Document mgrz2jXQja6YbOjjzBV6xbbB

T. E. Harper Director AcJntirustration HOUSTON PLAINTIFF'S EXHIBIT NOV 20.98- March 4, 1998 Messrs. R. D. Bredenberg H. E. Handley J. W. Holm E. L. Hord J. B. Mathis F. L. Molla J. B. Norwood R. D. Uhrich E. W. Wooiley - BNSF - UP - UP - BNSF - HBT - UP - BNSF - UP - BNSF - Ft. Worth - Spring - Omaha - Ft. Worth - Houston - Spring - Pearland - Omaha - Ft. Worth Gentlemen: Enclosed are the minutes of the Special meeting of the Board of Directors held February 18, 1998. Yours truly, Enclosure c: W. G. Barr, UP J. S. Wilmoth, UP P. Lee, BNSF M. A. Schensted, HB&T G. R. Cavanaugh, BNSF Theresa Harper1' Secretary UNION STATION BUILDING 501 CRAWFORD HOUSTON. TEXAS 77XX&-2192. (713)222-1133 Operate? ;pe Termrai&of Union PaesRcRaiUoU BuiBngtoo Northern ftaimatiCompany AtcUsni, Topeka ano Santa Fa rtn***-- MINUTES OF SPECIAL MEETING OF BOARD OF DIRECTORS OF HOUSTON BELT & TERMINAL RAILWAY COMPANY HELD AT HOUSTON, TEXAS Pursuant to notice tharaof and the By-Laws of the Company, a apodal mooting of the Board of Directors of the Houston Balt & Terminal Railway Company was held fan the general offices of the company In the city of Houston, Karris County, Texas on February 18,1998. MEETING CALLED TO ORDER Mr. Mathis, General Manager of die company, caSed the meeting to order and presided. Ms. T. E. Harper acted as Secretary at the meeting. Mr. Mathis presented Mr. R. D. Uhrich's resignation as a Director of the Houston Belt ft Terminal RaEway Company. On motion duly made, seconded and by unanimous vote, Mr. Winch's resignation was accepted. Upon motion made, seconded and unanimously approved Mr.J. S. VWbnoth was elected Director of the Houston Beit ft Terminal Rafiway Company. Mr. Mathis presented Mr. J. B. Norwood's resignation as a Director of the Houston Beit ft Terminal Rahway Company. On motion duly made, seconded and by unanimous vote, Mr. Norwood's resignation was accepted. Upon motion mads, seconded and unanimously approved Mr. G. R. Cavanaugh was elected Director of the Houston Boh ft Terminal Raiway Company. The fotowing directors being a majority of aB the company's r&ectors and being a quorum competent for the transaction of business, were present In person to wft: R. D. Brodenberg G. R. Cavanaugh H. E. Handley J. W. Holm E. L. Herd F. L Mola J. S. Wilmoth E. W. WooBey Also present: T. E. Harper J. C. Pruett S. C. MaOwtre J. B. Matins M. A. Schensted T. M. Stone A copy of the notice of the meeting dated February 9.1998, was avaBaUe for review (Exhibit "A"). HUrtMidaiStocMi MnwyiS, 1M Pagml On motion duly made, seconded and by unanimous vote, ft was resolved that the minutes of the annual meeting of November 19, 1997, as recorded by the Secretary, be and they are in aB things approved. REAL ESTATE HVTFRPAK TERMINALS INC. REQUESTS TO PURCHASE HB&T'S 150 ACRE SITE Mr, Mathis presented request by brtarpak Terminals Enc. to purchase HB&T's ISO ecre site located near Homestead Road. Motion eras made, seconded and by unanimous vote N was decided that HB&T's 150 acre site located near Homestead Road would be removed from safe market. PROPOSED SALE OP APPROXIMATELY 18.3 ACRES OF LAND TO JOHN FRANTZ OH MSftPE$KiNg Mr. Mathis presented proposal by John Frantz to purchase approximately 18.3 acres of HB&T property fronting Portwafl Street for $1.25 per square foot cash. The board was advised that the property appraised for $1.50 per square foot. Motion was made, seconded and by unanimous vote ft was decided that tftS&T's 18.3 acres of property fronting Portwafi Street could be sold as appraised, for $ 1.50 per square foot pfas or minus 5%, subject to Urnon Pacific's detarrnlnetton that die property fa not needed for operational capacity. PROPOSED SALE OF BLOCKS 205 AND 219 TO LOWS MACEY. TRUSTEE Mr. Mathis reported that in his letter of September 26, 1997, this board approved the sab of blocks 205 end 219, excluding a fifty foot strip of land for track right of way for a safe price of $5-00 per square foot. The Harris County Houston Sports Association advised that it is not interested in acquiring the fifty foot strip of tend for future rai access to the boundary ofthe Union Station property, end thsrsfore Mr. Mathis requested approval to sale blocks 205 and 219, including the fifty foot strip of land formerly retained for track right of way through blocks 205 and 219 to Louis Macey, Trustee for a sales price of $5.00 per square foot. Moticm was made, seconded and by unanimous vote it was decided that blocks 20S and 219, including the fifty foot right of way strip of land through blocks 205end 219 could be sold for $6.00 per square foot, with the trackage located thereon being retained end removed by the railroad. HMT fort* Stem* Kteawy 1. 11M 3 PROPOSED SALE OP 16.4Q7SQUARE FST OF LAMP IN BLOCK 22S TO KRAKOWEB PROPERTIES Mr. Mathis presented request by Krekower Properties to purchase remaining 16,407 square foot strip of land In block 225 for $3.50 per square foot. This right of way had been retained for operation of Union Station lead track in 1995 sale transaction of two parcels of HB&T property to Krafcower Properties. Motion was made, seconded and by unanimous vote it was deckled that the 16,407 square foot strip of land in block 225 could be sold for $6.00 per square foot. PROPOSED SALE OF LOTS 4 AMP S. BLOCK 203 (10.000 SO. FT) TO HT LAND COMPANY Mr. Mathis presented offer by HT Land Company to purchase HB&Ts lots 4 and 5, Block 203 (10,000 square feet) and the bidding thereon tor $70,000 tor land end bufldteg. Morion was made, seconded and by unanimous vats the sale of HB&Ts lots 4 and 5 of Block 203 be decBned as current rental Income is more beneficial. BFLFASF OF 0-7053 ACRES OP LAND (BLOCK 230 SSBB) FRONTING ON DOWLING STREET PROM IGN/HBT LEASE DUE TO UP*S_SALE_OF PROPERTY TO, MELVIN J. CWSBEN Mr. Mathis advised that (hie to the UP sale of0.7053 acres of lend fat block 230 S.SAB. homing Dowfing Street it was necessary to release add property from existing IGN/HBT lease* Motion was mads, seconded and by unanimous veto it was decided that add property would be released from IGN/HBT lease. PROPOSED CONTRACT FOR SALE OF APPROXIMATELY 1.8 ACRES OP HB&T LAND FRONTING ON LAWNDALE AVENUE AND ADJACENT TO THE EAST SIDE OF Tig FAST BELT MAIN LIME Mr. Mathis presented offer from George E. Scott and RosaBe L. Konder to purchase approximately 1.8 acres of HB&T property fronting on the north side of Lawndale Avenue and adjacent to the east aide ofthe East Belt Mam line for $62.376 cadi ($.67 per square foot). Motion was made, seconded end by unanimous vote It was decided that HB&Ts 1.8 acres property fronting on the north side of Lawndale Avenue and ac^acant to the east side of the East Belt Main Line would be sold for $52,365 cash ($.67 per square foot) to George E. Scott and Rosalie L. Konder. 1*. OLD BUSINESS <ai c op UMiON STATION PROPERTY TO HARRIS COUNTY ttQUSTPH-SPORTS AUTHORITY Mr. Mathis reported that the Karris County Houston Sports Authority has requested an extension from April IS, 1998 to April 30.1998, for the fiha! payment on Union Station property. The extension wfll cany the same 10% rate of interest. Motion was made, seconded and by unanimous vote ft was decided that HB&T would grant, as requested, an extension from Aprfl 15,1998 to April30.1998 to the Harris Comity Houston Sports Authority for final payment on Union Station property transaction. HB&T RE0BGAM2ATI0N Mr. Mathis reviewed the progress of the HB&T Reorganization. Motion was made, seconded and by unanimous vote, h was resolved that the ffi&T 401K Plan would be terminated June 30,1998. CAPITAL IMPROVEMENT PROGRAM The 1998 HB&T Capital Improvement Program (Exhibit *8") in the amount of 411,165,000 was presented. Motion was made, seconded ami by unanimous vote. It wee decided that the 1998 HB&T Capital Improvement Program (Exhibit "B") was approved, pending advisement on accounting and deprectethm procedures from the Contract Committee. ad^urhmeni Mr. Mathis presented Mr. J. $. WBmoth's resignation as a Director of the Houston Beit & Terminal ReSway Company. On motion duly made, seconded and by unanimous vote, Mr. WSmoth's resignation was accepted. Upon motion made, seconded and unafrimousfy approved Mr. R. D. Uhrich was elected Director of the Houston Belt & Temtinot Ra9way Company. Mr. Mathis presented Mr. G. R. Cavanaugh's resignation as a Director of the Houston Belt & Terminal RaSway Company. On motion duly made, seconded and by unanimous vote, Mr. Cavanaugh's resignation was accepted. MMT Bowl *t SfMMl Mnwr t*. 1M* K Upon motion made, seconded and unanimously approved Mr. J. B. Norwood was elected Director of the Houston Belt & Terminal Railway Company. There being no further business the meeting was adjourned on a motion. ** TOTAL PRGE.07 ** August 21,1998 Messrs. R. D. Bredenberg H. E. Handley J. W. Holm E. L. Hord J. B. Mathis F. L. Molla J. B. Norwood R. D. Uhrich E. W. Woolley -BNSF -UP -UP -BNSF -HBT -UP -BNSF -UP -BNSF -Ft Worth -Spring -Omaha -Ft Worth -Houston -Spring -Pearland -Omaha -Ft. Worth Enclosed are the minutes of the Special Meeting ofthe Board ofDirectors held August 19,1998. Yours truly, cc: W. G- Barr, UP J. S. Wilmoth, UP P. Lee, BNSF M. A. Schensted, HB&T Steve Barkley, UP M. A^tnma Secretary tMONsrmcHstMJXG * sen cwtwaso. sax*m hqustw rexxs mxa-nsz fro; 5*Ma Mr <7x9 swam Ootritify the Tcrmtwfs Of Uatca Ptciffc fHitroad Uvmmm * r. MINUTES OF SPECIAL MEETING OF BOARD OF DIRECTORS OF HOUSTON BELT & TERMINAL RAILWAY COMPANY HELD AT HOUSTON, TEXAS Pursuant to notice thereofand the By-Laws ofthe Company, a special meeting ofthe Board of Directors ofthe Houston Belt & Terminal Railway Company was held in the general office ofthe Port Terminal Railroad Association in the city ofHouston, Harris County, Texas on August 19,1998. Mvvrmia r at j.rd to order Mr. Mathis, General Manager ofthe company, called die meeting to order and presided. Ms. M. A. Tuma acted as Secretary at the meeting. Mr. Mathis presented Mr. John Holm's resignation as Director of The Houston Belt & Terminal Railway Company. On motion duly made, seconded and by unanimous vote, Mr. Holm's resignation was accepted. Upon motion made, seconded and unanimously approved Mr. Steve Barkley was elected Director ofthe Houston Beit & Terminal Railway Co. The following directors being a majority of all the company's directors and being a quorum competent for the transaction ofbusiness, were present in person to wit; R, D. Bredenberg Steve Barkley R. D. Uhrich H. E. Handley E. L. Hord F. M. Molla J. S. Wilmoth E.W. Woolley J. B. Norwood Also present; M. A. Schensted Hugh McCuIIey J. B. Mathis Bill Hayes A copy ofthe notice ofthe meeting dated August 5,1998, was available for review (Exhibit "A'). On motion duly made, seconded and by unanimous vote, it was resolved that the minutes ofthe special board meeting ofJune 1,1998, as recorded by the Secretary, be and they are in all things approved. OT.T) BUSINESS HR&T REORGANIZATION Mr. Mathis reviewed the progress ofthe HB&T Reorganization Mr. Mathis stated that he had contacted a firm to present a proposal indexing the HB&T files moved from Union Station to Texas City Terminal Railway Company. All old CRIP lease files will be given to the BNSF. HB&T financial records have been transferred to a PC accounting system, designed like one currently in use by the TCT, from the PTRA and HB&T main frame system. HB&T Board ofDirectors August 19,1998 SALE OF UNION STATION PROPERTY TO HARRIS COUNTY HOUSTON SPORTS AUTHORITY Mr. Mathis stated that the Harris County Houston Sports Authority has requested an extension for the final payment on Union Station property until September 20,1998. Since the PTRA will be using a portion ofdie building to store equipment until September 20,1998, Mr. Mathis will ask the Sports Authority to forgo the PTRA's rent for September and will grant the extension. The extension will cany the same 10% rate ofinterest Motion was made, seconded and by unanimous vote it was decided that HB&T would grant, as requested, an extension to September 20,1998. Request was made by the Burlington Northern Santa Fe that all BNSF funds received from the sale ofthe Union Station property be held in a special account for BNSF capital improvement projects. A representative from the Union Pacific Railroad Co. will contact Mr. Mathis with instructions for the distribution of UP funds received from the sale ofthe Union Station property. NEW BUSINESS RESOLUTION The following resolution concerning the Houston Belt & Terminal Employee Benefit Plan Trust was presented for approval by Mr. Mathis. RESOLVED, the Houston Belt & Terminal Railway Company (hereinafter the "Company") previously established the Houston Belt & Terminal Employee Benefit Plan Trust (the "Trust*1) as the sponsor thereofwhich embodies the Houston Belt & Terminal Employee Benefit Plan (the "Plan") to self fond group i) life; ii) accidental death and dismemberment; and tit) medical expense benefits for the exclusive benefit of both Company eligible employees and eligible dependents thereof as well as eligible employees and the eligible dependents of other employers who have adopted the Plan with the approval of the Company, and RESOLVED, the Company hereby acknowledges that the Port Terminal Railroad Association has agreed to be the successor sponsoring employer ofthe Trust and shall continue the Plan and Trust. RESOLVED, the Company shall continue to be an adopting employer of the Plan and Trust. Motion was made, seconded and by unanimous vote, it was resolved that the RESOLUTION was approved as presented. ADJOURNMENT Mr. Mathis presented Mr. Steve Barkley's resignation as a Director of the Houston Belt & Terminal Railway Company. On motion duly made, seconded and by unanimous vote, Mr. Barkley's resignation was accepted. HB&T Board ofDirectors August 19,1998 PagcS Upon motion made seconded and unanimously approved Mr. John Holm was elected Director of the Houston Belt & Terminal Railway Company. There being no further business the meeting was adjourned on a motion. RESOLUTION RESOLVED, the Houston Belt & Terminal Railway Company (hereinafter die "Company") previously established the Houston Belt & Terminal Employee Benefit Plan Trust (die "Trust*) as the sponsor thereofwhich embodies the Houston Belt & Terminal Employee Benefit Plan (the "Plan") to self fund group i) life; ii) accidental death and dismemberment; and iii) medical expense benefits for the exclusive benefit ofboth Company eligible employees and eligible dependents thereof as well as eligible employees and the eligible dependents ofother employers who have adopted the Plan with the approval ofthe Company; and RESOLVED, the Company hereby acknowledges that the Port Terminal Railroad Association has agreed to be the successor sponsoring employer ofthe Trust and shall continue die Plan and Trust. RESOLVED, the Company shall continue to be an adopting employer ofthe Plan and Trust.