Document V3ZeM7dLy3D2Mbwp8krK5YvBp

FOSSCO, INC. Executive Committee Heating - September 27 1962 i A resuler meeting or the Executive Committee of Foseco, Inc. was held at the office* of J. H. Whitney A Co., 630 Fifth Avenue, Nev fork, Nev fork on September 27, 1962 at 11 a.a. Preeent were Nathan ?. Oven, David t. Morgenthaler and John F. Horgan, constituting a quorum. Mr. Oven presided as Chairman and called tha meeting to order. Mr. Borgen acted as Secretary of the Meeting. Operating Report There vas a reviev and discussion of the financial statements for the period July 1, 1962 to AuguJt 6, 1962 and for the year-to-date ended August 6, 1962. Mr. Morgenthaler pointed out that the loss of $33,463 i during the current period vas primarily a result of the unusual expenses 1 In connection vith the strike. Pre-tax profit for the year to date va6 only $221,170, and there vas an extended discussion of the reasons vhy actual performance vas so much belov forecast. Mr. Morgenthaler reported further that the level of stael mill and foundry operations in September vas dis appointing and he did not expect September billings to be over $450,000. There vas then a discussion of the sales outlook and a raviev of competitive conditions. Mr. Morgenthaler aaid that Soffles, Excmet and Tonderlt have all grovn more aggressive, and that a number of nev companies have entered the exothermic field, among them Archer-Daniel*-Midland, JohnsHacYille, C. E. Smith and Ferro Engineering. In answer to a question, Mr. Morgenthaler stated that be nov expected net sales for the full year 1962 vould be approximately $5,800,000. This compares with a forecast of $6,500,000 nsde at the start of 1962 and net sale* of $4,800,000 in I96I. Mr. Morgenthaler discussed nev product developments, noting that tests cs Profex have beer, very satisfactory and the potential for this hot topping 2- produet seems most promising. Be reported further that, after many delays, production la being started on one piece exothermic hot tops. Mr. Morgen- thaler also eoaaentad on the Importance of developing low cost Feedex using ball mill dust. Mr. Morgenthaler reported on the status of the Elyria Division, cementing that he is satisfied with the effectiveness of this operation in producing good quality grindings. Plant Expansion Mr. Morgenthaler said that construction is proceeding satisfactorily on the plant addition, which will add approximately 1*3,000 sq. ft. of manu facturing space. It is anticipated that the addition will be under roof by the time a new oven is delivered about October 15. Capital Expenditures and Cash Heeds Mr. Morgenthaler said that cepital expenditures for the year 1962 through August 6th have been $256,552; this compares with a budget figure of $301*,000 if expenditures had been made at the rate projected in the original forecast for 1962. For the belance of the yeer, however, Mr. Morgen- thaler expects that capital expenditures will be approximately $205,000, bringing the total for the full year 152 to $1*61,000 compared with the original forecast of $1*1*0,000 for the full year. The projected level of capital expenditures, together with lower ttrnings, will aahe it necessary to resort to increased borrowing; Mr. Mor genthaler said that borrowing up to a total of $350,000 may be required by yeerend. This would be an increase of $150,000 over the short term borrowing of $200,000 frcaa the Morgan Guaranty Trust Company which was outstanding on August 6, 1962. There was discussion of the methods of financing and the desirability of arranging a term loan. It was agreed that Mr. Morgenthaler vnuid have an exploratory conversation with the Morgan Guaranty and that the titter should be reviewed in detail at the meeting of the Board of Directors :f the Company on October 10, 1962. 1011 -3Slgnature Authorization Mr. Morgenthaler then propoaed an addition to the authorized bank signatures for the regular commercial account#. After discussion, upon motion duly made, seconded and unanimously carried It was RESOLVED, that existing resolutions vitb respect to the Company's accounts with the Morgan Guaranty Trust Cespany of New fork, the Cleveland Trust Company and the National City Bank of Cleveland be amended to Include the Assistant General Manager in the list of officers authorized to perform all duties covered by such reaolutions, including the authority to vithdrav funds and to borrow, and further RESOLVED, that the appropriate officers of the Company be and are hereby authorized to furnish to the above mentioned banks a.certified copy of the resolutions necessary to effect these additions. There was no further business and the meeting was adjourned. John P. Borgan / Acting Secretary' / 1012