Document 6BDVVGv0ZnXLqeaVj7yq9gZ3

Philadelphia, Pa* November 21, 1949 A special meeting of the Direetore of JOHN T* LEWIS AND BROTHSRS COMPANY was held at 2*0? Bast Cumberland Street, Philadelphia, Pennsyl vania, on November 21, 1949 at 3*45 o'clock P.M. There were present and participating at the meetings Leonard T* Beale J* W. Gardiner, Jr* A* B. McCarron M. H. Merritt Walter Morris G. A. Watte A* M* Wilson being a majority and quorum of the Board of Directors of said corporation* Mr* J. W. Gardiner, Jr*, President of the corporation, acted as Chairman of the meeting, and Mr* Morris H. Merritt, Secretary of the corporation, acted as Secretary* Mr* H. B. Rhell, Treasurer, and Mr. C. F. Peters, Comptroller, were asked to join the meeting* The following comparative figures for the month of October 1946 and October 1949 were submitted, but no normal stock adjustment is included in these figures: October 194* - Profit #16,655.26 10 months 1946 - Profit #342,671.65 October 1949 - Profit #47,367.06 10 months 1949 - Profit #73,114*73 Mr* Peters reported that the tonnage for October shows an increase of 173& over last year and the gallonage of mixed paints shows an increase of 119#* With respect to the nine month period ending October 31et the tonnage is off 12% and the gallonage is off 7$* He also reperted that we would have made #16,015*15 more during the month of October if our opening and closing inventories had been valued at the average for October* On motion duly made and seconded it was unanimously decided to accept the allocation of #1600.00 as suggested by Mr. Simon, Treasurer of the National Lead Company, as our contribution to the 1950 Community Chest, it being understood that this would include the name of the Titanium Pigment Corporation* It was reported that #1,325*00 had been approved as our 1950 metal advertising budget. An interim application has been sent to New York for the amount of #10,110.00 to cover the installation of a St. Regia packer and corollary hopper equipment for our 451 system. ML 000040798 Philadelphia, Pa. November 21. 1949 Page 2 The secretary presented to the meeting the attached valvar of notice and oonaent to aald seating, signed by all of the Directors of tha corporation. The Chairsan stated the parposea of the sooting as oatlined in said valvar and there was than presented and read to the seating the following Plan of Liquidation for this corporation. PLAN OF LIQUIDATION 07 JOHN T. LEWIS AND BROTHERS COMPANY MEMORANDUM OF AGREEMENT nade this.day of , in the year One thousand nine hundred and forty-nine, by and between JOHN T* LEWIS AND MOTHERS COMPANY, a corporation organised and existing under and by virtue of the laws of the State of Pennsylvania, party of the first part, and NATIONAL LEAD COMPANY, a corporation organised and existing under and by virtue of the laws of the Rtate of New Jersey, party of the second part, WITNESSSTS t WHEREAS, the party of the second part is the owner of stoek in the party of the first part possessing at least eighty per centum (SOE) of the total oonblned voting power of all classes of stoek entitled to vote and there are no other classes of stoek of or in the party of the first part; and WHEREAS, it is desired to distribute and transfer within the calendar and taxable year 1949 all of the property of the party of the first part in complete cancellation or redenption of all of its stock; HOW, THEREFORE, the parties hereto do hereby adopt the following Plan of Liquidation of the party of the first part and do hereby authorise the couplets liquidation of the party of the first part pursuant to and in aeeePdanee with said Plan, to wltt By the distribution to the party of the second part of all of the property of the party of the first part in couplets cancellation or redemption of all of the stock of the party of the first part and (after payment of all the known debts, liabilities and obligations of the party of the first part) the transfer to the party of the second part of all of the property of the party of the first part within the calendar and taxable year 1949, subject to any and all other debts, liabilities and obligations of the party of the first part, which shall be assumed and discharged by the party of the second part, including the obligations, if any, of the party of the first part to the holders of record of any shares of the stoek of the party of the first part issued and outstanding and registered on the books of the party of the first part otherwise than in the name of the party of the second part. And the party of the second part does hereby agree, upon receipt of said property, to surrender or cause to be surrendered to the party of the first part all of the stock of the party of the first part issued and outstanding in complete cancellation or redemption thereof. NL 000040799 Philadelphia, Pa* Bovamber 21, 1949 Page 3 IB ffITHSSa WBB&S07, the parties hereto have duly executed these presents the day end year first above written, by their respeetive officers thereunto duly authorised. ATTEST* JOBB T. LEWIS ABB BROTHERS COMPAIT Secretary ATTEST* President HATIOHAL LEAD COUPAST Asst. Secretary Vice President " thereupon, on aotien duly made, seconded and carried, it was duly and unanimously RESOLVES, that there be and there hereby is adopted the fore going Plan of Liquidation of this corporation and that there be and there hereby is authorised the complete liquidation of this corporation pursuant to and in accordance with said Plan, to wit, by the distribution to Bational Lead Company, a corporation organised and existing under and by virtue of the Laws of the 3tate of Bew Jersey, of all of the property of this corporation in complete cancellation or redemption of all of the stock of this corporation and (after payment of all the known debts, liabilities and obligations of this corporation) the transfer to said Bational Lead Company of all of the property of this corporation within the calendar and taxable tyear 1949* subject to any and all other debts, liabilities and '`obligations of this corporation, which shall be assumed and discharged by said Bational Lead uompany, including the obligations, if any, of this corporation to the holders of rsoord of any shares of the stock cf this corporation issued and outstanding and rsgistered on ths books of this eorporatioa othsrwise than in ths name of said Bational Load Company j and FURTHER RESOLVED, that the President or a Vice President of this corporation is hereby authorised for and in behalf of this corporation te make, execute and deliver the foregoing Plan cf Liquidation of this corporation and te cause ita corporate seal te be affixed thereto and attested by its Secretary or Assistant Secretary, and PURTRER RESOLVED, That a meeting cf the shareholders of the corporation be called for the 2Sth day of Bovenber 1949* at 3:45 o'clock in the afternoon, at the office of the corporation at 2607 East Cumber land Street, Philadelphia, Pennsylvania, to take action on the question ef liquidation of this corporation; and he hlBltpEIaRRaELEBBfethahdth*rietedtaoygAveAa*iatantn84icefcasyabtngnd that the purpose or one of the purposes of the meeting is to discuss ML 000040800 Philadelphia, Pa* Mevember 21* 1949 Page 4 the advisability ef liquidating the corporation* to each shareholder of record* whether or not entitled to vote* not less than five days prior to the date fixed for holding the meeting; and PVRTHBR R2S0LVED* That the officers of this corpox>ation be and they hereby are authorised* directed and empowered for and in behalf of this corporation to do and perform any and all such acts and things as la their judgment may be proper* expedient or necessary in and about the liquidation of this corporation and the distribution of all its property and the carrying out of the full Intent and purpose of the foregoing resolutions* including the execution and filing of all noeessary papers to withdraw this corporation from any and all states in whioh It is qualified to do business* There being no further busineee coming before the meeting* the same upon motion duly made* seconded and carried, was adjourned. 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