Document 8RJgpE0QY4oLz1B1ZGk5gnYyy

A-14572 DEPARTMENT OF STOCK LIST NEW YORK STOCK EXCHANGE NATIONAL LEAD COMPANY COMMON STOCK $5 Pa b Va l u e New York, New York, February 6,1953. National Lead Company, a corporation organized under tbe laws of the State of New Jersey (herein after called the "Company"), hereby makes application for the listing on the New York Stock Exchange of: 1,227,788 additional shares of Common Stock, $5 par value, upon official notice of issuance in connection with the acquisition of the assets of Doehler-Jarvis Corporation as hereinafter more fully set forth, making a total of 11,386,163 shares of said Common Stock heretofore listed and for which application is hereby made. Reference is made to previous applications of the Company, the most recent of which was A-13970 dated October 16, 1951, and to the Proxy Statement of Doehler-Jarvis Corporation dated January 2, 1953 attached hereto as an exhibit. AUTHORITY FOE AND PURPOSE OF ISSUANCE On November 25, 1952 the Board of Directors of the Company authorized the acquisition of all of the assets, property, business and good will of Doehler-Jarvis Corporation, a corporation organized under the laws of the State of Michigan (hereinafter called Doehler), in exchange for shares of the Common Stock of the Company and the assumption by the Company of all of the liabilities of Doehler. Thereafter the Company and Doehler entered into an Agreement and Plan of Reorganization dated January 2, 1953, providing for such acquisition by the Company and the issuance of shares of Common Stock of the Company in exchange therefor at the rate of 1.15 shares of Common Stock of the Company for each share of Common Stock of Doehler the holder of which shall not have voted against the sale of Doehler's assets and demanded payment of the fair cash value of his stock as provided by the Michigan General Corporation Act; the Agreement being subject among other things to the requisite consents of the shareholders of Doehler as provided in the Michigan General Corporation Act. At a special meeting of the shareholders of Doehler held on February 6, 1953 the holders of more than a majority of the outstanding shares of Common Stock of Doehler voted to authorize the sale of Doehler's assets to the Company and the holders of more than three-fourths of such outstanding shares of Doehler voted to authorize the dissolution of Doehler pursuant to the terms and provisions of the Agreement. Attached hereto as an Exhibit and made a part of this application is the Notice of Special Meeting of Shareholders of Doehler and Proxy Statement dated January 2, 1953, issued by Doehler in connection with the special meeting of its shareholders, in which reference is made to provisions of the Agreement and a description of the business of Doehler and which contains financial statements of both the Company and Doehler. The Company and Doehler both operate in the metal field and are experienced in the production of non-ferrous metal products. It is contemplated that officers and employees of Doehler will continue in the employment of the Doehler-Jarvis division of the Company and it is the custom of the Company to have the heads of its major divisions serve as directors and vice-presidents of the Company so that in the normal course of events it is contemplated that Mr. Koegler, President of Doehler, will become a vice-president and director of the Company. Upon liquidation of Doehler the equity interests of Doehler will become equity interests of the Company. The asset; liability and surplus accounts of Doehler will be entered on the books of the Company at the same amounts at which they shall be carried on the books of Doehler as at the date of closing. The aggregate par value of the shares of Common Stock of the Company which shall be issued in accordance with the provisions of the Agreement will be credited to the Common Capital Stock account of the Company. The exeess of the sum of (1) the above-described aggregate par value and (2) the earned surplus and capital surplus accounts of Doehler over the net assets of Doehler (its assets less its liabilities assumed by the Company) acquired by the Company will be charged first to the capital surplus and any remaining amount of such excess will be charged to the earned surplus of Doehler entered on the books of the Company. NL 000040634 A-14572 KATTOKAJj LEAD OOKPAST-------Page 3 Of the shares for which application, for listing is hereby made the Company, as a shareholder of Doehler, will acquire 77,711 shares of its (the Company's) Common Capital Stock and scrip for 25/100 of a share. These treasury shares will be recorded by the Company at the same amount as the cost of the Company's present investment in shares of Doehler. OPINION OP COUNSEL Messrs. Alexander & Green, 120 Broadway, New York 5, New York, General Counsel for the Company, hare filed with the New York Stock Exchange an opinion to the effect that the shares for the listing of which this application is made have been duly and validly authorized and when issued for the purposes aforesaid will be validly issued and outstanding, full-paid and nonassessable, and that no personal liability will attach to the holders thereof under the laws of the States of New Jersey or New York. STATUS UNDER FEDERAL ACTS Under the provisions of Rule X-12A-5 of the Securities & Exchange Commission such additional shares of Common Stock will be temporarily exempted from registration under the Securities Exchange Act of 1934 to the extent necessary to render lawful the effecting of transactions thereunder on the New York Stock Exchange. An application on Form 8-A for registration of such additional shares of Common Stock, on notiee of issuance, on the New York Stock Exchange, under the Securities Exchange Act of 1934, has been filed with said Stock Exchange and with the Securities and Exchange Commission. Such shares have not been registered under the Securities Act of 1933, as amended, and will not be so registered for th* reason that under Eule 133 of the General Rules and Regulations of the Securities and Exchange Com' mission the delivery of sueh shares by the Company to Doehler and the subsequent distribution of such shares by Doehler in liquidation to its stockholders will not involve a sale for the purposes of Section 5 of said Act. BUSINESS Developments in the business of the Company and its subsidiary companies since October 16, 1951, the date of the Company's last previous application for listing, are summarized herein: Production of titanium metal has been further developed through the operation of the first fully integrated commercial plant for this purpose in the world. This plant is expected shortly to reach an output of ten tons a day. The plant is operated by Titanium Metals Corporation of America, which corporation is jointly owned by National Lead Company and Allegheny Ludlum Steel Corporation. Construction of a treatment plant to recover cobalt metal from ores mined by the Company has been begun at Fredericktown, Missouri. Funds for construction will be provided by the United States Govern ment and the entire output of the plant will be sold to the Government during the term of the contract. The Company has acquired an additional interest in Nickel Processing Corporation, which corporation, now a majority owned subsidiary, is operating the Nicaro, Cuba, mine and reduction plant for the production of nickel, under contract with the General Services Administration of the United States Government. A substantial expansion of titanium pigment production capacity has been completed, and the resulting increases in available tonnage have served to satisfy the rise in demand for this product. PROPERTY DESCRIPTION The Proxy statement attached hereto contains a schedule (pages 6 and 7) of principal properties owned and/or operated by National Lead Company and its subsidiary companies to which reference is hereby made. AFFILIATED COMPANIES Following is a detailed schedule of subsidiary, controlled or affiliated companies, the amounts of capital stocks outstanding and the percentages owned by parent companies. Under the latter caption is shown the percentages of ownership of National Lead Company or the immediately designated parent, as applicable. Amount of Capital Stock Outstanding (Shares) Percentage Owned by Immediate Parent National Lead Company of Massachusetts. Magnus Metal Corporation..... .................... National Lead Company of Ohio.................. Titanium Pigment Corporation.................... Titanium Pigment Export Corporation...... Evans Lead Corporation................................ American Bearing Corporation.................... Magnus Brass Mfg. Company........................ Sayre & Fisher Land Company.................... Hoyt Metal Company (Dormant)................ 2.000(A) 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,320 2,500 100 100 100 100 100 100 100 100 100 100 * Companies included in consolidated financial statements. No t e s : (A) Excluding 6,000 shares of capital stock held in treasury. NL 000040635 NATIONAL LEAD COMPANY------ Page S A-I4572 Amount of Capital Stock Outstanding (Shares) Percentage Owned by Immediate Parent United Lead Company......................................................... Metallurgical & Chemical Corporation (Dormant)........ The Chas. Taylor Sons Company....................................... National Lead Company of Hawaii, Ltd.......................... Cobalt Nickel Reduction Company................................... Baroid Sales Export Corporation ................................... Zirconium Metals Corporation of America........................ Baroid of Canada, Ltd........................................................ Canada Metal Company, Ltd.......................................... Great Western Smelting Co., Ltd.................................. Hewitt Metals Corp., Ltd............................................... Atlas Smelting & Refining Co., Ltd.............................. Hoyt Metal Company of Canada, Ltd.......................... Lakeshore Die Casting, Limited..................................... Canadian Titanium Pigments Limited, "A" shares....... Canadian Titanium Pigments Limited, "B" shares........ Hoyt Metal Company of Great Britain, Ltd.................. Heavy Duty Bearings, Ltd............................................. Soeiete Francaise du Metal Antifriction Hoyt............ National Lead Company, S.A........................................... Cia Minera y Metalurgica Sud Americana, S.A........ Titanium Alloy Manufacturing Co. Pty. Limited.......... Titan Company, Inc............................................................. Titangesellschaft m.b.H.................................................... Soeiete Industrielle du Titane....................................... Titaan N. V....................................................................... Titan Company A/S, preferred A................................... Titan Company A/S, preferred B................................... Titan Company A/S, common......................................... Soeiete Beige du Titane................................................... A/S Titania, common............................................ ........ Jossingfjord Mfg. Co. A/S......................................... Cia Explotadora de Minerales de Mexico, S.A........... Cia Minera y Refinadora Mexican*, S.A., preferred----- Cia Minera y Refinadora Mexicans, S.A., common........ Compania Minera de Oaxaca, S.A............................... Nickel Processing Corporation......................................... Nickel Processing Corporation of New York................ Morris P. Kirk & Son, Inc................................................. Master Metals, Incorporated, preferred A....................... Master Metals, Incorporated, preferred B....................... Master Metals, Incorporated, common............................. Minnesota Linseed Oil Company....................................... Baker Castor Oil Company, preferred............................. Baker Castor Oil Company, common............................... Baker Castor Oil Company of California.................... Pierce Oil Products Corporation................................... Baker Castor Bean Corporation (Illinois)................. Baker Castor Bean Corporaton (Oklahoma)........ :.... Companhia Mamona Brasileira, S.A.............................. 150,000 1,000 15,100 (B) 3,000 5 500 10 500 20,000 142 750 32,503 10 400 1,000 3,900 12,000 100 2,500 100,000 10,000 9,502 13,000 100,000 4,000 25,000 10,000 35,000 3,000 3,000 536 3,000 3,400 300 5,000 3,000 1,000 25,000 1,250 500 2,000 60,000 20,000 30,000 1,833 350 100 100 500 100 100 100 100 100 100 100 100 100 100 100 100 100 60 100 100 100 100 100 100 100 100 100 100 58(C) 90(D) 100 100 99 100 100 100 100 100 100 60(E) 60 100 60 100 None 60 51 55 50 100 100 100 100 100 1 * Companies included in consolidated statements. No t es --(Continued): (B) Excluding 2,000 shares of capital stock held in treasury. (O) la addition, a 22 per cent interest in this company is owned by Titan Company A/S. (D) The remaining 10 per cent interest is owned by Titan Company A/S 5 per cent, and Soeiete Beige du Titane 5 per cent. (E) The remaining 40 per cent interest is owned by National Lead Company. In addition to the foregoing: 1. The Company owns 50 per cent of the outstanding stock of Mine La Motto Corporation. Another single interest owns the remaining 50 per cent and operates tie company. 2. The Company owns 50 per cent of the outstanding stock of Titanium Metals Corporation of America. Another single interest owns the remaining 50 per cent. 3. Canada Metal Company, Ltd. owns 50 per cent of the outstanding stock of Carter White Lead Company of Canada, Ltd. Another single interest owns the remaining 50 per cent and operates the company. As of December 22,1952 there was no corporation, individual or other entity which owned, of record, 10 per cent or more of any class of voting stock of the Company. NL 000040636 A-1 -4572 NATIONAL LEAD COMPANY------ Pgo MANAGEMENT The names and addresses of all directors and officers of the Company are shown in the following tabulation: Name Business Address Office Joseph A. Martino 111 Broadway, New York, N. Y. President-Director William V. Burley Ill Broadway, New York, N.Y. Viee President-Director Alfred H. Drewes Ill Broadway, New York, N. Y. Vice President-Director David A. Merson Ill Broadway, New York, N. Y. Vice President-Director George L. Ratcliffs 2404 Danville St., Houston, Texas Vice President-Director Joseph H. Reid 111 Broadway, New York, N. Y. Vice President-Director Herman T. Warshow Ill Broadway, New York, N.Y. Vice President-Director Harry C. Wildner Ill Broadway, New York, N.Y. Viee President-Director Leonard T. Beale Widener Building, Philadelphia, Pa. Director Winthrop Sargent, Jr. James A. Taylor William J. Welch John B. Henrich Joseph J. Morsman, Jr. Ill Broadway, New York, N. Y. Toronto, Ontario, Canada 111 Broadway, New York, N. Y. Ill Broadway, New York, N. Y. Ill Broadway, New York, N. Y. Director Director Director Secretary Treasurer George A. Dewey Ill Broadway, New York, N. Y. Comptroller Alfred H. Drewes was elected a Company vice-president in October of 1951. Mr. Drewes, who joined the Company in 1935, was elected a member of the Board of Directors and of the Executive Committee in October, 1950 and had served as assistant to the president since 1947. George L. Eatclifie was elected a vice-president in January, 1952. Mr. Katcliffe, whose affiliation with National Lead Company began in 1929, is general manager of the Baroid Sales Division and has been a member of the Board of Directors since 1948. William J. Welch was elected a director in November, 1951. Mr. Welch joined the Company in 1916 and has served in various metal sales capacities. He is now manager of the Company's metal department and chairman of the metal sales committee. Joseph J. Morsman, Jr. was named treasurer of the Company in November, 1951. His association with National Lead Company began in 1935 and he had previously served as assistant treasurer and assistant comptroller. In November of 1951 George A. Dewey was elected comptroller of the Company, having been assistant comptroller since 1946. Mr. Dewey has been a member of the Company's accounting and auditing staffs since 1924. The other officers listed above were officers of the Company on October 16, 1951, the date of the last previous application. In accordance with the By-Laws, as amended October 16, 1951, directors are classified in respect to the time for which they shall severally hold office into three classes, one class originally elected for a term of one year, another class originally elected for a term of two years, and another class originally elected for a term of three years; each class to hold office until its successors are elected. At each annual meeting the successors of the class of directors whose term expires in that year are elected to hold office for the term of three years. Nl 000040637 NATIONAL LEAD COMPANY------ P* 5 A-1 457 2 Except as to Mr. Leonard T. Beale, and Mr. Winthrop Sargent, Jr., all of the offieers and directors named above devote all of their time to the affairs of the Company. Mr. Beale was formerly an active officer of a subsidiary company and is now Chairman of the Board of Pennsylvania Salt Manufacturing Company. Mr. Sargent was active in the management of the Company up to the time of his retirement. EMPLOYEES-LABOB RELATIONS Approximately 14,000 people are employed by the Company and its domestic subsidiaries. A large portion of the production and maintenance employees is affiliated with 21 separate unions and the Company has 79 individual contracts with locals of these unions. These contracts expire on various dates during the year 1953. Current employee relations are considered normal. Work stoppages on the average during the past three years have not been serious. Pending negotiations or notices of proposed union actions come within the scope of normal revision and renewal of contracts. STOCKHOLDER RELATIONS An annual report, with audited financial statements and other information of interest, is mailed to stockholders after the close of each year, in advance of the annual stockholders' meeting. In addition, financial statements as of June 30, and quarterly reports of sales and earnings are printed and mailed to_ stockholders, usually with comments of the President of the Company outlining facts of importance.' The Company also furnishes to stockholders a resume of the proceedings of the annual meeting of stockholders. Information with respect to dividends is released for publication immediately after action by the Board of Directors. Proxies are solicited by the management and are mailed to stockholders with the Company's annual report. Inquiries from stockholders are referred to the office of the President and replies emanate from that office. No outside public relations counsel is retained to handle such matters. New stockholders are welcomed by letter from the President enclosing a brochure describing the activities of the Company. DIVIDEND RECORD The following table shows the aggregate amount of cash dividends paid since October 16, 1951, the date of the last previous listing application, A-13970: Preferred Olaea A Preferred. Claes B Common Period October 16 to Deeember 31, 1951......................... Aggregate Amount of Dividends $ 410,013 Amount per Share $1.75 Aggregate Amount of .Dividends Amount per Share $135,277 $1.50 Aggregate Amount of Dividends $ 7,618,781 Amount per Share $ .75 Year ended December 31,1952 1,640,051 7.00 541,110 6.00 14,729,644 1.45 January 1 to February 6,1953 135,277 1.50 CHANGES IN CAPITALIZATION The only changes in the authorized stock capitalization and in the amounts of stoek outstanding since October 16, 1951, the date of the last previous listing application, A-13970, have been the reduction in par value and the split-up of the Common Stock of the Company which changes were the subject of the last previous listing application, A-13970. OPTIONS, WARRANTS, CONVERSION RIGHTS There are no options, warrants, conversion rights or other commitments outstanding with respect to which the Company will be required to issue any of its capital stock other than the issuance of Common Stock in accordance with the terms of the Agreement which is the subject of this application. FUNDED DEBT The Company and its subsidiary companies have no funded debt. Bonds of a Canadian subsidiary, which were outstanding at the date of the last previous listing application, A-13970 (all owned by the Company), have been redeemed at face amount, $100,000 (Canadian). NL 000040638 A-14S72 NATIONAL LEAD COMPANY------ Pe STOCK PROVISIONS The rights and privileges of the holders of all classes of capital stock are described in the application of the Company, A-10530, dated April 16, 1936, together with amendment to the Certificate of Incorpora tion as described in the application of the Company, A-13970, dated October 16,1951, to which applications reference is hereby made. LITIGATION There is no pending litigation of a material nature in which the Company or any of its subsidiary or controlled companies is involved which, in the opinion of the Company, may affect its income from, title to or possession of any of its properties, except that there is pending against the Company in the United States District Court for the Northern District of California, a treble damage antitrust action brought by certain individuals doing business as Dutch Paint Co. and Manning-Mitchell Paint Co. In addition to money damages, the complaint seeks a judgment requiring the Company to divest itself of a paint plant now owned by the Company in California. The Company's position is that no divestiture can be directed in a treble damage case such as this. The action has not yet come to trial. BUSINESS, FINANCIAL AND ACCOUNTING POLICIES ^ Au d it Pr o c e d u r e : The consolidated financial statements of National Lead Company and its wholly owned domestic sub sidiaries for the years 1942 to 1951, inclusive, have been examined by Lybrand, Ross Bros. & Montgomery, Certified Public Accountants. The stockholders at the annual meeting on April 17, 1952 approved the resolution of the Board of Directors apponting Lybrand, Ross Bros. & Montgomery auditors for the year ended December 31,1952. There are no restrictions of any kind placed upon their examination. The financial statements, accompanied by the auditors' certificate which is addressed to the stock holders, are mailed to each stockholder as part of the Company's Annual Report to Stockholders. Representatives of the independent certified public accountants attend the annual meeting of stock holders to answer any questions relating to their examination. The chief accounting officer of the Company is Mr. George A. Dewey, Comptroller. The Comptroller is appointed by and reports periodically to the Board of Directors. Le a s e s : Leases are not an important factor in the Company's operations. De p r e c ia t io n , De p l e t io n a n d Amo r t iz a t io n : Provisions for depreciation, depletion and amortization of plant, property and equipment are charged to income on the following bases: Manufacturing facilities (except as set forth in the following paragraph) on the straight-line method at the following rates: Buildings, from 2% per cent to 5 per cent per annum. Machinery and equipment, from 4 per cent to 10 per cent per annum. The diminishing balance method of computing depreciation, adopted in 1949, on manufacturing facilities of the Company's Titanium Division has been applied to facilities acquired prior to December 31, 1948 and subsequent normal acquisitions. The Company has adopted the straight-line method of com puting depreciation with respect to the costs of manufacturing facilities put into operation in 1952 in connection with a material expansion program of the Titanium Division. Mining facilities, including land, buildings, machinery and equipment, at rates per ton of material produced, or on the straight-line method at varying rates, based on the shorter of estimated physical or economic life of the property. Furniture and fixtures, at 10 per cent per annum. Autos and trucks, at 40 per cent for the first year of service and 20 per cent for each of the next three years of service. Patents, licenses, etc. over their respective lives. Trade-marks and good-will--none. Some properties whose value is considered to be contingent upon such factors as patents, licenses, leaseholds, etc., are amortized over the lives of such factors. NL 000040639 NATIONAL LEAD COMPANY------ Puce 7 A-U572 Co mmit me n t s : It is not the policy of the Company to make future commodity commitments to an extent which may materially affect its financial postion. During the preceding fourteen years the Company has found it necessary only once (in 1949) to expand working capital through short-term loans. Va l u a t io n o p In v e n t o r ie s : Me t h o d o f Co mp u t in g ! Co s t o p Go o d s So l d : The policy of the Company is described in Note 2 of the Notes to Consolidated Financial Statements included in the Exhibit to this application. Ma r k e t a b l e Se c u r it ie s : Profit or loss on sales of marketable securities is computed on a "first-in, first-out" basis. Co n s o l id a t io n : The principle followed in the preparation of consolidated financial statements is to include therein all wholly owned domestic subsidiaries of National Lead Company operating in the United States. The companies included in the consolidated financial statements employ the same principles of accounting. 1 FINANCIAL STATEMENTS The following reports and financial statements are included (pages 17 to 46) in the Proxy Statement of Doehler-Jarvis Corporation which is attached hereto as an Exhibit: National Lead Company: Report of Lybrand, Ross Bros. & Montgomery Consolidated balance sheets Consolidated statements of income Consolidated statements of earned surplus unappropriated Consolidated statements of capital surplus Notes to consolidated financial statements Supplementary profit and loss information Unconsolidated subsidiaries of National Lead Company: Combined balance sheet Combined statements of income Combined statements of earned surplus Notes to combined financial statements Supplementary profit and loss information Doehler-Jarvis Corporation: Balance sheets Statements of operations and earned surplus Supplementary profit and loss information Notes to financial statements Report of Arthur Young & Company The following report of Mr. G. A. Dewey, Comptroller of National Lead Company is included as part of this application: COMPTROLLER'S REPORT The consolidated financial statements of National Lead Company and its wholly owned domestic sub sidiaries as of June 30,1952 and for the six months then ended (included in the Doehler-Jarvis Corporation Proxy Statement) have been prepared from the books of account and records of the companies and, in my opinion, present fairly the consolidated financial position of the companies at June 30, 1952 and the con solidated results of their operations for the six months then ended. G. A. De w e t Comptroller. LISTING AGREEMENTS The listing agreements set forth in the application of the Company, A-13110, dated November 30, 1948, are hereby incorporated by reference. NL 000040640 A-14572 NATIONAL. LEAD COMPANY------ Pgo 8 GENERAL INFORMATION The fiscal year of the Company is the calendar year. The principal business address of the Company is 111 Broadway, New York, N. Y. The statutory address of the Company is Sayreville, Middlesex County, New Jersey. The annual meeting of stockholders is held on the third Thursday in April of each year at the statutory office of the Company at Sayreville, New Jersey, or at such other place in the same municipality in which its statutory office may be loeated as may from time to time be designated by its Board of Directors. Under the Company's By-Laws, a majority in interest of the holders of full-paid stock, present in person or by proxy, shall constitute a quorum at any meeting of stockholders. Names, addresses and titles of all officers and directors are included under the heading "Management". Stock transfer agents: The Chase National Bank of the City of New York, 11 Broad Street, New York, N. Y. National Trust Company, Limited, 14 King Street East, Toronto, Canada. Registrars of Stock: Bankers Trust Company, 14 Wall Street, New York, N. Y. The Royal Trust Company, 66 King Street West, Toronto, Canada. NATIONAL LEAD COMPANY By H. T. Wa b s h o w Vice President The New York Stock Exchange hereby authorizes the listing of the above-mentioned 1,227,788 addi tional shares of Common Stock of National Lead Company upon official notice of issuance in connection with the acquisition of the assets of Doehler-Jarvis Corporation as set forth herein, making a total of 11,386,163 shares of said Common Stock authorized for listing. Ph il l ip L. We s t , Director Department of Stock List G. Ke it h Ft j n s t o n , President New York Stock Exchange EXHIBIT Attached to and made a part of this application, as an Exhibit, is the Doehler-Jarvis Corporation, Notice of Special Meeting of Shareholders to Be Held February 6, 1953 and Proxy Statement, dated January 2, 1953. This Exhibit constitutes an essential part of the application.. The statements of fact, financial state ments and other data in reference to the National Lead Company contained therein are made on the authority of the Company in the same manner as those in the body of the application. NL 000040641