Document e5oNZrgK684JdRwrNeNY76Myp

BeweyaxdAuirCnEjncAL Company mcoTnimi m MMCACNutiTta r#crtit tfSIMMK. MAIIACHUilTTt 0RbAMO,CAbirO*NIA fAHNMAM, QUl,CANAOA * LONOON N' 1C, KNAUNB HAAtCS.ITAkV MUlTltClTOS COMPANY WAbAOkli MHACMU*ITTI KAirarAcrasu or _______ DICWA1CO AND GOLD SEAL PRODUCTS B,Cambridge Massachusetts OAttc Aooatii 'DSWAtCO* OOtTON- August 1, 1934. Multibestos Company, Walpole, Massachusetts. I* v' Dear Sirs: We hold a controlling (though not a 100 per cent) Interest In the stock of your Company. The opera tions of your company have shown consistent losses as the result of which you are Indebted to us principally for monies advanced to make good resultant shrinkages in working capital in an amount exceeding $1,800,000. We hereby offer to take over your business and assets other- than real estate and to enter Into a lease with you of such real estate in accordance with the terms of the following offer: (1) We to acquire your business, including trade marks, trade names, patents and good will, and your assets, other than real estate, at sound values, such values to be determined and payment made In the following maimer: (a) Cash, accounts receivable, notes, accept ances and prepaid expenses to be taken at face value as they appear on your books. ' 0>) Tour inventory, to be taken over at the current market value thereof (to be arrived at by adjustment for current market prices of raw materials). (c) Machinery, to be taken over at cost less accrued depreciation. (a) Trade marks, trade names, patents and good will to be taken over at $5,000.00. I J U Wultlbestos Company - 8~1"84 the foregoing to be paid for by the assumption of all your outside liabilities and by credit of an amount corresponding to the remaining asset values, determined as aforesaid, upon the Intercompany Indebtedness existing between us. The Intercompany Indebtedness remaining after such credit we will cancel, transferring the same to our Investment in stock of your Company, so that your Company will then_own its.real estate free, end clear-and will be relieved of all debt. () We will enter Into a lease with you of your real estate* for a rental of $18,000.00 per year, we to bear expense of repairs and maintenance. (3) Tour Company Is to take all action, corporate or otherwise, neoessary so that its name shall be changed to "Walpole Factories, Inc.* or some other name) and so that Its agreement of association and articles of organization and By-Laws will be amended to make It a real estate corporation and In any other respects necessary or advisable con sistent with the carrying out of the terms of this offer; and so that you shall consent to the use of the name "liultlbestos* by us or by any corporation which we may nominate or cause to be formed for our purposes. (4) If you shall accept this offer, the contract re sulting shall be subject to all corporate action by our respective boards of directors and your shareholders necessary to authorize or ratify the same and to authorize the carrying of It fully Into effect. (5) If you are willing to accept this offer, kindly so signify by signing one copy of this letter In the space provided below, whereupon this letter will evidence all the terms of the agreement between us. Very truly yours. The offer contained terms and conditions t MULTIBESTOS COMPAFT T>w / /^/ 1 the / MINUTES OP SPECIAL MEETING OP BOARD OF DIRECTORS OF DEWEY AND ALMY CHEMICAL COMPANY HELD ON August S3, 1934 at 3:30 P.M. AT THE OFFICE OF THE CORPORATION, 235 HARVEY STREET, NORTH CAMBRIDGE. MASS. 261 A Special Meeting of the Board of Directors of Dewey and Almy Chemical Company, notice of which was mailed to each Director on August 9th, was called to order at 3:30 P.M. at the office of the corporation. There were present Messrs. Anderson, Almy, Putnam, Egan, Ferguson, Mayo-Smith, Lawton and Lunn - being a majority of the Directors. Mr. Thayer of Gaston, Snow, Saltonstall & ' Hunt was invited to attend. Chairman. As Mr. Dewey was not present, Mr. Almy acted as The minutes of the Directors* Meeting of June 85th were read and approved. The minutes of the Executive Committee Meetings of August 1st and August 20th were read and approved. The Vice President reported that the written offer of this corporation made to Multibestos Company under date of August 1, 1934, as authorized at the meeting of the Executive Committee held on said date, had been accepted by Multibestos Company. He then presented to the meeting a form of indenture between this corporation and Multibestos Company proposed to be entered into pursuant to said written offer, a copy of " which is recorded with the minutes of this meeting. Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: , .. That'the form of indenture between this corporation and Multibestos Company presented to this meeting be- and hereby is approved, and that Mr. H. S. Fergusoi as Treasurer of this corporation be and hereby is authorized in the name and on behalf of this corpo ration to execute and deliver said instrument, and that the Assistant Secretary be and hereby is authorized to affix the seal of this corporation there.to, and to attest the same. The Vice President then presented to the meeting a form of lease to the corporation from Multibestos Company proposed -to be entered into pursuant to said written offer, a copy of which is recorded with the minutes of this meeting. 263. Upon motion duly made and seconded, It was UNANIMOUSLY VOTED: That the form of lease to this company from Multlbestos Company presented to this meeting be and hereby Is approved, and that Mr. H. S. Ferguson as Treasurer of this corporation be and hereby Is authorized and directed In the name and on behalf of this corporation to execute, acknowledge, and deliver said Instrument, and that the Assistant Secretary be and hereby Is authorized to affix the seal of this corporation thereunto and to attest the name. The Vice President -then reported that with the written consent of Multlbestos Company a new corporation, having a capital stock of 10 shares of a par value of $100.00 each, had been Incorporated under the laws of the Commonwealth of Massachu setts at the Instance of the officers of this corporation on August 17, 1934, with the name "Multlbestos Company". Upon motion duly made and seconded. It was UNANIMOUSLY VOTED: That the action of the officers of this corpo ration In causing a new corporation to be or ganized under the laws of the Commonwealth of Massachusetts on August 17, 1934, with the name "Multlbestos Company" and to subscribing for all of the capital stock, be and hereby is ratified and approved. There was then presented to the meetlfig a form of written offer addressed to Multlbestos Company (New) looking to the appointment of said corporation as the non-excluslve agent for the distribution of certain of the products of this corporation. A copy of said written offer is recorded with the minutes of this meeting. Upon motion duly made and seconded. It was UNANIMOUSLY VOTED: That the proposed form of written offer addressed to Multlbestos Company and presented to this meet ing relating to the appointment of Multlbestos Company as non-excluslve agent for the distribution of certain products of this corporation be and here by is approved, and that Mr. H. S. Ferguson as Treasurer of this corporation be and hereby Is r -7 I t authorized and directed In the name and on behalf of this corpo ration to execute and*deliver to Multibestos Company a written offer in or substantially in the form of the said written offer presented to this meeting. The Vice President then suggested that this corpo ration be qualified to do business in the States of New York, Georgia, and Washington, and presented to the meeting a statement and desig nation pursuant to Section 210 of the General Corporation Law of New York a Certified Statement for Annual Registration, pursuant to the laws of Georgia, and an Application for the Purpose of Secur ing the Right to do Business conforming to the laws of Washington. Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: That this corporation be qualified to do business in the States of New York, Georgia, and Washington, and that the instruments presented to this meeting relating to such qualification be and hereby are approved, and that the proper officers of this corporation and more particularly as to each such instrument the officer or officers therein desig nated to execute the same, be and they hereby are and each of them is authorized to sign and where requisite acknowledge or swear to the said instru ments and to file the- same, together with all certi fied copies and other instruments requisite in the particular states with the proper authorities of the respective states and as required by the laws thereol and to pay all fees and to make all returns and pay. all taxes required by the laws of the respective states, and to'take all such further action as may be requisite or desirable to obtain the qualification of this corporation in the same states. Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: That the proper officers of this corporation be and hereby are authorized to execute and deliver and where requisite to acknowledge and swear to all such instruments and to take all such action as may be requisite or advisable to carry the action of the Board of Directors expressed by vote at this meeting fully into effect. 4:10 P.M. The meeting adjourned at 3:55 P.M. to reconvene at The meeting reconvened at 4:10, P.M. with the same members present. Mr. Thayer was not present. Balance Sheet aa of July 31st and Consolidated Profit and Loss Statement for July were presented and discussed. Upon motion duly made and seconded, it was UNANIMOUSLY VOTEDs To declare a dividend of $3.50 per share on Prior Preference stock, payable on August 27th to stock* holders of record at the close of business on August 23rd, 1934. The advisability of appropriating $25,000 for the redemption of Prior Preference stock and authorizing the officers to ask for tenders was discussed. No action was taken as it was thought advisable to wait until the next meeting when other members of the Board would be present. Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: To authorize the Treasurer to open an account with the State Street Trust Company. Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: That effective September 1st all drafts and checks drawn upon the corporations funds in the State \ Street Trust Company shall be signed by one of the following: President Vice President Treasurer Assistant Treasurer - Bradley Dewey Charles Almy, Jr. Hugh S. Ferguson Denis F. O'Brien William L. Taggart, Jr. Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: To authorize the Treasurer to open an account with the Walpole Trust Company. Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: That effective September 1st all drafts and checks drawn upon the corporation's funds in the Factory Payroll account at the Walpole Trust Company shall be signed by one of the following: n 5535" 26 President Vice President Treasurer Assistant Treasurer - Bradley Dewey Charles Almy, Jr. Hugh S. Ferguson - Denis F. O'Brien Willian L. Taggart, Jr. Thomas H. Bateson Maurice Mason Mr. Almy outlined the steps which ha^e been taken towards reducing the expenses of Multibestos Company and stated that so far approximately $50,000 per year had been eliminated. The situation in connection with the Canadian Factory was explained, and Mr. Almy stated that the present plan call for offering the Farnham Factory for sale for a figure of $25,000. Provided this could be sold we would either purchase a suitable second-hand factory or build a new one in a more suitab location - probably in or around Montreal. For the time being in order to eliminate congestion at the Farnham Plant certain products will be stocked in Montreal. Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: To authorize the officers, if they thought advisable.. to sell the Farnham Factory for not less than $20,00( Mr. Almy stated that a parcel of land, containing approximately 43,000 square feet, which, adjoins our property at Oakland, California could probably be purchased for $5,000. After considering the matter, it was thought advisable to take definite steps until the next meeting of the Board. Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: That the following minute be adopted and spread on the record, and that the Secretary be instructed to forward a copy to Mrs. Walker. "Our fellow director. Dr. W. H. Walker, was taken by heart disease on July 9th, 1934 while driving his car from Bridgton, Maine. His death has deprived the Company not only of a valuable director and the head of its Patent Department but also of one who has from the start been an inspiration to the executives and entire staff of the Company. . Walker's work as a pioneer in the development of chemical engineering and the education of chemical engineers was too outstanding and too well known to need comment here. Likewise, was his work with the Chemical Warfare Service which led to his receiving the Distinguished Service Medal and his work In connection with the technical problems Incident to Important patent litigations. However, it Is fitting that we should here record that he not only was the inspiration which led Mr. Dewey and Mr. Almy to go into chemical engineering but also that he was their constant friend and adviser during the time that they were considering the formation of the Company. Their decision to go ahead was largely influenced by his willingness to risk his hard earned funds in the original financing. His advice and help were always freely given and it was only when per suaded to give practically all of his time to the Company that he was willing to accept any recompense for his services. In the short time that he was in charge of our Patent Department, he not only was of invaluable service in laying the ground work for a reorganization of our patent structure, but he also became the intimate friend of many of the younger men in the Company. These friendships will be of help to these men throughout their future careers and it can be truly said that his Influence and value to the Company will be felt for years to come. His loss is great and, from the very keenness with which we all feel it, we can the better understand its meaning to his widow and son who are left without him." Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: To adjourn. ATTEST: jn- ecreta I o Share* $100 Par Value Each MJLTIBBSTOS COMPANY (Incorporated under the laws of the Commonwealth of Massachusetts) THIS IS TO CERTIFY that is the owner ofT-r"tV>'-^. r . . ~ r .---7--. f^V paid and non-assessable shares of the par value of $10(0(>6 e* & transierab upon the books of the corp^ratUnfby the^hhlder hereof in person or by duly author! !orney,^ipon surrender of certificate properly endV ')reprdfeea$terd thereby are subject to the laws ^th^Commonwealth ofttfiasachuAtts and to the Agreement o^^syrciatioinz^r^nndd BByyllaawwss ooff tthhe^cofcjpj ora- tion. v/ ./ - _JF the said cor$^*ation h\ caused this t<bey^igned b^its duly authori^e^ officers and to be serfTbd rfitc the seA^Vof the corporation} -President^ y TIBfSjOS COMPANY ^ For . .Shares