Document KRXVvwpQQzvLKaq8pemgKQD76

forth ths questions oontAlnod la /out? lottor of April 19$ 1955* Addrossod so n. Gr*oe > Go* sad our snsvurs thoroto* wo tvirt atto^ptoa to >nt<r tho*o quo* Hons as fully ss possible* If for soy reason you would llleo to ooofor with uif wo would bo glsd to sit down with you At azqt tla* AOdf of oourao, furnish cuor. a dltlonsl lnforsAtlon ns you n*.y dsslro* Yours vory truly* 4* ri CC* AttAOhBMnt s.. vioo frssidsnt And . froAsuror * l ... -.t: W^^wceiir'Pr aidentlol^pk;: v .............. . Investors Diversified Services Inc. These letters were in regard to the Issuance by Grace of 75*218 shares of eonmon stock to Investors Mutual Inc. and Investors Stock Fund Iuc. for 5l875 shares of the common stock of Davison Chemical Corporation. ' Exhibit II Letter dated September 4* 1953 signed by Vinthrop C. Lenz, General partner of Merrill Lynch, Pierce,Fenner & Beane and confirmed by Mr. A. S. Rupley, Vice President of W. R. Grace & Co. This letter was in regard to an offering made on September I4., 1953 by V. R. Grace & Co. to the holders of the common stock of the Davison Chemical Corporation to purchase up to a maximum of 100,000 shares of the common stock of the latter corporation at $40 per share. There are also submitted copies of the letters dated 100id?25 September 4> 1953 and September 9, 1953 from Merrill Lynch, Pierce,Fenner Sc Beane to the holders of the *;:** 'i'MJ purchase up to a maximum of 100,000 shares of the conmon stock of the latter corporation at $40 per share. There are also submitted copies of the letters dated November 9, 1953 fion Merrill Lynch, Pierce, Fenner Sc Beane to the holders of the common stock of the Davison Chemical Corporation and to security dealers regarding this offering. Exhibit IV The agreement and articles of merger dated April 22, 1954- Question 1. (b) Submit copies of minutes of meetings of the Board of Directors of W. R. Grace Sc Company relating to its acquisition of the common shares of Davison Chemical Corporation, and the merger. Submit similar documents concerning corporate actions by the Davison Chemical Corp. 10014724 U\- (Grace minutes appear on pages 3-16, Davison minutes on pages 17-36.) W. R. GRACE & CO. Regular Meeting of Board of Directors - September l8t 1952 On motion duly adopted, the management was authorized to negotiate with Davison Chemical Corp oration for the acquisition of all of the assets of said corporation in exchange for our common stock on the basis of not more than 1*3 shares of our common stock for 1 share of Davison common stock as presently outstanding. Regular Meeting of Board of Directors - October 16, 1952 The President reported on discussions with officials of Davison Chemical Corporation in respect to our acquisition of their assets in exchange for our common stock. Regular Meeting of Board of Directors - October 29, 1952 There was discussion as to the basis for exchange of our common stock for assets of Davison Chemical Corporation. 10014727 ~---- -- average:of $40 per end total purchase cost under this operation-is not to exoeed 5L.Vr.Hy Grace & Co. (Conn.) To aoHuire the common stock of Davi son Chemical corporation controlled by Investors Diversified Syndicate by exchange of W. R. Grace & Co. common stock at a basis of not more than 1.3 shares of Grace 'stock for each share of Davison* as follows: Davison Stock Present s took of in vestors Diversified Syndicate 41/500 Potential stock through exercise of rights 10*375 Maximum 51,875 Approximate value of Grace Stock (12/3/52 quotation of 31^ bid, 31-3/4 asked) $3,000,000 Equivalent Grace Stock ' 53.950 13.U87t *7A37t $2,125,000" 10016728 1 ^ Regular Meeting of Board of DirectovsF^' January lb.*1953 ' ;; v.vy-^. , i >* . ' "Mr. Rupley reported securities movement since the last .Tvr' meeting, Including acquisition since January 5th of 1,900 shares of Conancn Stock of Davison Chemical Corporation at an average cpst of $38*57 per share," Regular Meeting of gosrd of Directors - February 5, 1953 "Mr. Rupley reported securities movement since the last meeting, including acquisition since January 11th of 2,300 shares of common stock of Davison Chemical Corporation at an average cost of $3896 per share," Regular Meeting of Board of Directors - February 19, 1953 "Mr. Rupley reported securities movement since the last meeting, including acquisition since February 5th of 1,700 shares of common stock of Davison Chemical Corporation at an average cost of $37*17 per share." ^ Tv Regular Meeting of Board of Directors - March 5. 1953 nMr. Rupley reported securities movement since the last meeting, including acquisition since February 19th of 600 shares of common stock of Davison Chemical Corporation at an average cost of $37*37 per share." Regular Meeting of Board of Directors - April 16, 1953 1001^729 "Mr. Rupley reported securities movement since the jiast meeting, including acquisition since April 2nd of 300 shares of comnon stock of Davison Chemical Corporation at an average cost of $35.25 per share." W C*<*r.*{v%**-.v vt'f. ; ' . JS' +-- . '\ . *,-*' ,*> v {j< j&in' ',evwa.t/^J..-V,,? icamnoai Ley reportattlsecurlties movementfsinca-tneliaafcji facqulsl t^TOTO^e'^May^7.th'toiP|'2<Stf^liare^^^M^^,,. ivla on ' ChaaiUpLlCorp oratl-m'l&tla^i^iVerakey^ Tk*- '-'V','j-'^>4-'; `j - v jardfoi */.,* 'VS$*w,.*a*S ?*>H,- g, - sops --2Jun- -e-.,4HWJ.733<> i -*S5? K'-i hipley reporfcei lecuri ti es movement" since the 7l'1a^s2:tit|i:. g^acqulsltldffsihca May 21st of f,700 shares rspp coraaan/Sw-^ *""?I)avIson Chemical Corporation at an average costfof^ $34*29 ?fpepl;8Hape,!* - ;.;f'/' - ' :', .'. Regular Meeting of Board of Directors - June 16, 1953 "Mr. Rupley reported securities movement since the last meeting. Including acquisition since June 4th of 200 shares of common stock of Davison Chemical Corporation at an average cost of $33*76 per share.* Regular Meeting of Board of Directors - July 2, 1953 ''The President reported securities movement since the last meeting, including acgdl:;5 ion since June 18th of 900 shares of common stock of Davison ui*,,,iical Corporation at an average cost of $32.64 per 3hare.rt "Mr. Shea reported that after consultation with as many directors as he could reach by telephone, and being more than a majority of the Board, he had entered into verbal agreement with Investors Mutual Inc., Investors Stock Fund Inc. and Investors Diversified Services, Irxc., whereby this corporation would acquire 33*125 shares of common stock of Daviscn Chemical Corporation from Investors Mutual Inc. and 18,750 shares of common stock of Davison' Chemical Corporation from Investors Stock Fund, Inc. In exchange for common stock of this corporation, in the ratio of 1.45 shares of such common stock for each such share of Davison Chemical Corporation common stock, and had confirmed such agreement in writing; that written acknowledgment by Investors Mutual Inc., Investors Stock Fund Inc. and Investors Diversified Services, Inc. is expected short ly." "On motion duly adopted, the action of Mr. Shea in enter ing into such oral agreement and confirming same in writing was V'?., to Investors Hatual; Inc. and 27, l87|shares or|etbnscB%pgp|'^ stock of this corporation, without nominal or par - valuei'^c be issued to Investors Stock Pund Inc. In exchange for transfer to this corporation of 33,125 shares of common stock of Davison Chemical Corporation and 18,750 shares of common 3took of Davison Chemical Corporation respectively." Regular Meeting of Board of Directors - July 16, 1953 "Mr. Shea reported that agreement for our acquisition of 51,275 shares of common stock of raviscn chemical Corporation from Investors Mutual Inc. and Investors Stock Pund Inc. in exchange for 75,218 shares of our common stock, had been confirmed in writ ing on July 3, 1953, that the mean between the high and low sales prices an the New York Stock Exchange of our common 3tock on that date resulted in a total valuation of 75,218 shares of our common stock of $1,979,173.00 "On motion duly made and seconded, it was RESOLVED that the value of.the consideration for the issuance of 75,218 shares of our com mon stock to be issued in exchange for 51,875 ' shares of common stock of Davison Chemical Corporation be and the same hereby is fixed at $1,979,173.00, of which $752,180 will be credit ed to Capital, $992,117 will be credited to Capital Surplus, and $23U876 will be credited to "Reserve for Miscellaneous Investments. *0016731 >. .it.. with change as may ba necessary or deemed"advisable in connection with and to effect such listing. 2. To execute aid file with the Securities and Exchange Commission and the New York Stock Ex change an appropriate registration statement on' Form 8-A and amendments thereto embodying suchchanges therein or additions thereto as such officers may deem necessary or advisable for the registration of the aforesaid shares under the provisions of the Securities Exchange Act of 192k> and In connection therewith to file such other forms, documents and papers as may be necessary or deemed advisable. 3. To make such payments of fees and expenses* to execute and deliver such other documents and papers and to do and perform any and all other acts and things as may be deemed by them necessary or advisable in connection with the foregoing resolution.n nOa. motion duly adopted* it was RESOLVED that the authority heretofore granted the GRACE NATIONAL BANK OF NEW YORK, as trans fer agent, and CHEMICAL BANK & TRUST COMPANY, as registrar, for the transfer and registra tion of certificates for shares of the Common Stock of this Corporation, of which 2,610,000 full shares are at present issued and outstand ing, be and hereby is extended to include ai additional 752l8 shares of such Common Stock; and further 10016732 ?v, - |plth rd^tranaf^agent':':and said regia' |p|and do any: and ?all ac ts and things necessary w.effectuate these'^resolutlons*1*.-1 f-r Regular Meeting of Board of Directors - September 3, 1953 *Mr. Rupley reported securities movement since the last seating, including acquisition since August 20th of 200 shades of cannon stock of Davison Chemical Corporation at an average cost of $36.28 per share, and 710 shares of W. R. Grace & Co. common stock at an average cost of $25.58 per share." "There was discussion in respect to making an offer to the holders of common stock of Davison Chemical Corporation to purchase their shares for cash. Mr. Leneas of Merrill Lynch, Pierce, Fenner & Beane, was invited into the meeting to make reconznendatlcHis as to how this could best be handled. After discussion, on motion duly adopted, it was RESOLVED that the management be and hereby is authorized to enter into an arrangement with Merrill Lynch, Pierce, Fenner & Beane whereby that firm, as agent of this corpo ration, would request from holders of common stock of Davison Chemical Corpo ration tenders of their shares for purchase by this corporation up to a maximum of 100,000 shares at the price of $40 per phare." Regular Meeting of Board of Directors - September 17, 1953 The President reported acquisition of 180,000 shares of common stock of Davison Chemical Corporation pursuant to request for tenders made by Merrill Lynch, Pierce, Fenner & Beane as our agent, and the effect of this and other chemical investments on our balance sheet and P & L. *t DavisonChemlcal Corporatiohbythe President^o^faliVice^tpresldent?3bf-'fttais corporation, or toy^proxy or/proxies appointed by the Presi dent, or a Vice President of this corporation, any such proxy to be subject to revocation by the President or a Vice President of this corporation at any tine prior to exercise of same." Regular Meeting of Board of Directors - November 5, 1953* "Mr. Wilson reported on Davison Chemical Corpora tion. There was discussion on the question of increasing our Investment in Davison Chemical Corporation." Regular Meeting of Board of Directors - November 19, 1953 "Mr. Rupley reported that on November 9, 1953 he had obtained authorization by telephone from all of the Directors who had been present at the meeting of November 5th to enter Into an arrangement with Merrill Lynch, Pierce, Fenner 4 Beane, whereby that firm, as agent of this corp oration, would request from holders of common stock of The Davison Chemical Corporation tenders of their shares for purchase by this corporation up to a maximum of 100,000 shares at the price of $40 per share; that said request for tenders had been made on the same day and pursuant thereto 100,000 shares of common stock of The Davison Chemical Corporation had been purchased at $40. per share." "On motion duly adopted, the purchase of 100,000 shares of common stock of The Davison Chemical Corporation at $40 per share, pursuant to the aforesaid reauest for tenders, was ratified, approved and confirmed.1 10016734 '5^^SProsei^aft6XVl^'iietM^5bpoaed,^|j^eia` r __ at and Article^^fffte'i^erfproviding - foir|the^Bierger;!'ot|-.The. Davison Chemical 'Corporation,' 'a Maryland 'corporation,' 'with f' and into this Corporation,* the rate for conversion of the > ' shares of Common Stock of The Davison Chemical Corporation ' into Common Stock of this Corporation, the cash payment to A he paid to the holders o.f 4.60JS Cumulative Preferred Stock, Series A, of The Davison Chemical Corporation in addition to issuance of Convertible Subordinate Debentures, and the number of shares of Common Stock of this Corporation which each holder of a stock option under the Incentive Stock Option Plan of The Davison Chemical Corporation will be entitled to purchase upon exercise of such option subsequent to the effective date of the merger and the purchase price of such stock, being left blank." On motion duly adopted, it was RESOLVED that the merger of The Davison Chemi cal Corporation with and into this Corporation will be in furtherance of the objects for which this Corporation is formed. RESOLVED FURTHER that the Agreement and Articles of Merger, providing for the merger of The Davison Chemlca'l Corporation with and Into this Corporation, in the form submitted to this meeting, be and the same hereby is ap proved, subject to further authorization by this Board of. the rate of conversion of Com mon Stock of The Davison Chemical Corporation Into Common Stock of this Corporation, the cash payment to be paicT to the holders of 4.60^ Cumulative Preferred Stock, Series A, of The t 10016733 |Cpni ajbocldfopfclpi^undegtthemlncet ;nt itleliti^puri, i!1:he^ffec^^^aPtefbfSth^firg,;"" le^purchasei pr* ceIojE|iauch<stockBL_ i%v. ;> _ lerej was also;presented to the meeting proposed f Indentuw-between this Corporation and The Chase National ?:;! Bank of fthe City of New York, as Trustee, providing for' I the Issuance of up to $5*000,000 aggregate principal amount of Convertible`Subordinate Debentures, due May 1, 1974 and bearing Interest at 4-1/4#, a portion of which would be Issued to the holders of 4.60# Cumulative Preferred Stock, Series A, of The Davison Chemical Corporation in accord ance with the terms of said Agreement and Articles of Merger, the rates for conversion of said Debentures into Common Stock of this Corporation being left blank." "There was also presented to the meeting form of application on Form T-3 for qualification of said In denture under the Trust Indenture Act of 1939." "On motion duly adopted, it was RESOLVED that the Indenture between this Corporation and The Chase National Bank of the City of New York, Trustee, in the form submitted to this meeting, be and the same hereby Is approved. ; RESOLVED that the officers of this Corporation be and they hereby are authorized and directed, for and in the name of this Corporation, to execute 1001^736 >,.vjS- 7--V' ; : "r i!- _ 88B0 S.tVji ' place -and bn^ifi^a5lEMSsn3eST^ddaftttee ."aatt 121t00!!6 * clocknoon,; i*1$ Eastern Daylight-Saving Time, for the following purposes: >:: ' \ ' . v'- ; 'M' =?" 1* Considering and approving or disapprovingan Agreement and Articles of Merger providing .for the merger of The Davison Chemical Corporation, a Maryland corporation, with and into this Corpo ration. 2. Considering and taking action upon a proposal to authorize and consent to the issuance of the raajcimun number of shares of the Common Stock of the Corporation which might be required pursuant to the terms of said Agreement and Articles of Merger and authorizing the Board of Directors to fix the value of the consideration for the issuance of such shares and other terns and conditions. RESOLVED FURTHER that April 23, 1954* at the close of business, be and the same hereby is fixed as the record date for the determination of stock holders entitled to notice of and to vote at said meeting." Adjourned Regular Meeting of Board of Directors - April 22, 1955 "There were submitted to the meeting proposed Agreement and Articles of Merger providing for the merger of The Davison Chemical Corporation with and into this Corporation and Trust Indenture providing for the issuance of Convertible Subordinate Debentures to be issued in accordance with the terms of said Agree ment and Articles of Merger, each of which had been approved as to form at the meeting of the Eoard held April 15, 1954* "After discussion, on motion duly adopted,- it was RESOLVED that (i) the conversion of Common Stock of The Davison Chemical Corporation into Common 100167: as.. ,.. the opti'iaaifbjp holderjt&eireof into 1*5 shares"*of Common 'StocklofL,,,... ; tM8|Co^6ratIon prior'v;td~!iaSr?riV5'i959 and l*'35.-^^r|C: sharesnof Common S took of this Corporation on br'ng ' *' after May 1, 1959 and prior to May 1, 1964; and (iv) holders of unexercised options under stock option contracts outstanding under the Incentive Stock Option Plan of The Davison Chemical Corpo ration, to be assumed by this Corporation under said Agreement, be entitled to purchase. If and to the extent such options are exercised after the proposed merger, 1.1; shares of Common Stock of this Corpo ration for each one share of Common Stock of The Davison Chemical Corporation which they would have bet>n entitled to purchase upon exercise of such options prior to the proposed merger, the purchase price for each such share of Common Stock of this Corporation to be an amount equal to the original option price for one share of Common stock of The Davison Chemical Corporation divided 'ey 1*4* RESOLVED FURTHER that the Directors of this Corpo ration execute an Agreement and Articles of Merger In the form presented to this meeting containing the rates of conversion as set forth in the pre ceding resolution, anc that said Agreement and Articles of Merger be also executed In the name and on behalf of this Corporation by its President or a Vice President. RESOLVED FURTHER that it is advisable and to the benefit and advantage of this Corporation and the stockholders thereof that The Davison Chemical Corporation : e merged into tnis Corporation upon the terms e : s.rjMCt tc the conditions set forth in said A -.me.-.t ar.d Articles of Merger. RESOLVED FUH.H1R that, subject to approval and execution thereof by the I irectors of The Davison Chemical Corporation, the proposed Agreement and Articles 10016738 of M___eyrgei r as an treved and executed by the Directors of this Com oration be submitted to the stockholders 1* the execution and delivery of an Inden ture, subatantially in the form presented to this meeting, between this Corporation and The. Chase National Bank of the City of New York, as Trustee, to be dated as of May 1, 195k, providing for the 1st- -. n~e of not it: excess $5,900,000 aggregate principal amount of U-l/^/o Convertible Subordinate Debentures, to be dated as of May 1, 1951; and to bear Interest from the effective date of the merger of The Davison Chemical Corporation into this Corporation, to mature May 1, 19714-# and to be convertible at the option of the holder thereof Into 1,5 shares of Common Stock of this Corpo ration prior to May 1, 1959 and 1,35 shares of Consnon Stock of this Corporation on or after May 1, 1959 and prior to May 1, I96I4., with such changes therein as the officers of this Corporation approve, such approval to be evi denced, by their execution of said Indenture as delivered. 2. the execution. Issuance and delivery of up to $5,000,000 aggregate principal amount of 4-l/l$ Convertible Subordinate Debentures of this Corporation as may be required to carry out the terms of such Agreement and Articles of Merger; be'issuecLfby-tills Corp oration In cmnectioa it*:',* with;ths proposed merger and (b) for the ex change' of Camncn Stock of The Davison Chemical Corporation for Common Stock of this Corpo ration to be issued in connection with the pro posed merger." "There were presented to the meeting form of proxies for the Annual and Special Meetings of Stockholders to be held on May 12, 1954-.* which were, on motion duly adopted, approved." "There were presented to the meeting four letters dated April 21, 1954 addressed to Metropolitan Life Insurance Company, The Travelers Insurance Company, Aetna Life Insurance Company and Connecticut General Life Insurance Co., respectively, and signed in the name and on behalf of this Corporation by Messrs. A. S Rupley and T. C. Stockhausen, vice presidents, such letters agree ing to identical anendments to the promissory notes issued by this Corporation under Loan Agreements dated August 28, 1952 and held by said insurance companies, and to become effective when the Agreement and Articles of Merger with The Davison Chemical Corporation should become effective, and which had been accepted by said insurance companies." "On motion duly made and seconded, it was RESOLVED that the action of A. S. Rupley and T. C. Stockhausen, Vice Presidents of this Corporation, in executing and delivering, in the name and on behalf of this Corporation, to Metropolitan Life Insurance Company, The Travelers Insurance Company, Aetna Life Insur ance Company and Connecticut General Life In surance Co., respectively, letters dated April 21, 1954 ln the form presented to this meeting 1001 <5740 ............. t.,,w. W4-M.- ^o^p^s,'^cS^o^TBe1livisV Jp^orat^orphalafor^ownod and s tand- may tockholde rav"cjpl `3ti3$ yismlChe^cal-.-Coriipratlbn^to be bald^p$ ayg-13# -1954# or ,at any'adjournment thereof^ r' -ij byjt&ajpresldent or any Vice President of this corporation, or by a proxy or proxies appointed by the President or a Vice President of this corporation, any such proxy to be subject to revocation by the President or a Vice President of this corporation at any time prior to exercise or same. H0n motion duly adopted, it wa3 RESOLVED that the Chairman, Chairman of the Exe cutive Committee, the President or any Vice President, and the Secretary or any Assistant Secretary of this Corporation be and they are hereby authorized to file application and amend ments thereto for listing on the New York Stock Exchange of up to and including 635,499 shares of the Common Stock of this Corporation, subject to Agreement and Articles of Merger between this Corporation and The Daviscn Chemical Corpo ration, dated April 22, 1954# becoming effective, such shares to be used to carry out the terns of the aforesaid Agreement and Articles of Merger. RESOLVED FURTHER that such officers may make such payments of fee3 and expenses, execute and deliver such other documents and papers and do and perform any and all other acts and things as may be deemed by them necessary or advisable i:. connection with the foregoing resolution. 10016741 not ^oo flarge and not too saaU'/v&ch shoved growth prospects ^and which had eatabllnheda record for good Management. Upon investigation they se lected The Davison Cheaical Corporation* The Chairman also reported to the Beard the general terns of the sale of the stock of Manufacturers Trust Company and that it involved the resignation of Mr. Lockwood as a Director, if necessary, to give a repre sentative of W. R. Grace & Co. a place on the Board. The Chairman informed the Board that he had received Mr. Lockwood's resignation as a Director of this Corporation and thsreuoon read the letter of resignation. In connection with Mr. Lockwood's resignation, the Chairman reviewed Mr. Lockwood's relationship with the Corporation, as a representative of Manufacturers Trust Company, stating that he had been a Director since reorganization on December 31, 1935, and that the block of stock recently sold had been issued to Manufacturers Trust Company as one of the creditor banks of the former company and had been held practically intact since reorganization. After discussion, and upon motion duly made and seconded, the following resolution was unanimously adopted: RESOLVED, that the resignation of Mr. R. A. Lockwood as a Director of this Corporation be accepted. The Chairman next stated that it was in order to elect a Director to fill the vacancy caused "oy the resignation of Mr. Lockwood and recom mended that Mr. Benjamin H. Oehlert, Jr., Vice President of W. R. Grace & Co., be elected a Director to fill this vacancy until the next annual meet ing of stockholders in October 1951. After discussion, and upon motion duly made and seconded, the following resolution was unanimously adopted: RESOLVH), that Mr. Benjamin H. Oehlert, Jr. be and hereby is elected a Director of this Corporation to hold office until the annual meeting of stockholders in October 1951, and until his successor shall have been duly elected and Qualified." J 00J 6742 ^ jbdt "Offertng^^ad.; 'advised that -he1' receipt|'of'iTthe letter voald nothawe an ..^^Kn^sueh offering. Tfae Chalrnan stated that nonetheless the Corparatlbir desired that the information be disseminated to all persons receiving the Prospectus end that therefore a supplement had been immediately prepared, cleared with the Securities and Exchange Commission and so dis tributed. He further stated that Management is of the opinion that neither of the acquisitions contravene Section 7 of the Clayton Act, as amended. He stated that the letter had been acknowledged end- that necessary data in response thereto was being prepared and would promptly be submitted to the Cocaission." *0010743 go*g "MWaHM JOOJ <*^43 {ass 1? purchase iwjMsetsin the near future.,|;,Thls Corporation accc quested sudi^l^letter and was informed' of^the substance thereo^byltt".^Ji , PetM* Gracej^^^firesident of W. R. Grace irCo., ^7 telephone^5OTeBber 22nd. Tho `/draft <bf the letter as read over the telephone stated'that it vas the present intention of the Management of W. R. Grace & Co. that ah offer to acquire the assets of Davison, in exchange for .stock of W. R. Grace & Co., would be made in not less than 1x5 days and not more than 90 days from that date. Although not stated in the draft of the letter, Mr. Grace referred to authorization of the Board of W. R. Grace & Co. in the telephone conversation, but neither the exact nature or the date of that authorization was then stated, nor did the Management of Davison know any thing of that Board action prior to November 22nd. With this information before them officers of the Corporation, counsel for the Corporation, and a representative of the bankers believed that the statement in the Prospec tus, included in the Registration Statement, relating to the contemplated offer by W. R. Grace & Co. should be amended and amplified to set forth this information and state the belief of this Corporation as to the length of time which would probably be required to consider and evaluate such offer. Since such an amendment would obviously be of direct concern to W. R. Grace 4 Co., as well as to Davison and its projected financing, Mr. Grace was requested by Hr. R. L. Hockley to arrange a conference to be held on Sunday, November 23rd, between representatives of W. R. Grace & Co. and representatives of this Corporation, and Mr. Hockley also advised Mr. Grace that the representatives of W. R. Grace 4 Co. should have authority to ap prove statements made in the amendment insofar as they referred to V, R. Grace 4 Co. Such conference was arranged and held on Sunday, November 23, 1952, at about 11*15 A.M. in the Board Room of this Corporation. The fol lowing representatives of W. R. Grace 4 Co. were present: Messrs. J. Peter Grace, Jr., Director and President, Andrew B. Shea, Director and First Vice President, A. S. Rupley, Director, Vice President and Treasurer, W. F. Cogswell, Vice President, Secretary and Counsel, and Judge John J. Burns, Director and Counsel. 3. H. Oehlert, Jr., Director and Vice President. '>. ' *, _ '> v- v' * . .... the acquisition"of itsassets yintexwn^rforj jCoauba 'Stock of V. R.'Grace & Co. on the basis of a specified maxiiifimyratib t|ofjiaccliange, which was not disclosed. A lengthy discussion of.thef letter..- vasheld in which Davison's representatives poinhdout that a reasonable and fkir valuation of the proposed offer as a basis for tion to the Board of Directors of Davison and of Davison's Board to the stockholders could not be made within the 90-day period. The reasons for tbs length of tine estimated by Davison to investigate the affairs of W. R. Grace & Co. were explained and discussed at length. In the discussion it was pointed out that audit reports for W. R. Grace & Co. by independent public accountants are available only for the calendar years 1950 and 1951} that only estimates of earnings vere available for 1952; that Davison deemed it necessary that the independent public accountants* audit reports for the calendar year 1952 should be available to Davison's Management and Directors to consider the proposed offer by Grace, and Grace advised that such audit report would not be available earlier than Aoril 15, 1953. The Grace representatives were also advised that Davison's representatives be lieved it necessary that Davison's consideration of the proposed offer should be supported by an evaluation by independent consultants and experts of all or certain phases of Grace's business and affairs, and that it was Davison's belief that the studies and consideration could not be completed before July 1, 1953. In the discussion the Grace representatives stated that as indicated in previous informal conversations, Grace wished to enter into negotiations with Davison with the hope of arriving at a proposal that would have the support of Davison's Management. The Chairman further reported that in the discussions at the Sunday conference between Grace and Davison a review was made by Davison of its program for plant expansion for the three years 1952/l95it and the financing thereof. In reporting on this phase of the conference, the Chair man reported that the review covered the development and adoption of that program by the Board of Directors in the early part of 152; the subsequent approval by the Directors of various steps of the program; obligations for construction now in progress; parts of the financial program Dut into ef fect and the unfinished commitments thereunder, pointing out that the pre sently proposed Common Sto'-'t issue was =.n essential part of tee overall -> Directors*that the Management believes that a thorough In'*,- T* & Grace'St Go, should be made be- . ' - r fare Management can submit its conclusions or recommendations to the Board r and before the Board can reach its own determination as to whether it should or should not anprove an offer made by V7. K. Grace & Co. In the discussion by the Board a summary of the business and affairs of 'v. R. Grace & Co. was presented relating to the coroorate structure; historical financial data available; locations of -major properties; principal opera tions and sources of income as to domestic operations, shipping. Central and South American operations, by countries; general economic and political conditions as generally knovn in those countries; general comments on foreign exchange fluctuations and conversion from foreign currency earn ings into dollars; expansion of Grace curing 1^52 and the financing thereof, largely by arranging long-tern loans; the necessity for certified audit reports for the calendar year shov.'in- the earnings for that period and the balance sheet as of December ?-l, 1??2. In this connection l^nagement believes that an evaluation of P. Grace & Co. by independent consultants and experts should be obtained and it was anticipated that such evaluation should include examination of properties and estimates of future earnings therefrom; an evaluation of Grace's expansion program and related projected earnings; competitive, economic and political conditions; and it was esti mated that such examinations and surveys vould require studies extending into South America, involving several months of work. In addition, upon receipt of this information the Management a-id the Board "ould need ample time to review the reoorts, to evaluate the offer properly and if it was deemed advisable to negotiate ior any amendments to the offer before deter mining what recommendation.'- they -h.culd make to the stockholders. The Chairman sl-c r-oi\*ed out to the Board that Grace's stock holdings represented a: Lc* ctotal outstanding stock of this Cor poration; that two offic-r' vr* Directors G. Grace r- Co. are Direc tors of this Corporation, \r/: -t due tion should ha given Grace's position, but it v.-as beiicvt-o iy .' i.-.-arcnent - and the \n e>; is supported by the opinion of Corporation's -s-l - that great care should be exercised J00147^8 - - & Co, , w.as_--th--en--.discussed. _ Afte_r__c_o__n^svidxe^arawtiuonp,rothpeosparlofproemr officers j|r were authorised to include sane in an amendment to the Registration State-' ent filed on November 12, 1952 with the Securities and Exchange Commission in response to the deficiency letter of November 20, 1952** i i lQ0l6749 . ra^the^JaieetlJtig'Jkncl^ "w8ignatton:;'ii<hiereup^^txponjaotion'uuj.y^ "* resolution, was unaninously adopted* ^aiassn '% *. s''. RESOWED, t^hat the resignation of Mr* B. H** \^... y.} . Oehlert^ Jr. as a Director of this Corporation be and the ease is hereby accepted with regret, to become ef fective January 22, 1953** ms successor shall have been duly elected 'a&^qualified. ' * ' V Mr. Wilson then entered the meeting." 10014751 10016752 10016753 Notice of Meeting and Proxy Stal Preferred and Common stockholders to be held oa toy 13, i?5ltjgin the'aren't that this Board at its regular meeting on April 22, 1551, should approve and recommend to the stockholders that this Corporation be merged into W. R. Grace & Co. Copies of such form, which included the merger agreement, were before all the Directors present and a copy was identified and filed with the'Secretary's capers for this meeting. He requested Hr. Moss to review the proposed merger agreement. Hr. Moss explained the de tails of the proposed merger agreement and the proposed indenture under which the debentures would be issued. (Mr. U. G. Morrel and Mr. G. H. French left the meeting at ?s20 A.H. and returned at. 10:15 A.M.) The Chairman stated that he had informally discussed with the Grace management sometime ago, a merger of the two companies whereby the Davison Common stockholders would receive 1.5 shares of Common Stock of Grace for each share of Common Stock of Davison. After further discus sion and consideration the ratio of exchange now proDOsed is 1.1 shares of Common Stock of Grace for each share of Common Stock of Davison. He fur ther stated he believed in view of all of the circumstances, including the relative market values of the stocks, that the proposal was fair to Davi son's Common stockholders. He also stated that under the proposal Davison's Preferred stockholders would receive a 050.00 1-1/1$ Convertible Subordinate Debenture and not less than 05.00 in cash for each share of Preferred Stock. Hr. Wolfe inquired as to the rights of dissenting stockholders and was informed of the appraisal rights of dissenting stockholders under Maryland lav. Mr. Morgan then inquired of the Chairman as to what his personal ownership of Davison stock is and what option rights he has. The Chairman replied that he and Mrs. Hockley owned 5,002 shares; that he had 7,500 shares under an option; and that he looked favorably upon the ex change ratios. Mr. Morgan then inquired as to what the Chairman's opinion was regarding the statement put forth in the December 1, 1952 Prospectus for the issuance of Common Stock, which set forth that before any merger would be considered by the Board, a detailed study of W. R. Grace & Co. was deemed essential. The Chairman replied that the situation had changed materially since that time, and that the Corporation now has 10016755 rjfl )fce submitted. at'"' tbe^aeetirigtpf ;3oa^Jo^^il|.22, l?<ii. >Ir. C5^E;^WJLsoh`;dtd not participate^ln -the'' - foregoing discussion of the mereer terms. . * .Vy?-^ The Chairman asked Ir. Moss to review the proposed fora of Proxy Statement. Mr. Hess discussed the Proxy Statement) paragraph by paragraph) and answered certain questions which were asked. m Mr. Wilson then added that after the proposed merger became ef fective the management of V. R. Grace & Co. desired the present Board of Directors of the Corporation to continue as an advisory committee to func tion through recommendations. There followed a discussion between Mr. Wilson and other aemoers of the Beard as to the functions of the advisory committee. The Chairman inquired whether or not it was contemplated that the titles of the Davison officers would continue. Mr. Wilson replied that the titles would continue. The Chairman then stated that, by reason of the rules of the New fork Stock Exchange, it was advisable at this time to fix a date for said special meeting of the Preferred and Common stockholders and a record date for the determination of stockholders entitled to notice of and to vote at such meeting to be held on May 13, 195b, in the event that this Board at its regular meeting on April 22, 195b, should approve and recommend to the stockholders that this Corporation be merged into W. R. Grace & Co. He also stated that it was advisable to submit to the Securities and Exchange Commission for clearance, subject to the approval of this Board, the pro posed form of Proxy, Notice of Special Meeting of Stockholders and Proxy Statement. After consideration and upon motion duly made and seconded, the following resolutions were adopted: RESOLVED, (1) That a special meeting of the Preferred and Common stockholders of this Corporation be called to convene at 11:C0 o'clock A.M., Eastern Daylight Tine, on Thursday, May 13, lcirIj, at the nrincipal office of the Cor poration in the Davison Chemical Buildinr, 101 Mcrth Charles Street, Baltimore, Maryland, fc.- the purpose of considering and acting at said meeting (anc at any adjourned session or sessions thereof) upon the aonroval of a proposed merger of this Corporation into V/. R. Grace & Co.; and l00l6?56 ' - 'J - ' ; -***;-v*j *' r<W ^^ <ltrS*A*';Ul?iK3Si5*E^ . ^rv&y: * '^'fer-^'V r^.i - '' ^j j-T t,*\ ^,,q^alav wV'^$.Ha;n.*jdrf- iffti \tyr. Lper3^v - ,/hereby auttoiiaed^and/dirw^ /^^JtoAtte;Securities>tand ExchangeComai3sion|far^._ |fthe fora of i^i^, Notice of Spe^^ ^etiHg^^St^ p|,and Roxy Statement s submitted to the Board.^jat^tfcisg|Mt-'; ` 5, said officers being hereby further authoriz9d to'ittke' such changes insaid fora as they may deem advisable, it . being understood that any such changes made will be submit ted to this Board for final approval. (Mr. C. E. Ifilson abstained from voting on the foregcing resolutions).- kV 10016?S? me- J|shax;ps of Grace coiaacd^s^k each share J of-JDa^l .'preferred.: sto<*,T^GCO:ipar ..value, willqbe ,icchangi:'for ;0,0q;*inc|^^?-: - ncipal amount of [;--l/li2 Coavertible Subordinate" Debentures to be issued { ...... Grace, plus vS.CC incash. Orice issued, each debenture is convertible " ,^;into 1-1/2 shares of Grace conraon stock at any tine prior to Kay 1, 1959 and thereafter into 1-35/100 shares of Grace common stock at any time prior to Kay 1, 196b. The debentures will nature on May 1, 197b and will be retired through a sinking fund which ccxiences in 1956. Hr. Hoop then submitted comparative values of the common and preferred stocks on the basis of the exchange rates and respective market values. The Chairman then asked Mr. Moss to review the merger agreement, a copy of which had been furnished each Director. Hr. Hess discussed the merger agreement pointing out the minor changes which had been made since the special meeting of the Board of Directors held on April 1?, 195b, and also outlined the minor technical changes in the Indenture under which the Convertible Subordinate Debentures are proposed to be issued. He then re viewed a proposed letter to Metropolitan Life Insurance Company to take care of the Corporation's obligations to the Metropolitan Life Insurance Company under its Loan Agreement, in the event of the merger into W. R. Grace & Co. At the request of the Chairman, Kir. Hoop reported that there had been no new developments regarding proposed changes to the Internal Revenue Code, but that it seemed that the bill would not be passed before June 1, 195b and would not be effective before that time. Hr. Bruce remarked that roost merger agreements had an escape clause in the event the exchange was a taxable exchange. Mr. Moss pointed out that no such escape clause existed in the proposed merger agreement, inasmuch as it was felt that the merger would ultimately take place, and that there was not much which could be done about the tax problem. A discussion ensued and it was agreed that the chances were veryddght that the proposed merger would be taxable. At the request of the Chairman, Mr. Rood and Mr. Moss reviewed the proposed Proxy Statement. Mr. Wolfe inquired as to the tax status of a Preferred stockholder in the proposed merger and Mr. Moss replied that the Commissioner of Internal Revenue would probably not rule on the point, but that it was possible that all the cash received by a Preferred stock holder who exchanged his stock for the Convertible Subordinate Debentures would be taxed. 10014758 jL, -' /* H<vf3lvj * (l) That the Board of Directors of this .^Corporation declares it to be advisable, and so approves nd recommends to the Preferred and Common stockholders, that this Corporation be merged into W. R. Grace & Co., a Connecticut corporation, and that the terms and conditions of such merger, the mode of carrying the same into effect, and the manner of distributing the shares and debentures and cash of the resulting corporation among the shareholders of this Corporation, shall be as set forth in the proposed Agreement and Articles of Merger submitted to this meeting; (2) That a copy of the proposed Agreement and Articles of Merger, as submitted at this meeting, be identified by the Secretary as having been so submitted and be appended to and made a part of the minutes of this meet ing; (3) That the President or a 7ice President and Secretary or an Assistant Secretary, be, and they are, hereby authorized and directed to sign and acknowledge the proposed Agreement and Articles of Merger and the certifi cates annexed thereto, in the forms submitted, under the cor porate seal of this Corporation; (li) That a special meeting of the Preferred and Common stockholders of this Corporation be, and it is, hereby called by this Board to be held at the principal of fice of the Corporation, 101 North Charles Street, Baltimore, Maryland, on the 13th day of May, 195h, at 11:00 o'clock A.H., Eastern Daylight Time, for the purpose of considering and act ing at said meeting (and at any adjourned session or sessions thereof) upon the smrroval of the proposed merger of this Cor poration into '!. R. Irace 4 Co. and upon said Agreement and Articles of herger, and upon any other matter relating thereto, and upon any other natters that may properly come before such meeting; 1001475? (7) That the proper officers of this Cor-' poration be, and they are, hereby authorized, as and when the conditions precedent specified in Paragraph NlhSThiMTH of the Agreement and Articles of Merger shall have been fulfilled (and provided 3aid Agreement and Articles of Mer ger shall not have been terminated and abandoned pursuant to Paragraph EIGHTEENTH thereof) to cause an executed cony of said Agreement and Articles of Merger to be duly filed with the Secretary of State of the State of Connecticut and with the State Tax Commission of the State of Maryland; and : (8) That the President and other acprooriate officers of this Corporation are authorized to take such action and to cause all such things to be done as shall be necessary to carry out the provisions of these re solutions and the actions contemDlated thereby. Hr. Hoop then stated that resolutions were in order in regard to amending the Corporation's agreement with Metropolitan Life Insurance Com pany and providing for the rayment of dividends on the Preferred stock in accordance with the mr-cr agreement. Ucon motion duly made and seconded, the following resolutions were unanimously adopted (Mr. C. E. Wilson not voting)t RESOLVED, that the propor officers of this Corpora tion be and they are hereby authorized to enter into such an agreement with Metrooolitan Life Insurance Company for the amendment of the 3.95* Notes of this Corporation held by Metropolitan Life Insurance Company as they may deem advisable in order to effect the merger of this Corooration into T.v. k. J-r:ce !: Co., any such agreement to become effective only if and v;en the proposed Agreement and Articles of Merger bccoios effective and upon this Cor poration being furnished with an agreement duly executed by R. Grace & Co. assuming the obligations and other covenants and agreements of this Corooration as set forth in said Notes; and 10014740 iooia?*! Annual reports of W. R. Grace & Co. and Wmfr. rt- consolidated subsidiaries for the years ending December 31# 1951 through 1954 Exhibit VII Annual reports for Foster and Kleiser Company for the years ending March 31 195l March 31# 1952, December 31# 1952 (9 months), December 31# 1953 and December 31 195U* Exhibit VIII Annual reports for Grace National Bank of New York for the years ending December 31* 1951 through 1954- While W. R. Grace & Co. owns approximately 80% of the common stock outstanding of the Grace National Bank of New York, this company is not a consolidated subsidiary. 10016762 Annual reports for Davison Chemical Corporation and Dewey and Almy Chemical Company are submitted in rW. ; \ M-:!- ^f. '5a*'-' with W. H. Grace & Co. as of Kay 13# 1954# hence# there Is no Annual Report for the year ended June 30, 1954* Question 2. (a) Identify and locate each phosphate rock mine owned or controlled by W. R. Grace prior to the acquisition and state the reserves of each. Answer: W. R. Grace & Co. neither owned nor controlled phosphate rock mines prior to the acquisition of The Davison Chemical Corporation. Question 2. (b) Show capacity and the total production of each mine for each of the fertilizer years ending June 30, 1951-1954, inclusive. 10016763 -Lake. Hlne Pauvay 1+ Mine Total Production '338,000 1+73,000 ~*,00 320,000 i26,000 1^6QQ0 31+5,000 1+91,000 836,000 1+13*000 386,000 781,000 (=' Se table on following pags.  - *-v oi-V Anaweri^^,: ' - " ;>. ''"'-^^.-'-r'. Inapplicable to W.R.*Grace & Co. (ExclndlngDavlabn)^ppjS^^,'t Question 2. (d) Please submit the same information for the Davison Chemical Corporation for the same periods. Answers (a) The Davison Chemical Corporation owns two phosphate rook mines located In Polk County* Florida; namely. Bonny Lake Mine, located near Bartow, and Pauway 4 Mine, located near Lakeland. Baaed on drilling data, the Company estimates that its phosphate rock deposits, located in Polk Cotinty, Florida, contain approximately 21,000,00G gross tons of average ocsmeroial grades. The phosphate rock reserves applicable to each mine have not been furnished, because the Company, at its option, may elect to either: (i) pump matrix a considerable distance from areas ''kuwri' falnce. 1951 and s tateithe ,, date on whlchea 'pperatidna^^^lg; * ` .C.l^' &>'*., ;-.,/' : -> ? `V?* fj ? Dates Production Began (since 1951): Super Triple Super Joplin, Mo. Prior 1951 Tulsa, Okla. Prior 1951 Charleston, S. C. Prior 1951 June 1953 Question 3* (c) Show the capacity of each in terms of (1) superphosphates and (11) triple superphosphates. Answer Plant Capacities (Tons); (1) Super Joplin, Mo. Tulsa, Okla. Charleston, S. C. 80,000 70,000 65,000 (11) Triple Super 35,000 ! Question 3- (d) Show the (1) (11) total production (In tons) of: superphoshates and 10016766 triple superphosphates, of each plant for each of the fertilizer years ending June 30, 1951-1954, inclusive. * r warn w*-y" ffipP-LiVv..:o{ ? ' -I j .Locations 4 Baltimore, Kd. Columbus, Ohio Lansln& Mich. Nashville, Term. Perry, Iowa ' . * 1951 485,821 44,176 -- 81,564 27,463 476,623 50,480 24,99? 97,973 27,278 516,322 51,080 40,486 98,451 24,944 441,206 36,168 32,929 82,104 28,472 (d) (11) Production of Triple Superphosphate (Tons) (Years Ended June 30) Plant Locations Bartow, Pla. 1951 1952 1953 1954 37,266 Question 4* (a) Show the sales and intercompany transfers of superphosphates (in tons and dollar value) of W. R. Grace to each of the following for each of the fertilizer years ending June 30, 1951-1954, inclusive: (1) (11) (ill) (iv) (v) to plants of W. R. Grace and Its subsidiaries; to Davison Chemical Corporation and sub3idlarle 3; to all other domestic users; for export; total sales and intercompany transfers. Answer: See table on following page. l0l676pi Question 3. (e) Subnit the same Information for the Davison Chemical Corporation and its subsidiaries. Answer: (a) Plant Locations: Baltimore, Md. Columbus, Ohio Lansing, Mich. Nashville, Tenn. Terry, Iowa Bartow, Fla. Owned by: Parent " " " * " (b) Dates Production Began (since 1951): Baltimore, Md. Columbus, Ohio Lansing, Mich. Nashville, Tenn Perry, Iowa Bartow Fla. Super Prior 1951 Prior 1951 Nov. 1951 Prior 1951 Prior 1951 Triple Super February 1954 10014748 }: - '**>>.,v>-.' '. *' vfevI ^ ^ - .. - -, *> Answer: iT^aseliv&ja^the^sain^inforMpI^Ktoutllne d iin S . )(t); and^{tr)?aboire ?for-'the|l^iac^CheinlcalV^-pgf^p| Corporation and i 11a sub sIdiarie a^for *the same ^ periods. See table on following page. 1001476?  PI rH CO <-H o o J- 00 CO rH CD CO o co vO H 1 t at H cv vO H rH c V, (H O IT1 O r-4 rH CO <*\ H CV x4o-:> V CO V\ CV vO Xc m rat at vj Co 1 <n o cv CV <H Q OO H sO O' O sO H C^l H n> jC QP 4 *4 1 *4 P u a5 cw U rl a p c H CJ a: rH s> o > * 1 4 C H a anE. tOj U c o u <oaca. cd -O fc* rH P Cb *" tj Dr Vi -P a 0 0 C XL o to a *4 *4 ra a c -p jC DC n n* w 4 -P rl s -o 0C jB a) oa a u 14 O CH H 4* P. 6 *0 oe O J s* P 4* C h x: c a a 3 0 x: c o *H -P O TJ +> c jC C <3 -H c TJ cn rH H O o. a w JC ,0 c C 0 H O -H u <n -P cj H **H > f- TJ O *H Q an ^ x> XP P oo H iH +> rH W aa a o O *H P V. X fc. rH P n CO TJ O u P C ca CJ * c H X c c rj TJ rH d D rH H a c* rn Ca O O >4 a P.' JO co D OH Orl t< cl + <S H (fl *H > U 13 ll OH q au x> X3 -p oo H rH +> rH tt n op u o ca *4 rH P *U> O Xc u cH c a. Pn oo 4O^ V) 4a>? o a "O ^ *TH D ou3 o oV oo 0 oo C) o ^ n 003 oo 0 Oo f-. (-* o O H CJ> O h xj Uh H O r>H H O to Hum H T3 Eh H o CC Cl r x t. C r--~x /--X ,--, C o---- r"i .--\ r*~X >--H r^x, ,---- v c. n^ r*H C*i *<f~4 >> ^H H H w >> H *H .~l --- t-- H H iH XwT ot <H C *H O ---- W W* x-- >--' H >___ c: ^ Q rC "3 V5 Question 5. (a) Identify and locate each fertilizer nixing plant owned or controlled by W. R. Grace or its subsidiaries prior to the acquisition and name the company owning each plant. Answer: Plant, Locations Charleston, S. C. Findlay, Ohio Fort Pierce, Fla. Jacksonville, Fla. Joplin, Mo. Lawrence, Kansas Los Angelos, Calif. Madera, Calif. Santa Clara, Calif. Spartanburg, S. C. Trenton, Mo. Tulsa, Okla. Wilmington, N. C. Owned By Naco (W. Va.) Naco (W. Va.) Naco (W. Va.) Naco (W. Va.) Parent Kaw River Valley Fertilizer Co.,Ina Naco (Calif.) Naco (Calif.) Naco (calif.) Naco (W. Va.) Parent Parent Naco (W. Va.) The operations of Naco (Calif.) are in the process of being liquidated. The Los Angeles plant was sold in late 1954 and the Madera plant in early 1955 The Santa Clara plant is under contract for sale for delivery a.out October 1, 1955. 10016771 10016772 ?' ' -4:wei i#* *r ojpnmb Ht |*3?'rt -^t# ' Ov4oojj.wv c ' i> r>' "H- v V - ' - -if r-l e oo o H IA 't t" CO CV cv *- IA H >o vO vO vO O' rH *w t" 00 r-i c\ O' CV O ** k * k k c to4 rH o H CT\ CV -.f 30 P cv rH o CV O' r~ (A <n P O <tOv a. 3 O' T3 P W 0 pOoOO Oo ooo (c O. P n Q O o o O O O O Q O o o o o o o o o <0 t * k k a k *D C o o o CO irv o o o C c3 cv IA 'O rH IA O' vO CA cv 5J o > Pc H o O P <*\ *\ NO 5 P 00 ir> a O C- 00 nO o oc o 3 TJ k ON k *. lf\ OH c- rH e' rC CO U*N en o o ON o O' to o k v k 1 m O' CA rH ON u\ cv V o oooo oooo o o o o o o o o o oo 0k k o 0k i o k ok ok o k o o o to ooo cv irv \D rH O' \D cv 9) c p po Cp 0 <? rH O CL, O c *o o o cC p TJ ^4 JC P JC *T| x: oo k o p X k k >N dkv d O * Oo CQ OS P k CJ 3 40 H o h t-4 to r-4 <0 c P cp > c d 40 p aj 0 s p JC d k c c H P 0p rH H H rH cj O f~, ct -C c oi o h Q c > d < CO O a ^r; CU CO ' .Vj o S5 C d B. a o o cv IA c<\ 0O N CV rH vO P P l* rH E*4 >A \ C rH OflCV H *--l jC o *o PO XP *4 a o P. ih Cm Q 0 o a3 o 42 oc f3Qc..+-ooH p c d p Dm ou. P w po o 5: yPiaR (In Tons) Plant Location 1951 Charleston, S. C. 38,338 1952 35,705 1953 37,61*8 195U 31,697 Question 6. (c) Please submit the same information for W. R. Grace's production of (1) phosphoric acid, (11) sulphate of ammonia; and (111) other fertilizer materials. Answer: Plant Location Phosphorlo Aold Sulphate of Anaaonia Ither Fertilizer Materials Joplin, Ho Joplin, Mo Joplin, Mo Capacity Production (Tons) Owned by (Tons) 195l 1$52 ~1953 . 1951* Parent Parent Parent 20,000 16,500 20,000 22,51*7 16/783 2,921* 2,129 11,229 16,355 31,809 ^ . Question 6. (d) Please submit the same information outlined In 6 (a), (b), and (c) above for the Davison Chemical Corp. and its subsidiaries for the sAme periods. J0016776 ^Question 7* (a) : Show sales and Intercompany transfers\of. each r ir grade of sulfuric acid (In tons and dollar;value) |?iv. S' of V R. Grace to each of the following`.for each ' of the fertilizer years ending June 30 -1951-1954* Inclusive. ;:" (1) to W. R. Grace and its subsidiaries (1) for use in fertilizer production (ii) for all other uses (2) to Davison Chemical Corr. and subsidiaries (i) for use in fertilizer production (ii) for all other uses (3) to all other domestic users producing fertilizer (It) for export (5) total sales and intercompany transfers. Answer; Sulfuric Acid - Only plant during the period requested was at Charleston, S. C., and such plant was operated primarily to supply the superphosphate plant. Records are not presently available to present accurately the sales and inter-ec.-roany transfers. However, it is estimated that srproximateiy 75$ cl production during the 100|<s?77 Answer: ' .- ;. -J' -v * Entire production of phosphoric acid, sulphate of ammonia and other manufactured material was used intra-plant or shipped inter-plant and used wholly in the manufacture of mixed fertilizer. Question 7. (c) Please submit the same information outlined in 7 (a) and (b) above for the Davison Chemical Corp. and its subsidiaries for the same periods. Answer: See table on following page. * ' -" -0;-sca< . H*.-iH; a^ a* ... . 9* a xo*>t. : o 3 > .. . a co a *i G o u<h 9 o Via o5-a cap J3 a t< t< o a a t.h. Sh US > P O , HH , cn C" CM 'Cf O Heo i a _3 a a P< G P 43 vv 3 1 I a* o A as S0 O mm r-t st CM A * oo iH l> 1 r> c p p o o .a oc ac (V ppc a vi o CO p V* *t5 o H ro *tj a a o Q Q 4) -oHa0o aD pV a o r- o m c^ N a 0 to o h 1 o to CO * C4 > CT\ cn m s rH 1 in <v 4 O2 POc P 3OG Q,^4>4> 3 3a Ca 0.43 3 tj p wO>' 3 </> ton P 3 pao p 0 an O 43 "O P G G C~ u a to O'VO 00 p a aaa u> m O* H c** a c H a O cv cn H O H -C ffl P.43 va *s as as 0 T3 ^ H UP -H c Q. a1 rl O' cst r- 1 o o C"- O* H OJ o f\ D O0 E(0 a O0 h c a o op 3C. * V. o a co oa wCM ti* c o 3O pp a co p> o pe > t> a c p p GPViPO o P P h d o s p a v a o 43 a. o KO a fH p*a El H OA U 1 PQ Pi--' 4> 'a C *H MO < u co a *h Pi w3 <M rH iH d3 CO co A XJ c a* a 3 O -C e- c H P. C H o Cl '* o H P to PPG a x> 3 0 o +* a Va3 Pi O O o. 43 a p as a p a xi tj Pi C P P O TJ p -C V a si H a o o *u Pa N tO H 3 HI *H O ou 3 -< rH 1 Pi Pi a p a u p o. a a 0 p c CJ 3 v *0 O P< aH A 4> O o n jC H Cj P o o o O *H O O JZ O A aO a P A O -P H C Vi T3 H X P C T3 3 a aC 3 Pi H P< Pi H O C 3 *0 Pi eJJ *H o w t: Cl 4-> C U oo O Pi 3 C-i 3 C > 3 J > ri Pi P H C TJ 3 i-H O C --I Pa 3 H WTJ Pi W E-* O XJ -C d O -P *H X> o V> -C UOaC t> Pi 3 XJ Pi H o U3 a: 3 *i 1 O' CO c -> H c u JZ > c ^i H C f? c r. -- 4~> 4a *n 1 C. r- A C a-l n t. ~D c p O o ocC TO --' H o p. 3 c u V *r-> o J2 t. o r.. o ri r~i d Pi c, d a 3 sz 4-> rH ai >> C U -C w c XJ o a-> O C O "H Pi CO <c H X O XZ Pi JC o0, n. H6 t- d 3 ah h a > X a; C a-^s -------, H o r-f c\ m O >wa ----v^a Pi E-. o Pi *H H V> Ci C *H Pi V> s: Vi HO Cl E-* < C*a iH iO d o H Pi Pi d -P o 55 a--V *H Give the 'name and address of each company *'i purchasing 1,000 tons or more of phosphate rock from Davison In the x'ertlllzer years ending June 30, 1951-1954, Inclusive, Name and address of companies purchasing 1,000 gross tons or more of phosphate rock from Davison, as Indicated by (x), during each year ended June 30, as follows: (See next page) 10016760 fot* 3fc*rc-'2w'v-***' ..... E. 11 ?<duPont deNemour3 & Co., East Chicago, Ind. The Farmers Fertilizer Co., Columbus, Ohio Fertiliser Manufacturing Cooperative, Baltimore, Md. Grovers Fertilizer Cooperative, Inc., Lake Alfred, Florida Illinois Farm Supply Co., Chicago, 111. Indiana Farm Bureau Cooperative Assn..Inc.. Indianapolis,Ind. International Ore & Fertilizer Corp., New York, N. Y. Jackson Fertilizer Company, Jackson, Miss. Mathieson Chemical Corp., Baltimore, Md. Monsanto Chemical Co., St. Louis, Mo. Ovens Phosphate Co., Bloomington, 111. A. F. Pringle & Co., Inc., Charleston, S. C. Schrock Fertilizer Service, Congerville, 111. Southern States Phosphate & Fertilizer Co.,Savannah, Ga. Svift & Co., Chicago, 111. (a) Thurston Chemical Co., Joplin, Mo. X X X XX XX XX XX X X XX XX X XX XX X XX X~ X X. X XX X XX XX XX XX XX X XX (a) Acquired by V. R. Grace & Co. October 15, 1953 1001<S?81 Question 9 . (b) Give the name and address of (i) each company purchasing 500 tons or more of superphosphates, and (ii) each company purchasing 250 tons or more of triole-superphoshates from Grace during each oi the fertilizer years ending June 30, 1951-1954, inclusive. Answer: Name and address of companies purchasing from Grace (excluding Davison) 500 tons or more of superphosphate, as indicated by (x), during each year ended June 30, as follows: Armour ic Co., Chicago, 111. Consumers Coop. Assoc., Kansas City, Ko. Curry Chemical Co., Scotts Bluff, Neb. Farm Belt Fertilizer Co., Kansas City, Mo. Swift Co., Chicago, 111. 1951 X X X 1952 X X X X X 1953 X 1954 X l00ld?82 fer- ' Kansas Louisiana Minnesota Missouri North Dakota Nebraska Oklahoma South Carolina South Dakota To tal 67, OU 61,2^8 34,560 20,386 Note: (1) Quantities minor in amount sold to customers included uncter "Other Fertilizer Materials" in answer 10 Question 10. Triple Superphosphate - No manufactured material was sold to customers. Purchased material for resale is included as "Other Fertilizer Materials" in answer to Question 10. Dollar amount of sales by 3tates is not available from company records. Question 9. (d) Please submit the same information outlined in 9 {a), (b), and (c) for Davison Chemical Corp. for the same.periods. 1001 <*,783 by (x), dazing each year ended June 30, as follows: Agricultural Products Corp., Uebster City, Iowa American Agricultural Chemical Company, Hew York, H. Y. Apco Fertilizer Co., Halls, Tenn Apothecaries Hall Company, Waterbury, Conn. Armour Fertilizer Vorks, Hew York, N. Y. Atwater Company, Locke, H. Y. Bartlett & O'Bryan, Owensboro, Kentucky Baugh & Sons Company (The), Baltimore, Md. Bone Dry Fertilizer Company, Richmond, Va. Bunge Corporation, New York,N.Y. Canada Packers, Limited, Toronto, Canada \35\ 1351 1313 X35A X XX XX XXXX X XXXX XX X XXX X XXXX XX XX 10014784 fW jerative Fertilizer^Service of f^'Baltlmore, Inc.,Curtis Bay,Md. 'Cooperative Fertilizer Service, Inc.(of Richmond),Richmond,Va. Comland Plant Foods, Grinnell, Iowa Cumberland Valley Cooperative Assn., Shippensburg, Pa. Curtis, C. Roy 5c Sons, Inc., Marion, Hew York Dorchester Fertilizer Company, Cambridge, Maryland Eastern Slates Farmers Exchange, York, Pennsylvania Farmers Fertilizer Vorks, Elisabethtown, Pennsylvania Farmers & Planters Company, Salisbury, Maryland Farm Bureau Cooperative Assn., Inc., Columbus, Ohio Farmville Oil & Fertilizer Company, Farmville, North Carolina Fertilizer .Manufacturing Cooperative, Baltimore, Md. GLF Sell Building Service, New York, N. Y. Graham, A. D. i Co., Somerset, Pc. Hampstead Fertilizer Company, Hampsteaa, P.d. Hardy, K. v;. u Co., Inc., New Yor-: , N. Y. Houston-Cu1vor Fertilizer, Inc., Seaforc, leiaware K * k ' ./N V% " "e-VS A*'J. - e vt * V^*" i - tt%%Z^.r::. , :H^TyOTi^^onpanyI?bfl:C^a5^Eimlteai ,, i ^CorS^M^Ontario^Ca^cLi^^^^llMx ^.,viCo^ *.Intorn-at- iJ&J -' 'K'^Jov&^raxn''Supply.. ^oV^DesjMbinaa^^; . ' &r Island Fertilizer Co.,Ltd.(The), Charlottetown, P.E.I., Canada .. Kane Import Corp., Hew York, N.Y. Keller Fertilizer Co., Xork, Pa. Kentncky Fertilizer Works, Winchester, Kentucky Lancaster Bone & Fertilizer Co., Quarryville, Pennsylvania Lebanon Chemical Corp., Lebanon, Pa. Lilly, Cha3. H. & Co., Harbor Island, Seattle, Washington Lincoln Service & Supply Co., Grand Island, Nebraska Miami Fertilizer Company, Dayton, Ohio Miller Chemical Corp., Charles Town, V. Va. Miller Chemical & Fertilizer Corp., Whiteford, Maryland Misner Seeds & Fertilizer Ltd., Port Dover, Ontario, Canada National Fertilizer Co., Des Moines, Iowa Olds & Whipple, Inc.,Hartford, Conn. Organic Plant Food Company, Lancaster, Pa. Pioneer Phosphate Company, Des Moines, Iowa Price, W. V., & Co., Inc., Clayton, Del. Ram3burg Fertilizer Company (The), Frederi, Maryland Head Bros. Fertilizer, Limited, Elmira, Ontario, Canada x Rogers & Hubbard, Portland,Conn. x g S-'-CFfhf Wl mmk *- . .!.` X . ,.: 1 :>. ffiSWaHfes&p?' X X X 1001<j?e6 ..... . |Ingersoll, rOntario,i Canada^ . Fertilizer/Company, Inc., *>. Baltimore, Md. . - Sumners Fertilizer Company, .'- Grand Forks, North Dakota ` " Swift & Co., Plant Food Div., Curtis Bay, Baltimore, Md. Thomas & Company,Gaithersburg,Md. Thomas, I. P. & Company, Camden, M. J. Tilghnan, Wa. B., Co., Salisbury, Md. Tyler Grain & Fertilizer Co., Wooster, Ohio Dnited Coop, of Ontario, Toronto, Ontario, Canada Vallient Fertilizer Co., Laurel, Del. Valley Fertilizer & Chemical Co., Inc., Mount Jackson, Virginia Virginia-Carolina Chemical Corp., Baltimore, Md. Westminster Fertilizer Company, Westminster, Md. Witts Fertilizer Works, Ltd., Norvick, Ontario, Canada Woodward & Dickerson. Inc., Philadelphia, Pa. York Stone & Supply Co., York, Pa ... * wT'/? X : : X xXX X XX xxx XXX XXX XXX XX XXX XXX XX XXX % - S-. V r . 'i X X X X X X X X X X Xi 50,%IU^ jj^Qdebee* P '?; ..... Minnesota Farm BureaufsVinrice CoVi;-StS^Paul^fMinn.' 44;`:h:<Waco Fertilizer Co.?. (W.' Va.), Joplin,; Missouri* '. ^Schrock Fertilizer'Sorvice, Div. Schrock Bros. Co., Congerville, Illinois Summers Fertilizer Co., Inc., Baltimore, Md. - (c-1) Superphosphate sales tonnage in each state for the years ended June 30; State Alabama Connecticut Delaware Georgia Illinois Indiana Iowa Kansas Kentucky Louisiana Maryland Massachusetts Michigan Minnesota Mississippi Missouri Nebraska New Hampshire New Jersey New York North Carolina Ohio Pennsylvania South Carolina 1951 80 68 137 73 398 818 6^647 1,253 7,692 911 1,322 79 1,171 1,250 892 1,736 386 5 277 5,828 50 1,535 6,275 38 1952 89 193 95 26 610 951 6,982 1,298 8,857 660 946 65 1,847 330 599 1,635 372 - 384 6,118 16 1,825 6,225 27 ntinued) S3 536 128 44 38 95o 582 6,821 1,681 9,895 848 912 74 3,353 124 482 1,036 611 31 361 6,466 10 1,4H 4,437 Ot 1954 293 105 47 33 695 k7 4,672 976 7,28k 825 906 47 2,114 95 316 343 342 28 305 2,272 20 1,363 3,246 120 1001 789 {c--li) Triple superphosphate sales, other than those enumerated under 9 (a) and (b), are Insignificant and represent resale of purchased materials. Thi3 tonnage has been Included under "Other Fertilizer Material Sales" in answer to Question 10. Dollar amount of sales by states not available from company records. Question 10. (a) Show Grace*s total sales (in tons and dollar . value) of other fertilizer materials by states for each of the fertilizer years ending June 30, 1951-1954 inclusive. Answer; Sales of Other Fertilizer Materials by States (Tons) for Fiscal Years Ended June 30; Minnesota.; Missouri Nebraska North Carolina North Dakota Ohio Oklahoma South Carolina South Dakota Tonne ioee Texas Vir-inia TOTAL 58,129 68,751 800 68,850 6k,082 Dollar amount of sales by states not available from company records. Question 10. (b) Please submit the same information for Davison Chemical Corp. for the same period*. vnswer: Sales of Other Fertilizer Materials by States (Tons) for Fiscal Years Ended June 30: Iova ' Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Mis souri Nebraska Hew York North Carolina Ohio Pennsylvania South Carolina South Dakota Tennessee Texas Vermont Virginia Vest Virginia Total 24,02.4 31,100 3:<.4Q6 Dollar amount of sales by states not available from company r- >rds. *00l6?9l * Iova Kansas': Missouri V Nebraska Oklahona South Dakota Minnesota Illinois North Dakota Lavrence. Kans..Plant Iova Kansas Missouri Nebraska Oklahoma South Dakota Minnesota Illinois North Dakota Trenton. Ho.. Plant Arkansas Iova Kansas Missouri Nebraska Oklahoma South Dakota Minnesota Illlnois North L.-kota 5 29397,394 15,533 49,175 128 3,107 525 440 - " 7,709 9,608 47,314 624 4,017 201 127 65 -- 30 3,735 4,075 30 20 - -- 1,455 6,122 7,738 - - 55 455 80 80 __ _ --- ------ - 6,348 8,193 203 3,813 35 66 20 -- 1^7,641 -^'6i772- >8,361 ?0 307 5,15? 196 214 _ 63 2,518 6,928 3,467. 90 -- 220 134 -- 15 2,204 6 -- -- -- - 6,899 9 13,998 - - 52 40 29 - 778 8,844 1,604 17,913 332 1,116 547 404 1SS 40 (Continued) 1OOI4792 Minnesota Barth Dakota Texas 114 Charleston, S. C., Plant Georgia South Carolina 100 25,646 Findlay, Ohio, Plant Indiana Michigan Ohio 300 10,652 Fort Fierce, Fla., Plant Florida 18,223 Jacksonville, Fla., Plant Florida Georgia 41,919 290 Spartanburg, S. C., Plant Georgia North Carolina South Carolina 1,750 2,663 3,405 Wilmington, H. C., Plant North Carolina South Carolina 33,954 5,617 Naco (Calif.) - 3 plants Arizona California 780 16,072 Total 273,319 ^ w 76 12,1*29 6,672*?;? ' .............. 84 ; . ; ius - ' 205 - 100 31,482 100 23,027 186 23,697 430 i,4oo 15,182 691 2,488 15,204 ' 739 2,278 17,330 31,792 32,473 39,731 31,270 3,593 30,982 2,226 23,479 4,238 987 3,584 4,572 1,009 3,663 4,673 251 3,425 3>M7 35,231 -7,750 33,477 6,311 27,927 6,557 385 18,541 296,703 259 15,043 2?3,363 202 12,914 285,583 Dollar amount of sales by states are not available flromcompany records. 100J 6793 >v,'. Baltimore.Md. ." Plant Connecticut Delaware Florida Maine Maryland Massachusetts New Hampshire New Jersey New York North Carolina Or. in Pennsylvania Vermont V1rginia est Virginia Washington, D. C. 26 18,934 369 935 3,981 Columbus. Ohio.Plant Indiana Kentucky Michigan Ohio Nashville.Tenn..Plant Alabama Kansas Kentucky Mississippi Missouri Tennessee 4,815 613 18,743 41,708 9,784 1,399 26,288 635 1,930 50,048 5,722 1,002 23,637 51,231 9,846 1,707 33,882 598 2,544 56,147 New A1banv.Ind.,PI ant Illinois Ind i ar.a Kentucky 3,933 41,808 14,105 3,928 48,147 17,531 (Continued) 5,890 577 7,825 60,240 9,188 1,920 23,500 532 2,517 43,709 5,507 199 5,625 66,922 Vs 8,395 2,523 19,490 324 1,410 35,660 3,836 50,798 14,717 6,443 52,448 14,399 *0l6?94 785 ' 6,195 Savannah. Ga. Plant Florida Georgia North Carolina South Carolina Lansing. Mich.. Indiana Michigan Wisconsin Plant Total 40 18,474 1,463 6,990 20,975 484 7,071 18,623 201 7,631 16,981 81 7,287 41,310 84,208 3C5 87,748 222. 478.651 478.384 Dollar anount of sales by states not available froa company records. 1. Material: Nitrogen Spencer Chemical Co., Kansas City, Mo. Balfour, Guthrie & Co. San Francisco, Calif. Allied Chemical 4 Dye Corp., Nev Ii. Y* $1,064,931 737,027 557,635 2. Material: Phosphate Bock American Cyananid, New York, H. Y. International Minerals f: Chemical Corp., Chicago, 111. The Davison Chemical Corp., Baltimore, Maryland 273,311 135,231 97,131 3. Material: Superphosphates Armour & Co., Chicago, 111 Wilson & Geo. Meyer & Co. San Francisco, Calif. International Minerals & Chemical Corp., Chicago, Illinois 413,309 125,879 63,252 4. Material: Triple Superphosphates Bradley & Baker, New York, H. Y. U. S. Phosphoric, New York, N. Y. Wilson & Toomer, Charleston, o. C. 428,539 95,475 27,063 (Continued) 20.1 13.9 10.5 54.1 25.7 19.2 56.O 17.1 9-2 71.8 16.0 4.5 10014796 - International Minerals & Chenlcal Corp.f Chicago, Illinois Potash Company of America, Washington, D. C. 6. Material; Phosphoric Acid Westvaco Chemical Co., Lawrence, Kansas 7. Material: Other Fertilizer Materials V. P.. E. Andrews Sales, Inc. Philadelphia, Pa. Tennessee Corp., New York,*N. Y. Mangco Corp., Baltimore, Md. 8. Material: Sulphate of Ammonia Phillips Chemical Co., Kansas City, Mo. Gonzales International Corp., New York, N. Y. H. J. Baker, New York, N. Y. 9. Material: Sulphuric Acid Ozark-Mahoning Co., Tulsa, Oklahoma Atlas Powder Co., Joplin, Mb. .i't > 171,456 "I i 109,578 '' > 18.4 11.7 196,611 100.0 40,699 33,374 21,488 156,486 106,362 95,595 330,736 214,786 21.7 17.8 11.5 24.4 16.6 14.9 60.6 39.4 * 001 <5797 ^ hie aon^'Co^^, jBiStiaore #" Jfa'&$^. Spencer Chesieal Company, * ^Kansas City, Mo. $1,280,187 1,049,559 763,252 2. Material: Phosphate Rock International Minerals & Chemical Corp., Chicago,111. Aaerican Cyanamid, Hew Tork, N. X. Swift & Co., Chicago, 111. 134,811 42,768 7,344 3. Material: Superphosphates Southern Fertilizer & Chemical Company, Savannah, Ga. Swift & Co., Chicago, 111. Indiana Farm Bureau, Indianapolis, Ind. 131,181 98,592 18,079 4. Material: Triple Superphosphates U.S. Phosphoric, Hew fork, N. I. 568,597 Armour St Co., Curti3 Bay, Md. H. T. Baker Sc Bros., 114,274 Hew York, N. X. 11,090 5. Material: Potash Potash Company of America, Washington, D. C. Ashcraft-Vilkinson, Norfolk,Va. Southwest Potash Company, Hew York, N. X. 543,362 452,446 295,201 6. Material: Phosphoric Acid Western Electric Co., New York, N. I. Monsanto Chemical Company, New Tork, N. Y. Shea Chemical Company, Baltimore, Md. 367,644 215,301 73,741 71.5 22.7 3-9 51.2 38.5 7.0 67.3 13.5 1.3 17.8 14.8 9.7 10 55.8 32.7 11.2 (Continued) . "Pittsburgh,' Pa. j:" 1:7 Jones 4 Laughlin Steel Co., Pittsburgh, Pa. Bethlehem Steel Company, Baltimore, Md. , 501,515 ^-28.9 168,703 9.7 144,863 8.3 9.Material: Sulfuric Acid E. I. duPont deHemours, Inc., Vilmington, Del. Consolidated Chemical Indus- tries, Inc.. Houston,Tex. Tennessee Corporation, Atlanta, Ga. 1,356,946 492,871 391,160 >1.3 11.4 9.0 (II) The capacity for urea for this plant is 150 tons per day. (iii) No other nitrogeneous materials are produced. Question 13. (b) Show the monthly production (in tons) of each of these products since beginning operations. Answer: The monthly production for anhydrous ammonia and for urea since the plant commenced operations was as follows: December 1954 January 1955 February 1955 March 1955 April 1955 May 1955 Anhydrous Ammonia (Tons) 773 6,318 6,851 7,160 8,277 6,328 Urea (Tons) 9U9 10016800 anhydrousramnbrila are approxiinatlyV39,000 tons and it is possible that up to approximately 10,000 tons of this requirement can be supplied from the Woodstock plant. There have been no sales to date to Davison. Davison's requirements for urea for use in manufacturing mixed fertilizers is almost nil. However, arrangements may be made wherein Davison will market as a resale material some of Grace Chemical Company's output of prilled urea. No firm commitments have yet been made along these lines and no sales of urea to Davison have yet been made. Question 13. (d) Show the quantities (in tons) of each of these products which will be available for sale to other fertilizer mixers. Answer: It is estimated that approximately 25000 tons of urea and 5000 tons of aranonia will be sold per annum to other fertilizer mixers. 10016801 (i) Superphosphates :;:vj v'l (ii) Triple Super phosphates (iii) Sulfuric Acid (iv) Phosphoric Acid Feb. 1954 Jan. 1954 Jan. 1954 200.000 tons - 45% P20c ! 2 4190.000 tons - 100% H BO. ---------------------------------- -- 96,000 tons - 100% E^PO^ Question Answer: (b) Show the monthly production (in tons) of each ^ J these products since beginning operations. Monthly production of triple superphosphate since beginning operations: Month February March 1f9 54 April n Kay w June n July tf August n September W 0 ctobe r ft November tl Deconto r ft January ret rua ry 1n955 V. a rcr. n r r1. i n .-.ay 11 Tons 997 5,635 7,075 13,251 10,108 10,435 17,249 14,069 19,771 11,535 16,346 11,388 16,284 14,091 15,242 21,094 l00l6802 ypzgsz* Answer: |M l |Showfor|eachf6rade|of^|tfiesev'pro ducts]g( |qiaajitIty4;usedMix^the|operati6ns of fChe ml ca l-Co rp^f( operations of Wi R. quantity already committed on long- term`iwjritracts with other companies (giving the names'and^f: addresses of the contracting parties), contract commitments (in tons), the date of expiration of each contract and (iv) tho quantity available for all other sales. Name the patents under which the plant is operating. Under normal conditions, it is estimated the production of triple superphosphate ill be distributed in the following manner: (i) For use in operations of plants formerly owned by The Davison Chemical Corporation (li) For use in operations of (plants formerly owned by Naco (W. Va.) and Thurston)W. R. Grace & Co. (iii) Committed on long-term contracts Expiration of ____ Contracts Farm 3ureau Coopera tive Association, Inc., Columbus, Ohio June 30, 1959 Farm 3ureau Services, Inc., Lansing, Mich. June 30, 1959 Illinois Farm Supply Company (Inc.), Chicago, 111. June 30, 1959 Tons 63*h-00 5*000 Tons 16,000 18,000 1Q01A803 17,500 jiieiria'tlng'i^ J$X2)See Note?lr^An^w6Kjl4. (b) relative f to other product a * produced at this = plant {sulfuric-acidvand phosphoric acid). rv - Question 15. (a) Show total capacity, total production, and total sales for each of the following products:(1)synthetic cracking catalysts, (ii) silica gel, (iii) silicofluorides, and (iv) sodium silicate. Answer: (Dollars in Thousands) Fiscal Year Ended June 30, 1953 Product Total Annual Capaoity (i) Synthetic Cracking Catalyst 69,500 (ii) Silica Gel 12,500 (iii) Silicofluorides (A) (iv) Sodium Silicate Glass 94,500 Total Production Total Sales 47,944 9,847 3,724 $13,645 5,158 927 7,098 (B) (See Following Page For Notes) 10014804 i |Qae stlori-l5<Jf Cti * ' A\v vfcsf. __......................... 'Give the names and addresses of the^! 10 largest purchasers from Davison of each of the following products: (1) synthetic cracking`Catalysts', (11) silica gel, and (ill) silicofluorides. Specify the value of purchases by each of these customers during 1953 Answer: Poliowing are the 10 largest purchasers from Davison of each of the products as indicated and the dollar value of such purchases by each for the year ended June }0, 1953:(i) (i) Synthetic Cracking Catalysts 1. Atlantic Refining Company Philadelphia, Pa. 2. Esso Standard Oil Company, New York, N. Y. 3. McCall-Frontenac Oil Company, Montreal, Quebec 4-. Standard Oil Company of Ohio, Cleveland, Ohio 5. Pan American Refining Corporation, New York, N. Y. 6. Shell Oil Company, New York, N. Y. 7. Standard Oil Company of Indiana, Chicago, Illinois 8. The Texas Company, New York, N. Y. 9. Cities Service Refining Corp., Lake Charles, Louisiana 10. Cities Service Oil Company, Bartlesville, Oklahoma Total ,00J.905 $ 1,322,036 5,304,238 352,059 27,59)1 675,114-1 520,091 235,607 373,722 178,348 6-: 6,729 $10,355,571 aft |?r-5i ;f{: E ??-Xvf<i'i3>Snt^ie^'jremours*. C6^%Cnc^?J rTrTr,g^'^-M^Pe trpraBiachSI&8ga^^ r.W'--S*v*-VWVjA Jiffy -fl~:Bi^s^a3^t*f#l*tS<2;7^18%7v1'%v - ;\ ;^! P$#^---.- 8. Mine Safety'Appliance Co., f '' 'T.: ;.*^"^ I1; >.-':? 2233,768 y;7. V t ,,..- . Pittaburghi Pa. ' ; < ; -- '"v >n'"' 9. Mueller Brass Congjany, ^ ) 21,667 Port Huron, Michigan 10. Sani-Smoke, Inc. 27,91k Sew York, N. Y. Total $ 1,202,466 {1ii) Silicofluorldes 1. Henry Sundheliner Company, New York, N. Y. 2. Ceramic Color & Chemical Co., New Brighton, Pa. 3. Bendlx Aviation Corporation, Teterboro, Sew Jersey 4. Collins St Aikman, Philadelphia, Pa. 5 Pemco Corporation, Baltimore, Md. 6. Kraft Chemical Corporation, Chicago, Illinois 7. McGean Chemical Company, Cleveland, Ohio 8. Moreland Chemical Company, Spartanburg, S. C. 9. The Opalco Laboratory, McKeesport, Pa. 10. Lehigh Valley Chemical Company, Easton, Pennsylvania Total $ 396,222 56,878 13,976 17,836 48,354 15,663 99,069 12,128 13,132 21,911 $ 695,172 ,0'<S80<!  u J'* . - ` X-.T.' v*.;: joinp etltbra^c^ ijjtfcea tegorlesfusted^ (with' the 'eo^eti'tlfoJErolactfli iot^ eadi^wainjany^^^^U^-' aadlcatedw-^whenf55KHpSaK^Ml-^;tM^J^WHB^^^^,%^^o. ., *--a***' -..., - . jWj^-^it.- -~t .IcV, -% -JA^:-^1~. . ;* &x&& American Cyanamid Company i "Aerocat" Fluid Cracking Catalyst (Synthetic) "Triple A" " "; " "- ''Ultra" Forming Catalyst " National Aluminate Company "Nalcat" Fluid Cracking Catalyst (Synthetic) Morton Salt Co. Fluid Cracking Catalyst (Synthetic) Filtrol Corporation "ST?" Fluid Cracking Catalyst (Clay) n Qn ti n nn (11) Silica Gel a) Protek-Sorb Packaging Desiccant Eagle Chemical Company - silica gel and clay desiccants Culligan, Inc. - clay desiccants Filtrol Corporation - clay desiccants b) Bulk Desiccants Aluminum Company of America - activated alumina Socony-Vacuum Oil Company - activated silica/alumina c) Fine Silicas Monsanto Chemical Co. - Santocel Columbia-Southern, Division of Pittsburgh Flate Glass Co. - HiSil _ iooi^807 Attapulgus Clay Company - Atta Sorb (Napalm Thickener) Philadelphia Quart* Company, Philadelphia, Pa. Grasselli Chemical Division of E. I. duPont deNemours & Co., Inc., Wilmington, Del. Question 16. Answer: Give the correct corporate title, the mailing address and the state and date of incorporation of the Dewey & Almy Chemical Co. The correct corporate title prior to the merger was Dewey and Almy Chemical Company. The mailing address of Dewey and Almy Chemical Company is 62 Whittemore Avenue, Cambridge I4.O, Massachusetts. Dewey and Almy Chemical Company was incorporated in the state of Massachusetts on June 12, 1919. 10016808 merger. (b) Attached as Exhibit XI Is a copy of the annual reports of Dewey and Almy Chemical Company for the years 1949 through 1953# the last five full years during which this corporation was in existence. No annual report was published for the year 1954 as the company had been merged with W. R. Grace & Co. (c) Attached as Exhibit XII Is a copy of the latest product catalogue for Dewey and Almy Chemical Company. (d) Attached as Exhibit XIII Is a copy of Dewey and Almy Chemical Company's most recent registration statement as amended dated May 1951. Dewey and Almy Chemical Company's most recent prospectus was also issued in May 1951 ana is incorporated in the registration statement. 1001680? Answer: 4'-'.V ...... . ..... v; ... _ The properties acquired by W. R. Grace & CoV as a result of the merger with Dewey and Almy Chemical Company are as follows: Securities and Investments Interest In American Synthetic Rubber Corporation, a Delaware corporation; interest in International Machinery Corporation, a Belgian corporation; 100$ interest (except for qualifying shares) in the following foreign and domestic corporations which were formerly subsidiaries of Dewey and Almy: Dewey and Almy, Company, Dewey and Almy Inter-American Company, Dewey and Almy Overseas Company, (all domestic companies); Dewey and Almy Chemical Company of Canada, Limited (Canadian company); Dewey and Almy, Limited (British company); Dalex, Limited (British company); Dewalco S.A.R.L. (French company); Darex 10O1<S8jo Italiana S.p.A. (Italian company); Dewey and yiThe plants acquired are listed In answer to question 18 (b) below. Equipment The equipment acquired was the machinery, furniture, fixtures, supplies and the like that the plants referred to in question 18 (b) below were equipped with at the time of the merger. Distribution Properties No distribution properties were acquired. Question 18. (b) Identify and locate each plant (establishment) acquired and list the products or productlines of each. Answer: Each of the plants acquired by W. R. Grace & Co. as a result of the merger with Dewey and Almy 10OI68II Chemical Company and the products of these plants are listed on the following page: rj^wv t 6. Plant at Cedar Rapids, Iowa. Products manufactured: plastic (CRYOVAC) products. 7. Plant at San Leandro, California. Froducts manufactured: sealing compositions, construction specialties, adhesives. 8. Plant at LaSalle, Montreal, Quebec, owned by Canadian subsidiary. Products manufactured: sealing compositions, shoe products, construction specialties. Soda Lime, adhesives. 9. Plant at London, Ingiand, leased by British subsidiary. Products manufactured: sealing compositions, adhesives, construction specialties. 10. Plant at 3pemon, Prance, owned by French subsidiary. Products manufactured: sealing compositions, construction specialties, adhesives, Soda Lime. 11. Plant at Naples, Italy, owned by Italian subsidiary. Products manufactured: sealing compositions, construction specialties. 12. Plant at Melbourne, Australia, owned by Australian subsidiary. Products manufactured: sealing compositions, plastic (CKYOVAC) products, adhesives. Soda Lime. 13. Plant at Quilnes, Argentina, owned by Argentine subsidiary. Products manufactured: sealing compositions, construction specialties, adh-'.lve.;, .Vxia Lime. lb. Plant at Leer.;1 in, Brasil, leased by Brasilian subsidiary. Tnis plant -as not in operation at the time of the merger. Present products manufactured: .ealing compositions. officers of the Division. It is not contemplated at the present time that any of the operations of the Dewey and Almy Chemical Company Division will be Integrated into any of the other operations of W. R. Grace & Co. or its subsidiaries. Question 20. Answer: Identify and locate each of the plants (establishments) of your company and each of its subsidiaries manufacturing products listed in answer to question 18 (b). W. R. Grace & Co. and subsidiaries do not manufacture any of the products listed for Dewey and Almy Chemical Company under question 18 (b). 10C 6813 k' 2. In regard to battery separators -- U. S. Rubber, Owens Coming Fibre Glass, Pittsburgh Plate Glass, Texon Inc., and American Hard Rubber Company. 3. In regard to organic chemicals -- all cftemical companies, including du Pont, Monsanto, Hercules, and Dow. 4- In regard to plastic (CRYQVAC) products -- the manufacturers and converters of plastic products, of which there are a great many, including such representative companies as du Pont, Dow, Goodrich, Visking, and Continental Can. State your reasons for the acquisition. IOOKS8I4 v.. * |||pt' '-:\- V^"3---- )>* ^ ., _,,,,......... _... K3tg|the:product3goggproduct~llneafbmtK .Gracegandgbubsldlarlea _ ->iollar^vlax^^^^hiaVp^c^aeail)" pi;.; eTJLlii^<^eiidcai:fcS1^M^^2) x*k$ili^sox&ce. _Jo^|eai^3prqduct^6i^f^uctCllna|^3tedMilK>wj |aiab tthe do liar :>alue^>f;^sal s'^bySthefDewey] |gAl^-ii.Chemlcal ;Co^3jStl^;^^W^^g^ >' ;"Cvv' < . g^i^v?:^^P^^iiwodttced by Dewey;wadfAlnyfc^^cal^Co^^^^ !2?* .' v '' will be used by W. R. Grace or subsidiaries^ except in negligible amounts. Sales by Dewey and Almy Chemical Company to W. R. Grace & Co. and subsidiaries in 1953 were as follows: Sealing Corapoun :s Adhesives Printing Products $ ?66 U5o 1,696 In view of the negligible amounts involved It Is not felt that dollar value of Grace's purchase of these materials from all sources Is pertinent. Such Information Is not available from company records. For similar reasons total dollar value of sales by Dewey and Almy Chemical Company of these products is not felt to be pertinent. 10016815 countries In South America. The goods manufactured are largely basic items such as textiles* flour* cement* paint* sugar* etc. It became apparent to the management after the war that in order to bring more complex highly developed know-how to South America, it was absolutely essential that W. R. Grace Jc Co. have a technical staff in the United States. Since the company was In so many chemical process industries in South America paper, paint, sugar, etc. - the chemical industry was the logical activity to provide progressive know-how to South American businesses. Chemistry is a broad field, basically organic and inorganic. The company having acquired know-how In the inorganic field felt it needed organic and specialty chemical know-how in order to achieve additional diversification and to broaden -ii if - 94 - '$%&$? <%', JDV'' ........ _ , %'s- .15-'1^' ,, ' J$V/./:%:;,-i r; ca1.-know-how in connection with further-'. - :America. ' The opportunity to '. - - , ,- jjraarge^irl.jth\Dewey and Almy Chemical Company . .. eSJ!anffideal opportunity to do this as ^ V? As|% 'iJewoy;:and Almy had been developing and manufacturing various- lines of chemical products, none of which< o , i*.V - . '- ;. vaafsimilar to products produced or sold by .;.:t 5 .o,I,;,-'/;. ,' 1- V.Vr^ Grace''& Co ~ * 'i- ;- - 'i ' The directors and the management were impressed by the sound organization, both from an operating and research viewpoint, of Dewey and Almy Chemical Company. The effect of the merger would be to make available to W. R. Grace & Co. the benefits of the know-how of Dewey and Almy* s management and of its well-developed and functioning research activities. 10016817 T77