Document N2VwNMwn7z9o49mwL79qNwMxw
Minutes of Meeting of EXECUTIVE COMMITTEE Held
FORM El3-- M 3-- GOLDSMITH BRO S., 77 NASSAU ST , NEW TQRK G,
PEESEMTt Messrs. Martino, Burley, Geatty, Merson* Simon, Warshow and Wildaer (j, A. Martino, Chairman; S,, B. Henricli, Secretary)
ABSEHTi
Garesch
Upon motion the following applications for appropriations were
duly approved.?
:$ 11,000.001 Contribution; national Paint, Varnish & Lacquer
Association, membership dues for the year 1948.
2,754.04: Manufaetaring Committee: two standard type auto
mobiles ($1,362.79 net)
Atlantic Branch
4,384.00: Widening garage doors and repairing sidewalk,
Atlantic Plant,
1,456.00; Chevrolet Stylemaster coupe for salesman.
Baro.id,,^e,^Bur;iaipn.
46,948,64; Overexpenditure, erection of packing plant at
Magnet Cove,
8,329-435 Overexpenditure, purchase and installation of
Bird continuous centrifugal classifier. Magnet
Cove,
2,750*00; Refabrication and repainting of service -plan,
Cessna Model 1-30s Gulf Coast Division.
1,274,00; Buffalo Branch; 1948 -Stylemaster Torn sedan.
Cincimaa.,Jraa.ch
2,57.00: 3.979.00:
Repairs to boiler house chimney, Rehabilitation of Building Ho, 6.
3,108,70: Dehor Division; additional appropriation for com
pletion of new quarry site, Ste. Genevieve, Mo.
2,913.20i 2,025.00: 250,632.2?':
8,294.00-: 11,402.38s
2,208.28:
2,485.00? 2,445.00:
12,240.00:
Two 1948' Fleetmaster Chevrolet four-do or sedans, Air conditioning equipment for Metal Sales Office. Magnus Metal Division Approval of ten C. & E. applications covering, ex
penditures committed prior to May 26, 1-948 'when the Magnus Division was requested to submit- formal applications. Revamping office facilities for the purpose of in creasing office space at Albany Plant, Two Mercury high-lift fork trucks, Albany Plant,
Index high speed milling machine, Chicago Plant, Equipment for extracting foreign content in scrap
brass borings, Chicago Plant, Equipment for extracting foreign content in scrap
brass borings, Topeka Plant, Pacific Coast Branch -- Melrose Plant; siterations
and repairs to Proctor & Schwartz white lead dryer,
EH-2136
(EXECUTIVE COMMITTEE - 3'tiiy 28, 1948)
$ 3 s: 426.,'31s St. Louis Branch. - Lead & Oil Works: new delivery track,
2,176,15s 7 9 836,, o? 5
Jeep pick-up truck fop Exploration Department, Ste, Genevieve and Franklin. Counties, Ho.
Cost of increasing transformer capacity.
2,946.13? 7,500.00s
1,134.02;
, . :4,605.00:.
3 125 00
3,819.67: 10f850.00:
2,831.05:
MpballurgicaX testing laboratory, Freftepicktowo,
Eurdiagie. of fiTeHrooi! fraffle dwelliipg for occupatipfkj.Tjy QifefrHiteitsllupgist at Erederiektown.
Texag,,feniiw and Smelting Division.: second-hand ,dlsfeyfoi;ef7^ta^oibi|f;s Oaxaca operation's.
Tlkaaluffl;.:' Dlhisi&U, v.. Sacliltvre Beffelonment H6ifi'l4!;.S}rQir^'!:'S!fe: ^akfetads: .ekpidir^lp^,
Sepllfeiefflent belt iop sinter plant 'Conveyor Ho, ,
2114 Overhauling Lorain crane, Replacement of shop bulldozer, Repairs to sintering pans,
998,160.001
1,419.22;
7,9.20,00:
5,940.00;
6,941.00;
2,412.00;
, . :5,801.00:
3 028 00
19.395.00; 2,404,00? 5459,00; 7,275.00; 2,168,00s
2,708,00;
2,039.10: 2,035,00? 2,060.00: Hot. is excess of
15,000,00;
QverexpencLiture, waste disposal facilities and
acid plant conversion at dock, pigment and
acid plants, Overexpenditure3 repairs to Ho, 3 calciner and
combustion chamber. Calcining Section.,
Repairs to Ho. 4 Link-Belt crane, Transportation
Department,
Replacement of Has, 9 and 12 digestion tank
.covers.
Repairs to Ho. 3 power plant boiler,
.SLyatm.^
Spare calciner discharge assembly.
Spare pumps for pigment plant.
Relocation of gas meter house and alterations
to natural gas supply lines,
Repairs to Ho. 2 acid storage tank.
Repairs to Ho. 4 acid plant unit.
Extension and repairs to plant heating system,
Repairs to Ho, 33-3 filter.
Replacement of spare blower impeller in acid unit
Ho, 3,
Repairs to Ho. 3 anhydrite tank.
Deficiency, repairs to Ho, 4 power plant boiler.
Repairs to Pigment Warehouse Building Ho.. 12-BBB
Spare discharge assembly for 81 diameter oaleiners,
Appropriation for outside engineering and con sul tat i ass.for installation of the barge unloading
and. sulphur handling system..
0000-NLI-G0Q039081
FORM S3-- M S-- GOLDSMITH BROS.. 7 7 NASSAU ST., NEW YORK 0,
(EXECUTIVE COffllTSSS - July 28, 1948)
SK-2137
ictlng' upon the recommendation of the Manufacturing Committee,
the Executive Committee approved the proposal of John. 1, lewis- & Bros.
Company to. dispose of its obsolete oil mill equipment ip Buildings Eos,
8 and 9 for scrap.
Acting upon the recommendation of the Manufacturing Committee,
the Executive Committee approved the proposal of the Magnus Bra,ss Division
to dispose of obsolete machinery at its Cincinnati Plant for scrap.
On motion, duly seconded, the Executive Committee of the Board
of Directors authorized the following named officers
Joseph A, Martino, President John B, Henrich, Secretary
to execute formal power of Attorney in behalf of this corporation, to the
Chairman and Secretary-Treasurer of the Industrial Board of Georgia, au
thorizing the said Chairman and Secretary-Treasurer of the Industrial Board
of Georgia to jointly sell or assign any and all bonds deposited with the
Industrial Board of Georgia, under the provisions of the Georgia Workmen1 s
Compensation Act, to secure the payment of compensation liabilities as
they are incurred, for the purpose of paying any defaulted compensation
that might be due under the Georgia Workmen1 s Compensation Act,
Upon separate motions duly made and seconded, the following
resolutions were each unanimously adopted!
RESOLVED, That the proposed 1949 Advertising Budget for Dutch Boy paint products in the sum of $1,039,4-96, as detailed in report dated July 1, 1948 from Mr, William Hast, Advertising Manager, be and it hereby is approved.
HBS01WL That effective this day the OOIIIEEim T.LLI1T0IS KATIOFAL BABE AID TRUST COMPAHT, Chicago, Illinois, be send it hereby is designated a depositary of funds of this Company under an. account to be
0000-NL1-000039082
EH-2138
(EXECUTIVE COMMITTEE - July 28, 1946)
styled NATIONAL LEAD COMPMT, CHICAGO BBAHGH.S SPECIAL AC001MT-B, and that sgid Bank be and it hereby is authorized and directed to honor checks, drafts end other instruments for the payment of money draws against said account when signed and couhtersignedji in the name oj; said Branth by:, th& felloisi,h^:S SOfeiisfetiiJTIRi] Oil aoli^tnEESIGSJAjClrfjBl:
John 1| Peque, Asri^art Mahegen;. Eaul.J, Ehtphs '-Ajeeietaait Y^aJapppr, sad Eugeije 0, Tehle, any . onp.. -of them;, Ij'OiIi! COralTlk&XGHATUPD ONLY; Grover Emend, Assistant Comptroller, and Lotlis L. Daray, any one of'them.
WHEEEa S, Dean Witter & Co., a copartnership, having an -office; at Ho. Ik Wall Street, Hew York, Hew York, has applied for the issue of a new1 stock certificate in its name to replace. Certificate Ho* 58269 for one hundred (lOO) shares: of Common $10 Ear Stock of this Company, which said numbered certificate, having, been registered in the names of William Miles and Ida S, Miles, as joint tenants with.right of survivorship and not as tenants in common, arid having been assigned in blank with name of Dean. Witter & Co, inserted as attorney to effect transfer, is claimed to have been lost, destroyed, or stolen; and
WHEEEAS, Harold W. Scott, a member of said firm of Dean litter & Go,, has furnished this Company with an affidavit covering the loss of the aforesaid certificate, and said Dean Witter & Co, hap furnished this Company with a satisfactory bond of indemnity, be it
EESOLVED, That the proper officers of this Company be and they hereby are authorized and directed to execute, and The Chase national Bank of the City of Hew York, Transfer Agent, be and it hereby is authorized and directed to issue in the name of Dean Witter & Co,, a new certificate for one hundred (lOO) shares of Common $10 Par Stock of this Company in place of the aforesaid Certificate Ho, 58269, and that Bankers Trust Company, Registrar, be and it hereby is au thorized and directed to register the new certificate so issued,
HE SOLVED that a ELM OP S10EG-AHIZATI0H and AGREEMENT ' between THE TITAHIIM ALLOT MANUFACTURING COMPANY and NATIONAL LEAD COMPANY, in, substantially the following form, be, and the same hereby is, adopted, viz;
ELAN Of BEOPGANIZATION .AID AGREEMENT
THIS FLAK 03? REORGANIZATION AND AGREEMENT made and entered
into as of the.
day of
1948> by and between
IHa h7 ,,Of "1*lOT^OTToIHG- COMPANY, a corporation organized
-arc1 cxis.ing t-iccz lie
of the State of Maine (hereinafter
caUc-f hue ft 'Tv 'L'M 1i j OI'EaH' ") , of the first pant, and NATIONAL
>>T
p -. ~u.1 >?. `. organized and existing under the
s s of the State of Hew Jersey (hereinafter called Bthe LEAD
Ca j i'1. ' Ytt) , of the second part, WISHESSBTEi
0000-NLI-OQ0039083
EE-2139
(EXECUTIVE COMMITTEE - July 28, 1948)
... JfHEEEliS, It Jias 1)6831 determined by the Board of Directors of the TITAITUM GOMPAIY that the business of the TITHTIW COMPARE can "be more
efficiently and economically conducted "by the HAD GOMPAIY than by the TI Til'll Uivi COMPMY; and
the Board of Directors of the TITAI1UM GOMPAIY and the
'E^cailyfr 'Sg3BidI:ffe.e'. Of the Bound of'Dired,tops. of the
fesYe
eaoifa., at mee ting.':difLy called and held for. the purpose, ddXy .approved a pl,ah ofv. rep.rganlz'ati.q.n and agreement between the respective corporations^
and
WHEREAS, it Is the. purpose of this agreement to set forth said plpn of reorganization and to proride for its consummation;
10 THIS AGREEMSIT WITIESSETH, that the parties hereto, in considera tion of the covenants and promises herein contained, do hereby agree as follows;
1, The TXTAIXUM GOMPAIY represents that it owns all the assets and property described in its balance sheet as of the close of business on June 30is 1948, except such which have since been, disposed of In the or dinary course of business, a copy of which balance sheet is hereunto at tached and marked "Exhibit A";- and that Exhibit B hereunto attached cor rectly sets forth certain property in, Australia subject to certain liabili ties as.therein set forth as of May 31, 1948, in which it owns a beneficial interest; that all the said assets are free and clear of all Hens and en cumbrances other than current, taxes; and the TITMTUM GOMPAIY further re presents that there are no debts or liabilities of the TITAItUM COMPMY or against the said assets in Australia other than those set forth in Exhibit A and Exhibit B, hereunto attached, except taxes accrued and lia bilities incurred in the ordinary course of business since the respective dates of the said' Exhibits; and the TITAIIUM COMPMY further represents that it has full power and authority to transfer all of its property and assets to the LEAD GOMPABY as hereinafter in this agreement provided*
2, The LEAD GOMPAIY represents that the shares of its capital stock hereinafter in this agreement provided to be delivered to the TITAIIUM COMPMY will be fully paid and non-assessable, and that the LEAD GOMPAIY has full power and authority to deliver said shares .as provided in this agreement,,
3, The TITAIIUM COMPMY agrees to transfer and convey as of the date hereof, to the LEAD GOMPAIY, all of its property and assets of every character and. description., its good will and the right to use its cor
porate name, excepting from such transfer (a) the sum of Sixty-nine Thous and and Eight Dollars ($69,008.00) in cash to be retained in the treasury of the InfASIlM COMPAHY, (b) the shares of stock of its wholly owned sub sidiary, RUTILE MIIIKG GOMPAIY OP ELORIDA, and (c) the notes of RUTILE Mini'S GOMPAIY OP EL0R1DA having an aggregate face amount of Three Hundred 'and Twenty-five Thousand Dollars ($325,000.00), and the TITAIIUM GOMPAIY agrees to execute and deliver to the LEAD COMPARE all deads, conveyances, assignments and other muniments of title which, in. the opinion of counsel
OQOO-NLl-000039084
FORM 8 3 -- M S-- GOLDSMITH BROS., 77 NASSAU ST., NEW YORK 0 , N.
3H~2i,4G
(EXECUTIVE COMMITTEE - July 23, 1948)
for the LEAD GOMPAHY, shall he necessary and appropriate to transfer to the LEAD COMPANY said property and assets of the TITMIUM COMPANY.
3(l}-, The TITMIUM GOMEfflII agrees tliat- upon receipt of a. satiafactory offer it will sell the one hundred (lOO) shares: of the capital smek of EfJTriE HliTIlfG- GOMPAl TY OF FLOEJDM and the notas of EUTI1E MIITIN& COMPANY' OF FLOEIDA axictf&x the assebs of EUTILE MJfllHG COMPANY OF FLOEIDA , either in the liquidation of BUT JUS HIBIlGr COMPANY OF ''FLOEIBA or other-
ifi:|p:;'f,P:^',:;h'H.!3!h: phid p:r prices api upon. speh tefifts. and upnditio^p. as the TI5MIUK GOIlfAlY shall determine .and to pay oyer the net. proceeds of all'such sales to''the SSAD COSPMX.
4*. The HAD COMPANY agrees, upon-the transfer of the property and assets of the TITANIUM COMPANY to it as provided in paragraph 3 hereof, and in exchange for such property and assets, to deliver to the TITANIUM COMPANY fully paid, noa-as'sessable shares of its capital stock, being voting stock having unconditional voting rights to the extent of ten (10) votes for each one (l) share of Glass nA!i' Preferred Stock-and for each one (l) share of Glees. sSBB Preferred Stock and one (l) vote-for each share of Common. Stock, as follows t
(a) Seven Thousand Five Hundred (7,500) shares of its Glass A Cumulative seven per cent (7$) Preferred Stock, each of the
pax value of $100;
(h) Four Thousand line Hundred and Thirty-Eight (4,938) shares
of its Glass B six per cent (6$) cumulative preferred stock,
each of the pax value of $100.;: and
.
(c) Five Thousand (5,000) shares of its- Common.,#Stocks each of
the par value of $10.
5. The UL&3) COMPANY assumes and, upon the consummation of the trans fer to it of the property and assets of the TITANIUM COMPANY, as provided in paragraph 3 hereof , agrees to pay or cause to "be paid the debts and liabilities of the TITMIUM COMPANY as set forth in Exhibit A, hereunto attached, and the debts and liabilities set forth in Exhibit B, hereunto attached, together with such unpaid debts and liabilities as shall have arisen since the respective dates of the said Exhibits A and B, in the ordinary course of business, excepting only the costs and expenses of the TITAHIUM COMPANY incurred in carrying out the plan of reorganization,
the exchange of stock provided for in-paragraph. 7 hereof, and the dissolu tion of the TITMIUM COMPANY* The TITMIUM GOMFMT agrees to pay all ad ditional United States and Australian income and profits taxes which here
after may be assessed against it in excess of the aggregate amounts of such taxes (a) which have been paid, (b) which axe shown to be due upon, the . tax returns which have been filed, and (c) which have been accrued upon the books of the TITMIUM COMPANY and upon the books relating to the above mentioned assets and property in Australia, as of the date hereof.
6. The LEAD OOMFMT represents that upon the transfer to it of the properties and assets of the TITMIUM COMPANY, as provided in paragraph 3 hereof, it intends to continue the business heretofore conducted by
J.
-- 1
'--J
! j
') .j 3
0000-NLM>00039085
'(EXECUTIVE COMMITTEE - July 28, 1948)
the IITAHITM COMPAHY as an integral part of the "business conducted "by the LEAD c q mp a b y .
7', The IITAHIUM GDMPAHY agrees, upon the delivery to it of the shares of stock of the LEAP COMPAHY as provided in paragraph 4 hereof, to take appropriate proceedings for tljp. exchange of, and. to' exchanges s.p.id sjx^tr.es
stpipfe:. fpir aj$j; 'the' 'putsfiandihS1 sharps, .of' stpqk of the .11EMIDM; OQMFASflf and fdr, the dfhpblutipn; of dhe TlTldStic OQtCPMYh
8, This agreement shall become effective on October 1, 1948, subject to Its approval by the stockholders of the T1TAHXUM COMPAHY prior to that date,
9- This agreement sets forth the entire understanding of the parties hereto with.respect to the subject matter hereof and may be modified or amended only by instrument in writing executed by the parties hereto with equal formality. The execution of this agreement has not been induced by any promise or representation not herein expressed,
10. The addresses of the parties for all purposes of this agreement are as follows?
The Titanium Alloy Manufacturing Company 111 Broadway Hew York, Hew York,
Hational Lead Company 111 Broadway Hew York, Hew York.
IH IrMESS WHEBEOtf, THE TITANIUM ALLOY MAHUFACTUEIHGr COMPANY has caused
this agreement to be signed in its corporate name and acknowledged by its
President or Vice-President and its corporate seal to be hereunto affixed '
and the same to be attested by the signature of i-ts Secretary or Assistant
Secretary; and NATIONAL LEAD COMPAHY has caused this agreement to be signed
in its corporate name and acknowledged by its President or Vice-President
and its corporate seal to be hereunto affixed and the same to be attested
by the signature of its Secretary or Assistant Secretary all on this
day of
1948, as of the date hereinabove first written.
THE TITANIUM .ALLOT MANUFAC TUBING- COMPAHY
FORM 8 3 -- M S' --GOLDSMITH 8 R 0 5 ., 77 NASSAU ST., NEW YORK 8,
Attest; Secretary
By lATIOIiffi LEAD OOMPMI
President
Attest;
By
President
Secretary
0000-N LI-000039086
EE-2142
(EXECUTm GO'MMiTTEE - July 2&, 1948)
SIAM OF HEW TORE r GOlim OF HEW YOEK.J ' '
o
On the
day of
1948, before
me personally came
, to me known,
who he lag by me duly sworn, did depose and say that he
resides in
County,
;
that he is the President of THE TITA1TITM ALLOT MAFOFAC-
TIJEIHG- COMPAUY, one of the corporations described in and
>
which executed the above agreement; that he knows the
seal of said corporation; that the seal affixed to the
said, agreement is such corporate seal-; that it was so
affixed by order of the hoard of Directors of said cor
poration; and that he signed his name thereto by like
order.
N 26002.01
00Q0-NU-000G39087
(EXSCUTm COMMITTEE - July 26; 194-8)
sa-2143
STATE OF EE YOEK; gs COUHTY OF HEW XOREi
On the
day of
1948, "before me
personally came
to me known.
who "being "by me duly sworn, did depose and say that he resides
in County,
that he is the President of HATIOML LEAD COMPMSY, one of the
corporations described in and which executed the above agreement;
that he knows the seal of said corporation; that the seal affixed
to the said .agreement is such corporate seal; that it was so af
fixed "by order of the Executive Committee, of the Board of Directors
of said corporation; and that he signed his name thereto by like order.
HOMEY PUBLIC
F0R H .Q 3-- M S-- GOLDSMITH BROS., 77 NASSAU ST., NEW YORK 8,
N 26002.02
I.
Vu
0000-NLJ-000039088'
f
(ESECTJTiTB COMMITTEE _ July 281948) EXHIBIT A '
THE TITMIIM ALLOY MMOFa GTHSDTG- COMPANY; General, Balance Sheet June 30, 1948
EH-2144
FORM 8 3 -- M S-- G 0LDSM 1TH\8R0S,. 77 NASSAU S'T., NEW YORK 0,
Gash
In hanks
$257,578,85
On hand
1s 200.00
In special deposits
Js 64j 21Qj J6 . $ 423,489.01
U* S,, Treasury Bills
149,622.00
Accounts Receivable Trade
$277,466.36
Sundry
--3^Z6*28
280,542.69
Inventory
Haw materials
$423,719.29'
Goods in process
43,596.92
Finished goods
357,896.08
Supplies Employees working funds
_50j 0.35_.l 1Z
875,247.46
Total current assets
Investments -
Sat1! lead Go. Pfd, A Stock
$1,733s251.11 $130,000.00
Rutile Mining Go. of Fla, stock
1.00
Rutile Mining Co, of Ela. notes --325.j -QQ0-.S0 Treasury stock, 116 shares at par
Fixed assets -
land
$ 15,699,41
455,001,00 11,600.00
Buildings and structures
463,856,40
Mach, and equipment
910,391.70
Eumiture and fixtures Auto s
Reserve for depreciation Forward
18,912,99 ___ 2d284.60 $1,911,145,10
,217,'5i4-,oo.. $2,917,366,51
0000-NLI-000039089
T
N 26002.03
CSKSGUTIYE COMMITTEE - July 28, 1948)
EB-ZLU-5
Parward
$2,917,366.51
Patents end trade-marks
$ 83,702.13
Reserve- for depreciation
__35^-696,30
46*005.63
Patent development
42,256.51
Shop orders in progress
85,279.01
Zircon ore advance
29s 248,36
Sundry deposits
8,636,00
Drums' re turnable
1,758.50
Rutile stockpile, at freight on 896.45 tons shipped to Magana Palls under Contract with Humphreys Gold Corporation dated 12/4/4?
10,228.66
Deferred charges - Prepaid advertising-
$ 3377.70
prepaid. insurance
4,650,16
Miscellaneous
_18^15230, _... 26, 681,66 $369,461,04
FORM 8 3 -- I,I S'-- G O ID S M ITU FVRQS., 7 7 NASSAU ST., NEW YORK 8 , N.
000G-NU-Q0Q03909G
WM
\
. ______
BE- 2146'
..(EXECUTIVE COMMITTEE - July 28, 1948) IXABILITISS
'ftcoounts1 payable
$, 124,757,14
;^eepta^ce.s payable
19,466*40
Aecrpecl. expanses
Saxes
$ 38,605,52
Insurance
6*904* 64
Wages
6,668*07
Water charges
86,93
Accounting of Engineering expenses
1,250*00
Pensions Reserve for vacations
33,000*00
86,515.16
,1 910*88
Estimated Federal Income Tax on current year earnings
Reserve for Federal Income Tax on prior earnings Total current liabilities
115,932.53 ------10.9^048*62. $ 457,63072
Capital stock and surplus?
10,000 shs, Capital Stock, $100 par, authorized and issued
$1,000,000,00
Surplusi
At December 31, 1947
$1,562,515*58
Add par value of 1 share returned to treasury by S, S. Tabor
100*00 $1,562,615.58
Deduct?
Dividend dec1d !47 Comp* Ins.
$39,536,00 402,34
39,938.34 $13227677^24
Profit 6 mens,after taxes Surplus at June 30, 1948
189,153.08 $1,711,830.32
..2,711,830.32 $3,169,461.04
0000-NLI-000039091
FORM 8 3 -- M S-- GOLDSMITH BROS., 7 7 NASSAU ST,, HEW YORK 0,
'(HXEGUflYS OOMXTTSE - July 2819-48) EXHIBIT 3
SSI. 214?
THE TITMIDM ALLOT 1/lffiltJEAGllfBIHO GQMPfflT
SOEEUDIiE OF ASSETS fflD LIABILITIES PERTAIHIHG- TO AUSTRALIA! PROPERTY
MAI 31st, 1948
tj. Buildings, Machinery & Equipment, - Motop Vehicles, Office Equipment.
Tdtal Cost ,'Depreciation Reserve Set Rook Value
37116- 1-9 26517-15-11
rent1 Cash;
E. S,, & A. Bank Ltd, Tweed Heads Bank of Sew South Sales, Sydney Cash on, Hand
6801- 9-1 11741- 5-3
40- Q-Q
Stocks: on Hand?
Concentrates Bags and Ties Fuel and Oil Zircon Purchased
14945- 7-0 2089- 2-0 208-18-6
-S225=12=&
10598- 5-10 18582-14-4 25468-19-2
Debtorsi Tre.de Sundry
2867TM 4-0
3532- 4-0-
Deferred Charges
-22fi3l2=2 47814-15- 3 58413- 1-1
LIABILITIES
The Titanium Alloy Mfg. Co, Hew York Ho. 2 Account Legs Ho. 1 Account
Sundry Creditors; Trade Accruals Provision for Income Tax
Surplus Account Balance 30th, April 1948 Add, Operating Surplus May
Australian Pound $2,2444
28882TM 6-0 _2QQflfc^=l
19882- 6- 0
762-13-3 993-13-1 ,,25,4LQ--_Q.-Q...
27166- 6- 4
6848-11-1 .4515-1.7-8
11364- S- 58413- l- 1
N 26002.04
0000-N Li-000039092
ni-xi4S
(EXECUTIVE COMMITTEE - July 28, 1948)
FURTHER RESOLVED that the proper "officers of this Company be, and
they hereby are., authorized and directed to sign in the name of this
iQamphA^ri;
with the corporate seal, acknowledge and deliver a BLAH
,^^Ss M|s 4TICXNt and AGPEH1QIT in substantially the tons, above set
ifbifth.
FURTHER RESOLVER that, the proper officers of this Company be,
and they hereby are, authorized and directed to take whatever action,
end do and perform -whatever acts may be necessary or proper* to carry
out the purposes of a PLM OF SEOEGaNIZAT10 M and AGREEMENT in substan
tial.! y the form above stated.
-
Upon motion the meeting then adjourned.
0000-NLI-000Q39G93
EH-2142
(EXECUTIVE COMMITTEE - July 28, 1948)
STATE OP HEW YORE 5 COUNTY OP HEW YORK:
On the me personally came
day of
1948, before , to me known,
who being by me duly sworn, did depose and say that he
resides in
County
that he is the President of THE TITAN'IUM ALLOY MA1TUPAC-
TURIN& COMPANY, one of the corporations described in and
which executed the above agreement; that he knows the
seal of said corporation; that the seal affixed to the
said agreement is such corporate seal; that it was so
affixed by order of the Board of Directors of said cor
poration; and that he signed his name thereto by like
order,.
NOTARY PUBLIC
N 26002.01
0000-NLI-000039087
(EXECUTIVE COMMITTEE - July 28,' 1948)
EH-214-3
STATE OE NE YOBK; QQ COUNTY OE NEW YOKE?
On the
day of
1946, before me
personally came
, to me known.
who being by me duly sworn, did depose and say that he resides
in County,
that he is the President of NATIONAL LEAL COMPANY, one of the
corporations described in and which executed the above agreement;
that he knows the seal of said corporal ion; that the seal affixed
to the said .agreement is such corporate seal; that it was so af
fixed by order of the Executive Committee of the Board of Directors
of said corporation; and that he signed his name thereto by like
order.
NOTARY PUBLIC
N 26002.02
0000-NLI-000039G88
G0LDSM17H\SR0S.i 77 NASSAU ST.. NEW YORK 3,
(EXECUTIVE COMMITTEE - July 28, 1948)
EH-2144
EXHIBIT A THE TITMIUM ALLOT MA1TUFA0TURI1T& GOMPAHY
General Balance Sheet
June 10. 1948 ASSETS
Os,sh
In. "banks
$257,578.85
On hand
1,200.00
In special deposits
-J-64.2ip.i6_ $ 423,489.01
U. So Treasury Bills
149,622.00
Accounts Receivable Trade
$277,466.36
Sundry
... .3,076.28
280,542.64
Inventory
Raw materials
$423,719.29'
Goods in process
43,59692
Finished goods
357,896.08
Supplies
,, 50^032J2
875,247.46
Employees working funds
Total, current assets
Investments ~
Hat*1 Lead Go, Pf d A Stock
__Jh21Q*aa $1,733,251.11 $130,000.00
Entile Mining Go. of Fla. stock
1.00
Rutile Mining Go. of Fla, notes ..325,000.00 Treasury stock, 116 shares at par
Fixed assets -
Land
$ 15,699.41
455 , 001.00 i i 56o o .o o
Buildings and structures
463,856,40
Mach,, and equipment
910,391,70
Furrdture and fixtuxes Auto s
Reserve for depreciation Forward
18,912,99 _ JJ'-84.,6o $1 , 411,2.45,10
TM2TZail^40,
$2,917,366.51
N 26002.03
0000-NLi-000039089
(EXECUTIVE COMMITTEE - July 28, 1948)
EH-2145
!1..
forward
$2s 917}366.51
Patents and trademarks Eeserve for depreciation
$ 83,702.13
. Iil,6,a6^fi.
48,005.83
Patent development
42,256.51
Shop orders in progress
85,279.01
Zircon ore advance
29,248,36
Sundry deposits
8,636.00
Drums returnable
1,758.50
Entile stockpile, at freight on 896.45 tons shipped to Niagara Palls under Contract with Humphreys Gold. Corporation dated 12/4/47
10,228.66
Deferred charges - Prepaid advertising
$ 3,877.70
Prepaid insurance
4,650.16
Miscellaneous
. .18^^80
26.681.66
$3,l69,46l.o4
FORM 0 3 -- t.i S-- GOLDSMITH CROS,, 77 NASSAU ST., NEW YORK 8, M.
0000-NLI-000039090
(EXECUTIVE COMMITTEE - July 28, 1948) LIABILITIES
EH-2146
Accounts payable
124,757*14
Acceptances payable
Accrued expenses
Taxes
$ 38,605,52
19,466.40
Insurance
6,904.64
Wage s
6,668.0?
Water charges Accounting of Engineering expenses Pensions Reserve for vacations
86.93 1,250,00 33.000.00
86,515.16
,1 910.88
Estimated Federal Income Tax on current year earnings
Reserve for Federal Income Tax on prior earnings Total current liabilities
115,932*53
_ 10.9.,04^.6l $ 457,630.72
Capital stock and surplus',
10,000 shs. Capital Stock, $100 pax, authorized and issued
$1,000,000.00
Surplus;
At December 31, 1947
$1,562,515.-58
Add pax value of 1 share returned to treasury by S. S. Tabor
100.00
_________________ $1,562,615.58
Deducts
Dividend dec? d $39,536.00
>4? Comp. Ins,
402.84
39,938.34
Profit 6 mons.after taxes Surplus at June 30, 1948
189,153.08 $1,211330^32
$3,169,461,04
0000-NLI-000039091
.(EXBCUTIYE COMMITTEE - July 28, 1948) EXHIBIT B
EEL 2147
THE TITAUIUM ALLOY MASTOFACTURIUG COMPMI
SCHEDULE 01' ASSETS ALTO LIABILITIES EEETAimiG TO AUSTRALIAN PROPERTY
MAY 31st, 1948
Fixed Assets
Buildings, Machinery & Equipment, Motor Vehicles, Office Equipment.
Total Cost Depreciation Reserve Het Book Value
37116- l-Q 26517-15-11
10598- 5-10
Current Assets Cashs E.S. & A. Bank Ltd. Tweed Heads Bank of Hew South Wa3.es, Sydney Cash on Hand
6801- 9-1 11741- 5-3
40- 0-0
18582-14-4
Stocks on Hands
Concentrates Bags and Ties Fuel and Oil Zircon Purchased
14945- 7-0 2089- 2-0 208-18-6
..8.225.-11~8
25468-19-2
Debtors 1 Trade Sundry
2867TM 4-0 664- 0-0
3532- 4-0
Deferred Charges
--210=12=2 47814-15- 3
58413- 1- 1
LIABILITIES
o
The Titanium Alloy Mfg. Co. Hew York Ho. 2 Account Less Ho. 1 Account
28882- 6-0 9000- 0-0 19882- 6- 0
Sundry Creditors:
Trade Accruals Provision for Income Tax
762-13-3
993-13-1 24410- 0-0
27166- 6- 4
Surplus Account Balance 30th. April 191)8 Add, Operating Surplus May
6848-11-1 4515-17-8
11364.. 8-_9 58413- 1- 1
Australian Pound go,2444
N 26002.04
00Q0-NU-000039092
(EXECUTIVE COMMITTEE - July 28, 1943)
FURTHER RESOLVED that the proper officers of this Company be, and they hereby are, authorized and directed to sign in the name of this Company, seal with the corporate seal, acknowledge and deliver a PLAN OR REORGANIZATION and AGREB-IMT in substantially the form above set forth.
FURTHER RESOLVED that the proper officers of this Company be,
and they hereby are, authorized and directed to take whatever action*
and do and perform whatever acts may be necessary or proper, to carry
out the purposes of a PLAN OF REORGANIZATION and AGREEMENT in substan
tially the form above stated.
Upon motion the meeting then adjourned.
0000-NL1-000039093