his office 2 window. It seems to me that the most important parts of 3 Mr. Joyce's duties are coordinating the company activities, 4 and making possible the development of people. (Hidden's 5 team has players that are full of pep and eager to put Glidd|en 6 out in front -- and the captain of the, team keeps everyone 7 working toward the same goal. 8 The Glldden Company Is so big, and Includes so 9 many different kinds of products, that no one can give even 10 a simple listing of the products in a few minutes. Prom 11 what I saw, each of these many products has enthusiastic 12 people working to make it even better and more profitable. 13 It makes me feel good to be even a very tiny part of the 14 company. 15 I do want to thank the many Glldden people who 16 guided me through the plants, explained the manufacturing 17 processes, described new developments, and answered my 18 questions. I am certain that my Glldden stock is a very 19 sound investment, and I look forward to getting dividend 20 checks for years to come. (Applause.) 21 22 23 24 25 GLD003381 31 1 CHAIRMAN JOYCE: Ladles and gentlemen, 2 I would like to say that John prepared that talk all by 3 himself. He didn't have any help from anybody, and I 4 wish that you would have been In my office when he walked 5 in to talk to me, and heard him say, "Just what do you do, 6 Mr. Joyce?" (Laughter.) 7 John was worried about missing a Biology class 8 last year, so I have written out a little excuse to your 9 teacher, and you can tell her that I have even gone so 10 far as to put in longhand at the bottom that you did a 11 fine job. 12 MR. ENGSTROM: Thank you. (Applause.) 13 CHAIRMAN JOYCE: Now, ladles and gentlemen, 14 we come to my report to the stockholders. 15 At last year's meeting, I summarized the various, 16 steps that had been taken to streamline and Improve the 17 earning power of our company. This morning I would like 18 to outline the results we have achieved to date. 19 A part of our program Involved the elimination of 20 low-profit Investments. This has been essentially com 21 pleted and previously reported to you. The most important 22 part, however, continues. It involves the strengthening 23 of our higher profit operations, and the Investment of 24 money and manpower into new areas which show opportunities 25 for a satisfactory rate of profit. Management time that GLD003382 32 1 once was devoted to the problems of low-profit operations 2 Is now being spent In exploring and planning new ways to 3 improve our profitability. ' v 4 During the past ten years, our divisional people 5 have done an excellent Job in attempting to meet our profit 6 objectives. Unfortunately, their progress has been obscurep 7 by the many changes that have taken place in recent years. 8 On pages 18 & 19 of our current annual report, we 9 have set forth the ten-year operating results of the company 10 on a basis which excludes the sales and profits of the 11 former Chemurgy Division. Since 1950, sales volume of our 12 current divisions has increased 26#, and income before taxes 13 has increased 33$. Net income shows only an 8# increase as 14 we have been unable to offset higher corporate income tax 15 rates placed into effect during this period. 16 A review of the individual segments reveals that 17 the Paint Division has produced an 82# sales increase and a 18 70# improvement in operating profits. These gains have 19 been the result of new products, broader distribution and 20 better manufacturing efforts. 21 In 1950, sales of the Pood Division were $84 mllllo 22 compared to $78 million last year. This decline reflects 23 lower raw material costs and the elimination of low-profit 24 products. While operating profits have shown only a small 25 improvement over 1950> the now active parts of this division ClDoo 3383 33 1 have consistently shown a good profit return on investment. 2 The Durkee operations have been completely reorganized in 3 the last several years, and the prospects for higher profits 4 are considerably brighter than they have been in the past. 5 Our greatest immediate potential for Increased 6 earnings lies in the ChemicalB-Pigments-Metals Division. 7 Over the ten-year period, sales have increased 20# and oper 8 ating profits, 67#. During this time, we disposed of the 9 West Coast lithopone, the white lead and the type-metal 10 businesses. When the sales and profit contributions of 11 theBe operations are eliminated from 1950 results, the 12 degree of improvement in our present activities is very 13 satisfactory. With the new investments made and being made 14 in this division, we expect an even greater rate of growth. 15 The Organic Chemical Division has undergone a com 16 plete change in the last ten years. The shift from the 17 naval stores business to terpene chemicals, tall oil product s 18 and synthetic resins has now been virtually completed. 19 Since 1950, sales have gained 46#, and operating profit is 20 up 14#. As you know, last year's results were burdened by 21 heavy start-up and development costs in this small division, 22 which account for the unsatisfactory profit Increase. 23 Future rates of increase should be much better. Because 24 of the division's present size, however, the total dollar 25 amounts involved will be modest when compared to our other GLD003384 34 1 operations. 2 Since 1954, over $31,000,000 has been invested 3 in new plants and equipment for the chemical divisions, 4 and in this five-year period sales have increased 53 5 percent and operating profits were up 64 percent. 6 We have yet to receive all the benefits from our past 7 capital expenditures, and further sums are being invested 8 in these operations. On the basis of our recent 9 experience, and projection for the future, we expect an 10 even higher rate of growth over the next five years. 11 I am very proud of the Job our divisional 12 operating people have done and are doing. If they could 13 do that well during a period when the company had 14 limited cash resources and management time was being IS spent on the problems of low-profit operations, I am 16 confident they now have greater opportunities with full 17 time management support and a strong financial structure 18 behind them. 19 I would now like to turn to a completely 20 different subject -- politics. The interest created by 21 my letter which accompanied the October dividend prompts 22 me to make a few further remarks on this topic. 23 I have long had an interest in politics -- not 24 as an elected or appointed officeholder, but as a 25 contributor to and an active participant In my own GLo 033 85 34-A 1 political party. Experience has shown that many people 2 believe that partisan politics is beneath them; that it 3 is dirty business; that people who engage in politics I 4 are only looking out for themselves. Perhaps this 5 latter assumption is true, if our objective in looking l out for ourselves is to obtain good government. Many of these same people regard themselves as 8 independent voters. They will vote for the candidate. 9 regardless of party, who seems best qualified for the posi10 tion. This is all well and good, but they overlook the fac t 11 12 13 14 (See next page.) 15 16 17 18 19 20 21 22 23 24 25 Gt0033 86 _______________________________________________________________________________ 35 1 that their choice has been narrowed by the operations of 2 partisan politics. The candidates they choose between have 3 been selected in individual party primaries, which in turn 4 are greatly influenced ly the inner party councils. So it 5 would appear to me that good government begins with good 6 party leadership. 7 Obviously, every citizen cannot be active in the 8 management of his political party. Those who have the 9 ability should do so. There are plenty of Jobs for others -- 10 soliciting contributions, passing out campaign literature, 11 working at polling places and many others. Having per 12 formed Jobs of this nature puts you in a position to express 13 your opinion to local party leaders and to influence party 14 policy. Certainly this is more effective than Bimply IS casting your ballot for candidates and platforms other 16 people have selected. 17 In my October letter, you were asked to take a 18 greater interest in government affairs to help obtain a 19 more favorable climate for the growth of our free economy. 20 We are similarly asking our employees to become more 21 informed and vocal. 22 This coming year, we intend to encourage our em 23 ployees to contribute money to their political party. We 24 believe that a broader base of financial support will lessen 25 the danger of special Interest groups having a disproportion GLD003387 _______________________________________________________________________________36 1 ate voice in party affairs. Also, having made an invest 2 ment in their party, our employees are apt to take a more 3 active interest in its policies and candidates. 4 Prior to the recent November election, we distribut ed 5 nonpartisan literature on candidates and issues where avail 6 able in local plant communities. During the next year, we 7 will invite candidates from both parties to visit our plants 8 and discuss their views with our people. We will also 9 provide our people with other nonpartisan materials to help 10 them keep abreast of the actions of their government 11 representatives. 12 Many of our employees are already active in their 13 local governments. One of our officers is a member of the 14 school board in his community; another recently helped man 15 age the campaign of a mayoralty candidate in one of our 16 major suburbs; still another was active in promoting a new 17 form of government here in Cuyahoga County. Other of our 18 employees are similarly engaged, and more are being encourag 5d 19 to become so. In such activities, they are acting as citi 20 zens of their community and not as employees or representa 21 tives of The Glidden Company. 22 We consider it most important that all our efforts 23 be kept on a bipartisan basis. I Join with others who stat 5 24 that the Republican Party cannot afford to become the party 25 of business anymore than the Democratic Party can afford to GLD00338S 37 1 become the party of labor. We need two strong parties, 2 both of which are'dependent upon and representative of 3 broad masses of the voting public and not special interest 4 groups. 5 Our American economy faces increasing competition 6 from capable sources in other parts of the world. An 7 industry crippled by restrictions and limited in financial 8 ability cannot effectively meet that competition. 9 We are engaged in a long-term battle for survival. 10 If our company and other companies are to succeed, each of 11 us must see that our governments provide the proper atmos 12 phere for success. 13 Before proceeding with any questions you may have 14 concerning our company, I would like at this time to re 15 quest a report by the inspectors on the balloting. 16 17 18 19 20 21 22 23 24 25 GLD003389 \ 38 ] The Inspectors of Election will now report. 2 MR. DUTTON: Mr. Chairman, the 3 Inspectors of Election wish to report that of the 4 2,309,180 shares of common stock of the Company entitled 5 to vote at this meeting, 1,853,302 shares are present 6 either in person or by proxy. 7 Each Director nominee received the affirmative 8 vote of 1,853,302 shares. 9 On the resolution to approve the designation of 10 Ernst Sc Ernst as auditors for the company, 1,836,781 11 shares voted in favor, and 14,462 shares voted against 12 the resolution. 13 1,751,148 shares were voted in favor of the 14 resolution authorizing the 1959 Stock option Incentive 15 Plan and releasing 100,000 shares of stock from pre-emptive 16 rights. 95,797 shares were voted against the resolution. 17 The Inspectors1 final certificate will be attached 18 to the minutes of the meeting. 19 MR. GILBERT: Point of information, 20 Mr. Chairman. 21 CHAIRMAN JOYCE: Mr. Gilbert? 22 MR. GILBERT: * . , Have the Inspectors the 23 approximate number of proxies they received for and 24 against the option's proposal in terms of proxies? 25 CHAIRMAN JOYCE: Mr. Dutton? g ID003390 39 1 MR. DUTTON: I believe that the number 2 I read would be the proxy I haven't 3 broken it down into howmany proxies there are. 4 MR. GILBERT: May I ask that in future 5 years you keep an approximate running account as we go 6 along whenever we have controversial issues like that? 7 MR. DUTTON: We can do that. 8 CHAIRMAN JOYCE: I would like to announce, 9 at the finish of Mr, Dutton's report, the election of 10 Directors, the adoption of the resolutions authorizing 11 the 1959 Stock Option Incentive Plan and releasing 100,000 12 shares of stock from the pre-emptive rights, and resolution 13 approving Ernst & Ernst as auditors of the Company. 14 The meeting is now open to questions from 15 stockholders. I will ask that stockholders present their 16 questions from the floor before the microphones, and state 17 their names, and so forth. 18 MR. GILBERT: On behalf of the stock 19 holders that I am representing, I have a few questions, 20 Mr. President. . 21 Again, it is a pleasure to ask them of you, and 22 I certainly agree with everything you have said in the 23 speech you just made. L 24 I notice that we apparently have lost 2000 25 shareholders, or almost that, since last year. I wonder if GLD003391 40 1 you have any ideas as to what has happened, why the 2 number has gone down? 3 CHAIRMAN JOYCE: I would like to have 4 Mr. Maxey, vice president of Finance, answer that question. 5 MR. MAXEY: First, we do not conduct 6 a follow-up, of course, when anyone sells their stock. 7 I think that is the Individual's own right, to reach his 8 own conclusions. In studying the shareholders' list, 9 the loss has been in the smaller shareholders. There has 10 been a concentration into some of the funds which did not 11 exist before, and in major trust accounts of banks. It 12 would be an opinion that some of the smaller holders who 13 had come into the Glidden situation back in '48-'49 at a 14 fairly high level, elected to remove themselves when our 15 stock again reached the levels which were experienced at .. 16 that particular time. 17 As I say, that is only an opinion based on.an 18 observation of the records, but I believe that will be the 19 case. 20 MR. GILBERT: . Thank you. And on 21 Page 4 of the Annual Report we are told in June we acquired 22 a 38-acre parcel of property located south of Cleveland, 23 on which we plan ultimately to build a central research 24 laboratory. Did this involve very much money? 25 CHAIRMAN JOYCE: The acquisition of the GLD003392 41 1 land, I believe. Involved $90,000; am I correct In that, 2 Mr. Maxey? 3 MR. MAXEY: In total It was something 4 over $100,000. 5 MR. GILBERT: And will you comment a 6 little further on research, your normal budget, or anything 7 like that, or anything more that you would care to say on 8 it? 9 CHAIRMAN JOYCE: Yes, I would be glad to 10 comment on that. We are very research conscious in our n Company, Mr. Gilbert. As you know, we now have four 12 major divisions -- really three, and the two Chemical 13 Divisions are pretty much classed as one -- and we handle 14 research in two ways. We handle it at the divisional 15 level, and as corporate research. There, of course, it 16 is awfully hard to differentiatetetween product development 17 and research in a company like ours, where one Btops and 18 where one starts. That is why we do have what you might 19 call pure research often at the divisional level. 20 In addition to that we do have a broad research 21 program for the Company as a whole -- you might call it 22 overall research -- which would include projects that 23 would require a i.type of personnel and equipment that we 24 can't maintain at these branches. ' 25 This plot of land you talk about, it is our 01.0003393 42 1 intention for the next year to build a central research ... 2 facility. We had one in Chicago in the Chemurgy Division, 3 and we couldn't very well pick that out of the pot when 4 we sold that to Central Soya, but we are very research 5 conscious and we are now in the process of considering our 6 research budgets for the coming year. 7 MR. GILBERT: Since we are talking of 8 budgets, the earnings, as you have noted in the Annual 9 Report, have increased, and they are substantially in 10 excess of the dividends. Will you comment on the 11 dividend policy a3 you see it? 12 CHAIRMAN JOYCE: Yes. Frankly, I think 13 that our dividend policy up to now has been very conserva 14 tive and in the best interests of the stockholders. I 15 think that our pay-out of $2.00 against our earnings is 16 all that we should pay out considering the development 17 program we have in the Company for the future, and as of 18 now I don't think any member of the Board would think about 19 increasing dividends. 20 I don't mean by that, Mr. Gilbert, to say that 21 $2.00 is frozen forever, but I am talking about this coming 22 year. MR. GILBERT: I think that is a very important point, because otherwise we will never get some more stockholders if they think it is a frozen investment. 0.0003394 43 i 1 A year or two, that doesn't matter, but I think we should, 2 if earnings keep rising, remember that, even if occasionally 3 they stop a dividend or something, in addition, so that 4 those who keep our stock will have really extra dividends 5 that way. That might also be an answer to the whole 6 problem. 7 There is another point that I would like to ask 8 you. On Page 4 you have mentioned in the paragraph after 9 the one I read that you are starting a branch expansion 10 program in Canada, and you have acquired several distributing 11 organizations in the Provinces of British Columbia or I 12 Ontario. Can you give us some information as to how this I 13 was acquired, whether a public company, private company, 14 stock, money, or how did we do it? I 15 CHAIRMAN JOYCE: I would like to have I 16 Mr. Duncan, who is vice president of the Paint Division, 17 comment on that. 18 MR. DUNCAN: I believe the point of 19 your question was were these public companies? 20 MR. GILBERT: That was oneof the 21 questions. 22 MR. DUNCAN: A little background In a 23 few words. These were two companies who actually had 24 grown with us, and they were owned by former employees of 25 ours. It is very difficult at times to keep a good man GL0003395 44 1 within your employ if he has dreams of being an entrepeneur 2 and going out and owning his own business. They are 3 usually very good men. We like to get them back. Not 4 only did we obtain a very healthy business, these men who 5 owned these businesses have made quite a respectable 6 competence for themselves as a result of it, they developed 7 the business with our aid and with our line. Now we have 8 acquired the business and the manpower, too, which I think 9 is a fine stroke. 10 MR. GILBERT: Did this involve very 11 much money or did it involve stock, or what did it involve? 12 MR. DUNCAN: No, it involved, as a matte r 13 of fact -- the employment was part of the blue sky. Do 14 I make myself clear? So there was no good will to speak 15 of, and we Just bought the net worth of the stocks and the 16 equipment, and so forth. We assumed the leases. 17 MR. GILBERT:. .Are these companies 18 to be operated as 100 percent owned subsidiaries? 19 MR. DUNCAN: Absolutely. 20 MR. GILBERT: And on Page 11 we are 21 told that greater emphasis was placed on advertising 22 consumer paint and food products, resulting in $1,100,000 23 increase in advertising expenses. About how much was our 24 budget last year? 25 CHAIRMAN JOYCE: Have you got those figures. GL003396 45 1 Max? 2 MR. MAXEY: Yes. Our total advertis 3 ing last year was about $4,000,000. Wait a minute. That 4 was the previous year. This last year, it was upped 5 $1,100,000, so It is about $5*400,000. That was total 6 company advertising. 7 CHAIRMAN JOYCE:, Any other questions? 8 If there are no other questions, ladles and 9 gentlemen, I want to again express my appreciation to all 10 of you for coming out here today, and I am very pleased 11 with the turnout. 12 I want you to know that we look forward to a 13 continuing friendly association with you stockholders as 14 the years go by. I am looking forward to seeing all of you 15 back next year, and hope we have some additional stock 16 holders present. 17 The Chair will now entertain a motion for 18 adjournment. 19 MR. R. P. GROVES: I so move, Mr. Chairman. 20 MR. D. E. ERSKINE: Second the motion. 21 CHAIRMAN JOYCE: All those in favor say, 22 "Aye," Contrary. Meeting is adjourned. 23 24 25 CL0003397