Document gDDRnMoBeGLrZYLLYGQRLZVaL

MINUTES OF REGULAR MONTHLY MEETING OF THE BOARD OF DIRECT of NATIONAL LEAD COMPANY held at No. Ill Broadway, New York c Tuesday, November 22, 1966, at 11:15 o'clock A.M. PRESENT: A. F. Bauer G. B. Coale A. H. Drewes J. B. Henrich J. M. Johnston J. MacGuffie J. A. C.M. D. A. T. F. E. R. W.J. Martino Msrrell Hers on Owens Rowley welch The Chairman of the Board, J. A. Martino, acted as Chairman of the meeting, and J. B. Henrich acted as Secretary, A summary of the minutes of the last preceding meet ing of the minutes of the said meeting was waived and the minu were unanimously approved. Upon motions duly made and seconded, the following resolutions were each unanimously adopted: RESOLVED, That the actions of the Executive Committee as set forth in the minutes of its meetings held October 26, and November 9, 1966, submitted at this meeting and involving expenditures and appropria tions of $1,625,266.00, be and they hereby are ap proved, ratified and confirmed. RESOLVED, That a dividend of $1.00 a share on the $5 par shares of the Common Stock of the Company now authorized and outstanding, and still outstanding on the record date herein fixed, be and it hereby is declared payable from Surplus Fund and Profits on December 20, 1966, to stockholders of record at close of business December 6, 1966. ^O-NU-000022060 DH-1023 (BOARD OF DIRECTORS - NOVEMBER 22, 1966) There was presented and read at the meeting a Plan of Liquidation of Southern Screw Company (a North Carolina corporation) as embodied in a certain Memorandum of Agreement, a copy of which is attached to these minutes. Thereupon, on motion duly made, seconded and carried, it was duly and unanimously RESOLVED, That there be and there hereby is adopted the foregoing Plan of Liquidation as a plan of liquidation of SOUTHERN SCREW COMPANY, and that there be and there hereby is authorized and approved the complete liquidation of said corporation pursuant to and in accordance with said Plan, to wit, by the distribution to this Company of all of the property of said corporation in complete cancellation or redemption of all of the stock of said corporation and (after pay ment of all the known debts, liabilities and obliga tions of said corporation) the transfer to this Company of all of the property of said corporation within the calendar and taxable year 1966, subject to any and all other debts, liabilities and obligations of said cor poration, which shall be assumed and discharged by this Company, including the obligations, if any, of said corporation to holders of record of any shares of the stock thereof issued and outstanding and registered on the books thereof, otherwise than in the name of this Company; FURTHER RESOLVED, That the President or a Vice President of this Company be and he hereby is authorized for and in behalf of this Company, to make, execute and deliver a plan of liquidation in the foregoing form, of said corporation and to cause the corporate seal of this Company to be affixed thereto and attested by its Secretary or an Assistant Secretary; and 0000-NLI-000022061 JJh- luZ4 (BOARD OF DIRECTORS - NOVEMBER 22, 1966) FURTHER RESOLVED, That there be and there hereby is approved and authorized the dissolution of said SOUTHERN SCREW COMPANY in accordance with the laws of the State of North Carolina under which the same is incorporated and organized; and -4J FURTHER RESOLVED, That the officers of this Company be and they hereby are authorized, directed and empowered for and in behalf of this Company to do and perform any and all such acts and things and execute all documents as in their judgment may be proper, expedient or necessary in and about the liquidation and dissolution of said SOUTHERN SCREW COMPANY, the withdrawal of said corporation from the various states where qualified, the distribution of all of the property of said corporation, and the carrying out of the full intent and purpose of the foregoing resolutions. In connection with the dissolution of said SOUTHERN SCREW COMPANY under the laws of the State of North Carolina, the following resolution, upon motion duly made and seconded, was unanimously adopted: RESOLVED, That in consideration of the North Carolina Department of Revenue allowing SOUTHERN SCREW COMPANY, a wholly-owned subsidiary of NATIONAL LEAD COMPANY and a corporation organized under the laws of the State of North Carolina, to dissolve, the said NATIONAL LEAD COMPANY, a corporation organized and existing under the laws of the State of New Jersey and qualified under the laws of the State of North Carolina, does hereby agree that it will file, or cause to be filed, all returns required of the dissolving corporation and will assume the liability for and guarantee the payment of all taxes accrued and owing by the dissolving corporation; and that 0000-NLI-000022062 ****** MEMORANDUM OF AGREEMENT made this 31st day of . .'V - ymr, is the year One thmisand nine hundred and sixty-*lx, d between SOUTHERN SCREW COMPART, a corporation orgsnlteri Existing under and by virtue of the lava of the State of l Carolina, party of the first part, and NATIONAL LEAD AST, a corporation organised and existing under and by us of the lavs of the State of Saw Jersey, party of the sid part, WITNESSETH; WHEREAS, the party of the second part is the ovner of *k in the party of the first part possessing at least eighty : centun (BOX) of the total combined voting power of all aasea of stock entitled to vote and there are no other classes stock of or in the party of the first part; and WHEREAS, it is desired to distribute end transfer 3& 3rt a3CL. o t-n W HD-. m(onfDD- afH!jz>n Cl m rr C2 ^ fBOARD 01' DIRECTORS - NOVEMBER 2 2 , 1V66) By tlw i>lifritln to the party of the Meond part pf ail of the property of tha party of the first port ia com plete cancellation or redeeptiougf all ot the stock of tha party of tha first part and (after payaent of all the known debts, liabilities and obligations of the party of tha first part) tha transfer to tha party of the second part of all of the property of tha party of the first part within tha calendar and taxable year 1966, subject to any and all other debts, liabilities and obligations of the party of the first part, which shall be assuned and discharged by the party of the second part, including the obligations, If any, of the party of the first pert to the holders of record of any shares of the stock of tha party of the first part Issued and outstanding and registered on the books of the party of the first pert otherwise than in the name of the party of the second part. And the party of the second part does hereby agree, upon receipt of said property, to surrender or cause to be surrendered to the party of the first part all of the stock of the party of the first part issued and outstanding in complete cancellation or redemption thereof. ^ And the parties harsto do hexaby further authorise . thedissolution bf tha perty' uf the firstpart in accordance *f tbs feat* which the party;, if the 'A-.-.: 4'5 looi^rat<-jndl organised 'eel is 4 * jgJ & v'". 1 'f , '* ' / `.j - -rV >. , ' > -i- T - - 2 r-v - 0000-NLI-000022064 C- oO p IN WITNE8S WHEREOF, the parties hereto hove duly executed these presents the day end year first above written, by their respective officers thereunto duly authorized. SOUTHERN SCREW COMPANY ATTEST: ByVice President Secretary ii : ATTEST: C Secretary NATIONAL LEAD COMPANY By______________________ President DK-1025 (BOARD OF DIRECTORS - NOVEMBER 22, 1966) the President or a Vice President of said NATIONAL LEAD COMPANY is hereby authorized and directed to make, execute and deliver an assumption of liability document to the above effect, together with any and all other documents required in connection therewith, and the Secretary or an Assistant Secretary of NATIONAL LEAD COMPANY be and he hereby is authorized and directed to affix the seal of said Company to the aforesaid documents and to attest the same. In connection with the distribution to NATIONAL LEAD COMPANY of all the properties and business of SOUTHERN SCREW COMPANY pursuant to the Plan of Liquidation of SOUTHERN SCREW' COMPANY as aforesaid, the following resolution, upon motion duly made and seconded, was unanimously adopted: RESOLVED, That the properties and business to be acquired by NATIONAL LEAD COMPANY from SOUTHERN SCREW COMPANY, pursuant to that certain Plan of Reorganiza tion dated December 31, 1966, between said NATIONAL LEAD COMPANY and said SOUTHERN SCREW COMPANY, be and they hereby are ordered to be organized and operated after the aforesaid date of acquisition as the SOUTHERN SCREW DIVISION of NATIONAL LEAD COMPANY under the immediate direction of a General Manager, to be appointed from time to time by the Board of Directors of this Company or by the Executive Committee thereof, and of such other officers as may from time to time be similarly appointed, subject always to the general supervision and control of the said Board of Directors and of the Executive Committee thereof and of the executive officers of this Company; and that the individuals named below be and they hereby are appointed officers of the said Division as follows: Frithjoff Jensen Richard K. Martin John D. King, Jr. - General Manager - Assistant General Manager - Comptroller 0000-NLI-000022066 DH-1026 (BOARD OF DIRECTORS - NOVEMBER 22, 1966) Upon motion duly made and seconded, the following resolution was unanimously adopted: RESOLVED, That the Salary Committee be and it hereby is authorized and directed to adjust the salaries for the year 1966 of those officers and employees of the Company or its subsidiaries, who in its judgment are deemed to deserve the same. Upon motion, the meeting then adjourned. --~i Secretary 0000-NLI-000022067