Document GKNM0O6JzLBgG1Oyn38Qkdd14

2lA7t SOB SM JODI UBETIUG 0? DIH2CT0HS 0? TEE SE2BWH5-WIILIAUS COMPACT. .A meeting of the Directors of this Company was held at #601 Canal Hoad, Cleveland, Ohio, at 10:30 A. 1*'., Friday, July 26th, 1929, the following feeing -oresent: C. 0. Hull H. J. Sain C. ? Jarden Oeo. A. Martin 7 3. M. Bichardson I*. H. Schroedcr H. D. Whittleeey. Absent: . S. Cottingham Harris Creech C. S. Baton Z. 2. Martin 2. U. Williams L. W. Wolcott. Hr. 0. A. Martin acted as Chairman of the meeting and Ur. E. J. Douglas. Secretary* The minutes of the Directors1 nesting of Hay 20th were read and fey sustained notion approved. .I An estimated balance sheet as of June 30th, 1929, and an estimated statement of earnings for the ten aontha ending June 30th, 1929, were sub mitted to the Directors. Hr. Martin consented on the various items appear ing on these statements and on other matters pertaining to the operation of the business. The proposed addition of equipment at the Oil Hill to cost approx imately $50,000.00, was approved on motion made fey Hr. 3. IU Bichardson, seconded fey Hr. E. D. Whittlesey, and unanimously adopted. . The proposed Lithopone Plant to fee erected at Coffeyvllle, with capacity ot 7500 tone and to cost about $425,000*00, was approved on motion made fey Ur. 3. M. Bichardson, seconded fey Hr. H. D. Whittlesey, end unan imously adopted* On motion made by Ur. E. 3. Whittlesey, seconded fey Ur. C. P. Jarden, the following resolutions were unanimously adopted: B3S0LVED: That a regular dividend of Seventy-Pive Cents (?5<) per share ($25.00 par value) and an extra dividend of Twenty-Five Cents (25rf) per share, naldng s total of One Dollar ($1.00), be and the seme is hereby declared out of the surplus -iroftts of the Company on the issued and i i 0007-SWP-000005268 U2ZTIKS C? DIRECTORS OP THE SHSRTOi-lTCLLIAlIS COUPASY.' 2IA7I100 $2* J002 outstanding Connon Capital Stock of the Company, nryable August 13th, 1929, to stockholders of record at the close of business Julv 31st, 19?9. RESOLVED: Thst tf dividend he ?nd the same is hereby declared out of the surplus profits of the Comnsny, oayaole September 1st, 1929, to preferred stockholders of the Company, on record on the books there of et the close of business August 15th, 1929, ?s follows; (a) The regular quarterly dividend- of One end One-half Per cent (lV^) to September 1st, 1929, on the outstanding shares of Series "AA*' Six Per cent (6^) Cumulative Preferred Stock; (b) The regular cuarterly dividend of'One and Three-fourths Per cent (l^) to September 1st, l?'-S, on any outstanding shares of (old) Seven Per cent (7?) Preferred Stock. 0.; ;.:otion male by Mr, E. IT* Richardson, seconded by :'r. 1. ?. Jarden, the following. resolution was unanimously rdooted: 2S22AS, H. 3. Levrn and Edith Z, Levy hr.ve furnished s. boni of indemnity in the amount of Two Hundred Collars (3200.00), with them selves as Principals and the Fidelity & Deposit Company of Maryland as Surety, covering lost certificate So. 735, representing one share of (old) 6*5 Preferred Stock of the Comoany, registered in the name of Mary Jane Levy, now deceased, therefore, be it RESOLVED: That the conditions of this bond meet with the approval of . this 3oarl of Directors, and that the action of the Treasurer of this corporation in causing The Cleveland Trust Company ^s Transfer Agent to redeem certificate No. 735, representing one share of the old S*1 Preferred Stock of this company, registered in the name of .Mary Jane Levy, and to way to H. .3, Levan and Edith I. Levy 110,00 redenotion price for said share of stock and 42.50 dividends accrued thereon from June 1st, 192', to June 1st, 1S29, both dates inclusive, umon rsceiot of bond of indemnity to avoid administration upon the estate of said . ..(ary Jane Levy^ia tiie fora submitted at this meeting, which bond is now lodged in the files of said The Cleveland Trust Company, be and in all respects is now ratified, confirmed and adopted a? the act of this cor poration; sell Transfer Agent hereby being relieved from any liability ' or responsibility by reason of the redemtion of the said certificate. RECORD BOOK PAGE ATTEST 0007-SWP-000005269 assrilfc OF 2I32CTQRS C? THZ SKSB-tfll^TOLIAaS C0HFA3T. jiAnsmsMJOM The President stated that the merger of The Lore Brothers Company into The Sherrin-TTllliamc Company had been consummated in jccord^nce vith the terms of the contract entered into by the two companies. He further sfted that he had caused to be organized an Ohio corporation named The Lore Brothers Coataay, with an authorized capital of $100,000, to teice over from The ShervrinV'illisas Cocroany the property end assets conveyed to it by The Lore Brothers Company acouired by The Sherrin-\illiar.s Company, with the exception of United States bonds and cash, to be conveyed to said new corporation. He further stated that The Sherwin-Williams Company had subscribed for all of the cc.Pit-.-l stoch of The Lowe Brothers Cozn*n? and had paid $100,000. therefor. After discussion the followinv resolution ras offered and its adoption duly moved "ad seconded, 'ad upon being nut to ' vote, was unanimously adopted: "ZS0L72T: That the Board of Tirectorc of The SIierv.*in-*"ilii-as Co.tr'?.a:T hereby ratifies, 'nrovs-s, and resets as fully as thsu.it theretofore suthorized, the action of the President and Secretary in causing to be organized ~n Ohio corporation n?med The Lowe Brothers Com any and in subscribing for all of the capital stock cf said new Com-'r.y and paying therefor the sum of 5100,000, and in conveying to said ne"- corporation the property end assets, with the exception of United States bonds and cash, conveyed and assigned to The Sherri n-Vfill isms Coman" by The Lore Brothers Company (incorporated 1393) by .an indenture dated -s of June 1, 1S?9, cnd other instruments executed in pursuance thereof, and ir. addition thereto, paying into the Treasury of said new Coroorc.t Lon the sum of $430,875.89 in cash, said new company having assumed .'11 of the liabilities and obligations of The Lowe Brother? Co..ro?ny (incorporated 1893) which had theretofore been assumed by The 5herwin-*.7illiomc Cotmsany, Os sustained motion the meeting adjourned. RECORD BOOK PAGE ATTEST. 1? ..CCTAItY 2tS 0007-SWP-000005270