Document 1Qoox5yVQxNdE7kqZmznM1GBq

HI1S033S8 OF TBS BEGUIAB IKMiTIBlf KSfiTUKJ .. . 0? UBS BOARD OF BJBfClKSMi OF S8S CUKWfc COBNUT* J&uutes of the regular ooathly nesting of tb* Board of Directors of Ito__ Gildden Coepeqy, told at the office of the tospsny# 1396 Itaito <?ooeerce Building Qmvpfrm, Ohio# Oft IVltoaf# H*y ll 1951# t IOj OQ o'clock A.M. ,, . Sto following directors tore.pr*tot Adrian 0* tfoye# Clifton M* Kolb W. y. O'Brien J. ft. Sprague d. A. toter* . , . J P Ruth ft. B. Scteold . A* B\lHttJC*n . B* v toxey 0. (Sdlctth . Mr. D,'lehfc p* oyce vos not preeeat at tto neeting. Mr. Adrian Z. Joyce, Ctolraaa, provided end Kr. Clifton M* Kolb, Secretary, recorded tto ainutes. She reeding of tto Minutes of tto preview Meeting vae, upon notion duly aade# eecoaded nod uoaninouely carried dispensed viih end said Minutes were approved. !1 A rtpwt of tto FFB'e approved by tto President, Vice president* and to* gineeriog Peperteaat, covering tto period fron April It, 1951 to toy t, 1951# total* lag g2l,093t3 wee, upon wUm duly ande and seconded, aaaaittouaSy approved* isr.,$* F. Both submitted ffp go* 10 - ItO ia ttoaaouat of #137,813.60, covering installation of ea eddltlooel attack and eettliag teak at tto Coapeny'e heltiaor* plant. Be pciatjsd out that tto attack eguipoaat at Baltimore experienced severe eervice and at tiaee required .extensive repairs* Be said that if repair# were necessary to one of tto axletlag taato tto present capacity of tto plant vould to cat down oae*third It mm tto cpiaioa that production loaeoe caoeed by each rapaira vould thoroughly justify tto laetaUaUeo af additional etuipeoot. fo Scaurs aveUabiUty of aeeeaeary eonstraction eaterial arrasgeoaate had elraedy been Made, to said# far the purchase of tto eteel end cents* necessary to the . project. fJjpM notion dnlyj oode sad eaecada# ffg Be. W ** ihQ vae eaeaiaouely GLD008763 approved by tbs Directors. Upon the recoesseadutioa of Kr. Ruth the Director* eleo approved the pur* chare of euv atatioa vugon by Hr. fi. L. Shades for ueo at the nine of the fadkin Mica and Ileeuite Coopany Division. .. Mr* Sprague inquired of Mr* Ruth fee to the possibility of the Palat Division's obtaining ahlpsent* Of rutile pigwant# iron the Baltioare plant during the current year.! Mr. Hath stated that present plane called for only aioiaus pro* duetto b of rutile# inasmuch as further production would not psralt the Division to auintain it* present profit position* , Mr* Duncan stated that the Paint Division* vers greatly handicapped# not only through their inability to purchase rutile pig-* mats# hut also through lack of any definite loforaatton as to when such pigaants would be obtainable* It va* Mr. Ruth** position that the Cheaicale# Pignents and Metals Division should Manufacture- rutile only when it could do so without losing tonnage and profits otherwise available to the Coepatqr. she Chairasa concurred with Mr* Bath and pointed out further that other supplier*, such a* DuPont and national Dead# eight have rutile pigasnta available for purchase by the Paint Division in the near future. Ha suggested that the Buhlan Division, whose, rutile pigsent position had baan re* ported as acute by Mr. Cprague# concentrate further on the canuffecture of such items as railroad paints# insulating varnishes# etc* which contained rev Material in- gradient* which were readily available* Mr. Duncan stated that the Kubieu Division was already directing its efforts toward Manufacture and sale of such iteas and that results achieved by that Division vere very encouraging# Pha Chairmn auaaariaad several favorable financial reports which had baan reeaatly raeaivad fns the Divisions* Se also reported that Mr* Hath was coatleuiag oegotlatiQoa directed toward the sale of a portion of tbs property owned by the Ocopany at its Mstala Refining Cotpeay Division at Bsaaood# Indiana# and predicted that should the proposed sale of a portion of the SMpeoad property be coavleted that the coepasy could expect the Metals Refining Coapaoy Pivieion to continue to operate profitably* . Follovina careful consideration of the Chairaui'e report and tits current financial position of the Ooapaiy, end upon action duiyaado, seconded end unaai- nounly carried, it v RESOLVED, that 6 dividend of Fifty-Six and One-quarter Centst (*.56) per stare be-and the sane is tereby declared out of surplus a the Con vertible Preferred stock of the Cospsusy, for the period coaesocing April l, 1951 nod ending dune 30, 1951, peyablo duly 2, 1951 to holders of record of such stock at the close of busloess dune 1, 1951; and HESOLVRi), that the officers of the Coqpsray be and they are hereby authorised to do everything necessary to carry out the tore* of this resolution. She Dire^tore also approved payaedt of the regular quarterly dividend of Fifty Cents per share on tbs Coapeoy's Coaaon Stock and upon notion duly nude, seconded and unonioooaiy carried, it was RESOLVED, that a regular quarterly dividend of Fifty Cents (*50) per share be and the sans Is hereby declared out of surplus on the Coonoa stock of the cospeny fear the period cowonoing April 1, 19$l and ending dune 30, 1951, payable duly 2, 1951 to holder* of record of such ateck at the does of business dune 1, 1951; and RESOLVED, that the officer* of the Ceapauy be and they are hereby author ized to do everything necessary to carry out the tens* of this resolution. The Chairman suoenurited a report which had boon prepared by the Accounting Department setting forth tbs disposition of cash profits earned by the Coqpeny since November 1, 19^5* The report pointed out that the Cospacy's cash position at Ootcber 31, 1950 was practically the ease as its cash position as of Koveaber 1, 1945* Sloes Boveaber 1, 1945 the Cocpaay realised total potential cash profits of *1,861,000 which, after deducting increased receivables in the aaouet of *11,977,000, resulted in oet cash profits Star the period of *69,884,000. Cash fro sources other than profits asounted to *10,211,000, resulting in total cash received far the period of *80,095,000* After peyiag taxes, dividends, and allowing far Increases in in ventories *3^,047,000 raaslned* Of this ascent *19,804,000 went into plant expansion and *10,000,000 to pay off long texts bank loans, leaving a net increase is cash of $243,000 GLr>oo S?65 She Chairman further reported that from October 31# 15&0 to Kerch 31, l$$l the 0ag?nny hod potential cash profit* of $i6,9t9,OOd *od after receivables increase of $5,863,000 bed net cash profit* collected of $5,086,003. Shift amount, it vas pointed oat, va need almost anUrsly in paying incoa*' taxes and dlvidende. : ' . . - ' v. i .: i - ' - ;. - - From the sehadulee presented in the report it vas apparent that ail of the cash available to the Coeposy for the' five years free Oetober 31, 19t5 to October Si, 1953 after allowing for increased inventories and receivables had been absorbed by purcbftees or plants and OQUipwmt and by liquidation of long tern borrowing. Since October 31, 1930 the Cos^ecy had floaacedtla inventories and plant expansion by increased short term borrowing. fhc Ohslraan pointed eat that a ions tore loan or further equity financing to swat each increased demands for working capital was not only desirable, but necessary to effect discharge of outstanding short tera season al borrowings through noraal seasonal liquidation of inventories. Such financing would reduce the need for higher level* of short tern borrowings in the future, it was pointed out. The secretary sufcaitted the following bank resolutions which vert upon notion duly Bade end seconded uMafaously approved! RKJOLVED, that the authorisation of 1. o* vyberg to alga on the Account So* St aaintsAoed by She Clid&en Oospaay for the use of various of it* Division* located at Chicago, with the Continental XiUnoie Satiooai SaOkand Srust Cotgasy at Chicago, mined*, be caocelledjaeid eaaeellatlea to beeoM effective as of the date latter of notification is received by Mid Bank (letter of notification dated April 6, 1951,) After this change has been asde, this account should ypear m tie `.record* of the Bash t follovat Any Two* A* A. Patera, treasurer Clifton K, Solb, decretory S. X. **th * 0. faupert 0* Boras Brace a, c, ooiooth B. *. Fryd inerts ford H. Jergusoo Robert a* tahaan I* K Bright^.-- GL0008766 0* * Raff, J. Albtrt Cbltff B* J* SleOhek...... V* S. McCabe t* c* Bum ; RESOLVED., that the authorisation Of I, 0. Vyborg t0 sign 00 the Kecking Fund Account of the Soya Products Division of The GUddea Coepasy at iSS5 8* UroaU Avenue, Chicago, Illinois, iteiBUtaid. vith the Rertbera fruit Coopery, Chicago, XlUnela, he cancelled} jtel# cancellation to beceoe effective 00 of the date Utter of notification la received by aaid Bask (Uttar of notification dated key 1, 1931). After this change baa htee eade, thie account *hould appear oa tb m-orde of the Baak a foliovss Any 5Voi J. A Patera, yreaaerer Clifton jg* Kolb, (Secretary' R. G* Ooiftnth B. tt. Freya 0. Plerla Ford H. Ifcrgutoa a. t, Wright RESOLVED, that a hash account in the one# of "Vllliea F Belote, Buying Agent for the Giidden Company" he opened oe b#b*lf of She Giidden Coepaay with the wheeler County State Soak, AUao, Georgia, effective aa of the date letter of notification thereof ie received by mid Saak (letter of notification dated Bay 0, 1931)* She authorised aignaturea on ibU account shall ha any one of the relieving i Clifton M Xhlh if* A. Deter# V. D. Bi&llcitp e* K. v*Ua/Jr. viUiae ?. Belote .*?* H.Frcr RESOLVED, that the signatumof J.Albert Callff, E* F# Biaoaek, 8* B* McCabe, and 1* C. Bum* be added to the Uet of authorised alfobrs on the Account Bo* a aaintalned by She Oliddea Coggaay for the nao of various of its Division* located at Chicago, vith the Continental XlUnoia Rational Back and Sruat Company at Chicago, tntaetej aaid additional signature# to becoae effective aa of the . date Utter of notification la received by aaid Back (Utter of notification dated April S3, 1931)* After aaid addition# have been ends on this account, it ahoaid appear on the record* of the Back as follow# i Aoyfvot J. A. Peter#, Tr*o#urer CUfta^M^lColb, Secretary E. 0* Xhugert . 0. Borsae Bruce S* 0. OoUeth H. * Freyd Bayoowd HcQet 0. florin ford K. Ferguson ' Bofcert A* lahana GLD008767 R. U Wright C. B. Raff I. 0* Wyberg 3* Albert Caltff E. J* Biooaek V* #. KcCftbe i< 0* Burns RESOLVED, that a bank account in the neae of "Albert 0* Kicell, Buying Agent for Gliddett Company* bo opened on behalf of She OUdden Ceegcuiyvlth the yireh State BAok, OeilU, Georgia, effective e of the date latter of not!* flection thereof la received by aaift bank (Uttar of notification dated April eg, l<#i) She authoriaed aigoaturaa on thie account ehall be any one of the following* Clifton M. Kolb J* A. Pater* V* 0. Stalieup 0. H. Welle, 3e* A. D. MUell 3. P. ViUtaaa KBSOLYE23, that a bank account in the usee of "Fred B Carter, Buying Agent for Gliddetj Cos??any" be opened on behalf of She (Hidden Coupeny with the Bank of worth county, Sylvester, Georgia, effective ae of the data Utter of notifica tion thereof is received by eeld Bank (Utter of notification dated April 25, 1951)* She authoriaed aleoaturee on thie account ebsll be wsy one of the followingi Clifton M, KOlb d. A* Pefcere V, B, BtalUep C. Welle, dr - Fred S* Oerter ' RESOLVED, thst V. V, Gon&ot, Aeaietant Secretary of She Giidden Coopaoy, be authorited to alga checks drawn agalnet the Preferred and Coaaon Dividend Account# of eald She Olidden Ccepany minteined vitb She Chase Battonal Bank of the City of Sew fork. Pine Street Corner of Skeeau, Bev Tork 15, Sv York, ef fective on and after the date Utter of notification thereof ie received by aaid Sank* She Chatman reported to the Director* concerning preliminary negotiation* on behalf of th* Coopany for additional equity financing and/or debt financing in the aaouat of nyproxlaately fen Million Dollar*, at previously authorised by the Board of Director# and the Executive Coaalttee. She Diraetora carefully cosaidcred several financing prograa* which were carefully and thoroughly eneaarised by the ChairewB and submitted foe the Board's eonaiderntioo. Sheet program* inclosed plans far the eaU of additional Co mmo Stock and retirement of the Company** outatanding Convertible Preferred Stock and fbr debt finaaeiag by, iaauiaaee ecapanie* aad banka, including apaeific propoaaU by (ieldaan, Sacha A Go, Birth A Co#, She Sev fork GLD008768 XruBt Coagyany waft ITao Chase Rational Bank for such financing. It v m th* unanimous deeisldo of the Directoro tbst a propossl negotiated y` by the Chairneu with She Shea# BeUoael Bank calling for * bnt loan la the aBre* .W ' < ,?...* - - - " goto principal ateouat of Wilton Dollars,t b* evidenced by unsecured atrial notes bearing Interest at the rat# of 35 per annua, with dsaual mvkril%*i Of $1,500,000 each beginsios fttly^l, 1933 $>end including July l, W&, end final payment of four HiUioii BoUWt`0 due July 1, 1937# should!# approved by the Board of Directors hod tbs holders of the Convertible preferred Stock for the purpose of ebtainiogtlieir written consent m providedinth# Aacnded Articles of Xoc3Ktttlcft*;'''' Skis fioeneing, the Cbsirasa said/ would be undertaken by S3 Chose Ifettooal Saak had four Otfae*.\b&ake, She Sew fork Sruai CoiQpaay, Back of the Kaahattan Coopaoy, roe Rational City Saak of Saw fork and tho Continental Illinois national Bank and frost .Cogpo^y*'. She Chairswn also reported that he had received assurances froa The Chase Rational Batik end She Rev fork Srust coegpaoy that the Company's present lines of credit with these banks would bo unaffected by the bank losa which had beta approved by the Directora* tpoa notion duly m&ts, seconded aud uoaulaouely carried, it vae RSaOLVKD that the officero of this Cospatiy be and they are hereby author ised to negotiate with 3b* Chase Rational Bank of the City of Row fork and other banka for an unsecured bank loan to be aada to this Co^pauy in the aggregate princi pal aisount of $10,000,000.00, repayable as follows* Anaggregateof $1,500,000*00, principal aaouat, ;1> shall aatura ot the lat day of Juljr in each of ?-i ; the years 1953, 193b, 1953 and 1936, and th* bal 4Iti , ance in the aggregate principal aaount of v t% ,000,000.00 shall oatufe on July 1, 1957, bearing interest et tbi rate of 35 per annua, payable Quarterly, and upon and sub ject to such other teres, provisions and conditions ea the officers of this Company herelnhelov cased shall approve, said loan, to be evidenced by serial notes to be oaecutad uu delivered hr this to the bank or banks aakiaa suob leas* aad that, subject to {this 'Ceapany, first obtainiag t3 affirastive vote or written con* sent of the holders of at least two-thirds of the assreiate B**1 saoimt f the out* standing Convertible Preferred Stock of this Coogany as required by the Articles of Incorporatton of tbs aoepaoy# a# asasaded,-Adrien D. Joyce. Chairaan of the Board GLD 008769 of Director*, or Dwight p, Joyce, President, and Clifton II* Kolb, Senior Vice President end Decretory, or J* A, Peter*, Srcaeurer, of tide Coa^ergr, be and they ere hereby authorised, in the nn* end m behalf of this Ccagany, to execute and 1 deliver to the bank or beaks making said loan to this Coapasy, serial notes of this Company evidencing thii Coapaoy's obligation to repay Sold loan, a&id serial notes to be In such fore and to contain such terns, provision* and condition* as shall foe approved by the officer* of this Company signing ecb notes, end the execution thereof by such officers to be conclusive evidence of such approval; end BE80LVED that the proper officer* of this Cospasy be end they ere hereby authorised end directed to take such steps & may be necessary to Obtain the written consents of the holder# of record of at leeet two-third* of the aggregate par naount of the outstanding Convertible Preferred Stock of this Company consent* log to sold proposed barroving by thle Ccmpaay of $10,000,000*00, the execution end issuance by thle Company of its serial note* evidencing the Coagjeny% obit* gallon to repay the amount borrowed, maturing more then eighteen {lo) month* from date of issu*, end also consenting to the refunding of tbs indebtedness to be evi denced by said notes, at the same or at a lover rate of Interest, with maturities not later than July l, 1961, but otherwise on the same terms and conditions, and that the record date for deteraiming tbs holder* of the Convertible Preferred Stock Of this Cospnny entitled to execute such written consent# be and it la hereby fix4 aa of the close of business Mty 21,1951, and that such written consent# shall bo deemed effective if and when, not sere than forty-five (k5) days after said record dt;, the Company shall havt received such written consents from the holder* of1 record m such record date of at least two-thirds of the aggregate par amount of the outstanding Convertible Preferred stock* The Director*, upon motion duly made mod seconded, unanimously approved execution by Hr. A, D. Duncan of a ten year leas* with option to purchase of a new building located in Coluahu, Ohio, to be need by the Paint Division's metropolitan branch in that city. 3he Secretary reported that the Securities and Exchange Comniesion had notified the cospany that the Lo# Angeles stock Exchange had aade application for unlisted trading privileges In the Cmsxm Stock of fhe Olidden Company and that the natter bad beta set down by the Commission for hearing on or after June $, 1951* Hr. Kolb pointed out that such trading privilege* on the to* Angeles stock would permit the Company's Common stock to be traded on that Exchange aa listed stock but nth no obligations by the Company to file report* and otherwise e<Mtfy with requirement* established by the loa Angeles Exchange for listed securities* GLD00 8770 1;' There being no further bueineee to coae before the Director#, the eeetiag, upon notion duly ado, eecoodea &nd un&alooueiy carried, wa* adjourned. GLD008771