Document LpwGYRmzNDaBQgZDx3n4122Gz

PITTSBURGH CORNING CORPORATION PITTSBURGH, PENNSYLVANIA , HI NOTES CF THE MEETING CF THE BOARD CF DIRECTORS HELD AT ROLLING ROCK CLUB, L1G0NIER, PENNSYLVANIA _______ THURSDAY. JUNE 14. 1962 _____ asd The regular quarterly meeting or the Board or Directors or Pittsourch Corking Corporation was helo at the-appointed time and place on Thursday, June 1^, 1962. MEMBERS PRESET: Mr. Russell Brittingham, Mr. W. C. Decker Mr. D. G. Hill Mr. Amory Houghton, Jr. Mr. Ahory Houghton, Sr. Mr. Felix T. Hughes Presiding The minutes or the previous meeting, held March 27, 1962, at New York, New York, were approved. The President reported on the Net Sales ani Income tor the pive months ending May-31, 1962, ano also on the forecast ron the Entire year 1962. He noteo that orders RECEIVED ANO BACKLOGS TO DATE WERE DOWN POR GLASS BLOCKS BUT THAT F CAMGLAS ORDERS AND BACKLOCS WERE IHPROVED OVER THE PAST PEW MONTHS ANO OVER LAST YEAR. PLANS POR INCREAS ING THE DEHANO POR GLASS BLOCKS WERE DISCUSSEO -- NEW DESIGNS TO RE PLACED ON THE MARKET IN THE NEAR FUTURE AND BONUSES GRANTED THE SALESMEN FOR ADDITIONAL GLASS BLOCK ORDERS. The Cash Forecast for the next five months was discussed. It was noted that HEAVY DISOURSEHENTS WILL BE MADE IN THIS PERIOD FOR FEDERAL INCOME TAXES, DlVIOENOS, AND THE PURCHASE OF THE UNION ASBESTOS HIGH TEMPERATURE PIPE' COVERING FACILITIES. THE CASH ano Short Term Investment position should be very close to present balances at the end of October, 1962, ouc to heavy cash flow in the intervening months. The President recom- hendeo that consideration be given to the declaration of the regular cash dividend for THE SECOND QUARTER. AFTER A MOTION OULY MAIN-, SECONDED, AMD CARRIED, IT WAS RESOLVED, That there de, and hereby is, declared froh the SURPLUS PROFITS OF THE CORPORATION, A REGULAR DIVIDEND OF $12.50 PER Common Share for the Quarter end ini; June 30, 1962, payable on the 28th day of June, 1962, to holders of Rccono of such stock oh the 14th day of June, 1962; and the Treasurer is hereby directed and authorized to cause same to be paiu on the date specified. The election of Officcrs of the Corporation for the ensuing year was the next OROER OF BUSINESS. AFTER MOTION OULY MAOE, SECONDED, ANO UNANIMOUSLY CARRIED, THE following Officers were electeo to serve for the ensuing year or until their successors are elected: Russell Brittinghah Rooert E. Buckley Karl Bauhler Frank R. Maston ;Ralph E. Doehla .Evelyn A.; Heil Presioent Vice President - Sales Vice President - Manufacturing Secretary and Treasurer Assistant Treasurer Assistant Secretary The President reported on the status or the New Technical Center at Plum Borough. It was noted the Boaro hao granted approval to builo this Center and hao approved the suit or $961*000 eon this purpose. After review the estimated cost of the project was deter mined to BE $860,000, and an Appropriation Request was issued. As of May 31, 1962, EXPENDITURES OF $795,000 HAVE BEEN HAOE, WITH AN ADDITIONAL COMPLETION COST OF $55,000 required. The total cost of the project is expected to be slightly less than $850,000, OR 2.2% UNDER THE APPROPR IAT ION REQUEST. THE COST OF THE BUILDING ONLY WAS $21 .42 PER SQUARE FOOT. In conjunction with the move to the New Center, the Company assisted our employees IN THE SELLING OF THEIR HOMES AND MOVING TO PLUH BoROUGH. As OF MAY 31 WE HERE COMMITTED TO PURCHASE EIGHT EMPLOYEE HOMES OF WHICH FIVE HAVE ALREADY BEEN NEGOTIATED FOR. THE OTHER THREE HOMES WILL DE PURCHASED IN THE NEXT FEW MONTHS. TOTAL COST OF THE HOMES IS ESTIMATED AT $126,000 AGAINST THE ORIGINAL ESTIMATE OF $171,000. THIS DIFFERENCE IS DUE TO OUR NOT BUYING TWO HOMES. V/E HAVE SIGNED SALES AGREEMENTS ON TWO HOHES AND ARE WORKING ON THE REMAINING UNITS. The President discussed the New FCAMGLAS Process experimental unit. He recalled to the Board that this unit was a 2' wide unit which was to prove out certain manufacturing THEORIES FOR THE HANUFATTURE AND INSTALLATION OF 3' OR 4' WIDE UNITS IN SELECTED LOCATIONS HERE AND AOROAD. . , * TO DATE THERE HAVE DEEN SEVERAL HAJOR PRODLCHS THAT PRECLUDE THE COMPANY FRCH CONTINUING THIS EXPERIMENT--RAPID CORROSION OF THE CONVEYING DELT AND THE HIGH COST OF THE PARTING ACCNT NEEDED IN THE PROCESS, ALTHOUGH THESE PROBLEMS ARE FELT TO BE SURMOUNT ABLE OVER A PERIOD OF T IME_, THE EXPERIMENT HAS PROVIDED INFORMATION THAT CAN BE APPLIED TO 5*JR PRESENT PROCESS TO REDUCE THE COST OF F C4MGLAS MANUFACTURE. The President recommended that the Board consider the abandonment of the project and APPROVE THE WRITE-OFF OF THE REMAINING VALUE OF THE EQUIPMENT. Upon motion duly made, seconded, and carried, it was RESOLVED, That the New FCWMGLAS Experimental Process be TERMINATED AT THE END OF JUNE, 1962, AND THAT ALL UNABSORBED COSTS BE TAKEN INTO THE BOOKS AS OF THAT DATE. The President discussed the efforts being made to expand the European harket for FCAMGLAS Flat Block. He recalled to the Board that the Company hao started to ship THE PRODUCT TO EUROPE IN 1960 AND THAT IN 1962 SHIPMENTS ARE EXPECTED TO REACH 9,700,000 BOARO rECT. Due to high freight and duty COST from U. S. points, the delivered cost FROM a plant located in the Common Market or elsewhere in Europe would subs taut ially increase THE DEMAND FOR THIS PRODUCT AND JUSTIFY A PLANT THERE. The President PC TO have a partner in PARTNER WOULD DE. asked the Board to consider whether or this enterprise; and if a partner were not it would desired, who be better for the logical After discussion it was decided that further information should be assembled on POTENTIAL PARTNERS, DISTRIBUTION NEEOS, ANO ECONOMIC FACTORS. THIS WILL BE SENT TO THE J JOARD IBEFORE THE NEXT iBoARD MEETING SO THAT OISCUSSION CAN BE HELD THEN. W- w Thc Presioent recalled to the Board that in March he had reportec that hecoTIATIOH3 WITH UNION ASBESTOS ANO RUBOER COMPANY OF CHICAGO, ILLINOIS, FOR THE FURCHASE BY PlTTSOVnGH CORNING CORPORATION OF FACILITIES OF UNION ASBESTOS FOR THE PRODUCTION OF A HIGH TEMPERATURE INSULATION PROOUCT HAO BROKEN DOWN, ANO THAT AT THE MEETING THE Board authorized the Company to erect a plant for the manufacture of an asoestos base HIGH TEHPERATUREINSULATION PRODUCT. The President saio*that: (a) Very shortly after this Board heeting he had been REAPPROACHEO OY THE PRESIDENT OF UNION ASBESTOS WHO SAID THAT THEY WOULD BE WILLING TO SELL THEIR FACILITIES FOR THE MANUFACTURE OF ITS UNIBESTOS HIGH TEMPERATURE INSULATION PRODUCT FOR THE SUH OF $750,000; (B) IN HIS JUDGMENT SUCH FIGURE WOULD REPRESENT A FAIR PRICE FOR SUCH ASSETS; (c) THE PRINCIPAL RAW MATERIAL FROM WHICH UNIBESTOS IS MANUFACTURED IS AMOSITE ASBESTOS F10EN AND THAT THESE FIBERS ARE MINED III THE UtllON OF SOUTH AFRICA BY Cape Asbestos Company, Limited of Great Britain which prooucies 90-95% of the world's PRODUCTION OF AMOSITE; (o) HE HAD RECEIVED ASSURANCESFROM CAPE ASBESTOS COMPANY, LIMITED THAT IT WOULD BE WILLING TO SUPPLY PlTTSOURGH CORNING CORPORATION WITH ITS REQUIREMENTS OF AMOS I7E ASBESTOS FIBER FOR A PERIOD OF AT LEAST FIVE YEARS; ANO (e) HERECOMMENDED THE Board authorize the purchase by Pittsburgh Corning of the facilities of Union Asbestos FOR THE MANUFACTURE OF UNIBESTOS FOR THE SUM OF $750,000. After oiscussion, after motion duly ha^e, seconded, and unanimously carried, THE FOLLOWING RESOLUTION WAS ADOPTED: ^ WHEREAS, Union Asbestos and Rubber Company of Chicago, Illinois, HAS INDICATED TO PlTTSOURGH CORNING CORPORATION THAT IT WOULD DE WILLING TO SELL ITS FACILITIES FOR THE MANUFACTURE OF THE HIGH TEMPERATURE INSU LATION PRODUCT known AS UNIBESTOS, WHICH FACILITIES CONSIST OF ITS PLANT AND EQUIPMENT AT TYLER, TEXAS, ANO CERTAIN OF ITS EQUIPMENT IN ITS PLANT at Bloomington, Illinois, for the sum of $750,000; and WHEREAS, it would be desirable for Pittsburgh Corning Corporation TO PURCHASE these FACILITIES BECAUSE IT DOES NOT HAVE A HIGH TEMPERATURE INSULATION PRODUCT AND THE SUM OF $750,000 APPEARS TO REPRESENT A FAIR price For Union Asbestos' facilities for the manufacture of Unibestcs. NOW THEREFORE, be it resolved that the proper officers of this Company be, and they hereby are, authorized to enter into an agreement for, on behalf of, and in the name of Pittsburgh Corning Corporation with Union Asbestos and Rubber Company for the purchase by Pittsburgh Corning OF TIIE LATTER'S AFOREMENTIONED FACILITIES FOR THE MANUFACTURE OF UNIBESTOS TOGETHER WITH THE TRADEMARK "UNIBESTOS" FOR THE SUM OF $750,000. The President stated that when the assets of Union Asbestos and Rubber Company located in Tyler, Texas, are purchased, Pittsburgh Corning should qualify to transact BUSINESS UNDER THE LAWS OF THAT STATE AND HOVED THE FOLLOWING RESOLUTION WHICH WAS DULY SECONDED ANO UNANIMOUSLY ADOPTED: > BE IT RESOLVED THAT THE PROPER OFFICERS OF THIS CORPORATION BE, AND THEY HEREBY ARE, AUTHORIZED AND DIRECTED TO 00 ANY AND ALL ACTS AND TO HAKE, FILE AND RECORO ANY AND ALL DOCUMENTS REQUIRED OY LAW TO QUALIFY : 'THIS CORPORATION TO TRANSACT ,BUS IKZSS HI THE STATE OF TEXAS. 4633 -- -1 - . In connection with the raw hateriai. supply for the hich tehperature product, the President advised that a contract with Cape Asdestos Limited, London, England, was in the process of .being orawn up and that he would go To England in the near future, if necessary to finalize the contract. We will endeavor to negotiate a five-year convract, kenewaole ANNUALLY THEREAFTER, FOR OUR RAW MATERIAL NEEDS NO FURTHER BUSINESS BEING BROUGHT DEFORE THE BOARD, UPON MOTION DULY MADE, SCCONOEO AND CARRIED, THE MEETING WAS ADJOURNED AT 7:00 P.M. Frank.R. KastJn Secretary 4034