Document 9J325b97yj229KwbYMr5O0Dy3

FILE NAME Manville JMA DATE 1974 June 18 DOC JMA122 DOCUMENT DESCRIPTION Stockholders Meeting Minutes Coalinga Asbestos nd ad COALINGA ASBESTOS COMPANY Inc. Post Office Box 1043 Coalinga California 93210 TELEPHONE 935-0226 REGISTERED AIR MAIL MAIL June 18 1974 Manville Sales Corporation Greenwood Plaza Denver Colorado 80217 ; Attention Mr. F. May Jr. Vice President Gentlemen Enclosed for your information is a copy of the minutes of the Special Meeting of Stockholders of Coalinga Asbestos Company Inc. held in Houston Texas on May 30 1974 Since that cated that Company or Company or time Huxley Development Corporation has it has no interest in any acquisition of its assets No other potential buyer of its assets has made an offer in writing indithe the You have been furnished the audited financial statements of the Company and Management discussed with your representatives at the meeting on May 30 1974 as well as previously the financial condition and prospects of the Company and of its operations Management has been advised that under the circumstances , there is no appreciable likelihood that the Fresno County Air Pollution Control District Board would consider favor- ably any petition to extend the variance which expired on May 31 1974 Therefore operations of the Company at Coalinga are being closed down immediately Very truly yours c(t , " t- 7? or chcku st W. L. VanDerbeek President PRODUCED COALINGA ASBESTOS COMPANY INC MINUTES OF A SPECIAL MEETING OF STOCKHOLDERS May 30 1974 A Special Meeting of Stockholders of COALINGA ASBESTOS COMPANY INC was held at the Chamber of Commerce Building Room 1721 914 Main Street Houston Texas on Thursday the 30th day of May 1974 at 10:00 o'clock in the forenoon pursuant to a written notice thereof fixing said place date and time therefore and the purposes thereof dated and mailed May 20 1974 to the holders of all of the shares of the issued and outstanding capital stock of the Corporation The following shareholders were present Manville Sales Corporation represented at the meeting by its proxies Messrs R. E. Sampson and A. R. Dennis Tenneco West Inc. represented at the meeting by its proxy Mr. Robin M. Pate Estate of Herbert Hoover Jr. represented at the meeting by its proxy Mr. Robin M. Pate and Mr. Edward A. Peilemeier represented at the meet- ing by his Mr. R. proxy Mr. Robin M. Pate E. Sampson proxy for Manville Sales Corporation acted as Chairman of the meeting and presided thereat and Mr. A. R. Dennis proxy for Manville PRODUCED M Sales Corporation acted as Secretary of the meeting and kept the minutes thereof The Secretary presented a Notice of Special Meeting together with an affidavit that a copy of said notice had been mailed on May 20 1974 to each Stockholder of record at that date Upon motion duly made and seconded said affidavit was ordered filed with the minutes of the meeting The Secretary reported to the meeting that the holders of One Thousand 1,000 shares of the issued and outstanding capital stock of the Corporation were represented at the meeting by their proxies and in person He further stated that the proxies filed for the meetinhagd been examined by + ote him and found to be correct Thereupon on motion duly made and seconded the follow- ing resolution was unanimously adopted RESOLVED that the proxies of the holders of One Thousand Shares 1,000 shares of the issued and outstanding capital stock of the Corporation be placed in the minute book of the Corporation following the minutes of the meeting The Chairman then reviewed the history of the air pollution difficulties and the Coalinga operation has encountered PRODUCED specifically with reference to action taken by the Federal Environmental Protection Agency and the Preson County Air Pollution Control District Board The Chairman noted that on or about January 16 1974 the Fresno County Air Pollu- tion Control District Board granted the Corporation a variance to operate its facility at Coalinga until May 31 1974 at which time the Coalinga operation would be shut down permanently The Chairman then noted that on May 15 1974 the mine manager at the request of Management appeared before the Fresno County Air Pollution Control District Board to request an extension of the variance beyond the May 31 1974 termination date The Board by a unanimous vote refused to grant such an extension Therefore the variance previously granted terminated on May 31 1974 Since May 15 1974 Management has been actively investigating the possibility of legal or other steps in an effort to obtain an extension of the variance However it is not anticipated that any such steps would be successful and it must be contemplated that the Company's operations may be closed May 31 1974 The Chairman then advised the meeting that during the last nine months Management had actively been seeking to find a purchaser of all or substantially all of the assets of the Corporation In this connection Management had been in touch with likely potential purchasers including Vinnel Corporation GAF Corporation and Union Carbide Corporation PRODUCED M M M hal gat ote but none including the foregoing had indicated any definite interest in acquiring the Corporation or its assets flowever late in April 1974 Huxley Development Corporation through its President Mr. Adam Novak indicated a possible interest in acquiring a day option assets of the Corporation at to purchase the net Coalinga While an operating offer has not been received in writing from Huxley the terms dis- cussed included an initial payment of 25,000 for the day option which would be were to be exercised applied against the price if the option Upon exercise of the option Huxley down with further annual payments proposed to pay 250,000 of 100,000 each or 60 of the operating profit whichever L is greater until the The unpaid balance of aggregate amount paid reached the annual payments would not 1,100,000 be sub- ject to interest The Chairman then reminded the meeting that under the provisions of the Exploration and Development Agreement of May were entitled to 1 1960 the shareholders of the Corporation a first refusal of any such offer Ac- cordingly Management had not yet granted an option to Huxley The Chairman then reviewed the financial condition of in the audited financial statements the Corporation disclosed thereof which had been furnished to the stockholders then confirmed to the meeting the previous The Chairman the above matters oral advice to the shareholders regarding PRODUCED K Thereupon after discussion of the foregoing on motion duly made and seconded the following resolutions were unani- mously adopted RESOLVED that Management of the Corporation be and it hereby is authorized and directed to continue negotiations with Fresno County Air Pollution Control District Board and in the course thereof and in connection therewith to take such action as Management in the exercise of its discretion may deem in the best interests of the Corporation in connection with extension of the variance and [ closing the operations of the Corpora- RESOLVED tion and that Management of the Corporation be and it hereby is authorized and directed to continue discussions with Huxley Development Corporation and Mr. Adam Novak as well as with other potential purchasers of the Corporation or of all or part of its assets and in connection therewith to endeavor to obtain firm offers in writing at such price or prices and such terms and conditions PRODUCED 4 cae as Management in the exercise of its discretion may deem in the best in- terests of the Corporation Arbe 7 Arbe Arbe Arbe et Ne ArbeA.R. Dennis Secretary PRODUCED 133 133 133 EXHIBIT A e? t 1 To carry on the business of mining and quarrying asbeston magnesia limestone diatomaceous oarth and all other minerals of every kind and to acquire by purchasse lease or othervino and to hold operate or dispose of minos and quarries of every mort in the United States and in any foreign country which the Corporation shall deem necessary propor or expedient to be acquired operated or disposed of by it 3 To manufacture purchase or otherwise acquire hold use assign pledge mortgage sell exchange or otherwise dispose of import export and generally deal in and deal with either as principal or agent gooda wares and merchandise of every kind and description and granta options concessions franchises and contracta and all kinds of personal and real property or may latorent therein without limit as to amount 3 To manufacture process and well all classes of products in which asbestos magnesis limestone or diatomaceous earth are used and also to manufacture process and sell all such other classes of goods and merchandise as the Corporation shall find it necessary or desirable to manufacture process or soll 4 To contracfotr the construction alteration improvement removal and destruction of buildings of every kind and description and generally to carry on the business of roofing flooring and walling contractors and to perform all work appertaining thereto to construct lay alter improve roofs and renew floors and walls of every description repair 5 To purchase lease or otherwise acquire construct equip hold own maintain manage Improve develop operate use sell mortgage lease generally deal in and with or otherwise dispose of and turn to account any and and all kinds of property whether real personal or mixed and wheresoever situated including without limiting the generality of the foregoing plants factories warehouses stores shops and delivery stations garages furniture fixtures machinery parts supplies appliances and appurtenances that may be neces sary useful proper or expedient in connection with the fore- going or with any of the businesses or enterprises of the Cor- poration 6 To act as commercial or business agents or repre- sentatives general or special of any corporation domestic or foreign association firm syndicate body politic individual or other and as such to develop improve and extend the pro- perty trade business interests thereof and to aid any law- ful enterprises in connection therewith in any manner 7 To apply for obtain register purchase or otherwise names acquire any trademarks trade patents licenses conces- sions copyrights inventions improvements processes and the like or any secret or other information as to any invention formula recipe or process conferring upon the Corporation any exclusive or exclusive or limited or unlimited right to use the same and to use exercise introduce assign or otherwise dispose of develop or grant licenses in respect of or other- wise turn to account the property rightosr information so acquired 8 To purchase or otherwise acquire underwrite obtain an interest in subscribe for invest in hold for investment or otherwise pledge mortgage sell exchange or otherwise dispose of turn in securities of to account or realize every kind including upon and generally deal shares stocks bonds debentures notes scrip evidences of indebtedness certificates of indebtedness commercial paper mortgages voting trust certificates claims choses in action and other similar instru- ments and rights issued or created by corporations either public quasi public or private domestic or foreign associa- tions firms trustees syndicates individuals governments provinces colonies states districts territories municipali- ties or other political subdivisions in the United States of America or in any foreign country whatsoever or issued or created by others and also to issue in exchange therefore stocks bonds or other securities or evidences of indebtedness of the Corporation and to exercise in respect thereof any and all rights powers and privileges of est therein including the right individual ownership or to vote thereon for any interand all purposes or otherwise to act with respect thereto to re- ceive collect and dispose of the interest dividends and in- come therefrom and to do any and all acts and things for the preservation protection improvement and enhancement ROR :Te i value a & = ay 4 , CZ Bs of such securities or designed to accomplish any such purpose 9 To purchase acquire or otherwise become interested in any of such securities as aforesaid by original subscription underwriting participation or otherwise and irrespective of whether or not such securities be fully paid or subject to further payment and to make further payments thereon as called for or in advance of calls or otherwise and to underwrite or subscribe a view to for the same conditionally or otherwise either with investment or for resale or for any other lawful pur- pose 10 To promote finance aid or assist financially or otherwise otherwise in any manner whether by loan subsidy guaranty or those issuinogr having power to issue creating or responsible for any such securities or those in whose business affairs the Corporation shall have any interest and in connec- tion therewith to guarantee or become surety for of any undertaking or obligation or the payment the performance of principal or interest on obligations and dividends on stocks or any other payments whatsoever and by endorsement or otherwise to guaran- tee the payment of principal and interest on bonds debentures notes drafts and other securities or evidences of indebtedness 11 To inspect and report with respect to enter into establish promote conduct become a institute party to _ perform or participate in the conduct the reorganization or liquidation of all kinds of financial commercial mercantile -5- | a manufacturing industrial mining transportation or other busi- nons concerns firms corporations works contracts under- takings ventures or associations in the United States or in any territory thereof or in any foreign country and for any such purpose to take over the properties manage the affairs and conduct the business of such and in the course thereof to take over hold sell liquidate or dispose of any and all kinds of real estate plants equipment inventory merchandise mater- ials and other assets stock will rights franchises pa- tents trademarks and trade names and other properties and to consolidate reorganize or amalgamate with any other corporation having objects similar in whole or in part to those of the Corpo- ration 12 To pay for any property rights or interests acquired by the Corporation in cash or other property rights or interests held by the Corporation or by issuing or delivering in therefor or in payment thereof its own stocks bonds exchange deben- tures notes certificates of indebtedness or other obligations or any of them however evidenced and to purchase or otherwise acquire hold own sell pledge transfer or otherwise dispose of and to reissue any shares of its own capital stock 50 far as may be permitted by law and its bonds debentures notes or other securities or evidences of indebtedness 13 To borrow money without limit and upon any terms for any purpose of the Corporation or of any corporation association firm syndicate or individual having a business or property which the Corporation determines to finance promotoer become inter- -6- ested in and for moneys borrowed or in payment for property acquired to issue bonds debentures notes and other obliga- tions secured or unsecured and to make pledge or hypothe- cate any or all of its property or assets whether owned by it at the time or thereafter acquired as security therefor 14 To do any and all things herein set forth to the same extent and as fully as a natural person might or could do and in any part of the world and as principal agent contractor or otherwise and either alone or in conjunction with any other individuals firms associations corporations syndicates or bodies politic and to conduct its business in any and all of | its branches and maintain offices in any and all States of the United States of America and in any and all territories depen- dencies colonies or Columbia and in any possessions thereoifn the District and all foreign countries countries and places of and to acquire by purchase or otherwise hold possess and mortgage sell convey or otherwise dispose of real and personal property therein without limitation in all thereof to the extent that may be permissible under their laws 15 To have all the rights powers and privileges now or hereafter conferred by the laws of the State of Delaware upon corporations organized under the General Corporation Law of the State of Delaware or under any act amendatory thereof supplemental thereto or substituted therefor The foregoing clauses shall be construed as powers as well as objects and purposes It is the intention that except