Document jgxLaVbXKzMxZMjnJkomzL01y

At filed with tlic Securities and Exchange Commission February 2d, 1950 Registration No, SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. Form S-l REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 7,`J The Glidden Company (Exact name of registrant as specified In charter) 1396 Union Commerce Building Cleveland, Ohio (Address of principal executive offices) Clifton M, Kolb, Secretary 1396 Union Commerce Bldg. 1 Cleveland, Ohio (Name and address of agent for service) Approximate date of proposed public offering: As soon as practicable after this Registration Statement becomes effective. Calculation of Registration Fee . Title tf each clast of securities beta* registered Amount being registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Common Stock without par value ..................................... 178,825 shares $32.00* $5,722,400* Amount of registration fee $572.24 'Eltimated solely for the purpose of calculating the registration fee. u u iu ig sucn Years. dividend-32.050 shares at approxim ate quoted m arket price, p irn S72.38S.80 A* DESCRIPTION OF BUSINESS The Company was incorporated under the laws of the State of Ohio on December 11, 1917. Its principal office is located at 1396 Union Commerce Building, Cleveland 14, Ohio. Tlic Company at its formation acquired the business and assets of "The Gliddcn Varnish Company of Cleveland, Ohio, founded in 1875, which was engaged in the manufacture of industrial varnishes ind "Jap-A-I.ac" varnish stains. The business of the Company and its subsidiaries as now constituted comprises five principal classifications or subdivisions, namely, the Paint Division, the Food Division, the Chemical and Pigment Division, the Vegetable Oil Division and the Naval Stores Division. For the fiscal pear ended October 31, 1949, the relative contribution of the various divisions to the net sales was approxi mately as follows: Paint Division 25%; Food Division 48% ; Chemical and Pigment Division 7% ; Vege table Oil Division 16% ; Naval Stores Division 4%. Paint Division: The Paint Division is the oldest Division operated by the Company. In 1919, the Company was reorganized under its present name of "The Gliddeu Company" and acquired the assets and businesses, or all of the outstanding capital stock, of eleven other manufacturers and distributors of paints, varnishes, dry colors, kalsomincs and allied products, together with their brands and good will. Since 1919, lacquers and other types of finishes have been developed and added to the Company's line 10 that it now manufactures and sells coating compositions of practically every type for the decoration ind preservation of surfaces. In 1949, as the result of about eight years of research to develop a superior paint for interior wall and woodwork surfaces, the Company brought out a new product, the formulation of which includes synthetic latex. This product, which is sold under the trade name "SlKim Sa t in ", jj easily applied, dries quickly without odor and is very washable. The Company owns and operates eight paint and varnish factories in the United Slates which are believed to Ire strategically situated with regard to freight rates so that the Company is able to serve a nationwide business. In .addition, thirty-six metropolitan branches and seven warehouses are maintained by the Company. The Gliddcn Company, Limited, a wholly-owned Canadian subsidiary, owns and operates a paint and varnish factory in Toronto, Canada. The products of these factories are distributed generally through jobbers and dealers. Finishes for industrial, railway, and general maintenance pur poses arc sold directly through specially trained salesmen who solicit the users. The Company's Paint Division, which utilizes a |rtion of the pigments, oils and other materials manufactured by the other Divisions, is one of the largest producers of coating compositions in the United States. Its sales are approximately 4% of the total estimated sales of paint, varnish and lacquer manu facturers. These products are manufactured by several large cont|ranies and a large number of small manufacturers located in all parts of the United States. During the past five years the Company lias not acquired any additional factories for the manufac ture of coating compositions. The Company lias, however, kept its paint plants in good condition and lias txpended approximately $2,500,000. in modernizing the facilities of its Paint Division and reducing its tost of manufacture. Food Division: In 1920, the Company incorporated The Gliddeu Food Products Company as a wholly-owned sub -c sidiary, which acquired the business ol E. K. Durkee Si Company in 1929 and then changed its name to 8 "Ourkec Famous Foods, Inc." As of January 1, 1936, the Company took over all the assets of this 7 GLD018234 -- pr "' * preSCTted 1 2 lin^ieu of f ' r a S I : ! subsidiary. All of the operations of the Company's Food Division arc now carried on under the trail style "Durkec Famous Foods". In its Food Division the Company operates eight manufacturing plants. Two of the plants crusK I copra and other oil-bearing seeds and nuts for the production of cocoanut oil and other oils; four rcfincl vegetable oils and produce shortenings, plastic and hard butters, and coatings and fillings for the bakcrjl trade; four produce oleomargarine sold under the trade name Durkcc's Margarine; two produce salad! dressing, mayonnaise, meat sauce, Worcestershire sauce and other condiments; and otic produces shred I cocoanut, both moist and dry, and a full line of spices. In 1948, the Company acquired alxmt forty-four acres of land, adjoining the city of Macon, GcorgiiJ on which it has constructed a plant for the manufacture of margarine. This plant, with a capacity oil 500,000 pounds per month, was completed about May 1, 1949, at a cost of approximately $1,000,0001 c ;-t It > Kjjj; Xb In 1949, the Company acquired the assets of .the McCadam Cheese Company at Cambridge, Massa-I chusctts, and established a subdivision known as the Durkec McCadam Company for the distribution ol| rvDurkee's Margarine, McCadam Cheese and allied products in the New F.ngland territory. The products of this Division arc sold through wholesale food distributors and, to a lesser extent,| a direct to retail food distributors, manufacturers and others. w o This Division is the fifth largest manufacturer of margarine in the United States. During the fiscill p'year ended October 31, 1949, it produced and sold approximately 8/o of all the margarine produced ill Vi I> L the United States, which aggregated about 885,000,000 jioumls. It is also one of the large producers! of shortening, crude, refmed and hydrogenated vegetable oils, spices, shred cocoanut, salad dressings I and condiments. In addition to the cx]>cuditurc for construction at Macon, Georgia, referred to above, the Comjianyl has spent approximately $2,300,000. during the past five years for new plant, equipment and facilities fori its Food Division. I?1 L Chemical and Pigment Division: V The Chemical and Pigment Division was started in 1921 when the Company incorporated The Chemical and Pigment Company, Inc., as a wholly-owned subsidiary. This subsidiary engaged in Ok manufacture of lithoponc, a white pigment produced by combining materials derived from barium and zinc ores and extensively used in the jiaiiit, rubber, linoleum, oilcloth and shade cloth industries. This com pany also developed and produced, under patented processes, non-fading furnaccd pigments known at cadmium yellows, cadmium and selenium reds and cobalt greens which arc sold to the paint and ceramic industries, to manufacturers of printing inks, to outdoor advertisers, and for railway signal purposes. Large quantities of these materials are also used in the manufacture of automobile finishes. The stable qualities of these pigments make them desirable for such purposes. This Division also produces ground white barytes for the paint and ruhlicr trade, and zinc sulphate crystals for the use of fertilizer manufac turers and fungicide spraying material manufacturers. As of January I, 1936, the Company acquired the assets and business of this suhidiary, and since then has continued such business as a part of its Chemical and Pigment Division. In 1924, the Comjiany entered into the manufacture of white lead carbonate and white lead carbonate in oil through the acquisition of the Fusion I-cad Company of Scranton, Pennsylvania, and in 1929 the manu facture of red lead, litharge, tyj>e metal, metal }>owdcrs, cuprous oxide, white metal alloys and other allied II tu .1' Cl i l" >*' lai us tli pc F 8 r f r GLD018235 ider the trade plants crush Is; four refine ?or the bakery produce salad reduces shred aeon, Georgia, a capacity of ly $1,000,000. iridge, Massadistribution of lesser extent, ring the fiscal iC produced in rge producers alad dressings the Company d facilities for products through the purchase of the Metals Refining Company of Hammond, Indiana. The dry white lead carbonate has a large market in the ceramic industry and in the manufacture of dry colors. These companies were operated as wholly-owned subsidiaries of the Company until January 1, 1936, at which time their assets and businesses were acquired by the Comjiany and have since been operated as part of the Company's Chemical and Pigment Division. In 1944, the Company acquired all of the assets of American Zirconium Corporation, a Mary land corporation formed in 1933 for the purpose of producing titanium pigments, through cancellation of a part of the advances made to this corporation in prior years which amounted to $1,282,128. The balance of the advances, together with the Company's investment in all of the outstanding stock of said cor]x>ration aggregating $1,049,696, was charged off. The Company now operates the plant at Balti more, Maryland, and manufactures titanium dioxide under the trade name "/opaque", which is a neutral pigment of exceptional opacity used in the manufacture of paint, linoleum, oilcloth and paper and in the ceramic industry. The Chemical and Pigment Division is one of four manufacturers of lithopone in the United States and produces about 28% of the total annual production. Its production of white lead carbonate and white lead carbonate in oil represents aliout 5% of the total production.in the United States. The volume of the Company in titanium dioxide is about 8% of the total produced in the United States. The other products of this Division are not of material significance in relation to the total production in the United States. Approximately one-third of the production of this Division is used by the Company's Paint Division. The balance is sold directly to manufacturers. During the past five years the Company has increased the productive capacity of the titanium dioxide plant at Baltimore, Maryland and has acquired new equipment and facilities for nil of the plants in this Division at a total cost of approximately $2,340,000. Vegetable Oil Division: >rporatcd The ngaged in the .rium and zinc s. This cotnnts known as it and ceramic jnal purposes, i. The stable xluces ground lizer manufacpany acquired a part of its The Vegetable Oil Division of the Company is made up of soya bean oil extraction plants at Chicago, Illinois and Indianapolis, Indiana, the latter constructed in 1949 at a cost of approximately $3,200,000, and also a feed mill at Indianapolis and a flaxseed crushing plant at Buena Park, California. Each of the soya bean plants produces soya bean oil, soya bean meal and soya bean flour, and the Chicago plant also produces protein, progesterone, testosterone and lecithin. The soya l>can oil produced is used largely in the Company's own manufacturing operations. Soya bean flour and soya bean proteins arc used in the manufacture of paper coatings and sizings and uses in other fields are constantly developing. Soya bean oil fatty acids arc used in the manufacture of plasticizers, lacquers and synthetic resins. Lecithin, which is produced from soya bean oil, is a fine emulsifying agent and is one of the best known wetting agents for use in the paint industry. I-argc quantities of lecithin are used in connection with chocolate for coating purposes in the baking and confectionery trades and also in the manufacture of oleomargarine and in the treatment of gasoline and lubricating oil. id carbonate in 929 the mamtul other allied The feed mill at Indianapolis, Indiana, is engaged in the production and sale of formulated feeds for poultry and animals. The Buena Park plant is engaged in the crushing of oil-bearing seeds and the production of crude and refined vegetable oils, particularly linseed oil. 'n 9 In addition to construction of the soya bean oil extraction plant at Indianapolis, Indiana, the Company during the last five years has spent approximately $500,000. in the construction of an extraction unit at the Chicago soya bean plant and $1,500,000. for other equipment and facilities at all plants of this Division in order that they may be up-to-date and in first-class condition. Naval Stores Division: The Naval Stores Division, the property and business of which was acquired by the Company in 1938, is made up of a gum processing plant at Valdosta, Georgia and a destructive distillation plant located at Jacksonville, Florida. The plant at Valdosta, which is the largest plant of its kind in the United States, processes crude gum from pine trees and produces rosin, turpentine and nclio resin. This plant's produc* tion represents about 30% of the total of such products produced in the United Stales by this process. At the destructive distillation plant at Jacksonville, Florida, slumps and down-wood arc treated in retorts, and pine tar, pine tar pitch and charcoal arc produced. Turpinc chemicals, rubber conqiouuding agents, metallic resinates and synthetic rosin-based resins and turpinc solvents arc produced from tl\e pine tar. During the past five years, the Company has expended approximately $1,000,000. in the purchase of new equipment and facilities for the plants of the Naval Stores Division. steel i crude equips McCa block ' Chem T are enj Daltini plants it T1 - occuph l: and ire . Penns) iron-el; of titan two lui Paint Division: PROPERTY The Company owns and operates eight plants in the United States which are engaged in the manu* B facture of coating compositions of various types including paints, varnishes, enamels, lacquers and water* thinned paints. These plants arc of brick and steel and concrete construction and arc cquipjjed with modern machinery. Two of these plants are located in Chicago, Illinois and the remaining six are located in Cleveland, Ohio; Reading, Pennsylvania; St. Louis, Missouri; New Orleans, Louisiana; Minneapolis, Minnesota and Sail Francisco, California. The plant at Cleveland occupies about one-half of a thirteen acre tract, the balance of which is used for the storage of raw materials, steel drums and automobile parking. The other plants occupy propet tics which range in size from three to six acres. The Company's wholly-owned subsidiary, The Gliddeu Company, Limited, owns and operates a brick and steel and concrete paint, varnish and lacquer plant at Toronto, Ontario which occupies about one \ city block and is equipped with modern machinery. Veget* ri brick, s large ui beans, ; ncccssa brick, s the stoi approxi which i concroh also 6w constm Food Division: The Company owns and operates two brick and steel and concrete vegetable oil refineries and shortening plants located at Louisville, Kentucky and at Chicago, Illinois, each of which occupies about two city blocks; one newly constructed brick, steel and concrete margarine plant situated on a tract of approximately forty-four acres at Macon, Georgia; two modern brick and steel and concrete plants engaged in the manufacture of margarine, mayonnaise and salad dressing located in Chicago, Illinois and at Norwalk, Ohio, each of which occupies about one city block; a brick and steel and concrete plant and oil refinery at Elmhurst, Long Island, New York which occupies about one city block and produces salad dressing, spices, shred cocoanut, condiments, hydrogenated vegetable oils and shortening; two plants of brick and steel and concrete construction located at Puena Park, California ami Portland, Oregon which arc located on properties with areas of about five acres, and produce crude vegetable oils; and a brick and S " ; > \ | ' ' Naval Th of dcsti These | and fac respect i Executi Tlu 1396 Ui Compan a, the Company fraction unit at of this Division steel and concrete plant located in Berkeley, California with an area of about five acres, which produces trade and refined vegetable oils, shortening, margarine, and salad dressing through the use of modern equipment. The Company, pursuant to acquisition of the Cambridge, Massachusetts property of the IfcCadam Cheese Company, is in the process of securing legal title to the warehouse and office of concrete Mock construction situated on a one-third acre tract in Cambridge. mpany in 1938, riant located at United States, plant's produc>y this process, are treated in r compounding (need from the :hc purchase of Chemical and Pigment Division: The Company owns and operates three brick, steel, concrete and iron-clad chemical plants which ire engaged in the production of lithopone and located at Oakland, California, Collinsville, Illinois and Baltimore, Maryland. The last mentioned plant is also equip|ied to produce cadmium pigments. These plants each occupy properties with areas of from five to ten acres. The Company owns and operates a brick, steel and iron-clad plant at Hammond, Indiana which occupies about five acres and is equipped to produce battery oxides, litharge, red lead, type metal, copjier and iron jxiwdcrs, and cuprous oxide; a plant of brick and sfecl and heavy timber construction at- Scranton, I'emisylvania which occupies alxnit two acres and produces white lead carbonate, and a brick, steel and iron-clad chemical plant on about five acres of ground at Baltimore, Maryland engaged in the manufacture of titanium dioxide from ilinenitc which is produced in a mill owned by the Company and located on alrout two hundred fifty acres of leased land containing a dqxisit of ilmenitc near Ixmoir, North Carolina. d in the mann ers and waterequipped with aiding six are ns, 1 .onisiana; about one-half eel drums and : to six acres, icrates a brick pies about one Vegetable Oil Division: The Company owns and o]>crates a soya bean extraction plant in Chicago, Illinois, built in 193d of brick, steel and concrete construction and occupying about ten acres of ground. The plant includes two large units (or the extraction of oil by the use of a solvent, a large concrete elevator for the storage of soya beans, a lecithin extraction and refining unit, a protein production unit and a soya flour unit with the necessary storage facilities. At Indianapolis, Indiana, the Company owns and 0|>cratcs a newly constructed brick, steel and concrete soya bean extraction plant, including a large elevator of concrete construction for the storage of soya beans and equipment for the manufacture of soya beau meal, located on a site of approximately eleven acres. The Company also owns a plant manufacturing cattle and poultry feeds, which is of brick, concrete, steel and heavy timber construction and which, together with au elevator of concrete construction, is located on a site of about seven acres at Indianapolis, Indiana. The Company also owns a flaxseed crushing plant at Buena Bark, California, which is of brick and sled and concrete construction and, with storage facilities for seed and oit, is located on a site of about 30 acres. refineries and occupies about on a tract of plants engaged llinois and at : plant and oil iroduccs salad two plants of Oregon which id a brick and Naval Stores Division: The Company produces resin and turpentine and other naval stores products through the operation of destructive distillation plants at Jacksonville, Florida and rosin and turpentine at Valdosta, Georgia. These plants are of brick, steel and metal clad construction and are equipped with modern machinery and facilities and arc located on properties aggregating approximately fifty acres and twelve acres, respectively. Executive and Accounting Offices: The general executive offices of the Company and its subsidiaries arc located in leased space at 1396 Union Commerce Building, Cleveland, Ohio. The general accounting offices are located in the Company's plant at 11001 Madison Avenue, Cleveland, Ohio. 11 V GLDO 18 23 8 Capital Expenditures: Capital expenditures, heretofore described with respect to each Division under the caption "Descrip tion of Husincss", for each of the fiscal years 1945 through 1949, were as follows: Year Gross I'lant Additions Retirements Net Plant Additions 1945 .................... ............... .. 1946 .................... ................. 1947 .................... ................. 1948 .................... ................. 1949 .................... ................. $ 793,128 2,421,262 3,150,142 4,542,812 6,706,321 $ 886,780 876,694 353,218 498,799 757,324 $ (93,652) 1,544,568 2,796,924 4,044,013 5,948,997 Total .................... ................. $17,613,665 $3,372,815 $14,240,850 The Company considers that its properties arc maintained in good operating condition and adequate for the purposes for which they arc used. The estimated average age of the Company's dcprcciabk properties, based on dollar investment per books as of October 31, 1949, was 10.7 years. The foregoing properties except as otherwise indicated arc owned in fee with the exception of the property, occupied by an elevator, warehouses and pumping facilities at the soya bean oil extractk* plant in Chicago, which has been rented from the Trustees of the Chicago, Milwaukee, St. Paul and Pacific Railroad Company pursuant to a lease expiring in 1989. The plants have been acquired bj the Comjjany at various dales between 1917 and 1949 and opinions of counsel or title policies satisfactory to the Company were obtained at lime of acquisition. All of the plants and other properties have bea openly and continuously occupied by the Company or its subsidiaries and used for its ordinary busines purposes without adverse claim since the respective dates of acquisition. Except for current taxes a assessments, liens, rights of way, easements and other similar encumbrances, which do not material) interfere with the Company's use of its plants and properties, the Company knows of no material encum brance or defect in title and believes that the statement that the foregoing properties are held in fi fully warranted; however, examinations of titles to properties have tiol been made for the purposes hereof As at January 25, 1950 the Company had approximately 6,027 employees, of which approximate 3,118 were production employees and 2,909 were administrative, sales, supervisory and office employe? The various Divisions of the Company have contracts with unions covering substantially all their ] tion employees, which contracts normally extend for yearly periods ami provide for rates which areges erally comparable to the rates paid in the localities where the respective plants are located. During the past five years wages of the Company's employees have been increased substantial) Renewals of the above union contracts which took place at various times during 1949 resulted in aven wage rate increases in 1949 over the previous year of approximately 3%. GLDO18239