Document M4J50VVnkxak1Om6dyBarQeXL

A REGULAR MEETING OF THE HOARD OF DIRECTORS OF JOHNSMANVILLE CORPORATION was held in the offices of the Corporation on the 11th floor at No. 22 East 40th Street, New York City, on Wednesday, the 21st day of January, 1953, at 9:30 in the fore noon. quorum: The following Directors were present, constituting a Walter II. Aldriuge Henry C. ^oxander I. C. Raymond Atkin Alvin Brown A R Fisher H. E Manville, Jr. C. F. Rassweiler E. M. Voorhces la t-iie uDsence of the Chairman, C. F. Rassweiler, Vice Chairman of the Corporation, acted as Chairman of the meet ing and presided thereat and Herbert llorton Ball, Secretary of the Corporation, acted as Secretary of the meeting and kept the minutes thereof. A notice of the meeting and affidavit of mailing the same to all the Directors of the Corporation were presented to the meeting and, on motion, duly made, seconded and unanimously carried, were ordered filed with tne minutes of the meeting. In his Monthly Report, sliich was read to the meeting by the Vice Chairman, the Chairman advised that the officers of Johns-Manville Products Corporation proposed to expend $204,159 for the installation of a baghouse and the necessary equipment to provide a dust collection and ventilation system for the No. 11 Mill area and the Experimental Plant at Lompoc, California. He reported that the State of California Department of Industrial Relations had directed that 15 of the 35 known dust emission points be corrected within one year. This period had been ex tended because of the strike at Lompoc. He noted that during 1952 appropriations for improvement of dust conditions in the amount of $540 000 had been approved and that the Geoeral Engineering Department was working on a detailed study of a program which might involve additional expenditures of about $1 5 to $2 willion. He proponed to present the program to the Board at a later date After discussion it was the consensus that the pro posed expenditure by lhe Corporation's subsidiary wan Justified under the circumstances and it was recommended that the officers pr oceed i r rri'nr ji"ff ' * * ' ~ : n* Tr. iw-i-1 int! ai-o advised hv 'he Chairman Report . !.u ! !t,. .rfmat cm recommended i he expenditure f Si 0'J`? Jh.i *rr. ; r. SC t> 260 represented expense' for the 100252 6m installation of additional building facilities and a 4-wide production line for the manufacture of floor tile at Manville, New Jersey, simi lar to the facilities in operation at Yaukegan. The installation the report stated, would supply a forecasted demand and wonld reduce costs. It was estimated that the installation wou Id result in satisfactory net cost reduction savings and woul d provide a satisfactory return on average investment. The oificers of the Corporation recommended approval of the project. After discussion it was the consensus that the proposed expenditure was justified and the following resolution <s i"iduiwusiy adopted RESOLVED that the proper officers of the Corporation be, and they hereby are authorized and empowered to expend not in excess of approximalely 4>i.02U,2b3 for the construc tion of additional building facilities and the installation of a 4-wlde produc tion line for floor.tile at the Manville, New Jersey, plant of the Corporation. The Chairman's Report included a summary on the status of the Capital Expenditure Projects and the quarterly report of Completed Projects as of January, 1953, and likewise called attention to two additional appraisals of Investment return on completed projects and to the data on Division operations, all of which formed a part of the agenda -c the puasessiuu of me Directors. The President then read his Monthly Report, which presented latest operating results and a review of current developments none of which required action by the Board. Year- end figures were not available but the President provided the Board with an estimate as to the probable 1952 total of sales. He also reported that the average daily production rate in units of me Building Products Division during the year 1952 was the hignest in history being equa' to 200T of the 1941 rate. He called attention to the decrease lr. production of asbestos fibre during 1952 due to the low demand for Croup 7 at the be ginning of the year and a developing low demand for Group 6 during the end of the year The President's Report also noted that since the -rrtk.- .,ht iir-ent of labor at uompoc bad been at a n,,rh hicrner r,t.- tnan nnrl bee- anticipated that the is- pr oved Retirement Plar bad ben*1 made available to all plants . t:-' pt the Riuhr-onu Va-, Clerf and Y.-kega- plant- which had not approved t hr* cha-g*-- Att:.--e licit uj* - Retirement Plan c ha -ges we re being made aval'.**'1, t ., all employee- except t he re...* I v -v,rkcr- who-- bj*gair'in- r. pr*--e-ia! I v --- retused to i - ; - ne 1 1-ta-v - a;.; i ;. , : 1 r ag Stahl i >-a t ion Board t . i , r.r'r % a . 1- * : . .: * I ..........'nr n g(j et.p i ovee- the . ... p. . . *. ., . : to' 10 I 21' -hare- of 100252 .-VuiS-r -MI.---.--i ":-- **$:' " jgfflaf .rij-apy - -lock tinder the Employees ' Stock Purchase Plan at rage subscription price of $46, 14,776 of such shares had paid for in 1, and de! ivcred '.'it pr.-smtud the Chairman s recommendation cor pepsation of certain employees whose ir one-'- tvl $25 000 The Board unanimously - i i 'coos' nil a i ton and directed that appro- t m approval hi filed with the Secretary as n-u! ial hini.it vi 42 wilt.) r. 1 hi <' |T. . 1- o' No-.. i Limited r ' Til. : .a-t lty 1: : :h! . ..r l i'- - t |y !- Board thuf ai* e \p n ti 11 un quired for the right to rr. d , ... meeting that the Cnmrinn. deposit in northern British Columbia "nr development in which Turner & Manhattan Inc. have invested deposit was unknown but the quality it. polled inr the inlormation of the approximately $3,000 would be rea detailed examination of the area At the request of the Chairman, of the meeting, Alvin Brown summarized a report entitled "Forecast of Earnings, 1953", which formed a part of the agenda. He also called attention to the Treasurer's Cash Report, which listed bank balances as of December 31, 1952, the location of the depositories and the amount deposited in each The meeting was advised by its Chair a....* nu. me Retifo-ert*. Cd.umiiiee naa recommended certain amendments in the Retirement Plan of the Corporation, two of which were required by the l>. S . Bureau of Internal Revenue in order that the Plan might qualify under Section 165 of the Internal Revenue Code, and the third being a1- a-.e.ndme-.t to cover employees at the Fort Worth, plant acquired O-nlobei 6 1952. He explained the natuie of l ne- charge-- noted that the inclusion of the Fort Worth "m.p 1 o-.w.e-tai'. an additional cost on the part of t tu1 I't.TT p ,t n V '[ a pi : e\ l ,T .. t i; ly ?2H OdO .md prevented to the meeting t hi ip-port t : m Ft tiri-e-'t Committee dated January 13 1 9;V* t * wh 1 -'h report w<-r tta. i . .-ululiuns which, it adopted by t :.e Board would give ffect r-. the recommendations of the Cor -ill ee a- -e t tot t f. 1 trie repot t The Retirement Committee's ret'oit ircirn-ril. d that tb . R--' lr.-ment Plar be amended by elimi- rating Paragraph 2 ... Sect i fi amending Paiagrjpn 5 or Section -i to pr-.-v id.- tor lie -- ot r,i same ann..,itv ,i"if mortality i a l- .. - . - . i a . -...rTK'ip i't- w. i . ... e.l tor sab- part ict- P .1 - t - a - ! a ! i 1 ~ c . S T ion 2:' T t - - -vide f ' r tie' 1'.' !u.- 10.1 w- t . ru-l in > he Plar - a .1 i. r rif* RESOLVED thal Paragraph 2 oi Fiction 5 of the Retirement Plan of John*. -Ilanv i 1 le Corporation and s ubs ldiar ies> be and the hereby is cl it mated and RESOLVED that Paragraph 5 of Section 14 of said Plan be and the same hereby is, amended so that ac amended it will read as f o 11 ows "The Co-"ittii- r-hall f> time tr. i. ut. auupl r icii annuity mortality service and other table- a- it rav deem necessary for the operation of the Plan ard shall -iKe or approve all actuarial detera.ina t ions re quired in connection with the operation of the Plan. The Committee -hall adopt the same annuity and mortality table- for i email? participants as are adopted for male participants." RESOLVED that the following be and it hereby Is, adopted as Section 23 of the Retirement Plan of Johr--Maev11le Corporation and ? ubs i rlf o** ic'* "Section 23 - Employees at Fort Worth Plant With re-pect to persons who were in the employ of The Ruberold Co at its Fort Worth Texas plant o'' October 6 1952 and who have been conti"uOusly employed by Southern John- Rirville Products Corpoutior -i-ce that date a' Wherever the pnra-e "the date the Plan brco'i" i-(fi . ; " oi a phra-e of i liar in.port 1- used in t Plan i r. u I 1 n i n I r . 2 . - t da v J.i -uli V s :a * \ . mi* participants in the Plan on or before July 21, 1953, ip the discretion of ihe Com mittee to receive supple mental contributions pur suant to paragraph 1 of Sec tion 7 as well as pursuant to paragraph 2 -a) of Sec t 1 O" . " The Chairr.m of the -oetine presented proposed resolu tions whereby C.;rcuiatu. would guarantee the payment of all contract and other obligations or undertakings of its wholly-owned subsidiaries Trie Secretary explained tnat the proposed resolu tions were necessary e order that the whoily-owred subsidiaries of the Corporation might er. re a eoTiro-cta 1 credit rating. He informed the "..etr-a that the experience of the subsidiaries was that on occasions it had bee-> necessary to make cash deposits for the placement of orders for equipment since vendors had no means of checking the credit standing of the subsidiaries. Mr. Voorhees suggested that the proposed resolutions be re-examined to see If they could be limited to contractual obligations only, and the Secretary was instructed to see if the credit rating agencies would accept a limitation of tne guarantee and still Issue credit ratings to the wholly owned subsidiaries. There was presented to the meeting a report n* *he Profit Sharing Fund ?r.<j Steel; Cui chase Plan Committee dated January 19. 1953. containing the Committee's recommendations with respect to the establishment of a Profit Sharing Fund for 1953. Approval of the Committee t reco-imeodations would involve certain amendments of Confid""tla 1 Minute No. 39 and of the "Rules Relating to the Profit Sharing Plan" established by the Committee pursuart to said Confidential Mmute. Attached to the report were suggested forms of resolutions which, if adopted by the Board, would give effect to the recommendations so far as action by the Board was required in connection therewith. After discussion on motion duly made and seconded, the following resolution wei e unanimously adopted (Alvin Brown, A. R. Fisher and C F Rassweiler not voting' RESOLVED that Pai agrap,. 2 iiruis -No 3sf oamr-ded -n that a- follow- >f beet Ion I of Confidential a-'d tr.< same hereby is .i a~*'dd it shall read > 1 ; :it ; ........................ .... i'f idsnt 1 a 1 Mi - "P o. -hu: 1 -wan ihe . . ! v : 1- I'.l . ! Pi ' - - . s! V<- a I ! . S3 00 . . ......... Stork LlbOLVED that Paragraph ' rl ' of Section II ol Con f idee t la 1 Mit'uit ?9 h* a-d the * ame hereby is amended r < > to add at t hi e* d of said Paragraph (d) the wo; d. "a- d t V.. Pi s id< t " Kl .`-'OLVl'D tnat Paragraph g- of Jnl io- If of Confidential Min,,i i sL> 3 9 be and the van' hereby Is amended so thu as arnsded i' shall read as follows r.' LaC,. Hi. a n, ..1 group will receive a nan ol the portion of the "B" Fund . " 1 o n a t. ,1 re 111 v ii o " a 1 M a ~ a e ~ c - t , - o- n> i" proportion to the octn1',.: io" ol Tin Division to the success o', t ! 'not rat ion a>. determined by the . 11 - a - of tnr Board and tin- Piesidcot ........... i . S' 1 t 1 rule'- to ho do Vo 1 oppd ' , i i oil nor- oi the Corporation from ( rio. ard approved by the Profit h.;iirc lu'd Corritte* RESOLVED that Paiagrip:. o' of Section 1* of Confidential Minute So a9 hi and the same hereby Is, amended to that .o at i-.ded. it shall read as follows: 'c' A-y u- properly appropriated to the "A" Eurd or i rar-s ter red thereto, hut rot dr-tributed will be reirined in tin. ""A tu"d and the portion not thereafter distributed as provided i *i 1 S' ibnvr will bo carried over to the r>. xi and succeed i-. g years. RLEOL'FD t -..it s i it the opinion of the Board that lh. 'A f .. a .idevi^att no appropriation there for ah i : or ! to:' protits m connection with . - > i r - c J t hat ray be established KEs01 V"t ii i toil h r .>(. I \ r ! i y I :.!i 'I ul Mtnute No 39 lit -r.ir ing Fu'd for 1953 be hv 1- . ! ,ib! Pl.i'd by appro- v. . - . t . ... 4 v f. v. s. r* f ''Raw#. "H* t *' J f it - .i r epre> eotat 10" sorvicr f oi fare of the - ubs id tar ics of the Corporation where required both in their domestic Jurisdic tions and ip the foreign jurisdictions where such subsidiaries were qualified to tri-oart business As the Corporation was qualified to tra"sact bus i -e- in New Hampshire and New Jersey, he RuRgeitod the adoption of the resolutions in the form pre scribed hv the laws n( - l4c|i -1 Me- that similar representa tion r ict.l be effect- -I Thereupon nr -ntin- dulv made and seconded the 'n;:TM:-: vet- ;-d rr o', ut.c* unanimously adu.ited. VOTED that the registered office of JOHNS- MANV'LLE CORPOHATION in the State of New Hampshire be changed from John--Manvi)le Corporation Tilton, New Rjnnoiim to 8 Warre" Street c'o Mor = e. Hall Si Morse Concord SVw Hampshire ard that the registered agent of this corporation be changed from F, J, Ccrvcny to The Prentice-Hall Corporation System Inc, wnose address is 8 Warren Street, c/o Morse., Hall k Morse, Concord, New Hampshire, which is identical with the address of its regis tered office to be hereafter maintained in the State of New Hampshire and that the Vice-President, and the Assistant Secretary are authorized and directed to execute a Statement of Change of Regis tered Office and Registered A&ci'i and to tile the same in the office of the Secreta*y of State of the State of New Hampshire, The Board of Directors of the JOHNS-MANYILLE CORPORATION, a corporation organized under the laws of the State of New York duly qualified to transact business m the Stale of New Jersey on this 21st day of Jacuaiy A. D. 1953 does hereby resolve and order that the location of the Princi pal Office of this coi fontio-' within New Jersey be and the same hereby Is cha"ged from: Johns Mai-ville Corporation Main Street City of tl nv 11 If Cuuilv of So-er-ct to No 1 Exchar g< Place Ba-K of Jersey Cilv ; - -......... .. .* and or do r that : .1- t t - age- t ur. ; i'- - o In*- Fir-t National '.to City <>t Jcr-ty City n.; rr-olvi : ! t* F PicharJ............. ve.l -aid . 1 . .1 n:l t l 1 - ! 4 ^ . . ? N <i Jf f * * v * -t! . t: