Document XRNxdK8MXdQYg8dQrGY8OKV7B

'I MANUFACTURING COMPANY AUTOMOTIVI AND INDUimiAL MAKI LINING DIVISION MOUI.OIO IRAKI UNIN* -- IRAKI UOjCK -- miCTlQN PftOOUCT* 700 W. CAROLINE ST. PAULDING. OHIO .................. 7.. February 1, 1954 PLAINTIFF'S EXHIBIT MAR-252 Mr. Loula P. Haller Sonnenschein Berkson Lautmann Levinson and Mbrse 77 Vest Washington Street Chicago 2, Illinois Dear Mr. Haller: This vill acknowledge your letter of January 29, with reference to our trade-marks No. 312067 and No. 382014. The I. M. Smith Company vms a corporation organized under the laws of California In 1Q2B. Subsequently. I believe the year was / 1934, its nne TM rhanged to O-HT.T.ly Manufacture nff Co^fflpy. It involved only a change In corporate name. Tours very truly. FWS: J f. V. Shelton GRIZZLT MANUFACTURING DIVISION p L A If T I AT P A U I. O I H , OHIO AHO tut, CAL , Q A. M I A MAR 001016  -#N*ENSCHEJN ERKSON LAUTM' *| LEVINtON * WORSE Booeaber S3, 1953 Xarenont Antoaotlve Products, Inc. 1600 South Ashland Arana* Ohloago 8, Illinois AttintIoni Arnold K. laraaont Oeatleaant In ordar that 70a aaj hare a raaord la ana doeaaent of tha rarloaa oontraota and othar aattsrs Involved. vs aako the following report of tha parahasa of aartala of the assata of Orlsslj Manufacturing Coapanj vhleh vas soasoaaatad on Deoeabor 14, 1953* of Oaoeabar 15, 1955* B1DERLTI10 AOROCMPff On Aagast 7* 1953* you entered into a aontraot with Orlsslj Xanufaoturlng Coapany. a California corporation (here inafter referred to as "Orlsslj"}, and Its stockholders to purahass tha assets of Orlsslj (except sash) for $1,654,000 (less tha aash on hand at tha eloslng data), and tha assuaptlon of certain of tha liabilities of Orlsslj. tha ooatraot provided that tha sale should be eonsuaaated on Deoeaber 15, 1953, and the purchase price paid as follows1 $100,000 earnest noney; $330 ,000 bj jour lnstellnent note payable $25,000 quarterly with a final pajnent three jaars after tha closing data; $228,000 bj jour nonnegotlabls note with Interest at $% pajabla quarterlj and tha final naturltj on or before January l, 1956; tha balance la cash. Other provisions of th* underlying agreeaant will be aore particularly described la oonnaotloa with tha analysis of tha doeuaeata executed pursuant to tha tarns thereof. PRELIMIHART HATTERS Pursuant ta paragraph 6 of the underlying agreeaent, Orlsslj procured a report of title froa tha Title Insurance MAR 001017 ONNEN5CHE1N 8ERKSON LAUTM >1 LEVINSON * MORSE Karemont Amtoaotlwe Produeta, Xmc. Seeenber 13, 1953 PiC Two Cospany of Minnesota preliminary to the issuance of a. guarantor polloy la tha sum of $200,000 sewering Ita tltla to tha laad and buildings at Paulding, Ohio, and also doliwered a surrey of tha proparty at Paulding by Daniel H. Stouffer, a profasslonal anglaaer, asalatad by Prank Harper aad Prod Millar, The surrey shows that all of tha bulldlnge of Orissly are located within tha property Unas and that there are no enoroaohaents on property not owned by Orlssly. Tha pre1lalnary opinion of tltla shows tltla in Gristly subject only to tha usual objsotions oontalned in such preliminary reports of title, taxes for tha year 1953 which are a lien In an aaount not yet determined, and tha rights. If any, of tha Cincinnati and Morthern Railroad in aad to any suitoh or spur traoks or righte-of-way ever the premises. flHIOH C0WTRACT8 ^ Gristly has a contract dated September 9. 1952, with International Cnlom United Automobile, Aircraft and Agricultural Implcaent Vorkars of America aad Local- Mo. 1072 thereof, to* {other with amendments modifying said contract dated rospootlTsly uno 23, 1953, August 12. 1953, Ootober 16, 1953, end an undated amendment modifying Seotloa 15 and welding Bootlon 11 of said contraot. The agresment continues until Maroh 15,1955, and thereafter until modified or amended. Should either party desire to modify or amend the agreement. It la required to giwe 50 days' notice of Its desire so to do. The amendment of.October 16. 1953, provides that If the oonpany sells substantially all of Its assets and the pur chaser assumes and agrees to perform all of the provisions of the union oontraet, then the purchaser shall be substituted for the oonpany and the union eontraot shall continue as though originally made by the purchaser. There is also an agreement between frlssly and Keohanles educational Society of America Looal Ho. b. The agreement Is for one year from Karsh 15, 1953, and from yaar to year thereafter unless either party shall haws glwen 60 days' notice prior to termination of Its Intention to modify or change the agreement. MAR 001018 *ONNENSCHEIN SERKSON LAUTW M LEVINSON k MORSE Xareaoat Automotive Froduets, lao, Deoenber 23, 1953 fi| nmi An amendment dated Vovember 19, 1953, provides that If tha company aalla cubatantially all of Its aeseta and tha purchaser aaeunai and agrees to perform tha oondltlona of tha onion oontraot, than tha purohaser ahall ba aobatitotad for tha company. WTIHSMCTT PLA* Va also examined the rotiranent lnoona plan adoptad Kay 15, 19**, aa sat forth In tha printed paophlat praparad by the oonpany for Its anployaaa which nay bo annaaritad as follows: Batura of Flan. li la a contributory panaion plan fOndad through indlTidual ratiranant incono lnauranoa poliolaa. Eligibility. Employees between the ago of 21 and ik haying 2b months of service ara allglbls to partlolpate. Anount of BetIrenent Inooaa. For future aervioe (that la aarrtoa after Kay 15, 19**) the retirement lnoona will range fron*0? of ayaraga salary with 30 years of participation to 15? of average salary with 10 or laaa years of participation. In addi tion, participating anployaaa with past serrloe (serrloe prior to Kay 5, 19*4) will raoalya 1? of their salary for eaoh year of past aerrloe lass two years. Peath Benefits, '' " Death benefits ara 100 tines the normal monthly re tiresent lnoona or tha oash Talus of tha policy, whichever Is larger. Severanoe Benefits. ' On termination of employment, onployaes will raoalya 100? of thalr contributions plus an applloabla par eant of tha remaining oash ralue of tha policy. The percentage is IQ? for 2 years of senrloe and lnoreasM 3$ a year to 100? with 20 years of serrloe. Aa employee with 20 years of seryloe is thus fully yestsd. MAR 001019 BONNENSCHEIN BERKSON LAUTM << LEVINSON k MORSE Xareaont Automotive froduot*, Ine. December 23, 1953 Page Pour Kmtiloreo Contributions. Knploysts oust oontrlbuts ZO% of tho gross annual cost of funding future eervioe to be oligiblo. Ooupeny Contributions. Company will contribute the balanot of the eoet of the plan. Piseontlaupnee of Plan. The aompany ean diaoontlnue the plan at any tine. TKJ3T AqasgXElff OTIPEH RgTIRgMSWT PLAK Pursuant to the terna of thia plan, an agreeasnt of trust between Qrlszly and California Tzust company, as trustee, was entered into under date of Kay 15, 19^. Thia agreement incorporatea the plan by referenoe and recites that funds paid and to be paid by the company and annuity income poliolea with or without life insurance purchased with such funds shall be held by the trustee subjeot to the following provisional 1. The advisory board appointed by the board of directors of the ooupany is invested with the duty of adminis tering the plan under the direction of the board of directors of the company. The trustee shall follow the written instructions of the advisory board. 2. The trustee shall exercise all the rights of a legal owner with respect to policies held, all as mors particu larly eet forth In the agreehent. 3. The aeta of the trustee shell be binding and oonduelve on any life insurance oompany and no Ufa insurance company shall be required to take cognisance of tho roqulrenents of tho trust sgreensnt. b. All funds reoelved by ths trusto s shall bt held in ossh for tho purpose of purchasing retirement inoono polloles with or without life insurance and for ths psynsnt of prealuas thereon or for tho purpose of peylng trustee*# foes sad tho coot of adalniotratloa of tho trust* MAR 001020 SONNEN3CHE1N BERKSON LAUTM i LEVINSON k MORSE Voroaoat dutoaotlve Produeta, Dm. December 23, 1753 Pag# rin 5* The trut la oreatod for tho benefit of tho employeaa designated la tha plan aa contributing employee* who ara tha aola aad exclusive baaaflolarlaa of tha treat. Tha truataa ahall dletrlbute tha atparata aeouaulatlona or truat aoeouate aa follow#t (1) to any employee attaining hia aoraal retire ment age, tho polioy hold for hla benefitj (2) to aa employee taralaatlng hla employment befora attaialag hla aoraal ratlraaeat aga, hla baaafleial lataraat la tha truat by tha aothod provided oadar 'eeveranoe benefita" la tha plea; aad (3) to tha baaaflolarlaa of a daeaaaad employee or hla oatata, tho polloy or pollolaa hold for auoh employee. Dlatrlbotloa ahall bo aado by tho truataa opoa notlfleatioa by tha edvleory board aad tha aoeurraaoa of any oaa of tha above aaaad araata aad aot otherwlaa. f. Tho truataa any roalga oa 30 daya* aotleo to tha praaidaat of tha ooapaay oa loot raoordad oa tho hooka of tha truataa. Tho diraotora of tha ooapaay aay roaora tha truataa without oauaa aad auah raaowal ahall baooaa effeotlve upoa de livery of wrlttaa aotleo to tha truataa of tha raaoral. Upon removal or raalgaatloa, tha board of diraotora of tha ooapaay ahall oppolat 0 auooaaaor truataa. 7. Za tho treat of aargar or eoaaolldatloa of tha ooapany, tha auooaaaor oorporatloa aay ba aubatitutad for tho ooapaay aa truator. 0. Tho truat la Irrevocable but aay bo aaended by tho ooapaay without joinder by tho aaployaaa or tho truataa (ozoopt if tho liabllltlea of tho truataa would bo laoroaaed thoroby) by delivering to tho truataa a algaad oopy of auoh oaoadaoat, but no aaoadaaat ahall advereely affaot aay right a theretofore acquired by aay employee. MAR 001021 SONNENSCHEIN BERKSON LAUTM 4 LEVINSON * MORSE Karemont Automotive Products, Ino. December 13, 1953 Pag* Six 9. The company rnmi the right to discontinue tha plan at any tine and tha right to raduoa or dlaoontlnaa from tlna to tlna tha payments provided for nndar tha plan. 10. Onlaaa aoonar terminated. the truat ahall tontlnue In foree ant 11 the troataa and/or the Ufa lnauranoe oompanj haa aade tha laat payment due mndar tha laat oontraet Inoladad la tha traat and aatll tha traatee haa parforaad all of lta datiea thereunder. 11. Tha Intersat of any aaployaa or hia benaflolary ahall not bo subject to aale, assignment, hypothecation or tranofar. 12. Tha truataa la entitled to reaaonable eompenaatlon and ahall keep a record of lta aeoomnta aa truataa which ahall bo open to lnapootlon and aadlt by tha advisory board. Tha agreement ahall be oonatraed in aeoordanoe with tha lava of California. by amendment dated Beptenber 15, 1953* 1* U prolded that upon tha aalo of oabatantially ail of the aaaata of tha oompany to another oorporatlon, the company may aaalgn lta rlghta aa truator to the purohaaer mpon tha aooaptanoa by the purohaaar of aueh assignment ami lta aaaumptlon of all of tha obllgatlona of tha oompany aa truator and under tha plan. (Vo hare aant to tha California Traat Company an executed duplicate copy of the aaelgnment of tha treat to Pratt, hare advised them of tha mama and address of the president of Pratt and hawa asked them to let aa know tha amount of their annual charges for aotlng aa trustee of this traat.) ABSlQSXm TO PBATT IlCHJSTRISg. WO. Prior to December 15* 1953* fou acquired 103,700 shares of the oapltal atook of Pratt Industries, Ino., a lew York oorporatlon (heroin eallod "Pratt"), and on Deoenber 3, I953 your directors had determined that if this stock was acquired the underlying contract would be assigned to Pratt Industries, be. Vo, therefore, prepared a contract under MAR 001022 ONNENSCHE1N BERKSON LAUTM t LEVINSON * MORSE rp 'TT lUraaont Automotive Product*. Zso. December 13, 1953 Ftg Seven which jroa assigned to Pratt th* agreement of August 7, 1953, and guaranteed to Grinly that Pratt would wake the peymenta and perform the obllgatlona of the oontraot on pour part to ho performed, the guarantee being abaoluto and unconditional. Pratt aeoeptad the aaelgnnent and agreed to perform the covenant* thereof on pour part to be performed and Gristly consented to the assignment on these terms. The oontraot of assignment was exeeuted prior to the closing. CL03IMG The transaction was closed in oor offices on December lb, 1953, but as of December 15, 1953. At the closing the following documents were exe cuted and delivered! A. General bill of sale from Gristip to Pratt describing in the most general terms ell of the assets sold to pou and containing the agreement of Gristly that it would from time to time at pour request execute such further separate bills of sale, assignments or other Instruments as pou might deem desirable. B. Bill of sale from Grltsly to Pratt of the maohlnerp, equipment, furniture, fixtures, etc. with Exhibit A describing the most important items covered thereby and con taining a warrantp of title. Exhibit A was prepared bp Mr. frank Shelton. 0. Assignment from Gristly to Pratt of the right to the use of th* name "Gristly* (subject to the terms of th* agreement dated December 3, 19*b with the Thermold Company) and of all Griszip*a interest in any patents and trade-marks (it is not represented that there are any patent* or trad*, marks). D. Assignment from Orlsely to Pratt of notes and accounts receivable. Gristly agreeing that 97% be collected within 6 months and if less is so collected, to pay to Pratt the difference upon reassignment of the unoolleeted accounts. Pratt agrees that it will use its best efforts to collect the notes and aocounts and will credit them with any payments made bp th* debtora before crediting suoh payments on accounts aris ing after the date thereof. MAR 001023 SONNENICHEIN BERKSON LAUTM N LEVINSON * MORSE Karemont Automotive Produota, Xao. December 23, 1953 Pag* tight K. Aaeuaptlea agreement between Pratt end Orlaaly la vhloh, paraaant to tha taraa of tha underlying agraaaeat, Pratt aaaaaea all liabilities of Orlaaly at Deoeaber 31, 1952, refleeted In txhlblta A. 1 aad 0 (tha financial atataaanta) attaohad to tha underlying agraaaaat and vhloh raaaln aapald on Deoeaber 15, 1953; all llabllltiaa lnoarrad by Orlaaly In tha aaual aad ordinary course of business between Deoeaber 31, 1952. and Daoanbar 15, 1953, and than raaalnlag aapald] all llabllltiaa for atata and Fadaral Inooaa and axeaaa profita taxes for 1953 *lth lntaraat tharaon and lntaraat, if any, vhloh Orlaaly aay ba required to pay on tha rapayment to tha Oovernaent of any refund af taxes received by Orisaly after Daoeabar 15. 1953; nnd all liability under eontraeta and eon. altaenta made in tha uaual aouraa of bualnaaa an or before DeoeUber 15, 1953, including liability under eertaln aontraota apeolfled therein. Pratt also aaauaaa all llabllltiaa of bristly for atata or fadaral inooaa or axeaaa profita taxaa for yeara prior to 1953 not refleeted in Exhlblta A, I or 0 aad any other llabllltiaa aa of Daoeabar 15, 1953* not refloated la . j exhibit a A, B or 0, but not exceeding aa aggregate of |125,000 for all aueh taxaa and llabllltiaa. f. Agraaaeat between Orlaaly and Pratt aaalgnlng to Pratt tha oontraot with Looal Bo. 1072 vhloh Pratt aecepte and agreea to perform. 0. Aaalgnaant froa Orlaaly to Pratt of tha con tract with Local lo. 0 vhloh Pratt aeoapta and agreea to parfora. B. Aaalgnaant froa Orlaaly to Pratt of all righto under tha retirement inooaa plan and the treat thereto apper taining vhloh Pratt aeoapta and the obligatlona under vhloh it aaeuaaa aad agreea to perform. X. Enployaent oontraot vith frank V. Shelton pro viding that hie employment ahall continue for the balanoe of the calendar year 1953 though Orlaaly had not eold ita acaeta aad hiring him for the calendar year 195* general manager at Paulding for a ealary of #9.000 payable in monthly lnatallaenta, plua 7% of the annual net profits of the aabeatoa aad brake lining dlTiaiom of employer*s business, payable on Kerch 31, following the end of the calendar year. Profita are MAR 001024 ONNENSCHE1N BERKBON LAUTM i LEVINSON * MORSE Kareaont iatoaotlve products, Zaa. Deeeaber t). 1953 Page Bine dottrained before Federal aad atete laeoae aad exeeai profit* taxes. Onless the enpleyee eleota to retire froa the brake lining business aad eo notlflea the employer la writing, en- foyer hae the option to extend the eaployaent eontraot for additional one year periods upon the saae tern* and condi tions, said option to be exerolsed by giving not leas than 60 days* written notlee before the end of each eaployaent year of Intention so to extend the tern of eaployaent. 1. Lease between Easoo Piston Ooapany aad Pratt Industries, Xno. of the property at 8355 Viloox Avenue, Ball, California, fomtrly oooupied by Orlssly, for a torn of one year ending Deeeaber 15. 195*. *t a rental of $625 per aonth payable in advanoe on the 15tn day of eaeh aonth to the lessor at 8355 viloox Avenue, Bell, California, the lease provides that 1. The lessee nay not assign or sublet without the written consent of the lessor. 2. The lessee shall keep the inside of the preaisea in good repair and shall not aake alterations without the written oonsent of the lessor. 3* All laws and ordlnanees dull be eoaplied with. h. Lessee waives right to daaages sustained by failure of lessor to repair. 5. If insuranee rates are lnoreased by lessee's ocoupanoy, lessee will pay the difference la prealua. 6. Lessee will surrender possession of prenises at teralnatloa of lease in as good oondltlon as reason able use and wear thereof, daaage by the eleaents and other unavoidable easualtles will perait. 7. Cither party nay teralnate oa 60 days' written notlee. C. Pratt executed and delivered to Orissly its instaliasnt note dated Deoeaber 15, 1953* i* the principal sub MAR 001025 ' SONNENSCHEIN BERKSON LAUTM 4 UEV1NSON ft MORSE rp lb rz\ Kareaont Automotive Products, Ino. Dewbr 23, 1953 Pag* Tn of #330,000 with Interest at 5?C payable quarterly at 251 Sooth Windsor Boulevard, Lot Angeles, California, tho prlnolpal to ho payable la quarterly installments of #25,000 ooamanoing Karoh 15, 195b, end on tho 15th day of oaoh June, Soptoabor, December, and Karoh natll Deoeaber 15, 1956, whan tho balanoo of 155,000 1* payable with lntorott. Too ozoootod an unoondltlonal guarantee of tho payment of thlo noto. L. Bristly alto oxooutod and delivered to Pratt 0 nonaegotlable note la tho prlnolpal ona of 1228,000 payablo on or bofore January 1, 1956, with lntorott at $% par annua payablo quarterly at 2>1 South Vlndtor Boulevard, Lot Angelaa, Californio. Thia note refera to tho proTialons of tho under* lying ograeaent of Auguat 7, 1953, by the toraa of paragraph 23 of which Bristly agree a to file ita federal lnoone tax re turn for 1953 on or beforo Karoh 15, 195b, and file an appli cation for tentative carry back adjustment on B. B. freaoury fora 1137 U order to have tho mot loaa. of Brltsly for tho calendar year of 1953 oarrlod book aad applied ogalnat ito lnooae for tho calendar year 1952 for federal lnoone aad oxooaa proflto taxoa purpoaea. Bader paragraph 2b If Bristly doea not rootIto a refund for 1952, In tho aaount of #227,936,52 on or before JUne 15, 195b, It ahall file with tho Dlrootor of Internal Revenue a olala for refund. Ry paragraph 25, if Bristly rooaiToa a refund of all or port of aald loot aentloned aua and tharoaftor ahall bo required to return tuoh refund or any part thereof. It ahall within 30 days after tho return of ouoh refund file a elaln for refund, aad (paragraph 26) ahall proceouto lta application for tentative carry book adjustment or olala for refund and uee lta boat efforta to obtain a refund. At your requeat It will oaploy aueh attorneya aad aooountante aa you doaignate aad la tho abaonoo of tuoh requeat, ahall oaploy Its ova attorneya and aooountanta, you to pay the reasonable feea and ohargee of the attorneya and aooountante. Paragraph 27 provides that any aaount reoelved for tentative oarry back adjuataent or refund will be applied in reduotion of the nonnegotlable note and in terest ahall oeaae to the extent of aueh refund. If any part of tho refund hue to be returned, then the note ahall again be restored and bear Interest froa the date of repayment. When the tlae within vhloh the Dlrootor of Internal Revenue nay re quire the return of a refund has expired, the note shall be considered discharged to the extent of the refund. Paragraph 28 MAR 001026 BONNENSCHEIN BERKSON UkUTM i LTVINSON * MORSE rp p Karsaont Autonotiva Products, Zbo. Deaaaber *3, 1953 P|i Dma provides that If Grlssly receives a refund subsequent to January 1, 1956, provided tba mote haa haaa paid, than Grissly hall pay to you tha amount of euoh subsequent rafaad. Theaa prorlalona ara laoorporatad by rafaraaoa la tha aonnegotiable note. Should dafault ba aads la aay laatallaaat of lataraat whan daa, tha whola ana of prlaolpal ahall become dna laaadlataly at tha option of tha holder of tha aota. Ton axaoutad aa anaoadltloaal guarantee of thla aota by Pratt. va have bean laforaad by tha attomaya and aecountants for Grlszly that It has aoatalnad a large bualnaaa loss by reason of the aala of lta assets to Pratt. Va ara infoxned that tba loss Is greater than tha aat 1Boone of Gristly for tha year 1953 *0 that Gristly will not ba required to pay any Federal laooaa taxes for tha year 1953* In addition, there Is aa axeass loss whioh will ba serried book to 1952 sad which should enable Gristly to obtain a refund of all er a substantial part of the laooaa taxes paid by Grlssly far tha year 1952. the refund for 1952 lnooaa taxes will, of eoursa, be effected by tha anount af Grlssly lnooaa for the year 1953 before daduotloa of losses sus tained la tha sale. This lnooaa will not ba authoritlvsly known until the audit for the year 1953 la eonpletad. It is anticipated that the net lnooaa before deduotloas for losses sustained la tha sale will approxiaata H00,000. If auoh net lnooaa should be larger, tha olala far refund of tha 1952 taxes will be correspondingly affaotad. Va have an understanding with the attorneys for Grlssly that they will aako ao charge to Pratt for sarvloas la filing tha application for tentative 0arry baek Sdjustaent. M. A warranty dead fron Grlssly to Pratt oovaring the real estate at Pratt was axaoutad and delivered. Tha oontraot allooates |200,000 of tha purchase prloa to this real state and |220 in revenue steeps were thereto attached. Tha deed has been sent to tha Title Insurance Coapany of Minnesota for reoord and for tha Issuance of Its guarantee policy for whioh Grlssly will pay. V. Assignments of all assignable insuranoo poliolas at Paulding, Ohio, and at Ball. California, vara executed. Those at Paulding ware delivered to nr. flhalton to eonplata the trans fer and those at Boll ware sent to Mr. Moon for tha saaa purpose. MAR 001027 ' ' SONMENSCHE1N BERKSON LJkUTM I LEVINSON B MORSE EB) (STS) P V Xareuont Automotive Produote, Xno. Deoeaber 23, 1953 Page WiIti The tranafer of title to the two motor thiol# at Ball vara aant to you for azaeutioa and Hr. Shelton la taking earn of tha tranafor of the Ohio aotor ahleloa. The workmen*a coapanaatlon and employer*a liability polloiea covering tha planta at Paaldlng and Bell are not azalgnable and Hr. draco la haring now polloiea written. O. A ahort agreement vaa aattrad into between drizzly and Pratt providing that Pratt ahoald retain the eaeh la tha drizzly account at Paulding and that to that extent there would be no reduction of the purohaae prloe. Actually all of the oaeh la tha Paulding aoeount wae eloaad out prior to the eloalng. P. Oertlfled eoplea of reaolutlona of atoekholdara and dlreetora of drizzly, whloh we be11ere adequate, approving the execution and perforaanoe of the underlying contract and ita aaalgnaent to Pratt were delivered to ua and we have delivered to drizzly oertlfled eoplee of your reeolutlene approving the execution of the underlying contract. He have aeat to Mr. draco a fora of reaolutlon approving the doeuaanta ae executed by Pratt whloh ahould be adopted at the next neatlag of your direotora and oertlfled eoplea aent to drlssly. The erudite to the eeller and purohaaer in eonneotion with the eloalng of the traniaotlon were ae followet Purohaae prlee rlzaznelye due #1,65*>( 000.00 338,171.3* Vote In the aaount of #330,000. oo Honnagotlable note In the aaount of 128,000.00 Oaah in the aoeount of drizzly at the Con tinental Zlllnole Hatlonal Bank and Truat Coupany of Chicago 6*5,595*91 Oaah In drizzly Bank aeoount at Security Hatlonal Bank, too Angelo a, Califorate ,,112.232,75 Total #1.315.828.66 MAR 001028 ez) (s e b ) ( =e>s BONNENBCHE1N BERKBON LAUTM i LCVINBON * MORSE Karenont Antonotlwe Presets, Xno. Deeeaber *3, 1353 Pag* Thirteen The balance of #398,171*3# wae paid bp aaihlar1* shack la tha amount of #325*000, and bp pour ohook In the anount of #13,1?1.9#. Both ebooks voro aadc payable to Pratt Xnduatriea. Xno. and ondorsod bp It to Crlzslp. Zn detemlnlng tha balnnoe of the parohaso prloe, no offset vs giren to tho |100,000 earnest nonop deposit beeaoso this anount was tn- eluded in the California bank aeoount for which full oredit was giwon. The anount of liabilities of Brlszlp at Deoenber 15, 1953, *111 be shown In the audit now being node bp leidnan and Seldnan, the Independent certified publlo aeeountants employed to nake an audit of the business of Critzlp on Deoenber 15, 1953. CORPORATE MATTCTS We are adwlsod that OrIssly Xanufaetorlng Company; has changed Its nano to V. # Bnlth, Zne. We are adrlsed bp Prentlee Ball that Pratt was licensed to do business in Ohio, and has sewer formally with- . drawn, but has failed to file its lest animal report. They are taking oare of filing this report which will prewent the forfeiture of its license In Ohio. Ve are hawing then license Pratt in California and hawe written to Br. Shelton inquiring as to the wap in which business is done In other states In which Criesly was licensed and shall edwise pom farther when we hawe heard fron him. The following constitute the board of directors of Pratt1 Howard E. Volfson, Arnold I. Xarsnont, Jerome X. Conor, X. V, Maxwell, Charles A. Ileus and Russell A. Craban. Tbs following are Pratt*s officers1 Arnold H. Xarsnont, president and treasurert Jerome X. Conor, wiee president! John 0. Grace, wise president and secretary! and Bernard Bath, assistant . secretary^. wssMum ;; Walter Hnlth purchased the Cadillac ear and motor boat looeted at Bell. California, the car for 13,755*#1 which was its bookmine and the boat Tor #1,900 which was the agreed prioe and made payment bp his separate check for 95655*#1 which he delivered to XT. Craoe. MAR 001029 (S )(S = E ) SONNENSCHE1N 1ERKSON LAUTM i IXVtNSON * MORSE laremont Autoaotlra Products, Ino. Pimbtr 23, 1953 Pag* Fourteen Va ara edaised that dritEly*a regular dlaldend of $24,000 was daelarad and paid (as paraittad by tho taraa of tha underlying oontraot) bafora tha closing. Mo oontraot of aaployaent vat antarad lato at tha dosing with Itiohard Smith and Joseph Mrmin, bat it la underatood that they will continue to tha and of the year 1953 on tha tome on vhloh they had bean employed by drlssly (inelud ing participation In the 1953 profits), and that you are to write them letters at a subsequent date with raferanea to their employment. tWCLOSORKS We are eneloelng herewith the following original doeuments all dated December 15, except aa otherwise notedt contract. 1. Assignment and acceptance of the underlying .2 general bill of sale. 3. Sill of sale of machinery, equipment, etc. 4. Asaignnent of patents and trade-marks. 5. Assignment of notes and accounts recelwable. *. Assumption agreement (in duplloate). 7. Assignment and acoeptanee of contract with Local Union lo. 1072. I. Assignment and aceeptanoc of contract with Loeal Union Mo. 9. Assignment and acceptance of income retirement plan and trust relating thereto. ID. employment agreement with frank W. Shelton. MAR 001030 o' Mareaoat Automotive froditti, Ine. Dooeaber 23, 1953 Page Fifteen 11. Lease fron Saaoo Piston 0o. 12. Agreeaent or Orlssly to furnish guarantee polloy. 13. Agreeaent relative to tbo Paulding bonk oooount. 14. The Moveaber 19, 1953, oaondaont to tho contract with Local Union *0. 4. Vo are also eneloslng oopiea of tho following doeuaentst 1. 1330,000 Installment note. 2. Ouarantes thereof 3. $228,000 aonnegotlable note. 4. Uuaraatee thereof. 5* Tho oontraot with Loeal Union Mo. 1072 and aaendaente (eoae of tho aaendaonts being executed eepies). 4. Tho trust relating to the retlreaent plan and aaendaanta thereto (we aaderetand that a copy of the retlreaent plan Itself is la yor possession). 7. The aadorlylag agrssasnt dated August 7, 1953* 8. Survey of the property at Paulding, Ohio. VU1 yon ploaso acknowledge receipt of the enolosuree on the earboa of this letter. Tory truly yours, somxxooniM maesom ladtkaii lctzmsom a morse * Louis P. Mailer LPHilas Eno. MAR 001031