Document 4a2kwBEpbxrjyoYaqJbwJr9eQ

UEETIilG OF DIRECTORS OF THE SHERYi'IN-Yi ILLIAIJS COMPAUY. a ------------------------- ~- - - --' On motion made by Hr. C. P.Jarden, seconded by Hr. L. 7f. Tfolcott, and carried, the following three members of the Board were appointed as the finance Committee for the coming year; Geo, A. Martin Geo* T. Bishop Harris Creech* The President next referred to the agreement Tri.th.the Burgess titanium Company, approved by the Board of Directors at their meeting of July 26th, 1937, v/hich granted to The Shorv/in-TTilliaas Company an option to purchase substantially all the assets of the Burgess Titanium Company as set 0 forth in tho .Agreement, for a consideration of 5,500 shares of common stock of The Sherwin-YTillians Company. Ke stated that the expiration dato for exercising the option was January 15, 193o,- and that he now was ready to recommend to tho Board of Directors that in his judgment it vras to tho best interests of the Company to exercise its option and complete the purchase according to the terms of the agreement. He briefly reviewed the history of the investigation which wa3 con ducted under the supervision of Professor B. E* V/are, Technical Adviser to the President; Hr. Harold Saunders, Company's Technical Expert on Pigments, and Hr. R. H. Roosevelt, who was especially engaged by the Company to assist in this investigation. As both Professor Y'are and Hr. Roosevelt were in the office at the tine of the directors 1 meeting ?r. Martin invited Professor Y&re to address the directors and state his views as to the advisability of acquiring the patent rights and other assets of the Burgess Titanium Company. . Professor Y/are, after telling about the process of manufacturing titanium and his experience during the investigation, stated his conclusion that the process was chemically sound and capable of operating at a competitive cost. He also referred to .the written report filed by Mr. Saunders, which vms to the effect that the titanium produced by the 3urgess process was a satis factory pigment for use in the Company's products. Ho also reported that he had employed Mr. Clair Y<*. Fairbanlc, of the firm of Dean, Fairbonk c. Hirsch of Hew York, as patent counsel, and read the conclusion of Mr. Fairbank's written opinion to the effect that the Burgess Titanium Company process was a protect able ono free from infringement. After Professor '.Tare had concluded his remarks, Hr. Roosevelt was called into tho meeting. Hr. Roosevelt, who had been associated several years ago with the national Lead Co. in tho manufacture of titanium pigment, wont over the history of the development of titanium and explained its uses in various industries. He compared the Burgess process with the sulphuric acid process, vrhich he said had been in operation about seventeen years and was covered by more than 192 patents, not more than 20^ of which had expired. He said that he believed that eventually it would be possible to make titanium Pigment at a lower cost under tho Burgess process than by tho sulphuric acid method. rir 1 RECORD BOOK PAGE. .ATTE 0007-SWP-000005288 * j MEETING OF DIHECTORS OF THE SHEKV.'IIi-ITTLLIAllS COMPANY. -3- 21X7* i-0 am After answering -various questions. Professor Ware and Mr. Roosevelt then retired, and following a general discussion of the Burgess process and its Tejue to the Company, Mr. L'. 17. Wolcott moved the adoption of the following resolution and that the President be empowered to proceed in this matter os he sees fit. The motion was seconded by Mr. II. D. Whittlesey, and carried. WHEREAS, under the agreement between Burgess Titanium Company and this Company, dated July 26, 1937* this Company has the right at its election to aoquire all or substantially all the properties and assets of Burgess Titanium Company, including all its property and assets re ferred to In paragraph 1 of said agreement, in consideration of the issuance and delivery to Burgess Titanium Company of ,00 shares of full-paid and non-assessable common stoolc of this Company; and WHEREAS the officers of this Company and its engineers, after investigation during the period sinoe the execution of said contract, have concluded and recommended that it will be advisable for this Company to make such acquisition; and WHEREAS this Compary has recelvod a satisfactory opinion from patent counsel as to the validity of the patents embraced in the proper ties and assets which this Company so has the right to acquire, and also from corporate counsel as to the legality of the issuance of such stock for the acquisition of such properties and assets; and WHEREAS this Board has determined, and hereby determines, that such properties and assets of Burgess Titanium Company which this Company so has the right to acquire, have a fair value to this Company in excess not only of the par value but also of the actual value of 5,500 shares of this Company's common stock, to wit; in excess of $500,000. and that the acquisition of such properties and assets by this Company for such con sideration is advisable;. NOW, THEREFORE, RESOLVED, that this Company shall, and it here by does, exorcise its right under said agreement between Burgess Titanium Company and this Company, dated July 26, 1937# to purchase all or substan tially all the properties and assets of Burgess Titanium vCbmpany, -including all its property and assets referred to.in paragraph 1 of said agreement; and FURTHER RESOLVED that the President or a Vico President and . the Secretary or Assistant Secretary of this Company be, and they hereby are, authorized and directed to give notice in writing to the Burgess Titanium Company of the election by this Company to exercise such right to' acquire such properties and assets of Burgess Titanium Company* and 000?-SWP-000005289 MEETING 0? DIRECTORS OF THE SHEHOT-WILLIAMS COMPANY. -4- Sl&TS 1-1 Kt) FURTHER RESOLVED that the President or a Vice President and the Secretary or Assistant Secretary of this Company be, and they hereby are, authorized and directed to issue and deliver or cause to be issued and delivered 5,500 shares of common stock of this Company, of the par valuo of $25 each, to Burgess Titanium Company against the concurrent conveyance and transfer to this Company by Burgess Titanium Company, by appropriate instruments of conveyance and transfer, of all or substan tially all of its property and assets (including the property and assets referred to in paragraph 1 of said agreement with Burgess Titanium Com^ pany dated July 26, 1537), free and clear of all liens and liabilities, and the concurrent performance by Burgess Titani\m Company of all the acts.by said agreement required to be performed on its part prior to, or concurrently with, such issuance and delivery of coranon stock of this Company; and RESOLVED FURTHER that the president or a Vice President and the Secretary or Assistant Secretary and the other proper officers of this Company be end they are, authorized to execute all such instruments, and to take all such steps and proceedings, as they may deem necessary or advisable to carry out on the part of this Company said agreement of July 26, 1937, with Burgess Titanium Company. On motion made by Mr. IC. D. YJhittlesoy, seconded, by J5r. D. A. Kohr, the following resolution was unanimously adopted: V/HEREAS, Estelle B. Hagerty of Washington C. IS., Ohio, has made affidavit that she is the owner of Certificate of Deposit No. 2182, issued in the name of Estelle 3. Ilagcrty, representing an aggregate of two shares of Series "AA" 6;t Cumulative Preferred Stock of this corpor ation j and that said certificate of deposit has been lost; and WHEREAS, said owner has made application for the issuance of a certificate of stock for two shares of Series "AAA" $% Cumulative Preferred Stock and has tendered to this corporation a bond of indemnity executed by such owner as' principal and the Fidelity & Deposit Conpany of Maryland as surety, for any and all loss, to indemnity and save harm less this corporation, its transfer agent and its registrar, their successors and assigns, from and against any and all costs, actions, suits, damages, charges, and expenses either of them may incur and to induce this corporation, its transfer agent and its registrar to issue, countersign and register a new certificate of stock in lieu of such lost certificate of deposit; NON, THEREFORE, BE IT RESOLVED, that said bond of indemnity is now approved and accepted and the officers of this Company arc authorized and instructed to execute and deliver a new certificate.