Document 2ay45R9rB3q3J4xgyn1gRj9L

. MINCEE5 C7: The regular annual meeting zi the Bcarh cf-Directors ci the VECTOR MAN*D FAC7URi N G & GASKET COMPANY, an Illinois corporation, held a; the offices of said Company, 5750 West Roosevelt Road, in the City of Chicago, in the County of Cook and State of Illinois, on the 16th day of March, A. D. 1965, at 11:00 in the forenoon of said day (immediately fallowing the meeting of the shareholders of said corporation) pursuant to the by-laws. .' The following Directors, constituting all of the Board of Directors,: were present in person: . '' '. , . .' , .. George E. Victor , . . ' Orrin W. Clifton .' - William F. Victor Henry E. Seyfarth . . Wayne D. Neathery , ; ' ' / ' . . ' The meeting was called to order by Mr. George E. Victor, Chairman. Mr. Wayne D. Neathery, Secretary of the corporation, acted as Secretary of the meeting and recorded the proceedings... . ' ' . . The Secretary reported that all of the Directors, were present in . ' person at the meeting;.and, therefore, the meeting was legally constituted for. the transaction of business; . . " - : ` . The Chairman announced that the first order of business was the ` election of a Chairman of the Board; a Vice Chairman of the Board; "a President; an Executive Vice President; a Vice President of Pricing & Purchasing; a Vice ' President of Replacement Sales; a Vice President of O.E.M. Sales; a Vice President of Cost & Inventory Control; a Vice President of Research & Development; a Vice - President of Manufacturing; a Vice President of Finance; a Secretary and an Assist ant Secretary; a Treasurer and an Assistant Treasurer;, a Controller; a President - International Division; and a Vice President - International Division. . Thereupon the following persons were nominated for officers of the Company, to serve for the term provided in the by-laws; . ' George E. Victor Wayne.D. Neathery Orrin W. Clifton Robert M. Bums . Edward Gaminis Benjamin S. Barrett .Adam R. Smith Wayne D. Neathery Raymond I. Garaldson Wayne D. Neathery Malcolm F. Hill . Frank S. Wilson Paul F. Niessen . Chairman of the Board . , Vice Chairman of the Board . President . '. Executive Vice President ,- Vice President of Replacement Sales.;; . Vice President of O.E.M. Sales Vice President of. Cost & Inventory. Control Secretary , . ,. Assistant Secretary. . Treasurer -' . .. Controller - President - International Division " Vice President - International Division . . No further nommatxcr.s being made, .the nominations were closed and the Directors proceeded to. vote on the nominees. All of the Directors present at the meeting having voted and the vote having been counted, the Chairman ' announced that the aforesaid nominees had been duly elected to the offices set opposite their respective names by.the affirmative; vote of all the Directors 'present at the meeting, to serve for the term provided in the by-laws. ` ' - No nominations having been made for the offices of Vice President of Pricing & Purchasing, Vice President of Research & Development, Vice President of Manufacturing, Vice President of Finance/ and Assistant Treasurer, those offices were left vacant. ' .. . The Treasurer then read the following report relative to the financial position of this corporation and the results, of its operations for the fiscal year ending January 3, 1965: . Comparative Statement of Sales and Profits '. Fiscal year ending January 3, 1965 (000 omitted) ; ` . Increase or ., . ' 1964 . 1963 (Decrease) Parent Company: (Excluding. Subsidiaries) : . ' Net Sides $36,251 $35,048 $1,203 Net Profit 1,314 .1,186 128 % of Increase or (Decrease) 3.4 Consolidated: Net Sales Net Profit $38,845 . 1,233 $37,617 1,312- $1,228 (79) 3.3 % of Profit to Sales 3.2 3.5 During the fiscal year,- additions to land, land improvements, buildings'j machinery and equipment amounted to $4,356,633. Depreciation for the year amounted to about $1,682,000. The consolidated net investment in property, plant, and equipment, less depreciation, increased during the year from about $7,979,000 to about $10,609,000. A net amouiit of $326,228 was carried on the books as property held for sale at the end of the year. This consisted of property in Hanover Township near Elgin, Illinois. The property held for sale at the end of last year included a build ing on South Iron Street in Chicago, which is now being more fully utilized than formerly and has been removed from the market. The property at Crawfordsville, Indiana, which was sold In 1964, was also included as property held for sale at the end of last year. Investments in international operations increased by approximately $600,000 during 1964 to about $1,000,000 at the end of the year. Most of the increase is accounted for by the investment of $250,000 in Mexico, $283,000 in Denmark, and $31,700 in Colombia. Income ' from dividends and royalties increased from about $35,000 in 1963 to more than $92,000 in 1964, and additional increases are anticipated Lc.-g-:erm debt was increased during the year fro- approximately' $4,010,750 at the beginning of the year to 55,908,600 at the end ' of the year. The end.of the year balance is composed of: , (a) $5;500,000 owed to The Prudential Insurance Company of America. - " . (b) $408,600 notes payable to the former shareholders of Victor - Real Estate Company at the rate of $102,150 annually on the .; 25th of February each year.through 1968. ; - ' ; Contributions-to the Trustee of the Victor Pension Trust in the amount of $40.0,000 were authorized in 1964. Payment of the $400,000 is to be made during the first part of 1965. This will bring the total con tributions to the Pension Trust to approximately $4,960,000.. The unfunded actuarial liability for past service costs at the end of 1964 . was.approximately $2,910,000.. At the end of 1964, 120 persons were . drawing pension checks-amounting to $7,166.91 per month. ` : The dividend record on the common, stock of the Company during the .. past eight years is as follows: ' `. 1957 - $3.00 1958 . - . 3.50 1959 - 4.00 1960 - . 4.50 1961 . - 5-.00 1962 - 5.00 ` 1963 - 5.50 1964 - . 6.25 On the 15th of this month, a common stock dividend of 51-.75 per share was paid. .' . Upon consideration of the report of the Treasurer, and upon motion by Mr. William F. Victor, seconded by Mr. Henry E. Seyfarth, and . unanimously approved, if was ' . . ' , RESOLVED that the report of the Treasurer, submitted . . and read to the meeting by him, be received and ap- .. . .. proved, and that the same be,placed on file for pur . ' poses of reference. . . ' FURTHER RESOLVED that the acts of the President and other officers of this corporation in making available the means necessary, and making the expenditures . and commitments aforesaid, for additional land, build- ar.c ~dcr.ir.ery, *T.e:.-ier cwr.ec or .eesec or etherwise acquires, be and :r.e same are heresy ratified,-approved, and confirmed in all respects. . ' ' Upon motion by Mr. Henry E. Seyfarth, seconded by Mr. William F. Victor, and unanimously approved, it was . . . . ' RESOLVED that the President of this corporation be, " . -and he hereby is, authorized and empowered to purchase or lease such real estate and to make necessary rehabil- . . itatioh thereof and alterations thereto,. and to make such other expenditures as are or may be required for the further ; proper needs and uses of this corporation for any purpose; ! . and he hereby is further authorized and empowered to pur chase any and all of the aforegoing in such quantities and amounts, upon such prices, terms, conditions and deliveries ` as he deems advisable and necessary. .. . . The Treasurer reported that during.the varying sales volume'periods of the operations of this corporation, and. as-a result of long-time borrowings, cash balances are accumulated in the depositories of this*.corporation,-which such cash balances are required during low peak business periods for necessary or advisable expenditures in behalf of this corporation.. ' . '" The Treasurer further-reported that it had been the practice of this corporation in the past to purchase Income securities with such accumulated cash balances aforesaid,-in order to put such accumulated cash balances on an invest ment-return basis, until required in the business of this corporation, at which time such securities are re-sold to supply the necessary cash to meet the peak requirements; such purchases to be subject to the terms of the Note Agreement -with The Prudential Insurance Company of America dated December 11, 1964, . and effective until said Note Agreement is terminated or otherwise superseded. The Treasurer stated further that he deemed it advisable that such practice be continued. Upon consideration of the report of the Treasurer, and upon motion by Mr. Henry E. Seyfarth, seconded by Mr.-William F. Victor, the following preambles and resolutions were unanimously adopted: . . WHEREAS ,in the past it has been the practice of .this - - . corporation to put to. work its' accumulated cash balances ' carried in its accounts as aforesaid, by the purchase of - ' .- .- - income bearing securities, and to sell such securities when the needs of the business require the cash so in ; ' vested in said securities; and - . .- WHEREAS it is the sense of this Board that such practice should continue (subject to the terms of the Note Agree ' ment with The Prudential Insurance Company of America - rates Dec:--aer M, 1554); ar.c it is the sense rf this 5ocrr that it is advantageous and for the best interests of this corporation that such practices be continued as aforesaid, in order to secure reasonable earnings upon such accumulated cash balances during the period when currently in low peak sales and manufacturing operations; NOW THEREFORE BE IT RESOLVED that the President and the / Treasurer of this corporation be and they hereby are Jointly ' and severally authorized aijd empowered, for and on behalf ' of this corporation, and in such denominations, maturities - and amounts as they may, in their discretion, deem advis-, - , - able to buy, from-such accumulated cash balances, securities; . subject to the terms of the Note Agreement with The Prudential Insurance Company of America dated December 11, 1964. ' - BE IT FURTHER RESOLVED that the President and the Treasurer - of this corporation be and they hereby are Jointly and .severally authorized and empowered to hypothecate and/or sell at any .time any such securities owned by this corporation, upon V ' ; such terms and at such prices and.in such amounts as in ' , . their discretion they may deem advisable and in the best ; interest ofthls corporation. . . '- ' ' ' The Treasurer reported that seasonal fluctuations in the need - for working capital resulting from inventory accumulations prior to the vaca- tion period and seasonal fluctuations in sales have made it necessary to borrow substantial sums on a shoct-term basis from time to time for working capital re quirements. He further stated that in his opinion such short-term borrowing.to meet peak requirements for working capital is in the best interests of the Com pany. . '' *- * '* Upon consideration of the report of the Treasurer and on motion by Mr; Henry E. Seyfarth, seconded by Mr. William F. Victor, and unanimously approved, the following resolution was adopted; i * `t RESOLVED that the officers of this corporation be, and they hereby are, authorized and directed to . - . borrow, in behalf of this corporation, from 'Such . banks or trust companies as they may in their - judgment determine, an amount not exceeding . , Two Million ($2,000,000) Dollars oh a short-term' - 1 . . basis for such period of time and upon such terras- . ' . and rate of interest as may to them in their discretion ' . . . seem advisable, and to execute notes in respect . thereto in the name of the corporation for the payment . of the amount so borrowed. . . -The Chairman announced that the Note Agreement with The Prudential Insurance Company of America dated December 11, 1964, has been amended to - . rarrsz.-. 1Z5 :.~.e rrc\~ s:cr. i s tw e :e s.-sc :c oe a subsidiary. .\;r.u: = " - After discussion, upon motion by Mr. William F. Victor, seconded by Mr. Henry E. Seyfarth, and unanimously approved, it was RESOLVED that the actions of the officers of this Com pany in agreeing to an. amendment to the Note Agreement ' with The Prudential Insurance Company of America dated . December.11-, 1964, be, and they hereby are, approved. FURTHER RESOLVED that a copy of the amendment be made ' a part of the minutes, of this meeting. . . " , .; . The Treasurer reported that seasonal variations in the operations of this Company's wholly-owned subsidiary, Victor Juntas Interaroericanas Inc. , are expected to result in fluctuations in working capital requirements. Lack of any operating results for that company makes it advisable that short-iera needs be met by direct loans from this Company. . , .' . After discussion, upon motion by Mr. Henry E.. Seyfmh, seconded by Mr. Oirin W. Clifton, and unanimously approved, it was .. ' " RESOLVED that the officers of this Company be, and they hereby are, authorized to lend to Victor Juntas Interamericanas Inc. such sums as they shall from time to time deem necessary; the total', however, to not exceed Fifty Thousand Dollars (650,000) at any time. ' The Chairman reported that this Company has from time to time ' loaned to. Smith & Kanzler Company varying amounts within the limits authoriz ed by the Board on June 22, 1964. He called attention to the one-year limita tion contained In that authorization and he asked that consideration be given to extending the authorization. . . -' After discussion, upon motion by Mr. Henry E. Seyfarth, seconded by Mr.. William F. Victor, and unanimously approved, it was . "* ,, - RESOLVED that the officers of this Company be, and - they hereby are,.- authorized to lend to Smith & Kanzler ..Company at an interest rate of five and one-half per. .. `- . cent (5-1/2%) per annum such.sums as they may from ; . . time to time'deem necessary; such sums, however, not ' to exceed at any time One Million Five Hundred Thousand Dollars ($1,500,000). .. .. The Chairman said that the Board of Directors of this Company at a meeting on November 2, 1961, authorized sale of the property in Hanover Township near Elgin, Illinois, owned by this Company. Efforts to find a buyer I pans of the proper:'/ couid have been sold as developed industrial property ;f the necessary utilities and other improvements were made available. Recently the Elgin Sweeper Company of-Elgin, Illinois, has expressed interest in buying 20 acres for the construction of a new plant." After discussion, upon motion by Mr. Henry E. Seyfarth, seconded by Mr. Orrin W. Clifton, and unanimously approved, it was RESOLVED that the officers of this Company be, , and. they hereby are, authorized to expend such - ` sums as may be necessary to develop the property . in Hanover Township for sale as improved industrial . .property. . ' ' V ' FURTHER RESOLVED that the-officers of this Com pany be, and they hereby are, authorized to.sell ' . portions of the Hanover Township property on such terms and conditions as they shall deem appropriate. . There being no further business, the meeting thereupon adjourned. . > ' .- .