Document XzYdzYo3xaOxpZ2GyaD273w2d

PONTIFFS EXHIBIT^ rv&ifRi'S a---- MINUTES OF SPECIAL MEETING OF THE BOARD OF DIREC Rjhs OF DEWEY AND ALKY CHEMICAL COMPANY A .Special Meeting of the Board of Directors of Dewey and Almy Chemical Company was called to order at 11:SO in the morning of April 10th, 1930, at Kidder Peabody & Company., 115 Devonshire Street, Boston, Mass. There were present Messrs. Dewey, Alny, Griswold, Trumbull and Ferguson, being a majority of the Directors of the . Corporation. \ \ The President presented the foregoing Waiver of V Notice of this meeting, which was ordered to be filed with the ) records of the Directors. Upon motion duly made and seconded it was VOTED: To dispense with the reading of the Minutes of the previous meeting. Upon motion duly made and seconded it was VOTED: To issue forthv/ith to Kidder Peabody & Company, ' under our contract with them, 4,500 shares of Class A Preferred Stock at $ 100.00 per share plus accrued dividends from March 1st. Upon motion ddly made and seconded It was VOTED: To authorize the officers of the corporation to file with the Department of Corporation and Taxations State House, Boston, Mass., whatever papers'are nec essary for the issuance of 4,500 shares of Class A Preferred Stock to Kidder Peabody & Company, in ac cordance with the foregoing vote. Upon motion duly made and seconded^'It was VOTED: i- \ To approve the action of the ofrdldf^rs in making the following offer to the Stockholders of Multibestos Company: % \ I' 183 t rs The President presented copies of eleven contracts with the General Rubber Company and the United States Rubber Company which have been executed. VOTED: Upon motion duly made and seconded it was v- To approve the action of the officers of the corporation in executing the contracts presented with the General Rubber Company and the United States Rubber Company as follows: Asbestos License Agreement Addendum to Asbestos License Agreement Modification of Shoe Cement'Agreement New England Jobbing Agreement Modification of Hair Cloth Agreement Latex Purchase Agreement Impregnation Option Agreement Impregnation License Agreement "A" Impregnation License Agreement "B" Rubber Latex Research Corporation - Supplement to Asbestos License Agreement Supplement relative to Dispersions Process, Inc. The President presented a contract which had been entered into with Rubber Latex Research Corporation. VOTED: Upon motion duly made and seconded it was To approve the action of the officers ..in executing the contract presented with the Rubber^Latex Research Corporation entitled "Modification of Rubber Latex Research Agreement." VOTED: Upon motion duly made and seconded it was That the Clerk be directed to mail to each Stockholder the following call, dated April 10th, 1930, for a Special Meeting of the Stock holders to be held on April 17th, 1930: ft \ Upon motion duly made and seconded it was 183 '.f VOTED: That the President be instructed to mail to each Stockholder with the call for the Special Meetingof Stockholders the following letter, dated April .... 10th, 1930, entitled "Comments on Call for Special Meetin DeweyanbAimy CnEjmvVL Comr\ny factorics GAMBRlOOt(MA$SA6NU8ITT8 OAKLAND, CALIFORNIA FARN MAM, QUEGANAOA NAFLES,ITALV DARCX A.G- fNMMfWHT *Tto i* HMiAONtiami KANCFACIURBRS OF DEWALCO JOfD GOLD SEAI* - PRODUCTS , Massachitsetts -*T- - ji 5/?. v ' ^MomronCABLE ADpAESt . 4-` Comments on Call for Special Meeting i : (S To the Stockholders of Dewey and Almy Chemical Company: - : Enclosed is a formal notice of call for a special meeting of the stockholders to be held on April 17,193$, for -the purposes set forth in such notice. ' Since rite writing of the Seventh annual report of your Compares operations, 4,500 shares of Class^4, preferred stock have beat taken up by Kidder, Peabody and Company (under their contract with the Company}'"' i to finance present projects and provide additional working capital'. The proposed increase in capital qfyour ( Company outlined in rite above call is recommended to enable the Company to acquire stock of Mulribesthe.Com- f pany in accordance with an offer, which has already been accepted by the principal stockholders of .Muft9testfe -i. Company, for not less than 75% of each of the preferred and common stocks of Mulribestos Company." ThKfcrs.. the terms of this offer, payment for this stock will be made as follows:-- / For each two shares of preferred, stock-of Mulribestos Cigpipany, the holders will receive one'share of Dewey and Almy. Chemical Company Class A preferred; stock, and $87.00 in cash plus $235 to adjust <1-* Companydividends to May 1, 1930; and for each share of commottratock, $20.00 in cash. In addition, our wiH be called-upon to pay $25,00(1 to cover certain expenses^ commissions, etc. If the offer is taken up by all the preferred and common stockbolden'of Mulribestos Company, this will call for 3,088 cash. shares . of C>il.ass' A preferred s tSofcckv; o"f Dewey* and JAlm' y Ch3-e1t-m'. i'cal Com. pany and approximate'ly $526,000; -i?n:<' . Mulribestos Company is a lo(i*established Company, located at 'Walpole, Massachusetts, where it manbs fabnires both wayor'and molded brakebands and dutch* fairings impregnated with asphaltic and oil type binders* Its balance sheet at. January 1st showed working capital of approximately $408,000. and plant assets carried'on the books (after deduction of allowances for depredation) at approximately $632,000. The Company's gamings last year were slightly oyer $100,OQO., but due to the changing trend in.'brake linings, it is highly desirable that Multibestos Company should also in a position to merchandise a line ofrubber-bonded flexible and rigid molded brake linings andt nbb^-bonded tch facings. We hate developed and 'applied for patents upon such products, We have also a ` ' of reciprocal licenjrag agreements ..With the United States Rubber Company under the terms " J that that Company will mercharidp* a large volume of brake bands manu- factured by us. y In view . your Directory believe that whim "Multibestos Company b licensed byour Company to nut sible to mati ucts, together w^h other asbestos rubber-bonded materials, it should be pae.ume of business dp^e by Mulribcitos Company. If the stoikboli subscribe for new Peabody and Company _ ^ e the actions outlied in the call, transferable warrants good until May 20th to y * fjnailed in due couxs^o the stockholders. Arrangements will be made withKiddcr*.. | _P_u_r_chase and sale dfsuch war_r_a_n_t_s__b,y th_ ou s__o_t_h__at_p_e_r_s_o_n_s__d_e__s_ir_i_nmg t,,o d. b,,pUcIIsUevbff their rights may be awea_to do so to the best advantage and so that stockholders desiring to subscribe-to mote than their allotment m*v have an opportunity to purchase additional stock. ii {>'< If the stocfehoMprs i&prove the recommendations of the Directors full informatmi^ to-ibemanner of exercising rights awl puithasing and selling warrants will bit mafled^promptlv to you together with the nmW of warrants to which yoO' i&t entitled. ^ '- .. .- Payment for ibtii|$ cpverwUhy these warrant*yillbe due on o*4>efo&tJune I, 1930.^' . It b hoped that be present at to execute the enclosed proxy and to return vote, but if you are unable to do so you' tcramptnvfog 'envelon*. fejkokcr otwcT. Miai . *. v 4 <* ONAJIUBS------------- *T|TB nwilll^r '\r'' u*- . . Dewet^vm) Ai?iy Chemical Comevny ffy 'jQrAeiomu Ci^4an|OfC. MASSACHUSETTS ;pju$*ND. CALIFORNIA FARNAANiQUE.CANADA . '-.^MARiCS.ITAl.V -'* ' ' ' 1 a.a.. ?* w,hiiwawt .4 ? *-:*: \ $ *% IWOOWWIMTOI IN wwwcwmm MumrACimna of DEWALCO AND OOUD SEAL PRODtTCTS Cambridge B, Massachupetts > XUU ADDRESS "DEWALCO" BOSTON Notice of Special Meeting,b#* Stockholders Tb th* Stockholders of Dewey and Almy Chemical Company: > : . - jVi-.C. will You are hereby notified that a special meeting of the stockholders of the corporation be held at the company's office, 23 5 Harvey Street, Cambridge, Mass., on April 17, 1930, at four o'clock in the afternoon for the following purposes! ^ I- , tjr- j - - r ``k: 1. To see if the stockholders wjp Vote to increase the authorized number of .Class A common shares with- ' * out par valuefrom 37,60Q.*bares to 40,156 shares. *, , , v. 2. To see if tlteHtockhoIdersljirill vote to increase the authorized manhereof Class A preferred shares' T* from 99Pflt;^i7^00 shares* y, . 3. To see if stockholders will; vote to offer to the preferred and Class A preferred stockholders of record ApriF.-tO; 1930 the right to subscribe for Class A preferred stock and Class A common stock in blocks of two shares of Class A preferred stock and one share of Class A common stock at the price 1 of $100 an&accrued dividends per share of Class A preferred stock and $1 per share for the Class A commoirstock, such blocks to be offered on the basis of one such block for cadi 12 shares or fraction ; of 12 shares'()f the total number of preferred and Class A preferred shares standing in the name of each stoi^ibolder on the books of the company. ' - f 4. To see^iflf. tfie stockholders will vote to offer to the common and Class A common stockholders of 110, 1930 the right; to subscribe for Class A preferred stock and Class A common stock.' .two shares of Class preferred stock and one share of Class A common stock at a price ` accrued dividends per share of Class A preferred stock and '$1 per share for the Claar. ock, such blocks to be offered on the basis of one such block for each 45 shares or fraction' of the total number of common and Class A common shares, standing in the name .of stockholder on the bodes of the company. 5. the stockholders will vote to authorize the directors to sell 600 shares of Class A preferretf stock arid 300 shares of Class A common stock in blocks as aforesaid to such employees of the com pany as they shall determine (including employees of subsidiary and affiliated companies) other Messrs. Dewey and Almy at not less than the same price as said blocks are offered to stockholders, such blocks to be offered on such terms and at such times as directora-jpiay determine. To see if the stockholders will authorize the directors to detengine the tinu^ terms and manner of the disposition of the balance of the Class A preferred and Common stock to be authorized, sub ject to.the condition that in the case of any such stock fat.;cash, it may be issued only in blocks of two shares of Class A preferred stock and one tss A edmmon stock at a price not less than $220 per block plus accrued dividends on the .< if the stockholders will vote to authorize the.. efreff glares. . AnUae the date of expiration M. rSubscribe, the date for payment of subscript t?stockholders, and other details in conni irrants to subscribe of additional stock J any other busines^^t may properly come before the ^ PLEASE BB VOTED IN fCI :?BESENT IN PERSO; f v? j i M 'April 10,1930. __ TM ENVELOpK THE enclosed proxy which OF THE ABOVE UNKESS CONTRARY INSTRUCTIONS ARE RECEIVED 4BJWUSS YOU PLAINTIFF'S EXHIBIT Almy, Jl_ Clfrk, ` V.'US??: JSd 184 VOTED: VOTED: Upon motion duly made and seconded it was To authorize the officers with Merrill Griswold, _ and upon approval of counsel (provided the Stockholders authorize the increase of capital stock and the issuance thereof in accordance with the foregoing call) to determine the date of expiration of rights to subscribe, the date for payment of subscriptions, the form of warrants to subscribe to be issued to Stockholders,, and issuance of stock to employees, and other details in connection with the issuance of stock to Stock holders, and mailing to Stockholders the necessary details and warrants. .( Upon, motion duly made and seconded it was To approve the action of the President in mailing to the Directors of Multibestos the following letter: April 9, 1930. To the Directors of Multibestos Company, c/o Stoughton Bell, Boston, Mass. Gentlemen:- In connection with the offer we have made to the holders of first preferred stock in Multibestos Company by which they will receive Class A preferred stock of the Dewey and Alnry Chemical Company in part payment for their first preferred stock in Multibestos Company, I.submit the following information in con nection with the Dewey and Almy Chemical Company. The Dewey and Almy Chemical Company was incorporated under the laws of Massachusetts in 1919 and has its main factory in Cambridge, Massachusetts, with branch factories at Oakland, California, and Naples, Italy. It owns the capital stock of the Dewey and Almy Chemical Company of Canada, Limited, with a factory . in Famham, Quebec, and one-half of the capital stock of Darex Aktiengesellschaft fur Kautschuk Verarbeitung, a German corporation with a factory in Frankfurt am Main, Germany. The Dewey and Almy Chemical Company has specialized in the manufacture of sealing compounds and other products used by manufacturers of tin cans and in other chemical specialties such ; as soldering fluxes, adhesives, etc. used in various industries. i' V tr> . Many of Its products are manufactured from rubber latex and it is said to be the second largest consumer of this commodity in the United States. Its sales in 1929 were approximately $ 2,000,000 of which 24# represented shipments to 30 countries other than the United States. It has large and specialized chemical research _ staffs both in this country and in Germany. It is now broadending its activities preparatory to manufacturing and merchandising a group of new products made from rubber latex including (1) Darex soles and heels, (2) porous rubber filter cloths for the chemical industry, and (3) porpus rubber storage battery separators. It owns many patents and patent rights among which are fundamental rights in connection with the manufacture of asbestos products made with latex. There follows a consolidated, condensed balance sheet of the parent company and Its Canadian Subsidiary as at December 31, 1929: Assets Cash Accounts Receivable (less reserve for doubtful Notes Receivable - employees Inventories at the lower of cost or market Cash value of life insurance-policies and prepaid expenses. Total current assets Land, buildings and equipment Durable containers. Total fixed assets `'investment in Darex A/G (50# owned) Formulae and processes Liabilities Accounts Payable Notes Payable Accrued expenses Provision for Federal Income and State Taxes Total current liabilities $37,767.59 106,664.83 4,420.50 265,685.92 15.240.10 $ 429,778.94 939;140.67 13.173.04 $ 952,313.71 59,858.50 60.000.00 * 1,501,951.15 $ 146,664.35 40.000.00 6,571.06 29.000.00 $ 222,235.41 Brought Forward $ 222,235.41 mortgage payable - secured by land Provision for durable containers in customers1 hands. Total liabilities 8,200.00 - 2jJSLM $ 238,256.41 Provision for depreciation of fixed assets $ 161,933.81 Capita^ Preferred and Class A preferred stock, 5,500 shares Common and Class A common stock 36,730 shares Surplus $ 550,000.00 J.56,949.57 394.811.36 $ 1,501,951.15 Note:- The item of $ 60,000 for Formulae and processes repre sents capitalized value of original formulae and processes re ceived in return for common stock at the time of the Company's incorporation in 1919. The balance of the common stock was paid for in cash. The capital structure of the company is now: Preferred, par value $100 7% cumulative Issued Not Authorized Dec.31.1929 Issued 3,500 3,500 None Class A preferred - par value $100 - 7% cumu lative 9,000 2,000 - 7,000* Common, no par value ** 2,400 Class A common - no par value 37,600 2,400 34,330 None 3,270 Kidder, Peabody & Co. is committed up to December 31, 1935 to purchase this at par at the discretion of the Chemical Company's Board of Directojjs. The Class A preferred stock carries yearly cumula tive dividends at the rate of 7%, payable March 1st and September 1st, and is in all respects identical with the preferred stock except that it has no voting power whatever. 3J* The Directors of the Dewey and Almy Chemical Company plan to issue in the near future 4,500 shares of the above shown unissued Class A preferred stock and to recommend to the Chemical Company stockholders increasing the dapital stock of the Company to enable it to take care of its obligations in connection with" its offer to the stockholders of Multibestos Company and to pro vide additional working capital. follows: An analysis of earnings for the past five years - 1925 1926 1927 1928 1929 Net. earnings Preferred dividends paid Common dividends paid Carried to Surplus 50,911 70,086 71,350 13,053 14,000 14,000 2,740 8,220 10,960 35,118 47,866 46,390 140,099 174,052 '20,958 .28,000 18,189 33,230 100,952 112.822 Very truly yours, DEV,'EY AMD ALMY CHEMICAL COMPANY. BRADLEY DEWEY. President. VOTED: I* Dpon'motion duly made and seconded it was To adjourn. ATTEST: OMARUt ALMT, 9 4 Dewis^vm) Auiy CiiEjnrAL Gompant ify 'JJfaotomim MASSACHUSCTTS 'tjRLlffeAMD. CALIFORNIA .FARMAAMfQOE.CANADA :~r MAFi.CS*ITALY ' i*pjM**X A.O, .. W*M*M*f'V'/a*r:t'H-i,MRMANV % *& -t A?;* Notice kNOOMOMTKe HAIUCNUtmt MANUFACTURERS OF DEWALCO AND GOLD SEAL PRODUCTS Cambridge B, Massachusetts ' 'CABLE AODftESS "dewalco"bostom ,,...->** .-i -vv - ' `-"r . . .-V of Special MEETiM'o .br" Stockholders \ $" * --`.v.. rd the Stockholders of Dewey and Almy Chemical. Company: wll You are be held at hereby notified that a special meeting of the stockholders the company's office,'235 Harvey Street, Cambridge, Mass., of the corporation on April 17, 1930, at four o'clock in tbe afternoon for the following purposes i ' 1. To see if the stockholders wjp vote ro increase the authorized number of .Class A common shares with- out par value from 37,60^shares to 40,156 shares. *, Uer i , ' .t .2 To see if tjhcSStockholdersVwfll vote to increase the authorized numbenof Class A preferred shares from 9CpO;l^|7^00 share* : \ f"> * o '* I Vi. V| t* &rZe*-\L'i \ a 3. To see if j&S stockholders will, vote to offer to the preferred and Class A preferred stockholders of record ApriF lOj 1930 the right to subscribe for Class A preferred stock and Class A common stock in block* of two shares of Class A preferred stock and one share of Class A common stock at the price . of $100 an&accrued dividends per share of Class A preferred stock and $1 per share for the Class A commorfst^c^ such blocks to be offered on the basis of one such block for each 12 shares or fraction ; of 12:shares bf the total number of preferred and Class A preferred shares standing in the name of each stockholder on the books of the company. ' To see^iltfip stockholders will vote to offer to the common and Class A common stockholders of 10, 1930 the right'to subscribe for Class A preferred stock and Class A common stock,- two shares of Class preferred stock and one share of Class A common stock at a price,; ' accrued dividends pier share of Class A preferred stock and $1 per share for the Claw, tock, such blocks to be offered on the basis of one such block for each 45 shares or fraction! of the total number of common and Class A common shares, standing in the name of stockholder on the books of the company. . i" # r ?- ` tj *. To see' 8 the stockholders will vote to authorize the directors to sell 600 shares of Class A preferred stock add 300 shares of Class A common stock in blocks as aforesaid to soldi employees of the com- - pany as they shall determine (including employees of subsidiary and afEliaitrii companies) other th Messrs. Dewey and Almy at not less than the same price as said blocks sire offered to stockholders, such blocks to be offered on such terms and at such times as tjjje directorvjtaay determine. To see if the stockholders will authorize the directors to determine the tinu^ terms and manner of the disposition of the balance of the Class A preferred and " Common stock to be authorized, sub- ject to the condition that in the case of any such stodc fo^.cash, it may be issued only in blocks of two shares of Class A preferred stock and one A aknmon stock at a price not less than- $220 per block plus accrued dividends on the eired shares. V. . ' To see if the stockholders will vote to authorize tbe rigljutjb iubscribe, the date for payment of subscript iss]tri33ofstockholders, and other details in conned^ atftf&ftei _ i :&nune die date of expiration rrants to subscribe t(g` of additional stockj" J .T$t any other business .Wit may properly come before the meetine. .v PLEASE RETURN IN THE ENCLOSED STAMPED ENVELOPE THE ENCLOSED PROXY' WHICH >B VOTED IN f*VOI OF THE ABOVE UNLESS CONTRARY INSTRUCTIONS ARE RECEIVED OBJBNUSJ YOU /RESENT IN PERSOf *v PLAINTIFF'S 'OCHarles Almy, J.^-, pril 10,1930. EXHIBIT cm Jg-/ &!&*** (