Document 8dnOkZX832VzXXvbbj077eXB

A Quarterly Meeting of the Board of Directors of the Lead Products Company was held at tha office of the Comconi8. V*1 yo* 25 Broadway, New fork City, Tuesday, June 20th, 1922, at tJ0 oicioclc P. M. PRESENT: Messrs. B. B. Thayer, William Wraith and c* SperryABSENT: Messrs. Elmer A. Sperry, and C. F. Kelley. Mr. William Wraith, President of the Company, acted as airmen of the meeting. The Secretary then read tha minutes of the Annual Meet- jjg of Stockholders held on May 9th 1922, at 11 o'clock A. M., Rowing the election of the following Directors: Messrs. C. P. Kelley B. B. Thayer Elmer A. Sperry William Wraith Edward 0. Sperry On motion, it was unanimously RESOLVED: That the meeting proceed forthwith to the election of a President, a Vice President, a Secretary and a Treasurer. On motion, Mr. William Wraith was unanimously elected President of the Corporation. On motion, Mr. Elmer A. Sperry was unanimously elected Vice President of the Corporation. On motion, Mr. p. B. Hennassy was unanimously elected Secretary of the Corporation. On motion, Mr. D. B. Hennessy was unanimously elected Treasurer of the Corporation. p"rccoo 6ia4 N11465 The Chairman presented to the meeting the Balance get and Statement of Net Income of the Company as of May 31st,1?22. On motion, duly seconded and carried.it was RESOLVED: That the said Balance Sheet and Statement of jet Income he approved and 3ame is hereby ordered filed with the Secretary and made a permanent file of the Company in connection with this resolution. On motion, duly made, seconded and carried, it was RESOLVED: That the action of the President in author izing expenditures as follows, be and the same is hereby ratified, approved and confirmed: Research and Development $5,000.00 - Equipment required for Pulp Lead Disposal 1,296.15 On motion,duly made, seconded and carried, it was RESOLVED: That the action of the President in executing in the name and on behalf of the Company a Supplemental Agreement dated April 19th, 1922 with The Glidden Company of Cleveland, Ohio, be and the same is hereby ratified, approved and confirmed. This Supplemental Agreement made this 19th day of April, 1J22, by and between ANACONDA LEAD PRODUCTS COMPANY, a corporation incorporated under the laws of the State of Delaware, and having its principal offices at New York City, New York, party of the first part, hereinafter referred to and designated as "Anaconda", and t THE GLIDDEN COMPANY, a corporation incorporated under the laws of the state of Ohio, and having its principal offices at Cleve land, Ohio, party of the second part, and hereinafter referred bo and designated as "Glidden", WITNESSETH: p**coooo61e5 WHEREAS, the parties hereto entered into a certain conunder date of the twenty-third day of September, 1921, for gale by Anaconda to and the purchase by Glidden of dry white 4 (which contract is the contract hereinafter referred to), and parties hereto consider it to their mutual advantage to modify terms thereof as hereinafter set forth: HOW, THEREFORE, it is agreed: As provided in Paragraph 14 of the Contract, Anaconda Hereby notifies Glidden, and Glidden hereby accepts such notification jjjd consents that the Contract is hereby extended for an additional period of four (4) years from and after the Thirtieth day of Sep tember nineteen hundred and twenty-two (September JO, 1922.) 2. The statement at the beginning of Paragraph 9 of the Con- j tract that the normal production of Anaconda's plant is approximate- > Xy at the rate of Five thousand (3,000) tons per annum, is cancel- [ led, but otherwise Paragraph 9 remains unchanged, except with reapect to the quantities of white lead to be sold under the Contract, which are Increased in accordance with the following provisions of this agreement. 3. The minimum of nineteen hundred and ninety-two (1992) tons of Anaconda dry white lead per annum which Glidden agrees to purchase from Anaconda and which Anaconda agrees to sell to Gliaaen, ss provided in subparagraph (a) (being the first two paragraphs) Paragraph 7 of the Contract, is hereby increased to Three thousand six hundred (3,600) tons, and the monthly quota specified in the PNYC00C06186 Id prarapl1 of 0ne *1'anirei sixty-six (l66)tons to be taken Qllidea, and to be shipped by Anaconda, i3 correspondingly in- ,ed to three hundred (50) tons. The monthly minimum quantity dry white lead which Glidden agrees to take may in any one month reduced to not less than two hundred and fifty (2j?0) tons; pro- rjdsd the quantity which Glidden shall take each twelve (12) months jurist tbe Peri0<i beginning with the first (1st) day of April, nine teen hundred twenty-two ^1922) and ending the first (1st) day of Apidi nineteen hundred twenty-six (1926) shall in no event be less than thirty-six hundred (36OO) tons, and for the six (6) months* < '1 i v period from the fir3t (1st) day of April, nineteen hundred twenty- jix (1926) to the end of the term of the contract, September thirtieth (50th), nineteen hundred twenty-six (1926), the quantity which Glidden I sMll take shall be not less than eighteen hundred-(1800) tons; and provided further that Anaconda in no one month shall be obligated to deliver more than five hundred (500) tons. 4. The additional monthly quantity of one hundred sixty-six (166) tons which Glidden has the right t> purchase and Anaconda obli gates itself to furnish in accordance with subparagraph (b) of Para graph 7 of the Contract, is hereby changed to two hundred (200) tons per month, the other provisions of said subparagraph remaining un changed. Glidden agrees that in addition to its obligation to pur chase a minimum amount of dry white lead, as provided in Paragraph 3 hereof, it will purchase its entire requirements of such dry white lead from Anaconda, except in those cases where the specifications f Glidden*s customers may require a different brand, and according ly, the first sentence of subparagraph (c) of Paragraph 7 of the i ( PN^oooo6iar air*,et hereby amended to read as follows: "In addition to the obligation of Glidden to pur- a minimum amount of Anaconda dry white lead expressed c'fl*se subparagraph (a) of this Paragraph 7, (as modified by this i gapplemental agreement), Glidden agrees that to the extent of a e ability and willingness of Anaconda to furnish the same, Glidden will purchase and use such lead to the exclusion of any and all other brands of basic carbonate of lead in all plants owned or controlled or operated by Glidden which use basic car bonate of lead, and to tray from Anaconda the total requirements of said Glidden plants (and of plants owned or controlled or operatei by Glidden) of basic lead carbonate, except of the plants owned or controlled or operated by Glidden on the Pacif- if Coast, and except in those cases where the specifications of Glidden*8 customers require a different brand." tbe other provisions of said subparagraph (c) remaining unchanged, except as modified in this supplemental agreement. But it is expressly agreed that nothing in the Contract or in this supplemental agreement shall obligate Anaconda to deliver in any one month more than five hundred (500)tons of dry white lead (including therein the quantity specified in Paragraph 3 hereof;,ex cept to the extent of the willingness of Anaconda to furnish in ex cess of such five hundred (500) tons, as provided by subparagraph (c) of Paragraph 7 of the Contract, as modified by this supplemental agreement. 5. The portion of Paragraph 7 of the Contract reading as follows: PNYC00006188 W' "The freight charges from Anaconda's works to any destination to which Glidden may direct the shipment I of white lead shall be borne by Glidden, but Anaconda will allow the freight to Glidden on shipments to the Heath & Milligan plant or other of Glidden's plants in Chicago, Illinois." gereby cancelled,and the following is substituted for it: "Anaconda agrees to allow to Glidden the freight charges on shipments of dry white lead from Anaconda's plant at Bast Chicago, Indiana, to the Heath A Milligan or other of Glidden's plants in Chicago, Illinois, and also to Glidden's plants at Heading, Pennsylvania, Cleve land, Ohio, St. Paul, Minnesota, and at New Orleans, Louisiana; but to any plant of Glidden which is located at any other point than Chicago, Cleveland, St. Paul, New Or leans or Reading, Anaconaa will allow actual freight, pro vided that if the actual freight (to any other point than Chicago, New Orleans, Cleveland, St. Paul or Beading) shall be in excess of five dollars ($5*00) per net ton, Anaconda shall allow Glidden up to but not in excess of Five dollars ($5.00) per net ton, and the excess of such freight above Five dollars ($5.00) per net ton shall be borne and paid by Glidden; the freight to be computed on actual weight of dry tiiite lead, including therein the barrel or container. All freight charges shall, in the first instance, by j?aid by Glidden." 6. (a) The portion of Paragraph 7 of the Contract (at the top f page nine) reading as follows: PNYC00006189 1 "It is expected however that Anaconda may desire to make shipment upon such orders from points other than 3ast Chicago, and it is agreed that upon any order for white lead given by Glidden, Anaconda may, in its discretion, make ship ment of the lead ordered either in whole or in part from Bast Chicafco or any other point or points at 'j&.ic'n Anaconda shall at the time have a stock of its white lead unsold and avail able for shipment. It is further agreed that Anaconda must ship upon such orders the amount thereof to the extent that it may have un sold stocks of white lead wherever situated, and that any failure to ship will not be excused merely because it has not ? ' a sufficient available supply of lead at Bast Chicago." ib hereby canceled, and the following is substituted for it: "If Glidden requests a shipment from one of Anaconda's local stocks maintained at a point other than Bast Chicago (which said request by Glidden Anaconda may acoord or refuse, at the latter's option), then the total freight on such ship- ; ment from Ea3t Chicago to said stock point and from the stock point to destination shall be settled for as follows: Ana- j conda shall allow to Glidden an amount equal to the amount which under Paragraph 7 of the Contract, as amended by Para- j ,j graph 5 of this Supplemental Agreement, would have been al- j lowed by Anaconda to Glidden for freight had the shipment 8 been made direct from Bast Chicago to the point of destina- I tion, and Glidden shall bear the remainder of the total freight j on the shipment from $ast Chicago to the stock point and from j the stock point to destination." (b) All of Paragraph 8 of the Contract is hereby can- [ PN*C00006I90 1 celed, except the portion thereof reading as follows: ''Adjustment and payment of balance owing to either party by the other on account of freight under the foregoing provisions shall be made monthly at the time and place fixed for the monthly payment fox lead to be made by Olidden insofar as the same can at that time be ascertained." 7 Anaconda agrees that if Glidden pays for its shipments of 8ch month upon the twentieth (20th) day of the succeeding month, as Glidden agrees to do in Paragraph 12 of the Contract (at the bottom of page fifteen), then Anaconda will allow Glidden the cash discount asual to the white lead trade, but in any event not in excess of To per cent. (2%). 8. By reason of the fact that mixing Anaconda pulp lead in a centrifugal pulping machine is an experiment, Anaconda agrees to pay for the installation of the necessary equipment to a maximum amount of Three thousand Collars ($3,000) in the Heath A Milligan plant of Glidden at Chicago, said equipment to remain the property of Anaconda, j with the understanding that at any time on or before April 5, 192J Glidden shall have the option of purchasing the said equipment from Anaconda at the cost thereof to Anaconda, including cost of installa tion, and if Glidden shall not exercise such option Anaconda shall af ter April 3, 1923 have the right to remove the machine at any time at its discretion. Glidden shall be responsible for the care and opera tion of said machine arid shall indemnify and hold Anaconda free and termless from any and all liability for personal injury or other dam age caused by such operation. 9. Glidden shall have the right at its option to taie from c0rida pulp lead under the Contract in lieu of dry lead, providedps*' Glidden give written notice to Anaconda on or before the 15th :> 0f the month preceding the month in which it requires delivery ,aip lead, specifying the quantity of pulp lead to be delivered and month of delivery. All the termB and provisions of the Contract J> giieh appiy t0 dry lead 3ha11 apply to pulp lead except as herein pro- Price pulp lead shall be the same as that provided with ^gpect to dry lead but shall be computed on the dry content of the ...lp lead, but if Clidden shall exercise its option under the preced- ^ paragraph 8 to purchase the pulping-machine equipment installed in lts Heath & Milligan plant by Anaconda, then after Glidden shall have p,id for the said equipment. Anaconda will allow Glidden a deduction your dollars ($4.00) per net ton on all pulp lead theretofore and thereafter ta&en by Glidden, this deduction to apply only to the dry content of Buch pulp lead. Anaconda agrees to provide the containers la which pulp lead shall be shipped, and Glidden agrees to return them to Anaconda in substantially the same condition as when received. Ana conda will pay the freight from East Chicago to Glidden*s plants in Chicago on pulp 'lead, and also the return freight from the said Chicago plants to Bast,Chicago on the empty containers. But if Glidden request shipment of pulp lead to places other than Chicago, then Glidden shall pay the return freight to East Chicago on empty containers and shall also pay all the freight from East Chicago to destination on the *ter content of the pulp lead, and with respect to the dry content the provisions of Paragraph 7 of the Contract as herein amended (by Paragraphs 5 and 6 hereof) shall apply. Por the purpose of com puting quantities under the Contract or this supplementary contract. Pulp lead shall be taken at its dry weight. PNYC00006192 1 10 glidden will at all timea afford the representatives of g8 to it3 plants for the purpose of observing and study- t? apparatus and methods of grinding Anaconda white lead. *^9 11. This supplemental agreement 3hall become effective as of t 1922, and apply to all shipments which, in accordance jl * ' provisions of the Contract, are invoiced as of the month pril. 1922, and thereafter. With respect to shipments which accordance with the provisions of the Contract, are invoiced as month of March, 1922, and prior months, the provisions of ^ Contract as originally executed shall govern. Except as hereu apeciflcally modified, the terms and provisions of the Contract remain in full force and effect. HI WITNESS WHEKBOP, the parties hereto have caused this igreeoent to be executed in their corporate names by their respec tive Presidents or Vice-Presidents and their corporate seals to be iereto affixed attested by their respective Secretaries or Assistant Secretaries as of the day and year first above written. (3EA2i) Attest: D. B. HEHlfeSSY Secretary Attest: GUY W. BOUSE__________ Asst. Secretary ANACONDA UUP PRODUCTS COMPANY, By_ WM. WRAITH President THE GLIDDEN COMPANY By ADRIAN D. JOYCE. President. PNTC00006I93 There being no further business before the Board, on 0tin duly made and seconded, the meeting adjourned. o--rQ_, Secretary. PMC0000619'*