Document nNNGqyvMVgjgmGj6mZbYMojrG

FILE NAME Allied Signal Bendix ASB DATE 1959 Sept 16 DOC ASB113 DOCUMENT DESCRIPTION Board of Directors Meeting Minutes & Agenda | < ay . AGENDA | BOARD OF DIRECTORS MEETING September 16 1959 ? 1 Reports of Chairman and President - ReportVicoef PErxeesciudteinvte A Listing of Additional Stock and Authorization to - . Transfer Agents and Registrars 3 Proposed Amendment of Retirement Plan - New Section 25 - - 4 Data on Division Operations Death of Members of Quarter Century Club = Mattie Gilbert Waukegan - Retired Dokmanus Waukegan - Retired SSttaannlleeyy F. Bentley Dutch Brand - Retired Approval of Minutes - 1959 | 6 Regular Board Meeting of August 19 Special Board Meeting of August 31 1959 . 10 11 A REGULAR MEETING OF THE BOARD OF DIRECTORS OF JOHNSMANVILLE CORPORATION was held in the offices of the Corporation on the 11th floor at No. 22 East 40th Street New York City on Wednesday the 16th day of September 1959 at 9:30 in the fore- DOOD quorum " , The following Directors were present constituting a . Henry C. Alexander John D. Biggers C. B. Burnett Edgar G. Burton L. M. Cassidy A. R. Fisher Joseph A. Grazier Roger Hackney John W. Hanes C. F. Rassweiler E. M. Voorhees A. R. Fisher Chairman of the Board and President of the Corporation acted as Chairman of the meeting and presided thereat and Herbert Morton Ball Secretary of the Corporation acted as Secretary of the meeting and kept the minutes thereof A notice of the meeting and affidavit of mailing the same to all the Directors of the Corporation were presented to the meeting and on motion duly made seconded and unanimously carried . were ordered filed with the minutes of the meeting The members of the Board of Directors had been furnished in advance of the meeting with most of the material which would be of value in aiding their consideration of the matters appearing in the agenda book In his Monthly Report the Chairman advised that in order to produce the quantity of Permacoustic required to meet the sales forecast the officers of Manville Products Corporation proposed to enlarge the finishing department replace present finishing equipment with improved and higher speed facilities and add a speed drying oven at the Alexandria Plant at a cost of 519,060 519,060 of which 131,660 was expense In addition to increasing capacity these moves would also reduce costs The return on investment was 29 The officers of the same subsidiary proposed to expend 830,130 of which 270,000 was expense for the installation of facilities in the Pipe Plant at Watson for the bulk handling and dust control of raw materials which by their nature were very dusty An unsatisfactory condition existed not only in the immediate working area but also in areas where other personnel were located The proposed equipment was similar to that in operation at , / 9-16-59 other pipe plants Mr. Fisher advised the meeting that the Watson Plant was originally built in 1937 at which time it had a capacity of 16,000 tons with an annual value of 2,000,000 This capacity was enlarged in 1947 and was now turning out 77,000 tons valued at 15,000,000 but without any improvement in the original dust control system He pointed out that dust counts were still above the State of California and Manville standards At present the potential liability for compensation for employees already affected by these unsatisfactory conditions was over 1,000,000 and the conditions must be corrected The expenditures required solely for dust control amounted to 449,130 and would yield no return The expenditures required primarily for dust control but which would also result in some cost reductions amounted to 381,000 and the yield would be Thcost e The total amount would be expended at the rate of 10 in 1959 50 in 1960 and 40 in 1961 After discussion it was the consensus that the proposed expenditures by Manville Products Corporation were justified and it was recommended that the officers of the subsidiary proceed in accordance with their plans The Chairman in his report also advised that the option was exercised on September 15 to acquire F. Schundler & Inc. for 148,000 shares Additional negotiations since the Board special meeting on August 31 reduced the price by another 1,000 shares The closing date would be September 22. The patent suit brought by Great Lakes Carbon which could have involved a liability of Pa bat 500,000 or more was settled through direct negotiations with - Great Lakes Carbon on a satisfactory basis The suit was cancelled Manville agreed to recognize Great Lakes Carbon's patents and to pay a royalty under certain defined conditions A satisfactory royalty arrangement also had been made with three of Schundler supervising personnel for the production and sale of an acoustical product developed by them Several samples of this product were submitted to the meeting Notices of this acquisition would be distributed to employees of both organizations Friday September 18 The press would be given a minimum of facts about the acquisition for publi- cation on Monday September 21. Plans for operation of the Board Plant by the Building Products Division and the ore body mill and the remainder of the business by the Celite Division would be com- pleted and personnel was now being interviewed to determine those who would best fit into the organization The Chairman's Report further informed the meeting that Manville had been offered by the Kennecott Copper Company a part interest in the development and operation of an asbestos fibre mine in Greece After careful study and consideration management did not feel that this was an economically desirable investment and therefore had advised the Kennecott Copper Company that JohnsManville was not interested in joining with it in this venture The Chairman briefly summarized a report on the status of appropriation expenditures September 1 1959 and a report of 17 9-16-599-16-9-516-599 1 completed projects as of September tion to the data on Division 1959 and also called atten- of the agenda in the operations all of which formed part possession of the Directors Mr. Fisher then read his which presented latest Monthly Report as President operating results ing that August sales of He informed the meet- 33,116,000 were 2,900,000 ahead of last August with the same number of eight working days in both months For last months sales For were 247,939,000 247,939,00 247,939,000 compared to 212,739,000 year eight months the cost ratio was 69.4 -- 3.4 ' points less than last year Division year so far amounted to 29,059,000 operating compared to expenses for the year -- their ratio to sales was .2 25,603,000 last ating earnings for eight months were p4oi5n,t22l6e,s0s00thi-s- 1y4e,a2r71,O0p0e0r- or 46 ahead of last year 2,274,000 compared to For the month net earnings were 2,363,000 last August they were 2.47 per share For eight months year Inasmuch as August as compared to 1.63 per share last earnings were disappointingly low as compared with immediately preceding months detailed studies being made to determine the causes The were the foregoing 1958 figures included L.O.F.meGeltaisnsg w FiabserasdvCisoemdpatnhyat The President's Report included a ments - 1958 vs. 1959 broken down Summary of Secure- all Divisions The by Divisions and by months for glass but did includeseciut refmoernt1s95f9or 1958 did not include fiber ident At the request of the Chairman the Executive Vice Pres- read his Monthly Report which presented a developments He informed the review of current meeting that securements for the month of August exceeded 30,000,000 for the sixth month and while lower consecutive in August 1958. This than in July were appreciably higher than same situation held true in the individual divisions The business outlook practically all able Price last report increases which had been on asbestos paper and made continued favoreffective since the roll goods millboard and friction materials Spintex fiber glass and 496,000 annually In the would return 136,000 in 1959 reductions on case of purchased materials price per roofing New granules would result in savings of 125,000 125,000 year Permacoustic monthly records from for the production and shipment of Alexandria were established at 982,000 and 916,000 square feet respectively Lack of steel for the facture of Sanacoustic had curtailed production from manu- to a shift basis The Company's current a shift day and present supplies would be exhausted Oucstaogbeerwa 7s 10 tons per The report further noted that there had been no in the strike situation at Marrero change At New Brunswick on a wage reopening clause wages were increased % and an eighth paid holiday was granted At Parkersburg agreement electricians on a year contract expirinw gas Serpteeamcbheerd w1ith19t6h1e Wages were increased % and an increase of 3-1 would become effective September 1 1960. At signed which would Richmond a year contract was expire August 17 1961. Wages were increased 17 9-16-59 % and would be increased % effective August 17 1960. At Stockton a year agreement was reached to September 1 1961. Wages were increased % with provision for wage reopening discussions on August 31 1960 An eighth paid holiday was granted effective in 1960 The Chairman called attention book containing resolutions relating to Schundler & Co. Inc. to that part of the acquisition the agenda of F. E. Thereupon on motion duly made and seconded the follow- ing resolutions were unanimously adopted RESOLVED that the action of the officers of the Corporation | in exercising the option to purchase all the issued and outstanding shares of stock of F. E. Schundler & Co. Inc. an Illinois corporation in exchange for an aggregate of 148,000 shares of authorized but unissued Common Stock 5 par value of the Corporation be and the same hereby is in all respects approved and ratified RESOLVED that the form of the Agreement dated September 22 1959 between Manville Corporation and Mr.F.E. Schundler Mrs. L. H. Sprague and Mr. A. C. Marshall presented to this meeting be and the same hereby is in all respects approved and that the Chairman and President or any Vice President of the Corporation be and each of them hereby is authorized on behalf of the Corporation to execute and deliver an Agree- * ment substantially in such form with such changes therein as may be approved by the officer executing the same such approval to be conclusively evidenced by such execution and that the Secretary or any Assistant Secretary be and each of them hereby is authorized to affix the seal of the Corporation to the Agreement as so executed and to attest same RESOLVED that the proper officers of the Corporation be and they hereby are authorized to cause to be issued and delivered certificates for not exceeding 148,000 fully paid and assessable shares of Common Stock 5 par value of the Corporation against the sale transfer and delivery to the Corporation of all the outstanding shares of stock of F. E. Schundler & Co. Inc. in accordance with the terms and conditions of the Agreement referred to in the preceding resolution RESOLVED that the Chairman and President or any Vice President | or the Secretary be and each of them hereby is authorized to make application on behalf of the Corporation to the New York Stock Exchange the Montreal Stock Exchange and the Toronto Stock Exchange for the list- of7 9-16-599-16-59 ing thereon upon official notice of issuance of the additional shares of Common Stock of the Corporation the issuance of which has been authorized at this meeting and to do all acts and things and to file and deliver all execute papers instruments or documents as may be necessary or appropriate to effect the list- ing of said additional shares of Common Stock on each of said Stock Exchanges and that the Chairman and President or any Vice President or the Secretary be and each of them hereby is designated by the Corpo- ration to appear before the Committee on Stock List of the New York Stock Exchange and before an appro- priate committee of any other of said Stock Exchanges and before any other body having jurisdiction in the premises with full authority to make such changes in i said application or any agreements relative thereto or any other document required in the premises as may be necessary to conform with the requirements for listing RESOLVED that for the purpose of an original issue of shares of Common Stock $ par value of the Corporation Morgan Guaranty Trust Company of New York and National Trust Company Limited Montreal and Toronto Trans- fer Agents for the Corporation's Common Stock be and each of them hereby is authorized to countersign certificates representing up to for both of said Transfer Agents 148,000 additional shares of said Common Stock when such certificates shall be presented to said Transfer Agents duly executed on behalf of the Corporation and to procure the registration thereof by the Registrar for the Corporation's Common Stock located in the same city as the Transfer Agent so countersigning the Chase Manhattan Bank in New York N.Y. and Montreal Trust Company in Montreaanld Toronto Canada as such Registrars they being respectively hereby authorized to register such certificates for not exceeding in the aggregate for both of said Registrars 148,000 additional shares of said Common Stock when such certificates shall be presented for registration duly executed on behalf of the Corporation and countersigned by the Transfer Agent for the Corporation's Common Stock located in the same city as the Registrar so registering and thereupon to deliver said certificates when so countersigned and registered to or upon the order of said Transfer Agent RESOLVED that the proper officers of the Corporation be and each of them hereby is authorized to do all acts and things and to sign seal execute acknowledge file record and deliver all papers instruments documents and certificates from time to time necessary desirable or appropriate to be done signed sealed executed Lema ee 9-16-59 contemplated filed acknowledged delivered or recorded in order to effectuate the purposes of the foregoing resolu- ear tions or any of them or to carry out the transactions contemplated by the Agreement presented to this meet- ing RESOLVED that the following be and it hereby is adopted as a new Section 25 of the Retirement Plan of Johns- Manville Corporation and subsidiaries SECTION 25. F. E. Schundler & Co. Inc. 1. of F. under Except as hereinafter specified no employee E. Schundler & Co. Inc. shall be eligible this Plan ; \ / tron 2. An employee who is transferred from the Company as defined in paragraph 2 of Section 1 hereof to F. E. Schundler & Co. Inc. shall be eligible for participation in the Plan upon fulfilling the requirements of paragraph 6 of Section 1 - \ hereof The eligibility of any such employee or his participation in the Plan in the event he shall have - become a participant prior to his employment by F. E. Schundler & Co. Inc. shall continue subject to all the provisions of the Plan The Retirement ~ 2 Committee may provide that his contributions be s made in funds in lieu of salary deduction 3 shall F. E. Schundler & Co. Inc. mean the Illinois corporation as used bearing herein said name on the date this section was adopted September 16 1959 and said corporation as it may be known from time to time pursuant to duly adopted changes of name thereof ; The Directors advised of the death of the following members of the Quarter Century Club ; Mattie Gilbert who at the time of her retirement in 1949 was employed at the Waukegan Illinois Plant Stanley Dokmanus who at the time of his retirement on May 1 1959 was employed at the Waukegan Illinois Plant Stanley F. Bentley who at the time of his retirement in 1958 was employed in the Dutch Brand Division On motion duly made and seconded resolutions of condolence were adopted and the Chairman was directed to see that copies were transmitted to the family and workers of each of the deceased . 3 The Chairman stated he would entertain a motion with re- of 7 ww, 9-16-599-16-59 9 spect to the minutes of the regular 1959 and the special Board meeting each which had been provided of the meeting of the Board meeting of August 19 of August 31 1959 copies of Directors at the commencement - Thereupon on motion duly made seconded the minutes as submitted were unanimously approved as recorded The Chairman presented his recommendation for an increase in the compensation of two employees whose annual salaries were in excess of 25,000 The Board unanimously approved the Chairman's recommendation and directed that appropriate notations of such . with approval be filed Minute No. 42 the Secretary as amendments to Confidential Whereupon on motion duly made and seconded imously resolved that the meeting adjourn it was unan- Morton . 9-16-59 9-16-59